- Team 7
- Alexa Gardner
- Rachel Callahan (Dies)
- Sarah Rainmaker
- Super Friends (Mentioned only)
College student Caitlin Fairchild is offered a scholarship by the National Security Committee to attend a secret military school set in a U.S. desert. While there she meets new friends Percival Chang (Grunge) and Roxanne Spaulding (Freefall). Unbeknownst to them, the school's headmasters—Ivana Baiul and Matthew Callahan—are conducting genetic experiments on their pupils in a plot to turn them into super-powered beings ("go Gen Active") and launch an insurrection against the government. The only person in their way is Colonel John Lynch of Internal Operations, an original member of Gen 12 who is investigating the Gen 13 project and is determined to expose the headmasters' illegal operations. He introduces himself to Caitlin and mentions that he knew her father, Alex.
While feeling nauseous and searching for the infirmary one night, Caitlin finds a lab and searches its databases for information on her father. She is joined by Grunge and Roxy, but the three are discovered by a guard. Caitlin displays superhuman abilities and defeats the guard, but the trio is soon captured. Caitlin manages to escape, steal an exo-suit, and return to the base to help rescue her friends. Ivana is convinced that Grunge and Freefall are Lynch's spies and refuses to believe their denials. Soon, she is alerted that Lynch is arriving with a squadron to investigate their illegal activities. Once she leaves, Matthew reveals to Grunge and Roxy that he is psychic and knows that they are telling the truth. He intends to torture them until they go Gen Active or die. Grunge does go Gen Active and gains the power of substance mimicry. He breaks free, knocks out Threshold, and frees Roxy. They kiss afterwards.
After a skirmish with Ivana, the trio intimidates a pilot into flying them home by helicopter. Unfortunately, Threshold prevents their escape and destroys the helicopter. Roxy unknowingly engages her gravity-controlling powers and slows their fall. Threshold descends to reveal that he intends to overthrow the allegedly corrupt government that killed his parents. The trio views him as fanatical and starts to fight him. Lynch arrives to defuse the situation and reveals that Caitlin and Threshold are half-siblings. Lynch explains that after learning that the NSC was after the two of them, their mother asked her ex-husband Callahan, Matthew's father, to get them out of the country. However, the NSC killed both of them and captured Matthew. Lynch himself found the infant Caitlin and returned her to her uncle once the government's SPB program was discontinued. Caitlin realizes that her recurring nightmares are in fact repressed memories of her childhood and parents' killings.
Meanwhile, Ivana sets the Phoenix base to self-destruct. A landslide is caused by the explosion and heads right for the gang. Threshold stays behind to allow his sister to escape. Lynch offers to help train the trio to use their powers to make the world a better place, and Caitlin and her friends accept.
- Alicia Witt as Caitlin Fairchild
- John de Lancie as Colonel John Lynch
- Flea as Percival Chang/Grunge
- E.G. Daily as Roxanne Spaulding/Freefall
- Mark Hamill as Threshold
- Lauren Lane as Ivana Baiul
- Cloris Leachman as Helga Kleinman
- This film was made as an independent production by WildStorm Productions, but with major financial backing by Disney. In return for their investment, Disney owns the distribution rights for the film in the United States. By the time the film was completed and ready for release, Wildstorm had been bought by DC Comics, a Time Warner company. Disney did not want to release and market a film which would publicize characters belonging to their rival Time Warner, so the movie has not been released in the United States. (It has been released in Europe (including Russia), Australia and South America, because the international distribution rights were owned by Paramount instead.)
- Loosely adapted from the first Gen 13 storyline, Who They Are and How They Came to Be.
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