Chapter Warning: This section of the guide includes discussion of mental illness.

Justin tells Nia and Lyric that physical contact shares their fears. He informs Lyric and Nia about the Seeker’s plot, the significance of the number 400, and Mary being Hyde’s forgotten sister. Nia theorizes that Nowhere is a parallel universe.

Suddenly, Mary is attacked by rat-snakes that pull her across the parking lot. Lyric jumps in to help, followed by Justin. When Justin touches Mary, the rat-snakes threaten him, too.

Nia uses pepper spray from her backpack, forcing the rat-snakes to retreat. The group chastises Duke for not helping Mary, but he defends himself, explaining that he’s collected 11 fears from assisting others. Though he’s been tortured, they struggle to understand his hesitation to help. Duke grows uneasy, sensing someone following them. A boy appears, complaining of bites. It’s Quincy.

Quincy was bitten by bugs, his worst fear. He gets ointment from Nia’s first aid kit. He suggests that they head to the park where he and Carla often meet in the real world.

Mary shares her memory of falling into a well at her grandfather’s farm, where rats and snakes surrounded her.