The story of Luther's transformation emerges. At the motel, Klaus puts Hazel and Cha-Cha's training to the test. Allison grows suspicious of Leonard.
Seven years ago, Luther Hargreeves finds himself alone in the Academy with all of his siblings gone. He spends his days idling, waiting for a mission. When a biochemical substance falls into the wrong hands, Sir Reginald sends his Number One to deal with the threat. Luther points out that there is no need to call him by his number since he is the only one left.
The mission goes badly and Luther is critically injured. Unable to save him, Sir Reginald injects him with a serum that saves his life. As a result, Luther wakes from a coma with a new, hairy ape-like physique. The change shocks him greatly.
In the present, Allison wakes Luther and shows him Grace, who has been shut down. They come to the conclusion that the two intruders from the previous night were responsible. Allison tries to get Luther to open up about his body and why he didn't tell her about it but he tells her his is fine and doesn't need help.
Vanya wakes up on Leonard's couch, having fallen asleep the previous night. She panics as she has rehearsal and did not bring her medication refill. Leonard convinces Vanya that she can go without it for one day and walks her to rehearsal. They talk more about family on the way. As they arrive at the Icarus Theatre, they are passed by Helen Cho. Vanya explains about the position of first chair in an orchestra and how Helen hasn't been unseated for five years.
At the motel, Hazel and Cha Cha try to torture Klaus but fail miserably. Strangulation causes him to become aroused, and water boarding just relieves his thirst. Klaus laughs at them since they managed to kidnap the one Hargreeves who nobody tells anything to. Cha Cha has to buck Hazel's spirits up and refocus their efforts.
Detective Eudora Patch finds Diego laid out on her front porch. They talk about the cases but Patch wants to know why he's really there. Diego tells her that his mother died and Patch expresses her sympathy, knowing how close the two were. Talk turns to the two masked criminals, and Diego tells Patch that they attacked his home last night looking for his brother who is now missing. Patch tells him to let her handle this since she is the police, but Diego responds by advising her to try things his way for once.
Allison heads to Vanya's apartment and finds Leonard inside. Questioning him, Leonard claims that Vanya left her keys at his place and he was returning them and needed to use the restroom. Leonard begins to question why Allison is there since the family usually doesn't get along and is told to mind his own business. Allison takes the keys to give to Vanya.
Number Five ambushes Lance Biggs and interrogates him about the false eye. Biggs is working a black market deal where he sells prosthetics on the black market, meaning the eye that Five is trying to track down might already have been sold. The copy of buyers is in the lab, so Five tells Biggs to take him there and hand the information over.
As Hazel and Cha Cha talk about their interrogation techniques, Klaus begins to sober up. Ben Hargreeves guesses that is the reason that an old Russian woman's spirit has appeared to Klaus. Hazel and Cha Cha go back to basics and check Klaus' clothing and find his drugs. Playing on his addiction, they begin destroying his drugs in front of him. Klaus immediately gives up that Number Five was staking out Meritech Prosthetics in an effort to stop them destroying his stash. Pleased at the progress, Hazel and Cha Cha begin to eat Klaus' chocolate unaware that it is laced with cannabis. The now high assassins torch the Meritech building and destroy everything. Five watches as the building burns down and screams in despair.
Luther and Diego go in search of Five, while Allison goes to tell Vanya about Mom. Allison apologizes for yesterday and asks Vanya to go for a drink.
Hazel and Cha Cha come down from the high at Griddy's Doughnuts and realize that Five is trying to change the timeline and therefore they will be responsible for the apocalypse. At the motel, Klaus is hidden in the closet and begins to have flashbacks to the time Sir Reginald locked him in a mausoleum to hone his abilities to contact the dead. Klaus tries to get the attention of the maid that is cleaning the room, but she is wearing headphones and does not hear him. Ben comforts Klaus through the withdrawal but tells him that the worst part is watching someone have what he doesn't throwing their life away.
Patch and Detective Beeman investigate the Meritech arson. Patch notices a van parked across from the building with the message "Your brother says hi" scrawled on the window and a matchbox with a motel name on it. Patch remembers that Diego is looking for his brother and connects the dots, unaware that the message is about Klaus, not Five.
