- “Look, it's been a very, very, very trying pass few days. Months? I don't even know how long has been since New York. All I know is, I got pruned and I woke up here, and now I'm surrounded by Variants of myself, plus an alligator, which I'm heartbroken to report, I didn't find all that strange! And now we're running from Gods knows what to get to God knows where. When I need to be doing is trying to find a way back to the TVA!”
After waking up in the Void, Loki is perplexed by the appearance of four other Lokis: Classic Loki, who is older and adorned in a bright colorful outfit; Boastful Loki, a large black man with a hammer; Alligator Loki, a literal alligator who wears the horns; and Kid Loki, a child version of him. As a giant cloud-like entity shows up in the sky, Classic Loki hurries Loki away and tells him to follow them to survive.
At the TVA, Sylvie drags Ravonna to the Time Court. Sylvie demands her TemPad and questions about the creator the TVA, but Ravonna replies she is just as in the dark as Sylvie. Noticing that this is the same place Ravonna had brought her as a child when the TVA abducted her, Sylvie threatens Ravonna with her life, saying that it is a fitting place to kill her. Ravonna tries to calm Sylvie with the knowledge that Loki is not dead and claims that she wants to help her. Ravonna says that she also wants answers after knowing that the TVA lied to her about the Time Keepers. She tells Sylvie that its is impossible to destroy a branched timeline, so everything they prune is not "reset" but is actually sent to the Void which is located just at the end of the Sacred Timeline. Ravonna offers an alliance, which Sylvie reluctantly accepts in order to find Loki and the ruler of the TVA, returning Ravonna's TemPad to her.
Meanwhile, the Lokis trek across the Void. Loki asks them to stop, so they can answer his questions. Classic Loki repeats that they need to keep moving to survive. Frustrated, Loki yells for them to explain what is going on because he needs to go back to the TVA. The Lokis explain that the Void is the place to where the TVA sends everything they pruned. The creature in the sky, named Alioth, is a storm capable of consuming matter and energy, devouring entire branched realities that appear there in an instant, assuring that nothing will ever return. Loki is surprised by the alligator among them. When Classic Loki confirms that the animal is also a Loki, he is willing to accept it despite of this fact being bizarre. Loki asks why they are so many versions of himself in the Void, in which Classic Loki replies that Lokis are great survivors.
Loki suggests they come up with a plan to escape the Void, but the others shut him down, explaining that their plans to leave the place never worked. There are no TemPads around for them to use and the TVA also doesn't care about what happens in the Void, so it wouldn't matter if they caused a nexus event there. Classic Loki tells Loki that surviving is the only thing left to do. Kid Loki announces that the discussion is over, and they should leave. Because the others follow him, Loki questions why they would listen the commands of a child. Classic Loki tells him to respect Kid Loki because the boy is the King of the Void. Loki is then surprised when Kid Loki reveals that he was snatched by the TVA for successfully killing Thor. They continue to walk, taking Loki to their hideout which is a hatch in the ground, the Loki Palace. Entering the hideout, Classic Loki asks why Loki wants to return to the TVA so much and Boastful Loki jokingly questions if Loki had left his "glorious purpose" there. Loki replies that he sort of did.
Inside the Time Court of the TVA, Ravonna calls Miss Minutes and asks for files regarding the beginning of time and founder of the TVA. However, Sylvie requests the files about the end of time, explaining that because the timeline is still not written, no nexus events happen there, so the ruler of the TVA could be hiding beyond the Void at the end of time and the TVA would never know. When Ravonna says that there is no way to get there using a TemPad or going through the Void, Sylvie threats her again as there is no more use for her. Miss Minutes intervenes to save Ravonna, lying about a "Void Spacecraft" that could get them there safely and Ravonna supports this by explaining more details about it.
When Miss Minutes begins to look through the files, Sylvie quickly deduces that there is no spacecraft and they are actually stalling for time, but then the Minutemen dispatched by Miss Minutes arrive to take her away. Surrounded, Sylvie manages to grab Ravonna's TemPad again before hiding behind the judge's dais. Sylvie questions out loud for the audience to hear if Ravonna was genuine when she said she felt betrayed by the TVA. Ravonna offers to put Sylvie inside a Time Cell reliving a good memory if she just surrenders to them. Sylvie replies that she has a single good memory and prunes herself with a Time Stick to find Loki in the Void. Stunned, the Minutemen turn to Ravonna who tells them that Sylvie is dead.
