Duke and Audrey go out on a boat into the harbor at 8 a.m. on a Saturday, and he claims it's so she can watch him meditate at a special spot. When Audrey demands answers, Duke refuses to explain further her. He finally points out Carpenter's Knot, an island they're approaching, and explains that the last of the Carpenter family lives there at the hotel and resort, which he closed for business when Duke was a kid.
The boat docks at the island and Duke takes Audrey up to the old hotel. Audrey discovers that everyone has prepared a surprise birthday party for her, and Duke puts a party hat on her. Among the partygoers are Eleanor and her daughter, Julia, a member of Doctors Without Borders. Also there are Chief Wournos, Duke claims that Julia had a crush on him when she was a teenager. Nathan comes in with a cart of presents and Audrey admits that she's been worried about him since Jess left. Vaughn Carpenter ;arrives and greets them, and Eleanor is surprised to learn that his wife died recently. She introduces Audrey to Vaughn, who thinks she looks just like Lucy Ripley. Vaughn starts to explain that Lucy is an old friend, but the power flicks and Vaughn goes to check on the generator.
Later, Vaughn goes to his wife Olivia's room and tells her they have to keep up the pretense that she's dead. She slips out and Vaughn wishes her a safe trip. Once Olivia leaves, Vaughn's face shifts on its own, the skin crawling.
Eleanor gets everyone organized but Julia objects and the others agree to do whatever they want. As the go to pick out their rooms, the Chief offers to help Nathan, but he says he was going to go for a walk. Nathan is curious why his father seems interested in helping him. As he goes, Audrey asks Duke what he got her and he's reluctant to tell her.
Later, Vaughn goes to Nathan's room while he's out and takes his gun. Downstairs, everyone gathers and they wonder where Audrey is. Eleanor sends Julia to find Vaughn. Audrey comes in, wearing her best dress. Julia goes out and they hear a scream from her. The others go to investigate and find a molted skin that looks like Vaughn. The Chief explains that it came from a shapeshifter, a chameleon, and it shed the Vaughn skin and took on the form of one of them. He warns that it's now one of them, which means the real one is dead.
Back in the main room, the Chief explains that when he first started as a policeman, he was forced to shoot his own partner when the chameleon took his form and killed six people. He tells everyone to stay close to each other, and explains that the chameleon needs time to duplicate its victims. The Chief explains about the Troubles, and how the chameleon has become active now and won't stop at just killing Vaughn and its current victim. When Duke wonders how they happened to all end up there, Dave explains that "Vaughn" called and invited them over, and that he then decided to throw Audrey's party there. They start arguing until Audrey calms them down. When Nathan tries to call, they realize the phone lines are down. Duke suggests they take a boat back to the mainland, Nathan insists that they have to deal with the chameleon first . They fight and Audrey tries to calm them down, but Julia notes that she has a gun and may be the chameleon. Audrey tells them about her personal life, but Nathan points out that they don't know enough about her to know if she's telling the truth. She hands over both her guns, including the concealed one, and they take it apart. The Chief claims he didn't bring his gun, Nathan says it's in his bag up in his room, and they head for the boathouse.
Audrey and Nathan go to the boathouse and find the dinghy, and she thanks him for backing her up at the hotel. In response, he notes that's what partners do. As they prepare the inflatable boat, Nathan admits that the situation what Jess sucks. The Chief comes in with a lantern he's found and they get the boat ready.
Up at the hotel, the Teagues discuss which one of them the chameleon would duplicate. As they begin to doubt each other, Eleanor comes in with coffee and Julia secretly pockets a knife. Eleanor catches her and they argue briefly, but Eleanor insists she loves her daughter and they make up.
As they talk, the Chief takes out his gun and shoots the boat. He admits he's making a call for the greater good so that the killer doesn't get to the mainland. The Chief insists that they have to kill it now, or it kills them.
Back at the hotel, the Chief tells the others that they didn't find a boat. Duke says he went to the attic on his own and found a broken radio. He tries to fix it, and Julia wonders the rest of them can do. Nathan suggests they find the body of the chameleon's newest victim, and they split up into teams to find it. Duke insists on staying by himself to fix the radio.
