Bed & Breakfast Room, Grove Hill

**Music Playing**

(Stefan and Caroline enter the room, Caroline picks up a glass angel off the shelf)

Caroline: Aw... An angel. (She tosses the angel to Stefan) How cute is this place? 
Stefan: Adorable.

(He tosses the angel over his shoulder, where it shatters on the floor)

Caroline: (suspiciously) Okay, so I'll bite. So, you hunt me down in a bar-- where I am perfectly content feeding on the wait staff-- so you can whine to me about how your mom is a bitch--
Stefan: (cuts her off) What kind of mother doesn't love her own children?

(Caroline seductively approaches him)

Caroline: Ohhh... Duh.

(She wraps her arms around his neck, gazing into his eyes and smiling)

Stefan: (in voiceover) First step...

Salvatore Boarding House

(The scene switches to the Salvatore Boarding House, where Stefan is discussing his plan to help flip Caroline's humanity switch with Damon and Elena)

Stefan: ...Convince her that my humanity is still off. I'll tell her that my run-in with our mother had no effect on me, and I want to keep the party going. 
Damon: (amused) Ah, look at that! Saint Stefan has a plan. Let me guess-- whoever's holding the kitten gets to talk about their feelings?
Stefan: Torture her until she breaks. 
Damon: (impressed) Sold! 
Elena: So, do I need to remind you two that the last time Caroline thought that we were trying to flip her switch, she went on a killing spree? 
Stefan: Well, she's not gonna find out this time.

(He picks up the phone to dial a number)

Bed & Breakfast Room, Grove Hill

(The scene switches back to the Bed and Breakfast room, where Stefan is picking up the phone)

Caroline: Who are you calling?
Stefan: (on the phone) Hey. Can I get some towels set up to the room, please? Thank you. (He hangs up and turns to Caroline) I'm hungry, so I figure we can eat whoever brings them up. 

Salvatore Boarding House

(The scene switches back to the Salvatore Boarding House, where they continue to discuss the plan)

Damon: See? He'll be convincing. 
Elena: Fine, say she believes you-- How do you know she's gonna even want to see you again?
Damon: (smirks) Oh, she'll want to see him.
Stefan: (embarrassed) Damon... Shut up!
Damon: (gleefully) I mean, it's a bit of a tricky bet for you, isn't it, brother? She's gonna expect a lot. 
Elena: (confused) Okay, what am I missing here?
Stefan: (quickly) Nothing. 
Elena: (gasps in realization) Hang on a second. Did you and Caroline--

(Damon is so amused that he's dancing by swinging his arm around and rocking his hips)

Damon: Do it? (He pops the "p" on his next statement) Yep! 
Elena: (shocked) Oh... This was after she flipped...? (She notices Stefan's look of total humiliation and stops herself) --Never mind...
Stefan: It's not exactly how I wanted things to go down, but I can't change it now, so can we just drop it? 
Damon: Okay. Sore subject. Understood. So, what do we do once you earn her trust?
Stefan: We drain her of her blood, make her weak, and then bombard her with everything she used to care about-- memories of who she was, her friendships, her mom. (He turns to Elena) Did you bring it? 
Elena: Yes.

(She pulls out an envelope from her bag and hands it over to Stefan)

Damon: What is that?
Elena: Caroline got rid of everything from her former life. Her mom had sent this letter, intending for it to arrive after she died, which it did, but Caroline had already flipped her switch.
Stefan: It could work. 
Damon: Sure. Unless she wants sexy-Stefan-time instead of an assault on Memory Lane.
Stefan: (determined) I'm not gonna let that happen. 

Bed & Breakfast Room, Grove Hill

(Stefan is pouring mini-bottles of vodka into two glasses. Caroline gets up from the couch and walks over to Stefan, wrapping her arms around his waist and resting her head on his shoulder)

Caroline: Now what are you doing?
Stefan: Just making us some drinks. 
Caroline: (hums happily) Such a gentleman.
Stefan: Mmmm...

**Music Continues**

(Caroline kisses the side of his face affectionately until she hears the knock at the door) 

Caroline: Dinner...

(She turns and walks to the door and opens it, though she's completely stunned to see Damon standing in front of her, holding two folded towels in his hands and smiling patronizingly)

Damon: Towels!

