The episode opens with the Sheriff looking over the ruined remains of the police station. He assigns Ali Barbar to find the perpetrator no matter what the cost. While he is out looking, he is attacked by members of the 40.
Percy wakes up to find Big Z knocking on his door. Big Z tells him that someone blew up his trailer and he needs a place to lie low for awhile. Percy searches Big Z’s truck and finds a magical hammer in the back. Percy and Big Z are attacked by the 40, but Percy fends them off with the hammer.
Faust is resting peacefully on his house boat when Hook comes to collect it. The boat is overrun with pirates who damage most of the fixtures in the process.
Preston Charm is seduced by Delilah. While she is in the shower cleaning up, he gets a call from Cinderella asking if he has found a gift for her to give the Red Lady. Preston makes a deal with Faust to obtain a dross item for the Red Lady. Faust provides Percy with a wrapped gift which he, in turn, gives to Cinderella.
The characters arrive at the Red Masque – a costume party being held at the creepy old Albino Farm. The theme for the party is “the forgotten” and everyone is dressed to kill. As people circulate, they hear rumors that the Red Lady intends to make a major announcement and that King Arthur is present in disguise. They also learn that a delegation is present from the court of the Shattered King. During the festival, Mari (dressed as Andromeda) flirts with Percy (dressed as a snake charmer). Van Helsing confronts Faust, revealing clues about Faust’s transformation into an infernal being.
During the gift giving ceremony, Cinderella accidently offends the Red Lady by giving her grandmother’s head as a gift. Before the Red Lady can pass judgement, however, someone opens the Bag of Storms that Big Z gifted to the Red Lady and a thunderstorm erupts on the Albino Farm. The Red Lady is struck by lightening. While people are trying to tend to her, someone opens the box that Faust brought as a gift. It turns out to be Pandoras Box and a number of terrible monsters are released into the world.
One of these monsters, an elder being so terrifying that it has no defined shape and corrupts the ground it walks on, begins rampaging across the Red Masque. The creature was forgotten about so long ago that no one recalls how to kill it any longer. Several Fables rise up to stand against the creature. During the ensuing fight, Preston saves Elanor Dane from being crushed beneath the monster. Ali and Morgan work together to save the innocent bystanders. Percy and Mari keep the creature occupied in battle long enough for Faust to cast a binding spell on it. During the fight, Mari catches Percy’s eye and he does not turn to stone. In that moment, she realizes that he has been possessed by some kind of demon from Pandora’s Box. Faust sends the creature to Hell – a gift for his friend and mentor Mr. Nick.
In the aftermath of the fight, people discover that all but one of the Shattered King’s emissaries are dead. Woody, Faust, and the Red Lady are all missing. Questioning of various Fables reveals that Cinderella was seen leaving the Masque with King Arthur and Van Helsing. Ali puts a bounty on her because she is now a suspect in the disappearance of the Red Lady. As people leave the party, we hear them raving about how exciting this year’s Masque was…