Commander Ivanova (Claudia Christian) is at a meeting with Captain Sheridan (Bruce Boxleitner). Earthforce believes they should have smaller quarters to save money or pay more rent. On Mars, Psi Cop Bester (Walter Koenig) is interrogating a rogue telepath about an underground railroad for his kind. In a deep scan, Bester learns the name of the place is Babylon Five. He casually kills the man.

At Earhart’s, Sheridan discusses rent with Doctor Franklin (Richard Briggs). Afterward, Delenn (Mira Furlan) invites Sheridan to dinner to learn more about humans. Bester arrives at the station and meets with Sheridan, Ivanova, Garibaldi (Jerry Doyle) and Talia Winters (Andrea Thompson) and explains about the underground railroad he believes exists there. Then Sheridan asks Bester to step out while he confers with his staff. They are all against Psi Corps, but Garibaldi points out that the rogue telepaths are breaking the law. They agree that Garibaldi should help Bester, but Ivanova suggests Sheridan check the files regarding Bester’s visit the previous year.

In the Zocolo, Bester and Winters talk, both of them hearing telepathic voices calling out “Murderer!” In Downbelow, Lurkers have gathered. They agree they will have to kill Bester. Delenn joins Sheridan at Fresh Air, turning heads with her human good looks and gorgeous gown. Garibaldi asks Ivanova if she’s involved with the underground railroad, since such a thing would require help from command staff. She says she is not part of it. Sheridan and Delenn have a fine time, staying late. She charms Sheridan with her surprising ability to laugh.

Bester invites Winters to breakfast. She remembers the gift--rudimentary telekinetic powers—that Ironheart gave her the year before. She tries moving a penny across the table and buries it into the wall. She wonders if Bester can sense her abilities and, if not, whether Ironheart also gave her enhanced shielding. Sheridan and Ivanova have been locked out of their quarters. In Downbelow, the rogue telepaths assemble weapons. Sheridan and Ivanova bunk the night in Sheridan’s office. In the morning, Bester senses an attack coming. Lurkers fire on him. Bester defends himself with his weapon. Winters is seized.

Bester discusses the attack with the command staff. Garibaldi is angry at his cavalier attitude toward Winters’ kidnapping. The rogue leader wants to meet with Sheridan. The telepaths tell Winters of their experiences and grievances. Bester assures Garibaldi he is not a monster and begins to talk of his wife and children, but Garibaldi wants to stick to business. He has identified the rogues who attacked Bester, who agrees to go in with Garibaldi’s team.

The stories that the telepaths are telling Winters become more and more awful. One knows that Ironheart has given her a gift. Sheridan runs into Doctor Franklin, who admits that he is the one aiding the underground railroad. Back on Earth, doctors began the railroad, identifying telepaths, arranging passage through Babylon Five’s free clinics. Though sympathetic, Sheridan is in an untenable position. Bester arrives soon after, finding Winters standing with the telepaths. They assault Bester with their combined powers. It does not work because Winters is resisting them. Bester sees her shoot down the rogues, joins in the slaughter, and commends her on her loyalty to Psi Corps. Their combined strength beat Bester’s P12 rating, but mostly it was Winters creating a convincing memory for Bester.

Franklin tells Sheridan that Babylon Five is too hot and the underground railroad is moving on. Ivanova comes to se Sheridan that night. He tells her he is diverting 60 credits a week from the military budget to pay their rent increase. Winters escorts Bester to his ship, blocking him all the way. She promises to keep an eye on Sheridan for him. Then she goes to see Ivanova, telling her that she was right all along about Psi Corps. She has brought wine.

This episode was originally scheduled to run before Soul Mates, which would explain Winters attitude toward Psi Corps in that episode. Judy Levitt, Koenig’s wife, plays a Psi Cop on Mars. Every time we see Bester, he is a worse human being. Seeing him murder a helpless telepath in the very first scene is shocking, then the horror stories told to Talia Winters, and finally his gloating pleasure when he believes she slaughtered all the telepaths in Downbelow pretty much justifies the general loathing for the creature on the part of the Babylon Five command staff.