After witnessing a strange assault at an abandoned shopping centre, teenager Paul Roberts discovers that he has the ability to see "Fades": spirits unable to move onto the next plane of existence. As Paul comes to realize, these Fades have grown angry at their doomed existence... and have achieved the ability to interact with the real world.
Neil goes underground to begin planning his fight back against the Fades and as Paul's terrifying visions continue, Neil takes him to see an ancient Fade, who foresees Paul's importance in the looming battle. Realising how high the stakes have become, Paul decides the upcoming school ball will be his big goodbye to his old life. Meanwhile, DC Armstrong continues to investigate the growing number of missing persons cases in the town, completely unaware that they are being slaughtered by the Fades.
Paul pursues a relationship with Jay rather than give up his life to join the Angelics. Meanwhile, Neil makes contact with Mark and passes on a message from his dead wife, a new group of Angelics arrive in town, and Polus undergoes a startling transformation.
Paul's family and friends find it hard to deal with the aftermath of his accident. The Angelics are torn apart by some moral compromises. A new man in town with deadly intentions causes problems. Mark is quizzed by DC Armstrong as Sarah's Fade looks on desperately. Paul's loved ones have to face the shocking choice that the best thing for Paul might be to let him go.
The community opens a crisis center at the high school to deal with the rising number of missing persons. Paul, Anna, Jay, and Mac go there to find Anna's missing boyfriend Steve, but soon discover that John and Natalie have taken over the school for their own purposes. Meanwhile, Sarah chooses life over death and must deal with the consequences.
A town left deserted. An Angelic on the edge of desperation. A Fade on the cusp of victory. And a reluctant 17 year old boy with visions of the apocalypse - it all comes down to this final showdown. People will die. Ash will fall. It is inevitable.