The episode jumps back to show the audience what happened when Cary entered the astral plane. At night Cary dreams of Oliver's giant ice cube in the astral plane and ends up in the astral plane where he meets Oliver who is dressed in his diving suit and brings him back to the ice cube. Once in the safety of the icy fortress Oliver removes his diving suit, Cary recognizes him however Oliver does not recognize Cary. Oliver reassures Cary that the parasitic mutant that has attached to David's psyche and is feeding off of his power cannot find them in the ice cube. Oliver then goes on to say that when David and the parasite were trapped in the astral plane with him , Oliver was able to read it's mind. He reveals the mutant is Amahl Farouk otherwise known as the Shadow King. Cary then concludes that the reason David's memories were distorted was due to Farouk as he even disguised himself as a beagle, King, in David's memory.
After comparing information Cary and Oliver agree that they must save the others from the alternate Clockworks as well as their bodies which are frozen in time with Walter (disguised as Rudy) shooting at Syd and David. To make matters worse the Shadow King had locked David in a "tiny corner of his mind" where if they don't rescue him soon he will be entirely gone and Shadow King will become David. Cary points out that he created a device, a halo, that should isolate the Shadow King in David's mind and end the hospital dream, however they still need to deal with the bullets. Oliver then lends Cary his diving suit to free the others from the hospital and gives him several pairs of special glasses that will show the wearer what is real.
Cary in a diving suit then rescues Sydney and leads her into the astral plane and a strange chamber. Inside a chamber in the astral plane where Amahl cannot see or hear them Cary speaks with Sydney about how the Clockworks fantasy isn't real. Syd, however, already had figured all of this out and tells Cary to save their bodies while she goes back into the Clockworks dream and saves their minds. Cary gives her the glasses that Oliver made to help tell what is and isn't real.
Upon reentering the alternate Clockworks she finds that it has turned into a nightmarish version. Broken glass and furniture litters the floor, and if not for the glasses Sydney would have seen thousands of patients attacking her.
At this time Melanie is in the real world trying to prevent David and Syd from being killed by bullets. Melanie first tries to move the bullets that are in mid air but finds them too hot to touch. Next she tries to move David and Syd's bodies but is unable to. Sometime later, the diving suit reappears and Melanie believes it to be Oliver. But when the helmet is removed it is Cary who's wearing the diving suit. Oliver then appears behind Melanie, drinking a martini and introduces himself not remembering that Melanie is his wife. While Oliver and Cary work on saving David and Syd using the halo, Melanie leaves the room. As she's walking out a drop of blood hits her face. Following the dripping blood to its source, she finds Rudy in a closet dying and stabbed with a knife. Saddened she leans down and whispers something into Rudy's ear. Melanie then rejoins Cary and Oliver in the bedroom.
In another area that Farouk controls, the Shadow King questions Amy about David's biological father. Amy tells her that she doesn't remember but Farouk continues questioning her. She tells Amahl that it was like a dream and didn't believe David was real at first. Seeing all Amy knows, he becomes increasingly frustrated and starts yelling "Where did he hide it?"
Meanwhile Kerry, who is alone, attempts to navigate the nightmare Clockworks. Not only was Farouk causing her to see hundreds of violent patients attacking her but Walter also took this opportunity to stalk her.
When Syd is in the re-enters the Dayroom after having finished her conversation with Cary she sees Rudy still comatose, sitting in his wheel chair in the dayroom. She goes to but a pair of glasses on him but at this moment Kerry enters the dayroom and throws a piece of metal into the door, baring it which keeps Walter, who is stalking her, out of the day room. Kerry then starts fighting off the imaginary patients. Syd is able to get close to her and place a pair of glasses on her. Kerry and Syd push Rudy around as they begin exploring the hospital looking for David, Melanie, and the others.
Trapped in a tiny corner of his mind/a glass coffin underground, David panics and bangs on coffin lid screaming to be let out. In his breakdown, his powers kick in and create a physical representation of his rational mind to help him find a way out. David's rational mind takes David's form but with a British accent. David's rational mind calms him by informing him that there is no coffin as it's a metaphor. Next the rational mind has David imagine a classroom which becomes a physical class room. From here the rational mind slowly works through David's past piecing together what Amahl said.
From here David assumes that Amahl, a mutant, and his father fought in the astral plane with their minds. when his biological father won, Amahl lost his body. To keep David safe, his biological father placed him with the Haller family but Amahl found him and infected him like a parasite. Slowly Amahl fed off his power, while also making David mentally ill, with the goal of taking his revenge on David's biological father and ruling the world. However when Syd arrived it woke David up and now their bodies are in danger in his childhood bedroom. Now calm and collected, David begins breaking out of his mental coffin. From here he navigates his way through his own mind, which Amahl has booby trapped.
