In 2015, scientists Jonas and Tim travel to
Bolivia under a mission from the Department of Defense, investigating rumors of a man that is
250 years old that could be the key to finding a boundless remedy. Following a local guide, the
team makes it to a mysterious cave, where the guide tells them to wait while he carries a bucket
of blood to the mystical man, who is in a cage. Tim ignores him and comes closer anyway, giving
the creature the chance to attack him. The guards try to stop him with bullets, but they don't work,
so agent Clark tries a stake that he finds nearby, effectively killing the vampire. Afterward Tim is
taken to a hospital, but he instantly recovers and announces he can change the world before he spits
out his own teeth. Three years later, agents Brad and Phil go to a state prison to offer death row
inmate Anthony the chance to be a patient for a government project called Noah. Anthony is wary,
but Brad convinces him by pointing out he can use his life to save others instead of wasting it in
jail. In the Noah facility, Jonas is the leader of the team of scientists that are handling the
project, including doctors Nichole and Daniel. Their goal is to find a cure for the avian flu
which is killing billions of people. When Daniel comes up with a theory, he takes the team to
Cell 4B, a quarantined area that holds Tim and other test subjects that were recruited
from death row. Since the Bolivia incident, Tim has become a vampire, and so has every subject
they've given the same virus from his blood. They're immune to every disease but also extremely
dangerous. Daniel points out they are all failures because of their age and their next test should
be a child, and Nichole agrees for the sake of the greater good, so she asks Clark to send some
agents to find an orphan. Meanwhile in Memphis, young Amy is spending some time alone reading
her favorite book. When she returns to her house, she finds the police there and immediately guesses
that her mother has died from an overdose. Since she has no relatives, Amy is put in foster care.
Sometime later, Brad and Phil bring Anthony to the Noah facility, and Clark immediately gives
them a new mission. The duo drives all the way to Memphis and visits the foster home where Amy is
currently living. As soon as Amy meets the agents, she's suspicious of their intentions, so when
she's sent upstairs to pick up her things, Amy escapes through the window. Brad notices and stays
silent because he doesn't want to kidnap a child, but Phil notices too, so both agents jump into
their car and chase Amy through town. They find Amy at the park, and when the girl defends herself
with a kick, Phil responds by hitting her. Then he throws her in the back of the car to drive away
from witnesses. A few blocks later Brad stops the car and hits Phil, threatening with worse
if he hits Amy again. Afterward, Brad comforts Amy and makes sure she isn't hurt, but she's still
scared of him. Back in 4B, sweeper Lawrence tells Jonas that he and many other employees have had
many very realistic nightmares of Tim, but Jonas dismisses it as cabin fever. Daniel and Clark
are inspecting inmate Shauna, and while Daniel is sure the subjects are no longer productive,
Clark can't help getting a creepy feeling as he stares at her. When it's feeding time, a sink is
filled with blood, and Shauna approaches it to drink while keeping eye contact with Clark. Later,
Nichole returns to her bedroom and finds Clark waiting. The two end up getting busy, but in the
middle of it, Clark suddenly sees Shauna instead of Nichole. Shauna accuses Clark of lying to her
before revealing her vampire face to bite him, but at that moment Clark wakes up. Back to Amy,
she notices there's a carnival nearby and Brad offers to take her. Phil reminds Brad that the
girl is just a mission, but Brad ignores him and has lots of fun with Amy, allowing them to bond.
Suddenly Brad gets a call from his ex-wife Lila, who explains she's considering getting married
again. However she wonders if Brad wants to give their relationship another try, but the weight
of their daughter's death is still too heavy and Brad hangs up. Thinking about his daughter causes
Brad to make a choice and he follows Phil to the bathroom, where he sneak-attacks him and leaves
him unconscious. They steal a different car and after a few hours of driving, Brad takes Amy to a
lake so she can say goodbye to her mother properly and deal with her grief, which Amy appreciates.
When the news of Brad's escape reaches Noah, Clark is sent to find him. Meanwhile Anthony is
examined by Tim, who at first looks human but soon begins changing into his vampire form. He
promises Anthony that things will get worse but Tim will be there for him to help him go from bad
to amazing. Then Tim snarls, and Anthony wakes up from the nightmare. Sometime later, Brad stops
at a gas station and sees his face on the news because he's now a wanted man, thus he uses a
payphone to try to warn Lila about Clark. It turns out Clark is already there, so Lila pretends
she's getting a call from a patient to give him a clue. Brad understands and confesses his love
before hanging up, and Lila tells Clark she hasn't heard from Brad. When he returns to the car, Brad
notices a sheriff approaching and decides to turn himself in, because it'll be safer for Amy if
she becomes well-known. After Brad surrenders, he and Amy are taken to the police department,
however Brad regrets his choice when he hears the cops are in contact with the Department
of Defense. While the sheriff is turned, Amy sneaks behind the counter and grabs the handcuff
keys to free Brad. At that moment, Clark and his men arrive, so Brad takes a gun from the sheriff
right before the agents come inside and kill the poor guy. Brad immediately shoots back and kills a
few men before going hand-to-hand against another. On their way out, the duo encounters Clark, who
hesitates to shoot his best friend. Brad takes the chance to shoot a fire extinguisher, forcing
Clark to step back, then he grabs Amy and steals a police car to escape. Amy notices Brad got
hurt and that the agents are following them, but Brad promises it'll be ok and turns on the
police sirens to speed through an intersection, causing a car accident that blocks Clark's way.
