Paul is loading up food and spills a jar of pasta.
At the trailer, Neil and the dead Fade of Sarah contemplate Helen, who is dead with her throat torn out. Neil hauls Helen’s corpse away.
Paul mops up the pasta and calls to his mom. When he gets no answer, he goes out in the hall and discovers Jay’s bloody corpse on the stairs.
As Neil covers up the corpses of Sarah and Helen, Sarah asks him to talk to Mark but he refuses until they can make sense of what’s going on. She warns him that the world is coming to an end and there’s nothing he can do about it. He insists there’s always something they can do. He then spreads gasoline around the trailer, goes outside, and tosses a Molotov cocktail in to set it on fire. As the trailer goes up in flames, Neil walks away with a pack of his belongings.
Paul goes to his room and finds Anna dead on his bed, her throat cut open. His mother is convulsing on her bed, blood pouring from his mouth. He screams in horror...
... and wakes up.
Later that morning at school, Paul tells Mac what he saw. Mac is more interested in the fact that Anna was in her underwear. Paul insists that it was a vision, not a dream. They go in past Anna, who is handing out signup sheets for her party committee. As they go in, Mac grabs one of the signup sheets on the way in and keeps talking about a naked Anna and condoms. He figures that the ball committee is his ticket to sex and calls out that they need to get it on sometime. As Mac comments that Paul is still seeing dead people, two 12-year-olds overhear them and mock them. Mark runs after them because they scratched a car, while Paul complains that they’ve reached a new low. Neil is waiting for them in the hallway and asks for a minute with Paul. He agrees to talk to him alone, much to Mac’s disgust.
The school principal, Dave Peterson, calls in Mark and suggests that he take time off to help the police investigate Sarah’s disappearance. Mark doesn’t see the point and insists he wants to keep busy, but Peterson warns that he’s had complaints from the parent of a student that Mark is abusing them. Mark promises that it won’t happen again and Peterson gives him an official warning.
Outside, Paul tells Neil about his visions, and Neil worries that Paul is telling his visions to Mac. He takes Paul to what used to be the county care home until it closed and they go inside. Neil tells Paul to go a different direction so they can find “him,” but refuses to give any specifics and wanders off. Paul looks around and sees a figure moving down a hallway. He calls to it and it steps out: it’s the blonde Fade, Natalie, that he ran through earlier. She skips partway toward him and he asks if she’s who he’s supposed to be looking for. Natalie stares at him and then turns and runs away. Paul chases after her and she stops and stares at him, and then points at a school photo on the wall. Paul brushes the dust off of it and sneezes, and Natalie imitates him. She then points at one of the students in the photo, of a young Neil Valentine.
Natalie runs away again and Paul chases after her. She runs through a water puddle and then hits a power switch on a fuse box. A cable sparks and breaks loose, falling into the water, and Paul ducks back just in time. Neil comes in, sees Natalie, and calls to her, and she runs off without responding. Paul tells him that Natalie turned on the fuse box, but Neil insists that she wouldn’t have. He tells Paul that he wants him to meet Eric and takes him to it.
As they go to Eric, Neil explains that Eric died in 1946 and was one of the first Fades to appear. He used to be one of them, an Angelic, and has been aging ever since he died. Neil then confirms that Natalie turned on the fuse box, and warns that if she can touch things then it’s not good. They go into a tower room where Eric is waiting for them, seated in a chair. Neil warns Paul that Eric startles easily and steps forward to talk to the Fade. He makes a scratch in his palm, leaving a trail of light, and confirms that Eric wants to meet Paul. The teenager steps forward and sits down, and Eric raises his hands and gestures toward Paul. The beacon in the Fade’s chest glows and light flows out of Paul’s eyes. After a second the lights fade away and Eric nods to Neil. Neil explains that Eric believes that Paul is important and that he’s linked to the Fades. Paul insists that he didn’t ask for any of it and runs out.
When Paul gets back to school, he sees a dead bird on the pavement. He hesitantly picks it up and takes it over to a garbage can. It comes back to life and flies away as Paul stares at it in surprise. Jay comes over and admits that she’s been ditching as well. She asks if he’s going to the ball and says that everyone else is going. When she says that she’s going as well, he says that it’s better but can’t bring himself to ask her. As he walks away, Jay asks if he’s okay and Paul insists that he’s fine.