Back in Clockworks, Kerry and Sydney push Rudy through the halls looking for the other mutants. While exploring one corridor, Walter tackles Kerry into another room at the same time knocking the glasses from her face. Once again surrounded by patients attacking her she is unable to defend herself from Walter who begins to beat her. Syd attempts to help but to no avail.
As Syd attempts to pull Walter off of Kerry, Farouk (as "Lenny") arrives. "Lenny" then forces Walter to stand before telling saying that he can go and crumpling his body into a ball, killing him. Now with her sights set on Kerry and Syd she begins to torment them. Seeing Oliver, Melanie, and Cary in the real world, she pauses to deal with them.
In the real world Melanie tries to help Cary move David and Syd before Oliver offers to help by creating a psychic shield. As Oliver does this Cary works on placing the halo onto David's head. Amahl sees what Oliver is doing and appears in the room, throwing Oliver against a wall causing him to disappear before returning to the nightmare hospital. However Farouk doesn't stop Cary from placing the halo onto David's head.
After disposing of Oliver, the Shadow King returns to Syd and Kerry but before he can kill them, Rudy gains enough propulsive (thanks to the words that Melanie spoke) to grab Farouk and send off a concussive blast that sends both himself and Farouk far away from Syd and Kerry. At the same time that Rudy sends off this propulsive blast, David manages to get free, and Cary places the halo onto David's head effectively ending the Clockworks scenario.
Back in the bedroom time starts again and David turns to place himself between Syd and the bullets. However instead of being impacted by them, David catches them. He then teleports Syd, Ptonomy, Amy, Rudy, Kerry, Cary, and Melanie back to Summerland.
While walking back to Summerland Cary tries to talk to Kerry but is distracted when David tries to remove the halo. When they returned to Summerland Cary ties to reemerge with Kerry however gives him the cold shoulder.
Now back at Summerland, David is relieved that Farouk is gone and attempts to remove the halo but Cary stops him. The Shadow King isn't gone but merely isolated in David's mind and if he were to take off the device it would set Amahl free again. Cary tells him that they need to go to his lab in order to remove the Shadow King once and for all. The group then notice that Melanie is gone.
Melanie had rushed to the cryogenic chamber where she finds the diving suit that contained her husband's body empty. Oliver did not disappear but returned to his own cryogenically frozen body in the real world. Melanie, soon finds him cooking for some of Summerland's inhabitants and reciting poetry. Oliver greets her quoting "You were never no locomotive sunflower. You were a sunflower." still not knowing who she is but offering her a seat at the table and some food anyways. Oliver then takes a seat at the other end of the table from her. After lunch Oliver and Melanie stand out on a balcony and Oliver drinks a martini. He asks her if he's ever told her the story of the woodcutter and the crane and Melanie replies he has, many times, but asks to hear it again.
During lunch Cary offers to remerge with Kerry as he knows that she dislikes mealtime. Kerry refuses and Cary offers her some soup. Kerry states that she's upset with him because he left her in the Clockworks nightmare.
While the group is enjoying lunch, David and Amy talk. Amy apologizes for not telling David that he was adopted and for believing he was sick. She also celebrates the fact that he is a mutant before remembering her husband. David informs her that she cannot contact him as Division 3 would be watching him and once things have settled down they would retrieve him.
Syd and Cary then go to find David and remove Farouk from his head. They find David talking with Amy. While walking to Sydney and Cary the halo shifts and David sees a vision of the Angry Boy. Now worried he agrees that they should remove Farouk quickly.
David, Cary, Syd, and Ptonomy make their way to Cary's lab by walking outside. However Clark (who is covered in burns) along with dozens of Division 3 agents appear and hold all of the mutants at gun point, demanding to speak with David while the other mutants could be killed.
- Mackenzie Gray as The Eye
- Brad Mann as Rudy
- Carmella Guizzo as Young Amy (4 yrs)
- Quinton Boisclair as Devil With the Yellow Eyes
- Tatyana Forrest as David's Mom
- Dario Giordani as David's Dad
- Michael Brent Nathanson as Bald Man
- Noah Hegglin Houben as David (Infant)
- Sebastian Billingsley-Rodriguez as David (Toddler)
- The Devil With The Yellow Eye's true identity is revealed in this episode.
- Dan Stevens spoke with his own accent for the scenes where he acted as David's British doppelgänger.
- According to Noah Hawley, it was Dan Stevens who suggested that David's "rational mind" should have a British accent. In addition to referencing Stevens' real-life nationality and David's parentage, it also pokes fun at the stereotypical notion of a British accent being associated with intelligence and sophistication.
- Charles Xavier's wheelchair can be seen in the backgroud as proof that he is Haller's father. The production team went through the storage containing various wheelchairs from all the X-Men films before settling with the one from X-Men: Apocalypse .