Tess comforts Caleb when he suffers nightmares about when he was turned into a vampire. Tess asks Caleb to be the man he was before he was a vampire and says she believes they were meant to be together. Tess asks Caleb to make love to her and he does. Rafe gets Elizabeth to listen to the first 5 notes of ""Naked Eyes"" to see what effect it would have on her. But Elizabeth leaves without saying what she saw or felt. Rafe and Alison follow her when she goes to Caleb's. Elizabeth walks in on Caleb making love to Tess. Trapped under Caleb's building, Ian, Lucy and Kevin find the healing pool but discover they're not alone.
