Dressed in black, Janet walks through a funeral home holding her daughter Megan's hand. As they approach a white coffin, a hand reaches out to open it, revealing... Janet! Megan wishes her mommy bye-bye. From the coffin, Janet calls out to her daughter, promising she's not dead, but her cries go unheard, and she can't move. As the coffin closes, shutting her in, the real (?) Janet wakes up from her nightmare in her hotel bed during a violent thunderstorm.
Janet rushes down the hallway to Erika's room. She apologizes for crashing, but she's not sure if she can take it anymore. Erika tries to talk her down, promising they're not going to die; she'll make sure of it. Still, Janet knows no one can make any promises. Meanwhile, the storm rages overhead, as Renbe rushes into the bathroom of the airplane he and Kat are taking back to San Francisco. He dumps the contents of a candy tin, stashes his bag of severed thumbs on the bottom, them covers them over with candies.
Ulrich knocks on Erika's door, and is immediately concerned to see Janet looking tired. Erika tells him to beat it, and Janet takes off, brushing by Joe on her way into the elevator. Ulrich accuses Joe of following him and speeds off, leaving Erika to advise Joe to kill Ulrich. Joe thinks killing will make him no better than Ulrich, with no mention of the fact that he thought he already did kill him. Still, Erika knows Ulrich's after Janet, and exacts Joe's promise that they'll both do everything they can to stop him.
In the barbershop, Charlie enjoys the reminiscence and sensual pleasure that only a straight-edge razor shave can give, while getting comfortable with barber Ulrich. When Charlie asks why the town is so retro, Ulrich claims he doesn't know, then offers a rule to live by: if you want to succeed, don't sweat the details. When McNair enters, Bill tells him to wait his turn. But McNair doesn't want a shave; he can understand why Bill might, but can't fathom why Charlie would let a man who works for the kidnappers hold a blade to his throat. This comment rolls right over Bill but gives Charlie pause.
Kat and Renbe approach SFO customs with trepidation, and fumble their interview, prompting the agent to demand to see the contents of Renbe's candy tin. When Kat mentions they work for the Register, the agent perks up, having just read the recent series on migrant workers who were denied medical care. Kat and Renbe exchange puzzled looks as the agent closes the candy tin and sends them on their way. Renbe is just rating his performance seven thumbs up, when he finds himself surrounded by cops. Detective Gomez arrests him on the spot for abducting Janet, confiscates the knapsack containing the candy tin full of thumbs, and tells Kat she's free to go.
Moira asks McNair if he's scared. When he insists it's his job not to be, Moira reminds him he's not a Marine anymore, even if he wants to close his eyes and wake up back in the corps. Besides, then he wouldn't be with her. They kiss, as Janet bumps into Joe on the way out of her room. She doesn't want to talk and denies that Ulrich has gotten to her. At least he's honest about who he is, unlike Joe. Ulrich smiles as he watches Janet blow off Joe, claiming she can't afford to get caught up with his garbage.
Back in San Francisco, Kat's surprised to find new security measures in place at the Register. When she asks Grant the security guard to let her through, he insists he can't... because she's been fired. The paper was bought last week, everyone was fired, and a new Pulitzer-winning editor was hired; now it's like a real newspaper. Feeling very strange, Kat leaves.
Meanwhile, Janet approaches Ulrich, trying to bond. He takes her hand, trying to convince her that people care about her. Janet notices a burn scar where a wedding ring used to be, and more scars on his arm. Ulrich explains that he used to be a school principal. One night he returned home after working late to find his home engulfed in flames. He was too late to save his wife and kids. He asks Janet if she trusts him, then leads her to the inner sanctum, explaining that it's the process by which The Program "nudges" its participants in a certain direction.
The notion of the Pain Wall as a form of "nudging" doesn't sit well with Janet, but Ulrich points out that it's been weeks since anyone tried to leave. He's revealing all this only because he thinks Janet can handle it; in the long run, he thinks she'll embrace what The Program's trying to do. Back in San Francisco, Kat tries to get into her apartment, only to find that the locks have been changed. When she rings the super, he threatens to call the cops. He knows about the disgusting thing she did, and she's been evicted because of it.
Kat's just about to raise a ruckus when Edick appears out of thin air to ask why she came back. When she complains that her job, bank account, and apartment are gone, her credit cards frozen and her cell phone dead, he warns her to forget it all - the GPS on her phone still works - and throw it away. Furthermore, everyone in San Francisco thinks she stole pain pills from kids with cancer and sold them to junkies, courtesy of an article that was run in her own newspaper. Telling Kat to take care of herself, Edick melts into the night. Kat wastes no time throwing her cell phone in the trash and melting into the night herself.
Charlie finds Bill drinking in the lobby, mulling over a proposition. What if Ulrich and his posse behind the camera are out for good? Why not let them help more - why not sign up for The Program? Charlie explains that The Program is all about manipulation; he can't forgive or forget what's been done to them. Advising Bill to stop always seeking the easy way out, Charlie leaves him to drown his sorrows.
Ulrich admits he was confused and angry when he was first abducted into The Program, just like Janet. Joe however seemed to take his challenges with a certain zeal, and yes, he did in fact shoot Ulrich three times. According to The Progam's credo, human identity is merely behavior programmed by our ancestral DNA, modified by years of external stimuli. Free will is just an illusion, and The Program has half a century of research to prove it. Janet challenges Ulrich with a kiss. Would he say his enjoyment is just a pre-programmed response to external stimulus? Telling Ulrich it's time to go, Janet leaves the inner sanctum.
