- Larry tries to escape from New York City. Meanwhile, Lloyd ends up in prison and gets a visitor.
- Musician Larry Underwood is on the cusp of his big break when "Captain Trips" strikes New York. Alone and wandering an empty city, he meets an alluring new acquaintance also desperate to escape. Meanwhile, an incarcerated Lloyd Henreid comes face-to-face with Randall Flagg, The Dark Man himself, who makes him an enticing offer.
- Larry Underwood walks through an abandoned hardware store, carrying an empty tank of propane. He hooks it up to one of the grills on display and cooks some steaks.
Elsewhere in the store, Nadine Cross sits in a tent in a store, watching over a sleeping boy. Nadine contemplates a black stone on a necklace she's wearing, and Larry comes in. She quickly hides the stone, and Larry says that he's made breakfast. The boy Joe wakes up, and Nadine tells the boy to look her in the eye when she speaks to him. Joe clutches a nearby guitar, and Nadine tells Larry that the boy hasn't put it down. Larry and Joe go out together and they prepare to continue on to Boulder.
Later, Larry drives a convoy of trucks through the countryside to Boulder. Nadine and Joe are in one of the cars, and Joe looks out the window eagerly. The group comes to a roadblock, and Stu greets them to the Boulder Free zone. They stop and Stu asks for Larry. Larry steps out.
The Past
Larry drinks, smokes, and uses drugs. His manager Stacie pounds on the door and yells at Larry that he's the only one who can sing, and the rest of his band is sick. One of the band members Nick calls and says that he's sick.
Finally answering the door, Stacie tells him that the show must go on. He comes out, and finds his mother Alice waiting for him. She figures that Larry has had more than one drink, and Larry tells her to enjoy the show and goes out alone. The audience applauds, and Larry sits down and thanks them for coming despite their illness.
Larry gets a drink from a waitress, and has everyone join him in a toast to his new album, "Pocket Savior". One man, Wayne Stuckey, is high and tells Larry that he made a bunch of money off of the album. Alice knows who Wayne is, and Larry introduces Wayne to the audience. Wayne coughs, and comes up on stage and attacks Larry.
Phoenix, Arizona
Guards bring Lloyd Henried into the prison. Lloyd warns the guards not to beat him, and they put him in a cell. Lloyd's cellmate George Trask that Lloyd is a notorious outlaw, and tells him that he's in the newspaper. They exchange introductions, and Lloyd claims that he was framed.
Earlier
Lloyd and his partner Andrew "Poke" Freeman storm into a convenience store and rob the owners at gunpoint. Poke says that Lloyd is his protégé, and has killed several Federal lawmen. When Poke sneezes from the flu, he accidentally shoots the woman hostage in the head. Lloyd objects, but Poke figures that they need to kill the cashier as well since he saw their faces.
Poke tells Lloyd to do it or he'll kill both of them. The robbers are unaware that a highway patrolman is hiding in the back. The patrolman shoots Poke, blowing open cheek, and Poke shoots back. After the shoots die down, the cashier looks over the counter and sees Poke convulsing on the floor. Lloyd is nearby, having taken cover, and patrolman come in and arrest him at gunpoint. They quickly handcuff him.
The Present
As Stu drives Larry and his group into Boulder, Stu says that he knows who Larry is because of Mother Abigail. He says that they all dreamed of her, and Abigail made a list of five people that she wanted to run Boulder. Larry was one of them, and Stu is another. As they drive, Larry says that he's spent most of his life fucking things up for the people he loves. Stu says that Mother Abigail told him he'd have to sort out the how, and all God has is told her is the who.
Larry says that mostly he was following Harold, and Stu says that Harold made it. When Larry asks about Frannie, Stu says that she's there as well.
Frannie takes Nadine and Joe to an abandoned house where they can stay. Joe doesn't say anything when Frannie asks if they also had the dreams with Mother Abigail. Nadine says that Joe talks in his sleep but she can't tell what, and that she found him in Pennsylvania sitting by the side of the road. She admits that she was a teacher, and Frannie says that they'll need a teacher.
When Frannie asks Nadine if she will be Joe's mother temporarily, Nadine agrees and says that they've been through a lot together.
The Past
Larry dreams of standing in a spotlight near Las Vegas. A sign is nearby, with his name on it. An unseen audience applauds Larry, who smiles and clutches his guitar. The lights flicker and the cheers come to boos. Larry wakes up to the sound of car horns going off outside the apartment he's at.. He looks at the woman sleeping naked next to him on the mattress, and his phone rings. It's Alice, and Larry takes a hit of cocaine off of his phone screen.
