EBONY, sound asleep, dreams of ZOOT. He orders EBONY to greet him when the shadows come at noon. Unbeknown to EBONY, she’s in fact wearing a Paradise Headset, with JAVA writing the program. To JAVA’s surprise, a curious ELLIE sees everything.
In Liberty, RAM is ropeable. LEX knows too much and could destroy everything. RAM needs him deleted, but SLADE wants no part of it. In another room, LEX awakes, handcuffed to a bed. SLADE has no intention of releasing him, just in case LEX has plans to go tell RAM’s enemies where he is hiding.
At the Mall, TRUDY is concerned that AMBER may have spoken with JAY and expressed her true feelings. JAY avoids TRUDY’s questions with business. Meanwhile, AMBER is both puzzled and disturbed by JAY’s reaction to her. But TRUDY is in no mood for sympathy, she has her own problems to deal with.
MAY talks to JACK in an attempt to see what he knows. JACK is convinced that the holograms and a ZOOT double are the foundations for the crisis. He’s even more certain that there has to be proof, somewhere. MAY feigns praise, before reporting back to MEGA.
AMBER apologises to TRUDY. She didn’t mean to unload her problems onto her. TRUDY takes the opportunity to tell AMBER the truth, but by the time she’s plucked up the courage, AMBER is gone.
In the Café, GEL prepares a welcome home meal for LEX. MOUSE and SAMMY lend a hand. It’s not long before the kitchen is a war zone. TRUDY’s far from impressed and storms off.
JAY can’t get a word in edgeways, as TRUDY assumes she was merely a fill in until AMBER returned. JAY swears his affections are for her and her alone. AMBER is completely out of the picture! They kiss.
Back at the School, SIVA is nervous about ELLIE’s presence. JAVA assures SIVA she’s harmless.
Having awoken from her dream, EBONY announces ZOOT’s resurrection!
DARRYL wants to give JACK another scare. According to MEGA, it’s nothing for DARRYL to concern himself with, after all DARRYL has to prepare for the biggest role of his life!
In the city markets, JAVA leads a band of ZOOT SISTERS on a chaos mission. MEGA gatecrashes the party. He wants to give JACK a premature retirement. JAVA’s knows the perfect assassin.
RUBY does her best to calm LEX. Her flirtatious remarks more mocking then seductive. RUBY turns down a kiss and leaves LEX fuming. Meanwhile, SLADE heads to the city, to discover how much heat is on RAM.
Having returned to the school, JAVA helps ELLIE to regain her memory. SIVA is scared of the repercussions. JAVA assures her it’s all in hand.
Determined to know how JAY really feels, AMBER once again admits her feelings to JAY. She is instantly heartbroken upon discovering JAY sharing TRUDY’s bed!
SLADE is on his way to the city to investigate the strange ZOOT rumours. While LEX sleeps, RAM enters LEX’s room with a murderous look on his face. RUBY interrupts RAM’s attempt to suffocate LEX with a pillow.
TRUDY wants to explain herself to AMBER but AMBER is distraught and will not let her into the room. TRUDY is upset with AMBER’s sharp response. JAY tries his best to comfort her but TRUDY would prefer to spend the night alone.
LEX receives breakfast in bed from RUBY and secretly uses a broken spoon to unlock his handcuffs. RUBY comes to collect the tray and is surprised by LEX, who grabs hold of her wrists and heads next door to RAM’s room. LEX threatens RAM, saying that it is only a matter of time before LEX delivers his revenge.
In the city, SLADE observes loudspeakers and posters advertising ZOOT’s return and EBONY’s involvement. He sees EBONY speaking to Zootists and admires what he sees. He tracks her to the school.
SIVA suspects that there is an ulterior motive behind JAVA’s interest in ELLIE. While SIVA tries to talk sense into EBONY out of genuine concern, EBONY gets more and more frustrated with SIVA, regarding her as a doubting, non-believer.
GEL is annoyed with MOUSE for trying on her makeup without permission. GEL forgives MOUSE and gives her a proper makeup lesson in order to woo SAMMY. SAMMY, however, is not impressed and jests that it must be Halloween. SAMMY is more impressed by an image of ELLIE on a computer screen, that JACK is showing him.
SALENE is forced to break up a full scale fight between AMBER and TRUDY over what AMBER perceives as TRUDY’s betrayal regarding JAY. It had started as an attempt by TRUDY to apologise and turned into a slanging match.
JAVA and MEGA are both pleased with MEGA’s “Shadow at Noon” meeting idea. JAVA talks of a plan to deal with JACK but does not tell him how she is going to do it. MEGA warns her not to get carried away.
MAY reports to MEGA about the factionalism and arguments amongst the Mall Rats. MEGA is annoyed with MAY for asking too many questions.
JAY has heard about the fight between AMBER and TRUDY but admits to AMBER that he finds it hard to disassociate his feelings for her.
JAVA continues to show ELLIE images of Mall Rats in preparation for her task. EBONY watches on and JAVA tells her about ELLIE being their secret weapon to use against the Mall Rats.