After watching Bloody Face stab her husband repeatedly, Teresa takes refuge in the cell and tries to hold the door shut against the killer. When she tries to reach her discarded cell phone, the killer bursts in and attacks her. However, Leo manages to attack the killer, knocking him down and stabbing him in the chest. When Leo passes out from the shock, Teresa grabs the knife and finishes the job, stabbing Bloody Face in the chest.
Teresa picks up Leo and tries to get him out while calling 911. However, as they head for the exit, a different Bloody Face appears in the corridor ahead of them. Teresa turns and sees a new one behind them. The first one shoots the couple dead with a gun and then removes his mask. He calls the second one Cooper and they wonder what happened to Joe. Cooper tells his friend Devon that the y may have gone too far, and wonders who or what ripped off Leo's arm. As they try to figure things out, the real Bloody Face advances on them.
Mary Eunice brings Jude the mail for the day and comments that there's a big storm coming. As she goes through the mail, Jude discovers that there's a newspaper in it with a front-page article on the girl she hit. When Jude checks the date, she discovers, that the newspaper is dated 1949.
Arden goes to his lab to examine the spider-chip that he removed from Kit's neck. He cuts it into several pieces and then watches in surprise as the parts reassemble themselves into one chip.
Jude goes to the kitchen and starts kneading bread for the bakery. As she remembers hitting the girl, Thredson comes in and notices that she appears distracted. She assures him that she's fine and Thredson complains about how they use primitive techniques at the sanitarium to "cure" their patient. He suggests positive reinforcement but Jude insists that she's a beacon of compassion and tells the psychiatrist that she's renting a movie projector and showing the movie The Sign of the Cross. Thredson is satisfied and then asks for Jed's autopsy report. He insists that it will show that the teenager died of natural causes, but Jude doesn't believe that Jed died of a heart attack at his age. Thredson warns her that she's delusional and Jude, suspecting that he planted the newspaper to unhinge her, accuses him of planting it. The psychiatrist denies it and Jude is apparently convinced of his sincerity. However, she tells him that once he's finished with his review of Kit's mental stability, he'll need to leave Briarcliff.
The possessed Mary Eunice wanders into the common room, stops the record player, and tells the patients that Jude has arranged for a movie night to distract them from the storm. She smilingly say that they'll get to watch sex, murder, and the death of Christians, Mary Eunice starts to leave. One of the patients, the Mexican, stares at her and calls her Satan. The nun hisses at her, her eyes briefly turning yellow, and goes on her way.
Once the nun leaves, Kit and Eunice discuss another escape attempt. Kit figures that no one will expect them to try again so soon and that they can leave during the movie. Lana overhears them and Grace snaps at her, reminding her that the reporter gave them away to Jude. Kit admits that Lana was right to do what she did given what she believed about him, but insists that he's innocent. Before they can discuss the matter, Carl the orderly arrives to take Kit to a session with Arden.
The head guard, Frank, has been watching Thredson and reports his activities to Jude. The guard doesn't find anything suspicious about what the psychiatrist has been doing. Mary Eunice bursts in unexpectedly and tells Jude that someone has been drinking the communion wine. Once Jude dismisses Frank, Mary Eunice insist that the wine has been water down and invites Jude to try it. The older nun refuses and Mary Eunice apologizes for forgetting that Jude gave up drink when she entered the order in 1949. She picks up the wine and drinks it, and a shocked Jude notices that Mary Eunice is wearing bright red lipstick. The younger nun says that Arden gave it to her for Jude and that it's the older nun's color.
Arden has Kit strapped down and jabs his neck repeatedly. As he works, he asks Kit who he is working for and points out the chip, which is jumping up and down inside a sealed jar. Arden accuses Kit of working for the East Germans, the KGB, or Jews within the U.S. government. Kit insists he isn't working for anyone but Arden assures him that they have plenty of time and starts cutting into his patient's neck.
The Mexican is in her room praying when Mary Eunice comes in. The woman holds up a crucifix to try to hold the nun away but Mary Eunice slaps it to the floor and orders her to get down on the floor so that they can pray together to banish her fears. When the Mexican refuses, Mary Eunice screams in her face and the old woman gets down. They pray and then Mary Eunice stabs the Mexican in the neck with a pair of scissors. Once the old woman collapses, Mary Eunice stabs her in the heart to finish the job. She then takes the corpse out in a wheelbarrow and dumps it at the clearing where the creatures feed.
Arden calls Mary Eunice to his office to check on her and she tells him that she fed the creatures again, and that they're getting hungrier. When she wonders what will happen to them when the weather gets cold, Arden says that they only need to get through the winter. The doctor compliments her on her compassion and she accuses him of only inviting her there so that he can ogle her. Mary Eunice tells Arden that she's had an awakening to the power of sex and pulls up her habit. Arden first shoves her away and then slaps her when she persists, but Mary Eunice just laughs at him. He tells her to get out and she leaves, smirking.
As Thredson supervises the setup of the common room as a movie theater, Lana approaches him and asks to talk to him in private. The psychiatrist says that he isn't authorized to discuss her treatment, but Lana says that she knows Thredson isn't one of "them" and wants her to get a message to Wendy. He points out that Wendy is the one that had her committed but Lana figures that Jude is keeping her friend away. Lana gives him a message for Wendy and he pockets it.
Shelly approaches Grace in the kitchen and asks to escape with them. Grace doesn't want her but Shelley insists that she can help and that she wants to get out so that she can get to Paris and be a desired woman instead of a freak. When Grace refuses to let her come with them, Shelley insists that she'll get out one way or another.
