H'earring leads Kaz to where Milla'iin was last sighted but ends up taken over by his mind control. Meanwhile, Tom is constantly bugged by Evan to battle Tom's Maxxor. Tom is informed by Sarah and Peyton he is an UnderWorld Player and Tom finds Milla'iin on his team.
| Name | Type | Role | |
|---|---|---|---|
| Alan Kingsberg | Writer | ||
| Rebecca Soler | Guest Star |