Luke and his gang of wolves attack a truck carrying toxic waste for Tyler Creed, leaving the driver badly burned and the truck leaking a toxic gas. Luke visits Sophia in the night to confess, but is almost caught by her dad and flees before telling her the whole story. Sheriff Donner questions Luke about the accident, but when Luke takes him to the site, the overturned truck is gone. All that remains is a strange white residue.

Kanin rents a house from Sherman and discovers to his horror that a disfigured young woman named Lenore is living underneath the home. She has many secrets about the people of Wolf Lake and what they did to her, but is reluctant to share them. Sophia, still unchanged, is approached by Luke to go to a rave. Luke's jealous girlfriend Presley confronts Sophia, saying she will never fit in with the kids from "The Hill". Presley claims Luke's interest in Sophia will vanish after her first change. Later, Sophia gets dressed up to go to the rave, but is confronted by her father the Sheriff, whom she told she was going to a friend's house. Meanwhile, Ruby confesses to Sherman Blackstone that she fears Tyler will not honor his promise to let John Kanin live. Sherman is hesitant to interfere, but says that Tyler's love for Ruby may be a vulnerability.