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The episode begins with Church giving another monologue which is repeatedly interrupted by Tucker's callings. Church goes to the cliff where Caboose and Tucker are already waiting to spy on the Reds who are making modifications to their warthog. As the Blues argue about what the modifications are, the Reds fire a rocket from "Chupathingy" at them. Church then hears Donut giving orders to Simmons, as if he was Sarge! Mad about how everything is so different he begins to go down to Red Base to set things straight saying "If we're gonna do this, it has to be done the right way or there's no point in doing it at all." The scene goes to many years earlier with the Director and the Counselor arguing.

The episode begins where the last one left off, with the Director and the Counselor discussing the system. The view then goes to two UNSC soldiers patrolling. One of the soldiers is killed causing the other to look for him and panic. When he finds him Agent South kills him. North and South start talking which turns to arguing about turning South's motion sensors on. South then sneaks into the main part of the base and sneaks past a dozen guards. She begins to download data but as that happens a soldier bringing coffee walks in on her. He goes for the alarm only to be shot but his body lands on the alarm. South takes the data and runs out of the facility. North does the same and they meet up in front of the helipad. As they go into the helipad they are surrounded by guards.

North and South are saved by "Number One," and North gets wounded. In the meantime, Church gets shot by the Reds in order to say what he needs to say.

Church tries to explain how things are supposed to be in Blood Gulch, but the Reds don't believe him. His sincerity even gets Grif to say something from inside the base, showing how he's changed since Church was last there. Carolina, helps get the extraction ship home, but not without a few technical difficulties.

The episode begins at the top of Blue Base. We see Church limping back to Blue Base. Caboose is standing at the door and greets Church. Church just gets mad about Caboose and Tucker not helping him while the Reds just shot him in the foot. Caboose says he was just following Church's orders of staying on the cliff so Church asks why he isn't there now. Caboose says the helping is over and Church limps over to get to the top of Blue Base. He is stopped by Tucker who says "Your back already". They start a small fight about that with Church asking what he means by early as it apparently took him half an hour to limp across the canyon. Tucker says he expected Church dead so in his mind Church was early. Caboose buts in and Church yells at him causing Caboose to retreat into the base. Church continues to say ow causing Tucker to ask if hes alright and eventually asking if he needs a medic Church knowing who the medic would be says no. Caboose comes out of the base and tells everyone he already called command. He is yelled at by Tucker for using the radio. Caboose says he can use it for command and infomercials. He then starts talking about how he ordered a food dehydrator and that someone from command is coming to help. Church gets excited believing it to be Tex gets upset because they aren't supposed to be sending anybody until he dies to which Tucker says they thought he was dead. Church asks if they said who they were sending and Caboose says yes. After a pause Church asks if he remembers who and Caboose says no. The scene goes to Red Base where Simmons goes looking for Grif who stops him because he just mopped the floor. Simmons says its important and Grif tells him to just wait 5 more minutes. He suggest counting to 3 one-hundred times. Simmons asks why not just count to 300 and Grif says doing things in 3 is fun. Simmons says Grif has issues and Grif says he also has a clean floor. Simmons tells Grif Sarge wanted him to relax and Grif seems to not know what the word means or how to relax. Simmons asks where Donut is and Grif says reading that book he reads with drawings and hearts on the cover. Donut comes out saying he isn't crying and Simmons tells him Sarge needs his help building that robot that command sent. Donut says hes not feeling up to it and Simmons surprised Donut has emotions tells him to come out when hes ready. Donut runs back into his room tracking mud on the floor. Simmons looks at Grif expecting him to freak out but Grif simply says "Meh why should I give a fuck. I'm on break." Simmons says he hates when things change. The scene goes to the Mother of Invention flying away from Earth. The scene goes to the control room where The Director is telling South, North, and Carolina about the data chip. He reveals it contained coordinates to a major target for Project Freelancer. He changes the board putting North in 4th and South in 5th place. South angrily takes off her helmet and tells The Director she thought the mission was a success. He says part of it was. But part of it was stealth which South ruined. He dismisses them while saying their next mission will be harder because of South. South walks away angrily and punches a door control breaking it but opening the door. Carolina asks if she should go talk to her to which North says maybe they should give her a minute.

At Blue Base, Church tries to get information from Caboose about the special forces soldier. However, because of Caboose's stupidity, he gives up and leaves. Meanwhile at Red Base, Sarge and Simmons are seen working on a robot. Donut comes over and asks if Sarge can speak with him in private, leaving Simmons alone and a little embarrassed. Back at Blue base, Church tries to get the tank online, but fails at every attempt. Tucker asks why he is yelling at it, with Church saying that he needs to get the tank online before Tex comes. Tucker, thinking he is trying to impress his girlfriend, says he won't be able to pick up chicks in a tank anyway. Tucker tells Church to listen to him if he wants to impress Tex and to call him "Professor Fuck ". Back at Red Base, Donut and Sarge finish talking. Simmons walks up to Sarge asking how the their talk went, Sarge saying they talked about feelings. Simmons asks Sarge if he could also talk about feelings with him, but Sarge quickly stops him and tells him to get back to work.

