The episode opens right where the last one ended, with Stiles, Scott, and Noel just inside the doors of the school. Stiles realizes he dropped his metal cutters outside the doors, and says to Scott "Hold Noel, I have to go get it."

"Stiles, don't," Scott begs, but grabs Noel anyway. Noel struggles his way out of Scott's arms, panting in fear and saying "Stiles, let me get it. I can see if Derek's okay if I go."

Stiles says "No, I'm doing it. Just don't come out and try to save me if it attacks me. Save yourselves."

Scott and Noel yell as Stiles steps outside to grab his cutters, and when he gets inside successfully, Noel grabs him and pulls him in while Scott blocks the door. The three of them look out of the windows and see that the alpha is gone for now, and when they hear howling, they all run into a random classroom.

In the classroom during Scott and Stiles' exchange, Noel takes over Stiles' "He killed Derek" line. It's obvious that Noel cares deeply about Derek. Scott asks "What do we do?" and Noel says "We get out of here. Either in the camaro or the jeep, doesn't matter, but we have to get out."

"And you start seriously thinking about quitting your job, Scott," Stiles says to Scott, and the three boys go to the window to find a way out.

When Scott suggests that they'll have to run really fast to escape from the alpha, Noel says "You really don't sound too sure about this plan."

When Scott points out the bent hood of Stiles' jeep, Noel says "Jeez, that's gonna cost a pretty penny to fix."

"Nothing a hammer and some TLC won't fix for free," Stiles says before the battery of the car breaks through the window. Noel pants from where he sits on the ground staring at the battery, and says "You think a hammer and some TLC is gonna fix that for free?"

Cue the intro.

—

When the boys flee the classroom and are trying to think of a place with only a few windows, Noel is the one who suggests they go to the locker room. The three run there and lock themselves in.

When Scott suggests that they take Derek's car and go, Noel says "If we're gonna raid his dead body for his car keys, the least we can do is take him with us and dump him at the hospital."

"Why do you care so much about Derek?" Stiles asks Noel, but he doesn't respond. The boys move to leave the locker room when Scott stops them and makes them be quiet. It's revealed then that there's something at the door, and they all hide in their lockers.

When it's revealed that it's just the custodian, Noel says to him "Sir, you don't understand, you have to hide!"

"Like hell I do!" the custodian replies. "This isn't the first time you high school kids have tried sneaking around the school at night. Well this time it's not gonna fly! Go home!" He shoves the three of them out of the locker room and is killed by the alpha, and Noel cusses and stomps his foot on the ground in frustration before pulling Stiles and Scott to run.

—

When the boys try to leave the school, they find themselves locked in. "It barricaded us inside before we could barricade it out!" Noel yells in frustration, kicking the door and putting his hands in his hair.

"I'm not dying here, I'm not dying at school!" Stiles says and Scott replies "We're not going to die!" to which Noel says "Face it, Scott. If that thing killed Derek as easily as it did, the three of us are just gonna be target practice to it."

—

When they all see the alpha on the roof, Noel yells for them to run, which gives them a bit of a head start as the alpha crashes through the window.

As Scott and Stiles run from it, Noel is grabbed from behind and snatched away from the group. Scott and Stiles either don't acknowledge it or don't notice, continuing to run as Noel screams behind them. The alpha pins him up to the lockers and roars in his face as Noel sobs and turns his head so he isn't looking at the alpha in the eyes. The alpha growls deeply before stopping suddenly, leaning in and looking at the jacket Noel is wearing. He looks confused before dropping the boy with a roar and running after Scott and Stiles once again. Noel sits there on the ground on his knees, panting heavily before looking down at his jacket and then back at the alpha. The scene ends abruptly.

—

We meet back with Scott and Stiles in the locker room, and after they have a second to catch their breath, Scott looks around and says in horror "Oh my god, it got Noel!"

"Better him than us," Stiles says, but with a single look from Scott he immediately regrets his words. "Hey, aren't his parents dead? Yeah? Good, see? Family reunion," Stiles says, in a lazy attempt to put a positive spin on Noel's death. Scott shakes his head in disbelief before he sees the alpha in the locker room with them. The scene between Scott and Stiles continues as normal.

—

After Scott and Stiles trap the alpha and Scott gets across the desk, Stiles leans in to look. Scott pulls him back and says "Are you kidding me? That's the thing that killed Noel!"

"It's trapped, it can't kill anyone else. Relax," Stiles says, and the scene continues as normal.

—

Allison calls Scott's name in the hallway once before we get a jumpscare - Noel, grabbing Allison's shoulders and gesturing for her to keep quiet. She's about to ask what's wrong when Noel repeats the action, putting a finger over his mouth and dragging her by the hand down the hall. She breaks free of his grip and starts calling out for Scott again, Noel looking terrified as he whispers "Allison, please, don't make a sound. Please."

"Where the hell is Scott?" she asks him, and Noel growls out a noise of frustration before running off in the opposite direction, straight into Jackson.

"Noel, what the hell are you doing here?!" Jackson asks, shoving his cousin away from him in disgust. Noel says "Shut up, shut up, you have to get out of here."

Jackson grabs Noel by the collar of his jacket, pinning him against the wall and saying "You don't tell me when to shut up, asswipe."

