Paul is walking down the hallways of the hospital but no one responds when he calls out. Jay comes in but runs past Paul without seeing him. He follows her and sees Meg at his bedside, holding his hand as he lies comatose. Mac is there as well and Lily brings Jay in.
A naked John runs through the forest and steps on barbed wire, feeling pain. He makes his way to a water trough and rinses himself off, while remembering being in a cocoon of flesh. A farmer notices him and comes over, and asks John if he’s okay. John stares at him and the farmer figures that he’s on drugs. He offers to get him some help and John grabs a rock and beats his skull in. He then takes the corpse’s clothing and walks away.
Dr. Jamison examines Paul and tests his reflexes. Outside, Paul listens to Mac as he works on crossword puzzles and tries to cheer the others up. Paul finally tries to talk to Meg and take her hand, but golden sparks fly, burning his hand. Jamison comes out and asks to talk to privately, but Meg tells him that he can speak freely in front of her daughter and Paul’s friends. The doctor tells them that Paul is brain-dead and they need to discuss taking him off of life-support.
John continues walking into town.
The Angelics take the captive Natalie to an abandoned World War II bunker. Mac calls Neil to tell him that Paul’s been hurt in an accident.
Armstrong and Firth interrogate Mark, while Sarah watches them, screaming at them to stop. While Sarah, weeps, Armstrong suggests that Mark killed Sarah when they separated and he discovered that he couldn’t live without her. Mark calls to Sarah, realizing that she’s there, and she tries to reach out to him. When she touches him, golden sparks fly and she cringes back in pain.
Neil arrives at the hospital and finds Mac waiting outside. Mac asks him to help while Paul gestures to Neil, who insists that Paul is dead and there’s nothing he can do. When Mac asks how he knows, Neil says that Paul’s Fade is standing next to him. Neil says that it’s time to go but Mac asks for the chance to say one last thing to Paul. He blames himself because Paul was looking at him when the truck hit him. Paul tells Neil to tell his friend that he wasn’t to blame, but Neil says that it sounds like he was, turns, and walks away.
John gets hamburgers from a street vendor and revels in the act of eating. He sees a small girl playing with a wind-up toy and grabs it, and then sees a lamppost with a small shrine to Paul. John grabs Paul’s photo, apparently recognizing it, and then goes back to the vendor. He pukes up black goo and then tries to talk to Steve, who casually dismisses Paul’s injuries and notes that he’s at the hospital. When Steve walks away, John follows him, kills him, and takes his clothing.
At the hospital, Anna tries to call her boyfriend Steve and leaves a message.
Neil takes Paul to the bunker and explains that they’ve been using it for 20 years. Paul doesn’t say anything at first and Neil wonders if he’s sulking, and Paul finally asks why he’s there. Neil says that he brought him there to prove a point. The other Angelics have tied up Natalie and are trying to figure out what she has become. Paul and Neil come in and the Angelics realize that Paul is dead. Neil says that it’s a good thing because now they won’t be relying on Paul. He goes to Natalie and demands that she tell him where they can find the Angelic killer. When he grabs a knife and prepares to torture her, Phil and the others try to stop him. Neil warns that they’re in a war and that things will soon tip too far for them to win. Paul insists that they’re wrong and walks away, and Phil and Alice go after him. Neil then turns to Natalie and gives her one more chance. When she refuses, he tortures her and she screams in agony.
Paul gets to the door and asks Alice and Phil to release him. They open the door but explain that they can stop Neil with his help. He reminds them that he’s dead and walks away.
At the hospital, Mac enters his friend’s room and offers Meg a sandwich. She tells him that she’s not hungry but Mac says that she should eat because Paul would want her to. Meg finally takes a sandwich and they eat, and then he begs Meg not to turn off the machines. Meg refuses, blaming him for Paul’s death.
John enters the hospital and finds Paul’s room. Anna sees him from behind and mistakes him for Steve because of the stolen clothing. John goes into the restroom and spits up more goo, and then cleans himself up and practices speaking for the first time, declaring his name. Mac comes in to wash up and notices John staring at him. He quickly leaves and another man comes in and goes into a stall. After a moment John goes in and kills him.
