Everyone is getting ready for Founder's Day in Mystic Falls. Many people are dressed in retro clothing including Stephen. Damon comes and mentions his period clothes. Damon is dressed modern clothes and then they discuss Elena. Stephen wants Damon to be sure he knows that he needs to stay away from Elena due to the new found feelings that Isobel told Stephen Damon has. Damon says he gets his issue, that he is the hotter and more superior choice. Damon tells him to not worry about him turning his attention to Elena now that Katherine is gone because Elena is not Catherine. Stephen says that he is right, that she isn't Katherine. Right after that is said Elena shows up wearing a dress from when the town was founded and they look caught off guard by that because now she really does look exactly like Katherine--even how she dressed! Elena curtsies at them.
Jeremy is getting ready for Founder's Day and Anna shows up in his bedroom. He tells her that he has been worried about her and that he is sorry that her mother was killed. He says that he has been feeling really bad about it. She asks him why he would be sorry, he didn't kill her mother--his uncle did. Jeremy asks her if she is sure that he did that and she asked him who else would it be? He says that he doesn't understand--that's who he is. He hates all vampires and he is just doing what he thinks is right. Anna asks if he is defending him and he says that he isn't. He says that his Uncle John is just convinced that all of the vampires that came out of the tomb want revenge on the town and he is trying to protect it. Anna tells him that they did want revenge but that is why her and her mother separated from the rest of the vampires. She said that she didn't want revenge, she just wanted her life back. She tells Jeremy that she has to get out of the town and she said she has been thinking that he could come with her that she can turn him into a vampire. He at one point said that he wanted her to. She gives him a vile of her blood and tells him that if he dies with it in his system he will come back. She tells him that she knows what it is like for him to be alone and how no one understands. She tells him that when someone is a vampire they don't have to feel that way. She tells him that he can shut off those feelings. She offers to show him how. He tells her that he wanted to but now he doesn't think he can and apologizes and then she leaves.
Stephen tells Elena that John could possibly be her real father because John and her dated back in high school. She asks if she should confront him and ask if he is her biological father. She tells Stephen that she already has problems with the family that she already cares about. She mentions how Jeremy hates her and she understands why he would. She thinks he will never forgive her about Vicky. He thinks he will never forgive her for lying and erasing his memory. Bonnie takes a picture of Matt and Caroline and Tyler shows up. Caroline says she wants a picture with Bonnie and Tyler offers to take the picture. Matt walks away and says he is going to be on the float. Tyler tells Caroline that he said he was sorry. She said because he made out with Matt's mother and then beat him to a pulp he is going to have to do a lot better than just saying sorry.
Elena goes to talk to Jeremy and he tells her to go away. She says that she doesn't want it to be this way and then he asks her why she doesn't just have Damon erase his memory again so that he can go back to being her in the dark little brother. He tells her to stop and says that she can't fix it that easily, something like that just doesn't magically get fixed and then he walks away from her. The marching band gets on their way and starts out the parade. Then there is a float that has the students recreating the battle of Willow Creek. The next float has the Miss Mystic Falls Court and their escorts. Damon looks at Bonnie and she asks what he wants. He says that he is just watching the parade and she begins to walk away. He tells her that he just wants to thank her for taking the spell off of the device that would kill vampires. She says she did it for Elena and he says that he still wants to say thank you and that he doesn't take it very lightly. He also tells her that he owes her and that she should enjoy the parade. This causes her to think about things since she didn't really take the spell off of it.
John has the device. He tells the mayor that by turning it on it will work only once for an estimated time of only five minutes. The mayor asks him how it will work. John tells him that it is a high pitched frequency that humans cannot hear. Any vampire in a five mile radius will end up being incapacitated and it will expose them. That is when the deputies will inject the vampires with vervane and then they will bring them to where John is. That is when John will finish them all off. This is to prevent a planned attack from the vampires. The man asks if he is sure that they are going to attack tonight and John says that he is certain.
