Barnabas follows Kitty/Josette and finds himself once again in 1796, a vampire, shortly before Josette’s suicide. Barnabas is determined not to let Josette kill herself this time. The evening plays itself out almost exactly as it did previously. Josette is lured to Widows hill where she is confronted by visions of herself as a vampire conjured up by Angelique.

Natalie stops Josette from jumping. Barnabas and Josette plan to go back to 1897 together. Barnabas is abducted by two strange beings. Josette takes poison when she thinks that Barnabas has left without her.

Oberon and Haza perform a ceremony over Barnabas, they give him the Leviathan Box which he is to give to the chosen ones. They tell Barnabas that a new and powerful leader will be coming. A strange man lurks around the Collins estate. Julia waits for Barnabas’ return; she hears voices from the past. Julia goes to the Old House and finds the strange man.

Julia stops the strange man, however he runs away. Julia purchases a painting by Charles Tate from antique dealers Philip and Megan Todd. Julia wonders if Tate might still be alive. Megan has a feeling that she and Philip should sell the antique shop and leave Collinsport.

Barnabas returns to 1969 with the Leviathan box. Julia shows Stokes the Charles Tate painting. Sabrina Stuart warns Carolyn about Chris Jennings. Julia notices Barnabas’ strange behavior following his return, and becomes suspicious of the Leviathan box. Julia hears the sound of breathing coming from the box.

Julia is unable to open the box; Barnabas gets angry with Julia’s questions. Julia finds that someone is willing to purchase her Charles Tate painting. Barnabas gives Carolyn a pentagram and tells her to wear it. Oberon explains to Barnabas in a dream that he will know the “chosen ones” when they knock at the door.

Philip and Megan show up at the Old House; Barnabas knows they are the chosen ones. The strange man calls Collinwood asking for Elizabeth; he later visits Maggie and asks her if he can tell her a secret. Barnabas gives Philip and Megan the Leviathan box, when they open it sounds as if something has escaped.

Megan and Philip find a book inside the box. Barnabas tells Megan that a room must be prepared. Philip and Megan put a cradle in the room they have prepared and claim “in darkness it will grow.” The strange man identifies himself as Paul Stoddard, Carolyn’s father.

Paul Stoddard talks with Carolyn, “explaining” why he was away for twenty years. The Todds care for a mysterious new infant. David catches Carolyn talking with Paul and mistakenly believes he is her new boyfriend. David steals the Leviathan book from the Todds' antique shop. The Todds plan to track down and kill whoever has taken the book.

The “baby” becomes ill. Carolyn and Barnabas question David about the missing book. Barnabas takes Philip to the Leviathan altar to make him understand he will be punished for failing. Megan becomes frantic and is sure that someone is coming to kill her.

the baby has an unusual birthmark. David starts to become obsessed with the Leviathan book. Olivia Corey shows up at Collinwood asking to see the Charles Tate painting that Julia purchased; Julia comments on her resemblance to Amanda Harris. David enters the Leviathan altar.

Chris tries to convince Carolyn that she would be better off without him. Barnabas releases Philip after “making him understand.” The ghost of Jenny Collins stops Chris from killing himself, and tells him he must find Quentin. Unseen forces terrorize Megan while in the antique shop alone.

Philip tries to strangle Megan, David stops him. David, now under the influence of the Leviathans, gives Philip and Megan instructions. Julia, Chris and David hold a seance to contact the spirit of Quentin. Paul Stoddard receives a message that payment will be due December 4th; he becomes further upset when he finds that he has the mark of the Leviathans on his wrist.

Elizabeth follows Carolyn and finds her with Paul. Elizabeth demands that Paul leave town. A sailor recognizes the Leviathan mark on Paul’s wrist and agrees to help him. Paul sits inside a pentagram and there is a knock on the door.

Carolyn finds Paul acting paranoid and asks Julia to check on him. Barnabas reminds Paul of an agreement he made twenty years earlier. In 1949 Paul promised to give a man named Strak his most valuable possession. Paul later realizes that Carolyn is his most valuable possession and the Leviathans want her.

Paul tries to get Carolyn to leave Collinsport with him. Roger tries to get Carolyn to stay away from her father. Roger gives Carolyn money to test Paul to see if he will leave town as soon as he gets it. Barnabas tells Paul he has no choice but to comply with what is going to happen. In the antique shop Carolyn hears the sound of breathing coming from the baby’s room.

Megan convinces Carolyn the strange noise was just a radiator. A unknown man watches Carolyn at the antique shop; later he wanders around inside Collinwood while no one is there. Paul tries to get Elizabeth to make Carolyn leave town for her own good. David takes something to the baby in the mysterious room at the antique shop. Elizabeth sees David enter the antique shop and searches for him.

Olivia has the painting that Julia purchased photographed. Elizabeth questions David about his visit to the antique shop. Olivia actually has the painting x-rayed and discovers that there is another painting underneath the top layer of paint.

Elizabeth again grills David about his recent strange behavior. Carolyn meets a strange man and becomes very interested in him. Elizabeth becomes curious about the Leviathan book that David has been reading. Elizabeth has a disturbing dream about David. Barnabas hits the strange man with his car; he looks like Quentin Collins.

The stranger’s name is Grant Douglas, however Julia is convinced he is Quentin. Barnabas tells Megan in dream that things are going to change. Barnabas tries to convince Julia that Grant Douglas is not Quentin. Carolyn finds a strange boy at the Todds’ antique shop.

Carolyn !nds that the Todds are now caring for a boy named Alexander who is apparently their nephew. Alexander is very interested in Carolyn. Carolyn gives Paul the check that Roger gave her; Paul tears up the check and later convinces Carolyn to leave Collinsport with him. Elizabeth invites Paul to stay at Collinwood, as a result he changes his mind about leaving town. Elizabeth comes under the power of the Leviathans.

Barnabas resists the urge to kill Grant (Quentin). Paul moves into Collinwood and finds that Elizabeth does not believe his story that there is a plot against him. Grant awakes and does not remember who he is. Julia starts to suspect that there is something to Paul’s story. Elizabeth becomes concerned that Paul is talking too much; Barnabas makes plans to deal with him.

Alexander visits Collinwood to play with David; Paul becomes convinced that Alexander is part of the plot against him. Maggie sees David acting strange around Alexander and begins to suspect that something strange is going on. Roger is angered to find out that Paul is now living at Collinwood. Paul follows Alexander and hears a strange breathing noise.

Paul sees Carolyn as a little girl, she runs away from him. Julia tries to hypnotize Grant to help him remember his past. Chris and Julia find that Olivia had the painting x-rayed, and now she would like to barrow it again. Olivia becomes interested in helping Grant when she finds that he is in the hospital and cannot remember who he is.

Olivia is upset to find that Grant (Quentin) does not recognize who her. Julia has an expert remove the top layer of paint from the landscape to find there is a portrait of Amanda Harris under it. Julia plays Quentin’s theme for Grant hoping it will bring back his memory.