Gen¹³ is a 2000 American animated science fiction action film based on the WildStorm comic book of the same name. The film was directed by Kevin Altieri (Batman: Mask of the Phantasm), distributed by Touchstone Pictures, and produced by WildStorm Productions.
College student Caitlin Fairchild is offered a scholarship by the National Security Committee to attend a secret military-based school set in a U.S. desert. While there she meets new friends Percival Chang and Roxanne Spaulding. Unknowingly, they are secretly subjected to genetic testing by the school's headmasters, Ivana Baiul and Matthew Callahan, who plot to develop the students into Super-Powered Beings (or go Gen Active) to spearhead an insurrection against the government. The only person standing in their way is Colonel John Lynch of Internal Operations, an original member of Gen 12 who investigates the Gen 13 project and is determined to expose their illegal operations. He introduces himself to Caitlin and reveals that he knew her father, Alex Fairchild.
Soon enough, Caitlin begins having headaches and throwing up. She tries making her way to the infirmary before she finds a lab. While searching through its databases for information on her father, she is surprised by Grunge and Roxy, who are both looking for a place to have a midnight snack and smoke without being spotted by the cameras. Unfortunately, they are discovered by a guard, who catches them for entering a restricted area. A fight breaks out when Caitlin tries to explain how she got there. Suddenly, Caitlin displays superhuman abilities and defeats the guard. Her headaches start to get worse before her body-mass increases. The trio hide in the air vents as the base goes on high alert. Caitlin becomes separated from her friends after the guards drop a grenade down the vent and captures them.
Caitlin is chased through the wastelands by her drill sergeant, Helga who is protected by an exo-suit. She is able to knock Helga out before commandeering her exo-suit to go back to Phoenix base and rescue her friends, sensing that they are being tortured. Headmistress Ivana is convinced the trio are Colonel Lynch's spies and doesn't believe their denials. Soon, she is alerted that Lynch is arriving with a squadron to investigate their illegal activities. After she leaves, Headmaster Matthew reveals to Grunge and Roxy that he knows they are telling the truth, revealing himself to have psychic powers. He, in concert with Threshold intends to torture them until they go Gen Active or die. Grunge goes Gen Active, able to take on the properties of any objects he touches, and breaks free, knocking out Threshold and freeing Roxy. Grunge and Roxy kiss afterwards.
After the skirmish with Ivana, the trio intimidate a helicopter pilot to fly them back home. Unfortunately, Threshold recovers, prevents their escape and destroys the helicopter. Roxy unknowingly manifests her gravity controlling powers, slowing their fall. Threshold descends to reveal he intends to overthrow the allegedly corrupt government that killed his parents. But the trio view him as fanatical and start to fight him. Lynch arrives to defuse the situation, revealing that Caitlin and Threshold are siblings. Lynch explains that the NSC has been after the two of them, so their mother turned to her ex-husband Callahan, Matthew's father, to get them out of the country. But the NSC killed both of them and captured Matthew. Lynch himself found the infant Caitlin and returned her to her uncle once the government's SPB program had been discontinued. Caitlin then soon comes to the conclusion that her recurring nightmares are in fact repressed memories of her childhood when her parents were killed.
Meanwhile, Ivana had set the Phoenix base to self-destruct. A landslide, caused by the exploding base, was heading right for the others. Threshold holds off the boulders and allows his sister to escape. Because IO doesn't accept resignations, Lynch offers to help train the trio to use their powers to make the world a better place. Caitlin and her friends accept his offer, before asking Lynch to tell her about her family.