The episode starts with Lifty and Shifty inside of an abandoned warehouse that they have broken into. Lifty and Shifty take off down different aisles and we see Shifty reach down to inspect some old, but still in good shape hardware tools. We see a shadow fall on him, and then we hear a drill going and Shifty's screams from outside the warehouse. Blood is shown appearing on one of the windows.
The scene then cuts to the town late at night, which shows a flipped out Lifty killing several tree friends in gruesome ways. The Title screen appears before showing Lifty retreating back to the warehouse.
Later, we see Flaky walking through town and she sees a few Tree Friends murmuring about the old warehouse and how both of the town's thieves are missing. Flaky is actually surprised by this, as is Scratches. The Purple lizard wants to go investigate and while Flaky is unsure, she agrees to help him. They decided to travel towards the warehouse.
The old warehouse is somewhat aways and the two follow railroad tracks to get there. Flaky and Scratches are surprised to see Constantine up ahead and he seems to explain that he trying to save Lifty. He gets too deep into explaining it seems, and Scratches starts to day dream. Flaky tries to nervously warn Constantine of an approaching train but she doesn't speak up and he is hit.
The two are shaken, but continue. Flaky also takes Constantine's necklace with her for some reason. They approach the warehouse and are surprised that the main door is unlocked, allowing them to enter. Scratches and Flaky see dark shadows in the hallways. This causes the duo to run faster, but they soon encounter Lifty himself at the back of the store. He has written on the wall with blood his new name, "LiFt-E" and laughs maniacally at the two. Scratches puts an arm over Flaky and steps towards the raccoon bravely, but within seconds, Lifty charges at his throat.
Flaky freaks out as Scratches is being choked to death and has to quickly decide what to do. She can faintly see a shadow following Lifty and looks down at the necklace she held onto from Constantine. Trying to remember as much as she can, she decides to throw the sharp end of the necklace to the back shadow. It impales the shadow and it is revealed to be a very devilish looking nun. The demon screams and disintegrates as Lifty passes out from exhaustion.
Scratches happily cheers for Flaky and runs towards her, but they both return their attention to Lifty. He groggily gets up and thanks the two for their help but then asks where his brother is. Scratches peeks behind the shelf at Shifty's bloated body and sweats nervously before shrugging and leading Lifty outside.
- Shifty is drilled into with a power drill
- Dash is choked to death
- Nutty's skull is shattered
- Handy is disemboweled
- Constantine is hit by a Train
- Jasper is seen decapitated, with her spine still intact.
- The demon nun is ripped to ashes from Constantine's holy necklace.