We find our heroes hold up in the former Haven PD building. They know Croatoan is coming for Audrey (Emily Rose), so Nathan (Lucas Bryant) gathers a group of Guard and former officers to help man the fort. Duke (Eric Balfour) arrives carrying a backpack, while others try to get the closed circuit cameras installed and online to monitor the interior and exterior of the station.
Nathan finds Audrey in Dwight’s office, where she’s trying to figure out how to use the aether core and controller crystal to create a new barn. Nathan attempts to calm her, at the same time he works on Laverne, our favorite unseen police dispatcher. Laverne is relaying instructions from Nathan to the guardsmen working to secure the station, but growing ever more frustrated with their incompetence.
Nathan joins Duke in the hallway and opens the backpack containing “plan B,” in the form of grenades, from Dwight, just in case Croatoan gains access. While they are sitting there, their discussion gets sentimental as Duke and Nathan discuss how Duke secretly helped Nathan collar a criminal that helped influence his decision to remain on the force.
Duke leaves to take a call as Nathan gets up to investigate a commotion inside. Vince (Richard Donat) is getting hysterical, thinking the guard and others blame him for not knowing what was going on with Dave. After threatening the group with a box cutter, Nathan and a guardsman subdue Vince, while Gloria administers a sedative and accompanies Vince to the infirmary.
A moment later, a crash is heard in the hall and they all rush out to find Alex, the man with the freezing trouble, standing next to a hanging fixture. He claims it almost hit him, before he notices Duke is there. Alex notices Duke and is irritated that he’s back after causing the trouble explosion.
Audrey sees a few drops of blood on the floor which lead to a supply closet and the body of Karl, the troubled man who’s recently used his acid touch to seal some of the doors to the station. His throat appears to have been cut.
As they are discussing the murder, Audrey finds herself backed into a room by a moving chair. Nathan and Duke try frantically to get her out, but soon realize it’s not Croatoan, but a troubled Laverne, who is locked her in. Laverne has acquired the trouble of Roland Holloway and it’s been activated. So, she uses it to bring the cameras online and protect Audrey and those inside the station. Audrey finds she can communicate with Laverne using the phones and gets her to help with the lights and by tracking people.
Nathan sends Duke to get the “Plan B” grenades to blow the door if Laverne won’t let Audrey out or him in. Fortunately, it doesn’t come to that and she opens the door so that Audrey and Nathan can go to the Chief’s office to get her back to work on the barn solution. This time when she holds the crystal, it lights up and Agent Howard appears!
Howard calls himself the controller and wastes no time admonishing Nathan for shooting him. He also tells Audrey that he can still recreate a barn anywhere, using the materials they’ve collected, he just won’t do it without proper authorization, especially not for an overlay. Agent Howard doesn’t know Mara is gone and he disappears before they can explain.
In the infirmary, Gloria gently councils Vince on how he needs to grieve for Dave, but not take responsibility for what happened to him. It’s a touching conversation between two people who have lost loved ones and a great bonding moment, before Stan comes in to bring them back to the lobby, per Nathan’s orders.
Back in Dwight’s office, Audrey is asking Laverne to power up laptops and see if she can get the rest of the power grid online. Nathan calls Duke only to learn that the generator has been trashed. Laverne gives Audrey a visual on Duke and Alex, as they walk through the darkened basement towards the power grid, when Duke yells and his phone hits the floor. Audrey gets Laverne to lead she and Nathan to a large pool of blood on the floor. Audrey now believes Croatoan has Duke.
Once back in Dwight’s office, Audrey demands Howard appear again. When he does, he says he can only take instructions from Mara’s mother. Audrey explains, with Nathan’s help, that Charlotte chose her, because Mara was not redeemable and Audrey was the daughter she’d always wanted. Agent Howard accepts this and says he will do everything within his power to protect Audrey and the people under her protection.
Nathan gives Howard the aether core and Howard cups it in his hands to begin the process of turning the HPD building into the new barn. He assures them that the process will not harm Laverne, before he disappears and reappears outside in the lobby.
Something goes wrong. Howard starts glitching and informs them that the core has been damaged by someone other than Croatoan. He then vanishes, dropping the core on the ground. Immediately afterward, Laverne runs the camera footage from earlier and to their horror, they see Duke convulse and then phase through a wall to attack Karl. As they digest this, he appears directly in front of them.
Nathan quickly pushes Audrey into the office, where Laverne locks her in. Duke uses Alex’s freezing trouble to freeze everyone, including Nathan, in their tracks. He then taunts Audrey to come out, by knocking over and shattering a couple of the guard members in front of him. Duke is calling her “stubborn, manipulative and frigid,” adding, “no wonder you picked him,” as he walks threateningly by Nathan’s still form.
Audrey convinces Laverne to let her out, but Duke informs her that her “magic” won’t work on him. She tries anyway, by saying that he fought his curse for so long and even tries to use the memory of Jennifer to spark something in him. He just shrugs it off, insisting he’s what he was meant to be and “all Crocker now,” before freezing Audrey as she draws her gun on him.
Duke tells Laverne that he knows she won’t try to stop him, in fear of hurting her friends. He says it’s okay, she can keep the rest of them because he has what he wants. He then phases through the wall, with a frozen Audrey in tow. As soon as he’s gone, the others are reanimated and Nathan finds Audrey missing. Gloria and Vince tell Nathan to go after her, while they handle things there.
Audrey bolts awake in a yellow lit home. Duke sitting just in front of her, holding her gun. She tries again to get through to him, but he says he’s chosing his own destiny now and following the orders of whom he was always meant to. With that, the door to the room swings open and in steps a man Audrey immediately knows to be Croatoan. He smiles and says, “Call me dad.”