(He holds up the two folded towels in one hand, and in the other, he holds up a vervain dart-gun, which he uses to shoot Caroline several times in the torso. Caroline gasps in surprise and falls unconscious to the floor. Once she's passed out, Damon walks into the room and approaches Stefan, who looks guilty, before tossing the towels onto the floor)

Damon: Sure you want to do this?
Stefan: (sighs) Let's just get it over with.

(Damon shrugs before shooting Stefan with the vervain dart-gun as well. Stefan gasps in discomfort before passing out on the floor)

Title Card & Opening Credits

Bed & Breakfast, Grove Hill, Three Days Later

(The sun shines into the room through an open window with bars attached to the inside. Caroline awakens on a bed, only to realize that her wrists had been slit while she was unconscious, causing her to bleed out all over the bed. When she looks down at Stefan, she finds him sprawled on the floor, half-leaning on against the bed, and with his own blood soaking the carpet around him)

Caroline: (sighs weakly) Stefan?
Stefan: Yeah?
Caroline: What happened?
Stefan: (weakened) We got caught. 

(Caroline sighs and flops backward onto the bed)

Whitmore Campus, Hallway

(Bonnie walks down the busy campus hallway as she flips through a book. Suddenly, Damon appears, and she looks up at the sound of his voice. Once he approaches her, he hands her a coffee)

Damon: Hello.

(Bonnie takes the coffee from him)

Bonnie: Hey. This is a surprise.
Damon: Well, you know, I was just in the hood. I thought I might stop by and bring my friend a little morning pick-me-up.

(They continue talking as they walk down the hallway) 

Bonnie: Thanks. What is this? 
Damon: Uh, it's a mocha-latte-frappi-somethin'. (Bonnie gives him an amused look, and he shrugs awkwardly) I dont know-- I guessed.
Bonnie: Clearly. So Elena told me that you guys found Caroline, which is great. Funny enough, she didn't mention anything about a cure for vampirism? 
Damon: (worried) Please don't tell me you said anything. 
Bonnie: I didn't! Apparently, neither have you. 
Damon: Well, yeah. Look. I've been busy, you know? My mom's in town. I had to vampire-proof a B & B. Do you have any idea how many people I had to compel to make that happen? 
Bonnie: Quite a few, I am assuming... which makes me wonder how you had time to bring your bud a coffee. Hmm? 
Damon: You ever hear of April Lyrids? (She stares at him, clearly onfused) Yeah, me neither. Anyway, it's a stupid comet that my mom thinks she's gonna use to pull her friends out of the 1903 prison world. 
Bonnie: (concerned) Okay, but we're not letting her people out. 
Damon: (grimaces uncomfortably) Well, I may have reinforced that possibility... when I gave the Ascendant to her for safe-keepings. 
Bonnie: (angry and stunned) You what?

(Damon looks around nervously before pulling her into an empty classroom so they can speak privately)

Damon: Come here.

(He closes the door behind them) 

Bonnie: Damon, you were the one that said her friends are vampires who can do magic
Damon: (knows he messed up) I think the PC term is "witchpire."
Bonnie: The term is "freaks we've never dealt with before." 
Damon: But it doesn't matter, because she still needs you to do the spell to open up the door to 1903, Bonnie!
Bonnie: (clearly furious) Oh. So, that means she's gonna come looking for me!
Damon: So we stall her! Look, Lily's like a bill collector. You dodge her calls long enough, she'll leave you alone. 
Bonnie: No, eventually they shut your power off! (She angrily turns away from him and heads to the door before turning around for one last parting word) You better fix this before she becomes my problem. And don't ever show up here pretending to care about me again!

(She leaves the room angrily, and Damon sighs)

Bed & Breakfast, Grove Hill

(Alaric and Jo, who are on watch duty, are playing a game of cards in the hallway just outside of the room where Stefan and Caroline are locked up)

Jo: Oh. Did I tell you I got us into that cute bakery right off campus? 
Alaric: (confused) I have no idea what you're talking about. 
Jo: To taste wedding cake for our wedding.
Alaric: (awkwardly) Oh.
Jo: I don't need to remind you... right around the corner?
Alaric: Is this where I pretend to care about how our wedding cake tastes?
Jo: I just pulled a crummy all-nighter at a B & B we're supposed to be scouting for the wedding. You can care about cake. Did I mention that the cute bakery is right next door to an even cuter tequila bar? 
Alaric: Mmm... Tequila... My Favorite. (He lays down the cards in his hands) Gin. Again. How many is that?

