As the Providence approaches Basra, Cook tells Sinbad that he's getting a bad feeling about the city. He loans Sinbad his knife, saying that it's saved his life and brought him luck, and will do the same for Sinbad. Sinbad assures him that he just plans to get his family and escape. He and the others then take the skiff to shore and go into the city.
Akbari examines the model of the future Basra that Emir had built and wonders if he has the right to change his murdered brother's vision . Taryn tells him that he can't falter now that he's so close to getting everything that he has always wanted. Considering her words, Akbari takes a torch and burns the model.
Sinbad and the others go to the House of Wisdom and watch as Akbari's soldiers burn the scrolls of knowledge. Taryn goes in with a prisoner, the senior professor, and explains that the library was built over a black temple to contain its power. She demands that the professor tell her where she can find the gateway, but he refuses to tell her and Taryn has her soldiers break open the floor.
When one of the young scholars escapes the soldiers, Sinbad goes after him and his crewmates reluctantly follow. Sinbad takes on the pursuing soldiers but is knocked down and Gunnar is forced to help him. Once the soldiers flee, Gunnar tells Sinbad that they need to stick to his plan but the thief merely shrugs. The scholar tells them that the Emir is dead and everyone who opposes Akbari has fled Basra. Akbari has outlawed science and scholars and the old magic is returning. The scholar tells Anwar that his father Ali, the Professor of Medicine, isn't safe and then flees with what scrolls he's salvaged. Anwar hesitates and Sinbad, understanding, tells him to get his family safety. Rina volunteers to go with Anwar and the two of them leave.
Akbari goes to the House of Wisdom to check on Taryn's progress. He nervously points out that his brother contained the Shadow gateways for a reason, but Taryn tells him that with the Shadows he can watch every city and gain complete control. She finds the buried gateway, a rune stone, and holds it up in triumph. A Shadow emerges from it and hovers above, and Taryn commands it to swallow up the professor.
Rina and Anwar cross the city and Rina explains that she knows the back alleys because she lived wherever she chose. Anwar wonders if he might have met her in the past without knowing it and the thief points out that if she had, she would have robbed him and left him in the dust.
Sinbad, Nala, and Gunnar go to Sinbad's home and find an old fortune teller waiting. She tells them to avoid the darkness and stick to the light, but Sinbad ignores her and continues upward. When they reach the apartment, Nala stays outside to stand guard while the others go in.
When Anwar and Rina reach Anwar's home, the thief suspects a trap and suggests that they go in via the back.
Sinbad realizes that his Zahira and Safia are gone, leaving only his grandmother's scarf behind.
At the palace, Taryn has trapped Safia in a mystic circle. When Safia senses Sinbad, Taryn notices and realizes that Sinbad has entered the city. She takes the gateway stone and commands the Shadows to find Sinbad.
Sinbad notices a black rune on the wall of his home that wasn't there before. As they leave, Nala senses someone watching them from the shadows and warns the others, but Sinbad dismisses her concerns. He says that they need to find the one man who can tell them what happened to his family.
Anwar and Rina enter his home through the back and find Helene, Anwar's mother, waiting for them.
Sinbad and the others find the guards' training ground and watch as dozens of the men prepare for battle. Tazeem is among them and Sinbad whistles to him, getting his attention. Sinbad then tells Gunnar and Nala to meet him later at a particular street while he goes to meet Tazeem.
Ali comes in to join his wife and asks Anwar who his new friend is, and Rina bows courteously to them.
Sinbad goes to the rooftop where he and Tazeem last met and finds his friend waiting for him. Tazeem assures Sinbad that Zahira has been placed on a caravan leaving Basra but warns that Akbari has Safia and will kill her once he becomes Emir at the end of the day. When Sinbad asks Tazeem to smuggle him into the palace but the guard warns him that he's in over his head. When Tazeem hesitates, Sinbad begs him for the one last favor so that he can save Safia.
As Ali and Helene set the dinner table, Anwar is surprised at their casual attitude given the destruction of the House of Wisdom. Ali tells his son that only those who resist Akbari have anything to fear and that as a leading doctor, Akbari needs him.
Nala and Gunnar make their way through the streets and see the young scholar and two of his friends plotting in the shadows. When the two friends continue on, the Shadows swallow up the three rebels without a trace. Nala looks back and notices that they're gone, but Gunnar assumes that they've fled and continue on, meeting Sinbad and Tazeem.
Anwar and Rina dine with his parents and Helene asks what Rina does. She claims that she works in the "jewelry trade" and mentions Anwar's skills as a doctor. However, Helene tells Rina that Anwar never graduated and ran off to sea before he could complete his studies. Ali tells his son that he has convinced his tutors to take him back and that there is nothing further to discuss. Angry at Anwar's parents, Rina storms off.
