Season 2, Episode 7
Exposure 4
Air date November 11, 2012
Written by Elle Triedman
Directed by Colin Bucksey
Episode Guide

Penance is the 7th episode of Season 2 also the 29th episode overall.


Things get complicated as Mason Treadwell delves further into Emily's past while Kara begins to unravel, putting the Graysons in her crosshairs.


Penance is a sacrifice, a voluntary punishment to show remorse for a sin. The more grievous the sin, the greater the self-inflicted suffering. For some, the ultimate penance is death. But for others, it simply a means to an end.

–-Emily Thorne

The bow-tied one, Mason Treadwell, stops by to see Emily to float a theory that she and Amanda were lovers back in their juvenile detention days. He believes he has a future best-seller in this tawdry tale of two vengeance-seeking blondes who tried to take down the Graysons. It does sound like good read. Amanda wants to take care of Mason “her way.” Emily convinces her to simply threaten him with a restraining order. She’s also trying to process the newsflash that Amanda is now engaged to Jack.

There’s an investors meeting taking place at Grayson Manor. Emily wants Aiden there to help position Daniel to take over the company. She also believes a member of the Initiative will be in attendance. Nolan gives Aiden the check that proves David Clarke invested in NolCorp while he was with Grayson Global. This could mean the end of everything he created. It’s worth it if it will protect Emily. Nolan lets Aiden know that if he ever hurts his revenge-y friend again, he’ll pay dearly. He later finds solace in the fact that Padma will stick with him no matter what.

Kara is headed out of the Hamptons. Victoria catches Daniel questioning her about David Clarke before she hits the road. Their conversation is cut short when Emily stops by with a wedding gift for Victoria. Ashley can see that her boyfriend still has feelings for his ex. As for Victoria, she believes that if she and Conrad are going down, they should take the Initiative with them. Speaking of the Initiative, the representative they send to the investors meeting is the same woman we’ve seen Conrad chatting with in the past. Her name: Helen Crowley.

When Mason shows up at the Stowaway, Amanda has had enough of this guy. She lures him away from Jack and the baby. They head over to Mason’s place, where Amanda convinces him that Emily is her sociopathic socialite stalker. Try saying that three times fast. Emily is clued in to their secret meeting. She rushes in to stop Amanda from bashing in Mason’s skull. Emily then lets Mason know that he was so close to finding out the truth. The only thing he couldn’t figure out is that she is the real Amanda Clarke.

Emily gives Mason a chance to make amends for the lies he told about her father. He’s to meet with Kara, who ditched her plans to skip out of town. Mason lets her know that she should honor Gordon Murphy’s wishes by going somewhere safe. Then he goes off script by revealing how her first love, David Clarke, was framed by some very powerful people. This has Kara making a beeline to Grayson Manor. Emily knows she’s out for blood. As for Mason, he returns home to find Detective Gunther searching the place. With Nolan’s help, Emily has set him up to take the fall for Gordon Murphy’s murder and the conspiracy to kill Conrad Grayson.

As Conrad speaks to a number of his investors, Daniel assembles a few heavy hitters to drop the news that Grayson Global has a stake in NolCorp. He asks them to give a vote of “no confidence” for his father so that he may become the new CEO. He has Helen Crowley’s vote for sure. Others also look to be jumping onboard. Victoria races to tell Conrad about all that’s happening. Unfortunately, he’s busy dealing with even more bad news. Kara is holding him at gunpoint in the bedroom. Now she has Victoria, too.

Kara wants a confession as to what they did to David. Conrad does his best to explain things while Victoria does her best to retrieve a gun from her purse. Too bad Kara already swiped the pistol. Emily is able to get hold of Aiden to give him the scoop on what’s happening. She disables all of the security cameras. Aiden races to find Kara, who orders her hostages to get down on their knees in execution positions. Conrad and Victoria hold hands fearing this is the end. They have no idea that Aiden has quietly entered the room, knocked out Kara with chloroform and pulled her away.

When Kara regains consciousness, she seems to buy the story Aiden and Emily lay on her to get her to leave town for her own safety. She asks that Ems tell Amanda that she wishes she could have been a better mother. A tender flashback shows us that Kara really wasn’t all that bad in the mom department. Emily then meets up with Mason in lockup. She convinces him to admit to a bunch of crimes he didn’t commit to avoid a trial. While he’s in prison, he’s to write the truth about her entire revenge-filled tale. Once the story is complete, she’ll get him out of prison. A deal is struck.

Nate Ryan is Kenny Ryan’s little brother. He alludes to some big plans for the businesses along the docks—one of those possibly being the Stowaway. The guy is indifferent to his big bro’s belief that the Porter boys are decent fellows. As for Jack, he’s comforted by the fact that Amanda is willing to forgo the big wedding she’s always dreamed of. All she needs is him and their baby. In other news, Emily returns home to find Aiden waiting on her porch. She asks him to stay before kissing him passionately under the night sky. 

To properly do penance one must express contrition for one’s sins and perform acts to repair the damage caused by those transgressions. It is only when those acts are complete that the slate can truly be wiped clean and amnesty gives way to a new beginning.

