Outside, in the bluish-pinkish light of sunrise, a fleet of police vehicles sits parked along the road just beyond the motel. Agents Andrews and Wallace stand in front of a slew of Llanview police in riot gear, giving instructions as another black and white pulls up.

Bo gets out, with Detective West, and as they start to head over, Andrews sees them and walks over to them.

"Commissioner."

"Andrews...what's the word?"

"Anonymous tip came in, with a room number and everything. Motel manager's been notified, and we're ready to go. Where's Sykes?"

Bo looks at him strangely. "How should I know? I thought YOU called him."

Andrews returns the look as Wallace joins them. "I DID call him...a WHILE ago. Thought he'd be coming with you."

Bo shakes his head, and looks at Detective West, who shrugs. Wallace interrupts.

"Well, Sykes or no Sykes, we better MOVE."

"Right," Bo says, heading for the waiting police officers.

After a short huddle, the deployment begins. Bo and Wallace follow as Andrews takes point, sprinting through the brush, with the rest of the officers following, guns drawn. As they approach, he stops, gesturing for half of them to take the back way around, as he and Wallace take the front entrance. Bo sees the motel manager in his office, looking out, eyes wide. Bo puts a finger to his lips, as he moves down the wall, following behind Andrews and Wallace.

Slowly and silently, the officers surround the building...closing in on D's room.

Inside, D stirs, sniffing and opening his eyes, groggily, still half-asleep. He blinks, then looks over at Starr, sleeping away. His eyes dart to the window as he shifts around in the chair trying to get comfortable. Suddenly, he stops, catching sight of something. He blinks again, his eyes widening, trying to focus. He watches the window for a moment...

.and sits up, seeing a faint shadow on the curtain. He holds his breath for a second, watching...it remains. He looks over at Starr as he slides off the chair slowly. He crawls over to the bed, hiding as he reaches behind him, pulling the gun out of his belt. He unloads the magazine, checks it, then snaps it back in and chambers a round. He peers over the top of the bed...seeing more shadows now. His pulse races as he looks around wildly. There's no way out except the front door. He curses to himself, then looks at Starr.

Outside, Bo, Wallace and Andrews stand against the wall, just beyond the window on either side. At least six officers stand ready and aimed at the door, covering them from behind the parked cars.

Andrews and Bo exchange looks from either side of the door. They both check their cover and look back at each other. Finally, Bo nods, gun drawn and ready. Andrews nods back, and Wallace signals to a waiting officer, standing ready by the door with a mini-battering ram, who locks his visor down and takes a deep breath.

Andrews makes a fist and pulls down. The officer hauls back and swings at the door with the ram. Andrews, Wallace and Bo push up against the wall as the door busts open with a loud BANG! The officer moves back quickly. They all exchange looks, then rush in, guns pointed.

"FREEZE! FBI!"

They only get about two steps inside before they stop in their tracks.

Directly in front of them stands D, holding Starr in front of him like a shield with one arm, her legs dangling...the other holding the gun to her head. Starr bites her lip and cries quietly as Bo, Andrews and Wallace look at them, guns still pointed.

D swallows hard, his voice raspy. "Drop 'em."

The three exchange looks. D looks among them and cocks his head.

"You drop 'em NOW, or she dies."

Starr sniffles, opening her mouth. "D..."

D pushes his mouth into her hair, whispering. "Shhhh. Quiet."

She sucks her lips in and looks at the three in front of her, as they start to hold their hands up slowly.

D watches them all carefully. "On the floor, kick 'em over here. NOW."

They watch as Bo, Andrews and Wallace slowly place their guns on the floor and kick them over in D's direction. As they skitter over, D kicks them all away. He takes a deep breath, looking at them all with their hands up.

He grins. "Wonderful. Now back up...SLOW. And call off the firing squad outside."

Bo and the feds exchange looks, then start to back their way out. Andrews gets outside first, yelling over his shoulder.

"This is Andrews...hold your fire! Coming out!"

Andrews backs away from the door, followed by Wallace, and finally, Bo...who keeps eye contact with Starr. He speaks softly to her as he walks backward.

"It's okay, Starr...we won't let anything happen to you."

