Sam is working at the bookstore now that he is human year round. Isabel comes in looking for medical book and talks with Sam for a while. Officer Keonig arrives and asks Sam a few questions about Olivia. Sam starts freaking out because he hasn’t talked to a cop since his parents tried to kill him in their bathtub.
Cole St. Clare returns to his human form because spring is approaching. He feels that the change came too soon.
Isabel starts reading up on meningitis during her computer arts class. Grace sits next to her and points out the morbidity of her researching how her brother died. Grace ends up leaving the class shortly after because she is not feeling well. The teacher allows Isabel to continue studying her book rather than working on her project because she is such a good student.
Grace sits at the table working on her New Years Resolutions. Usually she does this every year over winter break, but at that time, she was too depressed about the wolves to think about it. Her dad calls to check in on her, mostly making sure that Sam isn’t at the house. Sam walks in just before Grace hangs up and they start working on their resolutions together. They consider what they will be doing after Grace is done with high school. Sam decides to wait until the pack is settled before he considers college. He is still having trouble believing that his cure is permanent.
Cole keeps shifting back and forth. He was an up and coming rock star, front man for a band called NARKOTIKA. He was growing tired of the whole rock star scene and decided to take some drugs to get away from it all. In the middle of a show, his heart stopped.
Grace and Isabel start looking for Olivia because the wolves have been by Isabel’s house. Isabel shows Grace a path and patio that are mostly covered by dirt and leaves. They find a dead wolf that has blood coming out of its mouth and eyes. Isabel takes a picture so that they can ask Sam about it.
Sam, Grace, and Isabel meet at a café. Olivia’s brother, John, comes in and Grace invites him to sit with them. John tells them that he got an email from Olivia, saying that she was in Duluth and would be home soon. John is unsure whether or not he should inform the police. Sam and Isabel think that it was stupid of Grace to send the email.
After work, Sam goes to Becks to check up and get some things. He finds a familiar looking man on the floor covered in wounds and track marks. Sam realizes that choosing to be a werewolf is like suicide and wonders what kind of people Beck was recruiting. The man shifts back into a wolf. Sam is surprised when the wolf sticks around for a while rather than darting for the door immediately.
Isabel comes home to a normal bout of her parents fighting. Her dad, Tom Culpeper asks her about Grace and the wolves. He thinks it is time for some thinning out of the pack. Isabel decides to stop feeding them for their safety.
Graces mom is still unhappy with Sam. Grace tells Rachel that Sam has been sleeping at her house. Rachel things it’s romantic. Grace wonders if she can trust Rachel with the rest of the secrets she has been keeping. Sam and Grace decide that they can’t be separated at night, so they will continue to share Grace’s room. Sam confesses his worries about the new wolves.
Grace never gets sick, but she has been getting headaches constantly and is running a fever.
Cole becomes human again and finds himself near a house. He goes in to find clothes and food, but is found, naked, by Isabel. Her mom comes home and finds them and Isabel pretends that this is her way of acting out. After introductions, Isabel goes to get Cole some clothes. She realizes that she gave Cole her brother’s favorite shirt and rather than telling him the problem, she kisses him to get it back. Cole leaves and once outside shifts back into a wolf. Isabel leaves him some bread and tells him that she had a brother. She stashes the clothes for him.
For Sam’s birthday, Grace brings him Subway and a folded piece of paper. Sam unfolds the paper to see that it is an invoice for five hours of studio time. Sam is extremely grateful, but is worried about Grace. In his proximity to her, he can smell wolf.
Grace has a nightmare about shifting into a wolf and screams in the middle of the night. There is a very strong scent of wolf coming from her. Sam goes to get her some Tylenol for the fever, but her dad, Lewis, comes into the room before he has a chance to react. Lewis kicks Sam out of the house and threatens to never let him see Grace again. Her mom, Amy, puts Grace in the car and takes her to the hospital.
