Frank goes to the bathroom to dry his trousers. A man enters and Frank is shocked to once again see a glowing number on the man's head reading 38. Frank becomes increasingly edgy as he sees The Grim Reaper figure appear and kill the man by reaching into his chest and squeezing his heart.
The man's corpse drops to the floor and Frank watches as the gateway to Heaven opens up and the man's spirit goes off to the other side. Frank rushes out of the restaurant and pursues The Reaper. Lucy is escorted to the Sheriff's office by one of Sheriff Perry's deputies as a witness to the situation.
Walt is told that witnesses saw Frank rushing out of the restaurant before the dead man was found. He tells his men to bring Frank in. Frank chases the Reaper in his car with Stuart, Cyrus and The Judge. He tries his best to kill it but his car just goes straight through the caped figure and it once again eludes him.
FBI agent Milton Dammers (Jeffrey Combs) arrives at the sheriif's office to meet Walt and Lucy. He believes that Frank is behind the killings.
He tells them about the incident that happened five years earlier when Frank and his wife had the car crash. They discover that Debra's dead body was found 20 yards away from the car with a number 13 carved in her forehead and after the body was found, Frank was picked up wandering the forest claiming to have no recollection of the incident. Frank tracks down The Reaper at the museum where the 39th life has been taken.
Frank sees on Magda Reese-Jones' forehead a number 40 glowing. She is going to be the next target. He tries to warn her, but two deputy sheriffs arrive to arrest him.
The Reaper appears but the officers have their guns pointed at Frank. The Judge appears and shoots The Reaper and it disappears. Cyrus and Stuart start to make people scared in the museum in order to cause a diversion for Frank to get away. In the commotion, Frank punches Magda and knocks her out, in order to carry her out to his car to safety.
He drives away, but The Reaper is in pursuit and forces Frank to crash his car near the vicinity where Debra died years earlier. Magda crawls from the car trying to escape from Frank, who she believes to be psychotic. Frank tries to get her to listen to him but he is dazed and confused as the Reaper plunges towards her and crushes her heart. Frank jumps towards it, but it disappears again and he is lying face down on her corpse.
The gateway to Heaven opens and Magda's spirit jumps from her body and accuses of Frank of been a sick murderer who is responsible for her and his wife's death. Frank arrives at the sheriff's office and tells them what has happened. When Walt asks him if he had anything to do with Magda's death, he doesn't answer and he is arrested on suspicion of murder. Lucy doesn't believe it and storms out as Frank is taken through to the interrogation room followed by Dammers.
Lucy goes out to her car and sits inside trying to get her head around things. Ray appears on the backseat - his spirit now decaying from dripping ectoplasm. Dammers and Walt are sitting in the interrogation room with Frank who looks demoralized. Dammers calls him a dangerous man, but Walt refuses to believe that Frank is behind the murders. Dammers uses his power of authority to tell Walt to get out of the room while he questions him. Frank tells Dammers that he is not a murderer and that he can communicate with the other side.
He has seen the figure of Death killing people by reaching into their chests but Dammers doesn't believe any of it and believes Frank to be responsible for the crimes.
Cyrus and Stuart walk into the sheriff's and start to walk through the walls of the cells to find Frank. They eventually get to his cell and try to talk to him, but Frank is silent. Cyrus tells Stuart that he can't even see them anymore. He's so traumatized, he's stopped believing. Dammers looks through the narrow opening of the prison door observing Frank. He tells the deputy that he doesn't even expect him to make it until the trial. He's expecting him to commit suicide.
Lucy goes to Frank's house to see if she can find any evidence to clear his name. As she wanders around, Ray is looking too. Ray sees on the fridge some labels describing the layout of his and Lucy's house. He realises that Frank was using his psychic abilities to con them. One of the sticky labels gets stuck to his fingers. He tries to shake it off and as he does, Lucy sees it floating towards the back garden in the wind. She walks outside and sees a nice looking garden, which Frank has made in memory of his wife in replace of a basketball court.
The phone rings and the answering machine picks up the message. It's Old Mrs.Bradley trying to tell Frank about her fears for her daughter Patricia. Lucy believes the mother to be dangerous and after hearing her message, heads over to their house. She hides in the bushes outside as the old lady walks out to get rid of the garbage bags. She sneaks inside, looking for Patricia. Ray walks to the house and because of his abilities, the house transforms into a weird shape from his point of view. He can sense there is danger lurking inside.
Patricia is at the top of the stairs and tells Lucy they need to hide. As her mother walks back in, the two of them rush into her bedroom. Lucy tells Patricia that she needs to get away and start a new life for herself. She sees an urn on the side. They are Patricia's father's ashes. He had killed himself after discovering that Patricia had been involved wih a serial killer. She hears her mum coming up the stairs and tells Lucy to hide in the wardrobe. She just gets inside as her mother enters. Patricia offers to make her a cup of tea and they walk out.
Lucy finds a carving knife in the wardrobe with the initials F.B. She realizes that it's Frank's that Dammers had told her had gone missing after Debra's death. Lucy slowly walks down the stairs to sneak out. The Urn starts to glow and a figure appears in the wall behind Lucy trying to sneak up. Lucy, oblivious to the threat, rushes out of the house as Ray walks in to try and protect her. His face is sliced off by the figure's hand and as Lucy gets into her car, Ray's deformed spirit is tossed onto the hood of the car.
Lucy goes to see Frank in his cell and tells her that Old Mrs.Bradley must be responsible for Debra's death. She's found his knife in her bedroom and she's crazy enough to do something like that. Frank is still in a quiet, depressed state. He hugs Lucy and he sees Cyrus and Stuart enter the room. But as he looks Lucy in the face, the number 41 glows on her forehead. He realizes she is the next victim. The Reaper appears through the cell door and tries to kill her. With the help of Stuart and Cyrus, he tries to protect her in the confines of the cell.
Lucy shouts for the deputy to come and unlock the door. Stuart is dissolved by the Reaper's sythe. As Frank hears the cell door unlock, he kicks the door into the deputy's head and knocks him out, so that he can escape with Lucy. Dammers walks around the corner and draws his gun. Lucy rushes up to him and tells him that Frank is crazy, as Cyrus battles the Reaper. Lucy uses a fire extinguisher to spray at Dammers to protect Frank. Cyrus's soul is taken by the Reaper and Frank takes Dammer's gun and runs out of the precinct with Lucy.
He tells her that he must kill himself in order to become a spirit and protect her. He is ready to put a bullet in his head, but she tells him not to and instead helps him have a near death experience by means of hypothermia and using barbituates to slow his heart rate. At the medical centre, Frank goes to sit in the cryogenics room and waits to slowly die as Lucy gets the equipment prepared to revive him within several minutes. But Dammers appears in the room armed with an uzi machine gun.
He thinks Frank deserves to die for his supposed crimes and abducts Lucy to stop her from reviving him. Frank's spirit emerges from his dead body and the gateway to Heaven opens for him but he walks away to try and find Lucy. Dammers handcuffs Lucy in the back of one of the sheriff's cars and drives off. Frank pursues them.
As he tries to get used to his abilities, he sees the Reaper rapidly jumping and flying through the town to try and approach Lucy in the car. Just as the Reaper launches onto the roof of the car, Frank flies down and knocks it onto the road. A car zooms down the road and crashes into Frank and smashes him into tiny pieces of ectoplasm.
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