We meet Maxx as he attempts to save a woman from thugs. The police arrive on the scene, and the thugs accuse Maxx of attacking them. So Maxx is carted off to jail, the thugs go free, and the woman becomes the prey of Mr. Gone -- occultist and serial rapist/killer. We meet Julie Winters, freelance social worker, as she bails Maxx out from jail. As the episode progresses, elements of Maxx's fantasy world, "The Outback" are introduced.

Mr. Gone claims another victim, Glorie, at the laundromat. Julie receives an call from Mr. Gone, placed by an Isz, one of his many servants. Gone has set his sights on Julie. Maxx finds the Isz making a call and follows it straight to Mr. Gone. As usual, Maxx expresses his thoughts, and forgets that he's talking out loud again.

Julie is kidnapped from her apartment by a band of Isz. Maxx and Mr. Gone battle at the Gas Station. Thinking he's won, Mr. Gone returns home, where Julie Winters waits, tied up. After a revealing exchange, Julie manages to free herself and attacks Gone just before he reveals a dark secret to her...

Maxx chases an other Isz, only this time the two worlds, the City and the Outback, collide. The Isz leads him to another battle with Mr. Gone. Maxx stops fighting when Gone reveals that he knows the origin and truth about Maxx. They have a long talk. Maxx questions Gone's revelations over a roof-top pedicure with Julie. We discover that Julie was raped and left for dead many years ago. We begin to understand why Julie is hiding from this truth.

Meet Sarah and her mother, clients of Julie's who are mysteriously linked to her past. Sarah's father, who bears a strange resemblance to Mr. Gone, shot his co-workers and then himself some time ago. Sarah goes to talk to Julie and confesses that she's been carrying around one of her father's guns. Sarah also tells Julie how she was humiliated at a school dance by her friend, Jimmy, betrays her in order to gain popularity. Sarah considers shooting Jimmy for revenge...

Sarah meets up with Julie and Maxx. The three of them get car-jacked by a group of Isz masquerading as punks. Maxx prevails, but when Sarah sees one of the punks die and become an Isz, it's too much. With gun in hand, she threatens suicide. Maxx and Julie talk her out of it, mostly...

Maxx falls asleep on Julie's couch and dreams that he is is an episode of his favorite cartoon, "The Crappon In a Hat." In the dream, Maxx is chased by his fears of knowing the truth of his identity. Also in this episode, Julie explores deep into her own "Outback."

Mr. Gone sends Mako, a half-shark/half-human villain after Maxx. They have a battle across the city, while Gone speaks to us from the inside of Julie's head... Ironically, Julie and Sarah's mother, Tilly, talk about TV violence in cartoons.

Julie's in the bathroom. Maxx finally takes Julie to the Outback. However, the scale is different and Maxx and Julie are the biggest things there. Sarah finds a piece of talking clay at school. Mr. Clay wants her to take him to Julie's apartment. Mr. Clay promises to show Sarah her spirit animal in exchange for taking him to Julie's apartment. Mr. Clay's voice is strangely familiar. Maxx continues to battle the Isz. Mr. Gone appears in Pangaea and watches Julie discovers a fort that she had built as a child. She also remembers her pet rabbit. Mr. Gone attempts to halt Julie's memories, for his own safety.

Sarah finds her spirit animal. Maxx tries to get to Julie, but in the process, his mask falls off, and reveals what's underneath. Mr. Gone explains to Julie that her communication with her other selves has damaged the barriers of the two worlds. Julie and Maxx flashback to this world and end up on top of a mailbox. Sarah finds them, takes them back to Julie's apartment. Once inside, they discover the truth about Mr. Clay.

Mr. Gone uses a captured doctor to replace his head (which got recovered by an Isz from Julie's apartment). Meanwhile, Maxx tells a bunch of kids a story relating to his origin, specifically where he got his claws. Julie continues to question her relationship with Maxx while sitting on the toilet. We flash to the Outback where Maxx battles many strange creatures.

Mr. Gone tells a story of Julie as a little girl. We learn of Julie's parents and their personalities. Young Julie finds a bunny that's been hit by a car. The way the parents deal with it scars Julie deeply. During that time, she learns how to deal with problems. Julie and Sarah clean out Julie's apartment. Julie is leaving. Sarah finds the blood-stained shovel. Julie tells her to throw it out, all the while, pulling roots from her badly cared for plants.

Julie tries to help Maxx understand that she has to go. Maxx wonders what will happen to his reality when she leaves. Maxx finds Gone's head. Gone tries to explain the truth to him. Unfortunately, everyone likes to shut Gone off before he's finished. Back in Maxx's Outback, Maxx is trapped by Isz and pulled underground. Julie has a final talk with Maxx. She closes the door behind her, just as in the Outback, Maxx discards his outfit and mask and walks through a blinding white portal. We close on a scene of Maxx's new outback.