Sam goes back to Beck’s house. Isabel shows up with a frostbitten Cole shortly after. Cole decides to take a bath to thaw out. Later, Isabel checks up on him and they end up kissing again. After Isabel leaves, Cole starts rifling through Beck’s things. He learns about Sam’s past. Isabel calls to check up on him and they start sharing their secrets.
At work, Sam tells his boss his sob story about being caught with Grace in her room. Rachel shows up to lend him her cell phone so that he can talk to Grace.
Cole is outside trying to shift back into a wolf when Sam arrives at the shed in the woods. Sam has a memory of being trapped inside the shed when he shifted back into a wolf too quickly one time. Sam explains to Cole that the hardest part of being a werewolf is that you never know who will or won’t come back.
Jeremy and Victor were Cole’s band mates. He remembers a specific time when a photographer was setting up boring shots. Cole started jumping around and putting himself in unusual positions to inspire the lackluster photographer.
Amy tries to have a talk with Grace about Sam. She thinks that the teenagers aren’t in love but lust. She tries to tell Grace about her escapades when she was younger, but Grace snaps at her. She points out that she and her mother are nothing alike and that her mother doesn’t know her very well at all.
Same gets out of work and checks on the shed. Cole is there with Victor, who is shifting back and forth constantly. The shifts are unusually quick and very sporadic. Cold had Victor come along with him for the whole wolf adventure because Victor’s highs and lows were getting extremely bad. Cole reveals that Victor has a pituitary problem that might be messing with the shifting. Sam updates the shifting logs in the shed.
Grace decides to take a walk through the woods to get away from her mother and her anger. Wolves surround her as she walks. She can feel that there is something wrong with her, and so do the wolves. They seem to be protecting her while they wait for her.
Isabel calls Grace looking to go out and do something. She comes over to Grace’s house, but Amy says that Grace isn’t allowed to leave. Isabel stays and they order pizza. Grace starts feeling sick again and they both know it’s from the wolves. Grace tells Isabel not to tell Sam.
Sam has a memory of Ulrick making bread. Beck was furious with Ulrick because he went to the doctor in St. Paul, who thought he was crazy. Cole admits that he wants to be a wolf to avoid life. He makes a deal with Sam: Cole will devote himself to keeping himself and Victor human if Sam gets into the bathtub. Sam refuses.
Angie, Victor’s sister and Cole’s ex-girlfriend, calls Sam’s cell phone saying that she has two missed calls from the number. Sam tries to explain that it wasn’t him, but she points out that only four people had that number. She guesses that Sam is lying about not knowing Cole and wants Sam to tell him that she got a new number. Meanwhile, Grace is contemplating her mortality. Her dad comes into her room, thinking that she is sleeping. At first, she thinks that he is checking in on her, but it turns out that he is just making sure that Sam isn’t there.
Cole wakes up in the woods next to a dying deer. He realizes that he must have shifted back into a human in the middle of dinner. He takes a stick and shoves it into the deer’s lungs to end her suffering. Now he really wants to find a way to stay a wolf.
Grace’s parents wake her up at 5:00 am. They tell her that they are going to be gone all day, but that she is still grounded and cannot go with Sam to his studio session. Grace explains that they need to stop trying to switch back and forth between parents and roommates. They ignore her plea and take her car keys to make sure that she doesn’t leave. What they don’t know is that Grace has a spare. She goes to Beck’s house and falls asleep in Sam’s bed while waiting for him.
Cole starts trying to figure out the logic and science behind the shifting. He remembers telling Angie that he was thinking about killing himself. She blew that off and he told her that he cheated on her.
Sam and Grace drive to Duluth for the studio session. Sam gets a little depressed on the way, but as always, Grace gets him out of it, reminding Sam of Beck and his ability to do the same. So as not to worry Sam and spoil his day, she hides her nosebleed.
Isabel runs three miles to Becks house to see Cole. When she gets there, the house is trashed and Cole is a wolf, but quickly shifts back. He asks Isabel for help in figuring out how to stay a wolf. So far, he has found that adrenaline and cold will make the shift happen, but it won’t last. Isabel tells him about how she killed her brother and then drags him out for coffee.