Luther and Diego search Argyle Public Library for Five after Diego found Five's copy of Vanya's book stamped with the library's logo. They find Five passed out drunk clutching Delores.
Allison tells Vanya about finding Leonard in her apartment, but Vanya is sure there is a reasonable explanation. They begin to bond as sisters.
Hazel and Cha Cha return to the motel and set up to ambush Number Five, assuming he will get the message they left on his van.
In a flashback, Sir Reginald comes to let Klaus out of the mausoleum asking if he has mastered his fear of the dead. When it becomes clear that Klaus is terrified, Sir Reginald decides to lock him back in for another three hours.
Patch arrives at the motel and tries to get the clerk to give her information on her criminals. The clerk refuses on the grounds of privacy and tells her to return with a warrant. Patch calls Diego and leaves a message with the owner of the gym he lives at to meet her at the motel since she has found his brother.
Luther and Diego take Five to the gym. Still drunk, Five tells them the identity of the two assassins who attacked the Academy and that the apocalypse is coming.
At the motel, Ben realizes that the old Russian woman that has appeared to Klaus is one of Hazel and Cha Cha's victims. He tells Klaus to use the spirits to learn secrets about his captors and use them against the pair. When Klaus mentions the name of the Russian woman, the assassins appear shocked that he knows that name.
At Vanya's apartment, Vanya and Allison continue to bond. Vanya finds a bunch of flowers in her bedroom from Leonard, assuming it is the real reason that he was in her apartment, not to use the restroom. Vanya calls Leonard to thank him and they arrange to have breakfast the following morning.
At the motel, Klaus is surrounded by the spirits of Hazel and Cha Cha's victims, including Syd. Some of the secrets that Klaus learns drive a wedge between Hazel and Cha Cha, especially the revelation that Hazel let a victim's wife go but claimed he killed her instead. The pair have a conversation about how Hazel has been distracted lately.
Patch can no longer wait for Diego and heads to out to try and find the room with the two criminals. Through the window, Klaus sees her and bangs his head on the table to attract her attention. Entering the room, Patch frees Klaus and holds Hazel at gunpoint. However, Cha Cha appears behind Patch and shoots her through the chest, killing her. Klaus escapes the room through the vent and takes the assassins' briefcase with him. Hazel and Cha Cha realize Klaus has the briefcase and head out to find him. Klaus makes it to a bus and tries to open the briefcase, hoping it is money. He disappears in a flash of light from the bus.
At the gym, Al gives Diego the message from Patch and they realize she has found Klaus. He heads off to back her up, but arrives too late and finds her body in the motel room. Angry and distraught, Diego flees the scene after hearing police approaching.
- Ellen Page as Vanya Hargreeves
- Tom Hopper as Luther Hargreeves
- David Castañeda as Diego Hargreeves
- Emmy Raver-Lampman as Allison Hargreeves
- Robert Sheehan as Klaus Hargreeves
- Aidan Gallagher as Number Five
- Mary J. Blige as Cha Cha
- Cameron Britton as Hazel
- John Magaro as Leonard Peabody
- Adam Godley as Pogo
- Ashley Madekwe as Detective Eudora Patch
- Sheila McCarthy as Agnes Rofa
- Justin H. Min as Ben Hargreeves
- Jordan Claire Robbins as Grace
- Rainbow Sun Francks as Chuck Beeman
- Eric Peterson as Al
- Murray Furrow as Syd
- Zachary Bennett as Lance Biggs
- Tom Henry as Motel Clerk
- Emily Piggford as Helen Cho
- Alison Smiley as Claudia (Housekeeper)
- Heather Sanderson as Lady on Bus
- Celest Chong as Mandarin Woman
- Zoya Koletta as Zoya Popova (Credited as "Old Russian Woman")
- Timm Zemanek as Jan Mueller (Credited as "Older Man")
- Melody Oz as Teenage Girl
- Jeremy Legat as Young Man
- Durward Allan as Ghoulish Face #1
- Stephen R. Hart as Ghoulish Face #2
- Aliska Malish as Ghoulish Face #3
- Charles Cameron as Young Klaus Age 8
To be added
Changes from the ComicEdit
To be added
- Blood Like Lemonade by Morcheeba
- Shingaling by Tom Swoon
- This Year's Love by David Gray