Paul is sitting in the hallway outside his room when John approaches him. He says that he can see Paul, and Paul recognizes him from his dreams. John runs away and Paul chases him to the roof. He loses him at first but John comes up behind him. He eats a bar of chocolate and talks about how his mother ate chocolate in 1932. John offers the chocolate to Paul and explains that he’s famished, while Paul asks how he can be alive now if he was a boy in 1932. The newcomer gets up, inadvertently burns his hand on a heating duct, and says that he died for a bit. John then invites Paul to walk with him and strolls across the rooftops.
After going out onto an isolated roof, John finally stop and Paul realizes that he’s Polus, who tried to kill him. However, John points out that now that Paul is dead, he can’t kill him but he can trap him. The only door off of the roof is shut and John says he will only release him if Paul tells him what he needs to know. He asks where Natalie is, sure that the Angelics are doing damage to her, and he wants her back. Paul refuses to help him, and John advances on him, furious. He explains that a mortar killed him in 1943 in Sicily along with thousands of others. The Ladder broke, trapping millions of Fades in the world and forcing them to watch their loved ones while their bodies aged and rotted.
John goes to the edge of the roof and looks out across the town, while Paul asks if he kills people to make it better. John tells him that he was saved by his wife. She remarried after his death and married a man who beat her. John watched as she gave birth to children who despised her, and finally saw her kill herself when the cancer came so that she would have a dignified death. When the blood fell on his face, it caused excruciating pain, but John bore it for three days. The blood gave him new skin, giving him a way to be free. Paul points out that he murders to gain flesh and John tells him that it’s nothing compared to what the Angelics have done. The Fades had begged the Angelics for help reopening Ascension, but they refused because it violated their agreement. The Angelics made bullets tipped with organic material that could hurt them, and herded them. John insists that the Angelics are bad and tells Paul that what they’re doing to Natalie proves what he’s saying. He promises Paul that if the teenager takes him to the Angelics, he won’t hurt them. All he wants to do is get Natalie out. After some consideration, Paul leads John to the bunker
Neil and Maddy stand guard over the captive Natalie. She is growing a cocoon of organic matter and appearing on cameras as she becomes flesh.
Higgy comes back to the bunker with pizza and finds Paul waiting outside. He assures Paul that he’ll Ascend, and then John grabs him and chokes him unconscious while Paul looks on, silent. Once Higgy is unconscious, John leads Paul inside. Paul goes to find Neil and Maddy, and Neil wonders if Alice and Phil came back and let him in. Paul says that John let him in as the power goes out. Maddy watches Natalie while Neil takes Paul with him to find the others. Paul suggests that they let Natalie go but the Angelic ignores him.
Neil finds the fuse box and turns on the lights, and finds a wind-up toy on a barrel. Higgy staggers up and says that someone is in the bunker. Neil calls a warning to Maddy just as John attacks her. They struggle and he rips out her throat, and Neil and Higgy arrive and shoot John. As they try to help Maddy, Paul comes in and Natalie screams in agony from within her cocoon. Maddy dies and Higgy tells Neil that Paul lead John there. Meanwhile, John gets up and the two Angelics shoot him repeatedly. Higgy backs up and Natalie rips free of her cocoon and grabs him, biting his throat. Neil gets Higgy out and closes the door, but can only watch as Higgy dies.
As John pounds on the door, Paul stares in horror at Maddy’s corpse. He accuses John of breaking his word and killing them, but John has gone to Natalie. As he comforts her, he smiles and tells Paul that he’s just learned that he’s immortal. John tells Paul that he hopes he doesn’t Ascend because he’ll be a useful manner of his team, and then carries Natalie away. Neil returns and asks Paul who John was, and Paul tells him that John is the Angelic killer and he promised not to hurt anyone. Disgusted, he tells Paul to walk away from him now and Paul quickly leaves.
