Brad strikes a deal with Sykes and Richards to stay with Amy at Project NOAH, as they begin to test the virus on her. Upon learning the harsh truth regarding the state of inmates in 4B, Brad forms an alliance to get more information. Meanwhile, Babcock sheds light on her past.

In an attempt to protect Amy, Wolgast convinces Sykes and Lear to let them outside of the facility for exercise. As emotional flashbacks reveal Carter's life leading up to his death-row sentencing, Fanning's hold on those kept inside Project Noah grows stronger. Meanwhile, the virals gain power over the facility's staff, leading Richards and Wolgast to reunite so they can take down a rogue soldier.