(Jo smiles and kisses him, and the two engage in a passionate kiss, before she sits on his lap, straddling him as they begin to make out. After a moment, Elena walks in, looking both surprised and uncomfortable) 

Elena: Oh! Um, ahem.

(She clears her throat and the two break apart looking at Elena, then at each other, everyone feeling extremely awkward)

Alaric: Elena! Hey. 
Jo: We were just keeping a really close eye on your friends...
Alaric: (clears his throat) Yeah. Real close. 
Elena: (amused) Yeah. I can see that. 
Alaric: Yeah.
Elena: Good news! Your shift's over. I'm here to relieve you. 
Jo: In that case-- (She stands to her feet)-- I'm just gonna head to the honeymoon suite.

(She leaves and walks down the hall. Alaric quickly hops to his feet and addresses Elena) 

Alaric: Ahem. Uh, supplies are right here. Uh, cards are right there just in case you get bored. 
Elena: (smiles) Supplies. Cards. Got it. 
Alaric: Yeah. Great. So, we'll see you in a few hours.

(He walks past her and follows Jo down the hall to their room)

Elena: Ric? 
Alaric: (turns back toward her) Yeah?
Elena: It's really nice to see you happy. 
Alaric: Oh, thanks.

(From the other room, they can hear Caroline grunting and groaning miserably)

Alaric: I think they're awake, so...Have fun with that.

(The sound of rattling metal is heard from the other room, and Alaric, wanting to get out of there, leaves her to her watch duty. Elena mentally prepares herself for dealing with Caroline)

Elena: Phew. Okay.

(In Stefan and Caroline's room/prison cell, Caroline uses all the strength that she has rattling the bars on the windows, but it is no use. She groans and growls in frustration as she shakes the bars to no avail)

Caroline: Grr!! Ohh! They vampire-proofed a B & B. How did they even know we were here?

(She pants heavily, clearly out of breath from trying so hard to break free. She turns back to Stefan, who is laying back on the couch)

Caroline: Why are you so calm? Help me. 
Stefan: Because I already tried. You're wasting your energy. 
Caroline: (whines) Ugh! Every move I make feels like sandpaper rubbing against my veins.
Stefan: They're drying us out. First they drain our blood, then they starve us. 
Caroline: (annoyed) I know how desiccation works, Stefan!

(She picks up a mini-bottle of vodka from the table and opens it) 

Stefan: Ah-ah. I wouldn't do that if I were you. 
Caroline: I can literally feel my cells shrinking. 
Stefan: You do realize that vodka to a desiccating vampire is like salt water to a human?
Caroline: (snaps) What's with the lecture? Just shut up and let me enjoy this.

(She drinks the entire mini-bottle in one gulp and sighs in relief. After a moment, Elena appears on the other side of the door) 

Elena: Knock, Knock.

(Stefan and Caroline turn their attention to her at the sound of her voice. Caroline does not look pleased, and Stefan does a good job of playing the part of an angry, humanity-less vampire)

Caroline: Elena. Let me guess-- Humanity Police was your idea.

(Elena opens the window on the door to the room and speaks to them through the bars)

Elena: We really want you back, Caroline. 

(Caroline lays on her side on the bed with her head propped up with one hand)

Caroline: Remember that time Jeremy died and you turned off your humanity and tried to kill the prom queen, AKA your best friend Bonnie? I forget. Stefan, was that before or after she killed some waitress for no reason?
Stefan: (smirks) I think it was after
Caroline: (Laughs) Heh. You see. Stefan and I are just finding it a little ironic that you think you're qualified to tell us how to deal with the death of a loved one. 
Elena: I'm not here to preach to you, Caroline. I just came to show you this.

(She holds the envelope up and slips it through the bars. Caroline looks up at her, and Stefan gets up off the couch to take the letter and examine it curiously)

Elena: This letter from your mom arrived at our dorm just a few days after her funeral. Apparently there was something she wanted to tell you.

