Stephanie comes from home and finds the living room torn up and Jim lying dead in a pool of blood.
12 hours earlier
Breakfast at the Powell house and Daphne is asking her mother for an advance on her breakfast. Stephanie refuses and Daphne secretly uses her power to plant the thought that Stephanie should give her an advance. JJ complains that it’s unfair that Stephanie gave into her sister’s begging. He asks Daphne to help convince Natalie to date him again. As the kids leave, Jim arrives and is surprised that Stephanie going to work as if it’s a normal day, despite the fact they know King is conducting human experimentation. Stephanie figures that the best way for them to learn where he has his secret facility is to get close to him. Jim doesn’t like the plan but reluctantly agrees.
Victoria meets with King, who tells her that Jim and Stephanie have powers but haven’t received his “treatments.” He tells Victoria to use her shapeshifting abilities to get close to the Powells and study them.
Stephanie arrives at her lab and tells Katie what they’ve discovered. She wonders if King is the one who gave the Powells their powers.
Jim and George are working at the lair, and George warns that Stephanie isn’t going to let the matter drop now that she’s tried crime fighting. As a DA, George suggests that they get one of King’s people to roll over on him. He hacks King’s cell phone log and comes up with a commonly-used phone number, and tracks down the address.
JJ tries to “accidentally” bump into Natalie at her favorite coffee shop, but she quickly realizes that he’s set up the whole thing. As they talk, she notices a barista wearing a locket and is shocked. When JJ asks what the matter is, Natalie explains that it’s the same one-of-a-kind locket that her dead mother wore, and it was taken from her ten years ago when she was shot. JJ goes home and looks up the case, which involved Natalie’s mother and a co-worker shot by a mugger. The co-worker survived, but Natalie’s mother was killed. Daphne realizes what he’s doing and warns him against it, figuring he’s just using it to get back with Natalie. JJ insists that he’s doing it as a favor for a friend. They hear a noise and go to investigate, and find Stephanie (really Victoria) going through their drawers. Stephanie/Victoria claims that she came home on her lunch break to do some laundry. King calls to warn her that that the real Stephanie on her way, and Victoria quickly gets out of the house.
Jim goes to the apartment of the person who King has called repeatedly, a Jeremy Waldren. Jim breaks in and discovers that the owner has been compiling surveillance photos and schedules on the Powell family.
Daphne is at home when Chris calls her and asks her to pick him up because his bike has broken down. The girl is unaware that it’s Victoria, impersonating Chris. Once Daphne leaves, Victoria takes on her form and searches the house. She finds Stephanie’s power bars, night stand book, and lavender oil, and JJ notices her. He reminds “Daphne” that she promised to use her telepathy to help him, and he’s been memorizing criminology books using his super-brain. “Daphne” says she can’t help and leaves.
Stephanie visits King and suggests that she carry on Chiles’ research, with her mentor’s supervision. He refuses, insisting that it would be unethical to experiment on human subjects. As Stephanie leaves, Jim calls her from the apartment and warns her that someone has been investigating all of their lives, including the kids. He calls home and gets “Daphne,” who claims that JJ is there. Jim tells her to stay put while he takes care of the person following them.
Daphne goes to the coffee shop to meet JJ, and wonders why he didn’t wait for her at home. They both figure the other one is confused, and talk to the barista. He asks about the locket and she says she doesn’t know where her boyfriend got it, but he realizes that she’s lying. Daphne tries to use her telepathy to get the location, and when that fails she telepathically makes the barista tell them she got it at an antique store.
George contacts Jim over his earbud and warns him that it’s a trap, but Jim figures they need to do what they can at the apartment. Using cocoa powder and scotch tape, Jim lifts a fingerprint from the cell phone, just as Victoria enters the apartment. He demand answers and she feigns ignorance long enough to hit him with pepper spray. She gets to the street and disappears into the crowd before Jim can catch her. She goes to King and tells him that JJ and Daphne also have powers, and that they have all overcome the permanence problem. King tells Victoria to find out everything she can about Stephanie’s experiments, and tells her to kill Jim and take his place. She figure King wants Jim dead so he can become romantically involved with Stephanie, but King tells her to focus in the assassination.
Jim makes a sketch of Victoria, and he and George run it through the police database, but fail to get a match.
The Watcher is suffering from withdrawal when Katie returns home. She suggests that he go back to King for another dose of the serum, but the Watcher explains that he’s no longer working for King. Kate wants to tell Stephanie and get help, but the Watcher asks her to do the research on the trilsettum plant without involving Stephanie.
JJ and Daphne go to the antique store and the owner, Derek, claims he doesn’t remember anything from ten years ago. When he refuses to cooperate, Daphne uses her power to get him to turn over a check with the seller’s signature. As they leave, JJ demands answers and Daphne tries to use her power on him. It doesn’t work due to JJ’s super-brain, and he asks her to help him by using her power on the locket seller, one Kyle Rainey.
