It's night when Joe finds Ulrich hovering over a sleeping Janet. Hurling him into the hallway, Joe threatens he'll kill Ulrich if he hurts Janet. Claiming he's incapable of hurting Janet, Ulrich muses that both he and Joe devoted their lives to The Program. Whatever happens, Joe should remember that it's not Janet's fault. Ulrich retreats back to his office, where The Director waits to videoconference. She appreciates his years of dedication to The Program; there's even a part of her that understands Ulrich's obsession with Janet...
Sadly, none of this will undo the damage Ulrich has done. It's official; The Director has decided to Red Card the entire town. Still, she's giving Ulrich one last chance to preserve his role in The Program. He'll know what he's supposed to do only when he succeeds or fails. The next morning, the captives wake up to find the elevator no longer works and all the furniture in the lobby is gone. They find Ulrich sitting dejectedly at the bus stop. Suddenly, Janet runs out of the Shanghai Palace - something's very wrong.
Everyone splits up to check the buildings, all of which are deserted and emptied of their contents. Next stop is the bus stop to grill Ulrich: what the hell's going on? Ulrich yells: he's not going to die, not this time. Suddenly, screams ring out from the sheriff's office. Janet finds Erika in hysterics, having found a stack of body bags. The weird thing is there are only six, not seven. Joe explains this is because only of them is getting out of the town alive.
Erika demands an explanation for the body bags from Joe, then rallies the others to kill him before he kills them. She appeals to Janet, who makes a beeline for Ulrich, who confirms that indeed, six of them will die. But it's not Ulrich that will do the killing; they'll kill each other. When Janet begs for help, Ulrich allows that if he could, he'd save her. Anyway, Janet will be the one to survive - it's what The Program predicts. Nevertheless, she swears she won't go without the others. Expecting this answer, Ulrich claims that when push comes to shove, Janet will wind up doing whatever it takes to survive.
Janet rushes into Joe's room. Why didn't he tell her they're expected to kill each other? Joe maintains that free will is an illusion; the hostages will do what "they" want regardless. Janet explains that she refused Ulrich's offer to get her out of town, because it didn't include everyone. Joe's confident that The Program will never let him go, and advises Janet to take Ulrich's offer so she can get back to Megan. Janet wishes she could...
Renbe takes a skeptical Kat to a greasy Chinatown restaurant for a rendezvous with his buddy Sherman Golightly, Oakland Medical Examiner. Sherman's a little odd, but he knows his stuff, and has learned that the guy belonging to the thumb Renbe smuggled into the country is still alive. Now dressed in civilian clothing, Ulirch locks himself into his office and dials up The Director. He's ready to recuse himself from the field, and is hoping for a nice desk job, but The Director has other plans for him... which involve a nice new blue jumpsuit. Suddenly, the screen goes black.
Ulrich grabs Janet's hand and pulls her outside; they have to leave immediately. When Janet insists she won't leave without the others, they all join her. Ulrich moves to the edge of town, presses a spot on the welcome billboard, then walks past the deactivated pain wall. Immediately, Bill moves to follow, but he's stopped in his tracks as the pain wall reactivates. The Director zooms in with her camera, preparing for the moment when Ulrich's head explodes all over Bill.
Joe explains that "they" just fired a warning shot, and Janet understands that the captives are meant to kill each other. Joe confirms this is what happened to him the first time around. Despite his training as a priest, he killed someone, and lost his soul in the process. Still, Janet insists they're all going to leave town, alive and together. Cooking up a plan, Janet retreats to Ulrich's office to play with the surveillance cameras and locate their blind spots.
Renbe and Kat find the owner of the thumb, Doctors Without Borders surgeon Daniel Gilman, in bed at the Laparay Medical Center in San Diego. He's not sure how he got there, nor what happened to his thumb, but thinks he was kidnapped by San Nicasio rebels after a mudslide. When Renbe explains that he saw Daniel last week, dead and in a body bag, Daniel gets mad. The hospital saved him and changed his life. Since he can't be a surgeon anymore, the hospital hired him to work in their cancer research clinic. He had a vocation, but now he's part of something bigger.
Everyone gathers in Ulrich's office. Janet clicks through the town's surveillance cameras to discover that Ulrich's body has disappeared. "They" must still have people in the town, to make sure they kill each other. McNair suggests that no one should travel alone. Erika immediately picks McNair as her partner, offending Moira and prompting Janet to issue a warning - they shouldn't be seen fighting, it makes them look more vulnerable. Saying he can't afford to be alongside anyone he cares about in battle again, McNair leaves.