A few miles later, they see there's a school bus about to leave on a class trip, so Brad pulls
over and pretends Amy is a new student that forgot her papers. Amy is allowed to join the
students on the bus, and she sits at the back to open the emergency exit and let Brad inside.
One of the students tries to take a picture, but Brad takes the phone. Sometime later, Brad
and Amy leave in another stolen car, but Brad is suffering from blood loss and pulls over right
before passing out. While Clark interrogates all the kids from the bus and sends his men to search
for stolen cars, one of his agents begins working on tapping Lila's phone. Meanwhile Amy uses Brad's
phone to call Lila, who guides Amy on how to check on Brad's vitals. Once they confirm the bleeding
has stopped, Amy pinches Brad's chest to wake him up and hands him the phone. When Brad realizes
what's happening, he furiously throws the phone away because he knows they can track the call. At
Noah, Jonas gives Anthony the injection with the serum and a chip on his neck to monitor his vitals
and track his location in case he tries to escape. Anthony wonders if Jonas ever thought he would be
experimenting on humans, and Jonas says he didn't, but then he starts thinking about his past. His
wife Elizabeth had been diagnosed with Alzheimer's and Jonas started to work with Tim to find a
cure. When Jonas acquired proof of the existence of the 250-year-old man, he and Tim agreed to go
looking for him for the sake of their research. Back to Amy and Brad, they reach a forest and
cross it to find an old house, where Brad pulls at a tripwire to make an alarm go off. A woman
named Lacey comes out with a weapon in her hands, but she puts it down when she sees her old friend.
Lacey is wary but accepts Brad's request to give them shelter when he begs. Meanwhile Clark finds
the broken phone on the road and orders his men to shoot Brad on sight when they find him. At
Noah, Jonas and Nichole look at Athony's test results and discover his old football injury
is already healing, which is faster than any other subject they had before. This reminds Jonas
of how obsessed Tim had become with the serum, and it was him who accepted to work with the
Department of Defense because they would pay for the research. Elizabeth thought they were breaking
the code of ethics, but Jonas thought healing her was more important. While Amy and Lacey bond,
Brad hears the alarm going off, but it turns out it's just Lila, who knows the places where
Brad would hide. Over dinner, Lacey informs Brad she's gotten a boat and passports from a contact
so he can leave for Canada, but she also points out Noah will never stop chasing him because he
knows too much and they'll probably just kidnap another child. To reach a compromise, Lacey offers
to spread the story while Brad escapes with Amy, and Brad gives her the names of all the inmates
he took from prison to Noah. Afterward, Lila takes care of Brad's wound and they reconcile. At the
facility, Anthony's exercising when he suddenly hears loud music. He goes to investigate and
enters a room that appears to be a bar where he finds Shauna and Tim, who tells him not to trust
Jonas. They also try to share a glass of blood with him, and when Anthony turns it down, Shauna
reaches inside his mouth to prove he's losing his teeth to let the fangs grow. When Anthony tries
to leave, Tim gives him a message to pass to Jonas before he snarls to make Anthony wake up. The next
time Anthony sees Jonas, he tells him about the dreams and passes Tim's message, which says "you
already changed the world, you have to wait to see how". Afterward Jonas goes to see Elizabeth
at the psychiatric hospital, but her advanced illness doesn't let her remember or understand
anything. In cell 4B, the sweepers are doing their job and Lawrence notices Simmoms taunting
Shauna. Lawrence tries to warn him it's dangerous, but Simomms responds by pushing him against the
cage and kicking his badge inside. A terrified Lawrence has no choice but to retrieve it, and
he's surprised Shauna doesn't attack when he puts his hand inside. Simmons thinks this means it's
safe and tries to antagonize Shauna again, but this time Shauna grabs him through the bars and
bites his neck, killing him. Meanwhile Clark finds Lacey's contact and hits him until he confesses
what he knows. The agents make it to Lacey's house in the morning, so Brad and Lacey immediately open
fire. Lacey gets hurt in the process, causing Brad to accept to surrender while Lila tries to take
Amy away. However Amy hears Clark say he'll kill Brad, so she decides to come out and surrender
as well. While the agents take Brad and Amy away, Clark remembers the time he met Shauna. He found
some of his men trying to take advantage of her, so he beat them up and sent them away before
calming Shauna down. The two of them chatted and became friends, Clark also promised her the
tests wouldn't hurt. Once they reach the facility, Amy and Brad are separated. Clark then joins a
meeting to analyze the footage of Simoms' death, and the scientists realize Shauna is more human
than they thought because she only attacked the person that bothered her. Clark thinks this is a
security issue and says they should euthanize her, which Jonas authorizes. Then Nichole is called to
check on Amy, who is getting violent and doesn't let the nurses check on her. Nichole explains
that Amy can be the cure for thousands of people, so Amy accepts to help only if they allow Brad
to stay with her. Clark brings Brad over and the doctor explains the issue of the avian flu, thus
Brad accepts to cooperate as long as it's Amy's choice. Then Brad joins Amy and discovers they've
already given her the chip. Nichole also comes to inject the serum, which makes Tim sense the girl's
presence. When a nurse comes to check on Amy later, Brad uses the chance to steal an injection
from the cart. Afterward they both take a nap, but Brad wakes up when he finds Lawrence in the room.
