Following where "Empire Day" left off, The Ghost flee into space with multiple TIE Fighters pursuing them. During the pursuit, Ezra presses Tseebo to confirm whether his parents were dead, but instead Tseebo pleads for his forgiveness for not protecting the Bridgers. Angered by Tseebo's role in his parents' disappearance, Ezra refuses to forgive the Rodian. With Chopper temporarily incapacitated, Hera summons Ezra to repair the navigation computer. As Ezra struggles to repair it, Tseebo enters the cockpit and directly signals hyperspace coordinates to the ship's computer; causing the Ghost to jump into hyperspace. Unknown to the Rebels, the Inquisitor has succeeded in implanting a tracker onto the Ghost's attached auxiliary ship, the Phantom.
While traveling through hyperspace, the Rebels discuss how to handle Tseebo. Due to his bitterness towards Tseebo for his role in his parents' disappearance, Ezra was unwilling to help; instead commenting that he did not know what to do nor does he care. Ezra's remarks prompt his master to warn Ezra that he will never advance as a Jedi if he is not honest with himself. Tseebo then abruptly interrupts the meeting to announce that the Imperials are tracking the Ghost. Using his cybernetic implants, he gives a holographic projection of a XX-23 S thread tracker. Under Hera's orders, Chopper scans the Ghost and detects the tracker on the hull of the Phantom. When Hera suggests dumping the Phantom in hyperspace, Kanan responds that he and his apprentice could use the Phantom as a decoy to keep the Imperials from their true target: Tseebo.
Ezra reluctantly acquiesces to Kanan's plan but is uncomfortable with Kanan's choice of destination: the asteroid base PM-1203, which was home to a species of aggressive nocturnal predators known as Fyrnocks. Kanan wants his apprentice to use the Force to bond with the Fyrnocks. After detaching from the Ghost in a dangerous move, the Phantom manages to land at PM-1203. Ezra is afraid and not entirely confident that he can connect with the Fyrnocks. Upon arriving and after much difficulty, Ezra succeeds in bonding with the Fyrnocks after confronting his worst fear: the truth of knowing what had happened to his parents. Ezra also makes peace with his fear by forgiving Tseebo, which reverberates through the Force and is felt by the Rodian, who also apologizes for betraying Ezra's parents. Having made peace with his fear and resentment, Ezra is able to bond with the fyrnocks. Back on the Ghost, Hera docks with Fulcrum's ship, who would take Tseebo into hiding. Before boarding, Tseebo informs Hera that his download of the Empire's secrets was an accident as he was just trying to find out Mira and Ephraim Bridger's fate. He tells her what he had found out so she can pass it onto Ezra.
Shortly later, The Inquisitor and his forces show up at the old base. Upon entering, the Inquisitor and his Stormtroopers are immediately overpowered and attacked by the Fyrnocks. However, The Inquisitor hurls away any Fyrnock that tries to attack him, and engages Kanan and Exra in a Lightsaber duel. Both Master and Apprentice are unable to match the lightsaber skills and Force powers of the Inquisitor. In an attempt to defend his master, Ezra embraces the dark side of the Force, and uses it to summon the mother Fyrnock to attack the Inquisitor, much to Kanan's horror. Ezra's actions enable him and Kanan to escape the Imperials but in the process weakens Ezra, who slipps into unconsciousness.
Upon escaping the asteroid base, Kanan explains to a confused Ezra that he has to be careful not to let his emotions lead him to the Dark Side. They return to the Ghost safely, and just before Hera could share with Ezra what she learnt from Tseebo Kanan stop her, saying that he needs some time alone. Sitting alone at the forward turret, Sabine presents Ezra with a holodisk containing a holographic picture of him and his parents as a belated birthday present. Sabine wishes him happy birthday and leaves Ezra to enjoy his gift.
- Taylor Gray as Ezra Bridger
- Freddie Prinze, Jr. as Kanan Jarrus
- Steven Blum as Garazeb Orrelios
- Tiya Sircar as Sabine Wren
- Vanessa Marshall as Hera Syndulla
- Jason Isaacs as The Grand Inquisitor
- Dee Bradley Baker as Kassius Konstantine
- Peter MacNicol as Tseebo
- Matthew Wood as Stormtrooper Squad Leader
- The Rebels return to the abandoned Republic Base, Fort Anaxes from the previous episode "Out of Darkness".
- The moment between Ezra and the Inquisitor is similar to the climax of Return of the Jedi when Darth Vader tormented his son Luke with the fear of losing his sister to the Dark Side, as a result briefly giving into his hatred.
- At the near end of the episode when Ezra regains conciousness, he says "I feel so cold" which is similar to what Luke said in The Empire Strikes Back before entering the cave on Dagobah.