At the hospital, Anna tells Jay that she’s glad she made love to Paul and he had a chance to have sex with a real girl. Jay asks if she’s okay but Anna glares at her and Jay admits it’s a stupid question. However, Anna says that if Meg had a choice, she’d choose Paul over her. Jay says it isn’t true and Anna admits that she’s a selfish bitch.
Firth tells Armstrong that the teeth marks on the corpses don’t match Mark’s dental pattern. Armstrong goes to release him, but warns that he’ll be watching him. Sarah, unseen, smiles in triumphant.
Mac goes to Paul’s house and uses his birthday gift to let himself in. He goes to Paul’s room and calls to him, not sure if he’s there. The light flickers and Mac assumes that he’s there, and Phil and Alice grab him. He explains who he is and admits that he has nowhere else to go. They apologize and Mac figures that they’re wizards who can bring Paul back. They explain that they can’t bring Paul back and are trying to find him before he Ascends. Mac mentions that Paul’s family, including his twin sister, are heartbroken, and the Angelics are intrigued by that bit of news.
At the hospital, Anna is trying to get a bag of chips from the vending machine when Mac approaches her. He hits the machine and knocks the bag loose, and she asks where he’s been. Crying, she tells him that they’re going to turn off Paul’s machines at 8 p.m. so it’s good that he came back to say goodbye. Mac tells her that he’s found the Angelics and they’re going to save Paul.
At home, Mark lies on his bed and talks to the unseen Sarah about how he’d wake her up in the morning. He doesn’t know if he’s talking to her, and admits that he wishes she weren’t there because he can’t cope with the idea. Sarah says that she wants to touch him and notices that her body is rotting. Mark begs her to get out of his life and Sarah, crying, agrees.
At 7:30, Meg kisses Paul goodbye.
Paul goes into the woods and sees other Fades approaching the Ascension point. His own chest beacon glows.
At the bunker, Neil is sitting next to his dead comrades when Sarah comes in. He tells her that the Fades can take human form and wonders if he’s a good man. She tells him that he’s a principled man that gets confused, and Neil admits that she was right and that there’s nothing any of them can do. He wonders how he can fight immortals, and Sarah admits that Neil was right and that they can’t give up. When Neil wonders how they can fight John, Sarah says they need to have one of their team members on John’s team. She then says that it’s time for her to eat, and admits that she doesn’t want to do it but she has no choice as she looks at Maddy’s corpse.
Natalie, now human, thanks John for rescuing her. He looks around the high school boilerhouse... and the other Fade cocoons stored there.
Phil and Alice bring Mac and Anna into the forest and find Paul. They explain that they plan to do a soul transplant to bring him back to life. Paul doesn’t believe it will work and that he’s cursed, but Phil tells him to do what he’s told. Phil insists that it will work even after Paul tells him that he got Maddy and Higgy killed. The Angelics begin the ritual and Paul reluctantly joins them.
Dr. Jamison comes in and Meg asks for a few more minutes until Anna gets there. As they wait, Meg complains that Anna was never there when she needed her.
Alice and Phil hold a mirror in front of Anna, between her and Paul.
Meg tells Jamison to shut off the machines and he begins.
Neil takes the blood from Maddy’s body and squeezes it into a pan.
Paul appears in the mirror, glowing, while the lights of the Ascending Fades fill the forest.
Neil squeezes blood into Sarah’s mouth.
Phil reaches through the mirror, grasps her soul, and transfers a part of it into Paul, thrusting his hand into his chest. There’s a burst of energy and Paul flies back, and Paul’s beacon light fades out. Alice tells Phil that he did everything that he could, but he admits that he failed. Paul tells them that he’s cursed and Mac begs them to try something else.
At the hospital, Paul’s heartbeat fades and then starts beating again. He starts to twitch and then breath on his own.
In the forest, dead birds fall out of the sky. Paul’s Fade disappears and Alice says that whatever happened, it wasn’t them.
At the hospital, Paul coughs up moths as Jay, Meg, and Jamison stare in surprise. He sits up and turns to his mother, who is crying in relief, and says “Fuck.”