The sweeper tries to warn him that Tim will come after Amy, but the conversation is interrupted by
two guards that quickly separate them, and Brad uses the chance to steal a flashlight from them.
Later when Brad meets Anthony, he hears how he has nightmares about Tim too. Afterward Amy uses
crayons to pass notes under the door that connects to Anthony's room. Anthony quickly responds and
they become friends by passing notes all the time. Later in the evening, Brad hears some noises
and leaves the room, noticing Lawrence taking the elevator. Brad follows him and uses the injection
he stole to put him to sleep. When they make it to cell 4B, Brad opens the lock with Lawrence's
eye and discovers the monstrous state of all the test subjects, feeling bad because he brought them
here from jail. At that moment Jonas catches Brad red-handed and explains it's a side effect of the
virus, but they're doing this to save people. Brad returns to his room, only to have a nightmare
about Tim telling him to stay out of his way. Meanwhile Lila is making some calls to ask about
the missing inmates, but everyone hangs up on her. Only a person at Shauna's old prison confirms
that she didn't die there like the news said. The next day she meets with journalist Sierra
and shares what she knows about the inmates, and Sierra promises to look into it. A few hours
later at the hotel room she's sharing with Lacey, Lila gets a call from Sierra confirming there's
something fishy going on and that she'll cover the story. Sometime later, Jonas notices Tim and
Shauna aren't eating. It's then revealed they have meetings by appearing in each other's minds,
and Tim scolds Shauna for being reckless, telling her to use her full powers to fix this. Following
that advice, Shauna begins transmitting her story right into Clark's mind. Some years ago, Shauna
was eager to leave her little town, and whenever she went out with friends, she would steal money
from the bar to add to her hidden savings. At home her situation was horrible because her stepfather
kept taking advantage of her, and one evening, she discovered he took all her money away. Shauna
confronted the man, but her mother defended him from what she thought were unfair accusations.
Tired of hiding, Shauna told her mother what her stepfather did to her, only to learn that her
mother already knew and blamed her for provoking the guy. Devastated and furious to hear her mother
didn't care, Shauna grabbed a knife and killed her mother, which was the crime that sent her to
death row. As Clark sees all this, he starts the procedure to euthanize Shauna as planned.
First she's knocked out with gas, then she's taken to a special cell where bright lights start
burning her. However her backstory keeps replaying in Clark's mind and in the end he feels pity for
her, so he cancels the procedure. The next day, Anthony wakes up after having another nightmare,
this time involving a dead girlfriend. Amy learns about this and is worried about what'll happen to
her, so Brad calls the doctors and asks for Amy to have some free time outside her room for the
sake of her mental health. After some hesitation, Nichole accepts as long as the guards go with
them. Amy then gets to play outside, and Brad now has a better view of what's outside the
facility to make a plan. Meanwhile Clark begins seeing Shauna inside his mind all the time. She's
sweet and thankful, but she also warns him one of his soldiers is going crazy. Right after she
disappears, Clark gets a call telling him one of his men is acting weird. Clark rushes to discover
Paulson has seen the backstory of vampire Winston like Clark saw Shauna's, he also thinks the humans
are becoming the vampires' lab rats. When Jonas does his daily check-up on his patient, Anthony
confesses the nightmares are getting worse and that Tim tells him he has to make a choice, but
he doesn't understand what. Jonas tells him he's a better subject than the others because he hasn't
shown side effects, and the nightmares may come from the guilt of what happened to his girlfriend.