When Larry kisses the woman on the shoulder, she wakes up and asks Larry for a tissue. He quickly gets out of bed, saying that he has to leave and call his mother, and the woman throws a glass at him and tells him that he's not a nice guy. Outside in the hallway and answers the phone. It's a nurse at Bellevue Hospital.
Larry goes to the hospital and finds it filled with flu victims. He finally finds Alice on a gurney in the hallway, stricken with the flu. She recognizes him and tells him to get her husband, even though he's been dead. Larry realizes that Alice is delirious with fever, and takes her to her apartment. Wayne pulls up and trains a gun on Larry at the front door, even though Wayne has Captain Trips as well. The band member insists that it's his song and Larry stole it, and Larry ignores him and takes Alice in via wheelchair.
After putting Alice to bed, Larry kneels by her side and takes her hand. He apologizes for being such a fuck-up, and Alice dies. Her son cries and kisses her hand, then turns off the lights and goes out. On the street, Wayne has collapsed next to his car. Coming out, Larry picks up the gun and offers to get him some coke. He asks where his stash is, but Wayne refuses to tell him because he's hiding it. Larry finds bags of drugs in the trunk of Wayne's car, in a duffel bag, and takes it with him.
The Present
Stu takes Larry on at foot when they come to a campground set up in the road. Many of the people have come to see Abigail, some already have and want to stay close. Abigail sits on her porch for two hours every day, greeting new arrivals.
Stu takes Larry to Abigail's house, and Ray Brentner greets them. She describes Abigail as a prophet, but says that it isn't for her to say. Stu leaves to greet more people as they arrive, and Ray takes Larry inside. Nick Andros, a deaf-mute, comes out to greet Larry. Abigail is in the room behind Nick, and she calls to Larry to come in and sing her a song.
The Past
In his dream, Larry runs through the desert away from Las Vegas. Flagg appears, as does Abigail.
Sleeping in Central Park, Larry is wakened by the sound of gunfire and a man shouting that the monsters are coming. Larry takes some of Wayne's drugs, and a man in a hospital gown comes over, eating potato chips from the bag. When Larry sees him , he half-heartedly waves and the man waves back. The man comes over and says that there's still a few living souls wandering around. He tells Larry that he's going to Yankee Stadium and run around the field stark-naked, and jerk off on home plate. Larry sarcastically wishes him luck, and the man says that they've been freed of society's restraints. More gunshots ring out in the distance, and the man runs off.
Walking along, Larry finds a woman, Rita Blakemoor, sitting on a park bench with an umbrella against the rain. Rita says that Larry passed by her earlier and doesn't look dangerous, and invites him to sit down and share her umbrella. They introduce themselves and Rita shows Larry her husband's gun. She hits a nearby birdhouse, but says that she couldn't shoot a person.
They joke about the man Larry talked to earlier, and Rita tells him that he's pleasant to be around. She asks what he did before Captain Trips.
The guards haul out the dead prisoners, and Lloyd tries to talk to one of the guards, Savino. He points out that Trask has Captain Trips and no one has brought them any food or water. Unimpressed with the copkiller, Savino tells Lloyd that he can drink the water in his toilet, throws flem from the corpse he's hauling into Lloyd's face, and continues on.
Lloyd rinses off the flem from his face using the toilet water. Later, the surviving prisoners riot as best they can, throwing burning cloth out of their cells. Lloyd sits in his cell and watches the fire rain down.
Larry takes Rita to a billboard showing him and publicizing his new album. Rita points out that no one will take it down in a long time, and he's "conquered" NYC. Larry kisses her, and Rita kisses him back. As she clings to him, Larry notices a dead horse nearby and crows pecking at its carcass. One of them plucks out the horse's eye as Rita asks Larry if he's hungry. He says that he is, and Rita invites him to her apartment.
At the apartment, Rita cooks Larry a meal. When he's done, he puts a hand on Rita's leg and they go to bed and have sex. Afterward, Larry goes to the window to look out on the city. Rita joins him and Larry says that they can't stay in NYC because the 8 million corpses are rotting and the rats will spread disease. She wonders where they'll go, and the monster shouter walks through the street below.
Rita says that she' scared, and Larry admits that he is as well but they've got pills for that. They kiss as gunshots ring out in the distance.
The next day, Larry and Rita walk through the uninhabited streets. A man finds them and calls out to them, and offers Larry a million dollars in his suitcase if he can borrow Rita for 15 minutes. Larry tells the man to go, and two more armed men walk up. The first one tells Larry that he should have taken the deal, and Larry fires a shot over their heads and runs.
