The killer uses Lakewood's annual carnival to run Emma through a not-so-fun fun house, while Brooke lashes out at the entire town.
The episode opens with Audrey waking up in her bed finding a message in blood that says "12 dead. Nobody will ever forgive you". Audrey and Noah discuss the message and Audrey refuses, even at Noah's urging, that she tell Emma the truth (They discuss the number of victims and they can't figure out the 12th as nobody knows Branson is dead). At school, Emma and Eli talk in private as Mayor Maddox announces Lakewood's 100th carnival. A conversation between Brooke and Audrey reveals that the building that burned down in the previous episode belonged to Mayor Maddox. Brooke has to make a speech at the carnival because of the fire.
At Acosta's office, he stores a tape from Ms. Lang's office before heading to the burned down building, finding the carbonized corpses of Seth Branson and Eddie Hayes. Emma confesses to the fact that she and Eli were in the building at the time of the fire but did not start it. In return, Acosta reveals Eli's criminal record to Emma; he had a restraining order against a woman in Atlanta after he broke into her home. He also advises Emma not hang out with people like him. After assigning Deputy Dwayne to watch over Emma, Acosta then talks to Maggie and reinstates her in the case, wanting her to help identify Branson and Eddie's corpses.
Kieran also views a recording Ms. Lang had with Gustavo, which has Gustavo saying something about "Keeping the bodies". He then goes home to search his son's room for his Brandon James mask but Gustavo discovers this, leading to a heated argument. The argument reveals they moved from Phoenix to Lakewood to put an accident involving a gun behind them. Gustavo storms out after yelling at his father to get proof that he is the killer. Kieran and Emma meet up and make up for bad times, telling him that Eli told her about what happened to his step-father.
Kieran suddenly displays signs of frustration and tells Emma not to hang out with Eli, claiming that "He's not right". Audrey then gets a taunting call from the killer, whom she hangs up on in frustration. Audrey then calls Emma and offers to go to the carnival with her. At the carnival, Zoë and Brooke dress up for the speech. Zoë gives Brooke a drink to get drunk to relieve stress. Noah arrives and gives Zoë some cotton candy to flirt with her. Gustavo goes to talk to Brooke who says the carnival is stupid because there is a killing spree going on.
Eli and Emma have a discussion about the fire, which is overheard by Audrey and Kieran. When Eli grabs Emma's arm to stop her from leaving, Kieran orders Eli to stop telling stories to Emma; he responds "It's not like I told her about the worst part". This causes Kieran to lose his temper and beat up Eli until Emma pulls him off. Meanwhile, Zoë and Noah flirt and bond with each other further, making out in a photo booth.
Meanwhile, after learning about Eli's criminal record, Audrey tells Emma about the messages she had and suggests that Eli could be the killer, noting that he sneaks into homes and could have planted the messages while she was sleeping. The lady of the lake pageant begins with a drunken Brooke coming up after Zoë finishes her speech. She breaks down on the stage while talking about Jake and scolding Lakewood for trying to have fun when people are being killed.
Meanwhile, Maggie manages to identify Seth Branson's corpse but doesn't have luck identifying Eddie. After Maggie leaves, Acosta finds another one of Gustavo's drawings that shows Branson being handcuffed on the bed, making Acosta even more suspicious of his son. Maddox arrives to take an emotionless Brooke home. Emma gets a call from the killer from Kieran's phone and sends her a video; it reveals that he has kidnapped Kieran.
Horrified, Emma ventures alone inside the fun-house to save him while Audrey rushes after her when she doesn't answer her phone. In the fun-house, Emma is stalked by the killer while searching for Kieran. Deputy Dwayne arrives to find and help Emma but the killer ambushes and throws him into a mirror before he can. Hearing this, Emma soon discovers Dwayne on the ground (though it's unclear whether he is dead or not) and takes his gun for protection. Emma unsuccessfully tries to shoot the "killer", with the noise alerting the police.
The "killer", who makes muffled moaning sounds as if struggling to speak, emerges outside the fun-house where he is confronted by the police at gunpoint. Emma also emerges and starts to demand Kieran's whereabouts from the killer, but Acosta convinces her to stand down. When they notice that the knife is taped on his wrist, they take off the mask, revealing that it is not the killer, but Kieran, whose mouth the killer duct taped shut and used as a decoy.
Kieran then reveals the truth about his parents death: He was in the car the night they died and caused the accident. They had the fight Eli mentioned and his step-father (who was driving the car) got so mad that he took his eyes off the road, causing the car to crash, killing him and Kieran's mother. When he found out Eli may have told Emma about it, he lost his temper, having wanted to tell Emma himself.
Audrey, having enough of the killer's threats, declares to Noah that she will tell Emma about her involvement with Piper tonight. Meanwhile, Zoë has been crowned Lady of the lake, causing Zoë and Noah to make out until Zoë leaves, saying that now is not the best time. Gustavo visits Brooke at her home through the window and sleeps with her.
Audrey arrives at Emma's house to tell her about her involvement with Piper. However, before she can, Emma discovers the secret from an anonymous E-mail. Audrey enters Emma's room as the recording ends, with Emma staring at her.
- Although attacked and thrown through a mirror by The Killer, it is unknown whether Deputy Dwayne survived the incident or not.
- Kieran was "abducted" by the killer.
- He was also dressed up as a decoy and almost shot by Emma before his mask was taken off.
- However, we later learn this was a ruse, due to Kieran's reveal of actually being the killer.
- Emma finds out Audrey's secret about bringing Piper Shaw to Lakewood seconds before she was going to tell her.