After Jonas is gone, Anthony thinks about his first meeting with Rachel. She had taught him how
to be a better realtor and they immediately hit it off, so they started dating. Anthony's thoughts
are interrupted when he gets a note from Amy, but before he can reply, he suddenly spits some
blood and discovers he's losing teeth. In the meantime, Lila and Lacey meet with Sierra, who
shows them the report she's prepared about the case. She explains it'll be broadcasted at 5pm
and that dangerous people are involved, so they need to lay low. However when 5pm comes and the
women turn on the news, instead of the report, they see an announcement that Sierra is dead. Lila
is sure she was murdered for knowing too much and she and Lacey decide to leave immediately,
choosing a church led by a friend of Lacey's to hide for a while. Later when Lila is praying
alone, a stranger surprises her from behind and takes her away. At Noah, Jonas discovers Tim's
brainwaves are higher than ever, and when the nurses check on Anthony, they find him in the
middle of a breakdown and with a very high fever. He's immediately taken to the doctors, who decide
he must be injected with a new formula. Outside, Amy borrows some binoculars and discovers there's
a sniper on the roof. Brad immediately pushes her down right before the sniper shoots, revealing him
to be Paulson. Clark and his men immediately come out and while they exchange shots with Paulson,
Brad and Amy sneak around the forest. Once the agents manage to get Paulson's attention, the
duo quickly runs to find cover with Clark. At that moment Paulson shoots the electrical
substation and leaves the entire facility without power. Clark is ordered to solve this quickly
because they need the machines to save Anthony, and Brad offers his negotiation skills to talk to
Paulson. Anthony is put in a bucket with ice to deal with his extreme fever, but he won't wake up
and keeps dreaming about Rachel. His sweet memory is interrupted by Tim teasing him, and while
Jonas watches Anthony's vitals, he reaches the conclusion Tim is accelerating the mutation. Amy
is worried about Anthony too and Shauna suddenly appears in her mind to talk about the changes
they're going through. She shows Amy her real face and explains that will happen to Anthony and Amy
too, but Amy refuses to accept she's a monster. On the roof, Brad reaches the roof and talks to
Paulson, who confesses he's already smuggled a vial of Tim's blood and hidden it, so they can't
kill him if they want to know where it is. Brad tells him he's on his side and that he wants to
shut down Noah too, mentioning the dreams and what he saw in 4B. Paulson gives in and explains
the vampires can control them, mentioning what Shauna made Clark do. However when he's about to
say more, Paulson is shot by Clark, who says the smuggled vial had been a lie and questions Brad's
loyalty. Brad pretends he just had been bluffing to make Paulson talk. Back to Anthony, the next
memory he sees is of the night Rachel showed up with wounds on her face. It turned out she was
married, and her husband beat her, so Anthony had always been her escape. Anthony felt betrayed
but still let her stay the night for the sake of her safety. However when he woke up the next day,
he found Rachel dead in the pool, probably killed by her husband, but Anthony was blamed for it and
sent to jail. At that moment the power comes back and the doctors rush to save Anthony, but it's
too late. Tim shows up in Anthony's mind and taunts him as he reminds him the system failed
him when they trusted the rich white guy more than the poor black man. Anthony has always lacked
power for a better life, and Time can offer that to him. Desperate to survive, Anthony gives in and
lets the mutation take over his body, becoming a vampire that begins attacking the nurses in the
room. Jonas tries to help and he's pushed away, so Nichole drags him into another room only to
discover Jonas has possibly dangerous blood on his face. Sometime later, Director Guilder from
the Department of Defense comes to Noah to check on the recent trouble. Brad sees him through the
window and doesn't like where this is going, so he and Amy agree they should escape. While Guilder
tells Clark he wants to talk to Amy without Brad around, Jonas asks Nichole to put him in 4B
until they're sure he isn't infected. Afterward, Nichole and Daniel give Guilder a report of
what's been going on, commenting on the fact the vampires appear to be telepathically
connected to each other. Nichole's worried about how dangerous the project is becoming and
asks to terminate all the subjects except Amy, who has been doing well. However Guilder refuses
because the potential for telepathic powers means this could be a powerful weapon, and finding the
cure for the avian flu can be left to the other dozen labs the government has working on it.
Nichole complains because this isn't what she signed up for, but Daniel's willing to develop
a method to control the vampires. During lunch, Brad and Amy go over their plan to escape, and
Amy accidentally finishes Brad's sentences. Brad realizes Amy can read minds now, and advises her
to keep it a secret. Their chat is interrupted by Clark and the guards, who take Brad away so that
Amy can talk to Guilder. Nichole refuses to leave Amy alone with Guilder and joins the meeting,
feeling proud of Amy when she calls Guilder a bad guy. Guilder wonders if Amy can read his mind, and
Amy denies it before Nichole announces the meeting is over. Afterward Nichole tells Amy she doesn't
trust Guilder and that she wants to free Amy, so the girl tells her about their plan. Brad is kept
cuffed in a room, and he suddenly begins dreaming about Anthony, who tells Brad that Guilder wants
to turn Amy into a weapon. Meanwhile Daniel takes Winston out of his cell for an experiment during
which he uses a machine to connect his mind to the vampire's. Daniel shows up in Winston's
mind, and the vampire starts teasing him, but Daniel concentrates and uses the connection
to make Winston's body move against his will, proving they can control the vampires. Guilder
is called for a demonstration, but when Daniel tries to control Winston again, nothing happens.
