Janet takes her daughter Megan to a funeral and discovers it's for herself, lying in a coffin. She tries to tell Megan that she'll be back for her, but Megan is taken away and Janet is sealed up in the coffin...
... and wakes up from her nightmare. She goes to Erika's room as a storm comes down outside, and worries that she'll die there. Erika insists that Janet is the most amazing person she knows, and she can't think of dying. She promises to make sure that Janet doesn't die, but Janet doesn't believe her.
On a plane flying back from South America, Renbe goes into the bathroom and puts Stefano's collection of thumbs into a candy tin, and then covers them up with the candy.
The next morning, Ulrich checks on Janet and Erika. He notes that Janet looks tired and offers anything he can to help. They tell him they don't need help as Joe comes out of the elevator. As Janet goes down to breakfast, Erika suggests to Joe that they should kill Ulrich. Joe warns that would make them no better than him, but vows to do everything he can to stop Ulrich from getting Janet.
Later, Ulrich offers Charlie a shave while Bill waits his turn. When Bill asks what's going on, Ulrich admits he doesn't know a lot of things, but tells them not to sweat the details. Graham comes in and wonders what they're doing, and Charlie and Bill tell him to relax and enjoy. Disgusted, Graham leaves and Ulrich finishes Charlie's shave.
Renbe and Kat arrive in San Francisco and go through Customs. They stumble over their stories and the inspector checks their bag. She finds the candy and has Renbe open the tin, but doesn't search to find the thumbs. As they leave, Lt. Gomez and his men approach them and inform Renbe that he's under arrest for Janet's abduction. Gomez sends Kat on her way and takes Renbe's bag before she can get away from it.
In the town in their hotel room, Moira tells Graham that he doesn't have to protect them, but he admits that he's still a Marine and can't back down. They kiss.
Joe asks to talk to Janet, but she refuses. He figures that Ulrich has gotten to her, but Janet tells him that at least Ulrich is honest. She feels that Joe doesn't know who she is, and she doesn't want to get involved with him. Janet leaves while Ulrich watches the exchange on the monitors and smiles in satisfaction.
Kat returns to the Register but discovers that security gates have been installed and she's been fired. The security guard, Grant, tells her that the paper has been bought out and the new editor, Pulitzer prize-winner Joe Derrane, has brought a more serious tone to the business. Now they're doing serious stories. As Kat goes, Grant insists that he doesn't believe what they're saying about her.
Janet comes to the lobby to see Ulrich, who insists she call him Liam. He takes her hand and assures her that the people in charge care deeply about her. Janet takes his hand in response and notices that he's wearing a wedding ring, and that his arm has burn scars. Ulrich explains that he was a school principal and his wife and children were killed in a house fire. He injured his arm running in to try and rescue them. Ulrich asks if she trusts him, and then takes Janet to the underground command center. He explains that they use it as part of the Process to nudge people to do what they want. Ulrich claims he's telling her because he figures she can handle it, and that eventually she will understand what they're trying to do and embrace it. Janet warns him that it won't happen anytime soon, but Ulrich assures her they have plenty of time.
In San Francisco, Kat returns to her apartment and discovers that she's been evicted. The landlord tells her that he knows she did, and it's disgusting. Edick comes up and asks why she came back, and warns her that she can still be tracked via the GPS in her cell phone. Edick explains that everyone thinks she stole pain pills from children with cancer and sold them to junkies. Edick tells her to be careful and then goes, and she throws away her cell phone.
In the town, Charlie meets with Bill at the hotel bar. Bill suggests that they make a deal with their captors and sign up, given how much they've helped them so far. However, Charlie figures it's just more manipulation, and tells Bill to stop looking for the easy way out all the time.
Ulrich watches the monitors, and explains that he was confused and angry when he was brought to the town. He talks about Joe, noting he wasn't afraid to use a gun. Ulrich admits that Joe shot him three times, and he has the scars to prove it. He explains that Joe is afraid of the truth, and that everything they do is programmed behavior. Janet kisses him and asks if it involves free will. When Ulrich says it's an illusion of free will, she kisses him again and asks if his response is free will. He kisses her back and Janet suggests that they should go.
As they return upstairs through the elevator, Joe confronts them and demands to know what Ulrich is up to. Janet insists that Ulrich has been honest with her and tells Joe to stay out of it, and Ulrich tells him to forget any romantic connection with Janet. Joe attacks Ulrich but Janet pulls him off. Ulrich pulls out the razor from the barbershop and swears revenge, but Janet asks him to put it away and he agrees. He and Janet both walk away, and Joe realizes that Graham and Moira have seen the entire exchange.
