Creek and Manfred have taken their relationship to the next level. Creek tells him that her dad cannot find out about them.
Creek walks home and bumps into a vampire, but is saved by Lemuel. Lemuel is about to attack when he sees it's his friend Zachariah.
Manfred and the rest come running out. Lemuel explains that Zachariah is a friend and tells Zach that everyone in Midnight is a friend.
Lemuel tells Zachariah what's off limits. Zachariah tells him that they don't feed off humans anymore.
Olivia doesn't trust Zachariah, but Lem tells Olivia he owes Zachariah his life.
Flashback to Lem meeting Zachariah and being turned into a vampire. It's like an urban legend of the man in the prairie offering eternal life.
Manfred and the rest of the Midnighters meet in the church to talk about the vampire's arrival.
Olivia is at the diner with Lem. Zachariah and his girlfriend arrive. When Olivia leaves, Manfred tells her that he doesn't trust the vampires and is going to talk to the ghosts in their van. He asks her to be his lookout.
Going through the trailer they come across someone the vampires are transforming into a vampire. She tells them that she is donating her blood.
Zachariah's girlfriend asks Lem to dance. He knows her too. Manfred and Olivia walk in and tells Lem what they found in their bus. Lem explains to them about "groupies". He's not very upset about the girl in the van.
Manfred is still suspicious. Lem talks to Olivia privately and goes into another flashback of his time with Zachariah when he confronts his slave owner at a dinner and the two of them eat everyone there.
Bobo visits Fiji who is reading about vampires. Bobo has a bag of weapons. Meanwhile, Creek is making stakes of her own when her brother walks in on her. He wants to know what's going on and she has him help make the stakes.
Joe is in the church praying when the Rev comes in and asks why Joe is there. He admits to being a fallen angel and that the vampires are the beginning of threats. He tells the Rev about the veil. The Rev admits that he feels the fraying in the veil. Joe says that he might not be in Midnight long and that Midnighters are going to have to make a choice to either leave or fight.
Manfred is getting tools from the store when he hears something. He slips on blood. The store owner is dead and then revives as a vampire. Manfred runs to the church to tell everyone what's going on.
Olvia and Lem and Zachariah and his girlfriend are having a conversation when Zach asks the ladies to leave so he can have a private conversation. Lem wants to know why they're really in Midnight. Zachariah wants to stay in Midnight.
Manfred is trying to get through to Creek, but she's not answering. Grandma talks to Manfred and tells him a story about Lem.
Flashback to Lem when he realizes that he's a slave to his bloodthirst. The girl tells him that he can change. She tells him she can help with his curse. It's Manfred's grandma, Zelda. Zach and Lem have a falling out.
Back in present time, Zach and Lem talk about Zelda. Zach claims their family, but Lem tells him they can't stay. Zach offers a blood drink to cap the night and end on a positive note. Lem drinks the blood, but Zach doesn't. The blood has something in it. Lem goes down.
Zachariah orders the other vampires to attack the town.
Manfred shows up at Creek's place. He tells them about the vampires. Creek's dad is upset Manfred is there and Manfred punches him.. They all end up in Manfred's trailer. The brother tells the dad about the vampires. They're trying to get to the church but have to make a detour to Manfred's place which is inhospitable to vampires thanks to Fiji.
Fiji and Bobo come up with their own plan to get rid of the vampires. They create fake sunlight, hug and realize there is something between the two of them, but they are interrupted by a sound at the door. It's Olivia.
Vampires continue to attack and Olivia fights them off though she's injured.
Manfred offers the power Lem has to Zachariah. He's surrounded by vampires. He explains that he's Zelda's grandson. Zach shows up and wants to know what Manfred wants in return. The Rev watches from the church. He had asked Joe that Manfred might need some divine intervention. Joe is in angel form watching from the trees.
When Zach goes to attack Manfred, oe sheds light on the vamps to kill them. The light is from the lamps. Olivia is trying to save Lem, but he's too weak. She cuts her arms and lets Lem feed on her. He gains his strength back and escapes before the sunrise.
The Rev allows the Midnighters to leave the church. Manfred tells the group that Olivia got Lem out in time.
Lem and Olivia share a moment. Fiji and Bobo have a moment, but it's not as intense as the other one.
Creek is making breakfast when her dad comes in and starts in about Manfred. He gives her a warning.
There's a hitchihker on the road when someone stops for her. It's another vampire who escaped Midnight before getting killed.