In 4B, Tim keeps staring at Jonas, making him imagine he's visiting Elizabeth. Tim also shares
the memory of a night the three of them had dinner together. Jonas had been too busy with a speech,
so Tim offered to take Elizabeth home. He used the opportunity to tell her he loved her and they
ended up kissing. Then Tim shows up in Jonas' mind to scold him for not curing Elizabeth in
time before moving to Elizabeth's mind, where he starts clearing out her Alzheimer's. Back
to Nichole, she frees Brad and takes him to the blood-cooling room where Amy's hiding, they'll
have to wait here for Nichole's sign. Because of her developing powers, Amy doesn't feel the cold,
she also confesses she's hearing lots of thoughts. Clark discovers Amy's missing and Shauna appears
in his mind to tell him where to find her because the vampires want Amy to stay. At that moment
the sweepers enter the cooling room and see Amy, so Brad immediately knocks them out. Now they've
been seen they can't wait anymore and they run away without noticing Amy accidentally drops her
beloved book. Meanwhile Daniel wants to try with Winston again, but before he can even connect the
machine, Winston appears in his mind. It turns out the machine never worked and Winston had been
pretending so they would take him out of his cell. Winston begins controlling Daniel to make him turn
off the lights and free him from his bindings, then he chases Daniel into 4B where he kills
him right in front of Jonas before running away. Tim shows up in Jonas' mind to tell him he isn't
infected, but this time Jonas retaliates by saying he already knew about the kiss. Elizabeth had told
him she made a mistake and they worked on their relationship to move on, but Tim clearly never
got over it and he's still bitter that he lost. Tim says he didn't lose, and Jonas demands to be
freed so he can run back to his bedroom, where he finds Elizabeth waiting for him completely healed.
There's a serum injection lying around, implying she's been infected as well. Brad and Amy try
to escape through the emergency tunnels only to find their way blocked by Winston, who immediately
jumps on Brad. When the vampire is about to kill him, Amy screams so powerfully that she pushes
Winston away before passing out. When she wakes up minutes later, she's stuck in an elevator
with Brad, who reminds her not to tell anybody about her powers. While Clark forces the elevator
open to save them, Nichole shows Guilder Daniel's body to make him shut down the project, but he
still refuses. Shauna uses the chance to contact Nichole's mind, reminding her of the time they met
and how Nichole accepted to bring her movies so she could be less bored. They ended up watching
the movies together, and they became friends, especially when they bonded over their semicolon
tattoos that indicated they both tried to end things for themselves in the past. Meanwhile
all the agents are concentrating on tracking down Winston, so Amy reveals that she has powers
and can see into Winston's mind. Brad doesn't want her to get involved, but Amy changes his mind
by pointing out she wants to stop Winston from hurting more people. In the middle of a road, the
man transporting Lila stops the car when he sees a body and comes out to check. Suddenly Winston
jumps out to attack him, so Lila uses the chance to hide in the forest. Moments later the Noah crew
arrives to check the bodies and Brad finds Lila's wallet in the car, so he punches Clark for sending
his agents to kidnap his wife. At that moment Amy gets a vision of a cabin with a lady, then begins
running through the forest to find it. At the cabin, Winston is feeding on the old lady, and he
gets a mind-visit from Tim to scold him for being reckless. Winston doesn't care about Tim's plan,
but Tim warns her that Amy isn't on their team so he must kill her if they want to survive. Winston
runs away right before Lila finds the cabin, and she tries to help the lady with her wounds.
When the lady wakes up a few hours later, all her scars have disappeared. Suddenly she transforms
into a vampire and tries to attack Lila, but at that moment the agents arrive and shoot her
until she's pushed under the sun and dies. Brad rescues Lila, and Amy to announces she can see
Winston at a pumping station. The crew crosses the forest to find the right building and Brad tells
Amy to wait outside while he enters the building with the agents. They find lots of workers that
have been bitten and transformed, and as the team shoots them down and loses some agents to
surprise bites, Winston runs outside and bites a guard while the sun begins to burn him. Amy can
tell he wants her, so she runs away to make him chase her. She hides inside an abandoned building,
and when Winston catches up to her, she screams to make some furniture drop on him. Winston survives
and keeps on chasing her, but luckily Brad shows up and shoots him down after opening a door to
let the sun in. As soon as Winston dies, all the transformed workers die as well. Afterward, Clark
admits to Brad that he was right and promises he'll help him escape when he finds an opening.