Jude goes to Arden's office and discovers him making up the couch. She accuses him of feathering his love nest but Arden says that he's staying the night because of the storm. Jude doesn't believe him and asks about the lipstick. He denies giving it to her and says that he admired Mary Eunice's purity. However, Arden insists that Briarcliff has corrupted the younger nun. Jude says that Arden corrupted Mary Eunice and figures that it's all part of the doctor's scheme to drive Jude out by convincing her that she's insane. She throws the lipstick at him and Arden tells her that she's insane, and suggests that she takes a leave of absence. Jude warns him that she's on to him and leaves, unaware that Mary Eunice is watching from the shadows. The older nun goes to her office to pray but the phone rings, interrupting her. The girl she ran over talks to her, accusing Jude of leaving her on the road. Jude tries to apologize but the girl hangs up and the nun finds a pair of broken glasses on her desk. She picks them up, sobbing, and start drinking the communion wine. Once she's finished the bottle, she staggers out, drunk.
In his office Arden contemplates the lipstick as the radio news talks about strange electrical activity in the area. IN the jar, the chip jumps up and down.
A drunken Jude goes to the common room and Frank informs her that the Mexican hasn't been accounted for. The nun tells him to stay there and that she'll go to find the missing patient. She introduces the movie, rambling on and assuring them that there is a light at the end of the tunnel. Lana sits next to Thredson and they both wonder what is going on with Jude. Jude speaks vaguely about the girl she killed and then stumbles out. Mary Eunice comes in as the movie begins and watches with interest. Lana asks Thredson about Wendy and he says that he went to her house and discovered that she disappeared. He found traces of bloods and believes that Bloody Face may have been responsible and that the authorities are wrong about Kit being the serial killer.
Grace goes back to ask Frank to let her use the bathroom. While she distracts him, Kit slips away and Shelley follows behind him. Meanwhile, Thredson tells Lana that Kit may be innocent. Lana sees Grace and Kit leave and, realizing what they're doing, tells Thredson that she needs to use the bathroom as well and walks out.
Jude searches for the Mexican but finds no trace of her in her cell. She hears someone moving up ahead of her and goes after the intruder.
Arden takes the lipstick and goes to the statue of the saint in the foyer.
Grace catches up to Kit and Shelley and he explains that they'll escape via the old mine shaft leading away from the boiler room. Lana comes up and assures them that the tunnel is there, and that she was wrong about Kit. The reporter begs them to let her escape because she has a loved one in danger and Kit agrees to take Lana with them, overruling Grace. As they head for the boiler room, they discover that Carl is standing guard. Shelly volunteers to distract him while the others escape. Before she goes over, Shelley asks Lana to remember her and write a story that will close Briarcliff for good. Shelley then flirts with Carl and convinces him to go with her into the hydrotherapy room for sex. He soon gives in and the other three go to the boiler room.
Jude continues to pursue the shadowy figure darting along the hallways.
Arden paints the statue with nipples and lipstick, calling it a whore.
Shelly distracts Carl by giving him oral sex.
Lana guides Grace and Kit to the tunnel door and they enter the mine shaft.
Arden topples the statues, yelling "Whore!" In the distance, Jude hears him.
Shelly stops her ministrations and knocks Carl over. He hits the floor and knocks his head on the edge of the shower area. Shelley tells him that she has to go, unaware of what has happened, and runs off.
Jude continues her search and is confronted by a strange alien creature.
Arden runs across Shelley in the hallway and calls her a whore.
Kit, Grace, and Lana realize that Shelley isn't coming and go outside into the storm. Lana points out the way to the road and Grace tells her that once they reach the road, Lana is on her own.
Thredson notices that Lana hasn't returned and realizes that Kit, Grace, and Shelley are missing. He tells Frank, who is distracted by the movie and by Pepper wanting to go to the bathroom. The guard tells Pepper to go and then notifies Mary Eunice that some of the patients have disappeared. She wants to continue watching the movie since it's reached the part where the Christians are eaten, but finally goes to check things out.
Arden drags Shelly back to his office, ignoring her claim that she was going to the infirmary. He starts to take down his pants and Shelley insists that she prefers to do the choosing. Arden tries to rape her but Shelley burst s into laughter when she realizes how under-endowed he is. Disgusted and angry, Arden knocks her out with a paperweight.
As the three escaping patients head for the road, Lana stumbles across the Mexican's skull. Kit scouts ahead and sees a deformed humanoid creature eating the woman's remains. The creature comes after them and the escapees run back toward Briarcliff. They come across another creature, avoid it, and go back into the tunnel.
Mary Eunice finds Jude sleeping in her quarters, passed out from drinking. She tells Jude that there's a big problem and Jude, waking up, worries that they've seen what she saw. Once she realizes Mary Eunice is talking about something else, Jude goes to the common room and demands that Frank tell her why three prisoners have escaped. The nun ends the movie and tells the patients that there will be no further privileges. She goes past Lana, Grace, and Kit, all soaking wet, without noticing them and says that the patients have lost their privileges because Shelley, Pepper, and the Mexican have escaped. Once Jude stalks out, Frank has his men take everyone back to their rooms.
Shelley wakes up in Arden's lab, strapped to an examination table. He tells her that everyone believes that she escaped and are searching for her in the woods along with Pepper and the Mexican. Shelley begs the doctor to release her, but he informs her that she won't be going anywhere. Arden removes the sheet to reveal that he amputated her legs at the knees.