Stephanie arrives at the lab and finds Katie taking a leap from the trilsettum. Katie admits that the Watcher needs it because he’s one of King’s supers, and he’s suffering from withdrawal. She insists she didn’t tell Stephanie her boyfriend’s secret for the same reason she kept the Powells’ secret. Katie asks Stephanie to help her replicate King’s formula and save the Watcher.
At the lair, Jim tries to match the fingerprint. Victoria comes in, posing as George, and shoots Jim in the back. Much to her surprise, he’s only mildly inconvenienced. Jim assumes that George was playing with the gun and it accidentally went off, and “George” plays along. Victoria gets out and a few minutes later, the real George arrives. When he explains that he was in court and has no idea what Jim is talking about, Jim realizes that they’re up against a shapeshifter like the one who attacked Stephanie and Katie in their lab.
Victoria returns to see King and admits her failure for the moment. They see Jim on the monitors and realize that he’s there to warn Stephanie. Victoria gets to him first, posing as Stephanie, but Jim is suspicious. Reciting what she knows of Stephanie’s personal life from her earlier search of Stephanie’s bedroom, Victoria “proves” that she’s Stephanie. As they talk, Jim mentions how he only has one vulnerability: the chemical in Stephanie’s lipstick.
JJ and Daphne go to see Kyle Rainey at his home. He’s working in the garage and his wife Melissa comes out. When they mention Natalie’s mother, Melissa recognizes the name. Kyle sends her inside and explains that he was the co-worker who was injured ten years ago at the same time that Natalie’s mother was killed. Melissa brings them some tea and when Daphne takes it, she gets a mental flashback to Melissa shooting Natalie’s mother when she was with Kyle. Realizing what’s going on, Daphne tries to get JJ outside but he doesn’t take the hint.
At the lair, George has checked non-police databases and come up with a match on the fingerprint. He tells Jim that it belongs to Amelia Hammond, an orphan who King adopted when she was ten. Daphne calls Jim to tell him that they’re in over their heads and she needs help at Kyle’s address. Before she can say anything else, Melissa knocks her out and drags her back to the garage. Kyle has captured JJ, but insists that he’s not going to cover for Melissa this time. She admits that she shot Natalie’s mother ten years ago, but it was an accident. However, she can’t leave any witnesses. As she prepares to shoot JJ, Jim bursts in through the garage door and knocks the husband and wife unconscious.
Stephanie comes to see the watcher and tells him that she’s now taking over his case, whether he wants it or not. She says that she’s doing it to help her family, and she considers Stephanie part of her family. Stephanie promises to find a cure, but warns that he’ll lose his powers if she does. The Watcher agrees and Stephanie warns him that if he harms Katie, he’ll have to deal with her.
Jim brings the kids home and tells them that they’re grounded. “Stephanie” comes in and kisses Jim in welcome, but is interrupted when the phone rings. Jim gets it and realizes that it’s the real Stephanie, calling to say she’ll be home late from work. After hanging up, he lies and tells “Stephanie” that it was George. He then thinks a warning to Daphne, and she gets JJ upstairs. Victoria quickly realizes that Jim is on to her and reverts to her true form. Jim tells her to get out of their lives, but she reveals that she used the lipstick with the chemical to render him powerless. He figures he can take her anyway, but Victoria takes on Jim’s form and attacks him. As the two of them struggle, Jim insists that his family won’t be fooled even if she does kill him and stay in his form. Victoria informs him that once Jim is dead, King plans to move in on Stephanie. The two of them struggle and one Jim finally grabs a poker and hits the other one.
When Stephanie arrives home, she finds “Jim” lying on the ground on the edge of death. As she cries over him, the real Jim comes down from the kids’ bedroom, and they watch as Victoria dies, reverting to her true form. They wonder what to do with the corpse, and finally call the Watcher. He agrees to help them, and explains that Victoria was once his friend and has paid the price for her choices. They figure they can handle King now that they know his secret and his primary agent is dead, but the Watcher warns that the conspiracy goes far beyond King, and King will come after them once he realizes that his adopted daughter is dead. Stephanie comes up with an idea to keep King in the dark, but says she needs information that only Victoria would have. Remembering what Victoria said about King’s feelings for Stephanie, Jim tells his wife that he has something.
At school the next day, JJ approaches Natalie and tells her that the police have arrested Melissa Rainey and solved the case after ten years. Natalie is somewhat relieved, but admits that it won’t bring her mother back. JJ gives her the recovered locket and as Natalie hugs him, assures her that she doesn’t have to say anything.
Stephanie goes to see King at his office and pretends to be Victoria. Suspicious, King tells her to transform back into her Victoria body, but Stephanie warns that it’s too risky if someone sees her in the process. King is still suspicious and asks what she’s learned. Stephanie tells him that the secret of the Powells’ powers can be found in Brazil where the plane crash occurred. She says that she’ll go to investigate, and suggests that King recruit Stephanie to head the project. King is skeptical, but Stephanie claims that “she” said that she’d do anything for him as her mentor. King agrees to her suggestion.
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