SUBURBAN HOUSE

Katies's Mom is dozing, with the book The Historian by Elizabeth Kostova on the pillow. Katie is watching her.

"Katie. What are you doing?" Mom Asks

"Play with me, mommy." Katie Says

"Okay. Sure. Yeah let's, um, let's play." Mom Says

"Oh, good. she hugs her mother,I love you, mommy." Katie Says

"I love you too, sweetie." Mom Says, Katie's Mom catches sight of Katie's reflection in a mirror. Her skin is gray, veined and blotchy. She pushes Katie back in alarm, only to find that she looks normal. She looks normal in the mirror now, too.

"I'm hungry, mommy." Katie Says

"Yeah." Mom Says As Katie watches her blankly as Mom turns toward the kitchen.

Katie's Mom is making a toasted sandwich. She puts a hand to the back of her neck, as if in pain. She sets the sandwich in front of Katie.

"Thank you, mommy." Katie Says

"You eat. Mommy will be right back." Mom Says

ANOTHER SUBURBAN HOUSE

Sam and Elena are dressed in a dark suits and posing as an insurance agent, is speaking to another young mother.

"So, once again, I'm very sorry to disturb you. We just really want to expedite that life-insurance policy. " Sam Says

"Of course." Mother Says

"Okay." Elena Says As she takes Them around back, where a ladder leans against the wall

"This is, um, where he fell." Mother Says

"I see. Now, how exactly did he –" Sam Says

"He was just inside changing a light bulb. Must have lost his balance." Mother Says

"Were you here when this happened?" Elena Asks

"No. I was out. Uh, the only one here was our daughter, Dakota." Mother Says

Inside, a Creepy Little Girl is looking out at them. Something dark red is smudged on the window and railing.

"Okay. while he looks around, from the daughter to the red smear,Well, uh, I think that's all I need." Sam Says

"Okay." Mother Says

"We'll get out of your way now." Elena Says

"Thank you." Mother Says As She turns and goes up the steps with Sam behind her. He sees a strange injury on the back of her neck: it's an oval, with multiple dots around it, like the mark from a sucker or teeth.

KATIES HOUSE

Katie's Mom is making a toasted sandwich. She puts a hand to the back of her neck, as if in pain. She sets the sandwich in front of Katie.

"Thank you, mommy." Katie Says

"You eat. Mommy will be right back." Mom Says

Katie stars balefully at the sandwich, while Katies Mom leaves the room. Frazzled almost to the point of breaking, Katie's Mom enters the bathroom and locks the door. She looks at her neck in the mirror, noticing a red mark, then startles at a sudden banging on the bathroom door.

"Mommy?" Katie Says Pounding On The Door

"Just – just give Mommy a second" Mom Says As She looks in the mirror at the mark.

"Let me in. Mommy! Let me in. pounding, Mommy! Let me in!,pounding,What are you doing?! pounding,Let me in! Let me in! Let me in! Let me in! Let me in! Let me in!" Katie Says

"Give Mommy a minute!"Mom Says

The pounding and rattling continue to build, until it stops suddenly as the doorbell rings. Mom goes out to the front door, where the Redheaded Woman, aka Woman 2 is holding out a gift basket and speaking to Katie.

"Aren't you just the cutest thing?" Redheaded Says
As the mom takes the basket

"Oh, thank you. Uh, Katie, could you put these in the kitchen, please?" Mom Says Then Katie takes the basket and goes to the kitchen.

"Katie seems okay, considering—." Redheaded Woman Says

"She's fine. Yeah. Um, look, I'm –" Mom Says

"And you – how are you doing really?" Redheaded Asks

"I'm fine. Look, we're fine. Um, this isn't a good time." Mom Says

"I wasn't sure if you were keeping the house or selling. We at Cicero Realty would like—" Redheaded Says

"Look, I told you, it's not a good time!" Mom Says Then She shuts the door and leans against it, sighing.

"I want ice cream! Mommy. Ice cream, please." Katie Says

___________________________________
PARK

Dean is walking back to his car, when he notices Ben sitting sadly on a park bench.

Dean sees him, and goes over and sits next to him.

