A speeding pick-up races onto the property of Kensington Racetrack, in Kentucky, and stops in front of a burning stable. Aimee Martin jumps out amongst the painful whinnies and screams of horses trapped in the blazing building. A single thoroughbred gallops out, followed by Aimee's father, Willie. When she tries to run in to save the other horses, he tells her it's too late.
Nine horses died in the fire, Willie tells Nathan as they, along with Eliot, sit in Willie's office. Baltimore, the only thoroughbred that survived, has smoke in his lungs and will never fully recover. Both Willie and Aimee are horse trainers-something their family has done since the Civil War. This means, as Eliot explains, that they didn't actually own the animals that died, but did everything from raising, breaking, and racing them. Actually owning them requires a good deal of money-money that Alan Foss, the owner of Willie's horses brought to the table when he came down from Wall Street. Foss offered Willie a share in ownership, which was a deal he couldn't pass up. When the horses started underperforming, Foss became unhappy and, unfortunately, expressed his discontent in the form of flames. Everybody in the room knows he set the fire to be able to get his investment back in the form of insurance money, but, despite this being a highly illegal move, it still looks bleak for Willie. He's out of horses that can perform, a stable and, because he's now uninsurable, a job. When Nathan tells Willie they can get him a portion of the $2 million of insurance money Voss is owed, he's surprised at the trainer's reaction. Willie doesn't want any part of the money-he wants Baltimore. If he gets the last of Voss's horses, not only will he be able to take care of him properly, but that'll knock Voss out of the horse business.
Aimee then walks into the office and sees Eliot, much to her disgust. The two of them clearly had romantic dealings in the past and apparently, it's been eight years since she's heard from him. In that time, Aimee's been married and left by her husband. She seems to have a thing for guys with one foot out the door, as she puts it. When she storms out, Willie follows.
Alone in the room, Nathan makes it clear to Eliot that he's hesitant on taking a job in which one of his crew members is intimately linked with the client. Eliot ensures him that he's there to help Willie and the horses, that's it.
At Leverage headquarters, Hardison debriefs the crew on Foss and his dealings. As it turns out, he's a hedge fund manager for a firm in New York City. He's made quite a bit of money in the last two years--$40 million to be exact-and has picked up some expensive hobbies along the way, including high stakes poker and owning racehorses. At the mention of the word "horse," Parker has a bit of a freak out. Due to an experience during her childhood in which she saw a man dressed as a horse kill a clown, she has a fear of horses. Once Parker is unique in ways nobody thought possible...
Hardison moves on, nonetheless. Six months ago, Foss bought all of the thoroughbreds from Willie's stable, along with an insurance policy on each. The lone surviving horse, Baltimore, is insured for $200,000. Their mission is to somehow take Baltimore, Foss's last horse, and get it to Willie. A little added bonus for Nathan in this job is Foss is insured by his old employer, IYS-if he can swindle them while getting a win for Willie, he'll be a happy man. First, however, a plan must be devised. They know Foss will be at Kensington Racetrack the coming weekend because there's a race going on there, so Nathan tells Sophie to prepare her southern belle character...
Sophie graces the Turf Club at Kensington with her presence as Catherine-Beth "Kitty" Lovely, a blood stock agent. She just happens to engage Foss in conversation at the bar, both to establish herself as a flirtatious legit horse dealer, which Foss eats up like the greaseball he is, and to steal his wallet, to which she hands Parker. Thanks to a handy credit card swipe machine strapped to her thigh, Parker can relay Voss's account info to Hardison. He finds out that the sleazebag has a $50,000 limit, which will help in the high stakes poker game that he, Nathan, and Eliot are setting up as Sophie/Kitty lures him in. The technology for the game is put in place-X-ray cameras allow Hardison's computer to see through the special deck of cards they use, allowing him to see anyone's hand of cards. That information is then relayed to Nathan, so there's no way he can lose. Parker then returns Voss's wallet to his pocket, unbeknownst to him, but not before seeing his bet ticket-turns out he put money on a horse named Kentucky Thunder. Sophie/Kitty uses this information to heighten the stakes-she says she was the individual responsible for selling that horse to its current owner.
