Aaron, CEO of Pittman Digital, wakes up in a pre-Blackout world on March 5, 2014, in his swank penthouse next to wife Priscilla. Everything seems normal, but something's not quite right. For instance he spots a man we know as Dr. Horn standing at the back of a Department of Defense press conference on TV, but Aaron can't place him. Priscilla freaks when he picks an uneaten sandwich out of a trashcan. At work, programmers Diego and Palak ask for help with missing code - the same code Aaron was working on in the hotel room in the future. But Aaron's attention is drawn to the TV, where Dr. Rachel Matheson is being interviewed by Chris Hayes on MSNBC. Sure that he knows Rachel, Aaron hyperventilates, panicking Priscilla. After quieting down, he tells Priscilla that he's pretty sure he's dreaming their present reality. Fearing his total exhaustion, Priscilla sends Aaron home to rest, and by the time he wakes up the next morning, he's satisfied that everything is as it should be. The Blackout is the dream! Back at work, Diego and Palak are still missing their piece of code. Just as Aaron identifies the memory leak and picks up a marker to write it in, Diego collapses from an arrow to the neck. Charlie knifes Palak, then screams at Aaron to follow her out of the building - they're coming for him!
Charlie prevails upon Aaron to remember everything - he HAS to. In tears, Aaron finally recognizes her as Charlie, reducing his perfect dream life in shambles. Charlie reminds him that the nanites are dying and are trying to take over his mind to trick him into fixing the code. The only way for Aaron to regain control is with the help of his friends and family. Just as Charlie offers to help Aaron find Rachel, Dr. Horn and a group of Patriots shoot her in the forehead. "We're going to need you to fix that code!" Horn shouts. Aaron hops in a cab bound for Chicago. By nightfall, he's hiding in a parking garage, waiting to ambush Rachel. When he fails to jog her memory, Rachel tasers him. Suddenly, a gun appears in Aaron's hand, so he aims and apologetically demands she take him to Miles as Horn and his Patriots march up.
Once convinced Aaron really does know all about her, Rachel takes him to the fleabag motel where Miles is slowly drinking his life away with the help of his buddy, Monroe, who's back to being a nice guy. Aaron tries to talk them into defending him - they need to be who he needs them to be - now! When the Patriots bust in to drag Aaron away, Miles and Monroe suddenly find themselves with weapons in their hands. Together with Rachel, they take out the Patriots, claiming they finally remember everything. If all this is happening in Aaron's mind, Rachel counsels, he should be able to control it. What makes Aaron wake up when he's dreaming? Since what wakes Aaron is falling, Miles and Monroe hot wire a car and drive Aaron back to his building in Minneapolis so he can jump off the roof and wake up, thus depriving the nanites of the code.
Scared to death, Aaron closes his eyes to jump. When he opens them, Miles, Monroe and Rachel are gone. Standing in their place is Priscilla, who explains that she (now representing the nanites) sent his friends away because they were helping Aaron resist. Aaron could save the nanites and stay in limbo/paradise with nanite Priscilla forever. Resisting, Aaron falls backwards off the building, straight into Dr. Horn's lair. As the nanotech, Horn presses a scalpel to Aaron's cheek, promising to make his life hell if he doesn't capitulate. Using everything he's got, Aaron wills himself back to the crappy hotel room in Lubbock, Texas where the computer is in flames and Peter and Priscilla lay unconscious on the floor.
Aaron takes Priscilla to the edge of town to lick their wounds. Suddenly, the wind picks up and the power flickers on and off; the nano must really be dying. It takes Aaron and Priscilla five days to walk back to Willoughby where they're greeted by Miles and Rachel, who immediately want to show them something. The Patriots are looting stores, stockpiling electronics and weapons. Suddenly bolts of lightning explode all around, killing the Patriots. The foursome makes a dash for the store, where old computers flicker off and on. That's when a bolt of lightning crashes through the window to strike Rachel. With Rachel dying, Aaron finally turns to a computer and fixes the code. Horn appears again, looking hearty and healthy. Now that Aaron has fixed them, the nanites are moving on to other things. It's time for Aaron to really wake up...
On the floor of the Lubbock, Texas hotel room, Aaron opens his eyes, only to find Peter smiling at him and Priscilla. It's a miracle! Aaron has fixed the nanites, so he's free to go. Haunted and beaten, Aaron and Priscilla stop on their way out of town. Neither of them has any idea what the nanites will do now. All Aaron knows is that he wants to go home.