–-Emily Thorne


Main Cast

Guest Cast

Co-Starring Cast

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  • Catherine Kamei as Investor
  • Simon Hunt as Cop
  • Keana Hall as Maid


Victoria: Oh Kara!
Kara: Sorry, I seem to keep scaring you.
Victoria: It's alright, we all have good reasons to be on edge I think.
Kara: With everything being the way it is, I think it's best if I go. I booked a flight for this afternoon. It's embarrassing but I need a credit card number to confirm it, I have cash.
Victoria: Nonsense, please let me take care of it for you.
Kara: You are too kind.

Emily: Victoria, for you.
Victoria: Oh, a weeding gift, how thoughtful. Would you please take this upstairs and put it with the rest of the unopened gifts.
Emily: I hope to see you again Kara. I know Amanda will feel the same way.
Daniel: That women has it pretty rough. The whole family has it.
Emily: Yeah. Take care Daniel.

Aiden: It's a nice spot for romantic breakfast or is this strictly business?
Emily: I have some intel for you.
Aiden: Business it is.
Emily: You have 24 hours to position Daniel to take over Grayson Global.
Aiden: In 24 hours Conrad will be (...) on murder charges, which will make Daniel's power much easier to construct.
Emily: Prosecutors will drop the case.
Aiden: You seem very sure of that considering the length you went through to frame him.
Emily: Conrad is not my end game. (...)
Aiden: How is that?
Emily: They didn't get Conrad out of jail for nothing, you should be there.
Aiden: I will. How about your mother, will she be there too?
Emily: She booked a flight to Colorado Springs this morning.
Aiden: You are ok with that?
Emily: Sonner she gets out from under that roof the better for everyone.
Aiden: Em, I am genuinely sorry how things turn out with her, I know you wanted more.
Emily: It is probably for the best.

Mason: Big kiss to Baby Carl.

Emily: Mason, come on in.
Mason: Ah, the David Clarke house. Now, was it coincidence, seredipity, or strategy that brought you here?
Emily: Location. You’re up early, for a writer.
Mason: Who can sleep when there are so many irksome questions. Take the (..) nature of your friendship with Amanda Clarke for example. You are on the typical ends on the social strata after all.
Emily: I don't choose my friends based on their net worth.
Mason: Then by what criteria? A shared history, perhaps?
Emily: As much as we both enjoy the sound of your voice, Mason, why don't you just get to the point?
Mason: You know, it's amazing what you can find when you know what you're looking for. (shows her a picture of her at Juvie)
Emily: An Allenwood photo. I've never denied my time in Juvie.
Mason: And yet, you pretend that you have only met Amanda Clarke last year, which leads me to conclude that your paramour and your fomer cell-mate are one of the same.
Emily: You think that Amanda and I were lovers?
Mason: How else would you explain the living in her childhood home, bankrolling her exorbitance crusade?
Emily: Perhaps you should try your hand at fiction.
Mason: Either talk to me about it, or you can read all about it when I hit number one on the Times bestseller list. Again. America wll devour the salacious tale of the felonious sapphic blondes and their vendetta against one of the wealthiest families on the planet.
Emily: And to say nothing of the epic lawsuit that will follow.
Mason: Not if I write the truth.
Emily: Then do. Then we won't have a problem.

Jack: Oh, THAT Narciso Rodriguez

Nolan: You might have mentioned that 'Hey Nolan, this one time at Revenge Camp, I met this fellow revenger, and guess where he’s going to be summering?"

Kara: The only demons I'm struggling with are standing right in front of me.

Nolan (rubs Padma's feet): I hate feet and look at me now.

Conrad: It's my little spot at the end of the world.

Mason (Mason's phone message): Bonjour, you’ve reach Mason Treadwell, bon vivant and provocateur. Leave your bon mots at the tone.

Conrad: Once they cross the threshold, they’re free to stay forever. Just like the undead.

Mason: You will be portrayed as a victim of your stalker, Miss Emily Thorne, sociopathic socialite.

Conrad: Why go to the trouble to kill myself when there are so many other’s lining up to do it for me?

Victoria: I’ll be damned if I let the people write the final word on us.

Victoria: When the time comes, I say we drag them to hell with us.

Nolan: I am only doing this for Emily because her father asked me to keep her safe.

Mason: So I was right. You really are the brains in this Machiavellian scheme.

Emily: Choose your family

Emily: She’s not Amanda Clarke.

Emily: Words, Mason, are exactly the weapon that you choose.

Emily: Time to start making amends, Mason.

Nolan: Would you still want me if I wasn’t Nolan Ross?
Padma: No matter what happens, I’ll always see you as Nolan Algernon Ross.
Nolan: My middle name’s Mitchell.

Mason: Well, well, well. If it isn’t Benedict Clarke.

Emily: This is the book that we both know you were destined to write.


Last.fm_play.png "Burn to Shine" – Frankel
Last.fm_play.png "Hummingbird" – Moo Industries
Last.fm_play.png "Only One" – Smith Westerns
Last.fm_play.png "Sunday Song" – UNKLE
Last.fm_play.png "Qu'est-ce Qu'on Est Bien Ici" – Aimee Allen
Last.fm_play.png "Ain't It So" – Papa




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  • The episode was originally entitled Exposure, before the writers changed it to Penance.