Outgunned and unable to escape from Sheridan’s (Bruce Boxleitner) rebel forces, President Clarks’s remaining ships refuse to surrender, much to the surprise of Sheridan and Marcus Cole (Jason Carter). Meanwhile, Doctor Franklin (Richard Biggs) and Lyta Alexander (Patricia Tallman) arrive on Mars with the frozen telepaths. At Edgars Industries, Garibaldi (Jerry Doyle) informs Edgars (Efram Zimbalist Jr.) that Sheridan’s trap has been baited with his father. He praises Garibaldi, who mumbles about pieces of silver.

Sheridan learns that the Earth forces refuse to surrender because they were told they would be executed. MacDougan (Richard Grant) convinces them it is not true, just as the Agamemnon joins the rebels. On Mars, Number One (Marjorie Monaghan) is in a rage when she discovers that Franklin has brought in a telepath without consulting her, not to mention a dozen frozen teeps. Garibaldi sends a message to Sheridan that Clark’s forces had captured his father. Against all advice, Sheridan decides to go to Mars alone, while Ivanova (Claudia Christian) takes command of the fleet. Franklin is baffled by the anti-telepath feeling, but Lyta explains that Psi Corps bloodhound units scan suspected rebels without permission. She enlightens him with Psi Corps horror-stories and warns of a future telepath war.

Sheridan takes a fighter to Mars, where Garibaldi waits in a bar. The latter watches as Sheridan is beaten and taken into custody. Edgars and Wade (Mark Schneider) admit to Garibaldi that they have engineered a virus that attacks telepaths, with an antidote than can turn telepaths into a slave-race. Edgars’s wife Lise (Denise Gentile) has overheard it all. Garibaldi uncaps a recorder in a tooth and leaves in a tube with Bester (Walter Koenig). Bester reads Garibaldi and learns of Edgars’s plan. He feels Garibaldi inside himself, screaming to get out. He was the perfect tool—suspicious and rebellious. But having betrayed Sheridan, Garibaldi can never go home again. Bester leaves the car and slowly Garibaldi understands what he has done.

Ivanova orders Garibaldi shot on sight if he turns up on Babylon Five. Garibaldi returns to the Edgars home for Lise but finds Edgars dead and Wade mortally injured. ISN reports the assassination of Edgars by the Resistance, and congratulates Garibaldi for turning in Sheridan, who is being well treated and regrets his actions against his home world. Efram Zimbalist Jr. found it difficult to say, “The Telepath Problem” because he was of Romanian Jewish ancestry. Harland Ellison has a cameo as a Psi Cop. Bester says good-bye with his “I’ll be seeing you”, quoting the British Prisoner series from the Sixties.