WOODS

The boys are putting up branches over the police car, to hide it from plain sight and so that nobody can find it.

"So what, now you're seeing demons?" Sam Asks

"I've seen all kinds of things lately but... nothing like this." Dean Says

"Actually it's not all that crazy." Bobby Says

"How's it not that crazy?" Dean Says

"Well you've got, just over five hours to go? You're piercing the veil, Dean. You're glimpsing the B side." Bobby Says

"A little less new age-y please." Dean Says

"You're almost hell's bitch. So, you can see hell's other bitches." Bobby Says As Dean looks first surprised and then his mock-face comes on.

"Thank you." Dean Says

"Well, actually it could come in pretty handy" Elena Says

"Oh, well, I'm glad my doomed soul is good for something." Dean Says

"Damn right it is. Lilith's probably got demons stashed all over town. We can't let them sound the alarm. She knows we're here, we're dead before we're started." Bobby Says

"Well, this is a terrific plan. I'm excited to be a part of it. Can we go, please?" Dean Says As He begins to walk away with that and the others follow. The car is as hidden as they could manage, with branches all over it.

FREMONT HOUSE-DINING ROOM

Mr,Fremont, Pat and Lilith are sitting at the table in the dining room. The table is set with all kinds of candy. Mrs,Fremont walks in with the cake she was putting icing on earlier. It's got birthday candles on it.

"Happy birthday, sweetie." Mrs,Fremont Says

"Happy birthday." They All Say

"Yay! It's my birthday every day." Lilith Says

Mrs,Fremont has put down the cake on the table in front of the happy, smiling Lilith, She claps her hands and blows out the candles. Mrs,Fremont moves it over to her place at the table to cut it.

"Hmmm... cake. Again. It's good." Mrs,Fremont
As Pay smiles a little and nods his head yes.

"Hey grandpa, can I ask you something?" Lilith Says

"Sure jelly-bean. Anything." Pat Says

"Why did you try to go to Mr. Wayburn for help?" Lilith Asks

Mrs, Fremont looks up from the cake, worried. Pat half-smiles, trying to get out the situation that has just risen.

"I didn't. I don't know what you mean." Pat Says

"You big fat liar." Lilith Says

"I'm sorry. It was a mistake." Pat Says As He begins to look worried, as does the others.

"Did you two know about this?" Lilith Asks

Mrs,Fremont looks at her Husband they are not sure what to say, He looks to the side and at Lilith, Pat looks from Lilith to the others, very worried

"No." Mr,Fremont Says

Pat looks at him, shocked that he's not getting any help or backup, Lilith looks up at Mrs,Fremont who's looking down on Pat, He looks up at her, for her answer.

"No" Mrs,Fremont Says

Pay is shocked, scared and worried now. He looks over at Lilith who turns around to look at him after their answers.

"Grandpa? You don't love me?" Lilith Asks

"I do. I do! I love you!" Pat Says

"No, you don't. You're lying again. You're just a mean old man." Lilith Says

Pat  looks up at Mrs, Fremont pleading, She is on the verge of tears, scared to do anything.

"Do something. Help me, please." Pat Says

"I don't think I like you anymore." Lilith Says As She takes up her hand as she looks at Pat. She twists her hand in 90 degrees, and with that Pat's head twists in the same way, breaking his neck. He slumps down on his plate. Mrs,Fremont cries out, shocked, and then puts a hand to her mouth to silence herself. Lilith turns around and looks at Mrs.Fremont

"Nobody scream, okay? Screaming makes me mad." Lilith Says

Mrs,Fremont still has a hand over her mouth to keep herself silent, and tears in her eyes and her Husband is just looking at her and Lilith, scared and quiet. He looks over at Pat whose eyes are still open, Mrs. Fremont takes her hand from her mouth and then cuts through the cake, Lilith just cheers up with that, and suddenly all the intimidating coldness and scary part of her disappears.

