"Mind Games"
Season 3, Episode 14
Mind Games.png
Air date January 1, 2013
Written by Jonathan Callan
Directed by Kenji Ono
Episode guide
"A Brief History of Time"
Images | Quotes | Transcript

"Mind Games" is the fourteenth episode of season three of Generator Rex and the 54th  of the overall series. The episode was released on Xbox LIVE, Zune, PlayStation Network, and iTunes. It officially aired on January 1, 2013.


Circe joins Rex and co. at the Plant, but she's acting very strange.[1]


Rex rescues a hooded figure, soon revealed to be Circe.

Providence agents are seen pursuing a cloaked figure, but Rex soon catches sight of the chase. Despite a warning from Doctor Holiday that he cannot save everyone, Rex flies in and defends the stranger, only to find out that it is none other than Circe. One of the Providence agents then launches a rocket to stop Rex, damaging his Boogie Pack and blasting them out of the sky. Rex responds quickly and whips out his BFS, smashing it into a wall to prevent what could have been a nasty fall to their doom. Once on the ground, the Providence agents surround the pair and manage to collar Circe, but Rex repels them and makes his daring escape. Back at the scene, one of the soldiers is heard reporting to Black Knight that the fugitives have escaped.

Once they have a moment of peace, Rex removes the collar and begins to ask her something. Surprisingly enough, Circe interrupts and quickly agrees to stay at the Plant with the rest of the team, shocking Rex in the process. Dr. Holiday gives Circe a checkup to make sure that she is all right, but Agent Six displays a sense of suspicion and asks how she escaped from Providence to begin with. Circe says that it is a long story, and quickly changes the subject to how the team is doing with the Meta-Nanites. Rex does not care and tries to get her to do something more interesting like putting Bobo's hand in shaving cream. Circe responds that she is actually tired and makes her exit.

Rex wakes up in the middle of the night and finds Doctor Holiday in the lab working on a computer with a top-secret document open, which she turns off as he enters the room. Rex confides to her that things have been crazy for him since Breach sent him into the future, but seems happy that Circe has returned. Before the conversation can continue, White Knight appears on the screen, asking the team to assemble in the situation room in five minutes. The pair exit the room with Rex heading towards the meeting place and Holiday walking in the opposite direction.

Rex is slightly confused by Holiday's quick change.

In the situation room, Circe, Rex, and Six are already shown to be gathered there, with Doctor Holiday entering in her pajamas. Rex is slightly confused by her attire, having seen her wearing her mission clothing only minutes ago. White Knight then briefs his team on the pending emergency. The objective of the mission is to get Peter Meechum out of his safe house, nicknamed Pandora's Box before Providence can take him. During this time it is revealed that Meechum was one of the original scientists working on the Nanite Project. They can only assume that Providence is trying to assemble the surviving scientists, although why remains a mystery. Six suggests that Circe should stay because she is not yet an official member of the team. Rex demands why. Although Six objects to the decision, White Knight believes she will be useful to the mission and insists that they take Circe along with them.

As the team arrives on the scene, several Providence agents are seen trying to enter the safe house. Rex attacks them, while Six enters Pandora's Box to pursue the objective. They manage to find Meechum and escort him to safety, but Circe seems to have disappeared during the struggle. Rex greatly worries about her, but is forced to leave with the others since getting back to the Plant is of greater importance. White Knight mentions to Meechum that his daughter is safe at her boarding school and offers to arrange a visit, but the scientist seems unconcerned by this detail. He instead asks to stay with the team at their base for safety reasons. Rex fills him in on what occurred within the last year with "New Providence", but Meechum says he would never join them.

Caesar gives the real Meechum a tour around the Petting Zoo.

In the next scene, Peter Meechum is seen touring the Petting Zoo with Caesar, impressed with all that has been accomplished within the past year. When Meechum asks for White Knight, Black Knight steps in, claiming it was a routine change of command. Meechum expresses a deep-seated distrust of her, implying that all of the members of the original Nanite Research Team had been previously acquainted with Black Knight. Meanwhile, she gets a call from the Peter Meechum staying at the team's base, asking for his money, but she refuses on the grounds that he has not given her what she asked yet. The imposter then reveals himself to be a shape-shifter EVO by transforming into Six and promising to complete the mission. He then enters the main lab where Holiday is working. He remains quiet until she questions if he is okay. The fake claims he has something important to tell her and kisses her.

Meanwhile, the real Six is seen entering Rex's room. He then sees an episode of El Amor De La Pasión El Amor on the television, although he claims not to understand the show and prepares to leave. Doctor Holiday enters, thanking Six for what he did earlier in the lab. When Six claims he does not understand what she is talking about, she storms away angrily.

Rex goes up to fake Six in the lab, asking to talk with him about Circe. When Six does not reply, he asks if he is okay. Six says he is fine, deciding not to waste any more time with him because he is weak, not having what it takes to complete the mission. When Rex thinks it is a test, Six replies that it is not a test and that it is just him coming to his senses. He states that Rex is not strong enough to survive what is coming and that in the end, Rex will let all of them down.

