|Sam and Dean are in the Impala, parked outside of a diner. Dean asks for extra onions, much to Sam’s disgust and then yells after him to get some pie. Slightly disgruntled, Sam heads into the diner while Dean turns up the music in the car. Suddenly the music goes static and then switches off. Tapping the radio Dean looks around and then realizes that there is no movement from the diner. He runs in to discover that all of the patrons are dead and that Sam is nowhere to be found, inside or outside.
Elsewhere, Sam wakes up to find himself lying in the dirt in what looks to be an abandoned town. Confused, he reaches into his pocket for his phone but doesn’t use it, probably because there’s no signal. Starting to explore, Sam can’t seem to find anyone in any of the buildings. He hears a noise from somewhere and picks up a piece of wood to attack. It’s Andy Gallagher and he’s completely freaked out about the whole situation. Neither of them know where they are, and can’t remember anything apart from the smell of sulfur just before they disappeared. Sam worries because he doesn’t know where Dean is but the guys are interrupted by a scream. A woman is locked in one of the buildings and yelling to be let out. Opening the door, Sam finds Ava Wilson who jumps into Sam’s arms. Ava claims that she doesn’t remember being gone for five months. Ava worries about her fiancé Brady, and Sam doesn’t tell her that he died.
They hear some other people yelling and find a guy in an army uniform and a girl. They introduce themselves as Jake and Lily who disappeared from Afghanistan and San Diego. Sam works out that they are all the ‘special children’ for the Yellow Eyed Demon. Andy has been working on his ability, and can put thoughts in people’s heads (which he’s tested with gay porn for a guy he doesn’t like). But it still doesn’t work on the other ‘children’. Jake doesn’t claim to have an ability but Lily tells them that if she touches people, their hearts stop. Lily tries to leave and they start to argue. Sam tries to explain about demons, but the others are a little more than skeptical.
Dean has found Bobby, who tells him that there’s been no demonic omens recently. That it’s been quiet, too quiet. They get a phone call from Ash. Ashdoesn'tknow where Sam is, but he has something that he needs to tell Dean, something huge. But he has to tell him in person.
Sam can’t convince any of the children that the demons are real. Jake walks off on his own and sees a face in the window of a building. Following it in he finds no-one there but chalk is writing “I will not kill” on the blackboard. Then a demon appears and attacks Jake. Sam appears and gets rid of it with an iron rod while the others look on. The demon escapes and the ‘children’ are more believing of Sam’s story. In the middle of the courtyard there is a bell, and Sam knows that he has seen it before. He knows where they are: Cold Oak, South Dakota, a town so haunted that every single living resident of the town fled. Lily wants to leave, but there’s three miles of woods. Lily reveals that she accidentally touched her girlfriend, and Sam tries to sympathize with her. He still thinks that the best way out is to stick together. The ‘children’ go looking for supplies to fight the demons with, but Lily sneaks off and tries to leave the town.
Bobby and Dean arrive at the Roadhouse but it’s burned to the ground. Both Bobby and Dean search through the bodies. They find Ash's body, but not Ellen and nothing to show why Ash has called them out.
Back at Cold Oak, Lily is running through the woods and hears a little girl laughing around her. Sam is rifling through a chest and finds a knife. Turning around, he finds Ava rubbing her temples with a headache. She says she’s fine, except for “every single thing that’s happening.” From another room, they here Andy calling to them that he’s found something. Which turns out to be two bags of salt, and at this point they notice that Lily’s missing. Hearing the little girl’s laugh they run outside and find Lily hanging in the center of the town square. They’re not going to be able to leave and Sam tells them that they have to gear up for the next attack. Sam wishes he had a phone, but Andy reckons that he can send a picture to Dean. Sam produces a receipt with the name D. Hasselhoff and claims it to be Dean’s.
Dean and Bobby finish sorting through the Roadhouse and suddenly Dean grabs his head in pain, seeing an image of a bell. He passes it off as a stress headache, but it happens again despite Dean’s claims that he’s not a psychic. This time he sees the Cold Oak bell and Sam. Bobby realizes where Sam is and they head for Cold Oak.
In Cold Oak at night, Jake manages to break a piece of iron. Jake reveals that he can now bench press 800 lbs, and has incredible strength that started back in Afghanistan and Sam reveals how scared he really is. Inside Ava spreads out the salt-lines against the windows and she asks why they were chosen. Eventually Sam tells her what happened to Brady and Ava breaks down into tears for him. All of the ‘children’ are in one room sleeping and the YED appears to Sam, suggesting that they take a walk. The YED explains that it’s a competition, that only one of the ‘special children’ will be able to leave, and that he hopes that Sam wins.
The YED explains that he killed Jess so that Sam could be on the road again. But he killed Mary because she was in the way; YED takes Sam back to the night that Mary died. The YED is dripping his blood into baby Sammy’s mouth. Mary runs back in and apparently recognizes the YED before she’s forced up onto the ceiling.
Suddenly Sam wakes up and Jake tells him that Ava’s missing. Sam and Jake go to look for her. Ava comes back to Andy who breaks one of the salt lines on the windows. Rubbing her temples a demon pours through the window and kills Andy while Ava watched grinning before screaming. Sam runs in to find Ava crying and Andy dead. He spots the broken salt line. Sam turns on Ava and he believes that she did it. Ava stops crying and laughs at Sam. She explains that she’s been here months and they show up in batches of three or four at a time. She’s killed them all and calls the demon again to kill Sam, but Jake snaps her neck.
The Impala pulls in as close to Cold Oak as they can and then head in on foot when the road is blocked.
Jake has had a dream with the YED as well and attacks Sam too, thinking that one of them has to die. They fight, but Jake is much stronger and starts to win. Eventually, Sam gets the upper hand, but doesn’t kill Jake, throws his knife down and leaves.
Sam hears Dean calling for him and starts to leave. Interrupting the reunion, Jake comes up behind Sam and stabs him in the back. Dean runs and grabs Sam as he falls while Bobby runs after Jake. Dean checks the wound and tries to keep Sam conscious, promising to patch him up even as Sam’s eyes slide close. Dean tries to feel for a pulse, doesn’t find one and pulls Sam into a hug calling out his name. Sam dies in Dean's arms.