The class gathers for third period art, and Ian opens his notebook. Whisper talk about his grades, much to Ian' irritation. Art calls the class to order, and a transfer student, Emerson Poencet, comes in and tries to give her a note claiming it's Whisper giving him time off. As Art begins the class, Headmaster comes in and tells them carry on as normal. Ian starts by asking why they are in art class when they're there for training. Headmaster objects, and notes that Tower Prep exists to help them flourish as a person. He gives them a homework assignment to express their skill in art, and gives them two days.
In the observatory, Ian and the others work on their projects, and he wonders who wrote the "I'm scared too" note. Suki complains that she can only copy, while Ian wonders how to display his pre-flexes. They suggest that he draw the avatar from the computer game he was playing when he was abducted, and see if shocks Headmaster. As they work, CJ demonstrates how she can differentiate emotional differences by near-imperceptible facial expressions that she draws. Suki finds a vacuum tube in a compartment and uses it for her project.
In class the next day, Suki shows her drawing of a vacuum tube. Headmaster comes in to look at their drawings, and notices that Ian's is the avatar from the video game. CJ tells the others that Headmaster is trying not to react to Ian's drawing. As they go to the next class, Ian turns back and watches Headmaster tear up Suki's drawing.
That night, the group gathers at the observatory and tries to figure out what set Headmaster off. As Suki goes to join them, a girl follows her. Suki notices and covertly takes a photo, and sends it to the others. She then goes back to her room, while the Monitor reports. At the observatory, the others wonder how they can identify the tube, and Gabe suggests they talk to Winslow, a student who has true eidetic memory. He analyzes it and explains that simulates an organic DNA component that didn't exist in 1947, the date of the tube.
Suki uses the underground passages to get to the observatory and they tell her what they've found. They decide to show it to Whisper 119, and it says that it was once used at Tower Prep. It wants to know where they found it, and Gabe is unable to persuade it to ignore their question, and it refuses to identify what it is.
The next day in at class, Art uses the phrase "I'm scared too," and then tells them to take their project to the next step even if it scares them. That night, Ian comes to see Art as she works on a huge painting and asks her if she wrote the note. She eventually tells him that she didn't and talks about hidden messages in art. When Ian returns to his room, he discovers that someone has slipped him another note, warning him not to ask questions. It's in the same handwriting, and they set out to gather samples of everyone's handwriting. Suki uses her ability to duplicate everyone's handwriting, while the others collect samples as best they can.
After going over all the samples, they don't find a match. However, CJ reveals that she is learning how to analyze people based on their handwriting. She looks at the two notes and explains that the person who did it is very motherly, protective... and artistic.
The group slips into the art room after curfew and examine the painting she was working on. They realize that she painted something in fluorescent ink, but the only thing revealed is a bunny. They laugh and the security alarms go off. The Monitors come in and they try to blend in as art pieces without success. The next day, they're taken to Headmaster, and claim that they snuck into the studio to work on their art projects. They get off with a thread and leave, and Ian suddenly turns and uses his preflexes to grab a boy's hand as he tries to put a note in Ian's pocket. The boy runs off at superspeed, and Ian uses his ability to find where he's hidden. The boy, Lazlo, explains that he works in the Administration Building and delivers notes. He delivers whatever is in his delivery box. Once he goes, Ian reads the note, which says "I tried to warn you."
The team returns to the observatory and figures that whoever is sending the notes works in the Administration office. Suki suggests that they hard reboot Whisper 119 and uses the temporary blackout period to break into Headmaster's office and check out the time cards and learn who wrote the notes. They go into the passageway and Suki follows the power lines to the grid that powers Whisper. They come to a boarded door and break in, and discover a number of discarded computers. Some are made of the same metal as the vacuum tube. Gabe finds another vacuum tube attached to a computer which is an early version of Whisper, Whisper 23. There's a slot for a second vacuum tube, and Ian and CJ go to get the tube.
While they return to the observatory, Suki notices that the power cable feeds into Whisper 23. The computer is made of Sato Industries components, and Suki wonders if her family was responsible for Tower Prep. As he tries to reassure her, Ian and CJ return with the tube and they prepare to plug it in. Suki warns that they don't have enough time to power up Whisper 23 and reboot Whisper 119. However, Ian insists they need to find out what rattled Headmaster. They plug it in and Whisper 23 comes on line and greets them. She refuses to answer their questions and asks them to play a game, and Ian agrees to run a video maze. Skulls appear on the video screen, and one of them gets near Ian's avatar. A shock bolt hits Suki ,and Whisper 23 says they have two lives remaining. The computer seals the door shut, and Ian uses his preflexes to anticipate the skulls' energy blasts. While the others take cover, Ian gets the avatar to the end of the maze.
Whisper 23 says a single word: "Candidate." It then informs them that Ian has been chosen for Tower Prep, and then insists that Gabe takes the test next. Ian offers to play for him, while CJ tries to unplug the vacuum tubes. Whisper 23 shocks her and they try to leave, and Whisper 23 says that it's alone. They realize that it's an artificial intelligence. It gets angry and starts giving off electricity, insisting that they play. Ian tries to get to the tube while Suki and Gabe distract Whisper 23. It hits Ian with an electrical blast and CJ runs to help him. A burst of electricity surges through the wires, shorting out Whisper 23, and CJ pulls out the vacuum tube.
Ian and CJ go to Headmaster's office while Suki and Gabe throw the switches to shut down Whisper 119. However, a countdown clock goes off and Suki realizes they only have two minutes. Ian refuses to leave until they have the time cards, and CJ goes through the cards looking for the proper handwriting. They find it and leave, just as Whisper 119 reboots.
The team goes to the art studio when they realize that the handwriting belongs to Emerson, who has natural microscopic vision. They blow up his piece of art, a single red dot, and find another message hidden within. However, when Emerson arrives, he analyzes the writing and tells them that he didn't do it, and that the notes were printed out. The group realizes that Whisper 119 printed out the messages.
That night, Ian opens his netbook and asks Whisper 119 if it wrote the note. He figures that Whisper 119 knew that Whisper 23 was dangerous, and created the power surge to protect them. Ian thanks it for protecting them, and Whisper 119 prints out a message for him: "You are welcome."
In art class, Emerson is working on another microscopic painting. Art congratulates them on their work, including Ian's drawing of Whisper's avatar.
Headmaster returns to his office and finds a scroll on the desk. Inside of it is the vacuum tube. On the scroll is a message: "See it doesn't fall into the wrong hands." Headmaster picks up a paperweight and smashes it.