That night, Lilith dragged a half dazed Justin into the Supernatural Wing of the empty museum while gloating at making Courtney cry and reaching her goal of taking over the male students of the school. Justin begins to snap out of it, remembers what he said to Courtney, and feels terrible about it. He attempts to leave but Lilith uses her Succubus charms to put him in a daze again, puts him on the floor under the Kinsmir Blade, closes in for a kiss to put Justin in her power forever. As she approaches, the Kinsmir Blade yells at Justin telepathically to wake up snapping Justin out of Lilith's spell as he stops her from kissing him. He says he can't do what Lilith was trying to do unaware of her true intentions after what he said to Courtney. Lilith tries to get him under her control again but fails making her realize that Justin's friendship with Courtney was too strong to control him. She loses her temper, pushes Justin into the Kinsmir-Blade display case breaking it, causes the artifact to fall onto Justin's wrist, and she transforms into her Succubus form. She then goes to kill Justin when Elsa manages to punch Lilith into a wall while Courtney helps Justin and they reconcile. Suddenly, Lilith gets back up, gets around Elsa, and sends her through the second floor. Courtney is unable to fight without an elemental stone to help her channel her power, they are left defenseless as Lilith plans to finish them both.

Courtney shields Justin but takes a bad blow to the back while saying that this time she'll protect Justin. Justin feels completely useless when compared to what Courtney and Elsa can do and wishes he could do more. Suddenly, the Kinsmir Blade asks him if he wants power to protect his friends. Justin is unsure where the voice is coming from but then sees Lilith go for the kill on Courtney, accusing her of just protecting her shield. As Elsa reappears holding Lilith off, Courtney says she's defending her first friend in a long time and doesn't want to lose him or any of the other friends she's made so far. Justin touched by that, tells the Kinsmir Blade he'll take that power, and he is suddenly bathed in a bright light from the bracelet. The light and Justin's screams of pain get everyone's attention as he stands before them covered in armor from the Kinsmir Blade. Lilith tries to finish them off with an illusion while revealing her race is dying out and they need to find strong men to make more Succubus with, but is blasted out of the museum by Justin. Courtney and Elsa prepare to defend themselves due to not knowing what happened to Justin, but instead he heals them, and makes sure they are all right. Boogie reminds them that Lilith is still outside making them go after her.

Outside the museum, Lilith is getting up and attempting to escape, but is stopped by Justin being controlled by the Kinsmir Blade with an axe made by the bracelet in hand. Before he can finish her, Courtney stops Justin saying that he would never go this far. Despite all that Lilith did, Courtney says it wasn't for the wrong reason, she can tell Lilith and the blade possessing Justin weren't bad people, and that they can be friends. The Kinsmir Blade agrees, returns control to Justin, and returns to being a bracelet

The next day at Stranger's store, the group including Alex go over what they know about the Kinsmir Blade, it being a weapon made of two races, werewolves and vampires which are not compatible, only human males can use it, and using it too much can cause the user to develop the thirst and cravings of both vampires and werewolves. Suddenly, Stranger appeared to give Courtney her elemental stones, tell them that Elsa would be joining the school tomorrow, and that Lilith was there to see them. When asked why she was there, Lilith said that Courtney said they were friends and friends usually hung out with each other. Also because she sees Justin as her destined one which leads to Courtney and Lilith fighting over their feelings for Justin with him in the middle, while everyone else watches.