When Max Caulfield and Chloe Price begin investigating the conspiracy surrounding Kate Marsh and Rachel Amber, the pieces of the puzzle surrounding Rachel's disappearance leads to answers, and the consequences of Max's powers lead to a conclusion that have devastating results on everyone she knows.
Max wakes up in her dorm room at night on the same day of Kate Marsh's successful or attempted suicide, still reeling from the events that led to it. She receives a text message from Chloe to meet her in front of the school, and leaves her dorm. They decide that they need to break into Principal Wells' office after entering Blackwell with David Madsen's spare keys to the school. After failed attempts to open the door to the Principal's office, Max has an idea to contact Warren Graham for instructions on how to build a pipe bomb using materials from the Science and Art labs. After blowing up the door, they find a way in and accidentally trigger an alarm.
Max has to enter and rewind to the point before the explosion happens and unlocks the door for Chloe. While inside the office, Max finds files for Kate, Nathan, Rachel, Chloe, Warren and herself. Shortly after, Chloe discovers disturbing files on Principal Well's computer, including a cover up of Nathan's wavering grades, David's activities, and a drawing that reads "Rachel in the Dark Room" all over.
After gathering the information that they need, Chloe decides that they should leave, but before doing so, she discovers five thousand dollars in an envelope that should go towards the handicapped fund. It's up to Max to tell Chloe to leave the money or let Chloe take the money to repay Frank Bowers.
Before Max can return to her dorm, Chloe persuades Max that they deserve some time to "splish splash" in the swimming pool. They enter through either the boys' or girls' locker room. Max and Chloe have a conversation about their lives in the pool. Shortly after they decide to take their leave, but Blackwell security guards show up, being led by David Madsen if not fired from Max's decision in episode 2. Max and Chloe hide and are able to avoid detection before escaping the swimming pool area together. With the campus surrounded with security, Max is forced to follow Chloe to her truck and escape the school.
She spends the night at Chloe's house and after she wakes up, she discovers that her clothes are still wet and reek of chlorine. Chloe suggests that Max try on Rachel's clothes and that they should fit. When Max expresses uncertainty about herself, Chloe attempts to encourage her and dares Max to kiss her. Max may or may not fall for Chloe's goad before she heads downstairs.
When she gets downstairs, Max helps Joyce prepare breakfast for her family. She has her breakfast after helping Joyce with ingredients. Joyce and Max discuss the past and William over the Price Family Album, and Joyce gives Max a photo from 2008 of her with William and Chloe as Chloe enters the living room.
Chloe distracts Joyce by picking an argument with her while Max investigates the garage, going through David's laptop after finding the correct password. She discovers files of Rachel, Kate, and herself, and that Rachel was romantically involved with Frank.
Max returns to the living room with answers, but while she tells Chloe what she found, David walks into the house. When he accuses students from Blackwell of the vandalism, an argument breaks out between Chloe and David. Max and Chloe take the opportunity to reveal that David has been spying on students. Joyce demands he leave students and Max alone. Max will then be able to side with either David or Chloe.
When Max tells Chloe that Rachel was seeing Frank, she doesn't believe her. Deciding to prove her wrong, they plot to break into Frank's RV. Max and Chloe head to the Two Whales Diner to try and get information from inside his RV. She learns that Frank loved dogs and Rachel Amber and uses either fact on him to lure Frank into taking out his keys. Max takes the keys and rewinds time so that Frank isn't aware of what transpired between them. She returns to the RV and Chloe gives her a bone to lure Frank's dog, Pompidou, away from the RV for the time being.
While Max and Chloe investigate Frank's RV, Max finds an account book with proof that Frank and Rachel were involved romantically with each other. When Max shows it to Chloe, she becomes angry and thinks that Rachel betrayed her. During the drive back to Blackwell, Chloe takes her rage out on Max, her family, and father.
She drops Max off at Blackwell, without saying a word to her when she exits her truck. Max returns to her dormitory. Max studies the picture and starts hearing voices being emitted from it. When she focuses on the photograph, she travels back in time to 2008, at the moment of the photograph being taken, the day William was killed. Max hides William's keys and persuades him to take the bus. She may also take a picture in the past and leave her mark on the fireplace.
When Max travels back to the present, she is shocked to discover she is now friends with Victoria Chase and a member of the Vortex Club. Her friend, Warren is now in a relationship with Stella Hill. Dreading the worst has happened to Chloe, she boards the bus, and discovers David Madsen is the school's bus driver. When she visits the Price Household, she learns that William is alive and well. Happy to see her, he calls for Chloe. Chloe arrives to the front door and Max is horrified to discover her friend is now a quadriplegic and confined to a wheelchair.