In the Void, Loki bonds with the others while they tell their stories. Boastful Loki claims his nexus event was killing Iron Man and Captain America before acquiring all six Infinity Stones, but the other Lokis don't believe him. Classic Loki reveals that he faked his own death to survive his encounter with Thanos after the Ragnarok, casting an illusion real enough to deceive the Mad Titan. After realizing that he has caused nothing, but misery wherever he went, he decided to exile himself at a remote planet and remained there for a long time. Eventually, he felt lonely and missed Thor, but when he tried to leave the planet, the TVA showed up and pruned him. Because of this, Classic Loki concluded that the Lokis are supposed to be the "God of Outcasts" on the timeline.
Loki then tells the others his real reason to return to the TVA, speaking about Sylvie. Despite being a female Variant of them, Loki explains that Sylvie is different because she wants to take down the TVA instead of ruling it, and Loki wants to return to help her. To escape the Void, Loki tries to rally the Lokis to help with defeating Alioth, but they laugh at him. Frustrated, Loki tries to leave the Loki Palace alone, but comes across with President Loki and his army of Loki Variants. Elsewhere, Sylvie awakens in the Void and is immediately chased by Alioth. As she runs from the cloud, she briefly manages to connect with it and sees a glimpse of a castle beyond the Void, and also realizes that the creature can be enchanted. She is rescued by Agent Mobius in pizza truck and they drive off.
Back in the Loki Palace, the hideout is overrun with other Lokis lead by President Loki. Boastful Loki reveals that he betrayed them by telling their hiding spot to President Loki, in return of gaining the army of Lokis and being the ruler of the Void. However, in a comical twist, President betrays him by wanting to claim everything for himself, but he is immediately betrayed by his own followers since the other Lokis also want the throne. In a corner of the place, Loki watches every other Loki betraying one another and is ashamed by their actions. President Loki notices Alligator Loki growling at him just before the animal jumps and bites his hand off.
A fight breaks out, but Classic Loki casts illusions that allow him, Loki, Kid Loki and Alligator Loki to quietly escape the hideout. Outside, Classic Loki and Kid Loki are frustrated by their alternate selves, they state that the Lokis are broken, obsessed by their ambitions, and when any of them try to fix themselves, the TVA sends them to the Void to die. Loki tells them that is why he needs to find Sylvie. Classic Loki asks if he really trust her, and Loki replies that she is the only one he trusts and their only chance to bring down the TVA. Convinced by his faith in Sylvie, the Lokis agree to help Loki to guide him to face Alioth for him to escape the Void, but Classic Loki says that they won't risk themselves fighting the creature with him.
In the meantime, Mobius still drives across the Void and talks to Sylvie. He expresses remorse that he believed the TVA were the good guys and thought he was doing the right thing. Sylvie doubts that he thought that destroying entire realities and orphaning little girls are heroic acts. Mobius tells her that he previously believed their reasons justified their actions and remembers Sylvie that she also committed terrible acts. Sylvie tells him that all she did was in order to stay alive and Mobius says that he was also trying to survive. He then apologizes for helping the TVA to hunt her. Depressed, Sylvie then tells him that she pruned herself with the hope to find Loki, but now fears that he might have already been devoured by the storm. She claims to have changed her focus to escaping the Void and finding the ruler of the TVA, then asks Mobius to go back towards the entity. Mobius is surprised as they just managed to escape from the giant cloud, but Sylvie tells him that the creature might be the answer to find the creator of the TVA.
Meanwhile, the Lokis observe Alioth from afar to plan how to kill it, when they see a car approaching them. Kid Loki warns to stay alert, but Loki sees Sylvie and rushes towards her. Loki is relieved to meet Mobius and surprised to see Sylvie. He asks Sylvie if she is okay and how she ended up in the Void. She says that she came to aid him. He introduces the other Lokis and Sylvie becomes surprised to see Alligator Loki. Loki tells her that they plan to kill Alioth, but Sylvie shuts down his idea, believing it won't work. She says that she thinks the creator of the TVA is hiding beyond the Void and using the creature as a gatekeeper, so she wants to enchant it. Loki doubts that this could work, but Sylvie tells him that it is better than trying to stab a giant cloud to death.
Back at the TVA, Ravonna visits Hunter B-15 that was imprisoned inside a Time Theater after helping Loki and Sylvie. B-15 says she wasn't disloyal to anyone since they now know that the Time Keepers are fake, and wants to tell the truth to the other members of the TVA. Ravonna says that the TVA doesn't need the truth, it needs stability until they figure out what is happening in the organization. Ravonna knows that B-15 linked with Sylvie before and wants to know want drives the Variant to attack the TVA. B-15 explains that Sylvie is driven by revenge and killing the Time Keepers. However, after knowing that the Time Keepers aren't real, Sylvie will go after whoever created them.