As they make their way out to the track, Foss offers to buy Sophie/Kitty a drink after the race, to which she declines. As it turns out, she runs a monthly poker game at the track and must attend to that. Foss, overconfidence oozing, doesn't waste any time in telling her that he wants in on the game. It just so happens that the buy-in is $50,000, according to Sophie/Kitty, which is a price she knows Foss can afford. He's roped in, but, like all of Sophie's cons go, he fails to see the rope.
Sophie/Kitty brings Foss to the game and his opponents are familiar to all except for him. She introduces Hardison as Sheikh Khalid of Dubai and Eliot as Brad Mackey ("one of the best trainers in town"). As Foss sits down, Nathan strolls through the door as boisterous, bigger-than-life Bob Gibson, the horse owner for whom Eliot/Brad works. As the game is about to begin, Voss pulls out his own deck of cards and asks if they can use them. Obviously, Foss wants to make sure he's not getting hustled. Unfortunately, that's exactly what the crew intended to do with Parker manning Hardison's X-ray card reader in the next room. So as to not raise his suspicion, Hardison/Khalid, Eliot/Brad, Nathan/Gibson all agree to use Foss's cards, despite them needing to do some quick thinking in order to regain the upper hand.
After a bit of playing, Nathan/Gibson and Foss are the only ones left in. Foss is way down and, when he offers to bet with his wristwatch, Nathan/Gibson doesn't allow it-"Either we play for cash or we play for horses," he says, therefore egging Foss into betting Baltimore. True to form, Foss is too confident for his own good, so he signs an impromptu contract sealing the bet and is completely shocked when his four nines are beat by Nathan's/Gibson's four jacks. Of course, he didn't exactly get beat fair and square-a bit of card trading was going on under the table between the crew during the game-but, despite his grumblings, Foss has to recognize his loss. If he doesn't and refuses to pay up, Nathan/Gibson promises him that he'll tarnish his reputation to the point of crippling his stake in the horseracing world. Foss leaves unhappy, the crew has completed the mission, and the job is done. Or is it...
As Nathan walks through the parking lot after the game, a car driven by Sterling, his former rival at IYS, pulls up next to him. Sterling is curious as to why he's playing poker with his client, the one he happens to be investigating because of the stable fire. After a bit of back and forth that puts the two men's disdain for one another on display, Sterling rephrases his question-why is an ex-insurance agent playing poker with a man currently being investigated for insurance fraud? Then it hits him, or so he thinks. Nathan wants his old job back. He himself is trying to collect evidence that Foss is trying to work the system so that IYS doesn't have to write a $2 million check to pay for the lost horses. In an attempt to walk away clean, Nathan coolly lets him know that, yes, he's right and he'll back off of Foss. Sterling, never one to avoid competition, pushes harder. Instead of concentrating on Foss, he says, he's going to go after Willie Martin for the fire. He knows Nathan well enough to know that this will raise his ire a bit, especially when he says, "We're insurance men, Nate. We don't care about who's guilty or who's innocent, just who pays."
That's when Sophie pulls up next to the two men at precisely the wrong moment. She's someone Sterling recognizes quite well, thanks to her sordid past, and he finds it rather interesting that she and Nathan are in cahoots. When he pulls away, they both come to the obvious conclusion-they need a new plan.
The crew is clearly nervous about Sterling involvement with the job-they hold his feats as legendary acts that perhaps even Nathan hasn't matched. They want to make a quick escape with Baltimore, but Nathan points out that it's not possible. Now that he's on Sterling's radar, everything he touches will be in danger of going down the tubes. If he keeps Baltimore, Sterling will do his best to get him back to Foss; even worse, if he gives Baltimore to Willie, the trainer will face a situation direr than anything he's faced before, thanks to Sterling's ability to ruin lives. Thankfully, Nathan thinks he has a plan.
Hardison and Parker will run interference on Sterling, Sophie will lure Foss back to the racetrack, and Eliot and Nathan go to find themselves a stable...
