After the engine fails to run, the ship starts to run out of oxygen. As the crew abandon ship, the captain stays behind to see if any nearby vessel responds to their distress call. Under the conditions of the low oxygen levels, Mal has flashbacks relating to how he assembled his crew.

Doe suspects a link to his own identity when a naked man with a similar brand and no recollection of who he is washes ashore from Horseshoe Island, similar to Doe's arrival in town.

The detectives respond to a brutal rape only to have the victim taken into custody by federal agents on racketeering charges. The investigation leads them to a father-son duo who are in the federal witness protection program and an agent who appears bound and determined to protect them, regardless of consequence, so they can testify against the Russian mob.

Aku resolves to do something about The Samurai once and for all and lures him into a cemetery. Then the wizard unleashes hordes of the undead and one of the creatures manages to possess Jack's sword and deliver it to Aku. Armed with the sword and his own shape-shifting powers, Aku runs Jack ragged and then captures him and tries to kill him with the sword...which Jack finally remembers can't be used by the evil to harm the innocent. With the sword incapable of harming him, Jack regains his weapon and drives Aku away.

As the Whirl Cup continues, Ash and Misty come across some tough opponents.

Roxy's daughter is rushed to hospital as Dillon works out what happened as Simon and Dillon struggle to work together.