Janet is dreaming that she's attending her own funeral and bringing Megan with her. As Megan looks down at her mother, her escort becomes an old woman. Janet tries to tell Megan that she'll be back for her, but her daughter is lead away and someone begins to close the coffin. Janet wakes up in her hotel room, screaming, and goes to Erika's room. She admits that she doubts that they'll ever escape, and tat her daughter will never see her again. Erika insists that Janet is the most amazing person she knows, and promises to make sure that Janet doesn't die.
Renbe and Kat fly back from South America, and Renbe goes into the bathroom to hide the severed thumbs in a candy tin to get them through customs upon their arrival.
The next morning, Janet and Erika leave Erika's room and Ulrich checks on them. He comments that Janet looks tired and offers his assistance, but Janet insists that she's fine and Erika tells him to back off. Joe comes out and Ulrich suggests that he's following him. Janet goes to breakfast and Erika takes a moment to tell Joe that they should kill Ulrich before he gets to Janet. Joe insists that would make them no better than their captives, but Erika is unimpressed. Finally Joe admits that he'll do anything to save Janet from Ulrich.
Ulrich gives Charlie a shave at the town's barbershop while Bill waits his turn. As they talk, Ulrich avoids their questions and claims that he doesn't know a lot of things. Graham comes in, disgusted to see them collaborating with the enemy, but Bill insists that it's just a shave. Charlie backs him and a disgusted Graham leaves as Charlie inspects Ulrich's work in the mirror.
At the San Francisco airport, Renbe and Kat manage to make their way through customs without the inspector realizing they're smuggling something into the States. However, as the couple leaves, Lt. Gomez and his men arrive and arrest Renbe. Gomez explains that Renbe is wanted for Janet's death, and tells Kat she's free to go. She tries to leave with Renbe's bag, but Gomez stops her and takes it.
Moira and Graham meet in Moira's bedroom and she insists that he doesn't have to protect them despite his instincts. Graham warns her that no matter what's happened and what he's done, he's still a marine at heart, and kisses her.
At the hotel, Joe tries to talk to Janet but she refuses, insisting that he can't be honest. When Joe wonders if Ulrich has gotten to her, Janet tells him that at least Ulrich has been honest with her, and she has no idea who Joe is anymore. Janet walks away while Ulrich watches on the monitors in his office and smirks.
Kat returns to the
Register and discovers that security turnstiles have been installed and she's been fired. The security guard tells her that the paper is under new ownership and the new editor, three-time Pulitzer winner Joe Derrane, is turning the
Register into a serious paper. As she leaves, the guard assures Kat that he doesn't believe what everyone is saying about her.
Janet goes to the lobby to see Ulrich, who takes her hand and tells her that their captors are deeply interested in her well-being. She notices that he's wearing a wedding room and that he has a series of burn scars on his left arm. Ulrich admits that he used to be a school principal, and he gained the scars when he tried to rescue his doomed family from a burning building. He asks if Janet trusts him, and then takes her into the underground command center, the "Inner Sanctum." He explains that they introduce stimuli to test the prisoners, and that it all has some ultimate meaning that Janet will eventually accept and embrace. When Janet insists that they could be waiting some time for her to turn, Ulrich assures her that they have plenty of time for the Process.
Kat goes to her apartment and discovers that her keys no longer work. When she calls the landlord on the intercom, he tells her that she's been evicted, and she's a disgusting human being. Before she can leave, private detective Samuel Edick shows up and asks why she came back. He warns her to destroy her phone because the conspiracy is using its GPS to track her, and explains that she was framed for stealing pain medicine from a children's cancer ward and selling it on the black market. Edick tells her to be careful and slips away, and Kat considers for a moment before throwing away her cellphone.
Charlie finds Bill drinking at the hotel bar and sits down with his new friend. Bill suggests that Ulrich is okay and their captors have helped both of them out, so they should make a deal. Charlie warns him that it's just manipulation and tells Bill to stop looking for the easy way.
In the Inner Sanctum, Ulrich tells Janet about himself as they watch Bill on the monitor. He explains that he was confused and angry when they captured him and brought him to the town after his family's death, and that Joe was also there and willing to kill. Ulrich explains that Joe shot him three times in the chest, and he has the scars to prove it. He explains that Joe is afraid of the truth, and that their captors have learned that everything of human behavior is simply programmed responses. Janet leans forward and kisses him, and then asks if her action and his reaction are also just programmed responses, or if they have free will. Ulrich admits that it's just a theory and Janet kisses him again. He kisses her back, but Janet says that they should go back upstairs.
Back upstairs, Joe confronts Ulrich and Janet as they emerge from the elevator. He accuses Ulrich of working against Janet, but she tells Joe to stay out of it and insists that Ulrich has been nothing but honest with her. When Ulrich taunts Joe, telling him to forget any chance of romance with Janet, Joe attacks him. Janet pulls Joe off, and Ulrich pulls out a straight-edge razor to get revenge for Joe shooting him. Janet manages to get him to put the razor away. She leaves with Ulrich, and Joe turns to discover that Moira and Graham have seen the entire exchange.
