Kes has a ritual with Tuvok and tells her the voices she is hearing are coming from the thoughts of the crew. Kes turns up in sickbay late and The Doctor is not happy. They hear something and trace it down to a container, the thing inside it is rattling. Opening title scene rolls.
The Doctor tells Janeway, B'Elanna and Tuvok that the rock seemed to come to life but the ceased. It starts again and they think it might be the Caretaker. However B'Elanna says the rock isn't alive, it is simply resonating off another life source. Harry detects life signs near the ship but is unable to get a fix. They think that it might be the other life form similar to the Caretaker who could get them home.
Tuvok suggests to Janeway they find some way to reduce the power of the Caretaker. The life forms appear again and B'Elanna tries her plan and manages to get a lock on the life form co-ordinates. Voyager heads off towards them. Voyager comes across a space station which looks very much like the Caretaker's array but 1/10th the size. Inside they pick up many life forms aboard - they are Ocampa.
Weapons fire is opened on Voyager and they are told to leave. Kes says she is the only Ocampa that is known to be off the home planet. Until now. Kes talks to them and the alien leaders come aboard. They tell Janeway that Voyager is known as a ship of death. The tell the crew why but Chakotay and Tuvok deny the accusations. Kes takes the alien leader to show her garden.
The alien, Tanis, tells Kes that he is 14 but she says that Ocampa can only grow to be 9. The alien tells them about Suspiria who is the equivalent of their caretaker however Suspiria helped them to develop and now they are much more powerful, more so then they ever could on the Ocampa home world. Janeway is happy that Kes feels good but tells her to be careful. Back on the station, Tanis speaks to Suspiria and she tells him that she wants Voyager.
They have dinner on Voyager and Neelix asks about Tanis's people but the rest of the crew ask about how he communicates with Suspiria. Later in the mess hall, Tanis helps Kes to develop her mental abilities. Neelix says he is proud of Kes and Kes talks about leaving. Neelix says he would go with her.
Voyager heads into the area where Suspiria exists and Tanis uses Voyager's communication devices to try and contact Suspiria. Kes talks to Tuvok about what Tanis showed him and she heats up a cup of water. However she breaks the breaks the up and starts burning up Tuvok. He is taken to sickbay unconscious.
When Tuvok wakes up he says they can still continue with their lessons. Later Tanis gets Kess to have new experiences but afterwards all the plants are dead. Tanis tells Kes that she has to come with him now she has experienced this. The life form heads back near the ship. Tanis tells Kes it is time to go. Tuvok tells Janeway he thinks that Suspiria is here. Janeway heads down to meet them.
She arrives in main engineering but nobody is there except a small girl who calls herself Suspiria. Kes feels that Suspiria is upset and angry and wants to destroy the ship. Neelix interrupts Kes and Tanis. Suspiria says they killed him and now she will kill them. She grabs Janeway with her mind. Voyager begins to lose structural integrity.
They manage to stop Suspiria but eventually free her. She is surprised that they show her compassion and leaves without doing any more damage. Kes stays on Voyager.