"Mommy, can I have ice cream with mine?" Lilith Asks

ACROSS FROM THE FREMONT HOUSE

The Boys Are Looking through binoculars and See's how Lilith is smiling while Mrs,Fremont  is serving her a plate of cake and Mr,Fremont  is getting out of his chair, probably to get that ice cream, Pat is sitting dead at the end of the table with his head on his plate.

"It's the little girl. Her face is awful." Dean Says

Sam, Elena, Bobby and Dean is standing by a window, looking over at the family, Sam is currently the one with the binoculars standing While Bobby is in the middle and Elena is next to Dean, Sam lowers the binoculars.

"Alright then, let's go. We're wasting time." Sam Says As He walks past Bobby, Elena and Dean, behind them and he moves for the door but Dean grabs hold of him, stopping him from leaving.

"Wait!" Dean Says

"For what? For it to kill the rest of them?" Sam Asks

"Yeah, and us too if we're not careful. Look. See the real go-getter mailman on the clock at nine PM? " Dean Says As Sam holds up the binoculars and we see what he sees – the mailman sorting mail at the back of his car, Sam lowers the binoculars again.

"And Mr Rogers over there." Elena Says

"Demons?" Bobby Says As Sam looks through the binoculars again he see's

Mr,Rogers sitting in a chair in his home, smoking a pipe and reading a book, his chair facing the windows.

"Yes." Dean Says

"Ok, fine. We – we – we – we, we ninja pass those guys, sneak in." Sam Says

"Then what? Give a "Colombian necktie" to a ten year old girl, come on!" Dean Says

"Look, Dean, I know it's awful." Sam Says

"You think?" Dean Says

"This isn't just about saving you, Dean. This is about saving everybody." Sam Says

"She's gotta be stopped, Dean" Elena Says As Dean looks contemplative and he turns around and looks at Elena and then out the window.

"Oh, damn it." Dean Says

FREMONT HOUSE; LILITH'S BEDROOM

"Read it again, Mommy." Lilith Says

"But I've read it 26 times." Mrs,Fremont Says As She And Lilith are lying on Lilith's bed, She is resting her head on Mrs,Fremont's shoulder as she holds a book up to read from.

"Again." Lilith Says

"Once upon a time in the town of Celine lived a beautiful princess named Cleo. But the town was plagued with an evil dragon that demanded the blood of the children, and the princess was doomed to be sacrificed to the dark and terrible dragon." Mrs,Fremont Says As Lilith nuzzles on her shoulder.

STREET

The mailman standing by the back of his truck, flipping through mail, He suddenly hear a sound across the street and the mailman looks up, Dean is standing by a fence, looking over at him as if he's been caught. The mailman's eyes turns demon-black and he takes off after Dean, Dean runs back the way he came from, closely followed by the demon-mailman, Dean runs around a corner of the house the fence belonged to, and when the mailman comes around the same corner a second later he runs right into Elena holding Ruby's knife and it goes into his body, Elena struggles with him as he turns around and Dean comes up behind the mailman and puts a hand over his mouth so his death doesn't alarm the rest of the demons, Elena pulls out the knife and the demon-mailman flashes with light a few times and then Dean drops him to the ground.

Bobby holding a rosary.

"Exorcizo te, creatura aquae. In nomine dei patris onmipotintes." Bobby Says As He He drops the rosary into an opening of the water pipes and it's carried away by the stream.

Then Sam grabs the knife that is located in Mr, Rogers belly, who's lying dead on the ground. He pulls it out and stands up next to Dean and Elena , wiping it off. Dean grabs MR,Roger's feet and drags him out of view. He then comes back and takes off in another direction while Sam and Elena stands still, looking around.

Dean is running through some trees and coming up by a fence, where Ruby suddenly appears and shoves him into the fence, holding him there.

"I'd like my knife back, please. Or your neck snaps like a chicken bone." Ruby Says As Sam and Elena comes up behind her and Sam holds up her knife to her throat.

