When a confused and desperate Caroline leaves the hospital and joins her friends at the Mystic Falls Carnival, Damon wants to take immediate action, but Stefan and Elena come to Caroline’s defense. Matt is completely mystified by Caroline’s behavior, but still tries to tell her about his feelings for her.. Damon has suspicions about Tyler’s Uncle Mason and uses Tyler’s volatile personality in an attempt to get Mason to reveal his secret. Upset with everything going on around her, Bonnie takes her anger out on Damon.

Bonnie believes her recurring dreams about Klaus’ coffins will tell her how he can be killed. The dreams also lead Bonnie to a reunion with her mother, Abby, whom Bonnie hasn’t seen for 15 years. At Abby’s remote farmhouse, Bonnie and Elena meet Jamie, the young man Abby took in years earlier. Bonnie’s sudden appearance catches Abby off-guard, but she does her best to explain the past. Tyler turns to an unexpected ally in his quest to regain his free will. Damon is intrigued by Alaric’s new friend, Dr. Fell, and Klaus continues his bitter negotiations with Stefan over control of the coffins containing his family members.

Jeremy is furious when Klaus tries to control him by putting Matt’s life in danger. Damon coaches Jeremy as he prepares to take on Klaus’ new vampires, but they find that Kol has beaten them to it. Kol makes it clear that he will stop at nothing to convince everyone to give up the search for the cure. Looking for a new ally, Rebekah reminds Stefan that they were once close friends. When Sheriff Forbes and Mayor Hopkins question Shane about his involvement in the Founders’ Council deaths, Bonnie steps in with questions of her own, and Shane’s responses push Bonnie to the edge of her powers. Elena negotiates with Klaus to keep Jeremy safe, but when danger suddenly appears from a totally unexpected enemy, Elena comes up with her own daring plan for Jeremy.