Torrential rains swell the river, elevating it to dangerous levels. Emergency crews hastily erect bulwarks of sand. to keep the rising tide from flooding the city. Beneath the streets, the Creeper has been chained to a sewer grating, leaving him helpless as the water slowly fills the tunnel. Before departing, Proteus revels his identity to the Creeper. Mulling over the events of the past several days, the Creeper realizes that the revelation of Proteus' secret identity comes as no real surprise. The surging flood waters erode enough of the crumbling structure to loosen the grating from the wall. Using all his strength, the Creeper manages to break the grating completely free of the tunnel wall. As the grate settles to the bottom, the Creeper is pulled under by the grate's massive weight. Bracing himself against the narrow walls of the tunnel, the Creeper manages to bend the bar he's chained to, using the grate for leverage. With his lungs bursting, and on the verge of unconsciousness due to his exertions, the Creeper, at last, manages to free himself, and swim to the surface. Framed by Proteus for murder, the Creeper decides it best to resume his Jack Ryder identity, to walk the streets. Broadcasting from the WHAM-TV studios, Governor Harley Ellison urges the city's residents to abandon the north quarter of the city, to avoid the inevitable flood. The Governor's call for evacuation his earlier statements declaring the state of emergency over. Knowing that Proteus intended to loot that side of the city, Ryder realizes that Proteus must be impersonating the Governor.Ryder races to intercept the Governor/Proteus. Ryder catches up with him, outside the studio building, and in full view of station personnel, attacks the man. Ryder is forcible restrained by the station manager, Bill Brane, and reporter, Vera Sweet. Suddenly, the real Governor appears forcing Proteus to end the charade. Proteus takes Sweet hostage to cover his escape.
Ryder ducks down an alley, switching to his Creeper guise. Anticipating the direction Proteus is traveling, the Creeper catches Proteus' car, leaping onto the hood. Proteus drives erratically, in the hopes of shaking the Creeper off, to no avail. Proteus drives to the rendezvous point, where he knows his men are waiting for him. At the sight of the Creeper clinging to the hood of Proteus' car, the men draw their weapons. Demented laughter fills the air, as the Creeper subdues all of Proteus' gunsels. After quickly checking Sweet for injuries, the Creeper gives chase to Proteus. The face-changing villain is found, scaling a hillside, heading for the dam, with a barrel full of nitroglycerin. Proteus hurls rocks down on the Creeper, but still the Creeper climbs higher. Reaching his quarry, the Creeper and Proteus begin trading blows. Proteus kicks the Creeper down the hillside. By the time the Creeper has stopped his fall, and regained the hilltop, Proteus has reached the dam. Holding the barrel of nitroglycerin over his head, Proteus prepares to destroy the dam. Too far away to stop him, the Creeper tries to get Proteus talking, buying him the time to close the distance between them. Proteus reveals that his motivations have never been fueled by greed, but rather hate. The Creeper kicks sand into Proteus' face, momentarily blinding him. The two men struggle for possession of the barrel. Tumbling down the hillside, then landing atop the dam, the Creeper manages to keep ahold of the barrel. Screaming Proteus hurls himself at the Creeper. Reflexively, the Creeper dodges, allowing Proteus' forward momentum to carry him over the side of the dam. Proteus grabs the barrel as he goes over. The barrel explodes on impact with the river. Taking no chances, the Creeper searches the riverbank, until he finds Proteus' corpse.