"Hey, Ben." Dean Says

"Hey. You were at my party." Ben Says

Yeah. Yeah, I'm Dean. he sits down next to Ben, Everything okay? Something wrong?,Dean notices that Ben is holding an empty case. He looks out at the field and sees a group of four boys playing with a Gameboy, Is that your game they're playing with?" Dean Says

"Ryan Humphrey borrowed it, and now he won't give it back." Ben Says

"Well, you want me to go—" Dean Says

"No! Don't go over there! Only bitches send a grown-up." Ben Says

"You're not wrong." Dean Says

"And I am not a bitch." Ben Says

"Is that Humphrey? The one that needs to lay off the burgers?" Dean Asks As Ben nods, smiling slightly.
Hm."

Ben walks across the park to the group of boys. They are all bigger than he. He clears his throat loudly and looks back at Dean, who gives him a thumb's up. He clears his throat again.

"Ryan. Kids look up.I'd like my game back, please." Ben Says

"Fine. Take it back." Ryan Says As The other boys laugh. Ben looks nervously at the other kids, sighs, then turns as if to leave.See? Told you guys he was a

Ryan cuts off as Ben turns back suddenly and kicks Ryan hard between the legs. Ryan crumples to the ground, and BEN takes the game back. Dean looks around, smirking. He runs back to the bench and a grinning Dean.

"Thanks. Dude, that was awesome!" Ben Says

"Benjamin. Isaac. Braeden! What's gotten into you?" Lisa Asks

"He stole my game." Ben Says

"So you kick him? Since when is— she looks at Dean, who is still grinning, Did you tell my son to beat up that kid?" Lisa Asks

"What? Somebody had to teach him how to kick the bully in the nads." Dean Says

"Who asked you to teach him anything?" Lisa Says

"Just relax." Dean Says

"What are you even still doing here? We had one weekend together a million years ago. You don't know me. And you have no business with my son." Lisa Says As She walks over to Ben and grabs him to walk off with him.

"Lisa." Dean Says

"Just leave us alone." Lisa Says As She and Ben begin to leave, but Ben pulls out of her grip and runs back to give Dean an impulsive hug.

"Ben!" Lisa Says

"Thanks." Ben Says He Then runs back to Lisa and they leave. Dean watches them speculatively, until he notices three children with creepy stares watching.

KATIES MOM CAR

Mom is strapping Katie into her car seat, which is made difficult by the fact that Katie keeps touching and petting her.

"I love you most in the whole wide world, Mommy." Katies Says

"Um, me too, sweetie. Come on, hold still." Mom Says As She checks the mirror and sees a monster with a large sucking mouth in the backseat. She turns around, but Katie looks normal.

"What's wrong, Mommy?" Katie Asks

"Nothing, sweetie. Nothing." Mom Says

"Are we going for ice cream now?" Katie Asks

"Yeah, we're going for ice cream." Mom Says
As finishes strapping Katie in, and gets in the driver's seat. She drives the car to the edge of a lake, is crying, puts the car in neutral, gets out, and watches the car roll in. Katie turns and watches Mom as she goes down. Mom watches and cries.

Mom returns home and goes inside, slamming and locking the door behind her. She is crying brokenly. In the kitchen, seated over a puddle of water, is Katie She is dripping wet.

"Hi, Mommy, Can I have the ice cream now?" Katie Says as she smiles winsomely, Mom looks in horror

___________________________________
MOTEL-ROOM

Sam is at his computer, doing research As Elena Looks Over His Shoulders Then Dean enters.

"Something's wrong with the kids in this town." Dean Says

"Hello To You To" Elena Says

"Yeah. Tell me about it. he is looking at a website on "CHANGELING LORE", So, what do you know about changelings?" Sam Asks

"Evil monster babies?" Dean Says

"No, not necessarily babies." Sam Says

"They're kids. Creepy, "stare at you like you're lunch" kids?" Dean Asks

"Yeah. There's one at every victim's house." Elena Says

Later, Sam is seated on the bed Elena is helping Dean prepare a kerosene torch.

"So, changelings can perfectly mimic children. According to lore, they climb in the window, snatch the kid. Y'know, there were marks on the windowsill at one of the kid's houses. Looked to me like blood." Sam Says

They continue talking in voice-over as the scene shifts to Katie's house. Mom is asleep, with a bottle of pills on the bedside table. Katie stares at Mom, brushes back the hair from her neck to reveal an 'odd bruise'. Her face morphs to look kind of like the Flukeman from X-Files, and she leans in to Mom's neck.

