Musician Larry Underwood is on the cusp of his big break when "Captain Trips" strikes New York. Alone and wandering an empty city, he meets an alluring new acquaintance also desperate to escape. Meanwhile, an incarcerated Lloyd Henreid comes face-to-face with Randall Flagg, The Dark Man himself, who makes him an enticing offer.

The Boulder Free Zone Committee looks to solidify their leadership and bolster the community with a town hall meeting, but Flagg continues to make inroads as he plots to destroy the newly-forming society from within.