After gaining the power to morph, Rueben, Rachel, Nicholas, Caleb, and Noah must decide how to use their new-found abilities.
Where last off, the Morphers are being chased by a group of Organisms that are disguised as police officers. The gang manage to hide and escape without detection with their morphing abilities.
The next day at school, Rachel bumps into her former friend, Kate.The two talk together and decides to become friends again. Rachel tells her if she could come to her house tonight, to which Kate agrees. Rueben rebukes Rachel for trying to blow their secret, but Rachel defenses him by telling him that she could be an Organism. That night, Rachel enters Kate's house, unaware that the others are spying on her. The two reconcile, until a group of police officers break in. The captain of the police team, Officer Green, questions Rachel if she is one of the five teenagers who ran from the police team earlier. Rachel immediately recognizes him as the Organism from before. Suddenly, the four Morphers break in, much to Rachel's chargin. Rachel tells Kate to hide while the Morphers fight the Organisms. The five fight, but are beaten while Kate being taken away in the process.
Rachel wakes up and discovers that Kate is gone. With not much time left, the Morphers decide to come up with a plan to rescue her. They try to track the Organisms through tire marks, but are met with the newspeople from before. The Morphers were able to defeat them, revealing to be Organisms. Meanwhile, at a warehouse, Officer Green interrogates Kate, asking her if she knew the Morphers. Kate states she knows nothing, and is gassed as a result. The Morphers then break in, having able to track them through their footprints. A fight ensues, with Rachel rescuing Kate in the process. After a long battle, the Morphers were able to defeat them.
The following day, Rachel apologizes to Rueben and promises him that she will keep a close eye on Kate. The five teenagers then call themselves Morphers and vows to stop Adam. Meanwhile, Adam is impressed by the five teens and states that the battle has only just begun.