"He doesn't have it. Take it easy." Sam Says

She backs away from Dean, releasing him from the fence, Elena and Sam stands still next to Dean who turns around to face her.

"How the hell did you get out?" Dean Asks

"What you don't know about me could fill a book." Ruby Says As Dean suddenly reacts to her face, moving his head back just a bit with wider eyes.

"Whoa." Dean Says

"What?" Ruby Says As Dean looks to the side, not wanting to look at her anymore. He glances at her once or twice but that's it.

"Nothing. I just – I couldn't see you before, but you're one ugly broad." Dean Says

"Sam, give me the knife before you hurt yourself." Ruby Says

"You'll get it when this is over." Sam Says

"It's already over. I gave you a way to save Dean, you shot me down. Now it's too late. He's dead. And I'm not gonna let you die too." Ruby Says

"Try and stop me, and I'll kill you. Bitch." Sam Says

"Hit me with your best shot, baby." Ruby Says

"Guys, guys! Hey. Have your little catfight later." Elena Says As two people, father and son, standing outside on their porch looking at Dean, Elena, Sam and Ruby. Over to the next house where a man with a briefcase is standing, staring at them, and then the two other men staring at them, this time they can see their black eyes.

"So much for the element of surprise." Dean Says

"Go. Go. Run. Run!" Sam Says As They open the gate and runs, aiming for Lilith's house. As they do we see a lot more people running after them.

FREMONT HOUSE

Sam reaches the house first and starts picking the lock on the door, Elena, Ruby and Dean come up behind him, looking towards the lawn as more people are running after them.

"What the hell is taking Bobby So Long?" Dean Says
As Sam is having problems picking the lock and more people are running for them.

"I'm trying!" Sam Says As Suddenly when one demon reaches the lawn, the sprinklers turns on and she begins to flail, screaming, as the water burns her, Another demon is caught in the water and he screams and flails as well, Dean who has a smile starting to show on his lips, But They see a lot of possessed people standing outside the lawn, a few people in the water and our guys standing on the porch. Sam is still working on the lock and Dean begins to really smile, Sam finally gets the door opened and as he, Elena and Ruby go inside, Dean laughs at the demons then Elena Grabs Him by the arm to get inside the house.

FREMONT HOUSE

Sam, Ruby and Dean are standing over the body we met earlier in the episode with shocked faces, and Elena is closing the door, not having seen it yet. He turns around and sees it, and his serious game face is on again.

"You think Lilith knows we're here?" Dean Says

"Probably." Ruby Says As They look around a bit and then walks into the living room, Sam is going first, holding the knife out, Ruby and Elena is behind him, closely followed by Dean.

inside a closed cabinet behind them, a persons view in there and they see's Dean's back and the door opens up and goes for Dean, who hears the creak of the door and quickly turns around, putting up one hand and we get a shot from the side as Dean captures Mr,Fremont and puts a hand over his mouth, turning them around to Sam, Elena and Ruby, Dean makes "shushing" sounds to make Mr,Fremont be quiet and calm down.

"We're here to help. Ok? I'm gonna move my hand, and we're gonna talk nice and quiet, okay?" Dean Says As He nods his head yes and Dean slowly removes his hand.

"Sir, where is your daughter?" Sam Asks

"It's not... it's not her anymore." Mr,Fremont Says

"Where is she?" Elena Asks

"Upstairs. In her bedroom." Mr,Fremont Says

"Okay, okay, okay. Listen to me. I want you to go downstairs to the basement. Put a line of salt at the door behind you. Do you understand me?" Dean Says

"Not without my wife." Mr,Fremont Says

"Yes, without your wife." Dean Says

"No." Mr,Fremont Says Then Dean punches his lights out, He picks him up and puts him over his shoulder and gives the others a look. He then starts walking.

