Kipling is sewing a cork into Niles's head in a motel room while he drinks many minibar bottles of booze. With magic he makes contact with Niles's spirit. He intends to use Niles's trapped spirit to fulfill a to-do list.
Baphomet is summoned so that Kipling can use Niles to ask her if she'd consider settling down with Kipling.
Baphomet sees through the ruse and tells him she's not interested in playing his games.
The door opens and Kipling is unhappy to see who it is.
In the mansion, Madame Rouge continues to make tea and avoid answering questions while trying to suss out when Niles will be back.
All the team members are scratching compulsively for some reason.
Rouge can't remember her name or why she's looking to punch Niles. She does know that she arrived by time machine. Cliff insists that time travel doesn't exist.
Rouge has them bring her time machine in. Rita sees the jumpsuit hanging inside and recognizes it from the doppelganger who pushed her back into the lounge to get killed.
Rouge doesn't take the news that Niles is dead well. When she proposes that she travel back to find him before he dies, Rita surreptitiously breaks a valve off the machine.
As Rouge says goodbye, the team starts to scratch again.
When the machine doesn't work, no one wants to help Rouge fix it.
Rouge wants Larry to take her to the alarm box, rejecting Rita's offer, but Larry feigns a stomach issue and Rita grabs her hand.
Vic is left to fix the machine.
Larry runs to his room and vomits.
Cliff tries to find a doctor to diagnose his condition, but they don't take him seriously. Meanwhile, the metal on his head starts to degrade.
Jane starts to build a scarecrow and doesn't notice a fly crawling up her nose.
Vic notices a wound that is spreading quickly but hides it when his father walks in. Remembering what his dead mother told him, Vic asks his father if there was another way to save him besides adding body tech. Silas reveals that he's been suspended from work because Vic tried to help Ronnie.
Vic tells Silas about seeing his mother in the afterlife. Silas admits that they had invented synthetic skin that could've been used on Vic instead of the cyborg implants.
Rita chats with Rouge about Niles and his relationships with the team. Rouge can't remember what she's looking for but her gut says she's not on the right track.
Rouge tells Rita that her clinginess is weird and annoying. Rita tries to get her to remember seeing her face before.
Rouge finds another keyhole next to the alarm box and turns the key in it. A chessboard behind them slides open. In the exposed opening, she finds a film reel.
Cliff finds Jane and her scarecrow Niles. She plans on lighting it on fire but Cliff recommends she talk out her issues with Niles with the scarecrow. He tells her about Niles's ghost.
Rita finds Larry in the greenhouse where he's making peace with the fact he's dying again now that the Negative Energy Spirit is gone.
She tells him about seeing her doppelganger. She has multiple blemishes on her face. Larry has blotches forming on his bandages.
Rita has a sudden attraction to Larry, much to his concern. Especially after she licks his head.
Rouge is watching the film reel which is produced by the Sisterhood of Dada. It doesn't jog her memory.
Vic continues to work on the machine and bleed.
Rita's hair starts to come out in clumps. She screams. Larry rushes to her but trips and falls on the stairs, seeming to break all his bones on the way down.
Rouge suddenly performs a series of movements after gazing at the woman in the film reel intensely.
Cliff is corroding more quickly. Jane is vomiting maggots and turning green. Her eyes go white. Cliff deactivates.
At the end of the film, the cat, Laura DeMille, turns into a bird that transforms into a woman who looks exactly like Rouge. They perform the movements she did.
Running into the hall to tell everyone she knows who she is, Rouge encounters the team, now brain-seeking zombies.
Kipling arrives. He has a videotape with Darren Jones holding Niles's head hostage.
Rouge comes up with an idea. Kipling opens a portal to Jones's hideout and gives Rouge a chunk of petrified dragon urine.
Kipling and the team enter the barn. Jones arrives and starts ranting. Rouge is on the roof, planning to turn into a bird and drop the rock on Jones.
She has difficulty turning into a bird. She turns into an ottoman instead and the rock blows up harmlessly on the ground.
Jones reveals that he is now a were-butt. And then he summons a herd of other were-butts.
The zombies chow down on the butts while Rouge tries to get Niles's head from one were-butt.
Once the were-butts are dispatched, Kipling and Rouge grab Niles and run through the portal, chased by the team looking for brains. Niles insists he can save them if Kipling feeds him and his brains to the team.
Kipling refuses but Rouge agrees. Kipling leaves and Rouge takes the opportunity to ask Niles about her identity. He tells her that they are not friends but he'll give her the location of documents explaining everything as long as she stays away from the team.
Rouge leaves Niles's head in the library for the team to find. When they do, Jane hesitates but Niles begs them to eat him. So they do.
Afterwards, no one wants to talk about what they did except Cliff. Larry comments on how simple life as a zombie was.
Rouge has the file on Laura DeMille and it contains a letter signed by Niles recommending her immediate termination.
Jane sets the effigy of Niles on fire.
Cliff orders some online drugs.
Larry finds a lump on his abdomen. He vomits again and considers the idea he might be pregnant.
Vic imagines what he'd look like without his implants.
Rita tries to grill Rouge but is surprised by the woman's tears.
Rouge notices another person in the film and she looks like Rita.
Stinger scene: amidst the carnage of were-butts, one were-butt is running straight to Cloverton.