In his study, Carroll drinks Scotch to numb the pain from Claire's stab wound. He brings up the videos that Molly gave him of her making love to Ryan, and focus on a comment his nemesis makes about how he's already dead. After replaying the dialogue several times, Carroll calls Emma in and gives her his new instructions. He admits that with Roderick dead, she's the only cult member that he can trust and apologizes for slapping her. Carroll asks for her forgiveness and assures her that his wound won't stop him from doing what needs to be done.
In Havenport, the FBI gathers at the sheriff's station and Debra briefs Lafayette and his men. As the U.S. marshal leaves, Mitchell tells Debra that Joey has been paced in protective custody and Nick has been flown to the hospital for surgery after Carroll's woman stabbed the director in the eye. Ryan goes over the description that Joey gave of Carroll's house and Mike confirms that there are 37 houses in the area that match the general description.
Carroll gathers his followers and promises them that the coming day will be special for all of them. Most of them leave and one of them Aimee, stays behind so that Carroll can reassure her that she is fierce enough to do what needs be done. Once Aimee leaves, Carroll meets with Emma, Jacob, Aaron, and Alex. Alex assures their leader that everyone is ready and Aaron says that he will do his part, even if it isn't the same as the others. When Alex promises to get Carroll and Claire out of the house to safety, Carroll tells them that the world will finally hear their story.
As Jacob and Emma leaves, Jacob tells her that Carroll's plan is crazy. Emma insists that they have to do what Carroll wants, but Jacob wonders if the entire thing isn't a plan to sacrifice them so that Carroll can escape with Claire. Disgusted, Emma tells him that he needs to suck it up.
Carroll goes to see Claire in her room, and assures her that he'll be fine despite her attempt to kill him. He tells her that despite his best efforts, he couldn't come up with a reason for her character in his story to live. Carroll has his men drag her out of the room and leaves with her.
At the sheriff's station, Ryan checks the local maps against the satellite photos and discovers that someone has tampered with the maps. He and Mitchell spot a house that isn't on the maps and they figure that it's Carroll's house. When the FBI arrives at the house and breaks in, they discover that everyone is gone... except for Aaron, hung by the neck and long dead.
In Havenport, Phil and Vicky Gray are packing to evacuate with the rest of the townspeople. When Vicky opens the garage door, she finds Emma and Jacob there. Emma apologizes, saying that they had hoped the couple had already left, and Vicky runs into the house. She finds Phil, only to discover that Carroll has already captured her husband.
As the forensic team takes Aaron's corpse away, Ryan tells Debra that Carroll convinced his follower to kill himself as a sign of his power. Despite that, Ryan is convinced that Carroll is losing it. In Carroll's study he finds a book of Poe's work, and a note from Carroll bookmarking one story, "The Masque of the Red Death." The note says that the final chapter has begun, and is addressed to Ryan. Ryan figures that Carroll is trying to put them off-balance but the cult leader is panicking, probably because of something Claire did to him. Debra figures that Carroll plans to keep Claire alive as bait to lure Ryan in, but Ryan warns that Carroll may finally have decided to kill his ex-wife.
Carroll ties up Vicky, Phil, and Claire and tells the couple that he'll only stay until nightfall when they can escape under cover of darkness. He tries to make small talk and Claire tells him to stop terrorizing his prisoners. Disappointed, Carroll tells the Grays that Claire wants to save everyone except him and tells her to shut up.
In the Grays' kitchen, Emma takes a call from Alex. As she hangs up, Jacob comes in and she tells him that everything is going according to plan. Jacob admits that he had hoped that joining the cult would mean that he and Emma would be together, and walks away.
At the sheriff's station, Mike and Mitchell are going over photos of everyone who visited Carroll in prison. Ryan looks outside and sees that a news van is parked outside along with the townspeople and gets an idea. Mike goes out with him and Ryan says that any of Carroll's people could be in the crowd. Meanwhile, Alex and Aimee watch Carroll, who is unaware of who they are. While Alex walks away, Aimee approaches the newscaster and starts reciting from "The Masque of the Red Death." The newscaster wonders what she's doing and Aimee stabs her, and Ryan and Mike capture the cultist.