...which takes them back to Aimee Martin, who is still doing her best to turn a cold shoulder to Eliot whenever possible. She sets Nathan up with some horses at the Kensington stable, so his act as horse owner Bob Gibson will seem legitimate, which allows Eliot to resume his role as Brad Mackey, Gibson's trainer. Not only has Aimee gotten Eliot a trainer's office, but Hardison also designed some fake trainer logos for Eliot so anybody looking will know which horses are his. It's the only way to tell the horses apart while they're in the stable. Always a peach, Aimee makes sure they're all set by asking, "Anything else you need so you can wrap this up and go back to being a somewhat disappointing memory?" Nathan, usually cool-headed, begins to show his frustration about Eliot working a job that hits so close to his past.
In the meantime, Hardison and Parker hide out in a van in the track parking lot waiting for Sterling to pull in. When he does, Hardison notices that his car is electronic everything, which means it's run by computers. After overriding the system, he controls everything in the vehicle and gives it a sort of automobile seizure. Locks pop and unpop, windshield wipers slash back and forth, the security system blares, all while Sterling is helpless to do anything. Hardison and Parker watch with glee, but only for an instant. After a few moments, the savvy insurance agent notices the suspicious-looking van sitting right behind his car and places a phone call to the police, knowing full well that Hardison will be tapping into his call. He tells the dispatcher about a van in which he heard screaming and on which he saw blood. It won't be long before the police get there to check out the report. "He's like Nate," Parker says. "Evil Nate." No time for retribution now, though, they've got to run before the cops arrive.
Back at the stables, Sophie/Kitty has managed to get Foss down there to talk to Nathan/Gibson about Baltimore. The obnoxious owner rudely kicks Eliot/Brad out of his own office so they can do some business, as far as Foss can tell. As it turns out, Foss says can't legally sell him to Nathan/Gibson until his insurance claim clears. Unfortunately for him, the contract he signed during the poker game gives Nathan/Gibson ownership, so he's there to buy Baltimore back for $40,000. Nathan/Gibson, always the businessman, says the price went up to $2 million. This enrages Foss-of course he's not going to pay that. When Nathan/Gibson leaves with Sophie/Kitty, he expresses his frustration to Eliot/Brad. He tells him that he's creating a hedge fund portfolio with some buddies of his from New York, except instead of trading stock, they'll trade horses. With all of the Wall Street money that's going to be pumped into the horseracing business, old school owners like Gibson will get pushed off of their own turf. This worries Eliot, who assumed Nathan's/Gibson's refusal to sell Baltimore might get Foss out of racing horses, immediately reports this to Nathan, who assures him he's working on a plan. This doesn't convince Aimee, who's worried for her father, and she storms off.
Eliot follows and, as she spouts off about their situation, it comes back around to Eliot leaving and not coming back. Apparently, while they were in a relationship, he made it a habit of making an unforeseen exit from time to time, which put Aimee on edge. He says he left for good when she got married, she says his lack of correspondence is inexcusable, regardless off the situation. She doesn't understand how Eliot could just drop off of the map, which, unbeknownst to her, happened because he was captured while pulling a job. But that's neither her nor there at this point. Then all of a sudden, the angst and frustration boils over...they kiss briefly...then they kiss again a little bit more passionately...then they head into a horse pen...
Back in the trainer's office, Sophie wants to know that Nathan involvement with this job isn't just to stick it to Sterling. Despite his best efforts to convince her otherwise, she's not buying his story because he has yet to come up with a solid plan. However, when Hardison and Parker walk in the door arguing over Parker's fear of horses, it hits him. Based on an old European scam where someone poses as a long lost relative of the royal blood line in order to reap the luxury and grandeur of that lifestyle, Nathan comes up with his own plan related to horses-the crew is going to sell Foss the lost heir of the royal equine family, or more succinctly, the greatest horse that never lived.
They're going to use Baltimore as the fake heir, but this will take some hacker work on Hardison's part. Every thoroughbred has a microchip implanted in its neck with a scannable ID number. This number corresponds to its blood line, which owners can look up on a database to find out from which family it comes. In order to pull this off, Hardison will have to reprogram Baltimore's ID with a fake number and then hack into the database to connect this number with a fake horse with a great blood line. Eliot, however, points out a problem-they can't use Baltimore because of the damage that was done to his lungs in the fire. The ID number scan would work, but, when it came down to a field test, Foss would see how slowly he now runs. What horse that runs like a champion can they use? Kentucky Thunder, of course, the horse Foss bet on the other day at the track. They're going to be stealing a championship racehorse in order to fake another championship racehorse.
