Telepath Talia Winters (Andrea Thompson) meets an old friend named Taro Isogi (James Shigeta), and Amanda Carter (Adrienne Barbeau) a representative of the Mars Provisional Government. Isogi plans to expand FutureCorp, which will lead to an independent Mars. Winters has been hired to moderate the negotiations. On Earth, something is happening in the San Diego wastelands. In a cargo bay on Babylon Five, a cargo container opens, and a human hand reaches out.

Senator Elise Voudreau (Jessica Walters) contacts Captain Sheridan (Bruce Boxleitner) about the Mars meeting, afraid that FutureCorp may be about to finance another armed rebellion. Sheridan points out that his jurisdiction does not include civilian negotiations but will keep his eyes open. At the negotiations, Isogi reckons that Mars could be independent in ten years, as Babylon Five has representation of all the alien business partners Mars could need. In Red Sector, they are approached by a human who declares, “Free Mars!” grabs Kisogi by the throat and knocks down Talia Winters. Isogi dies of an electric discharge. The assassin turns to Winters, but after a stunning telepathic attack, walks away without harming her. Speaking to Sheridan and Chief Garibaldi (Jerry Doyle) afterwards, she says she detected no emotion at all from the attacker. Garibaldi escorts her back to her quarters.

The assassin accesses a terminal in the Zocalo, removing a human-skin glove to reveal a cybernetic hand, and uploads a recording of Isogi’s murder and Winters’ image. He is ordered to kill Winters. Sheridan discusses Winters with Commander Ivanova (Claudia Christian). She says Winters can be trusted, though she is loyal to Psi Corps. Carter, the Mars representative, is shocked and confused about the attack and promises to help Sheridan in his investigation. Garibaldi reports on Isogi’s autopsy. The massive electrical discharge was more powerful than a Slaver’s Glove. Garibaldi doubts Mars has such technology and wonders how it got aboard the station without being detected. Winters is escorted by a security guard when the assassin appears again. As he reaches to kill her, she scans him and sees an Omega-class Destroyer firing on him. The killer is stunned by this and she escapes.

Winters discusses the attack with Sheridan and says the image was the attacker’s memory of his death. Garibaldi has analyzed some hairs from the killer and identified him as Abel Horn (Michael Beck) of the Free Mars Group, who was killed by fire from the EAS Pournelle. Abel Horn appears to Carter, though she knows he is dead. He says he was patched up by an alien doctor and denies killing Isogi. He begins to spasm and asks her to get Winters, who can explain to him what is going on.

Garibaldi and Winters bond over tea. Afterwards, Garibaldi is told by Sheridan about Project Lazarus, a cybernetic program from the 2230s which used corpses hardwired with cybernetic implants. Carter invites Winters to her quarters. Sheridan knows that Horn is emitting a low level of radiation that can be tracked. Garibaldi escorts Winter to Carter’s quarters. Winter is seized by Horn. She scans him, sees not only his death but the operation that turned him into an android, observed by a Psi Cop. Garibaldi and his team storm Carter’s quarters. Horn takes a shot at Garibaldi and misses, and Sheridan shoots him. They all escape just before Horn’s body explodes.

In Medlab, Carter apologizes to Winters, saying that she had a relationship with Horn in the past. Sheridan agrees to keep secret her past membership with Free Mars if she follows Isogi’s plan. Sheridan explains to Garibaldi that he knows Horn was part of a Black Bag outfit operated secretly inside Earthgov called Bureau 13. Beneath the San Diego wasteland, the Psi Cop from Winter’s vision connects with someone called Control. Talia Winters researches the woman in her vision, who is listed as deceased.

Bureau 13 is the same organization that sent Knight One and Knight Two after Commander Sinclair in the first season. When Straczynski discovered that there was already something called Bureau 13 in the Men in Black Videogame, he dropped it and gave their part in the conspiracies to Psi Corps. Zack Allen (Jeff Conaway) on Garibaldi’s staff first appeared in this episode. Amanda Carter of Mars has a great-grandfather named John, a nod to John Carter of Mars by Edgar Rice Burroughs. Adrienne Barbeau appeared in The Fog, Escape from New York, Creepshow, and Swamp Thing, just to mention a few. She was married to director John Carpenter.