After witnessing a strange assault at an abandoned shopping centre, teenager Paul Roberts discovers that he has the ability to see "Fades": spirits unable to move onto the next plane of existence. As Paul comes to realize, these Fades have grown angry at their doomed existence... and have achieved the ability to interact with the real world.
After experiencing visions of his family being slaughtered, Paul discovers that he must choose between his loved ones or a life as an Angelic under Neil's tutelage. Meanwhile, the number of missing people grows and Neil discovers that the Fades are eating the flesh of the living.
Songs: Toddla T with Roots Manuva -- Watch Me Dance (Andrew Weatherall Remix)
Paul pursues a relationship with Jay rather than give up his life to join the Angelics. Meanwhile, Neil makes contact with Mark and passes on a message from his dead wife, a new group of Angelics arrive in town, and Polus undergoes a startling transformation.
Paul's family and friends find it hard to deal with the aftermath of his accident. The Angelics are torn apart by some moral compromises. A new man in town with deadly intentions causes problems. Mark is quizzed by DC Armstrong as Sarah's Fade looks on desperately. Paul's loved ones have to face the shocking choice that the best thing for Paul might be to let him go.
The community opens a crisis center at the high school to deal with the rising number of missing persons. Paul, Anna, Jay, and Mac go there to find Anna's missing boyfriend Steve, but soon discover that John and Natalie have taken over the school for their own purposes. Meanwhile, Sarah chooses life over death and must deal with the consequences.
A town ends up being left deserted. An Angelic is on the edge of desperation. People will die and ash will fall. Nothing can stop the inevitable.