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During the events of October 2013, Rachel Amber’s absence from Blackwell Academy is the subject of much speculation among the students school faculty. While her family members believe she had run away, her best friend, Chloe Price believes something may of have happened to her during April 2013. Neither party are aware of the circumstances surrounding her abduction by Mark Jefferson, assisted by Nathan Prescott of the Vortex Club.

"Chrysalis"

Secondhand Accounts

Upon discovering her missing persons poster in the halls of Blackwell Academy, Max Caulfield begins to wonder about who Rachel Amber could be. After saving Chloe Price from being shot by Nathan Prescott, Max wanders the campus of Blackwell and encounters several more missing persons posters on scattered across the campus grounds.

Speaking with the likes of Daniel DaCosta, she inadvertently learned that Rachel Amber became his muse after she asked him to draw her portrait once. When Max investigates further, Daniel admits that he never knew her personally, but recounts that Rachel stopped coming to class after she "disappeared". Rumors that she ran away or committed suicide by jumping off a cliff began to circulate. Daniel considered Rachel a "natural" figure to draw, but thought Max was a good “good substitute muse”.

When Max introduces herself properly to Stella Hill, a student from Mark Jefferson's class participating in the Everyday Heroes contest, she tells Max about her shared class-wide attraction for Mr. Jefferson and that she learned of from a "reliable source" that Rachel and Jefferson slept together. Stella never knew Rachel, but was keenly aware that she hung out with Victoria Chase and the cool clique, from where "insane stories about Rachel" likely originated.

Hayden Jones, a member of the Vortex Club, affirms Stella's account, speaking highly of Rachel Amber, who used to hang out with the Vortex Club members. However, he believed Rachel was a completely different level of "cool" than the Vortex Club itself despite the fact that she was not a member. Rachel Amber's reputation was such that even Victoria Chase begrudgingly respected her, even if she didn't act like it. When Max asked what he thought happened to her, Hayden believed it was nothing good considering she disappeared "without a trace".

Justin freely admits that Rachel and her "punk friend" used to hang out and skate with them. He hoped that, despite her disappearance, that she was "living the dream somewhere". If she wasn't he would round up the skate posse and hurt whoever harmed her.

Speaking with Evan Harris, a fellow photographer from Mark Jefferson's class, Max browses through his portfolio and notices that he photographed Rachel Amber at least twice in 2012, a year prior to her disappearance in April of 2013. Evan expresses that Rachel was his favorite model, primarily because she knew what angles worked best for his eye. He goes on to say that he and Rachel were close, "like brother and sister in arms".

Rachel never judged him and understood him. He disliked the fact that she hung out with the Vortex Club, assuming she was a member of their group, but appreciated that she never pretended care about what people thought about her affiliations: "Her friends were friends". He, like Hayden, also didn't think anything good happened to her following her disappearance.

Outside of the Prescott Dormitory grounds, Max encounters Samuel, a janitor of Blackwell Academy. She asked if he knew anything about the Missing Persons posters. Samuel, confused, assumed Rachel had put the posters up. Max thought the posters made the campus look sad. Samuel considered Rachel was "sunlight" that couldn't be colored over.

Max asked if he knew what happened to her, Samuel told her it was better not to "dwell in the past". He thought Rachel was a "Prism", and something to regard with awe. He told Max that Rachel was like the battery: both positive and negative.

When exploring Victoria's room for evidence that she lied to Juliet Watson about Dana Ward sexting her boyfriend Zachary Riggins, Max discovers a vandalized missing persons poster on her shelf. Rachel's eyes and lips are crossed out and the words "WHO CARES? BITCH" are written on the paper in red marker.

Rachel and Chloe

After she reunites with Chloe, Max discovers a photograph of Chloe and Rachel in a box where a CD Chloe wanted to play was in. Chloe snatches the photograph from Max as she realizes the photograph of Rachel used in the missing persons poster is a cropped version of the one in Chloe's possession. Reluctantly, Chloe reveals the nature of her relationship with Rachel and what they intended to do once they got enough money.

Rachel Amber wanted to be a star; a model specifically. She was going to move out of Arcadia and head to Los Angeles with Chloe. But, after she disappeared six months ago, Chloe became worried about her absence. However, Rachel's parents were "in denial" that anything horrible had happened to her. Chloe could do nothing except distribute the posters. Later, Chloe confessed she owed at least three grand to someone trying to gather enough money to for her and Rachel, despite her friend's disappearance. Glad to be reunited with Max, Chloe hopes that the two of them can find her.

As snow begins to fall over Arcadia Bay, Victoria tears another missing persons poster from the outside billboard before acknowledging the snow. The episode ends with a close up on a red folder with Rachel's name written on it.

