The scene opens with Damon seeing a news report about the death of Andi Starr -- Stefan's latest victim. Elena tells him Stefan called. Sheriff Forbes traced the call to Tennessee. Damon thinks Stefan is gone. "And I don't mean geographically," he says. Damon burns papers in his fireplace. Ric wakes up with a wicked hangover to loud pounding on his door. Elena asks what he knows about Stefan and Tennessee. She refuses to give up on him. Ric tells her they've been tracking werewolves. Smoky Mountains, Tennessee Stefan carries Ray's body through the woods with Klaus. He's not happy about it. With a body on his shoulders, Stefan and Klaus wander into a werewolf pack. Stefan tosses down the body. Klaus introduces himself.
They've heard of him. At her house, Carol (Susan Walters) pours herself a stiff drink. She dumps Vervane into the coffee and then feeds it to her son. She busts him for having a girl over. He didn't know she snuck out. He takes a drink of coffee, but doesn't react. She's relieved. She calls Bill. "I've gotten myself into a bit of a vampire situation," she tells him. At work, Jeremy (Steven R. McQueen) tells Matt (Zach Roerig) he saw Vicky again. He wants to try contacting her. She said "help me." At the Grill, Tyler (Michael Trevino) wakes up in camp, needing human blood to complete his transition to vampire. If he doesn't get it, he'll die. Klaus sniffs a man out and bites into him to get things started. They feed him to Ray while Klaus feeds another werewolf his blood. "Ok, who's next?" he asks. Still at the Grill, Tyler asks Matt if he's seen Caroline. Matt's about to blow him off, when he realizes tonight's the full moon.
Caroline usually helps him. Tyler tries the coffee and notices it's off, too. He says something. Matt tells him the sheriff makes him put a little in the coffee. Tyler realizes it's what he had at home. Back at his house, Carol lets Bill in. She tells him about Caroline. She hasn't told the council yet. "I can't get my hands dirty here for a lot of reasons," she tells him. Ric leads Elena to a ridge in the woods. He brought all matter of vampire and werewolf weapon. He gives her a wolf's bane grenade. She lends him John Gilbert's ring. It won't work on her because she's a doppelganger. Elena is standing by a pond when suddenly she's shoved through the air into it, mid-sentence. It's Damon. Ric told him they were going. Klaus continues to keep the human alive and compels him to stay put. Everyone else is dead. He wakes for Ray to turn so he'll have "comrades" in a war. They notice Ray is bleeding from his eyes, which isn't supposed to be happening. Damon tries to convince Elena to bail, since Klaus thinks she's dead. They have a moment standing in the lake together.
He finally relents. Back with Ray, he's not doing well. Klaus is about to feed him more human. Ray gets up and runs off. Klaus sends Stefan after him. Ray bites Stefan and runs off. Stefan hears Elena and Damon in the woods. Klaus can heal Stefan with his blood. He refuses to until Stefan finds Ray. Meanwhile, all the werewolves are coming to and bleeding from their eyes, transforming. Tyler comes home and confronts his mom about the Vervane. She admits she was testing him because of Caroline. She says he can't be with Caroline because she's a monster. "You don't know about me, do you? He asks. Damon, Ric and Elena run into Ray walking through the woods. He rushes Damon and has the upper hand. They try Vervane darts but they do nothing. Elena tosses Damon the wolf's bane bomb and that scalds him. They realize he's a hybrid. Matt and Jeremy go through Vicky's things to find a personal item to help contact her. Looking at a picture of her, Matt is overwhelmed and tells Jeremy he can't. As he's standing there, he hears a noise and feels a shadow.
When he looks back, the picture has moved. Ric, Elena and Damon tie Ray to a tree with everything they have. It's broad daylight but he wakes up and starts to turn. They run. Back in the werewolf camp, the half, dead werewolves are moving like zombies, but they're angry. They start to circle Klaus. Night has fallen and Ric, Damon and Elena run through the woods when she trips. Suddenly, there's a snarling wolf in front of her. Damon calls for it and runs off to make it give chase. Elena wants to go after him. Ric insists they keep moving. Tyler marches his mom down to the cellar and chains himself to the floor. "You think Caroline's the monster, I'm the monster, Mom," he says. He locks her in the dungeon, and tells her he and Mason got the family curse. He starts to turn. Carol screams in horror. Damon creeps through the dark woods in the moonlight.
Ray runs up on him in frenzy and swings at him. Ray's stronger than him and faster. He grabs hold of him and is trying to bite down when suddenly Ray goes limp. Stefan stands there holding Ray's heart. Stefan tells Damon not to follow him and says he's never coming back. Back at the car, Elena is frustrated to have left the brothers in the woods. Ric wants to keep her safe. She uses it as an opportunity to give him a pep talk on being there for each other since everyone else is gone. "I'm keeping the ring, then," he says. Damon walks up to the car. Stefan watches them go. Elena looks up in the woods and thinks, for a moment, she sees him. Matt knocks on Jeremy's door with a six pack. He went through all Vicky's things. He appreciates Jeremy got her. He brought a bag of her stuff. Jeremy tells Matt they took away his memory of her dying. Suddenly, Jeremy sees her in the room. He asks how he can help. She tells him she can come back and wants his help. Then she crashes through the glass door. Suddenly, Jeremy hears another voice. She tells him not to trust Vicky. Stefan brings Ray's body back to camp, again.
Klaus tells him the others went rabid. They're all dead. He's angry and screams at the moon. He did everything he was told: He killed a werewolf, he killed a vampire, and he killed the doppelganger. It should have worked. Klaus drains some of his blood for Stefan. "We're leaving," Klaus says. "It appears you're the only comrade I have left." Elena comes into her bedroom to find Damon. He says he saw Stefan. He was wrong about him being gone. She asks if he's Ok. Damon says he's not and is "an insufferable martyr and he needs his a--kicked, but he can be saved." He changed his mind because even in his darkest place, Stefan couldn't let Damon die. He says he'll help her. Damon asks Elena what changed her mind about leaving the mountain. He badgers her into admitting she was worried about him. She asks why he needs to hear it. "Because when I drag my brother back from the edge and deliver him to you, I want you to remember the things you felt while he was gone," he says, looking deep into her eyes. Ric sees Damon leave and looks at Elena. "Know what you're doing there?" he asks. "No, I don't," she says. Tyler wakes up, naked and chained to the floor. His mom is crying in the cell. She promises to make sure nothing will happen to Caroline. Carol calls Bill, wanting to back out. He wants to go forward. Caroline comes to in a cellar chained to a chair. Bill comes in. "Daddy?" she says. The episode ends.