Taryn wonders if Safia is ashamed that she cursed Sinbad even though he is now trying to rescue her. The old woman points out that there is a sadness about Taryn and wonders if she lost someone in her past. When Safia asks what Taryn wants, the sorceress avoids the question, talking about what Akbari wants. Safia tries to leave the circle without success and Taryn assures her that Sinbad will soon be there.
Tazeem shows Sinbad and the others a secret tunnel into the castle where they can find Taryn's chambers. As Tazeem leaves, Nala asks Sinbad why he's really going into the castle but Sinbad insists that he just wants to rescue his grandmother. Sinbad and Gunnar enter the tunnel while Nala waits in the shadows, standing guard. However, the Shadows grab her and transport her to a cell beneath the palace with the other prisoners. The Shadows follow Sinbad and Gunnar, lurking at the edge of their torchlight.
Anwar goes after Rina, who warns him that the whole thing is a trap and that his parents knew he was coming back and arranged his courses with the university. Ali and Helene find them and warn Anwar that he's making a mistake, and assure him that Akbari promised he would come to no harm. When Rina warns them that Akbari will destroy all of the universities, Helene dismisses her as a mere thief and Rina realizes that they've been told about her. The guards burst in, capture RIna, and throw her into a caged wagon. As they ride off, Anwar ignores his parents' pleas and goes after his friend. Crossing the rooftops, he leaps off onto the wagon as it passes underneath.
Taryn tells Safia that Sinbad's friends will suffer the same fate as he does... except for Tazeem. Tazeem comes in and Taryn tells him that he will be richly awarded for his betrayal.
Rina cuts herself free with a hidden knife and goes back for Anwar, who missed the wagon and is laying in the street. When she asks about his family, Anwar tells her that he disowned. Himself.
As Akbari dons the ceremonial robes of the emir, Taryn arrives to tell him that Sinbad is within their grasp.
Sinbad and Gunnar get to the palace roof and knock out a guard. As they watch, Akbari enters the courtyard and dons the crown. Sinbad draws Cook's knife and Gunnar realizes that he planned to kill Akbari all along. He warns him that killing the new Emir won't save Safia and Sinbad reluctantly puts the knife away. The two men head for Taryn's chamber but Gunnar lags behind and the Shadows grab him and transport him to the cell with Nala and the others.
When Sinbad reaches the chamber, his necklace starts to tighten. Safia tells him to stay back, warning that the curse is also triggered by his proximity to her. She tells her grandson that Tazeem betrayed him and he has to leave while he can. However, Sinbad staggers forward, refusing to give up. Safia admits that she was wrong to curse him as Taryn enters the chamber and welcomes Sinbad home.
Although the cell has no walls, the Shadows themselves form a barrier around it. When Gunnar tries to penetrate it, they drive him back.
Akbari arrives and praises Taryn for delivering Sinbad to him. He says that everything he has done has been for the memory of his son, but now he'll kill Sinbad for himself. Akbari draws his sword and attacks, but Sinbad manages to disarm him and holds Cook's knife to Akbari's throat. However, rather than strike the fatal blow, Sinbad tells Akbari that he's sorry for the loss of his son and the pain that it caused him. When he pushes Akbari to the ground, the cursed necklace shatters and falls away from Sinbad's neck. Smiling, Safia tells Sinbad that he has become the man she always wanted him to be.
Akbari gets to his feet and tells Sinbad that he's sorry for his loss as well. However, Taryn steps behind Akbari and stabs him in the back with a dagger. As he collapses, the sorceress tells him that he has always been the one serving her. She then turns to Sinbad and says that has no idea what he's capable of or who he really is. While Taryn advances on Sinbad, Safia focuses all of her life force and manages to break through the mystic circle. She grabs the gateway stone and shatters it, and the Shadows flow out through the chamber, stunning Taryn.
In the cell below, the Shadows disappear and the prisoners realize that they can leave.
Sinbad goes to his dying grandmother, who admits that she wanted to protect him so hid the truth from him. She asks Sinbad to forgive her and he says that he does as he watches her die. Tazeem arrives and tells Sinbad that they have to go before the guards lock down the palace. When Sinbad angrily turns toward him, Tazeem insists that he had to help Akbari to save his family. Sinbad kisses Safia one last time, picks up the jewel from the shattered necklace, and leaves.
Back aboard the Providence, the crew wonders what they're going to do now that Akbari is dead and Sinbad insists that Akbari was a good man who took the wrong path. While Rina plays up Anwar's "heroic" rescue, Nala tells her friends that she is to stay in Basra and help the poor and displaced, just as her father did. She tells Sinbad that she'll see to Safia's funeral and admits that she didn't think much of him at first. With a final kiss, Nala says that it's been fun and leaves.
As the ship leaves Basra, Sinbad gives Cook his knife back and says that in the end, he didn't need it. As Sinbad glances back at his hometown, Cook tells him that home changes and the world expands. As Sinbad turns toward his friends and fellow crew, Cook says that a traveler discovers that he's brought his home with him.
At the palace, Taryn vows that her struggle with Sinbad has only begun.