This episode opens with a flashback sequence that explains how Lt. Fredericks obtained her chip in 2028. It show Fredericks during an academy run that goes bad and her tumbling into a cavern and alsmost drowning her. It shows her training and hot dogging with two freinds when a rock clips her subfighter, sending her towards an underwater cliff. a sea crap attemps to resuce her but inadvertantly drops her into a cavern.
Four years later, 2032, at an officer's club, Lt. Fredericks is having drinks with those same two friends. They share memories of the situation and Fredericks explains her chips. She also explains that the UEO charter has expired and McGrath may loose his postion if Bourne has his way. Fredericks two friends are attacked by another 'chippy' as they leave the bar.
At a secured site a cocktail party is in full swing where Brody and Fredericks are in charge of security. Back on SeaQuest Piccolo's attempts to become an officer brings him closer to Henderson and Piccolo starts to have feelings for her.
At the commencement of the negotiations Bourne and McGrath get into a verbal fight and other confederations take sides. An attempt is made on Bourne's life as he leaves the negotiation session. Fredericks in an escort capacity with Brody, discovers an attempted assasination attempt and tries to stop it. When she discovers it's her freineds from the bar she reluctantly shots and kills them per orders.
Back on SeaQuest Tony makes his intentions clear to Lucas but Lucas makes a non-commital reply that Ford and Henderson are an item. Brody is releived of leading the security detail after making a snide comment about 'chippys'.Fredericks feels there may be something wrong with her chip so she does a self diagnosis and contacts her psychologist. He tells her that nothings wrong with her and adjusts her chip. He doctor puts in a call to Deon and tells him that the chip is now reprogrammed.
Ford and Piccolo have a discussion where Piccolo confirms that Ford and Henderson are an item. Ford tries to deny it but Piccolo doesn't buy it, even when Ford orders him to stay away from Henderson if he can't keep thier relationship impersonal. Meanwhile at the colony Fredericks runs through motions that have her assembling a gun and targeting on McGrath as the days session is prepared for. As the simutlation is run through it appears as if Fredericks is acting out of her control.
At a press conference, Bourne tries to say that the UEO tried to assasinate him. McGrath tries to show the truth but is losing ground til Fredericks shows up. Hudson introduces her to the press and Bourne is forced to eat his words and acknowledge the UEO saved him. Fredercicks tries to warn Hudson but he misses her signals. The next time she tries to send a signal she hands Brody a package and he also misses the signal at first.
As Piccolo leaves for his test he talks to Henderson and tells her that he's attracted to her, and she confirms that she's with Ford. Piccolo thanks her for her help and heads off. Brody takes his suspicions about Fredericks attitude to Hudson, but Hudson trusts Fredericks moer and sends Brody back to the boat.
Deon and Bourne celebrate their plan as Fredericks enters the room. Deon demostrates that Fredericks is totally under his control by having her chock her Doctor when Bourne shows doubts. When Bourne questions what will happen if Fredericks tries to go against the plan, Deon explains that her chip will have an unfortunate overload that would kill the Lieutenant.
Ford and Henderson's relationship comes to a head when she wants to take it public. They have an argument aboard the colony that results in Ford giving in to her demands. Back on SeaQuest Brody opens the envelope that Fredericks gave him and he discovers a chip inside. At the conference Fredercicks gets into postion to assasinate McGrath. Brody takes the disk to Lucas and he discovers that the disk contains the assasination plot.
In a race against time Lucas tries to take Fredericks offline as McGrath puts their new chater into immediate place agter a confidence vote in his favor. Fredericks tries to stop Deon but he gets away from her. Hudson also gives chase and relishes the chance to punch Deon out cold. Without her chip, Fredericks flass off some high scaffolding and gets frightened. Hudson bestows confidence in her and saves her life.
As Deon is being escorted out of the colony after swearing testimony to Bourne's guilt he is assasinated by Freeman and dies. Fredericks is awarded a medal of commendation for her bravery and actions and she allows herself a cry before going back on line.