The episode begins with Elena waking up and calling Stefan. He ignores her call. She leaves a message, saying she has to talk to him. She calls Damon. She wants to talk and tells him if he's mad, he needs to get over it. He's lying in bed with Rebekah. He's over it. Later, he walks Rebekah to the door in last night's party dress. Elena is on the other side. After Rebekah is gone, Elena asks if this is how he's lashing out at her for hurting his feelings. She reminds him that Rebekah tried to kill her less than 48 hours ago. He suggests it has nothing to do with her. She tells him about Esther's kill-them-all plan. Damon's immediately for it. Stefan joins in, saying it's the only way to go. Rebekah comes home on the walk of shame and gets razzed by Kol and Klaus.
Kol is restless and wants out. Klaus agrees. They leave. Elijah shows Rebekah the burned sage from their mother's privacy spell. He thinks she's up to something. He can't ask Finn because he's self-loathing and Elijah doesn't trust him. Elena tells Bonnie about Damon's attitude after sleeping with Rebekah. Bonnie works on a privacy spell with Caroline outside. Esther paid Bonnie and Abby a visit that morning. She's channeling their entire blood line. Bonnie's OK with it, she wants them gone, too. Elena feels like she has to save Elijah because he saved her. Bonnie tells Elena it won't be long: they'll be dead by the end of the night. It's a full moon. She asked Bonnie and Abby for help. Back home, Damon is worried Elena will screw up Esther's plan. Elijah visits Elena. He asks her to come with him. They drive out into the woods. He tells her about the old days.
He takes her above cavern that connects with tunnels underground, where they hid from werewolves during the full moon. He knows she lied about what his mother said. He can hear her heart racing. Elena fesses up. Now Elijah knows his mother wants him dead. Elena wishes she could help. He tells her to be careful what she wishes for. He stomps on the ground and it collapses under his feet. He scoops her up and jumps underground. Elena ends up unharmed but in a cavern underground. She has no cell reception. Ric calls Damon, wondering where Elena is. Ric's at the grill with Meredith. She looked at his stabbing X-rays, but he was already too far healed to tell anything about the knife. She suggests he might have been compelled about the attack, which is why he can't remember. Klaus and Kol belly up to the bar next to them.
Bonnie and her mother meet Esther and Finn at the witch house. Esther wants to draw from the entire Bennett bloodline. Elena finds a passage in the cavern and follows it. But she runs into Rebekah. Stefan comes home and finds Elijah is there and that they have Elena. He wants their help stopping his mother. He says the Bennett bloodline has to be broken to stop her. Elijah doesn't know where they are and he knows Bonnie would know his intent if he saw her coming. He gives them til 9:06, one minute later the moon will be full and Esther will have full power. If they don't stop her before then, Rebekah will kill Elena. Down in the cave, Rebekah shoots video of Elena to show the Salvatores. It's taking all of Rebekah's self control not to just kill Elena now.
Damon is prepared to kill Bonnie if they have to, but he also has a less diabolical plan: the dagger. If one dies, they all die and their problem is solved. Since daggering an original kills a vampire, he has someone else in mind for the job. Damon calls Ric, who's still at the Grill, watching Klaus and Kol drink at the bar. Damon suggests a blond distraction. In walks Caroline. She walks up, gets Klaus's attention and walks out. He follows her out. She tells him she's not interested, but he challenges her to get to know him. She sits down. Esther prepares a salt pentagram on the ground and lights five torches around it, one for each of her children. She's going to turn them human again and then Finn will sacrifice himself. He's eager to be freed from his "life of shame".