Paul goes to history class where Mark is talking about pacifism and the Nazi Party. Sarah is in the class and only Paul can see her. Paul tells Mac that he’s signing up for the ball committee, much to his friend’s surprise. Sarah nods to Paul in apparent approval, who tells Mac that he has his reasons. Mark snaps at him, complaining that Paul came in late and is talking.
At the committee meeting, Anna is discussing the theme when Mac and Paul come in. Anna tells them to get lost, but Jay suggests that they do the shit jobs. Mac agrees and Paul says that it’s important, and Anna gives in. Afterward, Mac and Paul go to get ice cream and Mac asks what happened. Paul tells him about Natalie and then lies and claims that she’s sitting behind Mac and can’t take her eyes off of him. He tells Mac to stay there and then leaves.
Mark arrives home, unaware that Sarah is following him, and discovers that the girl he picked up, Vicky, is waiting for him. Vicky explains that she ready about Sarah’s disappearance and felt sorry for him, and asks if she can come in. Sarah goes in with them and watches silently as they kiss. They end up in Sarah’s room undressing and Mark explains that he feels safe in there... unaware that Sarah is still watching them.
As Paul walks home, Sam and Fred see him and continue mocking him. Paul goes on through the park and the light flicker. Natalie, the Fade that attacked Helen and Sarah, and other Fades surround Paul. His hands spark with the golden light but he’s unable to summon the power. Neil arrives on a motorcycle, firing a gun at the Fades and driving them back. He tells Paul to get on and they ride off as Paul’s hands shoot more sparks, killing two birds.
Neil drives out into the countryside and Paul staggers away, vomiting. He insists that he can’t do it but Neil tells him that every time Paul has seen something unusual, he’s followed it instead of running away because they’re all connected. Neil warns him that it’s coming and Paul is too young to face it.
At the park, Sam and Fred are playing football and Sam kicks the ball over the wall. Fred goes to get it and the lights flicker and go out. The ball comes back over the wall, broken and bloody, and the Fade appears to attack Sam.
The next morning, Paul calls his mother and claims that he stayed overnight with Mac. Once he hangs up, Neil tells him that they’re going active and leads him away.
At home, Mark goes through Sarah’s papers and finds photos of her strapped to a hospital bed and sitting in a wheelchair.
Neil leads Paul across the countryside, looking for the ascension point. He asks what it means to Neil to be an Angelic, and he says that he got used to it early and had no one to say goodbye to. Paul wonders who he has to stay goodbye to.
Mark goes to the police station to talk to Armstrong. Armstrong is with Supt. Clement and asks for more resources to deal with the increasing number of corpses, but Clement figure that he just wants other people to blame.
As they go into the forest, Neil tells Paul that it’s impossible for an Angelic to try and maintain a normal life, and that Paul will have to go underground with him.
At the station, Mark finally finds Firth. He shows the DC the photos and points out the bandages on her wrist. Mark explains that he knew nothing about Sarah’s past and wants to talk to Armstrong. Firth warns him that the photos aren’t evidence and Mark walks away in disgust.
As night falls, Neil says that things will get easier. They see Natalie and the bald creature feeding on the corpses of the two boys, and Neil realizes that Natalie is one of them. He tells Paul that a war is coming fast and they have to be ready, and tells him to look. Paul hesitates, realizing that it would mean saying goodbye to his old life, and Neil agrees.
Later, Paul returns home and sees Meg and Anna in the living room. Rather than go in, he calls. Mac and asks if he can stay over. Mac agrees and tries to train Paul to dance for the ball. Mac’s father comes in and complains that they’re playing music at 2 a.m., and Mac realizes that his father has been drinking. His father shoves him to the floor and yells at them that they’re too old for sleepovers, and then storms out. Paul tries to make excuses, saying that Mac’s father is under a lot of stress, but Mac figures that his mother has left them. Mac figures that they’re fighting over which one doesn’t get custody, and Paul finally points out that he cut his arm in the fall. He holds a cloth to it and they both stare in surprise as the cut disappears and Paul’s hand glows. Paul then coughs up a moth, which flies away. Mac wonders who Paul is, and Paul says that he’s his best friend and special. In response, Mac asks him not to leave him behind.