(Caroline sits up on the bed as Stefan walks over to her to hand her the letter) 

Stefan: (Walks over to Caroline) Does this look real to you?

(Caroline stands up and examines it)

Caroline: Her impeccably perfect handwriting? Yep. I remember when she taught me how to write my name in cursive.

(In that moment it almost seems like she's feeling some emotion as she stares at her mother's handwriting on the envelope, but when she looks back up at Stefan, her eyes say it all)

Caroline: So, what, am I supposed to read this and snap back to sad, pathetic, motherless Caroline? Burn it!
Stefan: (unable to maintain his poker face) What?
Caroline: Did I say, "Stand there and look stupid?" No. I said, "Burn it!"

(Elena is horrified)

Stefan: Well, maybe I should read it first. 
Caroline: Why do you care?
Stefan: I mean, what happens if eventually you get your humanity back and you hate me for destroying the last think your mom wanted to say to you? 
Caroline: Did those words seriously just come out of your mouth? God!

(She grabs a match book off the top of the old fireplace and lights the match, holding it up to Stefan)

Caroline: Burn it! Now!

(Elena, looking panicked, tries to whisper to Stefan)

Elena: Stefan, don't! No!

(Stefan, having no choice in the matter if he wants Caroline to continue to believe he has no humanity, reluctantly lights the envelope with the lit match. Elena desperately grips the bars on the door)

Elena: (shouts) No! 
Stefan: (stays in character) Sorry, Elena,

(He walks over to the table and drops the flaming letter in the ashtray)

Stefan: But, if you want us back, you're gonna have to try a lot harder than that.

(The letter burns, and Elena looks devastated, but Caroline looks gleeful at having beaten them at their game)

Restaurant/Salvatore Boarding House

**Music Playing**

(Matt calls Bonnie, and their conversation alternates between the restaurant with Matt and the Salvatore Boarding house with Bonnie. Bonnie is looking around the Salvatore Boarding House for the Ascendant)

Bonnie: Hey, Matt.
Matt: Hey. Can I assume that the woman who looks like she's never been in a restaurant before is your lunch date?
Bonnie: (sighs in frustration) Great. She's early.
Matt: So, what do you want me to do?
Bonnie: Just wait ten minutes, tell her I'm running late, and stall her 'til I find what I need.

(She opens a drawer and searches through it before closing it again and moving on to the next one)

Matt: Okay.

(He hangs up, and approaches Lily's table with two menus. However, before he can reach her, he's stopped by the sight of Enzo entering the restaurant)

Enzo: Thought you were off learning to be a sheriff?
Matt: Thanks to Stefan and Caroline, I can barely tie my shoe at the moment. What, are you here to stalk someone?
Enzo: I'm through with all that. I've decided a direct approach is best. (He makes eye contact with Lily) One of your diners owes me some answers.

(Lily sees Enzo and stands so she can walk toward him. Matt looks unhappy at the thought of more supernatural drama)

Matt: I can't have any trouble here, man.
Enzo: That will depend on how this conversation goes.
Lily: I know you. You came to my house a few days ago.
Enzo: Yes, and as chance would have it, your son and I are old friends.

(Lily stares at his face for a long moment before she recognizes him and smiles)

Lily: My God. Lorenzo (She touches his face affectionately but he pulls away quickly, both angry and uncomfortable at the touch) It's you.
Matt: (confused) So you two know each other?
Lily: The phrase, "small world" comes to mind.
Enzo: So does, "epic understatement."
Lily: Uh, my lunch companion has yet to arrive. Won't you join me for a drink?
Enzo: Don't mind if I do.

(He follows her to the table)

Bed & Breakfast, Grove Hill

(Elena sits on a wicker chair in an enclosed patio just below the room where Stefan and Caroline are trapped. She is stressed and upset)

Elena: She burned the letter. That was my ace in the hole. I blew it.

