David's in trouble, while his friends search for answers.
With David not waking up, Cary preforms several tests on his body to try and determine what occurred. There was no medical reason for David's coma, and he was not brain dead, as his mind was active. Ptonomy searched his memory and his subconscious but could not find David's mind. Realizing that part of David's power was being able to create a mental projection space somewhere between reality and dream, they concluded that he was trapped in the astral plane.
Melanie decides to send Syd, Ptonomy and Kerry outside to find what really happened to David before Clockworks. Kerry is excited at the prospect of potentially fighting Division 3 agents, while Ptonomy argues against the idea, seeing David as dangerous. Melanie states, without room for dispute, that all three are going.
After the trio leave, Melanie returns to her office only to see a translucent diving suit in it—the one that contains her husband. After the image fades, Melanie rushes to find Cary. Cary warns Melanie that the vision may not be Oliver waking up, as they have been wrong before, however, they'll check anyways. Melanie then asks Cary if he misses Kerry, which he does. Cary also expresses his concerns of what will happen to Kerry after he dies as she only ages outside of his body. Cary and Melanie then check on Oliver's body and find it still in the diving suit. While in the cryogenically frozen room the alarm goes off declaring an intruder in the room has been detected. Cary disables the alarm and says it's nothing but Melanie believes it to be Oliver trying to communicate to them and she speaks of Oliver’s body saying “We can hear you, my love.”. In actuality, it's symbolic of David arriving in the same astral plane that Oliver is trapped in.
Amy is being held prisoner by Division 3. Each day Amy would be taken into the interrogation room and questioned by Walter and Brubaker and each time Amy tells them that she doesn't know where David is. Upon one interrogation, Brubaker asks if it's true that she told her husband that she felt like she was living in a haunted house growing up. Horrified, she continues telling Division 3 she doesn't know where David is.
Eventually, Amy discovers that Dr. Kissinger is being held captive in the cell next door. Amy and Kissinger began to compare notes on David, coming to the realization that David has powers. Amy tells him of how David would know facts, conversations and thoughts that he shouldn't know. She tells him about how she would leave David in one place and then find him in another, how sometimes there were noises in parts of the house. She also tells Dr. Kissinger that David would be talking to people who weren't there, specifically someone named "King". Dr. Kissinger says that King is their childhood dog, to which Amy responds "Doctor, we didn't have a dog."
Researching David's Past
Ptonomy, Kerry, and Sydney travel out into the real world to learn what about David's past is real. The group starts at Dr. Poole's old office, where Kerry keeps watch while Syd and Ptonomy search the room. Sydney notes that the curtains are completely different. Ptonomy explains that people's memories change over time. Sydney then gestures to one of the walls and tells Ptonomy that she saw it opening up and a red light streaming from the crack. This then causes child David to run into the astral plane. Ptonomy tells her that he looked for them but couldn't find them in any of David's memories. Ptonomy then says that as part of David's ability, he can create the place Sydney ran into--a psychic projection that simulates reality. Ptonomy then opens a closet door and finds the tape recorder from David and Dr. Poole's sessions bent, broken, and covered in bloody fingerprints. Syd asks if there was any way that they were still in David's memory but Ptonomy tells her that this is reality--or he's pretty sure it's reality. Ptonomy then places the recorder on the desk before explaining that objects have memory too and his gifts work on them just as they do on people. He then asks that Syd place her hand on the recorder before he places his hand on the recorder as well stepping into it's memory. In the recorder's memory they see Dr. Poole asking David about the stars and then Dr. Poole severely beaten with the recorder laying next to him and David standing over him.
Syd and Ptonomy process what they saw. Ptonomy says that it looks like that Dr. Poole returned early while David was robbing the place so David beat him to near death. Syd says that it doesn't seem like something David would do. Ptonomy understands that Syd loves David but tells her David is clearly unstable and hearing voices for years, doing hard drugs, and then being locked up in a mental ward will do that. Sydney refutes that she was also in a mental institution. Ptonomy explains that compared to David, Sydney's power is a card trick. Ptonomy also tells Syd that he read the medical report on Dr. Poole. David broke the doctor's skull and they had to put him in a coma to get the swelling down. If David could do that much damage with his fists, Ptonomy feared how much damage he would do with his powers. Syd says that in David's memory she saw a flash where David was eating tape and many of his memories are altered. Ptonomy states that he has seen implanted memories before and these weren't implanted. Sydney counters that they could have been implanted from the inside and that's why Ptonomy didn't notice them. Ptonomy then asks why David would do such a thing and Sydney admits she doesn't know. Pitying her, Ptonomy says she's going to a lot of effort just to convince herself that David's a nice guy. Syd doesn't listen and points out that in the recorder's memory David told Dr. Poole what the stars said. She proposes that in one session David said too much and he came back to destroy the tapes.