"Out of Time"

Rachel and Samuel

After leaving the Prescott Dormitory, Max goes to speak with Samuel, who is sitting on the bench and watching the birds eat beside him. When she investigates the maintenance room, Max finds photographs of Rachel Amber posing alongside her missing persons poster and wonders how Samuel got them. When she asks him about the photographs, he tells her that Rachel Amber was giving out her photographs "like a Squirrel chasing food".

Samuel was aware of her ambitions to become famous and adds that he was investigated by the police regarding Rachel's disappearance. The police wanted to know what kind of person Rachel was, Samuel described her as a "good egg". Samuel told Max to "keep prying" about Rachel's disappearance since she had time on her hands. Before she heads for the Two Whales Diner, Max spots David Madsen speaking with Nathan at the front of the school. She suspected their conversation had something to do with Kate Marsh or Rachel.

Two Whales Diner

Outside of the Two Whales Diner, while waiting for Chloe to arrive, Max spoke with a Man complaining about the state of reporting in the news. He brings up the subject of missing girls and believed that Rachel Amber left because she had grown bored in Arcadia Bay.

Down in the alley, Max spoke with a homeless woman about Rachel Amber and Chloe. The homeless woman mentioned that Chloe was always hanging around Rachel. When she was by herself, Rachel mingled around the diner a lot. The homeless woman saw her once with an older man she assumed was Rachel's father.

Rachel spoke with the homeless woman sometimes, usually about her troubles at school and her desire to become a model in California. The homeless woman observed that Rachel seemed distant, but was nice to her. While she hoped the girl was alright, she told Max that you couldn't save everyone.

American Rust

At the junkyard, Max discovers Chloe and Rachel's clubhouse. Inside, she finds mementos of their relationship, including handmade bracelets with the first letters of their names, a mixtape CD that Chloe made for Rachel called "Rachel Songs" and pictures taken of the two in a photo booth.

Max, jealous at the closeness of their relationship express hurt over seeing how important Rachel was to Chloe. On the wall nearest to the exit, she found the messages "Chloe was here" and "Rachel was here". Max may write her own message, "Max was here", below Chloe and Rachel's, calling them a "trio". Before she leaves, Max discovers a poster for a Vortex Club block party that took place March 28, 2013. Max believed Rachel attended the party before her disappearance. During their encounter with Frank Bowers, Chloe notices that he is wearing one of Rachel Amber's blue bracelets and demands to know why he was wearing it.

Frank tells her that it was given to him by a "friend", but Chloe doesn't believe him and tries to take the bracelet from him. Frank threatens her with his switchblade, provoking Max to pull a gun on him. She may or may not pull the trigger on him. Following their encounter with Frank, Chloe and Max take a moment to relax on the railroad tracks to talk.

After explaining her relationship with Frank, Chloe wished Rachel was still with her so that she could meet Max. Max wondered if she and Rachel would be friends, Chloe believed the two of them weren't so different: Rachel was a smart mouth like Max and had an eye for art and photography as well. If they're circumstances had been different, Chloe believed the three of them would've been best friends.

"Chaos Theory"

Rachel in the Dark Room

When Max meets Chloe outside the dormitories at the front of the school, she tells Chloe that she felt that Rachel was guiding them to the truth. Chloe, not caring about the truth, just wanted to find her friend, afraid of where she might be after all this time. Chloe hesitates to ask Max whether or not she thought Rachel may be dead.

In Principal Wells's office, while Chloe is searching Wells's computer for information, Max finds Rachel's school file alongside Chloe's inside a unlocked vault behind the desk. Rachel's file was the opposite of Chloe's, with a near spotless record and high GPA. Following the discovery of her file, Chloe happens upon a file on the computer that describes accusations by David and Nathan that Rachel brought drugs onto campus.

Later, in the Blackwell Academy Gym, Chloe and Max take a swim in the heated pool. During that time, Chloe brings up Rachel, wishing again that she was here with them and that she had met Max. Max, confident that she'd meet Rachel eventually, believed everything connected to Rachel and Kate was related. During their conversation about Max's powers, Chloe compliments Max, referring to her as one of the smartest people she knows. Max questions if that meant she was smarter than Rachel Amber. Irritated, Chloe told her that she was not Rachel's "groupie".

The Secret Life of Rachel Amber

At Chloe's house, when Max is searching for dry clothes to wear, Chloe suggests wearing the clothes Rachel left in her closet, since they were same size. Max is immediately mistaken for Rachel by Joyce Price, who recognized the clothes as Rachel's.

In David's garage, Max finds a incident report written out by Anderson Berry. Officer Berry elaborates that he picked Rachel Amber up on the school grounds for carrying illegal narcotics as reported by David himself. David's own investigation into Rachel Amber revealed that she was seeing Frank, cutting school and visited the Lighthouse at least once before she disappeared.

