The episode begins and Sheriff Forbes speaks at a service for Carol Lockwood in the high school gym, saying she died as the result of a "terrible accident". Elena thinks she sees Rebekah across the gym and goes to investigate. Rudy Hopkins, Bonnie's dad, has been selected as interim mayor. Elena comes to in the library. April is angry and asks Elena how many times she compelled her. April knows Rebekah is an original. Rebekah compels Elena to stay put. Up at the lake house, Damon listens to a message from Elena; she misses him. Jeremy is sparring with Matt and winning. Jeremy says he's ready for more, so Damon tosses him a stake and dares him.
Jeremy rushes him but Damon gets him by the neck. Rebekah calls Stefan and informs him she's holding Elena hostage. He calls Caroline and leaves the Grill. At another table, Sheriff Forbes shows new mayor Hopkins the file on Carol's "accidental" death. He understands it was probably a vampire. Forbes leaves and Bonnie shows up to join her dad. He's ready to institute a few rules for the town. At the high school, Caroline carries the white oak stake and goes looking for Rebekah. Stefan checks another floor and finds Rebekah. He, texts Caroline to come stake her, but Rebekah got to her first. Rebekah drags Stefan into her compelled truth circle with Elena and Caroline. She knows about the hunter's mark tattoos leading to the cure. She wants to know what happened to the plan to get it.
Rebekah teases Stefan about planning to take it himself to grow old with Elena. Noting the weirdness, Caroline is forced to explain they broke up. Rebekah asks what happened. Stefan is forced to tell her that Elena slept with Damon. Elena didn't know he knew. At the lake, Damon drills Jeremy on hunting skills. Jeremy doesn't think he actually cares; he just wants him to develop the mark to cure Elena so he can find out if her feelings for him are real. Klaus strolls up, wanting to know how many vampires Jeremy has killed. Klaus wants the cure ASAP due to his hybrid shortage. Klaus asks how he can help. Damon shoots him in the chest. "That's for Carol Lockwood" he says. Back in the library, Stefan tells Rebekah about Elena's sire bond.
Rebekah thinks Elena isn't being forthcoming and compels her to confess. "I didn't sleep with Damon because of the sire bond, I slept with Damon because I'm in love with him," Elena says, surprising everyone, including herself. Back on topic, they tell Rebekah about Professor Shane. Bonnie in the meantime is ranting about her dad to Shane. He says she doesn't need his help anymore. He gives her a necklace; made of human bone. Legend says it was worn by the 2,000 year old witch. Bonnie leaves, passing a nice looking young man in the hallway. After he walks by, she realizes he's Kol. She runs to Shane's office but he's gone. Tyler answers a call from Caroline's phone. It's Rebekah, summoning him.
Kol joins his sister's group in the library, dragging Shane. Back up at the lake at night, Damon whittles wooden bullets. Klaus joins him, wanting to turn someone for Jeremy to kill. He thinks Damon is trying to take the moral high road for Elena's sake. Klaus tells him he's taken the necessary steps. A pizza delivery girl knocks on the cabin door, saying she ran out of gas. Matt goes to get his phone, but she's stuck at the doorstep. Jeremy says hi and invites her in. Rebekah and Kol drag Shane to storage room. Compulsion won't work, so she tells Kol to beat him until he gives up the location of the cure.
Back at truth table, Rebekah orchestrates compelled truth or dare, forcing Elena to tell Stefan how she feels with Damon: free and unpredictable. Lately, with Stefan she's felt like she was a problem that needs to be fixed. "I think I make him sad and I can't be with someone like that because when he looks at me all he sees is a broken toy" she says. She loves Stefan, but isn't in love with him anymore. Stefan admits it hurt to hear. Tyler joins them. Rebekah compels the vampires not to run and tells Tyler to turn. She knows he'll kill them if he does, she doesn't want competition looking for the cure. In the cabin, the pizza girl attacks Matt. Jeremy finds her and quickly stakes her. He watches his tattoo grow.
Bonnie comes to the high school looking for Shane. April tells her what Rebekah's up to, thinking she's just getting at the truth. Bonnie does a protection spell for Shane. Kol on the other hand repeatedly dunks Shane in water to force him to talk. Shane doesn't care about the cure; he just wants to free Silas. As Shane is being drowned, April starts cough. As Shane's head is underwater, April spits up water. Kol relents. Rebekah doesn't think Silas is real. Shane says he knows where Silas is buried and soon they'll have the spell to raise him. He mentions dozens have to die in a blood sacrifice and says he's done it. Rebekah realizes he got the Council blown up. Shane says the sacrifices are temporary because once they raise Silas; he'll bring back everyone who died on his behalf.
Kol gets angry and grabs a metal pipe. He jams it through Shane's stomach and he collapses on the ground. So does April, bleeding profusely from her stomach. In the library, Tyler tries to fight the compulsion to turn but it's not going well. He yells at his friends to leave. Tyler easily busts down the door and chases after them. Stefan bars a door with an axe but it's not enough to stop him. Werewolf Tyler fights and tries to break down the door until suddenly, he stops. Rebekah is mad at Kol for killing Shane, but he thinks he did her a favor since bringing Silas back would be "hell on earth." Kol reveals he has the white oak stake. They leave and Shane sits up. He pulls the rod out of his body. Stefan and Elena find Bonnie with April.
Bonnie explains her protection spell for Shane accidentally linked him to April. She says it was different than usual; she didn't bleed or feel any pain. "This time I just felt more power," she says. Stefan feeds April his blood and April gets up. Bonnie takes her somewhere safe. Elena wants to talk about things with Stefan but Rebekah interrupts. Caroline finds Tyler, changed back to human form, in the gym. He breaks down, saying everything is his fault. Rebekah makes Elena an offer: she'll erase every memory of her from Stefan. Elena says no, but Stefan says yes. Rebekah laughs at him, saying it'd be too easy. She refuses. Elena tries to talk to Stefan, but he just walks away. Bonnie goes Shane for answers about "expression."
He says it's a way of doing magic that isn't monitored by the spirits, it isn't good or bad. "You are the key to everyone. I'm not going to let anything bad happen to you," he says. Back up at the lake house, Damon buries the pizza girl. Elena calls. She tells him Stefan knows. She says she has to tell him the most real thing she's ever felt in her life: she loves him. He tells her he's going to get the cure for her, even if it means doing things she doesn't like. Then he tells her to get in her car and come to him. Rebekah drops by Stefan's; he called her. She wants the cure to turn Klaus mortal. Stefan tells Rebekah that Shane isn't dead.
He admits he wants the cure to know how Elena really feels about Damon. Rebekah tells him about Shane's dark agenda. He suggests they team up. They both hate their brothers, Damon has Jeremy, Klaus has the sword and Shane has Bonnie. Whoever finds the cure first gets to decide what to do with it. April insists her dad had no reason to kill himself or those people. She tells Forbes and Hopkins that Shane orchestrated the whole thing.
Matt, Damon and Jeremy show up at a bar in town to find Klaus at the bar and bodies everywhere. They're in transition, for Jeremy to kill. "You said you were going to convince Klaus to do this another way" Jeremy says. "Well, I thought about it. And then I realized his idea was better" Damon says. The newborn vampires start to come to life. The episode ends at this point.