Luke and his gang of wolves attack a truck carrying toxic waste for Tyler Creed, leaving the driver badly burned and the truck leaking a toxic gas. Luke visits Sophia in the night to confess, but is almost caught by her dad and flees before telling her the whole story. Sheriff Donner questions Luke about the accident, but when Luke takes him to the site, the overturned truck is gone. All that remains is a strange white residue.
John Kanin is awakened in the night by a knock at his cabin door. It is Ruby, who warns him that she is being watched and that he must leave town without her. She says she never loved him and never will, then throws him against the wall and leaves. Kanin tries to follow, but it's soon clear that he's merely hallucinating from the soup that Sherman Blackstone has left him for a cold. In further hallucinations, he is visited by his parents who tell him he was adopted.
Having been warned again by Sheriff Donner to stay away from his daughter, Luke rebuffs Sophia at the diner, leaving her confused. After suffering severe nose bleeds caused by the toxic gas from the truck, Luke visits Sophia later at the diner and asks her not to repeat what he had confessed to her earlier. They argue and she walks away. Later, a conciliatory Luke offers to teach Sophia how to play pool.
Willard Cates encourages Vivian to start thinking about plans for herself after he dies. Having earlier refused Tyler's advances at her house, Vivian shares a romantic interlude with Tyler at his house before calling off the affair, saying that her place is with her husband.
In a final hallucination, Kanin imagines Ruby seducing him. She tells him that they are two of a kind and he sees himself half-transformed in the mirror.
After an argument over the future of their toxic waste scheme, Tyler kills the two men who were also involved with him. Sheriff Donner, hot on the trail, tracks Tyler to the old tannery building where Tyler has been storing canisters of toxic sludge. It is also the site where Tyler hopes to build a controversial new prison. Tyler tries to coax Sheriff Donner into a fight--wolf to wolf--but Donner refuses. Realizing what he's up against, Donner offers Kanin a position on the local police force.
That night at the diner, Willard and Vivian share a quiet moment and a dance. Luke and Sophia look on, holding hands.
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