Sam, Elena and Ruby are walking upstairs, backs against the wall and as stealthy as possible. Sam is in the lead with the knife in front of him. When they get up they look around a bit and then Ruby walks to the door to their right, they share a look, Sam nods at her and then she goes in, closing the door behind her. Sam and Elena Walks slowly for the door to the left. He leans in against the closed door, trying to listen to any sign of life or Lilith, he opens the door as quietly as possible. He and Elena quickly slips in.

LILITH'S BEDROOM

Sam walks slowly into the room, knife out in front of him, Elena Behind him they walks towards her bed, It has thin drapes around it and through them and they see Mrs,Fremont and Lilith lying on the bed, asleep. Sam slowly makes his way around it while keeping his eyes glued to them. As he round the corner of the bed he shifts the knife in his hand so it's now in a stabbing position. As quietly and slowly as possible, he removes the drapes and we hear Mrs, Fremont is breathing heavily, scared, as Sam and Elena comes into view, They Move the drapes and reveals  Mrs, Fremont looking up at Sam and Elena , scared, with Lilith still nuzzled into her shoulder, apparently asleep.

"Do it!" Mrs, Fremont Says As Sam slowly raises the knife, looking down on the Girl who is possessed. She stirs a little.

"Do it." Mrs, Fremont Says

Sam is looking at Lilith trying to collect himself to stab a child While Elena looks at Him

"Do it!" Mrs,Fremont Says As Lilith moves a little, apparently starting to wake up, Mrs,Fremont gets more and more afraid and panicked and Sam is staring at Lilith, pulling himself to the point of stabbing her.

"Do it! Do it!"

Lilith wakes up, and starts to rise on the bed, eyes hardly opened.

"Hurry!" Mrs,Fremont Says Then Lilith screams when she opens her eyes and sees Sam who lunges for her, At the last moment he's stopped by Dean who grabs hold of his arm.

"It's not her!"

"What?" Elena Says As The girl is breathing fast and heavily from what was just about to happen, Then Ruby Is standing behind Sam, Elena and Dean.

"It's not in the girl anymore." Dean Says

"Mommy!" The Girl Says

"Mommy's here. Mommy's here. It's okay." Mrs, Fremont Says As The Girl cries.

HOUSE ACROSS FROM THE FREMONT HOUSE

There are people standing in front of the Fremont house, outside the barrier of the sprinklers. Then Bobby who's standing in the window seeing this. We hear a clock ticking and Bobby takes up his hand, looking at it.

"Damn it." Bobby Says As He looks out through the window again.

FREMONT HOUSE

They all come down the stairs, Mrs, Fremont and Dean first.

"Alright, no matter what you hear. You, your husband and your daughter stay in the basement." Dean Says As She goes through the basement door and Dean follows, Elena, Sam and Ruby walk past them.

"Well, I hate to be a "told you so"." Ruby Says

"Now's Not the time bitch" Elena Says as Ruby Looks At Her Shocked

"Alright Ruby, where is she?" Sam Asks

"I don't know." Ruby Says As They enter the living room.

"Could she get past the sprinklers?" Elena Asks

"Her pay grade, she ain't sweating the holy water." Ruby Says

"Ok, you win. What do I have to do?" Sam Asks As She looks at him questioningly.

"What do you mean?" Ruby Says

"To save Dean." Sam Says

"Sam, What ?"Elena Says As Dean comes up behind Sam.

"What do you need me to do?" Sam Asks As Dean grabs him from behind, trying to turn him.

"What the hell do you think you're doing?" Dean Asks As Sam pulls loose from Dean

"Just shut up for a second, Ruby!" Sam Says

"You had your chance. You can't just flip a switch. We needed time." Ruby Says

"Well, there's gotta be something. There's gotta be some way, whatever it is, I'll do it." Sam Says
As Dean comes up behind him again, grabbing him.
Don't, Dean! I'm not gonna let you go to hell, Dean!" 

"Yes, you are!" Dean Says As They look at each other for a moment, Yes, you are they both of you are"

Sam and Elena just stares at him.

