The Rachel/Puck flirtation continues with the Critical Mass bike ride, leaving Judd on the outside of the triangle. Pedro overhears Puck and Rachel telling gay jokes on the phone; he gets upset, but lets it go. Pedro grapples with the fear that his relationship with Sean is going to fast, he tells Pam that he's falling in love. Rachel tries to go out on a date with Harlow, but Puck winds up chaperoning and interfering, leading to Rachel's decision to distance herself from Puck. Rachel's friends, Patty, Francis and Heather come to visit. Judd gets romantic with Francis, but is saddened when she returns to Arizona. Puck's constant flirtation with Heather leads to an argument between Rachel and Heather. Rachel denies any attraction to Puck. Pedro talks to Sean about feeling torn between Sean/San Francisco and family/Miami. Puck assures Rachel that nothing happened with Heather.

A group of cyborg mercenaries, led by a woman from Wolverine's past, seek his forced help in unlocking the secrets of a long buried alien spacecraft.