After dispatching the guards by her lonesome, Tex and Epsilon-Church arrive at the Freelancer base. Church has another flash of Valhalla, and realizes he mixed the two locations up in his memories. Tex reveals that this was where Alpha was sent after the very first break in, and it was here more and more "tests" were run on him. Other AI were used in the torturing process of Alpha, with Omega and Gamma being used to create tests that Alpha would purposefully fail, driving him mad, and breaking him to the point he could not recognize anybody, not even Tex. When Church asks if she and the other Freelancers succeeded, Tex says no, and that she failed herself and Alpha. At Sandtrap, Wash asks Doc if he can comment on the Meta's current condition. Doc only reiterates that the Meta has too many power-ups that he can't operate anymore. At the first Freelancer facility, Simmons finally installs Grif with one of the armor enhancements. This winds up being a super-speed ability, which sends Grif into a wall. However the timer runs out as the episode ends and Grif, exhausted, takes a nap.

• Burnie Burns

• Elijah Wood
• Joel Heyman
• Gus Sorola