B-15 then realizes that Ravonna is not really acting to protect the TVA, instead the judge wants to know who is the one behind the organization too. B-15 says that Ravonna will never find this person before Sylvie, because while Ravonna only wants, Sylvie needs it. Leaving the Time Theater, Ravonna calls Miss Minutes and asks for the files regarding the beginning of time and founding of the organization again. Miss Minutes is reluctant to obey, but when Ravonna says that whoever is behind the TVA is in danger and she needs to find them, Miss Minutes accepts the task and disappears.
Later, Mobius sits around a fire with Kid Loki, Classic Loki and Alligator Loki. Mobius questions if the alligator is really a Loki because he cannot recall the TVA capturing him. He tells the Lokis that the alligator could be lying, although this would make him more likely to be a Loki. Kid Loki asks what Mobius will do if he returns to the TVA. Mobius replies that he wants to tell the truth to the people of the TVA. Nearby, Sylvie and Loki sit together and once again bond, unsure of what is to happen to them later. Sylvie tells him that Mobius really cares about him and then reveals that he told her about the cause of their nexus event on Lamentis.
Sylvie claims not believing that her and Loki falling in love caused the event, saying that it sounds like a TVA lie, but both are now unsure how to behave around each other because of their feelings. She explains that she never had anyone in her life and her only focus was to destroy the TVA. As they discuss, Loki claims to be feeling cold and conjures a blanket, then he enlargers it to share it with Sylvie, making her snuggle close to him. Sylvie reveals fearing that Loki will eventually betray her, but he tells her that even if he betrayed everyone that ever loved him, he is changed and will not let her down. Sylvie playfully comments that if the TVA ends, there might be a timeline for him to rule. Hearing this, Loki smiles and asks what she plans to do if they win. When Sylvie tells him that she doesn't know, he says that he doesn't either and proposes that they could figure out together.
Afterwards, they finally prepare to face Alioth. Kid Loki tells them where a branched timeline will appear so Sylvie can enchant the creature while it is distracted. When Sylvie gives Loki the TemPad for him to return to the TVA with Mobius, Loki refuses to leave her side and says he will go whenever she goes. Deciding to stay to confront Alioth with Sylvie, Loki hands the TemPad to Mobius who asks the other Lokis if they want to leave the Void with him. The Lokis refuse, saying that the Void is their home and they intent to keep surviving there. The Lokis also say goodbye to the pair, Kid Loki conjures a sword and gives it to Loki before leaving with the others. Before Mobius leaves the Void through a Time Door, Loki asks him what he will do when he goes back to the TVA. Mobius replies that he will "burn it to the ground" and thanks him for the spark. The two friends say goodbye and Loki hugs him, then Mobius tells Sylvie she is his favorite Loki, making her smile.
Sylvie and Loki then wait for a branch to appear, but Loki becomes unsure when it will happen. He decides to create a distraction himself and put his hand on Sylvie's shoulder to tell her. Sylvie shakes her head for him not to do it, but Loki runs inflaming Kid Loki's sword with magic and calling for Alioth. Loki's distraction doesn't work, and the creature continues to move towards Sylvie who is trying to enchant it. Desperate, Loki runs towards the creature to rescue Sylvie, but she is saved when Classic Loki returns and projects an illusion of Asgard which is convincing enough to lure Alioth. Sylvie wonders how Classic Loki is even casting such illusions, Loki tells her that they are more powerful than they realize.
While Alioth devours the illusion of Asgard, Sylvie takes Loki's hand and tells him they will enchant it together. Loki reminds her that he doesn't know how to do enchantments, but Sylvie says that he does because the two of them are the same. Classic Loki eventually becomes tired, so his projection disappears, allowing Alioth to find him. Proud of his accomplishment, Classic Loki shows no fear while sacrificing himself to help Sylvie and Loki. He shouts "glorious purpose" as the creature devours him, with only his golden horns being left behind. Alioth then moves towards Loki and Sylvie, but the pair manages to enchant it just in time, causing the clouds of the living storm to dissipate, revealing a Citadel in the distance. Holding hands, Sylvie and Loki walk towards it.