D's eyes flash with fury and panic. "HEY! Did I tell you to talk? BACK IT UP!"

Bo glares at him, but continues stepping back, getting out of earshot. Starr sniffles and whispers to D.

"D...I'm scared..."

He bites his lip, shutting his eyes for a second. Then he starts to move forward slowly, whispering back into her hair.

"I know, I know you are. It's okay. You're gonna be okay, Starr, I promise. You're doing great."

"Where are we going, D?"

D swallows as he approaches the doorway. He looks out and sees the officers aiming at him, and starts to get the worst feeling...that it's all over for him. He tightens his grip on her, his voice wavering.

"Well, I dunno about me...but I think you're going home now."

He picks his head up and yells out.

"I have a gun to her head, do you understand me?! Now get away from the door!! BACK OFF!!"

The officers aiming in pull back, withdrawing their weapons. D sees Bo, Wallace and Andrews backing up into the parking lot. He moves forward slowly, eyes darting in all directions as he walks into the lot, a formation of law enforcement fanning out and away as he moves forward.

The stand off continues as D gets out into the middle of the lot. He starts edging his way toward his car, parked down a ways. He keeps a steady gaze on them all, the gun still pointed at Starr's head. Bo, Andrews and Wallace exchange glances, hands up. Carefully, Andrews moves the fingers on his one hand, signaling silently...

And suddenly, a loud CRACK! breaks the silence, echoing all around.

D's eyes widen, letting out a heinous cry as he feels his right knee get blown out. Startled by his outcry, Starr lets out a high-pitched shriek, as D folds up and collapses, dropping her as he falls to the ground. She rolls away from him as he looks up, scanning for the source...his eyes finally fall on the sharpshooter on the second floor, chambering another round, still aiming at him.

D looks over at Starr, as she scrambles to her feet. She looks down at him, scared and crying, fingers in her mouth. Bo runs over and scoops her up as the other officers surround him, guns drawn. He swallows and drops the gun from his hand, hearing sirens all around. The officers swarm in on him as Andrews and Wallace run over to Bo and Starr.

Andrews touches her hair. "Hey...hey. You okay, sweetie? Are you hurt?"

She looks at them in shock, still biting her finger and sniffling. Finally, she shakes her head, looking back down at D. Bo rubs her back and speaks softly to her.

"We gotcha. It's okay."

Starr's gaze lifts from the ground up as the officers haul D up. Two officers hold his arms, supporting him, and start to carry him away.

He makes eye contact with Starr and stops. They look at each other for a moment...then D smiles at her.

"See, I told ya you were going home."

Starr's head turns with them as they lead him away, with Andrews and Wallace following, to the ambulance that's pulled up. Andrews calls to Bo over his shoulder.

"We'll meet you back at the station."

Bo nods, and he looks at Starr as she stares after D. She sniffles and takes her fingers out of her mouth to wipe her nose, roughly, on her pajama sleeve...then her voice comes out soft and sweet, like a tiny bird. "Bye, D."

Bo looks at her, in awe of her innocence. He smiles and hugs her tightly. Detective West comes running over with a blanket, and drapes it over her as they walk toward the cruiser pulling up. West opens the back door for them, holding it as Bo ducks Starr's head down and gets in. West shuts the door and runs around to the other side, getting in.

Starr sits up, dropping the blanket and turning around to face Bo, who smiles at her warmly.

"I think it's time to go home, what do you say?"

Starr nods, then looks around, a finger back in her mouth. She looks back at Bo, and blinks innocently.

"Can I go back and get Fred first?"

Bo does a take. "Fred? Who's Fred?"

She licks her lip. "...the magic frog. I left him inside."

Bo looks at West, who smiles at her. "Sure, no problem. I'll go get him."

She gets out of the car and shuts the door. Starr watches as she runs back to the room. Bo stares at this beautiful little girl, not believing this could be the daughter of Todd Manning...a man he detests. He shakes his head as West comes running back over, getting in and holding the toy out to her. Starr grabs it and clutches it to her chest, offering a little smile.

West starts the car and starts to drive away. Starr rubs her frog's head and kisses him, then falls against Bo's chest, resting there. Bo smiles at her, and strokes her hair gently, listening to the sirens and breathing a huge sigh of relief.