Upon returning from training at Quantico, Kat teams up with Bill, Hicks, and a Tac team to take out one of Stanton's Alphas. Once they capture him, Nina interrogates him and they move in on other operatives, recovering data on Stanton's organization.
Cley comes to see Rosen at his office and asks for his input, but Rosen warns that he's taking too wide an approach. The DoD believes that they'll get Stanton eventually but Rosen isn't convinced. As Rosen goes over Cley's data, he notices an address but quickly dismisses the file as unimportant. Once he's alone, Rosen tells Hicks that the address may be a lead on Stanton. He tells Hicks to take Kat with him and check out the address, making sure that Cley doesn't get wind of their investigation. Rosen stays behind to make sure that Cley doesn't notice him. Meanwhile, Kat is eager to go with Hicks when asked and Rosen asks her to keep Hicks on track because he's still grieving over Danielle's death. Meanwhile, Gary reports that he's traced a shipment of electronic parts from Stanton's factory in China, the same factory that produced the photic stimulators. Rosen asks him to found out what was being shipped and Gary agrees, and then casually says that first he has to go to his hospital because his mother has been in a car accident.
Kat and Hicks find an older farmhouse at the address and watch it from a distance. They spot a caretaker leaving the place and going into town. The two agents break into the house and hear someone upstairs. When they move in, they find a man watching cartoon on TV. He immediately surrenders and then starts rambling about being a soldier in World War II and a cordon bleu chef. The man finally says that his name is Mitchell and that Stanton told him to stay in the room.
Hicks calls Rosen while Kat searches the farmhouse and finds empty jugs of milk and a broken set of scales. Mitchell keeps rambling, sometimes talking as if he's Hicks and narrating what he's doing. Rosen tells Hick to bring Mitchell in and hangs up, just as Senator Charlotte Burton comes in to talk to him. She explains that she's the Senate liaison to the Parish task force and has taken a keen interest in the case. Nina walks by the office and Burton seems to recognize her, and Rosen quickly distracts her. She wants to know what weaknesses Rosen has found in Stanton, and he admits that he hasn't found any yet. Burton tells him that everyone has a weakness and then thanks him for saving her life by giving her doctor the brain scans.
Once Rosen is alone with Nina, he accuses her of going behind his back to save Burton's life. Nina insists that she did it to save the senator but Rosen warns that they could both go back to jail if Burton traces the paper trail back to them. He tells Nina to push Burton into going home but she refuses, warning that it could cause more mental damage. Rosen understands but then tells Nina to go home until he can find a way to remove Burton from the case.
Bill drives Gary to the hospital and Gary admits that hospitals make him uncomfortable. As they wait for Sandra to come out of surgery, Gary says that there's no point in waiting if his mother is unconscious. Bill snaps at him and apologizes, admitting that he was up late with Baby Adam. Gary agrees to trace the shipment and immediately confirms that it arrived in New York. However, the manifest is in Chinese and neither one of them can read the language.
Hicks drives back to New York while Kat records what is happening and Mitchell echoes her. As they keep talking, Hicks finally tells them both to shut up. Kat offers her condolences on Danielle's death but Hicks doesn't want to talk about it. Mitchell suddenly blurts out that he got Danielle killed, but before Hicks can interrogate him, the caretaker from the farmhouse opens fire on them from an overpass. The car goes out of control and the man jumps onto the windshield. Hicks brakes, throwing him off the car and into a barricade, breaking his neck. With the car out of commission, Hicks and Kat take Mitchell with them and head into the woods. They're unaware that the caretaker has restored the broken bones in his neck and stands up, unharmed.
In the woods, Kat warns Hicks that they're out of cell range. Mitchell keeps talking about his missing keys and Hicks draws his gun and tells him to explain what he meant about killing Danielle. Mitchell touches Hicks and fills and transfers a memory of Danielle talking to Stanton.
Rachel and Rosen go over the translated manifest and they realize that Stanton shipped the same components that he used to build the photic stimulator. Rosen realizes that they need to recover the components before Stanton can pick them up.
At the hospital, Gary wants to leave, abandoning his mother for the moment. Bill convinces his friend that he needs to take care of him, just like he took care of baby Adam. Gary agrees as Rosen calls Bill and asks him to come back to the office.
As they head toward town, Kat asks Mitchell if he knows how his memory powers work. He continues rambling about other people's memories and Kat suggests to Hicks that Mitchell can absorb memories and then project them into anyone else's mind. Hicks figures that Mitchell has some of Stanton's memories, making him a vital piece of intel.
The caretaker goes to a gas station, takes all of the milk, and drinks them. He swallows a packet of antacid tablets, tells the clerk that he's good for it, and walks out.
Hicks insists that they keep a low profile, pointing out that they killed a man. Mitchell blurts out the fact that he knows the caretaker can heal his bones and they realize that the man is still alive and undoubtedly after them. Kat speculates that Stanton may use Mitchell to store his memories since he may not be able to retain them given his advanced age. Hicks starts to lighten up and Hicks suggests that he try to stop thinking about Danielle because it's messing him up. He irritably tells her to show him how and she admits that she can't. However, Mitchell has heard the whole thing and offers to put Hicks inside of his storied memories of Danielle. Hicks tells him to shut up and continues on as they hear cars up ahead.
Rachel tells Rosen that if the parts are properly put together, Stanton could create a more powerful version of the photic stimulator that she was, giving his Alphas even greater abilities.