The next morning, DC Armstrong gets word that they’ve found the kids. He and Firth take a team into the forest. One boy’s severed arm is strung up and they stare in horror, and Armstrong vows that he won’t mess it up.
Peterson calls Anna and Jay in and tells them that he’s canceling the party because of the boys’ deaths. She storms out and discovers Mac listening at the door, and he wonders if she’s going to give up. He draws on Star Wars
for inspiration and says that they should keep fighting so they can find an exhaust port. Impressed despite herself, Anna says that they’re not canceling and that they’ll have the party at the old church that Jay’s father is converting. Jay isn’t thrilled at the idea and runs off after her while Mac congratulates himself on giving Anna the idea.
Paul meets with Dr. Tremlett and asks if he could walk away from everything in a time of war. Tremlett says that he’d do his duty and Paul explains that the war would last forever and there’d be no going back. He finally asks how he can say goodbye.
Going through his ex-wife’s belongings, Mark finds keys, a cell phone, and a photo of Sarah in a wheelchair with Neil, who he recognizes.
At home, Paul cuts his arm and tries to heal it without success. Meg comes in and assumes that he’s cutting himself. When he tries to explain that it’s an experiment, he finally admits that he can’t explain but says that he’s fine. Meg accepts him at his word and starts to go, and Paul asks if she’d be okay if he left. She misunderstands and assumes that he’s talking about college, and Meg says that if anything happened to him then it would destroy her.
Paul goes with Mac to the dance and explains that he’ll be his wingman. Neil shows up and asks if there is any point in trying to stop him. Paul tells him that he needs time to say goodbye and Neil accepts his decision. As the two teenagers keep going, Paul insists that it will be their best night and Mac figures they need to have sex. With girls.
At the church, Neil watches from the shadows. Paul sees Jay dancing and practices saying goodbye. Anna hears him talking, figures that he’s weird, and gives him a broom to clean up some vomit. Meanwhile, one of Anna’s friends, Tracy, approaches Mac and he tries to make small talk. She explains she only came over to tell him that someone spit on his back.
Paul finally approaches Jay and he tries to make small talk about female mash-ups. He finally tells her that she was the girl in his mind, and he just wanted her to know that in case he disappeared. Jay tells him that she’s drunk and takes him away to somewhere private. Meanwhile, Anna’s boyfriend Steve approaches Neil and wonders why he’s there. As they talk, Neil sees Natalie dancing, unseen to the others. She runs outside and Neil follows her, calling her name. Natalie runs into a field but finally stops and turns. He asks why she’s there and demands to know what she’s up to with the eating. She runs off again into some abandoned buildings and ducks out of sight. Fades ambush Neil and attack him, and he loses his gun in the first wave of attackers.
Anna comes out and asks Mac if he’s seen Paul. Mac has no idea where he is and Anna can’t resist pointing out that Paul is getting a life. She figures that Mac needs Paul and is a pathetic freak, and he agrees with her before walking off.
The Fades finally bring Neil down through force of numbers and start to tear him apart.
As Jay kisses Paul in a hallway, Mac walks by and sees them. As he goes, Jay finishes the kiss and Paul realizes that he can’t say goodbye to her. Before he can explain what he means, Anna comes up and Jay shoves him out of sight before she can see Paul. Anna’s friends call her away and Jay apologizes to Paul, who realizes that she’s afraid of his sister. She admits that she has two sides, one where she’s popular and one that likes Paul. Paul gets an idea and tells her that was what he needed to hear. He kisses her and tells her that she’s brilliant, and Jay tells him that he’s weird.
As Paul walks home after the party, he calls Neil and gets his voice mail. He leaves a message saying that he thinks it’s possible for him to have two lives by being two people, because he can’t say goodbye to what he has. And if he does, then he won’t know what he’s fighting for.
Helen’s Fade approaches the dying Neil and tells him that he’s fucked up. She orders Neil to tell her everything about Paul.