The vampires from the tomb are getting ready. The leader says that they need to blend in and the living citizens will never see them coming. John is telling the mayor that they want revenge for what their ancestors did in 1864. That makes them their targets and they are going straight for the founding families. This is the only way that they will draw the vampires to kill them all. Anna shows up with the vampires that are planning the attack and they ask what she is doing there.
Damon is at the local bar/diner and Elena shows up in her modern clothes. He tells her that he likes this look better, he tells her that the period look didn't suit her. She asks if that is an insult and he says that it is actually a compliment of the highest order. She tells him that she knows that Stephen is worried about their friendship so she thinks that he should stop with the flirty comments and the eye thing that he does. She tells him not to make her regret being his friend. Elena goes over Jeremy and tells him that she doesn't believe that they can't fix the situation. She tells him that he is her brother and she loves him and asks what she can do to fix it. He tells her to go to hell and walks away. Damon follows Jeremy and mocks him. Jeremy calls him and a dick and Damon grabs him and tells him that he doesn't talk to him like that and from now on he no longer talks to Elena like that. Jeremy asks if Damon is going to kill him because he hurt her feelings. Damon tells him to cut her some slack. He tells Damon that she erased his memories in defense of his feelings. Damon tells him that he did not her and that she was protecting him. Jeremy tells him that it wasn't her call to make and then tries to walk away. Damon grabs him and Jeremy tells him to let go of him before he causes a scene. Damon tells him that he would be unconscious before he even got a word out and then Stephen interrupts and tells Damon to let Jeremy go.
Stephen asks Jeremy if he is okay and then tells him that Damon is trying to tell Jeremy not to blame Elena for this. He tells him that Damon turned Vicky and Stephen killed her. He told her that she was a threat to him and his sister and he had to do it for their protection. He says that he is sorry that it happened and he wishes that it hadn't. Jeremy tells him that they still should not have made him forget and walks away. Damon tells Stephen that he must be doing the good cop, bad cop thing and tells him that he likes it. Stephen tells Damon that the relationship between Jeremy and Elena is not his business and to stay out of it. Damon comes back by saying "Oh right, there is only one do gooder position available, my bad. I'm sorry." Stephen tells Damon to get over himself. He says that they both know that he isn't doing it for the right reasons. Stephen tells him that they both know that it is only real when it comes from his desire to do the right thing for nothing in return and he knows it is a foreign concept to him and he completely understands that he wouldn't get it and then walks away.
Caroline's mother, the cop, tells John that it is insane and too dangerous that he wants to use the town as bait. The mayor tells her that they have already gone through the plans with her deputies and that they are all on board. She is mad because they went behind her back. The mayor says they had to do it that way because they knew that was how she would react. She says that the children are there. John tells her that they need to do this because they have no choice. That is why the founding father's made the secret council in the first place. She tells them that due to her being the sheriff it is her call and she says no. John asks the mayor to speak to the sheriff alone. He knocks her out and handcuffs her to a desk.
Damon is walking around and Anna showed up. She pulls him over and she tells him that the tomb vampires are planning an attack for tonight. They want the founding families dead and it is supposed to happen when the fireworks happen. He tells her that the invention doesn't work so it won't kill the vampires, but they need to get rid of them somehow. She says that a lot of people are going to die. The leader of the vampires that want to kill tells them that it is not about the feed it is about the kill. Damon goes to Ric and asks if he keeps stakes in his car and Ric says yes and asks why. Damon tells him that the place is crawling with vampires and they may need a stake or two. He runs into Elena and Stephen and he tells them that the vampires are there to kill the founding families and tells them to get out of there now. They decide they also need to find Jeremy first.