Moira looks devastated, so Charlie offers to protect her, leaving Bill feeling bereft. He knows no one cares about him, and intends to protect himself in whatever way he can. Kat and Renbe retreat to a cyber café to regroup and research Laparay Medical Center, which is non-profit, oddly enough. When Renbe notices The Mansfield Institute on the list of donors, he checks it against The Register's masthead. The Mansfield Institute also owns the newspaper, and they're headquartered in Mansfield, Iowa.
Erika enters Ulrich's office, where Janet scans the surveillance feeds to spy Bill, crying. Erika kisses Janet, who pushes her away. Upset, Erika runs out. Suddenly, everyone disappears from view on the monitors. Janet clicks around until she spies someone in a baseball hat choking Bill to death. She runs to find McNair and Moira. Together they rush to the sheriff's office to find Erika already there. She claims that Bill was gone when she got there. Charlie's devastated. Claiming it's everyone's fault for not giving Bill a chance, Charlie attacks Janet, and the others have to drag him off.
Wrapped in a towel, Charlie sits on his bed in a near-catatonic state. Meanwhile, Kat and Renbe have made it to the Manfield Institute, where a dossette gives them a tour of the facilities, dedicated to promoting advancement for the welfare of the world. Having heard enough crap, Renbe and Kat lay into the dossette, demanding to know more about the town, Angela Barragan and Daneil Gilman. Renbe starts pounding on doors and screaming for Janet, Joe and Tori, so the dossette calls security. Guards drag Kat and Renbe off as he shouts his resolution to never give up. Watching all the while, The Director is impressed that Renbe got this close.
Everyone sits dejectedly around the empty Shanghai Palace, as Charlie mourns the passing of Bill. Erika calls Bill "chicken little," so he attacks, throttling her to the floor. When Moira urges them to stop, Charlie declares, "I'm not who you think," clutches his chest, and falls to the ground. Shocked, Erika tries CPR and screams at Charlie to wake up until Janet pulls her off. Why didn't he just ignore her? As Moira covers Charlie, she notices injection marks on his hands. Somebody did this to him - but who?
Erika swigs deeply off a bottle of bourbon as the others convene in the lobby after searching the town for food. In shock, Moira's nowhere to be seen, so drunken Erika leaves to find her playing piano at the Shanghai Palace. Oddly, Charlie's body has disappeared. Suddenly, Moira jumps up and smashes Erika's head repeatedly against the piano, until she slides to the floor, dead. When Janet, McNair and Joe run in, Moira claims it's not what they think - Erika killed Charlie, and probably Bill, too. Greeted with silence, Moira bolts outside.
Claiming he knows Moira's not crazy, McNair gives chase, finding her poised to jump off the hotel's balcony. McNair apologizes for ditching her and pulls her off the balcony, promising everything will be okay. Using his embrace as leverage, Moira pushes him off the side of the balcony, then pries his desperate fingers loose. McNair plunges to the ground below, splatting with a sickening final thud. Afterwards, Moira accosts Janet in the stairwell, lunging for her neck. A hellish girlfight ensues, until Janet grabs a fire extinguisher, and uses the hose to choke the life out of Moira.
Janet finds Joe in the lobby - the sole survivors. Suddenly, klazons blare, and a lethal-looking mechanical device pushes up out of the street. After finding one last body bag hanging in Ulrich's office, Janet and Joe retreat to the Shanghai Palace. Defeated, Joe laments his fate, and starts drinking what's left of Erika's bourbon, persuading Janet to take a swig too. When Janet swallows, Joe spits his out, then apologizes as she slumps to the floor. Explaining that The Program is his vocation, and it would never allow him to choose her, Joe leaves Janet where she lies.
Later, Joe zips Janet into the final body bag with one last kiss, then loads all the body bags into a van, which speeds off. The Director congratulates Joe in the flesh for proving he's worth saving. That's when the Night Manager steps forward to taser Joe in the back of the neck. Meanwhile, one of the body bags twitches in the back of the van. Slowly, Janet, Moira, Charlie, Bill, Erika and McNair unzip themselves. McNair and Moira kiss before attacking the driver, a blue coverall guy. The van swerves, flips, and rolls down a steep embankment.