As Rex is walking, he sees Doctor Holiday crying on the bridge. When he asks her what is wrong, she claims it is nothing. After Rex asks again, she says it is Six and that she is afraid of him. She says he is violent, on edge, and losing control. She says they don't even know him, that the old Six might have changed, but questioning whether this Six was. Rex comforts her.

Rex suspects something fishy after seeing "Holiday" enter the men's restroom.

Rex walks down a hallway, seeing Doctor Holiday enter the men's restroom. Waiting for a while, he sees Meechum emerge. He goes into the lavatory, seeing that it is empty.

Back in Providence HQ, Meechum asks Caesar how they will complete the project without a bio-interface programmer. Rex's brother leads him to a locked room and opens the door, revealing Van Kleiss. The former leader of the Pack seems to have descended even deeper into his madness. He cries out to no one in particular and mutters several of his ideas out loud before noticing that his former colleagues are in the room, causing him to react with a sense of mingled nostalgia and paranoia before rushing back to his work. Meechum seems deeply upset knowing that his old enemy is involved, but Caesar reassures him that there is no one better for the job. Meechum contacts White Knight hoping to get some answers, causing the former Providence leader to realize what is going on.

White Knight tells the team that there is a problem, Rex entering seconds later and revealing that the man with them is not Peter Meechum. Meechum morphs into an EVO White reveals that his name is John Scarecrow, a shape-shifting EVO hired by Providence to infiltrate the Plant. When the newcomer displays a sense of familiarity around Rex, he remembers Tuck, Cricket, and Skwydd mentioning that they once had a problem with a shape-shifter in Hong Kong. John Scarecrow hits the main breaker, turning the lights off and allowing him to make his escape in the confusion. Rex, Six, and Holiday chase after him only to split up upon reaching a three-way corridor. Rex comes across Six, who claims that the enemy went another way, but Scarecrow quickly sheds the disguise and attacks Rex before retreating again.

John Scarecrow then encounters Doctor Holiday and begins taunting her romantic feelings for Six. As Six is walking, Scarecrow is heard taunting him saying "You're the worst of them, you know that? Because you know better. You really think he can save the world? None of you can survive what's coming!" Six hears a gun click and hits a pipe, thinking it to be Scarecrow. Scarecrow walks out of the shadows and shoots at Six but Six dodges and disarms him.

Six comes across Rex, who asks him to prove that it is really him. Rex asks Six what is his favorite color, to which Six replies "I have no idea." They hear Doctor Holiday scream and run toward her. The trio then engages in a stand-off, each believing that the other is the EVO Scarecrow walks in and begins taunting them again. Rex angrily tells him that he won't get away with it, but Scarecrow laughs off the notion, revealing that he had already given their information to Black Knight and he was just messing with them.

Holiday prepares to give John Scarecrow a final blow.

Rex knocks Scarecrow backward and the two of them engage in a fight. Although he initially has the upper hand, Scarecrow uses his shapeshifting abilities to play with Rex's emotions and eventually manages to push him into a corner. Scarecrow prepares to shoot Rex, but Doctor Holiday comes from behind and knocks him unconscious with a blow to the head. Rex then leaves the room, stating that he lost his confidence that the three of them were ever truly a team after seeing how easily they were turned against each other.

Back at Providence Headquarters, Peter Meechum is seen being escorted through the base by several black pawns. The real Circe is revealed to be gagged and collared inside of a prison cell, but the commotion outside catches her attention and she steps forward to see what is going on. Upon entering another room, Van Kleiss is then seen talking to himself again, having come to a major conclusion in his research about something called the "Quantum Level". Outside Meechum has a private conversation with Caesar about the nature of what they are trying to accomplish. Caesar expresses a desire to fix their past mistakes and explains that no matter what they do from here on out, the end will justify the means they take to accomplish this goal.


Voice Actor Role(s)
Daryl Sabara Rex Salazar
Wally Kurth Agent Six
Grey DeLisle Dr. Holiday
J. K. Simmons White Knight
Troy Baker Van Kleiss
Jennifer Hale Black Knight
Freddy Rodriguez Caesar Salazar
Andy Milder John Scarecrow (debut)
Tara Sands Circe
Wil Wheaton Peter Meechum
Jason Marsden Skwydd
Non-speaking role(s)

Series Continuity

  • The name of the shapeshifter that was mentioned in "Rabble" is revealed by Skywdd
  • Rex cannot form his builds to fight Scarecrow because of how angry Rex is. This was first seen back in "Lockdown".
  • John Scarecrow as Circe brings up the same Meta Nanite from Assault on Abysus


  • Peter Meechum makes his second appearance since "String Theory".
  • This is the second time Dr. Holiday is seen with her hair down since "Promises, Promises", and the first time in the present.
  • This is the first time Rebecca Holiday is seen in pajamas.
  • While Six is watching El Amor De La Pasión El Amor, Isabella says (translated), "You can't be the guy I love because you have amnesia."


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