Guilder shows up and makes Amy ride with him while Brad and Lila take a car, but the couple
is suddenly knocked out. Back in the facility, Jonas and Elizabeth finish getting frisky, and
Elizabeth confesses she had seen Tim in her dreams. Jonas is forced to explain everything,
which leaves Elizabeth upset and disgusted. Afterward Jonas tells Nichole that he checked the
surveillance footage and learned it was Lawrence who gave Elizabeth the virus injection because
apparently Tim is controlling him. Nichole also looked at the footage and saw Amy's scream pushing
Winston, which makes her think she's more powerful than Tim and they could use Amy's blood to fight
Tim's control. While Nichole is working on a cure, Shauna shows up in her mind to call her out for
her fake promises and all the people she's killed with her experiments. When Nichole snaps out of
it, Jonas finds her and tells her about Elizabeth and Tim, so they agree it's time to get rid of
all the vampires. Jonas goes to 4B and turns on the UV lights to burn down the vampires, but
since everyone is connected, this starts hurting Elizabeth and Amy too, so he's forced to turn it
off. Moments later, Guilder and Nichole speak with the Secretary of Defense. Nichole still wants
to shut down the project, but Guilder comments on all the powers they've discovered so far, and
the secretary allows them to keep going. Afterward Guilder meets with a man called Martinez, who
had the original idea to use the vampires as weapons. Guilder is thankful for his guidance,
and Martinez helps him further by giving him a list of Noah employees he needs to replace with
new trustworthy people. Meanwhile Jonas checks on Elizabeth and when he uses a flashlight on her eye
she almost gets burned, confirming she's slowly turning as well. Brad's now dreaming of happy
memories with his daughter, but when he wakes up, he discovers he and Lila are trapped inside
a trunk of a moving vehicle. Immediately they grab the trunk's internal wires and use them to
loosen the zip-ties while they chat about their memories of their daughter. When Lila forgot to
buy the markers the girl needed, Brad stopped by a convenience store where a robber suddenly burst
in. Brad had tried to negotiate with him, but his daughter came inside looking for her dad and the
robber shot her. Noticing his friend is missing, Clark asks Amy to use her powers to locate Brad,
but she can't see everything. Clark promises to find him and leaves, only for Amy to be visited by
Anthony next, who telepathically shows her where her book is and uses the chance to pressure Amy
into talking about her mother. Amy cries as she reveals she feels responsible for her mother's
death because they had an argument and Amy told her she hated her, which probably caused her to
get an overdose to forget. Then Amy wakes up in her room as Guilder pays her a visit. She asks
about Brad and Guilder tries to say Brad chose to leave, but Amy doesn't believe him and says
Guilder isn't in charge as he thinks. Speaking of Brad, the car finally stops and the agents
take him out. He pretends to still be cuffed, but when he sees an opening he fights the men and
pushes one over the cliff before stealing a gun and shooting the other. After getting a weapon and
a walkie-talkie, Brad and Lila begin walking away, and Brad finally makes a huge confession. Clark
had provided him with the identity of the robber, so Brad found him and killed him for revenge.
Afterward he felt like a monster, that's why he had to leave Lila. However Lila doesn't blame
him, in fact she feels guilty too because she forgot the markers in the first place. At that
moment Clark locates the abandoned car and uses a walkie-talkie to contact his friend to warn him
about incoming agents, but Clark doesn't think he can trust him. Moments later, they're found by
another agent, but when they're about to get killed, Clark shows up and kills the man first.
Clark swears he's on their side now and hides Lila and Brad in his trunk to take them back. At Noah,
Anthony visits Amy again to apologize for making her cry, but he insists she needs to explore her
grief and accept her mother doesn't blame her for anything. He also reminds her not to trust Tim.
Elizabeth is struggling too because Tim keeps visiting her and she doesn't know if choosing him
or Jonas. While Guilder begins installing extra security measures all over the facility, Nichole
informs Jonas the cure isn't ready yet. Tim asks Elizabeth to choose already, and Elizabeth
chooses her husband, asking her to euthanize her before she becomes a monster. Jonas does so
while clinging to her dying body. In her room, Amy practices using her powers and conjures an
illusion of her house and her mother, who hugs her and promises she doesn't blame her for anything.
Then she gives Amy a box of matches, telling her to light her own way. At that moment Brad and Lila
arrive, but they can't wake Amy up because Tim is now appearing in her mind. While Tim tries to
convince Amy to accept the change, her real body is taken to the emergency room and Guilder forbids
Nichole from coming with her. After another short meeting with Martinez, Guilder gathers most of
the staff and tells them the project is over, so they can go home after they have a goodbye
party. Nichole and Clark agree they need to save Amy, but the lock permissions have been changed
and they don't have access to the labs anymore. Moments later, Amy manages to push Tim out of
her mind and wakes up tied to a bed in the 4B, where all the vampires stare at her. Meanwhile
Guilder is ambushed by Brad, Clark, Nichole, and Lila, and they make him activate the elevator
to take them to the labs. Clark stays behind to guard the door and notices on his tablet that
Lawrence hasn't been fired, so he asks his men to find him. Then he begins thinking about Shauna and
the time he caught her escaping the facility. She had been scared of the nightmares about Tim, so
to calm her down Clark took her to a diner. There they bonded over their childhoods and bad parents,
and Shauna asked him to run away with her. However more agents arrived to take Shauna back, making
her feel betrayed by Clark. When the group makes it to 4B, they disarm the guards by threatening
Guilder, and Lila and Nichole begin working on a cure again. Brad finds Amy and tries to free
her but Amy refuses because she thinks she's too dangerous now. After Tim sends another taunting
message to her mind, Amy wakes up and spits out her teeth. Clark checks the security cameras and
finds Lawrence entering the communications center, so he rushes after him only to find him shutting
down all communications. He's still under Tim's control and points out that Shauna is manipulating
Clark too. Then Clark asks Guilder for all the new codes, but Guilder says he doesn't have them
either. He explains the Department of Defense sent Martinez as an advisor and he's the one with the
codes, so Clark goes looking for him. He searches most of the rooms yet he can't find Martinez, so
he asks the front door guard about him. However the guard swears there never was a Martinez in the
building. When the man makes a joke about ghosts, Clark understands the problem and goes back
to drag Guilder into 4B, where they discover Martinez has been a vampire appearing in
Guilder's mind all along. Moments later, Lila injects Amy with a new serum, hoping this
will at least slow down the process. Clark meets with Brad and they agreed to fill the vampires'
cells with a special gas to knock them down, then Clark gives Brad Lawrence's badge before
leaving to start evacuating the facility. Shauna appears in Clark's mind to ask for his help,
and Clark kisses her before explaining he cared for the real Shauna, not the monster she's now.