When they get into town, Hicks tells Kat to hide with Mitchell while he rents a car. She takes Mitchell to an empty office and picks the lock. As they wait, Kat looks outside and sees a woman in a blue dress. She remembers the brief glimpse she can recall of her own past and a woman in a blue dress, and Mitchell offers to help her recover the memory. Kat finally accepts and Mitchell brings out a memory of the woman... who is an actress in a TV cleaner commercial. Mitchell admits that's the only memory he can find and apologizes, saying he can't tell which memories are his and which are someone else's.
Burton trails Nina to a restaurant and talks to her about being pushed. Nina figures at first that Burton is onto her, but the senator explains that she believes one of Stanton's Alphas influenced her. She decided to join the task force and find out who was responsible, and admits that she doesn't know which decisions are hers and which are someone else's made for her. Nina tries to tell her that she has nothing to worry about and Burton finally realizes that Nina was the one who pushed her.
Bill, Rachel, and Rosen go to the docks and convince a security guard to show them the cargo container. As they go there, Rachel admits that the smells don't bother her like they used to and Bill figures that it's because she's having sex with John Bennett. Bill breaks the container door open and discovers that there's nothing inside. Rachel can see the patterns of the thousands of boxes that were there and Rosen realizes that Stanton already picked up the parts.
When Sandra wakes up, Gary is sitting next to her. He promises to come home so that he can look after her and Sandra tells him that they'll figure out a way to make things work. She has a stroke and the doctors come in and have Gary escorted from the room as they tend to his mother.
When Rosen realizes what Nina has done, he calls her into his office and angrily demands to know what she was doing. Nina insists that Burton was suffering from the aftereffects of pushing and that she chose to have Burton fear her rather than herself. Rosen warns her that Burton could do anything but Nina points out that she's doing what he wanted her to. As Rosen goes to find Burton, he discovers the senator waiting for him in the office elevator. As they ride down, Burton tells him that she's reviewed his team's case files and discovered all of the unconstitutional things they've been doing. The senator insists that the team is dangerous and Rosen is the most dangerous one of all, willing to do anything to subvert justice. Rosen concedes that she's right about his team but tells her that they knew she accepted illegal contributions for her first campaign and that Stanton's people had compromised her office. He tells Burton that he could either have Nina push her or use blackmail. As he leaves, he tells Burton that he won't regret his choice and reminds her that his team is dangerous... and so is he.
The caretaker finds Hicks at the rental lot and attacks him. When Hicks tries to break his fingers, the bones heal instantly and the caretaker knocks him out. When Kat calls, the caretaker tells her that they're going to trade, Hicks for Mitchell. Kat asks for five minutes and then talks to Mitchell, trying to find the downside to the caretaker's power. Mitchell mentions the caretaker drinking a lot of milk and Kat works out that the caretaker needs calcium to heal. The resulting bone alterations make them incredibly dense, and she realizes that the broken scales at the farmhouse indicate her theory is correct. Kat comes up with a plan, calls the caretaker back, and tells him that they'll swap at a place she chooses. Once she hangs up, Kat looks out the window and spots a nearby semi.
When Bill comes back to the hospital, Gary tells his friend that his mother had another stroke and is in a coma.
The caretaker drives the rental car to the coordinates that Kat provides, and finds himself at a quarry. As he parks near the lake, Mitchell walks toward the car and says that Kat dropped him off and drove away. Kat drives the semi into the caretaker, slamming him against the rental and pushing them both into the water. The caretaker drowns, his bones too heavy to let him swim. However, there's no sign of Hicks and Kat realizes that he was in the trunk of the rental. She grabs a rock for ballast, goes out, and manages to get the trunk open. When he realizes that Kat can't swim, Hicks hauls her to shore where Mitchell is waiting.
Once Mitchell is delivered to the office, Rosen talks to him and realizes that Stanton has placed many of his memories in the Alpha. Rosen asks Mitchell to show him the last time he talked to Stanton.
Stanton realizes that Danielle is dead because of him and worries that he's made the wrong decision. However, he promises that his sacrifice of Danielle won't be in vain. He tells Mitchell that he'll grow old in a better world than the one he had. Mitchell talks about the farmhouse and how he raised his family there, and Stanton gently tells him that those are Stanton's memories, not Mitchell's.
Kat looks up the cleaner commercial on her laptop and watches it as Hicks comes in. He records a message admitting that she saved his life and thanking for her it. Kat tells him that despite what she said earlier, she wouldn't help him forget Danielle even if she could, and that he should treasure the painful memory because they show him who he is. Hicks tells her that he knows who Kat is: the girl who saved his life. However, Kat admits that she doesn't like remembering that she killed a man, and plays back a recording she made saying that she doesn't want to forget what killing someone feels like.
After interviewing Mitchell, Rosen meets with Hicks and says that Mitchell was the key even though he doesn't know anything of Stanton's plans. From what he's seen of Stanton's memories, Rosen has realized that their enemy's weakness is humanity and they can use it against him.
Hicks takes Mitchell to Building Seven and watches as the doctor prepares to put in a chip. As they wait, Mitchell offers his hand and Hicks takes it as the Alpha feeds him the memories of Danielle. Hicks then goes to meet with Rosen at the farmhouse. They burn it and Rosen says that Mitchell will be happier without his powers, even though Hicks doesn't believe the Alpha deserves to be at Binghamton. Rosen casually dismisses Mitchell as a thread that they can pull on and unravel Stanton. When Hicks warns that Stanton will come after Mitchell, Rosen says that he is looking forward to it.