At the Kensington Stables in Kentucky, Aimee Martin pulls up her to her family stables and discovers that it's on fire. Her father, Willie, only gets one horse out and the others die in the blaze.
Later, Eliot and Nate meet with Willie, who explains that only Baltimore survived, and it has lung damage. Eliot knows about stables, and explains that Willie doesn't own the horses. Willie made a deal with a Wall Street broker, Alan Foss, who offered him 10% ownership. When the horses didn't run to Foss' satisfaction, he bought $2 million in insurance and then arranged the fire. Willie says he doesn't want anything except Baltimore, and Foss out of the horse business. Aimee comes in and is angry that Willie called in Eliot. She reminds Eliot that he left her eight years ago. She storms out and Nate wonders if Eliot can keep things from getting personal. Eliot admits he gave her a promise ring, but insists that it won't affect him.
Hardison goes over Foss' history and the fact he plays high-stakes poker and now invests in horses. Parker claims she has a fever so she can get off the case, and admits she saw a horse kill a clown when she was a child. Hardison continues with his briefing, noting that Foss invested in Willie's stables six months ago. They realize that IYS is the insurer on the horses, and Nate admits he wouldn't mind sticking it to them. Hardison confirms that Foss will be at the Kensington track that weekend and Nate starts his plan.
Sophie pretends to be a bloodline horse agent and arranges a meeting with Foss at the track's turf club. Nate, Eliot, and Hardison set up a rigged poker game in a back room. Meanwhile, Sophie flirts with Foss while Parker steals his wallet, scans his credit card, and has Hardison confirm that he has a $50,000 limit. He passes the information on to Sophie, who invites him to a $50,000 poker game she holds for her clients. Foss takes the bait and Nate introduces himself as a horse owner, and Eliot as his trainer. The broker wants them to play with his own deck and Nate agrees. They quickly set him up to lose $50,000 and will only take Baltimore as a stake. Foss realizes they cheated him and storms out.
As Nate leaves, Jim Sterling drives up to him and wonders why he's playing poker with Foss, his client. Nate realizes that Sterling is investigating the fire, and Sterling realizes that Nate is running a game on Foss. He figures that Nate is trying to get his old job back, and Nate says he'll back off. Sterling says it's too late, and he figures Willie set the fire. He's not particularly concerned whether Willie is innocent, but whether IYS pays out. Sophie arrives and Sterling recognizes her from the past, and figures it's getting interesting. Nate and Sophie figure they need a new plan.
The next day, Sophie and Nate brief the rest of the team. Nate figures that Sterling will try to screw him over no matter what Nate does, but he has a plan. He has Sophie get Foss to the track and has Parker and Alec watch Sterling. Meanwhile, Eliot has Aimee get them several stables, and she explains that the trainers use logos to tell them apart. Aimee continues to snipe at Eliot.
Alec and Parker watch Sterling from the van, and electronically sabotage his car. He responds by calling the police and reporting the van, forcing them to flee.
Sophie brings Foss in, and the broker wants to talk to Nate about Baltimore. Nate kicks Eliot out of "his" office, and Foss offers to buy Baltimore back for $200,000. Nate says he wants $2 million for liquid assets for a deal he's working, and Foss refuses to pay that much. Sophie then goes with Nate, much to Foss' disgust. Eliot approaches the broker and drops hints about Nate's deal. Foss explains that he and a group of investors plan to form investment portfolios using horses, knocking Nate out of the running.
Eliot tells Aimee and Nate about Foss' plans, and she tells them that it's too risky. She walks off and Eliot goes after her, and she wonders why he left her without any kind of goodbye. Eliot doesn't want to talk about his history and grabs her. They end up kissing.
Nate and Sophie try to come up with a new plan. They're unable to come up with anything new until Hardison and Parker come in and talk about Mister Ed. When they mention cousins, Nate suggests they use the Lost Heir plan. They'll pass off Baltimore as a royal bloodline. As they meet on the track, Sophie warns Eliot that chasing the past won't come out well. He notes that she and Nate have the same problem. Nate lays out their scheme, but Eliot warns that Baltimore can't race fast enough because of the lung damage, and if Foss can scan the imbedded ID chip in Baltimore, he'll realize Baltimore isn't a royal bloodline. Nate suggests they steal the champion, Kentucky Thunder, and substitute it.
