In the wake of the Beast's attack, there is a chaotic scene in the classroom, with some professors attempting to get coherent stories out of the students, and others investigating the room. This is intermingled with Quentin's brief memories of things during the attack: moths flying around, the Beast gesturing to kill the professor, the Beast's hand over Quentin's mouth, Dean Fogg's eyes in a classroom desk, Alice doing a spell in the midst of the swarm of moths, the mirror breaking.
Julia and Pete arrive in a room in a rundown area, which Pete says was once "the finest meat packing plant in town", now abandoned. Julia notices the star tattoed on Pete's arm; Pete says they are earned, and Julia will eventually get an armload of them. Pete leads her to a room with other people, "my associates". One woman he doesn't recognize; she says "I'm Marina. I'm new." Pete takes Julia and Marina on a tour of the plant. Julia doesn't know why she's here; Marina says they are hedge witches. Pete tricks them into entering a meat locker which contains their ingredients, and magically locks it behind them.
In the Brakebills classroom, stories and memories continue: the Beast walking around, surrounded by moths, the students frozen, a watch carried by the Dean disappearing and appearing in Quentin's hand, immediately followed by the Beast staggering away from Quentin, the students unfreezing and running out of the room, Kady throwing magic at the Beast which seems to hurt him, the Beast responding with more magic, Alice throwing magic which causes the Beast to stagger back and escape through the mirror and Penny shatters the mirror. After which the watch dissolves into sand. Professor Sunderland explains that the Beast is from another world, and the school's wards should have kept it out; they will find what happened, and if a student is found to have let it in, they will be expelled.
Julia and Marina search the meat locker for anything useful, they figure this is a test. They find nothing actually useful, though they have to deal with an apparently dead man, who Pete uses to tell them they really need to find their own way out. Marina is mostly being scared and flustered, but Julia takes charge in solving their problem. Julia figures out a spell to give them some warmth so they don't die of frostbite.
Quentin and Alice are worried whether the spell they did caused the Beast to be able to get in; Margo and Eliot take them to the Physical Kids Cottage, like a fraternity house. Quentin lets Eliot know about the spell they did and his feelings of guilt, but he can't risk being expelled, for the first time in his life he's in a place he belongs. Eliot says it's not so big a deal, "there's a bad story every few years around here." More importantly, he says Quentin's feelings are not unusual at Brakebills: "magic doesn't come from talent. It comes from pain."
Quentin is looking in one of his Fillory books. Alice comes to apologize for getting him into the spell, but when he showed up with that sign on his hand she couldn't pass up the chance he could be useful. He explains the sign came when he was in a dream of Fillory, and speculates whether Fillory might be real. Alice says no, there are other real worlds, but Fillory is just juvenile fantasy. But Quentin says the Chatwins, the characters in the story, were real. They watch a video about the Chatwins, and Christopher Plover, the author of the books, and about how Martin Chatwin and Jane Chatwin both disappeared mysteriously. Alice says that's fine, but for now they need to hide the evidence that they did the spell, which means the book they got it from.
Penny and Kady are outside, and Penny says he's leaving; he's still hearing voices, not just Alice and Quentin. All his life he's heard the voice of some magician who has given him helpful advice, which ended when the Beast walked in the mirror; he's sure he's been duped by the Beast all these years, so he's leaving. Kady asks him to come with her for something
Julia works out the heat spell, with some help from Marina, who is sounding out Julia on her interest, even fascination, with magic, which Marina shares.
In Professor Sunderland's office, a magical map alerts her to something on campus. She goes to investigate.
At the Physical Kids Cottage, Kady goes through a drawer to find an amulet and a book. She takes Penny outside, where they run into Quentin and Alice...and Professor Sunderland arrives and tells them she found the spell book that they buried in the woods.
Quentin, Alice, Kady, and Penny separately tell their stories to Professor Sunderland, all trying to deflect suspicion and avoid blame, but Professor Sunderland can tell that the book was used for the spell that admitted the Beast. Penny derails the investigation by (apparently) saying just what happened. Professor Sunderland asks Quentin to see her, and sends the others out.
