At the B&B, Pete serves Kelly half a banana for breakfast. She suggests that he move in with her, but he notes that Artie wants all of his agents under one roof. Kelly isn't convinced, and then leaves for work. At the warehouse, Pete asks Myka if moving in with Kelly is a good idea, or even permitted. When he points out that neither Myka, Claudia, nor Helena are really normal woman, Claudia objects and Helena notes that many of her lovers were men. Myka asks if Pete loves her and he admits he isn't sure. The women figure he is and even Mrs. Frederic comes in to agree. The others quickly leave and Pete stutters through an explanation of his personal life. Mrs. Frederic tells him that he's allowed to tell his secret to one person. In Alexandria, Egypt, three college students are touring the bazaar. When John texts his sister, the others tell him that they can't tell anyone where they are. One of them, Terry, suddenly complains of extreme thirst. As everyone watches, Terry is reduced to a desiccated husk. John and Rod, his friends, soon die of the same condition. At the warehouse, Mrs. Frederic suddenly collapses and starts muttering in an unknown language. Helena recognizes it as Demotic, the tongue of ancient Egypt, and Claudia translates it on the computer as "the penalty is death." Pete, Myka, and Helena learn about the deaths in Alexandria and go to talk to John's mother, who insists that his friends were working at an archaeological dig in Peru. As Mrs. Tilson breaks down in tears, Helena notices John's little sister and goes to talk to her. She befriends the girl, Gabby, and asks to see her computer. The girl has a photo of John that he sent her, but no idea where he was. Myka sends the photo to Artie, Claudia, and Mrs. Frederic at the Warehouse and Artie and Mrs. Frederic recognize the writing in the background. They order the field team back and then head to the ancient archives. Mrs. Frederic remains behind and collapses as she has visions of an ancient structure. At the archives, Artie compares the photo to ancient schematics and explains that the hieroglyphics translate as "an oasis between sand and sea." When the others arrive, Artie explains that Warehouse 2 disappeared when the agents of the time had to bury it to protect it from the Romans in 31 B.C. Artie figures that the students found the Warehouse, broke the seals, and activated the defenses. Artie and Mrs. Frederic explain that the warehouse "came alive," and sought out the caretaker of the current warehouse. Artie explains that each Warehouse has a unique bond with the caretaker, and both Warehouses tying into Mrs. Frederic will eventually overload her mind. Further, Mrs. Frederic warns that as Warehouse 2 eclipses her bond, Warehouse 13 will die. She calls an expert to meet them in Egypt and help them with Warehouse 2. As they go, Mrs. Frederic warns that what they should expect is like nothing they've ever faced. In Alexandria, Pete, Myka, and Helena tour the bazaar and spot their contact: Benedict Valda. He explains that he's the expert on Warehouse 2. Valda drives the agents out to the desert and the Valley of Alam Nafaza. They find the students' tents and a long-lost map. Valda warns that in Warehouse 2 mythology, there is a recurring phrase: "mind, body, soul." Only the agents of the time knew the Warehouse 2 secrets, and they now the team has to get to the center and use an ankh necklace to shut the Warehouse down. As the others go with Valda, Pete stays behind to make a call to Kelly. He leaves a message on her answering machine hinting that he's in danger, but is unable to finish before the tape runs out. Artie attaches a neural assessor to Mrs. Frederic to monitor the affects on her mind. She has more visions and Artie realizes that the Warehouse has detected intruders. As they get by the first trap, Artie warns them that Mrs. Frederic doesn't have much time. Inside they find a room with posts protruding from the floor. The door seals behind them and the ceiling starts to descend. They figure that the first trap relates to Mind, and Pete realizes that the posts have to be moved in the proper pattern and "jumped" into the right position. Working together, they place the posts in the proper position. As Claudia traces the money trail of the students, Mrs. Frederic says something new: "one must die." The agents and Valda place the last post just in time, stopping the ceiling. A new door opens and they continue into the warehouse. The floor ahead has axes swinging out of the floor and flame jets bursting from the