(Damon sits down next to her and gives her a sympathetic look)

Damon: Look. The fact that you suck at torturing people is nothing to be ashamed of. (He kisses her cheek) That's why you have me!
Elena: Well, at least Alaric and Jo can cross this off their list of honeymoon options.
Damon: They have a list?
Elena: Mm-hmm. Jo's pregnant. They didn't want to have to fly anywhere.
Damon: Do you have a list?
Elena: Of where I'd go on my fictional honeymoon before I give birth to my fictional baby? No. But not here.
Damon: I thought you liked this place?
Elena: Really? What part of extreme floral patterns screams Elena Gilbert to you?
Damon: Well, excuse me, missy. I guess we've never played the "Let's-Pretend-We're-Human" fantasy game together. All right. Let's play. You're human. Five years from now, where are you?
Elena: Easy. With you.
Damon: Boring. I'll need a zip code.
Elena: (confused) Okay. Uh, in a loft in Tribeca above the bar that you work at.
Damon: (gives her a look) You made me Matt Donovan in your fantasy?
Elena: Okay. You... You own the bar, and when you're not working there, you're... You're on the couch, pouring me wine and massaging my feet after a long day at the O.R. I'm in the surgical residency program.
Damon: Of course you are. Kids?
Elena: Yeah, of course, eventually, but we should, um, probably have two, you know, so they can keep each other company when we're, you know, distracted by other things. (They kiss)
Damon: Hmm...You got it all figured out, don't you?
Elena: How about you? Your turn. Five years from now, where are you?
Damon: Um.

(From the room above them, Caroline's voice is heard yelling loudly)

Caroline: Ugh! This is torture!

(Elena and Damon look up at the sound)

Damon: Sounds like the rats are restless.

(In the room currently serving as a prison cell, Caroline and Stefan are both weak and on the floor. Caroline is restless and she groans loudly)

Caroline: Ugh. Like, actual torture. Elena and Damon talking about their future together. Ech! Just... I want to die.
Stefan: They'll make a mistake eventually. And, when they do, we will pounce and drain the first person we can get our teeth on.
Caroline: Oh, my God. What I would do for just a sip of human blood.

(She puts her hand on his leg and sighs)

Caroline: You know when you're feeding on someone's neck-- (She runs her hand up his leg and leans toward him)-- and their artery's still pulsing? I really love that.

(She leans in to kiss him, but Stefan doesn't seem to be into it)

Stefan: I thought your veins felt like sandpaper.
Caroline: They do. So take my mind off it.

(They kiss. Suddenly Caroline pulls away and gives Stefan a look, but before she can say anything, Damon appears to taunt them by opening the window on the door)

Damon: Bored yet?
Caroline: Go away, Damon.

Damon: Brought you some real light reading from the "True Crime" section.

(He tosses some pictures clipped to crime files into the room. The files are all of people who Caroline has killed since turning off her humanity)

Damon: Curious... Which one of you idiots attacked a stadium security guard and stuffed him in a laundry cart?
Caroline: That would have been me.

(Stefan and Caroline get to their feet)

Damon: (shrugs) Nice technique. Although, it's probably good that your mom's gone because that would have been a hell of a cover up.

(Stefan walks to the door and picks up the files)

Caroline: Why are you only picking on me? Stefan's in here, too. Annoy him.
Damon: Because Stefan didn't snap a bar-back's clavicle in half. You know, it's really quite sad actually. I can see Liz right now-- (Caroline rolls her eyes)-- Calling the parents, breaking the news, wondering where she went wrong as a mother...

(He throws the rest of the files into the room)

Caroline: She got cancer, Damon. That is where she went wrong.
Damon: Oh! Blame her. Healthy attitude, Caroline.
Caroline: You know what? You're right. I should really just be more like you and Elena, just play make-believe about the future that I can't have, because that's healthy.

(She starts talking in a mocking voice, just as Elena approaches the door to join Damon)

Caroline: Maybe I'll pretend I can actually give birth to babies and have a normal family, and I can get a job without having to move and start over every five years. I can operate on my patients without wanting to feed on them.

(Damon is clearly not pleased by the fact that Caroline is making Elena feel so badly)

Damon: You're a real bitch when you're hungry.
Caroline: I'm curious, Damon. How does it feel to know that you can't give someone the life that she really wants?
Elena: (angrilyy) Shut up, Caroline!
Caroline: (satisfied) I'm just stating the facts, Elena. You didn't want this life. You can play fantasy-land all you want, but in this life, the one where you're a vampire, you'll always be settling, and it's just so sad.
Elena: I can't listen to this.
Damon: Elena.
Elena: I don't want to hear it, okay?