Caroline tells Matt that she was in a fight with Bonnie in freshman year and that they swore they would never to talk again. Matt tells her to give it a rest. The mayor comes in to talk to Tyler and gets aggressive with him telling him to go home and when he tells him to do something, he does it. Caroline goes up to the mayor to ask is everything okay. He begs him to take him and his friends home. So they all leave. He gives him the car and tells him to take his car. Jeremy gets out of the bathroom and finds Anna. He tells her she shouldn't be there because his uncle will see him. She takes him into the bathroom. The mayor is giving a speech about Mystic Falls. They dedicate the fireworks display to their legacy and then they start the fireworks and kick in the machine. Bonnie bumps into the lead vampire and she says sorry and he says sorry. She senses something is up so she follows him.
Damon enters into the place John is and asks him if he has any idea what he has done. John tells him that he knows exactly what he has done and he starts the invention. All of the vampires start to fall down incapacitated from the sound. They all get shot with vervane. Tyler can hear the sound and ends up getting into a car accident with Caroline and Matt. An officer ends up going over to Stephen to inject him and Ric steps in and says he'll take care of him. The mayor ends up going down, too. His ears are bleeding. Officers check the bathrooms of the bar and find Anna and take her from Jeremy and drag her away. The device stops and they round up all of the vampires. They start to spill gas all over them. Anna grabs John's legs and he realizes it is her. He tells the others to head out that he'll take it from here. Damon comes to and he watches as John kills her mercilessly. John keeps spilling gas everywhere and then sets the place aflame. All of the vampires start to burn up in front of Damon.
Elena asks Stephen is okay and he says that it was like needles were piercing into his skull and then it just stopped all of a sudden. Ric comes down and tells them that they are taking the vampires to Elena's family's old building. They figure out it must have been the device and then they realize that Bonnie didn't really deactivate it. They realize that they asked Bonnie to deactivate something that would protect humans against vampires. Stephen asks where Damon is and Ric says he hasn't seen Damon since it started. Elena asks Ric to take her brother home. A woman walks into the office and finds the Sheriff. She asks her what is going on and she tells her there is a key in her belt so that she can get the handcuffs off. The woman tells the sheriff that they took the mayor. She says she doesn't understand because he is not a vampire. The vampires are coming to in the fire. The mayor is there and Damon asks if he is him. The mayor asks what he is doing there and Damon tells him that he is a vampire and wonders what his excuse is. The mayor backs up a bit and Damon says the vervane did not affect him and then asks what he is, but the leader of the vampires snaps the mayor's neck.
Matt asks Caroline if she is alright at the scene of the accident and she says she is fine and that they are helping Tyler. Matt goes over to him and they notice his eyes are weird. Tyler comes back out of nowhere. Caroline faints and they ask for help. Stephen and Elena find where they are and they notice that the building is on fire. Elena asks John where Damon is and he tells him that he is with the rest of the vampires where he should be and tells her that it is over for them. She tells him that he is crazy and he asks her why? He says that he is just doing what should have been done a long time ago. Then he tells Stephen to go ahead and that he won't make it out, but it will save him the trouble of killing him himself. Elena goes to go with Stephen and John grabs her and tells her that if she takes one more step that he will tell the deputies that they missed a vampire. She says that she is asking him not to and he tells her that that doesn't mean anything to him. She tells him that as her father it should. He is caught off guard with that. Bonnie runs up behind Stephen and tells him that he can't go in there because the fire will take him out. He tells her that Damon is his brother and goes in.
