Babe and Charlie have their final confrontation with Tony at the auction.

A new challenger emerges at the race track, threatening X Hunter's dominance at the track.  At Pete's lab, he is recruiting tap scientists to develop a serum to suppress the special skills alphas possess.

Tony tries to recruit Winner and Kenta back into his ranks.  Meanwhile, Willy makes his moves and Babe and causes some jealousy in Charlie.