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Clay and Elena have returned to Stately Stonehaven Manor. Daniel Santos calls them. He's got Clay tied up and threatens to kill him unless Elena agrees to meet. Elena's down for a meeting, but Jeremy forbids it. When Elena later tries to sneak out, Jeremy locks her in a cage! He can't let her compromise his attempts to negotiate with Santos, Jeremy tells her.
Meanwhile, a shirtless Clay continues to be tortured by Santos and his merry band of psychoapthic wolves. Santos wants intel on the Pack and Jeremy, but Clay refuses to budge.
The Pack is surprised when Rachel shows up with an injured Logan, off his request last episode to her that she bring him to Stonehaven. Jeremy heals Logan, who silently worries that Jeremy's going to off her since she is this close to finding out they are werewolves (for the record, Rachel doesn't figure it out but she realizes Stonehaven is pretty weird). Logan, meanwhile, hears Elena banging on some pipes in the basement and frees her.
Elena goes and meets with Santos, who offers her a deal: Clay lives and the Pack will be left alone IF she joins him and mates with him. If she agrees, then renegs, Clay and the Pack will die; that threat exists in perpetuity. Elena's clearly torn. She questions if Philip's safe, and Santos mentions that Victor Olson (the psycho werewolf that molested Elena as a kid) went after Philip to murder him, after his botched attempt in Episode #11. Elena goes to rescue Philip.
Philip, meanwhile, is in the hospital using the cover story of a "home invasion" for his mother and sister. He hints to Diane, his sister, that Elena is in trouble and that he has to protect her.
Elena catches up with Victor at Philip's and knocks him out. She tortures him until he reveals Clay's location, then leaves him to bleed to death. She also encounters Philip, who wants to protect her. With Santos' threats ringing in her ears, Elena tells Philip she'll just bring him danger and risk his life. She leaves.
Elena heads to Clay's kidnapping locale, where she distracts Thomas LeBlanc and knocks out Santos and Karl Marsten with a staff (side note: Possible that Laura Vandervoort should play Cheetara in the Thundercats movie based on how she moves a staff). She resceues Clay and bring him to Stonehaven. Once there, Jeremy drops a bomb - when Clay brought Elena to Stonehaven all those years ago (when she was still human), Jeremy planned to kill her because he thought she witnessed him transform from wolf to human. Clay turned her in order to SAVE her. He's kept it quiet ever since then to preserve Jeremy and Elena's relationship. Elena is gobsmacked and PISSED. She runs up to Clay's room, where he's asleep. She gets in bed with him, realizing that the man she loved, who she believed wronged her, never betrayed her at all.
Nick and Jeremy discuss the likelihood that there's a mastermind behind Santos. Nick, who heard he name "James Williams" from Clay as someone they should investigate (see Episode #10). Meanwhile, said James Williams calls Santos and orders him to step up the plan. He wants Santos and crew to invade Stonehaven.