Sophie meets Kentucky Thunder's trainer, saying a reporter from Sports Illustrated has arrived to do an interview with him. With some help from Hardison hacking into his cell phone's voicemail, the trainer believes her lie and walks away to find the reporter who isn't there. This allows Eliot to sneak into the stable and borrow Kentucky Thunder.
In the meantime, Hardison picked up unwitting Chinese couple, the Chens, from the airport and brought them to the racetrack to use as unwitting players in their scam. Despite Mrs. Chen having a small bladder, he hasn't had any trouble with them to his knowledge. So, with them in place at the track and Sterling nowhere to be seen, things seem to be running smoothly.
Eliot/Brad drives Foss out to the track on a golf cart and asks him if he's familiar with the Beijing Jockey Club. He does, and shows his knowledge by explaining that a Chinese broker wanted to start a horse hedge fund in his home country and imported 600 horses from the best blood lines in the world. A year after they arrived in China, however, the communist government cracked down and euthanized all 600. Nobody collected any insurance money and fortunes were lost. Eliot/Brad points out that one part of his story needs correcting-only 599 horses were killed by the Chinese government. The lone survivor, Fei Kuai, happens to be running the track right now in front of his very eyes. The time he posts is incredible and Foss is immediately interested. Little does he know that Fei Kuai is really Kentucky Thunder.
Eliot/Brad points out Fei Kuai's original "owners," who are really just the Chens enjoying a day at the track, chatting with Sophie/Kitty and Nathan/Gibson and tells Foss they're trying to sell him before the government finds him. When Foss asks if they're trying to sell to Gibson, Eliot/Brad says yes, but for a fraction of what he's worth. He knows full well that Foss and his audaciousness won't allow him to resist the opportunity to outdo his new-found adversary. And he's absolutely right.
Eliot/Brad has Foss affirm Fei Kuai's noble bloodline by having him plug in the number, 8993, he scans off of the horse into the database online. The number, of course, is a fake and the scanner was rigged-Hardison programmed both, so the chip in Fei Kuai's/Kentucky Thunder's neck leads Foss to the fake profile. In his ignorance, Foss pleased at what he finds-Fei Kuai is a descendant of War Admiral and Secretariat, amongst many other great horses. This horse has to be his.
In the meantime, Nathan and Hardison discuss what they know about Foss's investment partners. There are five of them, who have matched his $2 million in seed money, giving the group a total of $12 million to spend. Foss has been put in charge, so everything is his call. Having this knowledge, Sophie can go to work...
After he finishes checking Fei Kuai out, Foss tells the Chens, who stand next to Sophie/Kitty, that he would like to buy their horse for more than whatever Gibson said he'd pay. Sophie/Kitty lets him know that Gibson offered $11 million and Foss counters with $12 million. Thanks to the language barrier, Sophie/Kitty manages to make it look like the Chens accept Foss's offer. Elated, Foss even accepts the offer to pose in a photo with the Chens, which seems harmless enough at the time...but when Mrs. Chen heads to the bathroom once again, she hands Sterling the camera, saying she captured a good number of nice photos for him. He pays her some money, she makes an exit, and he looks at all of the evidence proving the deal went down. He's now in possession of some major ammunition that he can use against both Foss and Nathan.
Later that day, Sterling walks into the trainer's office at the stable to speak with Nathan. He tells him that, for one, he's shocked that he's become a "common criminal." He also tells him that he spoke with Foss to taunt Nathan into thinking he told his client about the scam, but it doesn't work-he knows Sterling isn't going to risk losing a $2 million for IYS by trying to get back at him.