While taking rest in the woods Cary called Kerry telling her the address he found for Philly. Kerry then returns to Syd and Ptonomy and informs them of this. The trio continues to take rest in the woods before heading out again, during this time Kerry tells Sydney about her past along with her relationship to Cary. Kerry has all the action while Cary does all the "boring stuff." Kerry is the muscle while Cary is the brain. Kerry keeps Cary safe while he makes her laugh.
Next the group goes to find Philly, David's ex-girlfriend. They find her currently working for a real estate agency. Outside of the building Ptonomy informs the group of his plan. Sydney is to keep Philly distracted by pretending to buy a house while he scans her memories. Ptonomy will also pretend to be blind by wearing sunglasses. Kerry is to keep watch for Division 3 agents. Kerry is eager for a fight but Ptonomy quotes Sun Tzu in reply. "Hence to fight and conquer in all your battles is not supreme excellence; supreme excellence consists in breaking the enemy's resistance without fighting." This does not impress Kerry but she stands guard while the others go into the agency.
At the agency Sydney pretends to buy a house keeping Philly engaged while Ptonomy searches her memory. In her memory Ptonomy sees Philly having dinner with David and Dr. Poole. The memory then glitches to another and Ptonomy travels to the new memory. In the new memory he sees Philly walking to Dr. Poole's lighthouse where she meets a scared Dr. Poole. After finding Dr. Poole's place of residency, Ptonomy thanks Philly for her time, removes his sunglasses, and stands up beginning to leave. Unable to resist, Syd asked if Philly dated David. Ptonomy wants her to stop but Syd continues down this path anyways. Philly tenses up and asks if they know where he is. Syd tells him that they're looking for him. She also says that David spoke fondly of Philly and asks if things ended badly between them. Philly reveals that she dated David because she believed that she could fix him, and David was always nice to her. Philly also reveals that his friend Benny, a pusher, was a bad influence on him. Ptonomy asks for clarification if the friend that David did drugs with was a man. Philly confirms this by saying that Benny was a larger man who smiled a lot but not with his eyes. Syd asks if there's any message that she should pass along if she sees David. Philly replies "They're watching." Ptonomy and Syd then leave the agency.
While moving to the next location, Syd asks Ptonomy if he wants to talk about how Benny was replaced by Lenny in David's memories. Ptonomy admits he doesn't know why Benny was replaced by Lenny, David's female friend from Clockworks. Finally the trio heads to the lighthouse where Dr. Poole now lives. Upon entering the property, Kerry lights up seeing that it would be a great place to have a fight. She begins to daydream her perfect fight on the lighthouse's land with helicopters and gunships and ninjas.
At Dr. Pool's lighthouse they knock on his door. Dr. Poole answers it looking scared. Syd states that they're heard to talk to him about David but he replies he doesn't talk about his patients and attempts to close the door. Syd begs Dr. Poole to let them in saying that David's in trouble. Ptonomy then pipes up saying that David told them he broke into Dr. Poole office to steal drugs but they believe that there's another story. Dr. Poole lets them in and brings them tea. Kerry does a sweep of the building and finds nothing. Ptonomy wanted to do a memory sweep of Dr. Poole's mind but Sydney demands that they talk to him like normal people. Ptonomy lets her lead the questioning, opting to not search his memories.
While Sydney and Ptonomy talk to Dr. Poole about David's past, Kerry constantly scans the surroundings for any sign of Division 3. In the questioning, Dr. Poole reveals that he was David's doctor for about 3 years. David, when he was on his medication was eager to work. He also had conflicting impulses that were not helped by the influence of his friend, Benny. Ptonomy then asked Dr. Poole if David was at all different in the days leading up to the robbery. Dr. Poole admits that David had doubled his sessions and it was clear that there was something he wanted to talk about but didn't until their last session together. Syd then asks what the stars said but he only replies that Sydney is in love with David and Syd admits to this. Dr. Poole then asks to see David again and Ptonomy asks why. Dr. Poole states he wants to know why David attacked him, Syd looks at Ptonomy silently hoping that they'll let Dr. Poole see David. Dr. Poole then states that Ptonomy is in charge. Sydney tries to refute this saying they came here together and no one's in charge. Dr. Poole then reveals himself to be Walter and, Kerry sees scores of Division 3 agents swarming the beach as they make their way to the light house. She yells, with some excitement, that it's a trap and the three mutants quickly run up stairs while a hail of bullets shred the room they were previously in. Walter calmly walks up the stairs after them while bullets whiz by his figure. Realizing they're trapped on the top floor of the lighthouse, Kerry declares that it's her turn for some action rather then talking to people. She then dives out of a window, rolls onto the ground outside, and begins to take down agent after agent. During this Cary begins to watch the fight through her eyes, mimicking her moves with a broom he was previously using and cheering at her victories. She's able to take down the first wave of agents before the second wave appears and overwhelms her and begin to beat her. Cary feels her pain as she's beaten and cries out for her.
