The Dollhouse is undergoing some major internal upgrades all across the boards, which will briefly knock out a few systems here and there. DeWitt calls a meeting with all of the handlers and staff of the Dollhouse to try and make this transition go as smoothly as possible for the Actives, who do not like any disruptions within their serene world. Topher suggests changing the "cocktail" of anti-psychotic drugs and soothing mood music that’s pumped into the pods each night while the Actives sleep as a way to deal with the problem--a suggestion that horrifies Dr. Saunders, who wants to leave well enough alone. But DeWitt, determined to get to the bottom of the "glitches" that several of her Actives--including Echo--are suffering, promises to keep Topher’s idea in mind.

Meanwhile, later that night, Echo awakens within her pod--only she’s not Echo anymore. She has truly awakened from her waking zombie life as an Active, and is once more Caroline Farrell, who finds herself trapped within a coffin-like space. Clawing her way out, Caroline discovers several other people--Victor, Sierra, Mike and November--who are all in the same situation she is. They stand around nervously in the darkened pod room, wondering what had happened to them, until the lights come on and they join the general population, trying to fit in anyway they can. Eventually, Mike is recaptured, while Sierra, Victor and November make a break for it. Echo decides to stay behind and fight for the freedom of the other lost souls.

Needs is brilliant for the various twists and turns that it offers--all while still making sense within its storyline. It turns out that releasing the five actives like this was the plan of the Dollhouse all along as a "venting" mechanism. It’s felt that if they act out their deep-seated desires, it will make them better (and more controllable) actives in the long run. But what really sets this episode apart is how we are forced to look at the Dollhouse through a new pair of eyes--namely that of a group of newly awakened, fearful prisoners--and, in the process, we’re reminded that it’s not such a nice place after all. We also learn the back story behind several of the actives--and the ending, when they are all recaptured and reprogrammed back into their zombie-like states, is deeply poignant for the sense of loss that it invokes.