As the Black Frequency spills into the Nicholas Building, Burgess and Cribbins run away up a long flight of stairs, pursued by one of the stall-holders, wielding a meat cleaver and screaming that this is all Cribbins’ fault. They emerge from the stairs into the ground-level parking lot of a supermarket; they block the door behind them.
On the train, Dylan meets the leader of the Button Men, Velvet – an animated tailor’s dummy with a metal deer skull for a head. She speaks cryptically about the Court of 3am Eternal, led by the Black Frequency and the Devil, who are wresting control away from Brother Singer; she says that Dylan must act as ‘the bridge’ and carry away regret. It’s all very confusing, and Dylan is relieved when the train stops and lets him off at Flagstaff Station – where he gets a phone call from his distressed father, asking him to come right away to the family home in Brighton.
Burgess speaks to his handler in the Carlton Mob; the lawyer he was sent to kill had other contacts, and now Burgess needs to eliminate someone in Brighton. Meanwhile, Cribbins checks his phone contacts and finds an entry for someone called ‘Young-mi’ who he doesn’t know – it’s the girl in the yellow ballgown he tried to rescue. He calls, but she isn’t happy to hear from him and tells him to leave her alone – he’s done enough to ruin things already. As Burgess and Cribbins compare notes, trying to work out what’s going on, they’re attacked and chased by the furious brothers of the girl Cribbins left behind in Queensland (along with their baby).
Dylan drives past in a cab, headed to Brighton, and sees the two men being chased – and the bottle of orange liquid Cribbins took from Young-mi’s bag. He stops the cab and picks up Cribbins and Burgess, and they get away from the attack. When the cab driver starts playing the black frequency on the radio, they all pile out of the cab in a Richmond back street and again try to make sense of things. When the brothers catch up, Burgess holds them off at gunpoint, and Cribbins convinces one of them to drink the orange liquid. The substance overwhelms the man with sadness, then turns him into a long-limbed monster; the three insomniacs escape in the brothers’ car.
In the back seat, Cribbins finds a home-made music CD for ‘DJ Devil John’, who looks exactly like Burgess; the final track on the CD is the black frequency. Cribbins calls Young-mi again, and she tells him to meet her at an address in Brighton; it’s the same address as Dylan’s family home, and Burgess secretly realises his target is Dylan’s father. He asks to be let out near the house, and he watches as Dylan and Cribbins meet Dylan’s father in the back-yard bungalow. He confesses that his business is going under, and he’s been financing a speed manufacturing operation to regain the family fortune, but it’s all going wrong and he thinks the Carlton Mob is after him. There’s no sign of Young-mi, but Dylan’s father knows her – she was the chief speed cook of the operation.
Outside, Burgess photographs the house with his phone; the photos show details that aren’t present in the real world, such as a security camera watching Burgess and DJ Devil John emerging from a door and walking through the photos towards him. He turns off his phone and hears a car approaching and playing the black frequency – and Young-mi appears outside the bungalow and sets it on fire! Cribbins and Dylan escape the flames with Dylan’s father in tow, and Burgess runs into the yard with the rave gang on his heels; all three of them chase Young-Mi through a strange door in the family home.
They find themselves in a wax-lined tunnel, with Dylan’s father left behind. They follow Young-mi to a locked metal door; through a viewing panel, they see her slumped in what appears to be the inside of a crashed plane. She says that she’s too sad and too weary to go on, and apologises for hurting Dylan’s father; she just wanted to stop Cribbins before he made things worse. As Cribbins searches the valise for a key, Young-mi drifts off to sleep, and the silhouette of the long-limbed monster appears in the plane; when they finally get the door open, the girl is gone.
The three emerge from the plane onto the roof of the Nicholas Building. They see the skyline of a jumbled, over-stuffed Melbourne, with too many buildings from too many eras; walls and buildings are littered with misplaced windows and the partial fuselages of planes. They go down into the building, following a staircase into a massive room filled by a impossibly huge, old-fashioned industrial sewing machine, which stitches together dream-threads and spits out rolls upon rolls of velvet cloth. Dylan sees Young-mi’s face in the cloth as they realise she’s been fed into the machine; she tells them she’s sorry for what she and Cribbins did as the door shuts and the black frequency begins to play again…