Max summarizes that Rachel Amber was seeing Frank romantically and tells Chloe. Chloe, however, believed that Rachel was pretending with Frank. Wanting to prove her friend wrong, Chloe and Max decide to break into Frank's RV.

Outside of the Two Whales Diner, Max speaks with a Trucker who encountered Rachel Amber before her disappearance. He tells Max that Rachel asked for a ride to Los Angeles once, but paid him or his truck little respect. Max may rewind time and use the information the Trucker gives her about his 1977 Needham eighteen wheeler truck, leading with that she was told about it by Rachel Amber. The Trucker states he only knew Rachel from diner and believed she was a gold digger that belonged in California with other people like her.

Inside the diner, Max speaks with Frank. He recognizes Rachel's clothes on Max and tells her that hanging out with Chloe and playing with guns doesn't make her "tough". When Max asks how he knew the clothes she was wearing were Rachel's, he freely states that Rachel looked beautiful in them while Max "looked like ass".

Nathan Prescott, who mistakes Max for Rachel Amber at first glance, calls her "Max Amber" and insults her appearance. Max speculates that Frank provided Rachel Amber and Nathan with "party supplies" for the Vortex Club. Nathan denies this, claiming Rachel "partied like a fiend" on her own and more than himself, something even Officer Berry was aware of.

If Max rewinds after Nathan mentions the "Blood Oath" Frank took for Rachel, she uses the information against him. Nathan demanded to know where she heard that from. He rants, saying Rachel knew that Frank was loser and only wanted access to his drugs. She posed for photos he took of her for that exact reason.

Speaking with Frank one last time, Max mentions a photograph Rachel gave him. Taken aback, Frank assumes Chloe was the one who told Max about it. Max lies, saying that one Rachel's favorite photographs was the one she took with him. With his guard down, Frank takes a cropped version of the photograph of himself and Rachel out for Max to see. Frank believed Rachel was a natural beauty.

After stealing Frank's keys, Max and Chloe enter his mobile home to investigate. While Chloe was browsing his computer, Max used a knife to pry open a vent in his sleeping space. Inside the vent she found a accounting book that contained photographs of Rachel taken by Frank, and notes written to Frank by Rachel concerning two instances where they got into arguments with each other.

Max shows Chloe the accounting book and Chloe is hurt by the sight of the photographs and letters. She goes on to say that Rachel betrayed her by lying about her relationship with Frank. Remembering the letter Rachel wrote, Max argued Rachel never said anything to Chloe because she knew how she would react. Max attempted to remind Chloe that Rachel was missing and that no one had betrayed her. Chloe, however, refused to believe her.

"Dark Room"

Resuming the Search

Chloe and Max's investigation into Nathan Prescott and the Prescott Family using the evidence and the surveillance record from David Madsen, leads them to an old barn out the outskirts of town belonging to Harry Aaron Prescott, one of the oldest family members in the Prescott family. Investigating the barn, they find a floor hatch that appeared to be newly installed. Once Max was able to pry the padlock free from the door, she and Chloe entered the bunker and guessed vault door code.

Inside the "Dark Room" Max discovers a cabinet full of red binders full of photographs of young women (presumably all from Blackwell Academy) who were subjugated to the same ordeal Kate described to Max. Chief among the binders were Rachel and Kate.

In Rachel's binder, there were three photographs of her tied up, conscious and unconsciousness. Max noted that, in only photograph of a conscious of Rachel, she was furious at whoever was taking her picture. The final photograph of Rachel, in the junkyard with Nathan Prescott lying next to her, Chloe starts to panic and realizes that she may have suffered the same fate as Kate and might have died. She tries to deny the fact Rachel was attacked and claims that perhaps Nathan paid her to pose for the photographs. Chloe deduced that the third photograph was taken at the junkyard and the two of them leave the barn to investigate.

Rachel Amber in Junkyard

Upon arriving at the junkyard, Max and Chloe head over to the location that Chloe believes the third photograph was taken, they unearth Rachel's shallow grave with their bare hands and discover Rachel's decomposing body. Chloe vomits from the smell and promptly breaks down over the realization that the woman she loved had been murdered. Unbeknownst to either, the transparent doe from the previous day watches from a distance and bows her head before vanishing.

At the End of the World Party, Chloe receives a text from Nathan stating that he would be getting rid of evidence of Rachel's murder in the junkyard. When the two arrive, Rachel's body is still exactly as they left it. The two are later attacked by Rachel's actual killer, Mark Jefferson. When Chloe is shot in the head, she lands directly over top Rachel's grave.