Meanwhile Lawrence frees himself from his bindings by getting hurt and goes to the labs, where he
finds Nichole finishing a cure and locks her up to stop her from delivering it. Afterward Lawrence
knocks Lila out and finds Guilder to steal his badge. Tim approaches Amy again and gifts her a
bike before showing her the entrance of a tunnel, which she must cross to become more powerful.
She begins riding through the tunnel, but then she hears Brad talking sweetly to her in real
life and stops to have a breakdown. Remembering the matches, she decides to light one up and
finds comfort in Brad's and her mother's advice, making her brave enough to turn around and leave
the tunnel with Tim behind. Amy suddenly wakes up, but so do all the other vampires. At that moment
Lawrence opens all the cages with Guilder's badge, and Brad quickly grabs Amy and Guilder to run
into a corridor and close the door before the vampires can get them. When Amy turns around, she
reveals yellow eyes and she begins seeing a memory of Tim back in Bolivia. Surrounded by soldiers
inside a warehouse, Tim felt feverish because of the virus and was bleeding in his mouth. The
locals wanted the guards to kill him, and Tim thought it may be a good idea, but Jonas promised
he would help him and hired a helicopter to leave the country. When the vision is over, Amy controls
the transformation and cancels the yellow eyes, then she runs away with Brad and Guilder. Clark
wants to go down there to help, but Lawrence has blocked out all the entrances. Brad finds Lila
plus a medic and three soldiers tied up, so they immediately free them while Brad tells Clark and
Jonas about what happened. Jonas thinks they've lost Amy and that they should use the explosives
they installed in 4B for emergencies like this, but Clark refuses because he wants to give Brad
a chance first. While the group tries to free Nichole, Amy has another telepathic encounter with
Tim, who gets furious because Amy won't join him, but Amy sends him away. At that moment Clark
announces a tech is slowly overriding the system, but Guilder also notices the vampires have
suspiciously stopped hitting the cell door. Suddenly the lights go out and Amy looks up to
discover the vampires are in the air ducts. The group begins running away and Nichole tells them
to blow up the place with her inside once Amy is safe. As they run down the corridor, the vampires
jump on them to attack, starting a fierce fight full of shots and biting. Anthony manages to bite
Lila before Brad pushes him away, then the group rushes out of the corridor to finally reach a door
that gets sealed behind them to separate them from the monsters. The elevator begins functioning
again and Lila thinks she shouldn't go, but Brad sends her with the group while he stays behind to
retrieve the cure. The vampires manage to break down the door and go down the other corridor
to chase after Brad, who finds Lawrence almost dead on the floor and ignores him. Meanwhile the
group reaches the first floor, and Guilder wants to shoot Lila before she transforms, but Clark
forbids it. Then Clark calls Nichole to inform her that Switzerland has found the vaccine for
the avian flu. A guard finds the manual for the electric locks, and Clark now can guide Nichole
on how to hot wire the security panels. Nichole manages to open the doors only for Shauna to come
in and send a message to Nichole's mind, wondering why she had been nice to her. Nichole explains
she truly wanted to be her friend because unlike other criminals she's good, and Shauna admits that
she doesn't completely like Tim's plans because he wants to kill innocents too. Nichole is about to
reach a deal with Shauna but at that moment Brad shows up and shoots her, causing her to run away.
After grabbing the cure, Brad and Nichole hide in Tim's cell right before they're surrounded by the
vampires. Meanwhile Amy hears Guilder is eager to blow 4B up, so she uses her powers to have another
talk with Tim, who explains that if the bomb goes off, his death will kill Amy too. Next Anthony
shows up and tells her blowing up the vampires together with Brad is the right thing to do for
the greater good. While Clark fights against Jonas and Guilder over what to do, Amy approaches
the computer and activates the explosives, which will go off in two minutes. The lights go out in
4B and the vampires run away to save themselves. One of the techs finally finds an alternate exit
and Clark instructs Brad to break a near wall to find a hidden panel. Then Nichole gives Brad the
cure and tells him to leave without her because she'll stay to delay the incoming vampires with
her gun. Brad runs through the tunnel and Clark runs outside to lift the sewer drain lid, allowing
Brad to escape right before the entire lower level blows up. Brad immediately takes the cure inside,
and Jonas applies it to Lila to instantly stop the transformation. Clark and Guilder notice Amy
is still alive, meaning Tim is still alive too. Amy confirms she can hear the vampires' minds, and
Jonas looks out the window to see them come out of the same sewer line after killing Clark's B-team.
