Night has fallen at the amusement park, and Fred suggests to Gunn that they head back. Gunn tells her to wait a moment because he's "getting a tingle." Fred looks down, worried that Gunn can tell that she's draining him of his knowledge of rifle sight calibration, and cracks a bad "no sex in the workplace" joke in the hopes of distracting him. But that's not the problem; Gunn thinks there are vampires about. Fred looks around and says she doesn't see anything. Then she points out that a man is trying to break into a nearby building.
The building houses the carousel. Gunn and Fred sneak their way in. Fred sees the man climbing a ladder on the other side of carousel. Gunn starts to follow him, but Fred tries to talk him out of it. Gunn says he didn't walk around the pier all day just to go home and file a report to Wesley. He's going to find out if there is indeed a nest here. Suddenly the carousel starts to move. A vampire opens the center door, climbing onto the moving ride and growling. Then a second vampire falls from the ceiling behind Fred and Gunn, and a third jumps down from the ceiling in front of them. The first vampire jumps off the carousel to face them. Fred and Gunn look at each other. Fred thinks, "Perhaps I sucked too much of Gunn's brain." Gunn thinks, "Cheese dip."
We return from commercials back into the action at the carousel. As Gunn and Fred face the vamps, we see Justine and a random Holtz Hero watching the action through the monitor on a camcorder while hiding in a nook in the carousel. Why don't the vamps attack them? They were the ones torturing them, after all. Since vamps are evil and have brains, if I were one of them, I'd rat out Justine and just leave to find someplace safer to feed. But I guess they found stupid vampires. Gunn tells Fred to prepare to run when he tells her to do so, and rushes up to take on the vampires. The fight is dimly lit and choppily edited. Gunn punches vamps. The vamps punch back. Gunn yells at Fred to run, and she does, realizing that she's gotten all she can out of Gunn's head. The fight continues. There's lots of kicking and grabbing and throwing. Gunn's losing, though he's putting up a good fight. Justine and a random Holtz's Hero watch. Gunn manages to throw one of the vampires down and dust him. But then the other two vampires beat Gunn down. As one of the vampires holds Gunn up by his neck, the random Hero suggests to Justine that they should step in and save Gunn. Justine tells them no, because she doesn't want another appointment with the ice pick. But not to worry; Fred is there to save the day! She rushes back in, picks up a stake from the floor, and tosses it to Gunn. She rushes up behind the vampire holding Gunn and stakes it as Gunn, at exactly the same time, reaches backward and stakes the vampire behind him. Gunn asks Fred why she's still there. Fred responds, "I've got your back. Well actually, I got his back." Because Fred can do anything. Except shut up. Fred and Gunn hug and kiss. Their lack of chemistry actually douses nearby fires.