We open with a flashback of the discovery of Emperor Ishida’s dead body and the beginning of the hunt for his son Tetsuo (Four). A hooded figure dispatches with the Emperor's security team via expert swordsmanship; the removal of the hood reveals not four but Five!
We cut to the Raza, where Five is on the infirmary table attached to electrodes and on the verge of a seizure. A frantic Two exclaims, "Something's not right; it's happening again. Heartwaves spiking, brainwaves are off the charts. She's in trouble!"
We cut to 24 hours earlier, where Two tells the crew's employer that they blew up the zombie-infested freighter … and wonders if the Ferrous Corporation paid him to put them into harm's way. Later, One awkwardly confronts her about sleeping with Three, whom she chose over One because she knew there would be "no complications." One seems encouraged by this.
Five tells Two that she might know how to get into the vault. She's done some messing around with the gadgets in the infirmary and thinks she's come up with a way to probe her own mind for the crew's memories. Two rejects the idea, claiming that it's too dangerous, so Five appeals to her vulnerability, telling her that she'll never be able to take a new path in her life if she doesn't understand the one she's already taken.
In the infirmary, The Android tells the gang that, when Five goes under, she'll experience everybody's memories like a dream, "like she's a passenger in somebody else's body." The Android says it shouldn't hurt but ominously points out that the equipment isn't supposed to be used this way. Two assures Five that she'll monitor her vital signs and pull her out if anything goes wrong.
Five goes under and finds herself participating in a fencing course, with her reflection in the mirror revealing an Asian boy (presumably, a young Four). Four's father, Emperor Ishida, is angry that his son hesitated to hit his partner during their match. Young Four (via Five) tells him that the goal isn't to hurt the opponent but to make him get the point. His father tells him that he's not learning swordsmanship, but discipline, and begins to fight him, hitting him hard on the back.
On the Raza, Two sees that Five's brainwave activity is all over the place and tells The Android to pull her out. Five tells Four that she experienced one of his memories and apologizes that she got pulled out before learning anything useful. Four stoically tells Five that she needs to learn to discipline her mind and respond without emotion; as memories are just recordings of past events that can't be changed, an emotional reaction serves no purpose.
Five once again goes under and enters Four's memories. Four speaks with his stepbrother before he's banished from the kingdom, apparently at Four's command. Four states that it was actually their father who made the command, but attributed it to Four so that people would fear him and he could become Emperor. His stepmother enters, saying that Four has used that excuse over and over again to escape blame for the cruelties he's inflicted on her son.
Four enters his father's bedroom to confront him and finds him stabbed to death. Four's stepmother emerges, gleefully telling him her intentions to frame him for the crime.
On the Raza, The Android disconnects Five's mind probe but finds she can't wake her from the dream state. Eventually, her readings stabilize, and One wonders if she's learned to control her dream state, as she said she would …
In Five's current dream state, she finds herself in what looks like the space station from Episode Four. A look into a video monitor reveals her own reflection … could this be her own memory?
She enters an underground bunker that looks like a hiding place for homeless people. She shouts to her friends that she's stolen a wallet and is going to buy dinner tonight before realizing that nobody's there … except for her friend, TJ, who emerges from another room, clutching a bullet wound to the stomach and claiming they're in trouble because Five stole a valuable key from a guy she pickpocketed.
At Cargo Station 4 (still in Five's memory), One and Three are loading cargo (and not bickering!). Five and TJ come out of boxes, now officially stowaways on board the Raza. They score themselves a hiding place, then Five goes to look for medical supplies to help her wounded pal (whom we know isn't going to make it, as his is the body that Five found earlier this season).
In the waking world of the Raza, The Android says that Five's organs are beginning to fail and her brain is disconnecting from her body; if they can't get her out of the dream state, she'll die. Four claims the only way they'll be able to rescue her is if somebody goes in after her. One and Two volunteer, but Six, fast becoming Five's father figure, insists it be him.
In her dream state, a frightened Five explores the Raza for the first time. She finds the infirmary and starts to filch supplies but Three catches her and throws her in "the air lock" (that doesn't sound good). Five tries to save herself by saying that she has a valuable key and that Three will never find it without her help. He doesn't care. He closes the door to the air lock, trapping her.
In the waking world, The Android tells Six that, unlike Five, he won't experience the memories as if they are his own. He will feel more like a detached observer, which will probably (probably) keep him from getting stuck in the dream state. The Android will synch Six and Five's brain patterns so their memories will hopefully align, but Six will still have to will himself in and out of each memory until he encounters her. Exhausting stuff, these dream journeys.
Six enters his own memories, where he and two friends have successfully stolen a galactic destroyer. They go for a drink and meet with another colleague, who toasts to "the Insurrection" and says that someone called "The General" regrets not being present to congratulate them. Six excitedly says that when word of their theft gets out, people are going to be inspired: They're going to realize that the galactic authority isn't invincible, open their eyes to the corruption of the corporate system and start fighting back.
Another member of the Insurrection returns and angrily asks why their leaders betrayed them. A newscast reveals that after the group stole the galactic destroyer a bomb went off in the space station from which they left, killing 10,000 people. A Galactic Authority rep states that the Insurrectionists are terrorists who will be brought to justice.
Six's colleague tells them that the shuttle in which they entered the space station was rigged with a bomb set to go off the minute they stole the destroyer. Six is furious and heartbroken, claiming that violence was never part of the plan, but his colleague says the victims were corrupt corporate sell-outs who deserved to die. A disgusted Six throws up … and then kills everybody in the room, running out of ammo before he can take his own life.
Present Six, shocked by this revelation of his past, wills himself into the next memory and finds Five talking with a kindly woman inside a barn. When the woman leaves, a surprised Five tells him that she thinks they're in the middle of One's memory. She loves this life — One has animals, parents who love him and enough food on the table — and has been living it for several months (apparently time works rather differently in the dream state).
Five is upset when Six reminds her that none of this is real, as she wants to be put in stasis so that she can live in this world indefinitely; after seeing her own memories, she wants no part of them. Six warns her that she has no control over her environment and eventually she's going to experience whatever unfortunate events led One to end up on the Raza; in the real world, at least they have the power to try and change things. Five and Six embrace and wake up, crew members of the Raza once again.
Five tells Four more about his past, revealing that the Empress framed him so that her own son could rise to the throne. She hopes that, now that he knows the truth, he can put the person who did bad things for self-preservation behind him and move forward. Four storms out of the room.
Five thanks Six for rescuing her and feels much better about being on the ship now that she knows she has somebody she can trust. After she leaves, Six turns on newscast and sees a picture of The General, the leader of the Insurrection, who is now a missing fugitive.