"Polarized"

Nathan Prescott's Mistake

When Jefferson admits that he used Nathan Prescott for his family's financial connections to build the Dark Room, he expressed that Rachel Amber's death was "tragedy". Jefferson explained that Nathan tried to become an artist like him, but instead gave Rachel an overdose of the drug used to knock her out.

Max accuses Jefferson of killing both Chloe and Rachel, Jefferson mockingly reassures Max that the two are "fucking together in heaven". Jefferson considered Rachel's death a "favor" to her as he believed Los Angeles would've eventually "killed her".

When Max demands to know why Jefferson chose to prey on Rachel, Jefferson admitted that he believed Rachel was "special" and adaptable to her environment like a chameleon. Jefferson believed he had a connection with Rachel. Max demanded to know if Rachel ever consented to his taking photos of her, Jefferson merely stated that Rachel had been love with him and loved having her picture taken. Bringing up her relationship with Frank Bowers, Jefferson dismissed it as Rachel being infatuated with the idea of a "bad boy" and that she was over Frank before their relationship "began".

Final Words about Rachel

Inside the Two Whales Diner, Max finds Frank inside being tended to by Joyce. Angrily, Frank lamented the gunshot wound in his leg and the death of Pompidou, and assumed that neither she nor Chloe were able to find Rachel Amber.

Max chooses to keep Rachel's death from Frank and merely tells him that "things got crazy" before they could find Rachel and she apologizes. Angrily Frank dismisses Max, not wanting to see her before he died in the storm.

Uncertain how to break the news easy to Frank, Max simply tells him that Rachel is dead. Frank insults Max and accuses her of lying, preferring to believe that Rachel was alive and merely left town. When he demanded to know how she knew, Max explained that her and Chloe's investigation led them to her high school professor, Mark Jefferson.

When Max tells him that Jefferson used Nathan to purchase drugs to drug Blackwell students to photograph in the Dark Room, Frank angrily declared he suspected something was amiss with Nathan. When he asked whether or not Max had seen Rachel's body, Max admitted that she did. She elaborated that Rachel's died from an overdose of a drug that Nathan had given her in an effort to impress Jefferson.

Frank came to realization that he likely provided the drugs that killed Rachel and that he responsible for the death of his "lioness". Frank believed that Rachel was the only good thing his life, and had pursued a relationship with her despite knowing she was "too young" for him and would eventually leave him. In light of death, Frank declared he would've never stopped her from pursuing her dreams.

When Max tried to reassure Frank that Rachel cared about him, Frank dismissively remarked that Rachel "cared about a lot of people", but in particular, Chloe. He understood Rachel's attraction to Chloe because Chloe had been "man enough" to ask for his help despite their rough relationship.

Uncertain how to break the news easy to Frank, Max simply tells him that Rachel is dead. Frank insults Max and accuses her of lying, preferring to believe that Rachel was alive and merely left town. When he demanded to know how she knew, Max explained that her and Chloe's investigation led them to her high school professor, Mark Jefferson.

When Max tells him that Jefferson used Nathan to purchase drugs to drug Blackwell students to photograph in the Dark Room, Frank angrily declared he suspected something was amiss with Nathan. When he asked whether or not Max had seen Rachel's body, Max lied and told him she did not see Rachel's body. Franked asked her how Nathan killed her, but Max told him that it didn't matter and that Rachel deserved her peace.

Frank came to realization that he likely provided the drugs that killed Rachel and that he responsible for the death of his "lioness". Frank believed that Rachel was the only good thing his life, and had pursued a relationship with her despite knowing she was "too young" for him and would eventually leave him. In light of death, Frank declared he would've never stopped her from pursuing her dreams.

When Max added that Chloe wouldn't have stopped Rachel from pursuing her dream either, Frank admitted he was jealous of Rachel's close relationship with Chloe. He understood Rachel's attraction to Chloe because Chloe had been "man enough" to ask for his help despite their rough relationship.

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The Nightmare

While attempted to avoid Mark Jefferson in the Nightmare, Max listens to the people she's encountered the last sevenday mock and deride her. Frank taunts Max, "inviting" her to join him and Rachel "down in the sewer". Jefferson speaks disparagingly about Rachel Amber. Mockingly Jefferson gloats that he had sex with Rachel Amber's body after digging her out of her shallow grave and that she was a wonderful sex partner in death. Jefferson wishes Max had had the chance to see his "Blood Splattered Angel" at the moment of her death.

Nathan Prescott mocked Max about Rachel Amber's death, laughing about burying her in the junkyard and "watching" her and Chloe dig her up after she had become "worm food". He asks if Max wanted to see Rachel Amber, who was posing for him "in hell". Nathan's nightmare persona tells Max about his anticipation to bury her next to Rachel Amber for an "epic photoshoot".

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