(She leaves, and Damon closes the window)

Mystic Grill

(Enzo and Lily are seated at a table. The waitress brings them over a couple of drinks and takes their order. Enzo stares at Lily angrily as Lily orders off a menu for the first time)

Lily: Uh... May I please have a chicken sandwich and a bowl of soup?
Waitress: You bet. And that comes with a side of fries or skins.

(Lily is both confused and horrified by this response)

Lily: Um, I'm sorry. Did you say skins? I... I'm afraid I don't know what that is.

(Enzo is annoyed, and turns to the waitress)

Enzo: Neither, thanks. (He passes the menus to the waitress) And I'm not eating.

(The waitress nods and leaves)

Enzo: Heh. That was painful. What's the matter? Your all-blood diet make you forget how restaurants work?
Lily: My first time actually. How did I do? Was I a blithering idiot?
Enzo: (confused) What are you talking about?
Lily: Oh, I figured you were aware. I've been imprisoned for the last 100 years.
Enzo: (rolls his eyes in disbelief) That old chestnut.

(She stares at him, and he leans forward)

Enzo: Lily, you turned me and left me on a passenger ship full of headless corpses! Wouldn't it be easier to say you forgot what cabin number I was in?
Lily: (frowns) If only that were the case. No. The night I turned you, my friends and I were captured by the Gemini Coven.

(Enzo is truly surprised to hear this, and Lily suddenly realizes why Enzo is so upset)

Lily: Oh, I see. All this time, you thought that I abandoned you. (She reaches out and touches his hand) I would never do that, Lorenzo. (Enzo clears his throat, sitting back) I will thank you not to mention headless corpses again. Those habits are all in the past.
Enzo: At least it gives you and Stefan something to bond over (Lily looks down at the table, and Enzo notices that this is a touchy subject) Or, maybe not.
Lily: It's not their fault, but they remind me of a very dark time in my life.
Enzo: Not one for the maternal instincts, I see.
Lily: On the contrary. They were directed elsewhere. You see, I was trapped in that prison world with six others. Caring for them as we starved, surviving on two drops of blood a week just to preserve our rations.
Enzo: Sounds like a chore.
Lilly: Loyalty is never a chore, Lorenzo. At any rate, it's ill-bred to speak of such personal matters. I do hope you're hungry. It... It appears my lunch date has stood me up... Bonnie Bennett. You see, my traveling companions remain trapped in that prison world. Miss Bennett has offered to get them out.
Enzo: Oh, has she now?

(In the rest room, Matt has unbuttoned his blue collar shirt revealing the wound from when Tyler accidentally stabbed him in the last episode, which has fresh stitches holding it together. He applies a clean bandage over it, and as he looks at himself in the mirror, he sighs sadly. He removes his blue collar shirt, hangs it up and puts on his navy blue t-shirt which reads Mystic Grill)

Restaurant/Salvatore Boarding House

(Bonnie walks quickly through the living room of the Salvatore Boarding House, still searching for the Ascendant. When her cell phone vibrates in her pocket, she answers)

Bonnie: Still looking.

(Matt looks out at the table where Lily once sat, only she and Enzo are both nowhere to be found)

Matt: She's gone.
Bonnie: (frustrated) I told you to stall her.
Matt: I couldn't. She was with Enzo.
Bonnie: When did they leave?
Matt: I don't know, but you better hurry up.
Bonnie: Do you know how many places there are to hide things in this house?

(Suddenly, Bonnie freezes in place and turns her head when she hears the sound of Lily's voice echoing through the foyer. Lily is talking to Enzo as they walk into the boarding house)

Lily: (to Enzo) So kind of you to bring me home.

(Bonnie begins to panic as Enzo and Lily walk toward the living room)

Matt: Bonnie, are you okay?
Lily: (to Enzo) Still, I think you're wrong to worry about the ascendant. (Bonnie opens a drawer and finds the Ascendant) Damon assured me all would be well.
Enzo: You've got a lot to learn about your son.
Lily: (concerned) What do you mean by that?
Enzo: Eh, he's not the most trustworthy chap.