Tim appears in Jonas' mind and asks him to hand Amy to him or there'll be consequences. Afterward
Clark begins making a plan to try to leave the facility safely. Jonas gives Brad the rest of the
cure and reminds him to keep Amy safe because Tim fears her, and one day she'll be strong enough
to fight him. Then the agents come outside and begin shooting at the vampires to keep them at
bay, giving Brad the chance to escape with Lila and Amy. A fierce battle begins and one by one the
agents are killed while Clark is thrown against a tree, getting instantly paralyzed. Shauna finds
him and uses her powers to enter Clark's mind so she can offer to turn him into a vampire too.
While the trio crosses the forest, Tim grabs Amy and pushes her against a tree. However Amy summons
her yellow eyes to meet him in his mind, where she shares her blood with him. This causes Tim to run
away, and Amy returns to Brad and Lila so they can reach the road together. Lacey is waiting for them
and hands them her car so they can escape safely while she joins the fight. In the facility, Lacey
kills any agent that is about to turn and finds Jonas inside, who is considering ending things for
himself. Lacey doesn't let him and points out he can find redemption if he helps people. A month
later, Lila, Brad, and Amy are living as a family in a secure house in the middle of Oregon. Using
a radio, they keep up with the news and learn the vampires are slowly taking over the biggest
American cities while the government tries to fight them with the military forces, which isn't
working because every day there are more infected people. During a trip to the market to pick up
supplies, Lila wonders why nobody has come to pick up the cure yet, and Brad wonders if there's
anyone left to do so at all. When they make it to the store, Lila suddenly sees a body fall on
top of a car and notices a vampire nearby, who surprisingly stares at her without attacking. Then
Brad sees him as well and shoots the vampire down, and when a neighbor comes out, he wonders when the
vampires started to move during the day. This guy also has a map with all the hot spots the vampires
come from, and Brad realizes they're the hometowns of all the inmates. The only exception is Nevada,
the place Shauna comes from. It turns out Clark and the agents have set up a safe area there, and
whenever local cops are too harsh on people, Clark reminds them to give them a chance. The cops have
also captured a dangerous criminal that shouldn't stay in the shelter, so Clark volunteers to take
him to a proper prison. However in the evening, Clark leaves the criminal in the trunk of his
car and takes it to Shauna so she can feed. It turns out Nevada is a safe spot because all
this time Clark has been bringing Shauna bad people that she can kill to keep her hunger from
hurting the innocent. Meanwhile Jonas and Lacey go to the Global Health Federation outpost
trying to convince the boss to send someone to pick the cure. The leader explains they lack
resources and it's too dangerous to travel anyway, but he does point out he has a vampire body
in the basement, so he asks Jonas to try to replicate the cure with that blood. Later, the
boss asks Jonas to talk to the world leaders to tell them he's almost done with a vaccine, only
to learn that the American Disease Control Center is gone. So even if he finishes the vaccine, they
don't know how to distribute it. Jonas realizes that the other countries will soon nuke the USA
to stop the infection from leaving the country. Sometime later, Lila tells Brad she thinks nobody
is coming, so she wants to join Doctors Without Borders. Because the vampire didn't attack her
the other day, she thinks she may have something in her blood that can help. Brad doesn't like the
idea but lets her go for the sake of the greater good. Afterward Brad begins teaching Amy to defend
herself and to use a bow because he wants her to be ready for whatever comes next. The next time
Clark brings a criminal to Shauna, she tells him this is the last time she'll feed from his favors
because the deal is over. She's tired of living in hiding and feels like she's just in another cell,
but Clark again refuses to join her. Hours later, a group of vampires arrives in Nevada to attack
the shelter, and Clark goes looking for Shauna because he thinks she's the cause. Shauna stops
him from shooting her by explaining that it was Martinez and not her who turned those people,
and the two of them end up getting frisky. Back to Amy, she gets in contact with Tim and asks him
how many people he's killed. Tim says thousands, and Amy says she could never kill like that.
Laughing, Tim tests that theory by bringing the neighbor Bob and infecting him through his neck.
Then Amy wakes up and finds Tim standing outside the house. The next morning, the neighbors come
to the house to ask Brad if he's seen Bob. Amy tells them he's outside, and when the group opens
the door, they find Bob with a heavy wound on his neck. Bob doesn't want to be a monster and asks
Brad to end things, but before Brad can shoot him, Bob finishes transforming and attacks him.
From inside the house, Amy hears some gunshots, then Brad comes inside showing he's been bitten.
The neighbors want to kill him, and Brad wants them to stop him too, but Amy refuses. Her
fury makes her transform into a vampire and kill both neighbors without remorse. Afterward,
she gives Brad the last injection with the cure before deciding she needs to run away. The last
thing she does is leave an apology note with her beloved book for Brad. While Amy runs through
the forest, she sees the planes arrive to nuke all the major American cities. Ninety-seven years
later, the USA is an absolute wasteland. There are still vampires around feeding on animals, but
Amy is also around and hasn't aged at all. While she travels, she uses her bow to kill vampires
and stop the infection from spreading further.