The three men go after Larry and Rita, who hides behind some cars. The three marauders search for them, and the suited man who approached them yells again that Larry should have taken the deal. They come around the car but find nothing there but Rita's purse
Larry and Rita have climbed down a nearby open manhole, and Rita says that she can't do it. Leading her on, Larry says that the sewage is what she thinks it is. They follow the Mapquest on Larry's phone, and he refuses to go up despite Rita's insistence. Rita is scared when she spots a rat, and Larry is startled by her screams. She panics and starts to run, and Larry stops her.
Rita starts to climb up the nearest ladder, insisting she can't keep going. Larry says that he's not coming with her, and Rita begs him to come with her. He gives her a gun, but says that he hasn't come so far just to die. Rita tells him to have fun dying in shit and climbs up, and Larry continues on.
In the prison, the guards and prisoners are all dead except for Lloyd and a dying prisoner. Lloyd tries to lure a rat over so he can eat it, and the other man yells for his mother in his delirium. Looking over at Trask's body, Lloyd realize that he's starving.
The Present
Larry takes Nadine and Joe to a house that they've chosen. Joe looks around the room, but says nothing when Larry says that Nadine will be just across the hallway if the boy needs her. Nadine stares out the window, and Larry offers to stay on the couch until she's settled in. When Nadine asks what Abigail said to him, Larry tells Nadine that he's not supposed to tell people what Abigail said.
Joe starts playing the guitar, and Larry says that he's going to go find Harold. Nadine asks Larry to take Joe with him so she can set up the house, and Larry agrees and gets Joe.
The Past
Larry continues through the sewers, but comes to a dead-end. He goes back as the water rises, and he drops the phone he's using for a light. Unable to find it in the dark water, Larry continues on and hallucinates Alice lying the water, asking why he didn't come see her in the hospital. A rat crawls out of her mouth, and Larry runs away as best he can as Alice calls his name.
A crow flies into Larry's hair, and he bats it off and climbs up through the manhole above. Rita is there, and she tells him that she walked the direction he said. They're at the bridge out of NYC, and Rita tells Larry that he made it.
Once they escape the city, Rita and Larry camp for the night beneath the Brooklyn Bridge. It rains, and Rita says that it's stupid that they're alive and everyone else is dead. Larry goes to bed, and Rita says that she's going to stay up for a little bit.
The Present
Larry and Joe go to Harold's house, and hear him inside typing. He finally answers the door, and Larry intrudes himself and says that they followed Harold's signs all across the country. Larry says that when he was in a tough spot, he asked himself what Harold would do. He asks about Frannie, and Harold says that she doesn't live there. Larry tells him that he was on the road with someone and it didn't work out. Once Larry and Joe leave, Harold goes back inside.
The Past
'Rita grabs a bottle of alcohol and walks away from the camp. She stands and look out at the darkness, then takes Larry's pills and washes them down with alcohol, crying.
Nadine stands in the backyard of her new house and looks out into the dark. She hears something moving inside and goes to investigate. A planchette box on a shelf moves, seemingly by itself. Nadine takes it down and stares at it.
In the prison, Flagg walks up to Lloyd's cell, singing to himself. Lloyd hears him and calls to Flagg, then cowers back when Flagg kneels down to face him. Flagg asks how long Lloyd has been there, and wonders why he isn't already dead. Lloyd shows Flagg the rat that he ate, and Flagg notices that Trask's leg has been chewed on. The prisoner says that he doesn't know anything about that, and Flagg asks Lloyd how Trask tasted.
Lloyd rants about how he ended up there because of Poke. Flagg tells Lloyd to look at him, and Lloyd refuses at first because he isn't sure if Flagg is real. His visitor says that he's real real, and Lloyd figures that if Flagg is real, he's the Devil. Flagg sits down and toys with a black stone, then transforms it into a key with a wave of his hand. Lloyd, watching, is impressed.
When Lloyd says that he's really hungry, Flagg says that he's a bit puckish and describes his meal to Lloyd. He figures that he's torturing Lloyd, and says that if he gets Lloyd out they can go get something to eat. Flagg introduces himself and Flagg says that before he's going to make Lloyd his right-hand man. He figures Lloyd wants to get even with the people who put Lloyd in prison and look at him like garbage, and says that it's a good time for people like them because things are just starting up.
Flagg demands that Lloyd promise he'll stay loyal, and Lloyd promises. After Flagg opens the cell door, Lloyd comes out and Flagg gives him the key. Lloyd takes it, and it turns into a black stone in his hand. The stone glows red, and Flagg leads Lloyd away, saying that it's the beginning of a beautiful friendship.
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