Cameron (Summer Glau), highly damaged by the car-bomb, reboots. As John (Thomas Dekker) and Sarah (Lena Headey) leave the house, they are grabbed by Margos Sarkissian (James Urbaniak) and his huge sidekick and taken away. Cameron removes a piece of shrapnel from her head, her chip integrity compromised. John tries to escape his restraints while Sarah is slapped around. Sarkission finds the hard drive.

Cameron comes in and terminates the henchmen. She starts a fire as she climbs the stairs. Sarah and John are alive, Sarkission is not. Cameron’s mission has returned to the factory setting and she must terminate John. As she raises her gun, the house explodes, so John and Sarah dive out a window. Charley (Dean Winters) helps Agent Ellison (Richard T. Jones) to assess Cromartie’s (Garret Dillahunt) slaughter of the FBI agents. Ellison thinks it is easier all around if he blames a dead man rather than try to explain Cromartie. John and Sarah wreck the van, but Cameron is still in shaky pursuit. Charley and Derek (Brian Austin Green) show up at the house and do not find John and Sarah dead as expected.

Catherine Weaver (Shirley Manson) arranges to buy the Turk Program for $300,000 and calls a Department Head Meeting. Sarah and John hide out in a church, helped by Father Armando Bonilla (Carlos Sanz). Weaver meets with Walsh (Max Perlich), who delivers the Turk. Sarah and John decide Cameron must be destroyed. Ellison files his report. Sarah and John try to trap Cameron and neutralize her, but it takes too long, and they have to escape. Cameron catches up with them and flips their car. Sarah is injured and John escapes. Cameron catches up to him and just as she is about to terminate him, Sarah takes her out with a truck. As John tries to remove her chip, Cameron cries and pleads that she is fixed, and knows he loves her. He pulls out her chip.

Just before she is burned in a junkyard, John suddenly puts the chip back in and gives her a gun. She gets a Terminate Override message. Cromartie surprises Ellison at Sarah’s house, but still does not kill him. At the Department Head meeting, Weaver announces a new Babylon Division. Sarah and Cameron talk quietly. Cameron tells Sarah not to let her live if she goes bad again. Sarah wishes John a Happy Birthday. Two of Weaver’s Department Heads discuss what a bitch she is in the Men’s room. One leaves, and the other sees a urinal transform into Weaver. She terminates him.

The Samson and Delilah song is by the Grateful Dead. The song suggests that John killed Sarkissian with his bare hands to protect his mother. Happy 16th birthday, John. Just in case the Samson reference is not clear, John cuts his hair. Actually, he had shaved his head for another role, and they used it., The song is slightly changed as sung by Shirley Manson (Catherine Weaver). Weaver is a T-100l. This was Shirley Manson’s first acting job. She based her performance on Glenn Close and Margaret Thatcher. Amazing, how many villains were based on Margaret Thatcher.