Carlos is alive! There really is a 'factory,' but the people in it aren't necessarily healthy. They're in space!!!

Will is having a hard time with Katie. He's staring at her and she notices. Will tells the kids at breakfast that Charlie is OK. He does it without discussing it with Katie first, which is how she is clued in that he's not happy with household secrets.

Helena informs Snyder that a big guy is coming to give him a performance evaluation. He's OK with that. He thinks he's doing great. Helena seems to disagree.

Snyder is the only one running things his way.

Katie meets with Rachel. She wants out. It's too dangerous.

Quayle calls Will with an anonymous tip to meet him. He knows the leak is Katie. They meet on the bus. Quayle admits he runs Katie's cell. In return for a fully stocked pickup truck outside the walls, he'll forget he ever knew Katie and give up Broussard.

Will confides in Bo without saying too much. He then goes to Snyder, who wants to meet Quayle face to face. He cannot afford another screwup. 

Quayle meets with Broussard, who is still trusting the geezer. He asks about the Geronimo lie. Quayle says he thought Broussard would see right through that. Broussard gives him the info from Hennessy and the important visitor mission.

At home, Katie wants to talk about the morning. Gracie doesn't understand why they don't just go get Charlie is they know where he is.

Will watches Katie's reaction when he tells her Quayle came in and rolled on Broussard and will roll on the whole thing.

Bram and his teacher are with the telescope. It's the moon. That's were the people are. I absolutely cannot wait to see what is happening on it. But it's too blurry.

Katie tells Broussard, but he thinks she's being manipulated by Will. She thinks he's being manipulated by Quayle. 

Broussard asks Quayle if he's talking to the Occupation. No. If they're to continue, he needs to cut all ties with Katie.

Bram and his teacher talk about possibly going outside the zone to see what might be on the moon.

Snyder and Will meet Quayle. They set up a deal.

Everything goes down at the same time. At a little bazaar, they are all there: Quayle, Broussard, Katie, Rachel and Hennessy. Katie sees the Red Hats and raises the alarm. Everyone gets away except Rachel, who is killed, and Quayle, who was detained.

Thanks to Jennifer's Rolodex skills, they also realize that Quayle is far more than a low level operative in Broussard's cell as Will said. He's going to need to be careful.

Will and Beau go off looking to interrogate Quayle. Beau wonders if he's the kind of guy who can keep a secret. He also knows they're not the kind of guys who would let a guy who served his country be tortured.

After Will asks Quayle why Katie, he kills him ane the two Red Hats guarding him. Proxy Snyder doesn't exactly buy their story, and angrily tells them his generosity has reached its end.

The two men go out for a couple of beers. Looks like they're still making Budweiser. 

Katie and Broussard are with a crowd of people gathered looking at three bodies hung with chains, all wearing signs saying Terrorist. One of them is Rachel. He tells her they have to part ways for a while, but they will meet again. As a reminder, this is why they they fight.

At home, Will and Katie exchange pleasantries. He tells her the cell is dead. They don't have to worry about it anymore.