Bad news follows this encounter-Sterling is going to use his own scanner to test Fei Kuai's/Kentucky Thunder's blood line when Foss goes to buy him and Hardison isn't going to be able to lead him to the fake royal blood line link in the database. Unless they actually cut out the chip and put a new one in with the correct fake numbers, game over. To make matters worse, Kentucky Thunder isn't even being kept at the stable anymore-he's been taken to a stud farm. Nathan wants to wait and come up with another plan, but Eliot believes they need to stick to their guns so as to not raise suspicion. Nathan, however, makes it quite clear that he thinks Eliot is unwisely trying to prove something to his high school sweetheart by standing up for her father's horse. It's not until Sophie points out that Nathan might be trying to prove something by beating his old nemesis at his own game that he agrees to stick to the plan.
Eliot, Parker, Hardison, and Aimee all go to the stud farm to liberate Kentucky Thunder, but only find a locked stable door. It's time for Parker to face her fear of horses and break into the building so they can bust the horse out. Despite some grumbling, Parker agrees to do it and, when the time comes, even makes nice with Kentucky Thunder-"Horse are much less murderous than I originally thought," is her summation.
Across town, Sophie/Kitty brings Foss to Fe Kuai's pen, as evidenced by the nameplate next to the door, and tells him to wait. Little does he know that Kentucky Thunder has yet to arrive at the stable. When Nathan asks about their status, the crew that took Kentucky Thunder tells him they're almost at Kensington, but then they hit a major snag-an accident on the road up ahead has traffic at a standstill and it's not going to get better any time soon. They have five minutes before Foss, along with his investors, will be showed an empty pen.
When traffic doesn't get any better and with the deadline looming, Nathan tells the crew that he's pulling the plug. Eliot, however, has an improvised plan. He rides Kentucky Thunder out of the trailer and both gallop to the racetrack. Thankfully, he arrives just in time. Major snag averted.
Sophie/Kitty leads Foss out to Fei Kuai/Kentucky Thunder, where he tests his chip once again with Hardison rigged scanner and gets the expected result-8993. He's ready to make the deal official and signs the contract Sophie/Kitty hands him, then wires her the $12 million, as promised. He then watches as Eliot/Brad leads Fei Kuai/Kentucky Thunder into his pen, where he will be inspected by Sterling and the investors in moments...
When Sterling arrives, along with Kentucky Thunder's trainer and Foss's investors, he drops the news on Foss that the horse he thinks he's buying is really Kentucky Thunder. When they open the pen, however, Kentucky Thunder's trainer can see right away that it's not his horse in there. When scanned, it's revealed that the horse standing in front of them is none other than Baltimore. While Foss was out signing the contract and paying Sophie/Kitty, Hardison and Parker switched the nameplates on the pens, putting Fei Kuai's on the pen holding Baltimore. Because Foss had expressed on several occasions that he couldn't tell one pen in the stable from another, he had no idea that the switch had been made. Unfortunately for him, it appears as though he's made a deal to buy back a horse he already lost in a poker game and, thanks to his investors, insure it for $12 million. Sterling, citing the fact that he originally insured Baltimore for $200,000, denies his insurance claim for the fire right then and there. After all, that's insurance fraud. To make matters worse, his investors want their money back-all $10 million-which is all Foss has left. It appears as though he won't be involved in horse racing, or any other rich boy enterprise for a long time to come, if ever again.
The crew then meets with Willie to give him some start-up money for his stable and let him know that an additional $12 million will be hitting his account soon. Nathan also gives him the contract for Baltimore. Since the fraud charge invalidates the second sale, ownership reverts back to the original owner, who is Bob Gibson, who is really Nathan Ford. Of course, Nathan gladly hands Willie ownership of Baltimore. Willie gives his thanks by saying he's going to name his next horse "Mr. Ford."
Before he leaves, Eliot and Aimee make their peace. She tells him she knows that he'll never settle down for good, but she's glad he's found a family of his own-the Leverage crew. They part on a kiss...
Nathan arrives back at Leverage headquarters after the long trip, only to be met in his office by Sterling. Both begrudgingly tip their hats to one another-Nathan acknowledged that it helped their scam when Sterling bring Kentucky Thunder's trainer to the stable and Sterling points out that the paperwork the crew had Foss sign saved IYS a lot of money. When Sterling accuses Nathan of thinking he's above the law, Nathan says, "I like to think of it as I pick up where the law leaves off."
Perhaps assuming future encounters, both men assure each other that they won't be so nice next time...