walls. Valda explains that the hieroglyphs refer to an ancient Egyptian martial arts. Pete tries to make his way through without success but is forced to retreat. Dr. Calder arrives at the Warehouse to tend to Mrs. Frederic. Helena uses her grappling gun to fire a line above the floor. She and then Myka slide over one at a time, while Valda spots a hieroglyph that says "One must die." He tells Pete, the last one, that "the water bearer holds the key" and gives him the ankh necklace. Valda goes last, climbing hand over hand, but the rope line starts to burn. He tells them to go on without him and insists that he is the one who must die so the others can continue. He then lets go of the line, falling to his death. The agents try to call Artie but realize they're too far underground for the Farnsworth to work. Another door opens and Helena leads the way. Pete looks at the necklace and then goes with Myka. Dr. Calder warns Mrs. Frederic that her neural functions are dropping. As she writhes in pain, Mrs. Frederic bends the metal of the chair she's sitting on as her connection gets stronger. Artie realizes the agents are in danger and Claudia confirms that the Farnsworths won't work. Artie takes it and says he has to check on it, while Mrs. Frederic mutters that now there are three left, and two will lose their way. The agents enter a chamber with a head of a Medusa on the wall. Its eyes glow and Helena finds herself in her original time, confronting her daughter Christina. Pete sees himself at the B&B with Kelly and they kiss. Myka finds herself in the Warehouse office and Artie offers her favorite coffee. Pete tells Kelly his secret, while Artie gives Myka the perfect case for her, and Helena embraces her daughter. As they stand in a trance, pieces of the floor drop into the void beneath them. In each of the agents' visions, they notice a glowing red light. Myka wonders why Artie is being nice and snaps out of her trance. She jumps clear of a piece of shattered flooring just in time and wakes up first Pete and then Helena. She throws her torch at the Medusa, destroying it and causing it to retract back into the wall. The floor reassembles itself and Pete tells Myka that Kelly is the one. Helena is in tears as she's lost her daughter again, but Myka reminds her that they are Mrs. Frederic's only chance for survival. As Calder tends to Mrs. Frederic, Mrs. Frederic tells the doctor to do what she has to. Calder agrees, but warns that she doesn't like it. When Claudia wonders what is happening explains that if the agents fail, Mrs. Frederic will die and Warehouse 13 needs a new connection. Claudia realizes that they intend for her to be the new caretaker. They assure her that Calder can take precautions to keep Warehouse 2 from linking with her, but Claudia is reluctant. Mrs. Frederic goes into another trance and starts muttering again. The agents make their way to the equivalent of the Warehouse office and see a glowing energy orb on the floor in the middle of Warehouse 2. They realize that it's the device that is affecting Mrs. Frederic. Helena uses her torch to light up the main chamber, which is filled with artifacts. Helena goes down to the floor to find a way to switch it off, while Pete and Myka find a series of hundreds of holes on the wall. They realize that one of them is the keyhole for the necklace. At the Warehouse, time has run out and Calder tells Claudia that it's time. Pete realizes that the holes form a pattern. Calder asks for Claudia's wrist and she reluctantly extends her hand. Pete says that the holes are stars, and remembers that Valda referred to the water-bearer, Aquarius. He proceeds to insert the ankh necklace. Pete reaches for the hole and manages to insert it, shutting down the orb. Mrs. Frederic snaps out of her trance and tells them that the others have shut down the warehouse. Claudia is relieved. Helena calls Pete and Myka down to the warehouse floor. Claudia apologizes to Calder for overreacting, and the doctor assures her that she'll be ready when the time comes. Calder asks Claudia to say goodbye to Artie for her. Meanwhile, Mrs. Frederic asks for a briefing of what Claudia found via the money trail. Claudia explains that someone must have financed the expedition for the students. They determine that the money came from Warehouse 13. Mrs. Frederic wonders where Artie is and Claudia admits that he's been gone for hours. Pete and Myka find Helena, who asks for their forgiveness. She then turns and shoots them with a Tesla-like device, rendering them unconscious.[1]