Renbe is in his cell when Gomez comes to see him and asks for an explanation of the thumbs that they found in his possession. Renbe tries to explain about the town and the men in blue coveralls and Janet's and Tori's disappearance, and has to admit that it sounds crazy. Gomez tells him that the thumbs belonged to six people who went missing at the same time, approximately a year ago. The detective asks if Joe has any proof that the men in blue coveralls are responsible, and Renbe gives up. Gomez tells him that the department is sending in a psychiatrist to determine if Renbe is sane and then leaves.
The next morning, Moira leaves Graham sleeping in her bed and starts writing on the wall, working out equations and patterns to love and her chance for a normal life.
Bill goes to see Charlie at the restaurant and wonders why his friend is ignoring him. Bill insists that he doesn’t' want to die, and that he needs someone with him when he makes a deal. Charlie slaps him and yells at him to wake up, and warns his friend that none of them can trust Ulrich or the people that he works for. When he tells Bill to come to his senses, Bill stares at him in loathing and says that he thinks he has.
Erika confronts Janet and asks if she knows what she's doing. Janet insists that she is, and that she has to find a way to escape and get back to Megan. Erika warns her that she was in prison, and she knows that the guards only look out for themselves. She then explains that her real name is Teresa, and that Erika was her cellmate. Erika died trying to trade sex with the guards for favors, and Teresa got a tattoo of her dead cellmate's name to honor her. When she arrived in the town, the captives assumed that she was Erika. "Erika" warns that Janet can't trust Ulrich.
In his office, Ulrich replays the footage of Janet kissing him in the Inner Sanctum, unaware that the Director is watching him.
Erika goes to Joe's room and tells him that they have to do something to save Janet before it's too late. She reminds him that he said about doing everything he could to save her, and Joe agrees to help.
That night, Ulrich goes to the gazebo and meets with Janet. He tells her that Janet coming into his life has turned his beliefs about the Process upside down. Ulrich's fraternization with Janet is forbidden, and Janet is undermining his adherence to the rules. Janet insists that they can find freedom together, and he wonders how he can throw his new life away based on nothing more than a feeling. He kisses her and then walks away, warning her to stay away from him so she won't suffer.
Gomez returns to Renbe's cell to tell him the FBI has taken over the case after finding out about the thumbs, and they've removed Gomez from the investigation. He warns that Renbe is going to be transferred into government custody, but informs the reporter that his papers have been misfiled and that he'll soon be released before the government agents arrive. When Renbe asks why he's helping, Gomez simply walks away without a word.
The Night Manager, scarred and missing an eye, comes to see the Director and shows her a case. When she opens it, she discovers that it only contains six of the seven thumbs, and demands an explanation.
After his release, Renbe goes to the park and meet Kat. After a tense moment with some workers wearing blue coveralls, he tells her what happened and she destroys his cellphone and the GPS device inside. Renbe says he knows a place where they can hide and relax.
At the barbershop, Ulrich is giving Bill his shave when Charlie comes in and tells the manager to leave them both alone. Bill is satisfied to stay, and Charlie insists that Bill needs someone to remind him he doesn't have to sell his soul to the Devil. Ulrich wonders if Charlie means him, but Charlie dismisses him as a lackey. Stressed, Ulrich slips and cuts Bill's neck. Shocked, Bill gets up, wipes at the blood, and accuses Ulrich of trying to kill him. Ulrich insists that it's an accident but Bill leaves with Charlie.
As Bill and Charlie go outside, Graham watches them from Moira's balcony. When she comes out, he worries that they have been with Ulrich quite a bit, and that Janet is also spending time with their new manager. He wonders who he can trust, and Moira assures him that he can trust her.
Renbe takes Kat to a cheap apartment and explains that the landlord owes him a favor. They go into a room and the reporter brings out an empty bottle of tequila... containing the seventh thumb, which Renbe hid separately from the others.
Joe approaches Janet at the hotel and warns her that she can't seduce Ulrich. She insists that it's working, and Joe tells her to ask Ulrich what really caused the burn cars on his arm. When Janet wonders why Joe doesn't tell her, he admits that she wouldn't believe anything he says. Janet goes to Ulrich's office and asks for the truth, and he explains that he burned himself by accident when he tried to set the town on fire and kill the other captives, in the hopes that he'd be released once he was the sole survivor. He insists that he's sorry for what he did, and begs for Janet's understanding. She says that she understands, and thanks him for his honesty.
Janet leaves and Ulrich calls the Director to inform her that Janet is now onboard with the Process. The Director wonders if he's letting his feelings overrule his judgment, but Ulrich insists that Janet can be trusted. The Director agrees and signs off, and then calls in the Night Manager. She tells him to start filling out warrants and preparing red cards, and sorrowfully admits that she regrets having to destroy two towns in such a short time. However, the pollution has gone too far and she has no other choice.
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