(As they enter the living room, Lily freezes when she sees that the drawer to the dresser is open and the Ascendant gone. She hurries over to search the drawer thoroughly)

Enzo: Figured you were aware.

(Lily becomes furious and turns toward him)

Lily: Is this entertaining to you? That the ascendant has been taken from me? That I've lost the only means of rescuing my family?
Enzo: (concerned) Your family?
Lily: You know what I am, Lorenzo. You saw the horror on that ship. The people in that prison world are the only thing that keep me from becoming that monster again.
Enzo: (cautiously walks toward her) Your real family is right here in this house.
Lily: (angrily squeezes her eyes shut) Get out.
Enzo: (concerned) Lily, relax.

(Lily's eye veins start to peek out under her eyes as she vamps-out)

Lily: I said get out!

(Her face returns to normal, and Enzo, scared of what she'll do, leaves without a word)

Bed & Breakfast, Grove Hill

(Elena and Damon are back in the enclosed patio. Damon seems unhappy)

Elena: Damon, Caroline's not right. I'm not settling.
Damon: But you do want to be human.
Elena: You said it yourself. If I was human, we wouldn't work.
Damon: Exactly. It wouldn't work. Human-you chose Stefan.
Elena: Why are you acting like this?
Damon: Just admit what you really want, Elena.
Elena: What do you want me to say, Damon? You want me to say that I'm never gonna be 100% okay with being a vampire for the rest of eternity? Fine. But I'm okay with that, because then that means I get to be with you forever, and just the thought of that is good enough for me. Why isn't it good enough for you?

(Damon's cell phone vibrates, and he pulls it form his pocket. The caller ID reads "Lily")

Damon: Oh, good. Mommy Dearest.
Elena: I'll let you take that.

(She leaves)

Bed & Breakfast, Grove Hill/Salvatore Boarding House

(Lily sits in a chair by the window of the boarding house while she talks to Damon on the phone. Her voice is calm, but deadly serious)

Lily: Where have you been?
Damon: What are you...My mother?
Lilly: Is it with you?
Damon: Is what with me?
Lily: The Ascendant. It's not where I left it, and I very much doubt the housekeeper took it.
Damon: Maybe you misplaced it.
Lily: It is the only thing that can get my people back. I did not misplace it.
Damon: Well, I don't have it, so start pulling up pillow cushions.
Lily: (becomes more intense) You have not heard me, son. I need it back.
Damon: It's really not a priority on my list of problems right now, Mother.
Lily: Find it, or rest assured, I can just as easily destroy something of great significance to you.

(She opens the lid to a small box containing the cure and looks at it)

Lily: Tucked inside a shoe box. (Damon immediately realizes what she is referring to and panics) Clearly you've learned the art of hiding from your mother.
Damon: You wouldn't do that.
Lily: (threateningly) Bring me the Ascendant, or I wish crush the cure to vampirism with my own hand.

(At the B & B, Stefan and Caroline are still locked in their room. Stefan sits on the side of the bed, looking through the crime files, while Caroline lays on the bed and groans)

Caroline: Ugh. It's like a million degrees in here.
Stefan: Tell me about it.

(He closes the file)

Caroline: (sits up) He speaks. You were so quiet earlier when I was tearing into Elena. I was scared you were feeling sad for her.

(She stands up before sitting down beside him)

Stefan: No. It was just hard to get a word in, that's all.

(Caroline strips off her jacket and sighs in relief)

Caroline: Ohh. Much better. I highly recommend it.

(She tosses her jacket at him, and Stefan laughs)

Stefan: I'm good. Thank you.
Caroline: Are you sure? Because I can give you a hand if you want.

(She stands in front of him and tries to remove his jacket, but Stefan grabs her wrists and stops her)

Stefan: I said I'm good.
Caroline: (angrily) I heard you. You know what else I hear?

(She leans forward toward him, and Stefan looks uncomfortable)

Caroline: Your heart. And it's racing. (She moves in closer to him as though she's about to kiss him and whispers) Am I making you nervous?

