THREE YEARS AGO: Caroline and a businessman tear off each others cloths in a familiar office until the former handcuffs the latter to the wall. "Don't make me bleed you," she growls, announcing that she is a terrorist. She rifles through the office and discovers Bennett's file.
PRESENT DAY: The gang discusses their precarious situation. Boyd notes that only Caroline can reveal the secret identity of the head of Rossum. "As long as Clyde's partner is still out there, Rossum will go on," Echo echoes. Topher warns of the danger of imputing Caroline back into Echo's already crowded brain -- like the original owner coming home to discover a raging house party. But what choice do they have? So Echo goes to the chair. Unfortunately, Ivy announces that Caroline has gone missing! Alas, nothing is easy in the Dollhouse.
FLASHBACK: Student Bennett gets made fun of by two gum-chomping coeds until Caroline steps in to save her. It's an instant friendship.
PRESENT DAY: Topher and Ivy hack into the D.C. Dollhouse mainframe to try to recover Caroline's wedge. Bennett notices immediately. As she is about to shut down the computers, the sexy scientist gets a visit from Paul and Boyd. They're there to kidnap her! Sometime later, Bennett arrives at the L.A. Dollhouse, where love-struck Topher fumbles over his words at the sight of her. Still, he almost convinces Bennett to help fix the broken Caroline backup -- almost. "Who are we trying to resurrect?" Bennett demands.
FLASHBACK: Caroline does Bennett's hair to prepare her for her "new, big job" at Rossum. "No one has ever done this for me before," Bennett says. Still BFFs, it appears, though Caroline looks wary. It's clear the terrorist has buddied up to the young scientist just to get inside Rossum. No wonder future Bennett is so upset.
PRESENT DAY: Boyd visits Claire, explaining that it's time to bring her in. "Are you scared?" Boyd asks as he strokes her face. "Not anymore," she whispers. The two kiss. Topher, meanwhile, explains to Echo that Bennett refused to cooperate once she found out the team is trying to bring back Caroline. In fact, the sexy scientist returned the favor by hitting Topher with her good hand. Claire enters. Everyone welcomes her back.
FLASHBACK: A younger, longer-haired Adelle is told that someone broke into her office and stole two files. Security has identified the thief as Caroline. Cut to a dorm room, where Bennett has discovered her own file in Caroline's closet. "Who are you?!" she asks her roomie. Caroline admits that she wants to get close to Rossum in order to hurt them. Bennett offers to help. "Do you want to blow up a building?" Caroline asks with a smirk.
PRESENT DAY: Echo ushers Victor and Sierra outside of the locked-down Dollhouse. She wants the pair to be happy and safe. "We're about to go to war," she says. "You never know what you're going to lose in a war." The lovebirds flee. Just then, a sickly Laurence appears. He is back from the Attic! "Clyde is dead!" he gasps. "Rossum is on to you. They're coming!" Echo informs the team and Adelle orders a complete evacuation of the L.A. Dollhouse. The group will have to head to Tucson, where Rossum is headquartered.
FLASHBACK: Caroline and Bennett enter Rossum headquarters in Tucson. "You sure you're up for this?" the former asks. Says the latter: "We're in it together." So Bennett monitors security while Caroline plants explosives. Caroline then finds a secret lab not included in the building schematics. Inside, she discovers Dolls waiting for implants. "Bennett, we have to abort!" she screams. "There are people in here!"
PRESENT DAY: Adelle decides to put the almost-dead Laurence back into the attic as it is his best chance of survival. Plus, it will give the team a mole inside the mainframe. She then introduces Paul to November, who has been imprinted as Mellie so that she trusts Paul implicitly. Paul doesn't seem to like it. Cut to Adelle's office, where Ambrose is waiting with some goons. He threatens to take over the Dollhouse and "liquidate the assets." Boyd pulls a gun and opens fire, killing Ambrose and his men. "I think we can agree this carpet is done for," Adelle quips.
FLASHBACK: Caroline's bombs EXPLODE, trapping poor Bennett under a pile of rubble. The terrorist tells her friend to explain that she was simply working late when the building was attacked. Bennett begs Caroline not to leave her, but the Caroline won't listen. "Sorry, sister," she says before leaving a crushed Bennett behind.
PRESENT DAY: Echo enters Bennetts holding cell with a deal. "You resurrect Caroline long enough for me to save my friends and I'll let you do anything you want to her," Echo explains. "I will hold the bitch down." Bennett smiles. It's a deal. Meanwhile, Adelle tells Boyd that Ambrose, a ranking Rossum board member, would hardly confine his consciousness to one body. When the real Ambrose finds out what Boyd has done, the man is going to be less than happy. Adelle suggests that Boyd run. He then says goodbye to Claire, who weeps. "I'll be OK," he assures her. "I'll come back for you."
Cut to the chair, where Topher and Ivy are busy restoring original personalities to the Dolls. Bennett enters and begins working on the Caroline wedge. "Turns out Echo and I share some common interests," Bennett explains. Overcome, Topher kisses Bennett -- and she returns the favor. It's the kiss of death, though, as Claire enters the room and shoots Bennett through the head. Topher is splattered with his beloved's blood. Gross AND tragic.
FLASHBACK: Trying to flee the Tucson headquarters, Caroline is captured by Laurence and Adelle. "Someone upstairs wants to meet you -- the head of the company you just tried to blow up," Adelle says. Caroline is loaded into an elevator.
PRESENT DAY: The team is shocked to discover that Claire, who has disappeared, is a sleeper. Adelle then convinces Topher to continue working on the Caroline wedge. First, however, Topher convinces Ivy to flee the building. "Don't become me," he says. Ivy runs -- and just in time, too. After series of small explosions, Rossum goons rappel into the building. Time is short. Echo climbs into the chair. She is about to be shot by a Rossum soldier when Boyd appears out of nowhere and breaks the goons neck. "Hang in there," Boyd tells Echo.
FLASHBACK: Caroline exits the elevator and meets Clyde 2.0, a fresh-faced man in his 20s. "My partner and I have been quite eager to meet you," he says. And who is the partner? Who is the head of Rossum? None other than Boyd enters the room! He promises that Caroline will someday trust him "with your life."
Turns out he was correct.