This essay reads the narratives of HeLa cell contamination as accusations of racial and gender passing. It argues that the passing narrative is much more complex, rarely confined to an individual’s autonomous will, and far more entrenched in state building and concepts of social progress than previously considered. I urge us to move away from the desire of the passing subject, and back to our own to ask after the sort of anxiety, excitement, and panic that animate our attempts to see, classify, and regulate bodies. Thus, what becomes significant is an examination of an “ethics of knowing” within science. The paper draws on a collection of correspondence, lab notes, published articles, and newspaper clippings related to Henrietta Lacks and HeLa from the George O. Gey Collection at the Medical Archives of the Johns Hopkins Medical Institutions (1918-1974) and articles on HeLa published in scientific journals, science journalism, and cultural studies articles (1950-present). In doing so, it traces the narratives of science (and its complex of industries—journalism and cultural studies) and HeLa’s passing. Tracing the reactions to HeLa contamination, the paper asks after the ways national, racial, and sexual desire, fantasy, anxiety, and paranoia have animated the cells through time. Particularly it examines the agency of HeLa, a cell line that is passed through race and genders and ideas of mortality, as it makes clear its own vital, creative, and destructive forces.