Out on the campus, Quentin runs into Eliot; it looks like everyone knows Quentin was found out, and "they're bringing in a Specialist" to wipe Brakebills from Quentin's mind in preparation for expelling him. Quentin is in despair about returning to his old life without magic and meaning. Quentin calls Julia's phone, and can only leave a message saying he's sorry.
Julia and Marina do the spell for warming, and it works. Then they work to figure out how to get out of the meat locker.
Quentin runs into Penny and attacks him for telling on them; Penny says he just told the truth, just not all of it. Quentin remembers the battle magic that Kady used on the Beast, and tries it against Penny; it bounces, throwing Quentin across the park. Professor Sunderland intervenes, and sends both to the Infirmary.
At the meat locker, the door falls open, letting out Marina and Julia, who had figured that there was no magic to undo the door, she just unscrewed it with scissors. Pete and all of the other members of the group are there and applaud; the goal was to realize that "not everything gets solved by magic." Julia is annoyed and tired of proving anything to Pete; Marina says Julia was really proving herself to Marina, who rolls up her sleeve to display many more tattoed stars than Pete has, which Pete calls "level 50". Marina calls herself the "top bitch in New York, for starters," and she praises Julia's brains, passion, curiosity, so she offers to teach Julia everything she knows. Marina suggests that a lot of what she has available comes from Brakebills.
In the Infirmary, a healer does healing magic on Quentin and Penny. Penny remarks on how Quentin's spell bounced on him, and holds up the amulet he got from Kady.
In a car at night, Pete and Marina wait for Kady; Pete says Kady might be not cooperating any more, but Marina says "she doesn't have the option." Kady arrives and says she couldn't get the amulet (that she gave to Penny), but she'll find another; she turns over a book with more spells. Marina gives her another list of things to get, this week; she clearly has some hold on Kady.
In their dorm at night, Quentin sneaks over to Penny's bed, and slips the amulet out from under Penny's hand.
Quentin reports to a Professor's office, and finds a woman named Eliza, who had been the paramedic earlier. She says she was there to make sure he got to Brakebills. Now she is the Specialist who is to wipe his memory. He asks why she gave him the sixth Fillory book manuscript; she thought he'd like it. When it comes to wiping his memory, she stops and tells Quentin he's a better liar than she expected, which is good; he's not very remarkable, smart but no genius, nothing special in magic, and so eager to belong he forgets why he's here. The dream he had of Fillory, she had as well, and she's seen the Beast before. He has no special destiny, but now that the Beast knows him, he needs to get strong and learn fast. Which is why she's pleased at how he has the amulet in his pocket, which she takes from him. She will tell the school to give him another chance; they'll respect her.
At a New York bodega, Marina walks in like she owns the place, and an attendant opens a secret door for her, which leads to her group's work area. Julia is there getting her first star tattooed to her arm.
Eliza is at the Infirmary, and goes to a room where Dean Fogg is lying, bandaged over the eyes and hands. There are magical boxes on his hands. She says she knew "he'd come", just not so soon. He says "no one is ready. Quentin, Penny, they're not built for this." He tells her to "go back. Find the Beast. Kill him." She says it's not that easy.
- Jason Ralph as Quentin Coldwater
- Stella Maeve as Julia Wicker
- Olivia Taylor Dudley as Alice Quinn
- Hale Appleman as Eliot Waugh
- Arjun Gupta as Penny
- Summer Bishil as Margo Hanson
- Jade Tailor as Kady Orloff-Diaz
- Rick Worthy as Henry Fogg
- Anne Dudek as Pearl Sunderland
- Kacey Rohl as Marina Andrieski
- Michael Cassidy as James
- David Call as Pete
- Esmé Bianco as Jane Chatwin
- Lev Grossman as Dev Fleischman
- Anthony Marble as The Beast
- Hiro Kanagawa as Professor March
- Valerie Tian as Healer Faye
- Oliver Mahoro Smith as Ralphie
- Edwin Perez as Eugenio
- In the video that Quentin and Alice watch, with author "Dev Fleischman" talking about how Christopher Plover wrote the Fillory books, "Dev Fleischman" is played by Lev Grossman, the author of The Magicians trilogy.