Sam and Grace get to a hole-in-the-wall studio and go inside. Sam is nervous at first, but still impresses the sound engineer, Dimetra. Grace is proud of Sam, but still isn’t feeling well. Later, during a break, Sam is looking at the album covers on the wall. He notices Cole’s face and has Dimetra confirm who is in the picture. He starts worrying that Cole’s famous face could expose them all. On the way home, Sam rants about Cole until he notices how bad Grace is really doing.
Cole makes a flow chart for shifting. He thinks that the cold weather does something to the brain to make the wolf and other things might as well. He wonders if his druggie past is what is preventing him from staying a wolf. Isabel asks about Cole’s father and he tells her that he was also a child prodigy, like himself. He became a famous geneticist and wanted Cole to achieve as early as he did, but Cole resisted. Three preteen girls come up to their table asking Cole for his autograph. He denies that he is who he really is, but the girls don’t believe him and one shouts his name from across the restaurant. Isabel knows who he is now, and he admits it to her. Isabel takes him back to her house. Cole ends up refusing to have sex with her because he doesn’t want to ruin her like he has all of his other friends. She kicks him out of her room and he finds their piano room. Isabel listens to him play, angry that Cole is figuring stuff out about himself when she can’t figure anything out about herself.
Back at Beck’s house, Sam and Grace find Cole cleaning up his mess. Grace doesn’t judge Cole for wanting to be a wolf and asks him what it’s like. Cole instantly likes Grace. Sam and Cole end up cleaning up the house while Grace sleeps, not mentioning that she’s not supposed to be out of the house. When Sam takes her home (with Cole following with her car), her parents are already there. Cole shifts just after Sam apologizes for judging him. Grace confronts her parents and they have the same argument that they had earlier that morning. They tell her that she is not allowed to see Sam anymore. Grace is so enraged that she packs a few things and leaves and goes back to Beck’s house to be with Sam.
Sam takes Grace to the doctor, but they aren’t any help. They are out getting coffee when Rachel calls Grace to tell her that her parents called her. She told them that Grace was at Isabel’s house.
Tom Culpeper arrives at Beck’s house. He has a rant about the Beck and “his wolves” before throwing Victor’s dead wolf body into the driveway and leaving. Sam and Cole bury Victor. Cole remembers starting the band with Victor. Wolves start to arrive to mourn their fallen pack member. Cole vows not to ruin any more lives, sorry that it took this much to make him change his ways.
Isabel shows up and berates Sam for ignoring how sick Grace is. This only reminds him how much responsibility he has in taking over for Beck. Grace asks Cole what will happen when everyone finds out that he is alive. He figures that the media will go wild and his family won’t care at all.
Grace reveals to Sam that she feels like she needs to shift, but can’t. She starts throwing up blood and they call 911. Grace isn’t ready to die and Sam isn’t ready to let her go. Cole drives Sam to the hospital, where the doctors seem to be useless. Grace’s parents show up and Lewis punches Sam in the face. Cole stops Lewis from going after him again and a nurse makes Sam and Cole leave because they are not immediate family. Cole tells them that Sam has more right to be there then either of her parents. The nurse, not really sure if Grace will make it, tells Sam to stay close. Sam is going through so much pain because he is helpless to save Grace.
Isabel shows up and encourages Cole to be useful. He starts working out his theory. The wolf toxins are what kill the person/wolf. The shifting keeps these toxins at bay. He decides that Grace needs to shift and to do that she will need to be bitten again. Since the toxins are so built up in her body, she should shift immediately after being bit. Noticing that Lewis is already absent from Grace’s room, Isabel lures Amy out as well. Cole sneaks in, cuts her hand, and spits in the wound. Sam and Cole carry her out the window where she shifts. Cole offers to turn Sam back as well so that they can be together, but Sam refuses.
Sam tells the hospital staff that he tried to stop her from running away. He is now determined to find an actual cure.