In 1971, Gen 12 subject Stephen Callahan has gone rogue, refusing to surrender his progeny. An order is sent out to special forces operatives to retrieve the subject dead or alive. A warning is also given that he has manifested the Gen-Factor, and is registered with Internal Operations as a Super Powered Being. (S.P.B.). He was last seen with his ex-wife Rachel Callahan.
On a country road, Callahan is driving his car, on the run from the U.S. Government. He darts off road as a helicopter begins to give chase, tracking him down. They open fire on the car and it crashes next to a river, setting it on fire. Callahan and his wife get out of the car with two children, a boy and a newborn baby girl. The helicopter flies overhead and opens fire, and Rachel is hit and killed. The men in the chopper tell him to surrender the children and he won't be hurt. Callahan is angered, and he becomes Gen-Active, and uses his super power to cause the men in the chopper and the chopper itself to explode. He then hands the baby girl to the young boy and tells him to take his baby sister and go. He rushes away with the girl, and just then, another helicopter approaches and opens fire on Callahan, killing him.
Eighteen years later, Caitlin Fairchild awakens from a bad dream in her Princeton University dorm, and her roommate tells her she needs help since she's always having bad dreams. She tells her she needs to see a shrink. Caitlin checks the time and sees it's after six o' clock, and Alexa tells her that she was out late with Bobby last night, and she wanted to sleep in, so she shut the alarm off. Caitlin is upset, because she's late for class.
She races to class on her bicycle, and on her way she is greeted by a man calling himself Special Agent Barker from the National Security Committee. He tells her that he believes her uncle has been trying to tell her that they had been trying to contact her. She acknowledges affirmatively. He then tells her they're looking to recruit fresh young talent for Project Genesis. He tells her she was brought to their attention due to her perfect academic history and the reputation of her father, who is somewhat a legend in their agency. He then offers her a full scholarship to the project. He then hands her a brochure. She then tells him she's in the middle of a semester right now, but she'd consider it. Just then, the Princeton bells ring, and she tells him she's really late for class, and she heads inside.
In her history class, the teacher is telling the class about Gaius Julius Caesar. He tells the class that he is best known for being the foremost militarist of his day. He goes on to say that his generalship in Gaul, which is now modern France is evidence of the genius of this man, which lead him to become the first Emperor of Rome. He then gives the example of the Siege of Alesia in 52 BC. While the teacher is speaking, Fairchild starts to drift off, and thinks about the project she was invited to join, while looking at the brochure. The teacher, seeing that she seems to not be paying attention asks her if she finds Caesar boring. She tells him she finds it all fascinating, except she's pretty certain that the Romans took over Alesia constructing a series of trenches and palisades, not a ramp. She goes on to say that perhaps he's confusing the Gaulish Rebellion with the that of the Jews in 74 AD, where Flavius Silva captured the city of Masada by engineering a massive ramp. She goes on to say that she thinks that Caesar was titled dictator, and his adopted son, Augustus was the first Emperor of Rome. The History teacher then dismisses the class.
Returning to her dorm, she finds herself locked out because Alexa is having a sexual encounter with a boy. Alexa is angered that she was back so soon, and she says: "For Christ's sake!", she then goes to the door and tries to get rid of her. She tells her she just needs 15 minutes. She then decides it's a perfect time for her to call the telephone number on the brochure.
Later, she is flown in and aircraft (025) to the government base in Death Valley, Nevada. Upon landing she is greeted by Helga Kleinman, who she has follow her inside, on the way, Caitlin admits she's surprised that the compound is so "military." She sees an aircraft and tells her she never seen anything like that before. Helga tells her that the H.A.V. Copter is just one of many technologically advanced wonders that the compound has, as everything there is state of the art. Just as they reach the staircase that takes them inside, a man comes flying out of the door, scared of getting a shot. Some doctors are trying to give him a shot, but he resists them, and he stumbles down the stairs and falls on Fairchild, and is directly on top of Caitlin's back. He apologizes, but she tells him to get off of her. She then grabs the boy and picks him up, and injects him with the needle herself, right in his buttocks. A girl named Roxanne comes to help her up, apologizing on behalf of him, while smoking a cigarette. When Helga sees the cigarette she is angry, telling her there's no smoking on the compound. Roxy tells her she's just taking a break, then Helga says: "A break!! I'll give you a break!!" She takes after her in chase and Roxy flees.
Elsewhere in the compound, a man called Threshold is practicing his martial arts skills with an Instructor. He is beaten with a head butt to the nose, and his nose starts to bleed, but he is angered, and he uses his psychokinetic powers to break the man's leg bone. The man falls to the floor screaming in agony. Just then, Threshold receives a call from a woman named Ivana Baiul, and when she finds out he just maimed another one of his instructors she is angry, saying: "God dammit, Matthew! You can't keep maiming every instructor I send you!" She then quickly changes the subject when he tells her she'll have to bring him more challenging opponents, and she tells him about their new recruit: Caitlin Fairchild, eighteen years old, High I.Q. She goes on to state that she believes she was the progeny of one of the rogue Gen 12s, from Team 7. He tells her he'll keep an eye on her.
The next few days are filled with incredible physical training for Caitlin and the other students. A montage of scenes show much of what the students must go through. Later, Fairchild has some sort of combat match against Sarah Rainmaker, but she is knocked to the ground. Matthew tells her to get off her ass, because life doesn't give much "second chances."
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