"I'm sorry. I mean this is all my fault, I know that. But what you're doing, it's not gonna save me. It's only gonna kill you." Dean Says As Sam looks away for a second, Elena Looks down tears building in their eyes

"Then, what am I supposed to do?" Sam Asks

"Keep fighting. Take care of my wheels, Look Out For Lena, He Looks Over At Her And She Looks At Him With Tears, and Bobby, Sam, remember what Dad taught you... okay?, Sam nods, holding his tears back, and remember what I taught you." Dean Says

As tears build in Dean's eyes they hear the grandfather clock tick and then begin to strike midnight, Dean looks over at it then he looks over at Sam and Elena who's also watching the grandfather clock. Sam turns his head, tears spilling down his cheeks, and looks as Him, Dean gives him a little smile as he tries to keep himself calm and hold back his tears.

"I'm sorry, Dean. I wouldn't wish this upon my worst enemy." Ruby Says

Then They hear the hellhounds begin to howl and Dean's face falls as he turns around to where we heard them, Sam looks at him and then look in the same direction understanding that something's up.

"Hellhound." Dean Says

"Where?" Sam Asks

"There." Dean Says As They All Look to where the hellhound is, they don't see anything, but hear its growl, Ruby whose face falls as she sees it, through the hellhound's eyes, as it's staring at Dean, Elena , Sam and Ruby, As it begins to move, Dean bolts out of the room, followed by the others, and the hellhound quickly behind them. They run into another room and close the doors fast in the face of the hellhound.

OFFICE

Dean takes out the bag with goofer dust as Sam, Elena and Ruby stand against the doors, holding them shut while the hellhound is pounding to get in. Dean runs over and throws himself down at the floor by the door and frantically starts pouring out the dust. The pounding suddenly stops and for a second they all stand still, then Dean bolts for the window and pours out the dust on the windowsill.

"Give me the knife, maybe I can fight it off." Ruby Says As Sam looks at her, a bit confused.

"What?" Sam Says

"Come on! That dust won't last forever." Ruby Says

Then Dean turns around and looks at them from behind Sam and Elena, After a few seconds Sam takes out the knife, about to hand it to Ruby.

"Wait!" Dean Says As Sam and Elena Turn to him

"You wanna die?" Ruby Says

"Sam, Elena that's not Ruby. It's not Ruby!" Dean Says

Then They turn back to Ruby without touching him, flings Sam and Elena hard up against the wall, pinning them. Sam drops the knife and it falls to the floor. She then flings Dean pinning him on top of the table. Dean grunts as he holds up his head so he can look at Ruby, Sam and Elena looks from Dean to Ruby.

"How long you been in her?" Dean Asks

Rub'y entire facial expression changes and becomes childlike, Lilith has taken over the body Ruby possessed.

"Not long." Lilith Says As She looks down on Ruby's body as she speaks, But I like it. It's all grown up and pretty."

She looks up at Dean again, her eyes turning white.

"And where's Ruby?" Sam Asks As Lilith eyes turns back to normal.

"She was a very bad girl, so I sent her far, far away." Lilith Says As She tilts her head step by step and we hear her neck crunch with each tilting motion.

"You know, I should have seen it before... but you all look alike to me." Dean Says

She snaps her head to Sam, who looks over at her. She starts walking slowly towards him.

"Hello, Sam. I've wanted to meet you for a very long time" Lilith Says As She grabs hold of his chin, forcing him to face her, Against his will, Your Lips are so soft"

"Ugh, Get A Room" Elena Says Then Lilith Looks Over At Elena

"Ahh Miss Elena Singer Your Much Prettier than what every other demon has described you, She grabs Elena's Chin, I could just eat you up" Lilith Says

"Sorry But Demon Is Not My Type" Elena Says

"I like you, But Sammy I like you more" Lilith Says

"Right, so you have me. Let my brother go." Sam Says As He looks down on her.

