This episode jumps right in to Caroline waking up the hospital and she is hungry. Not for food but for blood. She spies a bag of blood across the hall and takes it. At first she’s disgusted but soon realizes that it’s what she wants.
The Mayor’s wife tells Damon that she will be acting as interim mayor and that she wants him to spearhead the council of vampire hunters.
Caroline is still in the hospital but she realizes she can’t be in sunlight without it burning her. Matt comes to visit her in the hospital and she is angry and confused. He tells her she’s going to be released in the morning and she panics because she realizes that she will burn if she goes out.
Stefan walks in on Damon who is drinking form a blood bag and Stefan says that he’s happy it’s not some sorority girl. Damon wants to talk about the Lockwoods and that he believes there is something not exactly human about them. Stefan instead wants to discuss a plan to deal with Katherine. Damon gets angry and tells Stefan that he is going to let him handle the Katherine problem since she has professed her undying love to him.
We go back to Caroline who is still drinking a blood bag. She tries to put on her necklace and realizes that silver burns her too. She stares in the mirror and see s her face change. She makes enough noise that the night nurse comes to check on her. Caroline stares into the nurse’s eyes and discovers she can influence what the nurse remembers.
While talking to Elena, Bonnie sees a cute carnival worker named Carter and they flirt. Elena encourages her to show him around the carnival.
Back at the Lockwood mansion, Tyler finds Mason going through the library looking for something. He tells Tyler he’s looking for a “hunk” of moonstone that’s not really valuable but it has ‘sentimental’ value.
Jeremy and Damon have a small altercation at the carnival. Damon tells Jeremy to stay away from him and that he can kill him again. Jeremy holds up the ring than John gave him and Damon easily takes it away from him. He throws the ring back at Jeremy and tells him to go home.
Caroline is getting ready to leave and the night nurse tells her that she shouldn’t be up and moving around. She feeds on the nurse and compels her into not remembering what happened and that her “husband likes to get kinky.”
Damon and Stefan are watching the arm wrestling at the carnival and they observe Mason and Tyler arm wrestle and Mason wins. Damon volunteers Stefan to go next and Mason wins. Damon scolds Stefan for not putting in any effort and Stefan says that he try to beat Mason.
Sensing that something is not right with Mason and Tyler, he compels Carter to start a fight with Tyler and to ‘not back down’.
Caroline confronts Damon at school and tells him that she remembers everything, that he abused her, fed on her, and erased her memories. Damon tries to calm him down and she shoves him halfway down the hallway and walks away.
Carter confronts Tyler still under Damon’s compulsion and they fight. Mason jumps in to break it up and Tyler sees Mason’s eyes and how he moves during the fight.
Unbeknown to them Stefan is watching the action.
Caroline shows up at the carnival and surprises Matt. He entices her to play ring toss and she breaks several of the bottles. She gets bloodthirsty when she feels Matt’s pulse and she flees.
Damon tells Elena and Stefan that they have to kill Caroline because of how things happened with Vicki. Elena tells them that she does not want them to kill Caroline because she’s Elea’s friend.
Caroline finds a place off to herself and cries. Carter asks her if she’s okay and she is overcome by bloodlust and kills him.
Matt tells Bonnie that Caroline is angry with him and is acting very differently after she was released from the hospital and he can’t explain it.
Damon picks up a wooden stake and is starts looking for Caroline.
Mason and Tyler are discussing the fight and Tyler questions Mason his eyes changing.
Stefan and Elena are looking for Caroline when Stefan smells blood.
Damon finds Caroline first and she says “he’s dead I killed him.” She asks Damon “what’s wrong with me?” Damon says he can help her, by killing her and she begs him not to. Stefan and Elena interrupt Stefan about to stake Caroline and Elena stands between Damon and Elena. She stares at Damon and says “she’s my friend.” Damon sighs and walks away.
Stefan takes Caroline to the restroom and cleans her up. He tells her how to breathe through the bloodlust and he tells her he will show her how to live and not kill.
Bonnie sees that Caroline has killed Carter and she blames Damon for everything that has happened to her. She uses her magic to incapacitate him and then sprays gasoline on him and sets him on fire. Elena steps in and says that they’re not killers. Bonnie relents and leaves Damon alone.
Stefan promises Elena that he’ll take care of Caroline and that it’s not Damon’s fault he’s the way he is.
Tyler overhears his mother telling Mason that she’ll help him find the moonstone. Tyler goes into the library and uncovers part of the floor that is hidden by the rug and opens a safe that holds the moonstone and some other papers. Tyler takes the moonstone and puts it in his pocket.
Jeremy confronts Damon at his house, but tells Damon that he laced the whiskey with vervain and tells Damon not to drink it. Jeremy tells Damon that he wants to kill him and shows him the stake that he whittled. Damon laughs and tells him he’s not very good at the vampire killing thing. Jeremy tells Damon that his father hated vampires and Damon retorts that they have that in common but it was a very long time ago and that at least back then people knew how to whittle stakes. They bond over the fact that their fathers hated vampires.
Matt crawling in the window wakes up Caroline and Matt tells her he loves her and that he can’t go through loosing someone else close to him. Caroline kisses him and is overcome with bloodlust and her face changes. She presses closer to Matt and breathes through the bloodlust as Stefan taught her to do.
Stefan wakes up Elena by kissing her and tells her to come with him. He takes her to the carnival and tells her he wanted to kiss girlfriend on top of the Ferris wheel. She asks how they’re getting up to the top and he takes her in his arms and leaps to the top with her in his arms. They kiss but she asks Stefan “It’s never going to be over with her is it?”
Fades to black--
All in all I think this was a fast moving episode. Stay tuned next week for "Bad Moon Rising."