Noel jerks out of Jackson's grip and says "Jackson, stop! If you don't listen to me and run right now, you're going to-"

Suddenly Jackson sees the alpha down the hallway, and Noel's eyes widen. "Jackson, run," he begs, but Jackson doesn't take it seriously. He thinks it's Scott, and Noel says again "Jackson, run!" Jackson again doesn't budge even when Noel tugs on his sleeve, asking the figure if it's Derek. At this point Noel is done trying, running back the way he came to try and find Scott and Stiles before the alpha does.

—

After Jackson and Lydia meet Stiles, Scott, and Allison in the lobby, Noel comes running in from the same door Stiles and Scott entered through. Scott and Stiles turn and look at him, each putting a hand on his shoulder.

"Noel, we thought you were dead," Scott says in relief, and Noel says "No, but I came pretty close to it."

"Why would you think he was dead?" Allison asks and looks at Scott, and even Jackson looks a bit concerned. Scott is about to answer when they all hear the footsteps in the ceiling.

—

They all burst through the door to the classroom in unison, looking around for a way out. Noel helps everyone stack chairs to barricade the door, ignoring Stiles.

When Allison, Lydia, and Jackson try to get answers about what's happening and Stiles says that someone killed the janitor, Noel pipes in and says "And they almost tried to kill me. That's why I was telling you to be quiet and  you to run," he says to Allison and Jackson in turn, both of them looking a bit guilty before Allison asks if this is all a joke.

Just like Stiles, when Allison keeps asking who is going to kill them, he keeps looking to Scott for answers. He knows it's not his place to tell them about the alpha. When Scott blames Derek, Noel yells "Scott, what the h-!!" Before he can finish his sentence, Stiles grabs him and covers his mouth. Noel looks ready to cry as Scott keeps being more and more adamant about Derek being the killer, Stiles still holding him and covering his mouth.

—

Noel follows Scott and Stiles to their private little conversation in the corner, and Noel immediately shoves Scott and says "Do you have no respect for the dead?! Why are you blaming Derek, what good is that going to do us?!"

"I had to say something!" Scott says, but lets Noel get out his anger by pushing him again. "If he's dead, it doesn't matter, right?" Scott says, but then immediately says "Except if he's not.."

Stiles says the main concern now is getting out alive, and Scott says "But we are alive! It could have killed us already, especially Noel! It's like it's cornering us or something."

"Maybe it's just playing chase before it takes its prey," Noel suggests, and Stiles says "What, so it can eat us all at the same time?"

"Derek says it wants revenge," Scott offers, and Stiles says "But for who?" "I don't know, Allison's family?" "Maybe that's what the text was about," Noel says, and Stiles nods in agreement.

—

When Stiles punches Jackson after Jackson tries to grab him, Noel says "Stiles!" and pulls him away from his cousin. When the door starts to be broken down, Noel is at the front of everyone, even Scott, obviously intending to sacrifice himself to the alpha if need be.

"Noel, get behind me," Scott commands, but Noel says "It had the chance to kill me once and didn't take it. Maybe I'll get lucky again."

"And maybe you won't," Jackson says and drags Noel behind him with Lydia, protecting the boy. Noel looks shocked by Jackson's gesture, but stays where he was put and runs with everyone when they try to get out of the room they're in. Again, Jackson forces Noel to run in front of him so he can protect him if the need arises.

—

They all get inside the classroom, and Noel stands beside Jackson as they wait to see if the alpha attacks them in there. When he doesn't, Noel sighs in relief with everyone else and notices that Jackson has been holding onto his shirt this whole time. Noel looks at Jackson's hand and then at his cousin, and Jackson finally lets go like nothing had just happened.

When Scott suggests that he can go find the janitor's keys to open the deadbolt, Noel says "Are we all just forgetting that that thing had me literally in it's claws ready to kill me and then just let me go? If anyone should go back to find the keys, it should be me."

"I'm not letting you risk your life like that when I'm the one it wants. I'm getting the key," Scott says, pushing past Stiles and Noel to go get the key.

—

After everyone hears the howl of the alpha and Jackson collapses to the floor, Noel's eyes spark yellow briefly and he gasps in mutual pain. He quickly recovers, breathing heavily as he looks down at Jackson. He helps his cousin stand after the screams of pain end.

—

Noel walks out of the school with Scott, Stiles, and the sheriff after the police arrive. He doesn't say much until after the sheriff leaves to go see what's up. Noel takes Stiles' line a little later when he says "What do you mean, what old pack?" Scott answers "Allison. Jackson, Lydia... You guys." Noel looks both flattered and afraid at the revelation that he is considered a part of Scott's pack despite his obvious preference for Derek.

—

"The alpha doesn't want to kill us," Stiles says understandingly. Scott nods and says "He wants me to do it. That's why he didn't kill Noel when he could have. And that's not even the worst part."

"How in the holy hell is that not the worst part?!" Stiles asks, Noel wrapping Derek's jacket tighter around himself. Scott says softly "Because when he made me shift... I wanted to do it. I wanted to kill you. All of you."

Noel and Stiles stare at Scott in shock, both speechless. Scott starts approaching Deaton and Noel follows along behind Scott. After the sheriff shoo's the boys away, Noel goes to Jackson's car and presumably gets taken home by the boy.