"Silly goose. You wanna bargain, you have to have something that I want. You don't." Lilith Says

"So, is this your big plan, huh? Drag me to hell. Kill Sam. And then what? Become queen bitch?" Dean Asks

"I don't have to answer to puppy chow." Lilith Says

Dean is clearly in pain on the table, trying to hold himself up against her restraint. Lilith suddenly moves from Sam, The she looks at Dean, and walks over to the door while Dean follows her with his eyes. She grabs hold of the doorhandle and while looking at Dean

"Sic 'em, boy." Lilith Says As Elena and Sam snaps their head to Dean, and Dean looks over at him and then at the door, Lilith opens the door and the goofer dust blows away as the hellhound gets him. Lilith just laughs and smiles. Through the hellhound's eyes it runs at Dean on the table, It grabs him by his legs and pulls him down as he screams. It begins to rip him as Sam and Elena stands against the wall, helpless, scared and panicked.

"NOOOO!" Elena Says Crying

"No! Stop!" Sam Says

Lilith just looks over at Sam and Elena, then down at Dean who's struggling on the floor. The hound has already slashed his right leg and is now attacking his chest as he screams in pain, He turns over onto his stomach.

"STOP IT!" Sam Says

"Stop...Stop Please" Elena Says Crying

As Lilith just watches with a little smile on her face. The hound slashes Dean on his back and his shoulder.

"No!" Sam Says

Dean flips over and it slashes him over his chest, blood gushing out, Sam and Elena just watches in horror.

"No. Stop it." Elena Says As Dean is taking his last breaths now.

"STOP IT!" Sam Says As The blood pours out of Dean's chest and he's not screaming anymore, but still not dead.

"NO!" Sam Says As Lilith smiles at Him

"Yes." Lilith Says As She holds out her hand and suddenly white light erupts from it. As it builds up Sam and Elena turns their heads and eyes closed. Suddenly her white light is retracted, her eyes is still white but slowly turns back to normal, and she looks confused and shocked. Sam and Elena fall to the floor is on the floor huddled in a corner next to a cabinet, Sam is Holding his hands up in front of his face Elena's Eyes are closed, When they notices nothing happened and the light is gone Sam slowly takes down his hands and Elena opens her eyes they looks up at her and rises up to a standing position. She looks at the floor, afraid. She holds out her hand and looks at Sam.

"Back." Lilith Says As Sam takes a breath and starts walking towards her, I said back."

Sam bends down and picks up Ruby's knife. Lilith looks very afraid of him now, as he just looks determined and hateful.

"I don't think so." Sam Says

He pulls back his hand, and motions to stab her but suddenly Lilith exits Ruby's body, The black smoke go out of her body as she screams the black smoke goes into the ventilation in the roof and an angle from the roof

Then Sam and Elena Looks at Dean's body lying still on the floor, bloody, Dean isn't moving, his eyes opened. He's dead. Sam looks down on him breathing heavily, Dean and Ruby lying next to each other on the floor, both dead. With tears building up quickly Sam and Elena slowly walks over to Dean. They begins to cry, Sam bends down next to him. He picks up Dean, holding his head close to him, While Elena Is Next To Him

"D...Dean" Elena Says While Sobbing

"No... no... Dean..." Sam Says As he cries and mourns his brother, Then We Looks At Dean's face and begins to zoom into his left eye.

"Dean..." Sam Says

As we come through Dean's eye, everything is green and the texture is cloudy, There are chains everywhere, stretched from place to place that we can't see. There is thunder and lightning and we hear Dean's scream, We Move around the chains and suddenly There Is Dean in the middle of them, hooked up by his arms and legs.

"HELP! NO! SOMEBODY HELP ME!, We moves in on him and there is a hook is attached through his right shoulder, he's bloody and sweaty. There's blood in his mouth and he looks completely terrified, SAM!!, "SAAAAAAAM!!!!!". Dean Says