At Clockworks, the lights in the hallway burn out. Kerry runs down the hallway, gasping for breath, as Walter strolls after her, whistling. People appear in the hallway, clawing at Kerry, and then disappear. Kerry finally hides and Walter walks past her.
The Devil/Lenny questions Amy, asking what he did with it. Lenny asks her about the day that David came to live with her, and the man who brought her. She insists that Amy remember even though she was 4 at the time, Amy describes how she snuck out onto the landing to listen in, and she thought it was a dream. Amy wonders why the Devil is demanding answers, and Lenny points out a monitor showing Oliver's ice cell.
In the ice cell, Oliver brings Cary in and pours drinks. Cary hugs him, saying that Oliver hasn't aged an hour, and mentions Melanie. Oliver doesn't remember his wife, and admits that he's been there a long time so his memory is vague. He explains that the Devil is a parasite that has attached itself to David's consciousness and they should rescue Cary's friends. Oliver assures Cary that the Devil can't find them, and says that he and David are starting a barbershop quartet. He figures that Cary knows who the Devil is: Amahl Farouk. Farouk is putting all of his energy into tricking David, and Cary realizes that Farouk has disguised himself as King: the Shadow King. Oliver warns that Farouk has locked David's consciousness away and soon it will disappear entirely and Farouk will become David. He reveals an image of the team's bodies in the real world, seconds from being shot down.
David appears inside the ice wall, screaming, and Cary explains that he made a halo that fires random electromagnetic signals. If they put it on David in the frozen timeline, it should block Farouk and break the Clockworks fantasy. Oliver points out that then they'll be in their real bodies and shot with bullets, and Cary says that they'll need everyone to change the dynamics of the room and block the bullets. In response, Oliver introduces Cary to his suit, named Jules Verne.
Later, a suited Cary goes to where Syd is sleeping and removes her headphones. She wakes up and Cary motions her out. He leads her to an isolation chamber and assures Syd that Farouk cant hear them. Syd has already worked out what is going on. She figures that they have to distract Farouk so that they can save their bodies, without Farouk knowing. Syd will go to the hospital and get the others while Cary fixes the device. He gives her a pair of glasses that Oliver made to help them. They will show Syd what's real and what isn't. There are more glasses for the others, and Cary tells her that he'll send a signal when he's in place.
Syd returns to the Clockworks fantasy and finds it in chaos. She puts on the glasses and the people disappear, and she goes to find David.
David pounds on the sides of his coffin, screaming.
After Melanie fails to move the bullets or Syd, she sees the suited figure in the mirror. It's Cary, who steps out of the mirror while Oliver appears in the room as well and introduces himself to Melanie. He still doesn't remember that she's his wife, but finds her familiar. Cary finds the halo device in his real body's hand, while Melanie goes out in the hallway and finds a drop of blood dripping up. There's a puddle of blood on the floor, and more drops flow upward to the ceiling. Moving on, Melanie finds Rudy in a closet, a knife in his chest.
In the Clockworks fantasy, the orderlies shave the comatose Rudy and wheel him to the common room.
Syd continues searching for the others and finds Rudy in his wheelchair. Meanwhile, Kerry runs in and bars the door, and kicks at the other patients coming at her until Syd puts a pair of glasses on her and motions her to be silent. Walter really exists, and tries to get through the barred door.
Lenny stands in her office, looking out the window.
David tries to get control of himself, pointing out that he's in a mental coffin rather than a real one. Rational Mind David appears and reminds David that Farouk tricked him into giving up control. His other self explains that David's power created him to save David because he's breaking down. David points out that they're underground in a locked coffin, and Rational Mind David notes that they don't have a body so they can't be underground. He then has David visualize a classroom and a blackboard, and it appears. Rational Mind David says that David knows everything Farouk knows, and has him write everything out. He reminds David that Lenny said that Farouk knew David's father, and David works out that Farouk is a mutant like him that has been in his mind since he was a baby.
Drawing on the chalkboard, David figures that his biological father was a mutant like him. Farouk was his enemy and they fought mentally on the astral plane. David figures that his father won but Farouk's mind entered David. David's parents decided to give him away to keep David safe, but Farouk possessed him to get revenge. Farouk made David crazy and fed on him to gain power and get revenge. When Syd came, Farouk realized that he couldn't hide anymore.
Rational Mind David warns that their bodies are in their childhood home and in trouble. David realizes that Melanie was wrong and he was sick, but he's not sick anymore. Rational Mind David asks what he's going to do about it, and David says that he's going to get his body back. He reappears back in the coffin and starts freeing himself.
Syd and Kerry take Rudy down the empty hallway.
Cary and Melanie try to move David and Syd's bodies without success. Oliver starts up a stream of music.
David breaks out of the coffin and wanders through the astral plane.
Syd and the others continue searching for David. Walter tackles Kerry, knocking off her glasses. As she fights off the patients, Syd turns and sees her teammate fighting thin air. Walter hits her and Syd attacks him, trying to pull Kerry away.
David goes in circles in a maze of hallways.
Lenny arrives and greets Syd and Kerry as they struggle with Walter. They ignore her and Lenny tells Walter that he can go. She compresses him into a ball.
Melanie and Cary stare at Walter as he dies in the real world.
Lenny advances on Syd and Kerry. Cary puts the halo on, and Lenny sees him. She tells Syd and Kerry that she'll be back in a second.
David concentrates and tries to shatter the hallways.
Lenny appears in the real world and telekinetically shoves Oliver into the wall. She then returns to the Clockworks fantasy and prepares to kill them.
The hallways shatter around David.
Rudy wakes up.
As the bullets continue on toward Syd and David, Cary puts the halo on David's head.
Rudy grabs Lenny and she throws them both down the hallway. The fantasy shatters and the fantasy Cary merges with his real body. David spins Syd around and catches the bullets in his hand. Walter compresses into a ball, and Amy gasps in horror and shock.
The team returns to Summerland carrying the injured Rudy. Cary stops David from removing the halo and explains that they isolated Farouk in his mind. To keep Farouk trapped, David has to continue wearing the halo. Melanie goes to the chamber where Oliver's body is. She opens the helmet and discovers that there's no one inside. She walks to the cafeteria and finds Oliver serving eggs to the others. He gives Melanie a sunflower and some eggs, while Kerry watches from the doorway. Cary comes over and his sister says that she's good. Kerry finally says that she needed him and he left her, and wakes away.
David goes over to help Amy get coffee from the machine, and she apologizes for not telling him the truth about David being adopted and the man. He warns her that she can't contact Ben because D3 is watching, As David goes to join Syd and Cary, he sees the Angry Boy and warns them that Farouk isn't too happy and they should get the Shadow King out of his mind. They take David to Cary's lab.
Oliver offers to tell Melanie the story of the lady and the crane.
D3 soldiers arrive and capture all of them. The Interrogator walks up, covered in third-degree burns. He tells David that they have a lot to talk about, and orders the soldiers to kill the others.
Deep within David's mind, Farouk pounds on the walls of the coffin... and cracks it open.
Written by Gadfly on Mar 23, 2017