In San Francisco, Gomez comes to see Renbe in his cell and asks for an explanation concerning the thumbs. Renbe explains that they belonged to people who were killed in the town, and he was there looking for Janet. Renbe tries to explain but admits that it sounds crazy, and Gomez explains that the thumbs all belonged to six people who disappeared at the same time a year ago. Renbe is forced to admit that he didn't see the men in blue coveralls kill anyone, and Gomez tells him he'll receive a psych evaluation before leaving.
The next morning, Graham is sleeping in Moira's bed as she starts writing on the wall again, describing a normal life and love.
At the restaurant, Bill asks Charlie why he hasn't spoken to him since their conversation about making a deal. He admits that he doesn't want to die, and he doesn't want to go it alone. Charlie slaps him and tells him to wake up, and says that none of them can trust Ulrich and his people. He tells Bill that he hopes he'll come to his senses, and Bill says that he thinks he has.
Erika asks Janet if she knows what she's doing with Ulrich, and Janet insists that she has to get back to her daughter. She figures that she can handle it, but Erika warns that she's been in prison before and captors only want what they want. Erika then tells Janet that she is Teresa and the real Erika is dead, killed by prison guards in a situation she thought she could handle. Teresa got the tattoo in her memory, and the others thought it was her name. She repeats her warning to Janet that she can't trust Ulrich.
In the manager's office, Ulrich is in tears as he watches the footage of Janet kissing him. In her office, the Director watches Ulrich watching the footage.
Erika goes to see Joe and says they have to do something about Janet before it's too late. She reminds him of what he said about doing everything they can, and Joe agrees.
That night, Ulrich is at the town square and meets with Janet. He explains that he thought he knew where his life was going, but then he met Janet. Now everything he tried to get rid of has come back, and there are rules against intimacy. Janet has gotten him to question his orders, and she insists that they can find freedom. She asks Ulrich where he wants them to be, and he wonders if he should just throw everything away for a feeling. He kisses her and then tells Janet to get as far away from him as possible so she won't suffer.
Gomez tells Renbe that he's been taken off the case for no given reason, and the thumbs have come to the attention of the FBI. Renbe is to be transferred to a government facility but his case will be misfiled and he'll be let go. When Renbe wonders why Gomez is helping him, the detective walks away without answering.
The Night Manager, missing one eye, brings a case with six severed thumbs to the Director. She asks what is wrong with the situation.
After his release, Renbe meets with Kat and explains what happened. She destroys his cellphone and he takes her to a place they can relax.
At the barbershop, Ulrich is shaving Bill when Charlie comes in and tells him to leave him and Bill alone. Bill refuses to go but Charlie insists that Bill isn't interested and he needs someone to remind him he doesn't have to sell his soul. Ulrich accidentally slips and scratches Bill's throat, and Bill gets up and treats the wound, and realizes that Ulrich is using him. Bill and Charlie leave together.
From the hotel balcony, Graham watches them and notes that they were with Ulrich earlier. Moira wonders if they can be trusted, and worries that Janet has been spending a lot of time with Ulrich. When Graham wonders who they can trust, Moira insists that he can trust her.
Renbe takes Kat to a cheap hotel and he takes out a bottle of tequila. Inside it is the seventh thumb.
When Janet returns to the hotel, Joe asks for a minute of her time. She agrees and he warns her that she can't seduce Ulrich. Janet insists that it's working, but he tells her to ask Ulrich about the truth concerning the burns on his arms. When she wonders why he doesn't tell her, Joe admits that she wouldn't believe him and Janet agrees. She goes to see Ulrich in the office and asks for the truth concerning the fire. Ulrich finally admits that the fire was in the town during his Level 1, and he set it trying to escape. However, his hands were shaking and he spilled some on his shirt. Ulrich set the fire to kill the others in the hopes that he'd be released as the sole survivor. He insists that he's sorry for what he did, but hopes Janet understands because she went through the same thing. Janet tells him that she does and thanks him for being honest.
Once Janet is gone, Ulrich calls the Director and tells her that Janet is on-board. She wonders if he's letting his feelings interfere, but Ulrich insists that Janet understands her position. The Director agrees and tells him goodbye, and signs off. She then calls in the Night Manager and tells him to prepare red cards for Town 27 and all of the participants, including Ulrich, because the pollution is too great to clear.