Joe's in the lobby when Ulrich and Janet exit the elevator, and he's incensed that Ulrich took Janet to the inner sanctum. When Janet claims that Ulrich's been nothing but open and honest with her, Ulrich warns Joe to stay out of it. Any romantic connection he may have had with Janet is dead. Joe attacks Ulrich, grabbing him by the throat. Janet screams for him to let go, but when he does, Ulrich pulls out his straight razor, and waxes poetic on revenge. Per Janet's request, Ulrich allows her to take his razor and lead him away.
Gomez vists Renbe in jail to ask about the thumbs. Renbe explains the whole story. In sum, he was trying to link Tori's murder to Janet's disappearance and the blue coverall guys. Otherwise, why would he risk smuggling a bunch of severed thumbs into the country? Gomez certainly doesn't know, but he's confident that Renbe will discuss this with the police shrink later that day. He did however run the thumbprints, and learned that all the people in question disappeared on the same day last year. But unless Renbe saw the blue coverall guys kill any of the now thumbless people, they've got nothing.
Moira wakes at dawn to write "love" on her conspiracy wall, then sits, gazing lovingly at sleeping McNair. Over breakfast, Bill tries to break the recent ice with Charlie, who hasn't spoken to him since their little "talk." All Bill's saying is he doesn't want to die, and he doesn't want to do it alone. Charlie smacks Bill across the face, telling him to wake up! They can't trust Ulrich and the people behind the camera, and he certainly hopes Bill comes to his senses.
Erika scolds Janet for her seduction of Ulrich - she's not going to be able to handle the result. To illustrate her point, Erika tells Janet something no one else knows: she's not Erika. The real Erika was tall and strong and always kept her safe in jail. Then one night the guards wanted her. She said she could handle it, but Erika watched her die the next morning. She got the "Erika" tattoo to remember. Everyone in the town mistakenly thought it was her name, but her real name is Teresa Randolph.
In his office, Ulrich watches himself kissing Janet on all his monitors, unaware that The Director is monitoring him. Erika tries to rally Joe to her cause. It seems like Janet has a thing for Ulrich and they have to do something before it's too late. Later that night, Janet finds Ulrich pacing in the gazebo. He thought everything was going perfectly until he met her, and his past came flooding back. Now he understands why intimacy is forbidden. Shocked at this irony, Janet encourages him to wake up and pursue the mysterious freedom of his soul. After a kiss, Ulrich warns Janet to get as far away from him as possible; the closer she comes, the more she'll suffer.
Gomez visits Renbe's cell with curious news. All kinds of federal and international agencies he's never heard of are interested in the thumbs, and he's been unceremoniously booted off the case. Tomorrow, Renbe's scheduled to be transferred to an unlisted location - but he'll never get there, because mistakes will be made. When his name is called, Renbe should just shut up and leave. Meanwhile, the former Night Manager, now wearing an eye patch and a fancy suit, presents The Director with a white box filled with six thumbs. Incensed, The Director demands, "What's wrong with this picture!?"
Bill is just relaxing and enjoying a shave from Ulrich when Charlie enters the barbershop to tell Ulrich to leave him and his friend alone. Bill wants to finish his shave, but Charlie insists it's time to leave. They're not interested in what Ulrich has to offer, even if Charlie has to remind Bill not to sell his soul to the devil. When Ulrich asks if that makes him the devil, Charlie says no. Ulrich is the devil's lackey. The real devil never shows his face, just sends in the errand boys. At that moment Ulrich's razor nicks Bill's throat, which is all the opening Charlie needs to yank him from Ulrich's clutches.
Kat meets Renbe in the park. They're both exhausted and need to sleep, so Renbe takes them to a seedy motel, whose owner owes him a favor. Once they're finally in the relative safety of their room, Renbe pulls out the bottle of tequila they brought from San Nicasio. When Kat insists on a drink, Renbe unwraps it to show there's no tequila - but there is the seventh thumb. Kat didn't think he was going to put all his thumbs in one basket, did she?
Joe accosts Janet in the lobby and begs to talk to her. She may think she has Ulrich in the palm of her hand, but he's a born liar. She should ask about his burns, and ask for the truth. Janet stomps to Ulrich's door and insists she knows he lied to her. Ulrich admits his family is alive; he set the fire when he was in level one because he desperately wanted to get out. He figured if he was the sole survivor, they'd release him. His hands were shaking so much when he poured the kerosene he burned himself. When Janet calls him out for burning people to death, he begs her to understand. Still playing her game, Janet touches his face and thanks Ulrich, then leaves.
Ulrich repairs to his office, opens his desk and logs on to a videoconference with The Director. He was wonderful news: Janet's on board! When The Director asks if this is because of Janet's feelings for him, Ulrich insists that both he and Janet understand their value within The Program. The Director signs off, then summons the Night Manager. She needs warrants and red cards for all Town 27 participants, including Ulrich. It's the second town to be flushed in as many weeks, but the pollution is too thick. Looking worried, The Director dismisses the Night Manager, who by contrast seems pleased that his revenge is at hand.