They split up and Audrey goes with the Chief. As they search, he admits that he didn't want to partner with his son when he's having romantic issues. She finds a dumbwaiter panel and he congratulates her, and Audrey suggests that he compliment Nathan occasionally. The Chief insists that he needs Nathan tough enough to handle the coming Troubles, and he won't be there forever.
As Nathan searches with Eleanor and Julia, Julia worries that she could soon die, and wonders why she let Eleanor convince her to come back. As Audrey and the Chief return, Eleanor asks Julia not to fight her, but Julia bridles at her attempt to give her orders.
Julia goes with Nathan and Audrey to continue searching, and admits it was a mistake for her to come back. As Audrey suggests she might be better off coming back, they find newspaper clippings, including one with a photo of Audrey. They find one that shows that "Vaughn" died 26 years ago of bacterial meningitis and then had a miraculous recovery. They figure that Olivia knew, and she decided to live with the chameleon taking on her husband's form. Audrey takes the article to Vince, who wrote the original article, and Vince claims that he didn't know about what "Vaughn" actually is. He insists that the chameleon is afflicted, the same as the other people that Audrey has encountered. Vince admits that he knew Lucy Ripley, and that she helped people during the Troubles.
Duke comes back from the boathouse wielding an axe, and accuses Nathan of shooting the boat. He asks to see Nathan's gun and says that it isn't in his bag, and accuses him of being the chameleon. Audrey insists that they need to identify the chameleon and gets an idea. She asks each of them to identify the presents they bought, as the chameleon wouldn't know. Duke insists on going last. Eleanor and Vince go first, but "Nathan" fails to identify his gift. Nathan tries to grab the axe and the Chief knocks him out, clubbing him unconscious with his gun.
Once they tie Nathan up, the Chief reluctantly turns over his gun. Audrey insists that Duke hand over the axe, and he removes the head. Nathan wakes up and insists that he's not the chameleon, and explains that he told Jess to pick up the sweater before she left. He identifies the sweater from when Audrey told him she liked it. Accusations go back and forth, and Audrey unties Nathan while insisting they're better than that. The Chief awkwardly apologizes to his son, and the lights go out. Everyone panics and in the confusion, the Chief's gun goes missing. Nathan figures that the chameleon sabotaged the lights to split them up.
The Chief goes searching upstairs and finds Eleanor, and the Chief worries that he's not a fit father. Eleanor admits she isn't perfect either.
Downstairs, Julia hides under a bed and someone approaches her.
Duke, Nathan, and Audrey discover that someone has sabotaged the fuse box. They split up to search, and they hear Eleanor scream. Julia runs to investigate and finds the Chief standing over Eleanor's body at the base of the stairs. The others arrive and confirm that Eleanor is dead of a broken neck. They figure that the chameleon didn't have enough time to kill Eleanor and take her form. Duke gets the backup generator going and arrives, and comforts Julia.
Dave finds a large crack in the wall in the main room and calls the others to investigate, and they wonder if an earthquake caused it. Nathan notices something and talks to Audrey privately. He asks if he trusts her, and then kisses her. He then takes out his gun and shoots her in the chest. As "Audrey" lies dying, he says that he can only feel Audrey's touch. The chameleon apologizes, explaining that it didn't mean to hurt Eleanor, but she slipped on the stairs. The creature says that it thought Audrey could help it, and says she should have died when it took her form, but she didn't. It directs them to Audrey, locked in a trunk. Julia revives her and Audrey wakes up, and realizes that a relieved Nathan is crying.
The next morning, the survivors return to the island and Audrey explains that the chameleon came to her for help, and appeared to regret attacking her. Nathan explains that the chameleon was very similar to her. Duke tells them that Julia is in shock and may not recover. As they go, the Chief compliments Nathan on being able to handle things. Nathan takes offense and insists that he doesn't want to be like the Chief. Dave and Vince tell Julia to call them if they need anything. As she goes, another crack opens in the road.
Duke gives Audrey her present: a necklace that belonged to Lucy. He explains that Lucy gave it to him, and that he was the boy in the Colorado Kid photo.
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