Sophie lures off Todd Hazen, Kentucky Thunder's trainer, and Hardison hacks the man's cell phone to convince him he has an interview. Hardison then finds a father/daughter pair of tourists, the Chens, who don't speak English. He gets them to the track so they can unwittingly play the role of buyers.
Eliot brings Foss to the track and explains that one horse survived a purge by the Chinese government when investors launched a breeding program. The horse, Fei Kuai, is racing on the track and setting a new record. The Chens are duly appreciative, and Eliot explains they're the original owners and are there to sell it to Nate. He then uses a fake scanner to check the chip and convince Foss it's a descendant of Secretariat. Meanwhile, Hardison confirms that Foss has five other investors, and they've each given him $2 million to invest. Foss comes in and outbids Nate, and Sophie agrees, faking a conversation in Chinese sot he Chens appear to agree. The Chen girl then asks for a photo with Foss and her father, and goes to the bathroom. Once she's out of sight, she gives Sterling what is actually his camera, and he plays back the video of the entire exchange.
Later, Sterling comes to see Nate, who is drinking. The insurance man notes that Nate ruined his career and his wife by drinking, and now he's a criminal. Nate realizes that Sterling doesn't have anything to tell Foss, and plans to give his client enough rope to hang himself. Sterling figures he might be able to hang Foss and Nate.
The next day, Hardison warns that if Foss scans the chip himself, he'll realize it's a fake. Eliot and Aimee tell the others that Kentucky Thunder is being shipped out to stud. Eliot insists they get the horse, but Nate warns it's too dangerous and he's not going to let Eliot do it just to impress Aimee. Sophie notes that they're all trying to prove something, and Nate agrees. However, he warns that if it gets too close, he'll pull the plug. He asks Sophie what she has to prove, and she says it's too herself and calls him a son of a bitch.
Eliot, Aimee, Parker, and Hardison go to Kentucky Thunder's stable. The only way in is for Parker to sneak in through the vent and let them in. She agrees, despite her fear of horses, and finds herself face-to-face with Kentucky Thunder. With time running out, she overcomes her fear and lets them in.
Sophie brings Foss to the stables and gets him turned around until he's not sure exactly where he is. She goes to check on the truck and has him stay there while she finds Nate. Eliot calls to tell them that there's been a car wreck, and the police are closing in on their trailer with the stolen horse. Aimee figures they're going to jail, but Eliot vows that won't happen. He then gets out and rides Kentucky Thunder back to the racetrack.
The hauler arrives to pick up Foss' horse. Nate and Sophie go to see Foss, but Eliot arrives just in time. He brings the horse so Foss can check the chip and confirm it's the right horse, and then pays the $12 million. Eliot puts the horse in the stable while Foss watches.
A few minutes later, Sterling arrives with the investors and Hazen. He explains that the horse is the stolen Kentucky Thunder, but Hazen confirms it isn't. They scan the chip and discover that it's Baltimore. He's unaware that Parker and Hardison switched the stable names and numbers.
Sterling notes that Foss paid $12 million for Baltimore, but only valued it at $200,000 when he insured it. That means he's committed insurance fraud, and Sterling denies his crime. Foss' investors insist he pay the debt, and take his remaining $10 million.
The horse reverts back to Nate, who gives it to Willie along with Foss' $12 million. Willie promises to name his next horse Mr. Ford. Eliot stays behind to say goodbye to Aimee. She admits she was wrong, but is glad that he has found a family, even if it isn't her. They kiss one last time.
Later, Nate returns to Leverage headquarters and realizes that Sterling is there. He congratulates him on setting up the Chens with the camera, and bringing the trainer along to confirm the horse wasn't Kentucky Thunder. Sterling in turn congratulates him on saving IYS $2 million. He points out that despite what happened to Nate's son, suffering doesn't make him a hero. Nate insists that he picks up where the law leaves off. When Sterling warns him that he won't be so nice the next time, Nate returns the favor.
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