At home, Paul is unloading food from the grocer when he drops a jar of pasta on the kitchen floor.
At the trailer, Neil and Sarah's Fade look at Helen's corpse. After a moment, Neil starts to take Helen's corpse away.
Paul finishes cleaning up the past and calls to his mother Meg. He gets no answer and goes to find her, and finds Jay's corpse lying on the stairs.
Neil covers up the corpses of the two women, and Sarah asks him to talk to her ex-husband Mark. He refuses, saying that he needs to make sense of what's coming on. When Sarah warns him that the world is coming to an end and there's nothing they can do, Neil insists that there's always something they can do. He sets the trailer on fire and leaves.
Paul goes to his bedroom and discovers Anna on the bed, dressed in her underwear and her throat cut open. He then checks on Meg, who is lying on her bed and convulsing. Paul screams in horror...
... and wakes up from his nightmare.
At school, Paul tells Mac what he saw, but Mac would rather hear what Anna looked like in her underwear. As they go in past Anna, who is handing out sign-up forms for the ball committee, Paul realizes that he had a vision, not a dream. Mac grabs one of the forms and explains that he figures he'll be able to have sex with someone on the committee. A couple of 12-year-olds, Sam and Fred, mock the two teenagers as they go by, and Paul realizes that they're reaches a new low. Neil is waiting for Paul in the school's hallway and asks for a minute alone with him, and Paul agrees.
The school principal, Dave Peterson, calls Mark to his office and tells him to take time off to help the police look into Sarah's disappearance. When Mark refuses, Peterson warns him that one of the student's parents has complained that Mark assaulted the student. Mark insists that it won't happen again but Peterson gives him an official record.
Paul and Neil leave the school and Paul tells his new "friend" about his vision. Neil is more concerned about the fact that Paul is telling Mac about his visions then what he saw. He then takes Paul to the country care home, which is closed and long abandoned, and tells Paul that they're going to split up to find the person they're there to visit. Before Paul can protest, Neil slips away and Paul looks around. He sees the blonde female Fade that he met earlier and literally walked through. She stares at him and Paul goes after her, and finds her standing next to a school photo. One of the students in the photo is a young Neil. Natalie runs away and Paul continues chasing her, and she skips through a water puddle. As Paul approaches it, Natalie opens the fuse box and throws a switch, and a cable sparks and then falls into the water, almost electrocuting Paul. Neil comes back and sees the girl, calls her Natalie and watches as she runs off without responding. When Paul tells Neil that Natalie threw the switch, Neil insists that she couldn't have, and then takes him to the Fade they're there to see.
As they go to the Fade's room, Neil explains that his name is Eric, a former Angelic, and that he died in 1946 and was one of the first Fades. Neil then double-checks Paul's claim and realizes that Natalie was able to touch the fuse box despite the fact that she's Fade, and that it's not good. In the tower room, they find the elderly Eric waiting for them. Neil goes first and traces a symbol on Eric's hand, which glows with a golden light. He confirms that Eric wants to see Paul and ushers the teenager forward. The beacon light in Paul's chest glows and a similar light emerges from Paul's eyes for a few seconds. When he's done, Eric tells Neil that Paul is important because he is linked to the Fades. Paul insists that he doesn't want anything to do with any of it and runs out.
Back at school, Paul is standing outside and sees a dead bird on the sidewalk. He puts it in a nearby garbage can but then jumps back, startled, when it comes back to life and flies away. Jay comes over, having missed the incident, and comments that Paul is ditching just like she is. She asks if he's going to the ball and Paul is struck speechless, unable to ask her to go with him. As he starts to walk away, Jay asks if he's okay and Paul tells her that he's good.
Paul sneaks into history class and sits down next to Mac, and tells him that he's signing up for the ball committee. Mark, who is teaching the class, angrily tells him to be quiet and reminds him that he came in late. That afternoon, Mac and Paul go to the committee meeting, which Anna is supervising. She wonders why they are there and tells them to get lost, but Jay convinces her to let them stay and handle the shit jobs. After the meeting, Paul and Mac go to get ice cream. Paul lies and tells his friend about Natalie and then tells Mac that she's sitting behind him and is into him. He leaves while Mac tries to look his best for the ghost.
Mark comes home and finds the girl from the bar, Vicky, waiting for him. They are both unable to see Sarah, who has followed Mark home. Vicky explains that she read about Sarah's death and offers her condolences, and then asks if she can come in. They soon end up in bed together and Sarah invisibly watches them.
As Paul walks home through the park, Sam and Fred run by, mocking him. As Paul continues, the lights flicker and Natalie emerges from the shadows. Other Fades are with her, and they move in as Paul's hands give off a golden glow. He's unable to focus the light and the angry ghosts close in. Neil rides up on his motorcycle, firing at the Fades, and drives them back. He then gets Paul onto the back of his motorcycle and they escape. Once Neil gets out in the countryside, Paul gets off and starts vomiting. He tells Neil that he can't do it but Neil points out that Paul wants to know and has always run to the danger instead of away from it. However, he admits that Paul is too young to face what is coming.
At the park, Sam and Fred are playing football and Sam kicks the ball over the wall. Fred goes to get it, but when he doesn't come back, Sam calls to him. The lights flicker and something throws the bloody and deflated ball over the wall. As Sam backs up, the head Fade attacks him.
The next morning, Paul is still with Neil in the country. He calls to tell his mother that he stayed with Mac and then turns to Neil, who tells him that they're going active.
