[1][2][3][4] The Downsiders are a secret community of an unknown population (either native-born or "fallers" from the topside) dwelling underneath New York City.

Meanwhile, the construction workers who work under Lindstay's father (an engineer who aims to build a new, massive aqueduct for the residents of New York) end up finding traces of some mysterious people dwelling underside the city, and the Topsiders become aware of the Downsiders and want to catch them.

However, rather than panicking, the New Yorkers decide to party instead, and the mayor passes an order that the utilities be shut down once per year in a celebration known as "The Festival of Outages".

He demands to the guard to be released and travels to the Chamber of First Runes, where only a Most-Beloved (the true Downside's leader) is allowed in.

In the secret room, Talon sees the grave of the late Alfred Ely Beach, the forgotten creator of the Downside and the first Most-Beloved, and after having a "conversation" with him, he leaves, deciding what to do with his people.

Talon takes Lindsay to the top of an abandoned skyscraper; Downsiders are now living atop them, and this area is called the Highside.