In the present day, Walter is struggling inside the clone’s mind. Raikou states that whatever is happening in there, it’s ripping him apart piece by piece, but she needs to keep the door open to give Walter any chance of being able to set himself free.
Meanwhile, Hutch is on a heist plan, but his friends do not want to help him this because he has been having sex with Chloe. They see this as a betrayal, and so Hutch teleports to China.
Elsewhere, Brandon speaks to Sheldon to comfort him about Walter and states he will be okay. Sheldon mentions how one time he had to make many sacrifices. He then references Skyfox and how his friend felt like the Code held him back and ended up breaking it. Sheldon states Skyfox became their worst enemy, and so he cannot lose his son as well, just like he lost George, who was like a brother to him. Brandon reassures him that he’s been talking like his own father recently. Unfortunately, their conversation is cut short as they are alerted by Petra that the real Blackstar is now free.
In China, Hutch enters a room but suddenly realizes there is little oxygen inside it. He tries to leave using his device, but as he cannot speak properly, it doesn’t work. Guards enter the room and knock him senseless. Luckily, Chloe arrives to save the day, and Hutch gets what he came for in one of the safety deposit boxes.
When they return from China, Hutch reveals to her he now has a superweapon that could punch a hole through the strongest being on the planet. Chloe asks if he’s going to use it against her father. Hutch reveals he is actually going to use it to find his father.
Elsewhere, Walter continues to struggle inside the Blackstar clone’s mind, when suddenly he sees George sitting down and smoking a cigarette slowly. When George stands up, he reveals himself in his full superhero form. The two men end up fighting and out in the real world, Walter’s heart rate is going into critical condition as he is punched badly by George inside his mind, so Grace asks if he can enter the clone’s mind to help.
Grace enters, but George starts torturing Walter’s mind. However, Walter and Grace end up out of the clone’s mind anyway. They then tell Fitz that Skyfox was in there.
At the maximum-security prison, it has been locked down as the guards and superheroes look for Blackstar. Brandon surveys the place but ends up getting attacked from behind by Blackstar. Sheldon arrives, and Blackstar wants to test him on his Code. He asks if his son comes first or the Code. Sheldon knows if he kills Blackstar to save his son, the Union will lose its trust in the Code. Luckily, Sheldon doesn’t have to make a choice as Petra comes to help in the fight. Brandon remembers his father’s words when he claimed he was not close to being ready. So he puts Blackstar in a compromising position, and he has a choice to kill him. However, he chooses in that moment to follow the Code.
Sheldon tells his son that he wouldn’t have let him die, and Brandon states he believes him. However, Sheldon isn’t convinced by his son’s statement to him.
Meanwhile, Grace knows Skyfox gave Walter a message, which is why he let them go. Walter eventually shows her what it was by transferring it into her mind. She then sees visions of Sheldon and Brandon dead, with Skyfox standing over them victorious. Walter proceeds to explain that George cloned Blackstar, knowing that it would trouble the Union. He’s going after all of them. Grace vows that no one will hurt her family, and they will bring him to justice.
In 1929, the new superheroes sit around a table, and Grace wonders why they received these powers. Sheldon feels they can do a lot of good with them, but he doesn’t want to govern or kill. George makes a joke about it, but Sheldon is serious, hailing their amazing gifts.
Meanwhile, in the present day, Raikou asks Walter to deposit her money into her account. Walter tells her she’s like her mother, but Raikou says he did not love her mother, as that requires communication and attention. Walter blames himself for what happened in their family history. Then, the father and daughter try and read each other’s mind, and Walter gets angry. Raikou tells her father that she knows the real truth about how he was actually the one who cloned Blackstar and made it look like Skyfox did the whole thing. Raiko further reveals that she knowsWalter orchestrated everything because wanted The Utopian and his son to be torn apart. Walter says the world is falling apart under Sheldon’s leadership of the Union and his adherence to the Code. Raikou says she doesn’t give a shit and now wants 50 million dollars for her silence. Walter calls his daughter a disappointment and slices her neck to kill her.
Meanwhile, Sheldon asks Walter for help regarding Brandon. He fears that he is losing him. Walter tells Sheldon he can trust him while putting his hand on him to reassure his younger brother.
- Josh Duhamel as Sheldon Sampson/The Utopian
- Ben Daniels as Walter Sampson/Brain-Wave
- Leslie Bibb as Grace Sampson/Lady Liberty
- Andrew Horton as Brandon Sampson/Paragon
- Elena Kampouris as Chloe Sampson
- Mike Wade as Fitz Small/The Flare
- Matt Lanter as George Hutchence/Skyfox
- Anna Akana as Raikou
- David Julian Hirsh as Richard Conrad/Blue Bolt
- Humberly González as Gabriella/Neutrino
- Jess Salgueiro as Jacinda/Shockwave
- Morgan David Jones as Jack Frost/Popsicle
- Fred Tatasciore as Additional Voices
Behind The Scenes