- After a frightening encounter leaves Courtney's life hanging in the balance, the team band together to determine their next steps.
- In the Shadowlands, Courtney confronts her subconscious fears and finds unexpected allies in her attempts to escape. In the real world, Pat and Barbara find the injured Shade at a movie theater and convince him to help them save Courtney from a fate worse than death.—Gislef
- Beth wakes up in the Whitmore's dining room, while Barbara and Mike wait on the stairs. Pat and Jenny come in, Jenny holding the Staff, and Barbara breaks into tears. She, Pat, and Mike, share a hug.
Courtney is lying on the plaza near the American Dream, and wakes up in a dismal, gray, Blue Valley. Father Craemer walks by and vaguely greets Courtney as she gets to her feet. She walks down the street past townspeople, and comes to the café. Inside she sees the Zarick family at a table and goes inside.
William greets Courtney and introduces him and his family/ Courtney says her name and Denise tells her that she'll love their community. William says that he left a troubled life behind and has become a councilman, and Joey boasts that now his father is running for mayor. Joey's parents say that he'll be a great magician someday. William tells Joey to demonstrate, and Joey offers Courtney her choice of a card from a deck. She remembers Joey in the past, doing the same thing when she first met him.
Courtney pulls a card out the deck, and discovers that it's the same she did when Joey originally did the trick. Joey makes the wrong card rise out of the deck, like he did originally, and Joey asks if she's going to lie to him. The Zaricks all glare at Courtney, and Joey says that he'll never be a real magician. Courtney finds herself holding a face card with a human face and drops it, while the Zaricks and everyone else in the café advance on Courtney.
Courtney runs out the door and finds herself in the school. She confirms the café isn't on the other side of the door, and sees the Bowins down the hall. They say that new students always cause trouble, and Cindy appears. She attacks Courtney and Courtney fights back, and then Cindy cuts Courtney's arm and realizes that she's bleeding. Cindy says that the people in the pseudo-Blue Valley don't bleed and realizes that Courtney is real.
Dragon King appears down the hallway, says Cindy is his great experiment, and advances on them. He says that his work is not yet complete, and a bank of lockers slide open as Cynthia tells Dragon King that she's not doing it again and shoves Courtney through the door behind the lockers before going through herself.
Courtney and Cindy appear in a little girl's bedroom, and Courtney wonders where they are. Cindy says that they're where Eclipso was born, and the entire realm is the Shadowlands. She tells Courtney that the Shadowlands are filled with rage and guilt, and Eclipso feeds on it. Sitting on the bed, Cindy explains that the Shadowlands show someone their fears and regrets.
Courtney says that she's going home, and walks out the door. She finds herself back in her mother's old home, and it's decorated for Christmas. A young Barbara comes in wearing a waitress' uniform, and says that she has to work on Christmas Eve. Barbara talks about how she's raising a baby Courtney, and talks about how she got pregnant and her daughter ended her dreams. Courtney tries to get through to the illusion, but Barbara advances on her and says that she could have had a better life if not for Courtney.
Cindy pulls Courtney back through the door, and says that Barbara was wishing Courtney had never been born. Courtney asks how the doors work, and Cindy admits that she doesn't know. When Courtney promises to find a way out, Cindy tells her that she won't survive for long because she's too good. She says that there's darkness in everyone. She embraces her darkness, which makes her a survivor. Cindy explains that people who come there are eventually torn apart by their nightmares.
Courtney points out that Cindy is the one who summoned Eclipso, and Cindy says that Courtney started it all. She tells Courtney that her rival has no idea what she's been through at her father's hands, and she's never going to be scared of her father again. Cindy yells that she will kill her father a thousand times and isn't afraid of Dragon King.
Cindy's mother Suzanne appears and begs Cindy not to hurt her again. Cindy tells Suzanne to go away, and when Cindy goes after her mother, hooded Dragon King servants drag her into the darkness. Courtney runs after her, runs into a black void, and appears in Pat's workspace. McNider, wearing his Dr. Mid-Nite outfit, pulls Courtney there. He knows who Courtney is, and explains that he's been talking to Beth to prove he's real.
McNider says that the goggles see the truth and are what have kept him alive. and gives them to Courtney. She sees the Shadowland as a void without the projections from her subconscious, and quickly asks for them back. Once he puts the googles back on, he tells Courtney that Eclipso will plant anyone there to lead her into despair or rage. McNider says that she has to hold onto anything good in her life, and turn away from the darkness or she'll be consumed.
In the real world, Beth looks through Courtney's bedroom. Jenny comes in and Beth says that her goggles are feared with tears, but she's afraid to take them off. Jenny says that if she wasn't afraid, her ring would have saved Courtney from Eclipso. As she blames herself for Courtney's disappearance, Beth hears McNider talking to him.