They take her inside and Ryan talks to her while Debra and Mike watch through the one-way mirror. Aimee quotes from one of Poe's poems and asks if Ryan will be brave when his love dies. Ryan figures that she was sending a message with her recitation of "Masque" to the news cameras, but Aimee refuses to talk. Furious, Ryan slams her against the wall and asks if she's ready to die. While Debra holds Mike back, Ryan demands to know why Claire has to die, and Aimee tells him that it's so Ryan can be reborn. Realizing he's learned everything he can, Ryan releases Aimee and walks out.
Carroll makes dinner in the kitchen, while Claire promises Phil and Vicky that she'll save them. When Carroll comes in with pasta, Claire suggests that he let the Grays go so they can deliver his next message to Ryan. He tells her that he's already sent the message and that Ryan will be occupied for the next few hours.
Emma goes out to the garage and finds Jacob sitting in the Grays' car. She wonders if he was going to leave, but Jacob admits that he has nowhere to go. He gets out and Emma tells him that she hates what she did to him. She breaks into tears and Jacob hugs her and says that everything will be okay.
Carroll tries to open a bottle of wine to go with the meal. When he can't manage it because of his wound, Claire offers to help. Carroll figures that she wants a chance for him to untie her, but gives in and hands her the wine bottle and corkscrew. The cult leader asks Phil if he trusts his wife, and Phil says that he does. Carroll grabs the corkscrew and holds it to Phil's throat, and asks if he's willing to die for Vicky. The husband says that he would, and Carroll ask Vicky if she'd do the same for Phil. When Phil breaks into tears, Carroll says that's the sound of marriage vows and tells Claire to enjoy her meal because it will be her last.
Two state troopers ring the doorbell and Carroll orders his prisoners to be quiet. Emma answers the door and claims that she's the owner. However, when the troopers sense that she's lying, she hoots them both. Jacob and Emma drag the bodies inside while Carroll tells his captives to stay there. As he starts to walk to the front door, Claire breaks the wine bottle over his head and then stabs him with the corkscrew in the same spots where she wounded him before. She then frees the Grays and gets them out of the house, while Carroll calls to his followers. When Jacob and Emma run in, their leader tells them drive after Claire and bring her back. Once they leave, Carroll calls Alex and tells him to come and pick him up.
Ryan and Mike go over what they know of "Masque" and Mike realizes that it refers to people gathering in one place for safety, but death striking them down won regardless. They drive to the community center while confirming that in the rush of evacuation preparations, no one was pre-screened. Debra tells Lafayette and his men to make a preliminary sweep of the gym where everyone has gathered and pick up anyone acting suspicious. Lafayette tells his team to avoid firing unless absolutely necessary.
As the agents go through the crowd, Ryan spots Alex and recognizes him from earlier. When Ryan and Mike advance on the cultist, Alex raises his hands, signaling one of his people to douse the lights. Carroll's followers in the crowd start attacking people at random. Alex wounds Lafayette with a knife and runs out the door, and Ryan chases after him. Mike and Debra take out two cultists and Debra runs after Ryan. A woman approaches the agent, begging for help, but Debra notices she has something hidden behind her back. When the dark haired woman takes out a knife and charges at her, Debra shoots her down.
Claire and the Grays get to the road and spot an approaching car. However, the couple realizes that it's their car and the trio runs back into the woods. Claire trips and falls, and Emma and Jacob quickly capture her while Phil and Vicky get to safety. The two cultists take Claire back to the car and drive away.
Debra and another agent start checking rooms at the community center. They split up and Debra hears a noise from down the hallway. When she goes to investigate, Alex grabs her and his partner advances on Debra with a bloody knife.
Emma and Jacob drive to the docks to meet Carroll, who is ready to board a cabin cruiser. He drags Claire to the boat and locks her in the cabin. While he takes the ship out, Jacob and Emma go back to the car. As Emma starts to drive away, Jacob stops her and says that he doesn't want to die. Emma insists that they'll make it through but Jacob figures that Carroll is just sacrificing everyone for the sake of his book, and that eventually he'll sacrifice them as well. Jacob doesn't want either one of them to die and asks Emma to run away with him. She kisses him and says that she loves him... but then says that she loves Carroll and cuts Jacob's throat.
The FBI manages to kill the cultists in the community center. While Lafayette gets his wound tended, Mike tells Ryan that Debra has disappeared.
Alex and his partner take Debra into the woods to where they have dug an open grave and placed a crude coffin. They put Debra inside, nail it shut, and then bury her alive.