"The changeling grabs a kid, assumes its form, joins the happy fam just for kicks?" Dean Asks

"Not quite. Changelings feed on the mom: synovial fluid. The moms have these odd bruises on the back of their necks. Changelings can drain them for a few weeks before mom finally croaks." Elena Says

"And then there's dad and the babysitter." Dean Says

"Yeah. Seems like anyone who gets between the changeling and its food source ends up dead." Sam Says

He holds up the torch, "And fire's the only way to waste them?" Dean Asks As Sam and Elena Nods

"Yup." Elena Says

"Great. We'll just bust in, drag the kids out, torch them on the front lawn. That'ill play great with the neighbors. What about the real ones? What happens to them?" Dean Says

"According to lore, they stash them underground somewhere. I don't know why, but if it's true, the real kids might be out there." Sam Says

"We better start looking, So, any kid in the neighborhood is vulnerable?" Dean Asks

"Yep." Sam Says

"We gotta make a stop. I want to check on someone." Dean Says

"Well Dean, if the real kids are still alive, we don't have time. We—" Elena Says

"We have to." Dean Says

__________________________________
LISA'S HOUSE

Dean rings the doorbell, and Lisa opens the door looking bewildered.

"Dean? What a—" Lisa Says

"I was thinking... Ben's birthday. I didn't even bring him a present." Dean Says

"That's okay." Lisa Says

"No. No, no, I feel terrible, so, uh...hands her a credit card, Here Take a long weekend – just the two of you – on me." Dean Says

"What?" Lisa Says

"Yeah, I hear Six Flags is great this time of year. Go now. Avoid the traffic." Dean Says

"Siegfried Houdini." Whose card is this?" Lisa Asks

"Mine. Lisa nods skeptically,Never mind. It'll work. I promise." Dean Says

"You should leave." Lisa Says

"Lisa..." Dean Says

"Mommy, what's wrong?" Ben Asks

"Nothing, Ben. It's cool." Dean Says

"Make him go away, mommy." Ben Says

"You heard him. Get out." Lisa Says

"Lisa... I don't think that's a good idea." Dean Says

"Get out!" Lisa Says

Dean watches Lisa and Ben from outside the house. Lisa is reading a book. Ben is sitting with an open book, staring at his mother. Dean notices a damp red mark on a couple of window frames. He runs back to Sam and Elena , who's in the Impala.

"They took Ben. He's changed." Dean Says

"What?! Are you sure?" Sam Asks

"Yeah, I'm sure. I checked his windowsill." Dean Says

"Blood?" Elena Says

"I don't think it is blood, and I think I know where the kids are." Dean Says

HOUSE-UNDER-CONSTRUCTION

There's a large mound of dirt outside the semi-finished home, with a "Cicero Realty For Sale" sign. Sam picks some up and inspects it on his fingers.

"Red dirt. That's what was on the window." Sam Says

"Ah, you two take the front. I'll go around." Dean Says

Inside, Dean, Elena and Sam wander about with flashlights. Dean hears a noise in the basement and goes to inspect, finding a series of cages, each containing abducted kids. He sees Ben.

"Ben... Ben... it's okay. I'm gonna get you out of here, okay?" Dean Says

Suddenly, the Redheaded Woman enters and sees Sam and Elena

"What do you think you're doing?" Redheaded Woman Asks As They see her monster-like reflection in a pane of glass.

"This is private property. I'm calling the police." Redheaded Woman Says

Dean is moving around the cages. He finds the real version of the Redheaded Real Estate Woman in a cage.

"You heard me! Get out!" Redheaded Woman Says As she advances slowly towards Sam and Elena

"Ah, I could — just let me get my bag. I'm going. I, I don't mean to cause any trouble." Elena Says

Elena reaches for her bag and pulls out a flame-thrower which She aims at her,there is a whooshing noise and she has apparently disappeared. Sam and Elena looks around.

LISA'S HOUSE

Ben starts acting like a Creepy Child, standing stiff-armed in the living room. Lisa is deeply engrossed in her book.

"Mommy?" Ben Says

"Ben..." Lisa Says

"Play with me." Ben Says

"This isn't funny anymore. I put you to bed three times already." Lisa Says

"I don't want to go to bed, I want to be with you, Mommy." Ben Says

"That's sweet, hon." Lisa Says

Dean is opening Ben's cage. He pulls Ben out of the cage and hugs him.

"Come on. Let's go." Dean Says As He sets Ben down and ruffles his hair, All right, come on."

