Flashback to Kay's childhood punishment of being left down the well. She loses her toy lamb.
In the Underground, Jane is addressing the disappearances of Scarlet Harlot and Lucy Fugue. Miranda explains their absence as them "moving on" as a part of the healing process. When Jane asks Kay if this is true, Kay asks for Harry, her toy lamb. None of the alters are willing to go back to the well so Jane makes the decision to get the lamb back for Kay.
Cliff gives his very pregnant daughter Clara a tour of the mansion. She lets him know that she's getting married. When Jane comes to ask him to come with her to Arkansas, she doesn't ask since Clara's there.
The Knights Templar are warned by Bunbury that a cataclysmic event is about to happen.
Niles and Dorothy are at a gas station and Dorothy's gone in to pay when Kipling phones Niles to ask if they should move up the handover time. Niles refuses.
In the store, Dorothy realizes that she'd bleeding and runs to the bathroom.
Larry wakes up unwrapped and finds his stuff disturbed by the Negative Spirit. He listens to a tape recording his son Paul made when he was a kid. Larry relives the interaction.
Jane comes by and asks him to come with her.
In the gas station bathroom, Dorothy tries to manage her first period by herself. The gas station clerk tries to help and offers some advice, new clothes, and maxi-pads.
Rita shares the news with Vic that she's had her first hero moment. She envisions her and Vic teaming up, Avengers-like, as "Beekeeper & Borg"
Vic notices a news story on the death of the Quorum VP and tries to phone Roni. Rita tags along on his investigation to Detroit.
Niles offers to take Dorothy anywhere she'd like and she chooses the local county fair.
Jane and Larry walk to the farm where Kay grew up.
Clara shares with Cliff her anxiety about marriage while he makes her breakfast. He finds the finger when he's making sausages but hides it. Clara's having a baby boy.
Larry and Jane approach the well and, touching some of the wood pieces lying around, Jane relives one of Miranda's memories of being put in the well as a grown woman.
At the fair, Dorothy wins a stuffy at a carnival game but has a vision of her mother giving her moccasins and telling her that it is time.
Vic and Rita arrive at the crime scene and Vic asks for info. The FBI tell him they're looking for Roni Evers and show him a vial of ooma jelly. He leaves without Rita.
Dorothy continues to see her mother everywhere she looks. Niles sends her into a funhouse, claiming he's not feeling well. When she's gone, he coughs up blood into a handkerchief.
Inside the funhouse, Dorothy is transported to her mother's forest where she is dressed for battle and her mother tells her she is ready. She turns to face the fire and the Candlemaker is emerging from the flames. Dorothy runs away.
Cliff tunes up Clara's truck and then tries to give some relationship advice. She gives him an invitation to her wedding.
Jane wants to prove herself to Kay. She rappels down into the well and finds the toy in a hidden hole in the well's wall. There's a letter from Miranda to Kay's father as well. Transporting to the Underground, Jane gives the toy to Miranda, offering her obedience now that she knows what Miranda had to do to get Kay out of that house.
Miranda takes the toy and throws it back into the well and then pushes Jane in too. In the water in the Underground well, Jane finds all the missing alters.
Niles and Dorothy ride a Ferris wheel.
Vic finds Roni at the sub sandwich shop. He confronts her about killing the Quorum VP. She admits to taking the ooma jelly and killing the man and is unrepentant about it. She tries to leaves and fights him when he tries to stop her. Rita blocks the door but is unable to stop her either.
Niles send Dorothy to buy a lollipop and Kipling arrives. Things begin to melt around them and Kipling realizes they've missed their opportunity. The Candlemaker warns Dorothy the time has come and the people at the fair start to scream and run.