- "Shut out the killing day, and leave us to this weightless twilight. We breathe in stagnant water. We breathe out roses."
— The Rosewood vampires
The Swamp Thing, despite Abby's attempt to talk him out of it, reluctantly takes his leave of her and travels through the Green to Rosewood, Illinois, a submerged town just outside Chicago, to meet with Constantine. Meanwhile, in that very spot, a group of teenage boys go swimming in the stagnant water. Finding it's full of leeches, they get out of the lake, all except for Nicky Shapiro, who stays in, seemingly unresponsive and growing pale. The others, unwilling to risk the leeches again, let him be and head home, even though one of them claims he can see dark figures under the water. Those figures are in fact aquatic vampires, with punk hairstyles and clothing, draining Nicky's blood.
Constantine, in a Chicago biker bar, learns of Emma's death—reported as a suicide—from his contact Frank North, and creepily intimidates a hoodlum much bigger than him into leaving him alone.
As the Swamp Thing nears his destination, he gradually realizes why the name Rosewood sounds familiar. Two years ago, back when he still believed himself human, he'd had a run-in there with vampires. In fact, the entire town had been turned vampire. Then someone had blown up the dam to stop them, and the running water had killed them all.
Or so the Swamp Thing had assumed. Reaching Rosewood, he regrows himself, this time taking merely hours. Waiting for him is Constantine, who calls himself "your new manager" and says he's brought him there to tidy up the "mess" he accuses him of leaving behind when last there. Apparently, when the dam burst, there were some vampires who'd been sleeping in airtight supermarket freezers, and thus they survived. John explains that vampirism is the product of an anaerobic virus. The surviving vampires simply waited until the waters had gone stagnant, then went to live in their newly-submerged, oxygen-free town, where, safe from humans, they could finally establish a stable community, and breed.
At that moment, under the water, the vampires are preparing to do just that. They escort an enormous pregnant woman vampire, "the Mother," to her male partner, who fertilizes the many eggs she releases, whereupon they both die.
Meanwhile, Nicky's friend Howard goes back to look for him. Nicky, now a vampire himself, drags him into the water, where others set upon him.
The Swamp Thing grows impatient with Constantine's "warnings of Armageddon" in lieu of knowledge about himself, and lifts him threateningly off his feet. But John stands his ground and tells him he'll have to see to the vampires first. The Swamp Thing sets him down and goes underwater, leaving his "manager" to breathe a sigh of relief. Meanwhile, below the surface, the eggs begin to hatch.
- Badass in a Nice Suit: Constantine scares the crap out of a burly hoodlum without laying a finger on him...and without so much as a wince when he crushes a glass in his fist.
- Call-Back: To Issue 3, in which the Swamp Thing first faced off against vampires from Rosewood. As in the present issue, they were Punk Rock vampires in dress, grooming and body modification, because the first Rosewood resident to be turned, Stiv Slashers, had been part of the punk subculture.
- Characterization Marches On: In the previous issue, John Constantine said he'd like to "chin" Emma's father for insinuating that he's gay. In this issue, when a biker calls him a "fruit loop," John stares at him in Tranquil Fury while repeating "What did you say?" and crushing his glass in his fist. Taken together, these scenes suggest Constantine is homophobic. This is very much at odds with his subsequent characterization in Jamie Delano's opening Hellblazer run, in which he has an old, very close Camp Gay friend, Ray Monde, whom he comforts when learning he has AIDS and whose death at the hands of Christian Knight Templars he mourns. Later, John Smith, a guest Hellblazer writer, hinted that John's had "the odd boyfriend" amongst his history of relationships with women, and Brian Azzarello ran with that, having him seduce a man as part of a scheme. Writers in the New 52 and DC You eras have further embraced John's bisexuality, and Word of God says that had the Constantine TV series continued, his bi orientation would've been touched on there as well.
- Death by Childbirth / Out with a Bang: The Mother and her partner die as a natural consequence of mating.
- Doing In the Wizard: Vampirism, in this story, is a virally-transmitted infection that thrives in anaerobic environments. That means the reason why running water destroys vampires isn't that water acts as a magical barrier, as in folklore. Rather, it's because running water is oxygenated.
- Hive Mind: A possible interpretation of the inner monologue from the vampiric Point of View. Neither in this issue nor the next is any particular vampire identified as the thinker, and the monologue maintains the first person plural throughout.
- Magic Dance: The vampires link hands and circle around the mating couple.
- One Dialogue, Two Conversations: At Elysium Lawns, Deanna catches Abby (who's just sensed the Swamp Thing mentally calling her name as he regenerates) tuning her out. Abby says she's been thinking of someone. Deanna tells her that she needs to accept that her husband's a "vegetable." Abby, fearing her Secret Relationship has been exposed, asks her boss what she means, which turns out to be her legal husband Matt, who's in a permanent coma.
- Our Vampires Are Different: This story, inspired by the 1954 Richard Matheson novel I Am Legend, establishes that vampirism is a viral conditionnote and that staking is lethal to vampires because it lets oxygen into their bodies. Going further, it also has vampires capable of thriving underwater, provided the water is stagnant and thus oxygen-free. This in turn provides a new explanation for the Cannot Cross Running Water trope. Further still, the Mother lays numerous eggs which her mate then fertilizes, suggesting that the vampires are rapidly evolving into Fish People.
- Palm Bloodletting: An ominous instance, when Constantine crushes his bar glass in his fist while staring down the biker.
- Rage Against the Mentor: The Swamp Thing loses patience with Constantine's vague pronouncements and stalling on the whole "teach me about myself" thing, and physically threatens him. This will not be the last time he does this.
- Shout-Out: The title is an ironic allusion to Psalm 23:2: "He [the Lord] leadeth me beside the still waters." (King James Version) In this story, still waters are a place of safety and comfort for vampires, but a source of danger for human beings.
- Staring Down Cthulhu: When the Swamp Thing—a creature who, though basically good, could easily kill him if he wanted—loses his temper with Constantine and holds him in the air, John meets his stare and calmly dictates his terms, whereupon the Swamp Thing lets him go. Only after the Swamp Thing has turned his back and headed towards the water does Constantine break into a sweat and sigh in relief.
- Vampire Hunter: The Swamp Thing reluctantly agrees to serve as one. (In his previous visit to Rosewood, he merely fought off the vampires who threatened him and his child travelling companion Casey; it was a man and his teenage son who blew up the dam.)
- Vampiric Draining: Nicky's fate, resulting in his turning vampire himself.
- Was Once a Woman: While all of the first-generation Rosewood vampires were once human, the story gives a more detailed glimpse of the Mother's previous life in particular. She was once Charlene, a teenage supermarket employee who was concerned about her acne and felt "no man would ever want her." Now, however, she apparently finds happiness in her valued (albeit sacrificial) role within her new community.