LISA'S HOUSE

"I'm hungry." Ben Says

"Mini pizzas okay? Deluxe is all we've got." Lisa Says

"Okay." Ben Says

"That's funny – I thought we were anti-olives this month." Lisa Says As She looks down and sees Ben's reflection in the glass table, it has the icky Flukeman face. She gasps.

HOUSE-UNDER-CONSTRUCTION

Dean breaks open cages and he and Ben help children out.

"It's okay. You're gonna get out of here, all right?
Hurry!"Ben Says

"Come on, girls! Come on! Keep moving, keep moving.Okay, everybody back! Everybody back!
he clears off a windowsill and prepares to smash the glass, Ben helps to usher the other kids away, Cover your eyes!," Dean Says As He breaks the window with a plank of wood, and begins to brush the glass off.

"Here. Use this." Ben Says As he hands his jacket to him

"All right. All right, Ben. Come on. Come on." Dean Says

"Him first." Ben Says Then Sam and Elena Approaches

"Hey! Dean! There's a mother." Sam Says

"A mother changeling?" Dean Says

"Yeah. We got to get these kids out quick." Elena Says

"Right there, right there. There's one more. You got to break the lock!" Dean Says

"I guess that's why the changelings are keeping the kids alive – so the mom can snack on them." Sam Says As He frees the real Redheaded Woman
There. Come on, I gotcha. The real Katie screams as she sees the mother changeling behind her.

LISA'S HOUSE

"What's wrong, Mommy?" Ben Asks

"You're not my son." Lisa Says

"Yes, I am." Ben Says

"Where's Ben?" Lisa Asks

"I'm Ben. I love you, Mommy." Ben Says Then Lisa runs out the front door, grabbing her keys along the way. On the front lawn, a line of three Creepy Kids has formed, blocking her exit. They start to advance towards her. She runs back inside and slams the door, turning around to see Ben.

"They don't want you to leave me, Mommy." Ben Says

KATIE'S HOUSE

Katie's Mom is in the bathroom again, huddled on the floor, sobbing, as Katie screams and pounds at the door.

"Mommy? Mommy? Let me in! What are you doing?! Let me in! Let me in! Let me in! Let me in!" Katie Says

HOUSE-UNDER-CONSTRUCTION

Dean goes flying and lands on his back, groaning in pain. The Changeling Mom turns around. Sam has the flamethrower and a lighter. She kicks the lighter out of his hand, then roundhouse kicks him again, then throws a few punches and generally kicks his ass, before throwing him across the room. Dean has gotten to his feet, and lunges after her with a 2x4. She punches and knocks Dean down again.

"Ben and Elena get them out of here!" Dean Says

Dean, on his knees, grabs a brick and surges to his feet again to clock the Changeling Mom.

Ben and Elena helps the other kids up and out the window, and climbs out himself, as Dean fights with the Changeling Mom. Eventually she faces Dean and Sam to see Sam with the torch, he burns her to a crisp with Dean's homemade torch.

As she goes up in flames, Ben, Katie, and all the other changeling kids, also disappear in flames, screaming "Aaaaahhh!" and "Mommy!"

LISA HOUSE

Dean and Sam and Elena drive Ben back home he runs out to hug his mom.

"Ben?! Ben! Baby, are you okay?" Lisa Asks

"I'm okay, Mom." Ben Says

"Oh, my god. She begins sobbing, What the hell just happened?" Lisa Asks

"I'll explain everything if you want me to, but, trust me, you probably don't. The important thing is, is that Ben's safe." Dean Says

"Thank you,She hugs Dean,Thank you." Lisa Says

"So That's Lisa Huh?" Elena Asks

"Yup,I'm gonna give you guys some time." Sam Says

"Same I'll wait in the car" Elena Says

"Come on." Lisa Says As She leads the way back into the house and Dean follows.

LISA'S HOUSE

Ben is sitting at the kitchen table, listening to something on his portable CD player. Dean and Lisa talk in the hallway.