At home, Mark is looking through Sarah's belongings and finds photos of her in an institution bed with bandages on her wrists.
Neil takes Paul across the surrounding hills, looking for an ascension point. Paul asks his new friend what it means to him to be an Angelic, and Neil explains that he got used to it and that he had no one to say goodbye to so it was easy for him. Paul wonders why he had to say goodbye.
At the police station, Mark tries to tell Armstrong what he's discovered about Sarah, but Armstrong is busy with his superior, Clement. Superintendent Clement suspects that Armstrong's request for more men is just a way to cover himself and avoid blame.
Neil explains to Paul that it's impossible for Angelic to have a normal life, and that Paul must say goodbye to his friends and family and go underground with Neil.
Mark finally locates Firth and shows him the photos, insisting that his wife's suicide attempt and institutionalization is significant. Firth doesn't believe it despite Mark's claim that he knew nothing about Sarah's past. The DC tells Mark that the photos aren't evidence and Mark angrily leaves the station.
As the sun sets, Neil tells Paul that things will get easier. As they go through the woods, they spot Natalie and Polus, the Fade that killed Sarah and Helen. The Fades are feeding the corpses of Sam and Fred. Paul refuses to look and Neil tells him that a war is coming and he has to be ready, but Paul insists that looking will change his life forever. Neil admits that he's right.
Afterward, Paul goes home but can't bring himself to go in and face Anna and his mother. He goes to Mac's and stays over with him, and Mac tries to teach him how to dance for the ball. Mac's father, DCI Armstrong, storms in and yells at them for playing the music too loud at 2 a.m. Mac smells booze on his father's breath and points it out, and his father knocks him to the floor and leaves. When Paul tries to make excuses for Mac's father, Mac figures that his mother has left his father and that neither one of them want him. Paul notices that Mac cut his arm in the fall and applies a cloth to the cut. His hands glow golden and the wound disappears, much to the surprise of both teenagers. Mac hesitantly admits that he's okay with Paul being special, but asks his friend not to leave him behind.
The next morning, Armstrong gets summoned to a crime scene in the forest. He and Firth find the bodies of Sam and Fred, torn apart and partially eaten. Armstrong vows that he won't mess the case up.
Later that day, Peterson calls Anna and Jay in to tell them that because of the boys' deaths, he's cancelling the ball. Anna complains to no avail and leaves with Jay, and they discover that Mac has been outside, listening. He wonders if she's giving up and tells her that just like in Star Wars, the rebels kept fighting until they found an exhaust port to destroy the Death Star. Anna gets an idea and tells Jay that they'll have the ball at the old church that her father is renovating. Jay isn't happy with the idea but can't get a word in edgewise to disagree, while Mac is happy that Anna listened to him.
Paul has a therapy session with Dr. Tremlett and asks the psychiatrist if he go to war and walk away from his family and friends. Tremlett is less than helpful and Paul finally asks how he could say goodbye.
Mark goes through Sarah's belongings and finds a photo of Sarah with Neil, who Mark knows.
In his bedroom, Paul cuts his arm and tries to heal the wound. Meg comes in and figures that he's disturbed, and Paul doesn't have a good answer. He assures her that he's fine despite appearances and Meg accepts that, and then Paul asks if she'd be okay if he left. Meg assumes that he's talking about college, but explains that it would destroy her if something bad happened to him.
That night, Paul heads out to the ball with Mac, determined to make the most of his last night with his friend. Neil comes by and Paul explains that he needs time to say goodbye to everyone. At the church, Neil watches over the crowd while Paul avoids Jay so that he can rehearse saying goodbye to her. Anna interrupts him to order him to clean up some vomit, while Mac tries to make small talk with a girl without success.
Paul finally goes up to Jay and tries to talk about female science fiction characters and who is his favorite. He finally tells Jay that she's her favorite and that he wanted her to know in case he vanished. Jay tells Paul that she's drunk and they should find somewhere private. Meanwhile, Anna's boyfriend Steve goes up to Neil to ask why he's there. Neil see Natalie and goes after her when she runs out of the church. She refuses to answer his shouted questions and finally runs to some deserted buildings. When Neil follows her, several Fades ambush him, knocking his gun from his hand.
Anna finds Mac and asks where Paul is. Mac admits that he has no idea where his friend is, and Anna tells him that Paul has a life and Mac stays with him because he has nothing. Mac tells her that she's right and leaves.
The Fades pile onto Neil and bring him down, and then start ripping him to shreds.
Mac goes back inside and sees Jay kissing Paul. They don't notice him and he slips away, while Paul realizes that he can't say goodbye to her. Anna comes up and Jay shoves Paul around the corner out of sight. After a brief talk, Anna is called away and Jay apologizes to Paul. She admits that she has two sides, one where she's popular and hangs out with Anna, and another where she likes Paul but Anna terrifies her. Paul realizes that's what he needed to hear, kisses her, and tells her that she's brilliant, and Jay says that he's deeply weird. He leaves for home and calls Neil. When Neil doesn't pick up, Paul leaves a message saying that he plans to have a normal life and a secret identity as an Angelic, and that he won't say goodbye to what he has. The teenager admits that if does say goodbye, then he won't know what he's fighting for.
The dying Neil looks up and sees Helen's Fade standing over him. She warns him that he won't last long and demands that he tell her everything about Paul.