A man calls 911 and tells the police to go to Briarcliff, saying he's been a busy boy. He refuses to give his name to the operator and simply says that the people he left were imposters. When two patrolmen arrive, they discover that someone has killed and strung up three men dressed as Bloody Face.
A local woman, Mrs. Reynolds, brings her young daughter jenny to Briarcliff. While Jenny waits in the lobby, Mrs. Reynolds meets with Sister Jude and explains that Jenny has never cried or reacted to everything. However, the woman insists that Jenny killed her friend Josie with a pair of scissors, blaming the murder on a bearded man in a brown jacket. The police never found the supposed killer and Mrs. Reynolds later found a lock of Josie's hair in Jenny's coat pocket. Jude insists that they don't take children at Briarcliff and tells Mrs. Reynolds to prayer. Unconvinced, the mother asks the nun to talk to her daughter and wonders if the child was born evil and, if not, where her murderous impulses originated.
Lana wakes up in what she first mistakes for her bed with a photo of Wendy on the nightstand. The reporter smells cooking food and looks up to realize that she's in Thredson's basement and that he's made it up to look like Lana's bedroom. He makes croque monsieur for her and she starts screaming, and Thredson tells her that the basement is soundproof. Lana asks what he did with Wendy's body and Thredson tells her that he hid it so that no one would discover it and realize that Kit isn't Bloody Face. As he serves the sandwich, Thredson explains that he never knew his mother and she was Lana's age when she abandoned him. He talks about his upbringing in an orphanage and explains that although all of his basic needs were met, he never had affection.
Lana eats the croque monsieur and compliments Thredson, assuring him that she's not trying to flatter him. When she tells him that she knows what it's like to be abandoned, Thredson smiles in satisfaction and says that he knew Lana was the one he has been looking for. The psychiatrist talks about how he studied psychiatry because he always knew that he was different. When he saw a naked female cadaver in medical school, he had his first breakthrough and initially thought that it was his mother. Thredson knew it wasn't even though the cadaver was the same age as his mother, and went to it after and hugged its naked body, seeking warmth and affection in its touch.
As Thredson describes his past, Lana takes his hand and tries not to shudder as Thredson talks about how animals are attracted to softer mother images even if they can't provide sustenance. The corpse did nothing for his craving and he decided that he needed a living woman. He went out and killed his first victim, skinning her alive. Lana breaks into tears at the story and Thredson calls her "Mommy."
Sam Goodman calls Jude at Briarcliff and tells her that he kept working on his case and confirmed that "Anne" was right. The Nazi hunter has confirmed that Arden is Hans Gruber, an SS officer who worked as a doctor at Auschwitz. Arden got his ID through the International Red Cross and Sam asks Jude to get him a sample of Arden's fingerprints. However, he warns her that Gruber is a dangerous man and she has to be very careful. As Jude hangs up, she realizes that Jenny has been listening to the entire conversation. Jenny introduces herself and says that her mother left her there.
Harry Kirkland, the local hospital's administrator, calls Monsignor Howard in to administer last rites for the legless woman that the found at the elementary school. Kirkland informs the monsignor that the dying woman has TB despite its rarity and warns that she is badly deformed. Howard goes into the room and recognizes the woman as his patient, Shelley.
Fathers Howard and James go to Briarcliff after the Catholic Church purchase Briarcliff, a former TB hospital. Dr. Arden introduces himself and explains that there are still a few incurable TB patients there. One of them, Sally Starnes, is a former nurse at Briarcliff. Howard performs the last rites for her and then helps Arden take her to the crematorium in back of the facility. Arden explains that they cremate the bodies in the hundreds and then store them on shelves in canisters. He complains about the waste of life and explains that they could serve as research subjects if their bodies were preserved. Howard is intrigued by the idea and Arden explains that he's been working on an immune booster that would give human beings immunity from disease. The doctor admits that human studies would have been the next step and suggests that Howard might help him.
Using his rosary, Howard strangles Shelley to death.
Arden is listening to music in his office when Howard storms in and slashes at the record play with his rosary. He tells Arden that he saw Shelley and knows what the doctor did to her, and Arden reminds him that they both agreed to the experiments responsible. He points out that each patient at Briarcliff is an evolutionary failure and his experiments put them to a better use.
Earlier, Arden finds Spivey in the broom closet watching through a peephole as Mary Eunice undresses. When the doctor drags him out and reminds Spivey that he used to expose himself on playgrounds, Spivey says that it was the nun who invited him to watch.
Arden insists that he's succeeding at finding a way to create superhuman beings by combining syphilis and tuberculosis and injecting it into his test subjects. The doctor takes Howard to his lab and shows him one of his test subjects, covered in boils. Arden insists that thanks to his treatment, the patient can withstand nuclear radiation and that the can create a race of beings immune to the Russians' bombs. Howard threatens to expose him but Arden points out that Howard has given him everything that he has and that if he goes to jail then Howard will as well. Howard starts to walk away but hesitates and Arden points out that they have a common enemy that must be dealt with.