- Tom Hiddleston as Loki
- Sophia Di Martino as Sylvie
- Owen Wilson as Mobius
- Gugu Mbatha-Raw as Ravonna Renslayer
- Wunmi Mosaku as Hunter B-15
- Richard E. Grant as Classic Loki
- Tara Strong as Miss Minutes (voice)
- Jack Veal as Kid Loki
- DeObia Oparei as Boastful Loki
- Neil Ellice as Hunter D-90
- Sarafina King as Minuteman #9
- Alvin Chon as Minuteman #10
- Ilan Muallem as Minuteman #11
- Ilan Muallem as Minuteman 90018371
- Lauren Revard as Miss Minutes On-Set Reader
- Alec James Zais as USS Eldridge Sailor
- The title is taken from the Marvel Comic anthology series of the same name where Loki and Thor made their debut.
- In the opening scene, on the TVA timeline screen, places like Vormir can be seen, which is the location of the Soul Stone from Avengers: Infinity War and Avengers: Endgame.
- President Loki, just like Kid Loki, is a Variant taken from the comics, specifically the Vote Loki comic series.
- Loki asks why there are so many of his Variants in the Void, and Classic Loki replies "Because Lokis survive. That's what we do." This is a reference to Loki's fake and real deaths and returns in the MCU, a theme that continues to be mentioned since the previous episode, when Loki told Sylvie that Lokis always survive and later when he defied the Time Keepers by saying that he lost track of the number of times he has been killed.
- When the camera pans below into Kid Loki's hideout, Throg can be seen trapped in a bottle and hopelessly trying to escape.
- Throg's jar is labelled "T365". This refers to Thor issue #365, where Thor is transformed into a frog.
- In an interview, Kate Herron confirmed that Chris Hemsworth voiced Throg in that scene.
- The Lighthouse of Alexandria can be seen, which is one of the seven wonders of the ancient world, as well as the Pyramids of Giza, another ancient wonder.
- Doctor Strange's Sanctum is seen.
- On the supposed Stark tower, neither the A or Stark is written on the side, but instead Qeng is, which is likely a nod to Qeng Enterprises, which Tony Stark sold the tower to in the comics. In the comics the Qeng company is owned and ran by Kang the Conqueror.
- One of the items in the Void looks like Red Skull's spinning rocket from Captain America: The First Avenger.
- A giant helmet of Darren Cross/Yellowjacket can be seen in the Void.
- The Thanos copter from the comics shows up near Yellowjacket's helmet.
- Thor's hammer is seen buried under a hatch.
- The USS Eldridge boat drops into the void, which is based on a real life World War II ship that was believed to be part of a conspiracy theory known as the Philadelphia Experiment.
- Ronan the Accuser's ship from the first Guardians of the Galaxy film is seen when all the Lokis are looking over a hill.
- A crashed hellicarrier can be seen with a HYDRA logo. This could mean that it came from a realty where Project Insight from Captain America: The Winter Soldier was successful.
- The Variants ask Loki why he wants to return to the TVA so badly and if he left his "glorious purpose" there, Loki replies "something like that." This response and later the way he describes Sylvie to the other Lokis, indicates that Loki at this point already gave up on his plan to take over the TVA and only wants to return to Sylvie, considering her his new "glorious purpose". This is confirmed when he chooses to stay to face Alioth with Sylvie instead of returning to the TVA with Mobius and foreshadows the scene in the following episode when Loki tells her that he doesn't want a throne anymore, he just wants her to be okay.
- The "find the man behind the curtain" which is said by Ravonna when referring to the one behind the TVA, is a reference to the film Wizard of Oz.
- Alligator Loki bitting off President Loki's hand is a possible nod to Tom Hiddleston's role as a young Captain Hook in Disney's The Pirate Fairy (2014).
- Classic Loki throwing Alligator Loki might be a reference to Thor throwing Loki during their "get help" distraction technique in Thor: Ragnarok.
- Mobius helps Sylvie while driving a pizza-delivery car. This could be a nod to Owen Wilson voicing Lightning McQueen in Pixar's Cars franchise, since the studio is known for including a Pizza Planet Truck througth most of its films.
- Loki and Sylvie are both Frost Giants, thus immune to cold temperatures. So, Loki claiming to be feeling cold was likely just an excuse to share his blanket and have Sylvie snuggling with him, and she went along with it.
- Loki asks Mobius what he will do at the TVA. Mobius says he will "burn it to the ground", referencing the first episode when Loki said he would burn down the TVA.
- Classic Loki shouts "glorious purpose" before being devoured, suggesting Classic saw his sacrifice as the destiny that had long awaited him.
- "Throg Voice" (July 10, 2021).