While Wash tries to console Connie (Agent CT) after a failed mission, Tucker tries to teach Caboose and Church how the deal with women.

Sarge creates another Spanish-speaking robot (presumably Lopez) as the Reds discuss what duties the robot will have. During the conversation, a couple earthquakes happen. At the Blue base, Church, Tucker and Caboose are talking about the earthquakes when Church reveals that this "world" is taking place inside a memory unit in a snowbank.

Simmons becomes jealous by all the attention Lopez is getting. However, Lopez questions the pattern of the recent earthquakes and decides to take matters into his own hands. Meanwhile, Epsilon still tries to explain the world around them to his teammates, until a grenade appears in front of them and explodes. Cut to the Freelancer backstory, where North Dakota has a chat with Washington. However, their conversation is cut short when a group of soldiers tell them about a 3 to 1 battle, involving a new agent. During the battle, agents York, Maine, and Wyoming get pushed around by the new, black armored agent.

The new Freelancer, Agent Texas, battles Agents Maine, Wyoming, and York in a 3 on 1 training match, while the other fellow Freelancers watch and discuss the action.

After an intense battle in the training arena, the 4 agents involved become injured, especially York. When the other Freelancers come to York's aid, a very furious Director walks in. Wash tries to explain to him that Maine and Wyoming were the cause of the resulting madness, but The Director, instead, angrily scolds him, calling it inginuity and adaptability. He leaves and the injured Freelancers are escorted to medical attention. At Blood Gulch, the Blues scurry around their base, trying to figure out who threw the grenade. Unbeknowest to the Blues, Epsilon-Tex appears behind them. Meanwhile, at Red base, Simmons lures Lopez into a cave, where he plans to electrocute him. Lopez, however, overhears Simmons' plan and doesn't fall for his it. Instead, Lopez tricks Simmons into his own trap, causing Simmons to get electrocuted instead.

After being electrocuted, Simmons awakens inside the cave, only to see his ankle chained up and Lopez standing in front of him. In order to obtain more information on the earthquakes, Lopez tells Simmons that he must impersonate him. Lopez leaves the cave leaving Simmons chained up inside. He manages to fool the other Reds and begins investigating. At Blue Base, the Blues complain to Tex about the greande she threw, with Tex telling them to quit complaining. She then asks where their dead teammate is, with the Blues making up a story about the death of "Andersmith". Meanwhile, Simmons manages to escape from his shackles, and runs to Red Base, realizing he does talk out loud when thinking. Back at Blue Base, Tex calls command, with the others watching her nearby. Tex walks back to tell them that they need to even the teams and asks them which soldier on the Red team they would like to kill.

The Freelancers plan their mission to infiltrate the 100 story building.

The Blue Team discuss which Red soldier they will kill, in order to even the teams. After much pointless discussion, Tex shoots a disguised Lopez, resulting in Lopez's body to be a mere head. Donut, thinking Simmons was the one killed, cries in sorrow after seeing his death. The Blues then decide not to kill any more soldiers. In the Freelancer backstory, Teams A and B begin their missions. Team A enters the 110 story building and York unlocks a door for them. He accidentally, however, activates an alarm, causing two Insurrection soldiers to go look for them. Back at Blood Gulch, The Reds try to make a eulogy for the death of their teammate. Unfortunately, nobody can figure out the right words to say. Simmons, however, walks up to them and is overjoyed that they are talking about him. He tells Sarge to finish his eulogy. However, Sarge says that Simmons was always there for work and talked a lot, much to Simmons' dismay.

Team A secure the Sarcophagus and make their great escape.

As Epsilon attempts to get some one-on-one time with Tex, Sarge comes up with a plan to deal with the seismic activity. Meanwhile, Team A moves on to the next phase of their plan.

After fixing the tank, Tex talks to Church about her origins. Meanwhile, Team A fight their way out of the city streets in hold of the briefcase.

In order to obtain a bomb, Grif harshly insults the Blues. As a result, Tex reveals her bomb to the other Blues. She uses the foul-mouthed bomb to get back at the Reds. Meanwhile, the Director and the Counselor speak with their new creation.

As the seismic activity of the earthquakes begin to rise at an alarming rate in Blood Gulch, the Reds and Blues prepare for their imminent doom. Meanwhile, York and North Dakota discuss the recent changes at Project Freelancer; questioning if they are really "the good guys".

As Blood Gulch begins to tear apart, Epsilon says his final goodbyes to Tex, now understanding her true purpose. He is suddenly, and unexpectedly, rescued by some familiar faces. Meanwhile, the Director gives Carolina a very important task.