Mary Eunice is working in the condition when Jenny comes in to watch her. The girl asks to handle the knife and Mary Eunice refuses, and then asks about Mrs. Reynolds. Jenny says that her mother thinks she killed Josie and denies it, but Mary Eunice knows better. When the girl wonders how she knows, Mary Eunice tells her that she knows because she's the Devil and that Josie deserved to die. The nun points out that Jenny was born with an authentic impulse for murder and explains that she learned it from being humiliated at a pool party. Mary Eunice tells the girl that there is no God and that religion is a tool that people use to keep other people from doing what they want to do. Jenny complains that they're going to lock her in her room and Mary Eunice tells her that she has to learn to defend herself.
Jude finishes a call just as Howard comes in. She tries to talk about Jenny but Howard tells Jude that he's made arrangements for her transfer to run a home for wayward girls in Pittsburgh. The monsignor tells Jude that she's lost her way but she realizes that Arden is behind the transfer and insists that she was right about him. Howard isn't interested in hearing her claims and walks out.
Later, Jude packs for her trip and Mary Eunice comes in to tell her that Mrs. Reynolds came back to get Jenny. The older nun isn't interested and says that she's leaving Briarcliff. Mary Eunice hugs her and wonders what will become of them... and glances at the red lingerie in Jude's dresser. Jude gets an idea and tells Mary Eunice to bring her the special bottle of cognac from the kitchen.
Thredson goes to answer the phone and takes a call from Kit. Kit is using his one phone call to call the psychiatrist and remind him about their deal. He tells Thredson that he now knows the truth that Alma is alive because Grace saw her aboard the spaceship. Thredson tells Kit to take responsibility for killing the three women and hangs up, as Kit realizes that Thredson has been playing him all along.
In the basement, Lana manages to stretch to the length of her chains, grabs a file from Thredson's workbench, and starts cutting through a link of the chain.
Kit accuses Thredson of lying to him and the psychiatrist screams at him to stop. Once Kit hangs up, Thredson slams the phone down and goes back to the basement. Lana tries to hide the file and the damaged chain, but Thredson notices that she's sweating. He rips off the covers and confirms that she tried to escape, and accuses the reporter of abandoning him just like his mother dead. A disappointed Thredson straps her down and says that sometimes all someone can do is end it all. He puts on his Bloody Face mask, picks up a scalpel, and advances on Lana.
Later, Mary Eunice slips into Jude's room and puts on the older nun's lingerie. She dances to music on the radio and blasphemies the crucifix on the wall. The phone rings in Jude's office and Mary Eunice answers it. It's Sam and Mary Eunice pretends to be Jude and asks why he's calling.
Jude goes to Arden's office with the cognac and two glasses. She apologizes and pours him one glass to toast his victory. However, he suspects the brandy is drugged and insists that Jude join him. She reluctantly does and Arden watches until he's satisfied that she's drunk the cognac. Once she does, he drinks it and sets the glass down... with his fingerprints on it.
Mary Eunice goes to Sam's hotel room and knocks at the door. When he answers it, she tells him that Jude doesn't know she's there.
Later, Jude goes to Sam's room with the glass. The door is open and she goes inside, discovering that everything has been cleaned up. The phone rings and Jude eventually answers it, but the caller hangs up without saying anything. Someone makes a noise from the bathroom and Jude goes in to discover that someone has stabbed Sam in the neck. As he gasps out his last breaths, Sam tells her that one of her nuns murdered him.
At Briarcliff, Mary Eunice goes to see Arden and shows him the files she took from Sam's room. She tells "Hans" that Jude was going to expose him but that she's taken care of everything. When Arden wonders if she's giving him all of the files, Mary Eunice says that she held back a few as evidence in case he tries to double-cross her. Arden defends himself, insisting that he's a visionary and forced to carry out his work in secret because of the Jews. Mary Eunice doesn't care and Arden wonders why she's protecting him. She assures him that it's the beginning of a new era and tells Arden to trust her with his entire soul. In return, Mary Eunice will make sure that everything works out.
The police are called to the river where Jenny calmly tells them that a bearded man in a brown jacket killed her mother and two siblings. After an officer takes her statement, Jenny plays with a hank of hair that she took as souvenir from her mother.
Thredson cuts open Lana's blouse and graphically describes what she'll feel as he kills her. He remembers seeing Lana at Kit's arraignment, insisting to another reporter that the Bloody Face killer must have a reason for doing what he does and that he couldn't have started off as a monster. Talking for her life, Lana says that she understands Thredson and that he shouldn't feel guilty because everyone deserves a mother's love. When Lana calls him "baby," Thredson realizes that she understands him, rips off his mask, and says that baby needs colostrum. At that, he bends over and starts feeding at her breast.
As the police cut down the bodies, Detective John Grayson and his partner arrive. They find a car outside and confirm it belongs to Leo Morrison of California. However, they have been unable to confirm the identity of the three dead men in the Bloody Face masks. The detectives find Leo's body and discover that his right arm has been cut off. As they start looking around, a cell phone rings and the detectives find it in the next room. The cell phone is in Leo's severed right arm and Grayson answers it. Bloody Face tells the detective that he only killed the imposters, not Leo, and hangs up. Grayson's partner tells Grayson that he talked to Leo's sister and confirmed that he was on his honeymoon with his wife Teresa, and they wonder where she is.
In a hidden chamber, Bloody Face walks in and goes to the table where he has strapped Teresa down.