Nia uses pepper spray from her backpack, forcing the rat-snakes to retreat. The group chastises Duke for not helping Mary, but he defends himself, explaining that he’s collected 11 fears from assisting others. Though he’s been tortured, they struggle to understand his hesitation to help. Duke grows uneasy, sensing someone following them. A boy appears, complaining of bites. It’s Quincy.

Quincy was bitten by bugs, his worst fear. He gets ointment from Nia’s first aid kit. He suggests that they head to the park where he and Carla often meet in the real world.

Mary shares her memory of falling into a well at her grandfather’s farm, where rats and snakes surrounded her. In Nowhere, the rat-snakes repeatedly drag her back to that well.

Before heading to the park, Justin detours and finds Victoria, who’s pleading with a police officer to find her brother.

Suddenly, Duke is carried high in the air. A storm brews, and red eyes appear in the dark sky.

The Seeker lifts Duke into the sky like a puppet, taunting the friends with eerie rhymes about relishing their pain and nearing its ultimate goal. Justin vows that they’re coming for it. In response, the Seeker drops Duke to the ground and vanishes.

Duke admits that the Seeker seems to treat him differently, possibly because of his numerous fears and decades of torment in Nowhere.

At the park, they find Carla, who has asthma. Quincy gives her an inhaler from his backpack. The real Shae is also there, and almost 100 kids have gathered, drawn by Carla’s promise to lead them home.

Justin takes charge as leader and explains the Seeker’s goal of claiming a 400th victim. He also tells the other kids about how when they return home, they’ll be older by the number of years they’ve spent in Nowhere.

Duke is devastated by the time discrepancy. Captured at age 13 and trapped for 80 years, he’ll return home at 93—old enough to be dead. Duke also reveals that he’s number one, the first child the Seeker ever took.

The group agrees that the Seeker must be stopped, but before they can strategize, Duke collapses. Personal terrors attack everyone, sending kids scattering and screaming. The scene becomes too dangerous. Justin, Lyric, Nia, Duke, Mary, Quincy, Carla, and Shae make the tough decision to flee the chaos. They’re desperate to regroup and survive.

After running away, the group stops to eat snacks from the backpack. Duke insists that leaving the other kids behind was necessary since the fears were too overwhelming. Justin clutches the puzzle piece in his pocket, using breathing techniques to calm his panic.

Justin suggests that they share their fears to better prepare for the fight. If they can interact with all their fears, they can protect each other. Mary hates rat-snakes and the well. Nia is afraid of losing her memory and aging. Lyric fears being unable to see and protect Justin and Nia. Quincy dreads bugs, Carla fears a cruel version of herself, and Shae worries about porcelain dolls coming to life and turning her into one of them. Duke has many fears, including needles, shadows, lightning, and fire. Reluctantly, Justin shares his fear of Not-Mom.

Justin believes that they need Zee’s help and hopes he can offer a way to defeat the Seeker.

The group finds Zee in his backyard, mumbling about regrets and endlessly falling. Justin knows that heights are Zee’s greatest fear, so he assumes that he was falling over and over in Nowhere. Mary accuses Zee of being selfish and traitorous like Hyde, but the others defend him. They believe that Zee’s remorse is genuine, despite his past dealings with the Seeker.

Justin appeals to Zee’s friendship and begs for help. Zee points to the home base tree and explains in a rhyme that they need to replay the game of hide-and-seek fairly against the Seeker to conquer him. Zee sobs, and his mother brings him inside the house. Trusting Zee’s instructions, Justin rallies the group to prepare for the game.