In the bar, Kol goes over and starts hitting on Meredith, who's playing pool. She tells him to get lost. Ric comes over and reiterates. Then he stealthily slips a dagger into Kol's chest. Down in the cave, Rebekah gasps, turns ashen and collapses. Elena runs for it. At the pentagram circle, Finn drops. Out with Caroline, Klaus doesn't die but can feel something is wrong. Ric carries dead Kol into the alley and meets Damon and Stefan. Klaus jumps them and takes the dagger out out of Kol, knocking down Alaric, then Stefan. He stares down Damon. Damon tells him his mother hates him. Elijah joins them and confirms it. He demands Damon tell him where the witches are or he'll give Rebekah the OK to kill Elena -- 30 minutes before the full moon. In the cave, Rebekah comes to and hunts down Elena. Elena comes upon the cavern with the cave paintings and Esther's old coffin. Rebekah tackles her, but Elena breaks free and crosses the no-vampire threshold. Rebekah can't touch her. Meredith brings Ric home and checks him out. He might have a broken rib. She tells him to let Damon and Stefan take care of Elena, she'll take care of him.
Damon and Stefan pull up to the witch house. Damon points out if they do nothing the only one who dies is Elena, which is what she'd want. She'd sacrifice herself for a friend. Damon points out Elena is going to hate whichever one of them kills Bonnie. They flip for it. Rebekah comes down with a can of gasoline and splashes it on Elena and on the ground. She starts lighting matches and tosses them at Elena's feet. Elena's either going to come out or burn. Rebekah taunts her, but Elena calmly points out she's not the one who's mother wants her dead. Elena also points out that Rebekah is still wearing her mother's necklace, so Rebekah rips it off and tosses it at her. Elena assesses her as Rebekah holds a burning match. She doesn't think she's going to do it, because if Rebekah should happen to be alive tomorrow, she will have used up all of her revenge.
She thinks Rebekah is tormenting her because she hurt her feelings by stabbing her in the back. Kol, Elijah and Klaus approach the pentagram, but Esther and Kol are safe inside. She tells them about the pain of watching them kill, calling them a curse on earth. Pleading for their lives is a waste of time. Bonnie and Abby take refuge inside the witch house. Stefan finds Bonnie in the basement, telling her if she can't stop Esther he has to find another way, to save Elena. Stefan says the only way to cut Esther off is if one of them is no longer a witch. Upstairs, Damon sneaks up on Abby and grabs her. Telling her it will only hurt for a second, he quickly snaps her neck. Outside, Esther can feel the witches abandoning her. The flame around the pentagram shoots up and Finn drags his mother to safety. Down in the cave, Rebekah breaks the news to Elena that it's over.
Damon turned Abby into a vampire. Elena's free to go. Back home, Bonnie sits with Abby as she goes through the transition. Caroline stands guard and tells Elena that Bonnie doesn't want to see her. Everything tonight was to save Elena but, like always, Bonnie is the one who ends up getting hurt. Back home, Stefan mentions that Damon won the coin toss. He asks why Damon didn't make him turn Abby. Damon can tell that Stefan's barely hanging on and wants to be the old Stefan again. He also has noticed that Stefan stopped drinking human blood. He hasn't had any since the night he threatened to drive Elena off the bridge. Stefan can tell that Damon still loves her. He admits it, but he doesn't think Elena wants him. Elena comes home and finds a letter on her bed from Elijah. He tells her he did things he abhors to protect his family.
He tells her to hold on to her compassion as he'll hold onto his regret forever. Rebekah comes home and finds Elijah feeling contemplative and guilty. He feels bad about manipulating Rebekah against Elena. Rebekah insists they're better than the humans. Klaus burns his sketches of Caroline. Esther, Kol and Finn have already fled. Rebekah finds him and shows him her cell phone video of Elena with background of the cave paintings. There's a drawing of a native worshiping at the great white oak tree they burned to the ground. The markings in front of it are the native calendar, showing that the tree is from 300 years after they fled back to the old world. A tree still exists.
It could kill them. Alaric wakes up on Meredith's couch. She's asleep in bed. He sees patient files, including one for William Forbes. Then he finds something wrapped in red velvet. It's the knife. He looks up and sees Meredith pointing a gun at him. The episode ends with her firing.