Back in the lighthouse, Ptonomy then begins to fire at Walter to has entered the room that they were hiding in. Walter uses his power to cause the bullets to miss him. Now out of bullets, Ptonomy attempts to take Walter in hand-to-hand combat. Blocking Ptonomy's punch, Walter knocks Ptonomy out using his powers. Next Sydney faces off against Walter. She touches them and they swap bodies. The of the Division agents arrive and posing as Walter, Syd tells them to put them into the van as she'll take the Summerland mutants back herself.
In the Astral Plane, David gains consciousness and sees a figure dressed in a diving suit. The figure motions for David to follow them and leads him to a large floating ice cube. The Ice cube is exquisitely decorated in a modernist style. As David takes in his new surroundings, the figure disrobes revealing himself to be Oliver Bird, the husband of Melanie Bird. However, Oliver has been in the astral plane a long time and his memory alludes him.
In the ice cube Oliver tells David that he is trapped in the Astral plane, a "no-place, where every day is the same, where you can imagine yourself a kingdom but nothing is ever real."Oliver also reassures him that his monster cannot find him in the ice cube an that it's a safe place. He alludes to the fact that Farouk makes David forget but David protests that there is no monster and it's just his psychology. David also states that he needs to leave and save his sister. Reluctantly, Oliver lets him return to the Astral Plane out side the ice cube telling David that the monster is not a metaphor and more like a parasite.
David then begins to wander the subconscious land of the Astral Plane searching for a way out. As he wanders, Lenny appears as well as the rest of his childhood bedroom. David is not in the mood to play "Lenny's" games and attempts to leave the illusion bedroom only to find himself walking right back into it every time. "Lenny" tells him that they need to talk and that he screwed up trusting the mutants of Summerland leading them to become stuck in this place. David tries to defend them, saying Oliver told him it wasn't their fault before asking who "Lenny" really is. "Lenny" responds by singing "I'm you. I'm me. I'm everything you want to be." She then changes the subject to the fact that they need to leave because everywhere David is, she's there too. To motivate David and activate his powers she shows him a image of what is occurring in the real world, where Sydney, Ptonomy, and Kerry are all unconscious in the back of a van driven by Walter to Division 3. What David does not realize is that Sydney and Walter have body swapped and that Syd, in Walter's body, is actually driving the mutants to safety.
This does the trick and David activates his powers. Between David and Lenny's combined powers they reenter the real world, stop the truck, and release Syd's body (which is being controlled by Walter) and gives her a knife. The real Syd wakes up in time to stop Walter from killing David before attempting to chase her and stop her. David, not realizing the body swap, tackles Walter's body to the ground as the two swap bodies back. Kerry and Ptonomy wake up at this time and Kerry quickly exits the vehicle hoping to help the fight. Walter and Sydney swap bodies back leaving Walter free and David pinning Sydney to the ground. Now with his own body Walter shoots Kerry in the shoulder before escaping. Kerry then lies on the ground in incredible pain and Cary shares her experience collapsing in Summerland as well.
- In the forest scene, one of the characters remarks that it would make a good place for a fight. This is the same forest from X-Men: The Last Stand, in which a fight takes place between Wolverine and Magneto's mutant army.
- The poem that Oliver recites is "California Supermarket" by Allen Ginsberg.
- Oliver Bird's beginning narration and appearance bare a resemblance to the late Orson Welles; also a narrator himself.
- Kerry Loudermilk wears a blue pantsuit and brown trenchcoat, similar to James Arthur Madrox, aka Multiple Man, in the X-Factor comics. Multiple Man can create multiple versions of himself, whereas Kerry and Cary Loudermilk are two different people that share the same body.