The episode begins with Elena going for a late night stroll. She lies down in the middle of a road. At the Salvatore's, Stefan worries about Elena. A car rolls to a stop, in the road, in front of Elena. Stefan thinks they need to give Elena a reason to turn her humanity back on, so she's not overwhelmed with grief. A woman gets out of the car and checks on Elena. She attacks the woman. Damon makes her stop, before she goes too far. Klaus finds Hayley, the hybrid, at a truck stop fending off a vampire. He knows Katherine is coming for her and he promises to protect her, in exchange for information about Katherine.
Stefan plans to take Elena back to school, as a distraction, while Damon goes after Katherine. Caroline is over at Stefan and Damon’s house, because their water filters are the only ones that keep the mayor's Vervane-laced water out. Caroline says that her mom needs help, so Stefan agrees. Caroline gets school duty. Damon uses his sire bond to urge Elena not to eat anyone at school. Once at school, Elena sees a flyer about a memorial for Jeremy and tears it down. Elena asks Caroline to get her back on the cheerleading team. Damon drops by Klaus', to confront him about conspiring with Hayley. Damon suggests his plan to give the cure to Elena helps Klaus, because then Katherine can't force-feed it to him. Damon wants info to track Katherine. Klaus mentions the vampire he bit last night protecting Hayley but, given that he was bitten by Klaus the hybrid, he probably doesn't have long.
Sheriff Forbes tells Stefan that the hospital's entire blood supply is gone. She thinks the town's at a tipping point. She asks him who would be so careless, to steal the whole supply. At a cheerleading competition, Elena sees a competitor leave to get her make-up bag off the bus. Elena follows her and attacks her on the bus, stealing her hair ribbon in the process. Caroline figures things out when Elena shows up with the other team's ribbon in her hair, and her victim has a scarf around her neck. Caroline tells Stefan the sire bond directions didn't work. Stefan calls Damon. He explains that because the sire bond was tied to her emotional attachment to him, and she has no emotions, the sire bond won’t work.
At the truck stop, looking for the wounded vampire, Damon runs into Rebekah instead. She's looking for Katherine, too. She brought Klaus' blood, to convince the wounded vampire to talk, knowing it's the only thing that will save him. Klaus has Hayley over. She says that she met Katherine in New Orleans, when she was looking for her real parents, and Katherine offered to help her. Stefan asks Elena if she stole the town's blood. She says she prefers something warmer. He cautions her against falling into the ripper trap. Caroline tells Elena she can't perform, but Elena ignores her. The Lady Timberwolves perform and, mid-routine, Elena steps away during a lift and lets Caroline fall to the mat. Stefan later injects Elena with Vervane, and knocks her out. Damon and Rebekah look for their wounded vampire in the local hospital, on the idea that he'd be hiding from the sun. Damon checks the blood supply and finds it's all missing, but he doesn't think the vampire is responsible.
At Klaus' house, Hayley continues to stall on providing information about Katherine to Klaus. She asks him to let Tyler go free, but he's not inclined. Back at the Salvatore's house, Elena changes in front of Stefan. He compares her using sex to Katherine's tactics. She's cold about their past history together. She won't stop texting, so he grabs her phone. They head downstairs to find the house full of people from the cheer competition. She was texting to bring the party to her. Caroline shows up. They can't compel the party-goers to leave, since the locals are all on Vervane from the town water supply. Elena is dancing on a table top, having a blast. Caroline urges Stefan to join in, so he hoists her over his shoulder and takes her to the dance floor.
Damon feeds on a nurse, then compels her to walk to her car. He explains to Rebekah that the nurse is bait for the wounded, starving vampire. Damon finds the vampire. He knows him. His name is Will. Damon rips his heart out quickly, telling Rebekah he was too far gone. Back at Klaus', Hayley flirts with him and he goes for it. At the Salvatores', Elena's pouring booze for everyone. She sees Stefan and Caroline dancing, and suggests Caroline take him out for a spin. Sheriff Forbes shows up and asks what's going on. Elena says they are drinking and doing some drugs. Sheriff Forbes goes to shut the party down, and Elena is about to attack her. Caroline comes in to save her mom. She's furious with Elena, but Elena takes off.
Stefan and Caroline search the woods for Elena. Stefan realizes the party was a distraction, for Elena to escape. He tells Caroline to snap Elena's neck if she finds her. Damon returns to the party in full swing at his house. Rebekah follows him. She accuses him of killing Will to prevent her from finding Katherine and taking the cure. He questions what she'd get out of becoming human, equating it with mediocrity. Damon gets a text that Elena is loose.
Caroline calls out to Elena in the woods. Elena jumps her and fights with her. Caroline yells at her to stop, saying she hurt her mom. Elena urges Caroline to try turning her humanity off, saying it might make her quit whining about Tyler leaving her and keep her from feeling guilty about her dirty thoughts about Klaus. They start fighting again, and Elena skewers Caroline with a tree branch. Elena’s about to stab her again, but Damon and Stefan show up and grab Elena. Back at the Salvatores', Caroline gets a text from Matt to meet at Tyler's. Stefan tries to console Caroline about Elena. They vow not to give up on her.
Damon keeps Elena on lockdown, in his room, as he goes through old photos. He finds one of him with Will. Elena assures Damon she feels great without emotions. Caroline shows up at Tyler's but can't get in until Matt invites her. He got a package from Tyler, including a letter for her. Tyler writes that the only way they can be safe from Klaus is if he never comes home. He gave Matt the deed to the house to protect her. He says he'll always love her, and she realizes he's not coming back.
As Hayley gets dressed, after sleeping with Klaus, he sees a crescent moon mark on her shoulder. He recognizes it as belonging to a werewolf bloodline that lived in old Louisiana. He assures her he's not lying to her. Sheriff Forbes calls Stefan, saying they have a bigger problem. Stefan calls Damon and informs him that six other hospitals' blood supply is missing. He thinks Silas followed them home, and is hoarding to gorge. Damon says he will be in touch. He hangs up on Stefan and it’s shown he's driving down the road with Elena. They're on their way to New York. The episode ends at this point.