"Changelings?" Lisa Asks

"Yeah" Dean Says

"And That Guy?" Lisa Asks

"Sam My Brother" Dean Says

"And That Girl She's a friend or you guys have something going on?" Lisa Asks

"Wha-, No Lena is a friend long time friend she's family I swear" Dean Says

"Okay" Lisa Says

"You know how I never mentioned my job? This is my job." Dean Says

"I so didn't want to know that, looking at Ben, Do you think he'll be okay?" Lisa Asks

"Yeah. I think he'll be fine.Okay, seriously... I mean, you're a hundred percent sure that he is not mine, right?" Dean Says

"You're off the hook. I did a blood test when he was a baby." Lisa Says

"Oh." Dean Says

"There was this guy – some bar back in a biker joint.
What? I had a type. Leather jacket, couple of scars, no mailing address? I was there. Guess I was a little wild back then. she pauses looks at Ben, Before I became a mom. turns back to Dean, So yeah. You can relax." Lisa Says

"Good." Dean Says As He looks at Ben

"I... I swear you look disappointed." Lisa Says

"Yeah, I don't know. It's weird, you know your life... I mean, this house and a kid... it's not my life. Never will be. Some stuff happened to me recently, and, uh... Anyway, a guy in my situation – you start to think, you know. I'm gonna be gone one day, and what am I leaving behind besides a car?" Dean Says

"I don't know. Ben may not be your kid, but ... he wouldn't be alive if it wasn't for you. That's a lot if you ask me." Lisa Says As Dean looks back and heads for the door

"You know, just for the record... you got a great kid. I would've been proud to be his dad." Dean Says Then She kisses him.

"Look, if, um... if you want to stick around for a while... you're welcome to stay." Lisa Says

"I can't. I got a lot of work to do, and it's not my life." Dean Says As She smiles at him. He smiles at her and leaves.

MOTEL ROOM

This sequence follows Sam in jump-cuts as he talks to several different people on the phone, while systematically crossing names off a list.

"Hi. I needed to check some facts with your, uh, with your secretary about a fire that occurred on November 24, 2006 in Lawrence, Kansas. Hardecker was his name.Okay. Great.I was just trying to find out the date he died. This is police chief Phil Jones. July 13th. Can you check the records for a Robert Campbell? July 19, 2001. Dead on arrival.
What I'm after is, is, is cause of death. Heart condition?,Wasn't he a cardiac surgeon? Wouldn't he have known about that?, I'm looking for information on... on Mrs. Wallace's death.
Two deaths. Who was the other? ... Ed Campbell.
Any survivors?, No, that's all I needed. Thank you very much.

He tosses the phone onto the bed and puts his head in his hands.

"Oh, my god."Sam Says

Later, in another room. About halfway through Sam's first statement it's revealed that he's speaking to Ruby.

"They're dead. All of them. All of my mom's friends. Her doctor, her uncle – everyone who ever knew her, systematically wiped off the map one at a time. Someone went through a hell of a lot of trouble trying to cover their tracks." Sam Says

"Yep. The Yellow-Eyed Demon." Ruby Says

"So, what's your deal? You show up wherever I am. You know all about me. You know all about my mom." Sam Says

"I already told you. I'm –" Ruby Says

"Oh, right, right. Yeah, yeah. Just a hunter. Just some hunter who happens to know more about my own family than I do. ... Just tell me who you are." Sam Says

"Sam, it –" Ruby Says

"Just... tell me who you are."Sam Says

She Begins laughing, "It doesn't matter." Ruby Says

"Just tell me who you are!"Sam Shouts in her face

"Fine."Ruby Says Then She blinks her eyes once and they go demon-black; she blinks again and they become normal. Sam backs up, fumbling in his bag.
Think twice before going for that holy water."

He pulls out a flask and holding it out, "Just give me one reason I should." Sam Says

"I'm here to help you, Sam." Ruby Says

"Is this some kind of joke?" Sam Asks

"God's honest truth... or whatever." Ruby Says

"You're a demon." Sam Says

"Don't be such a racist. I'm here because I want to help you. And I can if ... you trust me." Ruby Says

"Trust you? " Sam Says As he holds out the flask of holy water

"Sam, calm down." Ruby Says

"Start talking. All those murders... what was the demon trying to cover up?" Sam Says

"I don't know." Ruby Says

"What happened to my mother?" Sam Asks

"I honestly don't know. That's what I'm trying to find out. All I know is that it's about you." Ruby Says

"What?" Sam Says

"Don't you get it, Sam?, It's all about you. What happened to your mom, what happened to her friends. They're trying to cover up what he did to you. And I want to help you figure it out." Ruby Says

"Why would you want to help me?" Sam Asks

"I have my reasons. Not all demons are the same, Sam. Not all of us want the same thing. Me?, She shrugs, I want to help you from time to time. That's all. And if you let me, there's something in it for you." Ruby Says

"What could you possibly—" Sam says

"I could help you save your brother." Ruby Says