Elena follows and Bonnie tells her she can't go in there. She grabs her by the hand and tells her that she is sorry that she lied to her. Then she starts saying a spell. Stephen goes into where the fire is and is looking for Damon. Bonnie does a spell that makes the fire to go down and Stephen gets to go down. She saves Damon and Stephen by her spell. Stephen and Elena meet up and Elena tells him that the fire is out and that the story is that the building's old wiring is what caused it. Stephen asks if she has seen where Damon went and she says no that he just kind of disappeared. They embrace and she tells him that she is glad that he is okay. Stephen says that he tries so hard to hate him but he guess it is just pointless. She tells him that he cares about him and so does she, but she LOVES Stephen and she knows that he is worried about that. He says he knows that but he also knows his brother. He knows the trouble that he can cause. She just tells him over and over that she loves him and only him and that he has nothing to worry about. She tells him that Jenna called and she is going to go pick her stuff up at the school then go home to check on him. Jeremy puts her blood in his desk drawer and Damon shows up. He tells Jeremy that Anna is dead. Jeremy told him that he figured that once they took her away. Damon says he knows he cared about her and Jeremy says he did. Damon said he saw her get killed. He was watching and all he could think about was that he wanted to help her but he couldn't. Jeremy asks why he is telling him all of that. Damon says he took away his suffering once before and he can do it again but it is his choice. Jeremy says that he knows he thinks he took it away but it is still there. He says that even if he can't remember why he still feels empty and alone. He says that making him forget won't fix what is really wrong. Damon tells him that what he did to Vicky was wrong and apologizes for his part. Jeremy tells him that Anna told him that vampires don't have to feel pain, that they can turn off their humanity. Damon says it is true and Jeremy asks if life is easier that way. Damon tells him that life sucks either way, but at least if you are a vampire you don't have to feel bad about it if you don't want to. Jeremy asks if that is what he did. Damon says that he did it for a very long time and life was a lot easier and then he left.
Tyler comes up to Matt and apologizes. He doesn't even know what happened. Matt says that it is okay that Caroline will be alright. Caroline's mother comes out and says that there is some internal bleeding and that they are taking her into surgery and that they will do everything they can. Her mother asks Tyler if he has talked to his mother. He tells her that he left her a message telling her that he was there at the hospital. She told him that he needs to call her and it is about his dad. Jeremy goes into his bathroom and drinks Anna's blood and then pours Elena's pain bills on the bathroom sink. Bonnie catches up with Stephen and tells him that because Elena loves Stephen and she is her best friend she couldn't let Damon or him die in that fire. He tells her that he is very grateful and she says that she knows that but she hopes he knows that Damon has to change. He tells her that they both want the same thing. She says that they both want to protect the people they care about but the difference is Damon is one of them for Stephen. She tells Stephen that he saw what she was able to do tonight and she knows who she is now. She tells him that if Damon spills so much as one drop of innocent blood, she will take him down even if she has to take him with him. Stephen says lets hope it doesn't come to that. She agrees.
Elena shows up at her house as Damon is leaving. She asks what he is doing there and she said it was a failed and feeble attempt at doing the right thing. She asks what it was and he said it wasn't important. He tells her that he came to town wanting to destroy it and tonight he found himself wanting to protect it. He asks how that happens. He tells her that he is not a hero and that he doesn't do good, it isn't in him. She says that maybe it is and he said that it is reserved for his brother, her, and Bonnie. Even though she has a reason to hate him, she still helped Stephen save him. Elena asks why he sounds surprised. He says cause she did it for Elena which means somewhere along the way Elena decided he was worth saving and he wanted to thank her for that. She says you are welcome and then Damon kisses her on her cheek and then kisses her on her lips and she is a willing participant. Her sister catchers doing that and tells her to come inside because it is late. She asks Elena what she is doing and she tells her she doesn't want to talk about it.
Jeremy takes all of her pain pills and lays in bed to wait to die. John is in the kitchen trying to find something to eat and Elena shows up and scares him. He tells her that he met Isobel when they were teenagers. He tells her that he pretty much fell in love with her immediately. He tells her that Isobel was special and part of the reason that he hates the vampires so much is because of what she became and how it ruined her. He never would have sent her to Damon had he known she wanted to turn. He says that he is telling her this because he hoped maybe she would understand. She says thank you and he offers to help. She says yes and then she cuts his fingers off with a sharp kitchen knife. It turns out that that was Katherine. Elena wasn't even home yet and she walked in the door saying that someone stole her stuff. She calls up for Jeremy to see if he is up still and hears the noise in the kitchen and walks towards it.
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