A nice car drives over to the bad part of town. Two men get out, scrutinize a few homeless beggars, and pick one. They ask him if he's ever worked with a gun. He thinks they mean a job, when actually they plan to put him out of his misery.
Matt stops in the middle of a basketball game with Nick upon seeing Kerri Saxon walking past. He's instantly smitten with her, but Nick tells him to give up. She's always with her two brothers and never has had a date. She might not even know she's a girl. Matt takes on a bet, but is interrupted before his cool opening line by his flashing communication ring.
Walt and Matt are driving to a secret location. The communication rings are from the government. General Tucker was transferred to Greenland, and his replacement General Wymore has apparently been taking full advantage of the pair. They help him, he doesn't disclose their secret identities.
They meet at a mission. Wymore is no-nonsense and brusque. He says he's heard Matt can walk through walls now. Walt tries to explain that that's not exactly right, and when he's unable to convince Wymore of the truth, he has Matthew demonstrate. Matt has matured into a new power called astral projection. He lays down on a pew (physical self) and appears again on a different pew (astral self). The astral Matthew goes over and walks through a wall for the General. Wymore is speechless.
He then shows them three photographs. Two of the criminals have died mysteriously at Hillview Hospital, and yet their operations flourish. Wymore wants Matt and Walt to go undercover and make sure the third man, Donzelli, doesn't die, too.
Dr. Braff shows Dr. Walt Shepherd around Hillview Hospital, including pictures of an old hotel that will be blown up shortly to make way for a new hospital. Walt is introduced to Dr. Benson, a gruff doctor. While visiting the operating room, Donzelli is rushed in and both Benson and Braff work to save his life, but the man dies. All the while, a nurse watches Walt suspiciously.
Meanwhile, Kerri and her brothers walk across the campus toward double doors. Matt uses telekinesis on the soccer ball she's carrying and causes it to roll back toward him, while he locks the brothers in the building they have just entered. He's alone with Kerri now. After a brief discussion about sports, she invites him bowling. With her brothers. Matt isn't thrilled with the extra company.
Wymore is furious that Donzelli has died. Walt says they have a theory, however. He calls Matt on a pay phone and asks if he's ready. Matt is. Walt hangs up; the suspicious nurse overheard both conversations.
Matt gets into his car and accelerates at a green light, hits a construction site and flips his car. The medical personnel pronounce him dead at the scene, not knowing that it's merely a result of Astral Matt leaving his body. Matthew is taken to Hillview, his body covered in plastic.
A "grief-stricken" Walt is glancing at a casket catalog. Once the mortician leaves the room, Astral Matt shows up and startles Walt. Walt informs him that he's run some Quadrian tests on tissues samples of Donzelli and it seems he was injected with a substance to lower his vital signs so much that Earth instruments would not register his vitals. Donzelli wasn't really dead.
The mortician takes a phone call and is threatened to keep doing what he's been doing.
Walt and Astral Matt go down the hall to the embalming room. Physical Matt is laying on an embalming table. Matt reunites with his body right before the embalmer, Stevens, comes in. Walt hides in a closet.
Stevens is about to inject the "dead" Matthew with embalming fluid when Matt asks him if it's going to hurt. Steven collapses stunned, thanks in part to a quick injection from Walt. They lock him in the closet and Matt puts on the burial suit. They agree to meet in the morning. In the meantime, Matthew will be laying in a coffin.
Walt is checking out a restricted file room. The suspicious nurse enters and tells Walt he isn't supposed to be in there. He replies that she isn't either, but he won't tell if she leaves now. She leaves unhappily.
Upon leaving his body in the coffin, Astral Matt goes into the hall in time to witness the exchange of bodies. A stranger (the homeless man) is wheeled into the crematorium while Donzelli, with lines drawn on his face, is taken out of the building.
Astral Matt, still in his burial suit, goes bowling. The brothers think it's hilarious and keep calling him Marvin. In retaliation, Matt uses telekinesis the entire time and bowls a near perfect game. Kerri is pretty impressed.
Donzelli is taken to a separate facility and has plastic surgery performed on him by Dr. Braff and our suspicious nurse.
Walt and Astral Matt meet the next morning, discuss the exchange of bodies, and come to the conclusion that none of the three criminals died, and that all had plastic surgery performed on them. Walt tells Matt to get back to his body as soon as possible.
In the meantime, Dr. Braff is testing Physical Matt in the coffin to make sure he didn't use the same drug that Braff has been using. He doesn't detect anything, but still suspects Walt is up to something since the teenager suddenly ends up "dead."
Walt gets to his car and his nearly run down by Braff's two goons, who try it again. He rolls out of the way, finds an unlocked van. He knocks one guy out with the van door and threatens the other man, asking him who put them up to this. Goon #1 replies that Braff knows Walt's a fraud and that the dead kid will be deposed of. Before Walt can find out how, Goon #2 comes to and knocks Walt out.
Walt finds Astral Matt at the mortuary, placing anxiously. His body is gone and he only has about 24 minutes left.
Walt goes to the mortician and is told reluctantly that Braff said something about a hotel being a perfect place to get rid of bodies. Walt realizes it is the same hotel fated to get blown up . . . today.
Walt and Matt drive to the hotel site, with Astral Matt getting weaker by the minute. They reach the site and are told the explosion can't be stopped. They run beneath the building and search for Matt's body. They finally find it, with only a few seconds to spare. A reunited Matt uses his powers to add twenty seconds to the timer and the two get out of harm's way, just before the hotel is blown up.
Dr. Braff and his nurse are taking the bandages off Donzelli's body; he has a totally different face. The two other missing criminals arrive, with new faces. Braff wants payment, but they want a flight to Mexico first. The nurse is told to drive the three to the airport while Dr. Braff heads to the hospital to take care of the mortician.
Wymore is in a station wagon with Matt, headed for Braff's house, where the surgeries have taken place. Early in the chase, they run the van with the two goons off the road, but chasing the nurse and the three gangsters is proving tougher since the station wagon doesn't have a lot of acceleration.
Matt uses his powers to boost the power of the car and eventually takes over driving with telekinesis. The general covers his face the entire time in terror and only looks when the bad guys are caught and the cops drive up.
Wymore and Matt race back to the hospital to stop Dr. Braff, but Walt already took care of that. Braff is now at home in a coffin. Case closed.
Matt is talking to Nick about Kerri was about as romantic as Howard Cossell. Matt's now nuts over another new student named Vicky.
Kerri's brothers walk up and tell Matt that Kerri's been moping around and that he is expected at dinner tonight. Matt gets his revenge by turning the lawn sprinklers on them.