The two teenagers go downstairs, and tell the Whitmores that Courtney is alive in the Shadowlands and with McNider. McNider has told Beth that Shade can open a portal to the Shadowlands and bring Courtney back, and that the ring can find Shade. Jenny needs something Shade has been in contact with, and Barbara gives Jenny Shade's card.
Pat coaches Jenny on using the ring to find Shade. Jenny concentrates, and the energy from the ring takes the card and then creates a diorama of Blue Valley. It shows that Shade is there in two different locations.
In the Shadowlands, McNider tells Courtney that he survived by hacking into the real world. Courtney wonders why Shade would help them, and McNider says only that Shade is... complicated. He talks about how he was alone in the house after his daughter Rebecca died, and found Shade drinking in his kitchen. McNider relates that Shade said he knew about Eclipso before, and blamed himself for doing nothing.
McNider didn't believe Shade, but then Shade asked about Rebecca. He tells Courtney that Shade sent McNider to the Shadowlands to save the hero from the ISA, and Shade may have considered McNider a friend. Beth speaks through the goggles, and she says through the static that they've tracked Shade to two locations and are splitting up to search them.
Barbara and Pat go to the theater and find Shade there watching a movie alone. He says that he's preserving what power he has by sitting in the dark. Barbara tells Shade that they lost Courtney because of him, and Shade is going to help them get Courtney back. Pat points out that McNider is alive, much to Shade's surprise. Barbara angrily tells Shade that he's going to help, and isn't frightened by his threats.
When Barbara breaks into tears and begs Shade to bring Courtney home, he looks at her then curses himself for his weakness, smiles, and says that Barbara does remind him of his sister Emily. Shade raises his hand, and the film on the projection flickers.
In the Shadowland, the Racer's headlights glows, projecting the real world. Shade tells them to have Courtney to come through. Courtney refuses to abandon Cindy, and McNider, realizing what she plans to do, says that they need to hurry. Concentrating, Courtney tells the nearest door to take her to Cindy.
Going through the door, Courtney finds herself in Yolanda's room. Yolanda is sitting on the bed, staring off into space. A young Bruce steps out and asks Courtney if she wants to play a game.
Dragon King has strapped Cindy to a table, prepares a syringe, and says it's time to make her more like him. Suzanne is nearby, wringing her hands, and says that she didn't mean to upset Cindy. A young Cindy says that Suzanne didn't let her stay up late, and it made young Cindy well. Dragon King injects the syringe into Cindy's neck, sedating her.
Bruce tells Courtney that they'll play "Whose Life Did She Ruin?', and Yolanda is in her room thinking of all the horrible things that happened to her because of Courtney. Courtney says that she's not playing Eclipso's game and goes out the door... only to find herself in the jail at Rick's cell. Bruce is there and tells Courtney that she did it to Rick. When Courtney says that Bruce did it, he asks her how it makes her feel.
Courtney leaves through another door and finds herself in a mock-up of her home. Bruce is there, and tells Courtney that she can't undo what he's already done. He asks Courtney who gave her her locket.
In the real world in the theater, Shade starts to lose control of the portal.
Bruce tells Courtney that her father hurt her like Bruce did. Courtney drops the locket and says that she's over her father, but Brue says that she hates him like she hates Bruce, and the hate is festering after everything Eclipso has done. Bruce says that none of it is her fault but his, and he loves seeing the lie tear them all apart.
Walking over to Courtney, Bruce asks how she feels about him. Courtney says that she hates him, and Bruce smiles. Everything disappears around them.
Dragon King tells the unconscious that one final procedure, and she'll become Dragon Queen. Courtney appears and McNider appears at her side. McNider says that Courtney should ignore Dragon King and he'll have no power. Courtney goes to Cindy, and "Dragon King" fades into nothing. Cindy when freed refuses to go, and goes looks over at where her younger self has killed her mother. The Young Cindy says that she made a mistake and didn't mean to kill Suzanne. Crying, Cindy kneels by Suzanne and says that she's sorry.
Suzanne tells Cindy that she still loves her. Courtney tells Cindy that it's not real and they have to go. The others disappear.
In the theater, Shade continues losing control of the portal. Barbara yells to Courtney to hurry, and Courtney, McNider, and Cindy run into the workspace. Courtney goes through the portal first, and Pat and Barbara hug her. McNider comes through next, and Pat hugs him. Cindy falls through the portal last, and Shade collapses from the strain.
The others go to Shade, and he tells McNider that he's sorry about sending him to the Shadowland. Shade asks Barbara to tell people that he died doing something good, and passes away and then disappears. Cindy asks who wants to kill Eclipso.
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