Jennifer Nocturne aids Carl Nesmith in escaping from prison. Ben and Gwen pursue them across the country, with Ben believing Nesmith has kidnapped her, while Gwen suspecting she is an accomplice. They track down Jennifer’s mother, who reveals that Jennifer’s father abandoned her before she was born, and Jennifer herself left for a TV show at the age of 14 and never returned. Meanwhile, Nesmith, seeking to hide his identity from the police, meets with a veterinarian who gives him plastic surgery; Nesmith subsequently murders him, as well as a random driver. Gwen deduces that Jennifer is suffering from Stockholm syndrome and has begun to identify with Nesmith due to her feelings that her old life was empty and meaningless. Nesmith leaves a note with the murdered driver telling Ben to meet him at Nemesis Tower; at the tower, Ben confronts and defeats Nesmith, but Jennifer uses one of Nesmith’s battle suits to attack him. Gwen then defeats Jennifer; Nesmith insists to Jennifer that she tell the police he kidnapped her so that she won’t be arrested for his crimes.
