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Sarah and Helena have managed to escape from the Castor compound, and arranging with Mrs. S are awaiting Benjamin's arrival in the Mexican desert to retrieve them. However, they are surprised to see that their retriever is Mrs. S herself. This meeting allows for a showdown between Helena and Mrs. S, the former who wants to kill the latter for selling her out. With Cosima's new relationship with Shay being strong, Cosima is having problems dealing with Delphine, whether it be on a professional or personal level. Cosima feels like betraying a request by Delphine without telling her. On the drug dealing front, Alison and Donnie are having problems with Alison's mother, Connie, in the agreement to buy her store, which they need as a money laundering front. While Donnie and Jason meet with their supplier, Pouchy, for the first time together, Alison attends an all candidates meeting at the school. All of Alison's problems come to a head at the same time in a potentially very public setting. And Scott decides on his own terms to deal with Rachel concerning what she knows about Duncan's code.
- Writers: John Fawcett, Graeme Manson, Alex Levine, Kim Coghill, Andrew De Angelis, Jeff Detsky, Adam Higgs, Bob Mackowycz Jr., Elize Morgan, Peter Rowley, Rebecca Sernasie
- Stars: Ari Millen , Dylan Bruce , Evelyne Brochu , Jordan Gavaris , Josh Vokey , Kevin Hanchard , Kristian Bruun , Maria Doyle Kennedy , Skyler Wexler , Tatiana Maslany