(Stefan looks even more uncomfortable as he pulls away from her, which seems to confirm her suspicions)

Stefan: Caroline...
Caroline: (angrily) When did you flip it back?
Stefan: (tries to cover up his panic) Heh. What are you talking about?
Caroline: Your humanity's been back on this whole time, hasn't it? Damon and Elena knew where to find us because you told them, and that's why they were only picking on me.
Stefan: (tries to play it cool) You must be having heatstroke.
Caroline: How dumb do you think I am, Stefan? A few days ago, you tore my clothes off. Now you don't even want to kiss me? What's wrong, hmm? What, you don't want to take advantage of me? You don't want to ruin our nonexistent relationship?

(She seductively wraps her jacket around his neck)

Stefan: Please. Stop.
Caroline: Relax, Stefan. I don't really feel like kissing anymore.

(She then quickly yanks on the sleeves of her jacket, twisting it so that it snaps his neck. Stefan grunts in pain before he falls unconscious onto the bed. Caroline sighs and smiles before she walks toward the door. She summons up all the strength she has and starts violently kicking the door, which, like the windows, is reinforced with iron bars. On the third try, she kicks the door right off the hinges and walk through the threshold and down the hall).

Whitmore Dorm Room

(Bonnie sits on the floor surrounded by a circle of lit white candles as she chants a spell. The Ascendant is in the middle surrounded by a thick layer of salt.

Bonnie: Incendia. Phesmatos de strutos avox addellum.

(She senses Damon and sighs in frustration)

Bonnie: Do not take another step.

(Damon looks unhappy to have to do this to Bonnie again, but he's desperate as he slowly takes another step toward her)

Damon: You don't know what you're doing, Bonnie.
Bonnie: (turns toward him) I know exactly what I'm doing. I'm protecting myself. (She stands up and faces him) For the first time, I'm putting me first.
Damon: Look. I'm all about girl power, but just give me the damn Ascendant, and I promise you, Kai will not get out.
Bonnie: Oh. You promise me? Is that supposed to mean something? This isn't about Kai anymore. The people that that this would free are a million times stronger than him and us, and don't get me started on the fun they would have with a newly-human Elena.
Damon: (sighs) My mom has the cure, Bonnie.
Bonnie: What are you talking about?
Damon: If I don't bring her that, she's gonna destroy it.
Bonnie: So your own mother is leveraging you? Guess the apple doesn't fall far from the tree. (She begins to chant again) Phesmatos de strutos avox addellum.

(The circle around the Ascendant catches fire)

Damon: Stop! (He vamp-speeds toward her, putting her in a choke hold, but she uses her magical strength to throw him off her before she magically puts the fire out. They both gasp for breath as Bonnie points at the Ascendant on the floor)
Bonnie: If I hand this over to you, I am sacrificing myself. Again. I'm risking my life, again. I could end up dead, again!
Damon: You don't want to push me, Bon-Bon.
Bonnie: (exasperated) What do you want? For Elena to have a human life, to be happy, to grow old without you? If that's what you really wanted, you would have given her the cure by now. Am I wrong?

(Damon, knowing that Bonnie is right, remains silent)

Bonnie: (aggravated) I said, "Am I wrong?" I know you, Damon. I spent four months with you, day in and day out. We went to hell and back again-- literally-- and you're more scared now than I have ever seen you before. It's not about what happens if you don't give Elena the cure. You're scared about what happens if you do.

(She picks up the Ascendant and holds it out to him)

Bonnie: If you think you can handle it-- free a bunch of people who will want to kill me and anyone else who tries to stand in their way-- then you can spend the next 70 years watching Elena grow old and die. If that's what you want, take it.

(Damon stares as the Ascendant, both scared and angry. After a long moment, Damon walks away without taking the Ascendant, and Bonnie seems only mildly impressed before she turns back to her spell)

Dark Road, Night

(Caroline is driving a car down a dark, quiet road, when a police cruiser turns on their lights and siren behind her. She smiles gleefully)

Caroline: Oh, thank God. Snack time.

(Caroline pulls over and waits as the officer gets out of the cruiser with gun and flashlight in hand as they approach the car. The cop points the gun directly at Caroline as she approaches the window. Caroline turns with a smile at first but it disappears to complete shock when she sees her mother is the officer who has pulled her over. Liz looks at her angrily)

Liz: Step out of the car.
Caroline: (whispers) Mom, what are you...
Liz: (cuts) I said get out of the car.

(Caroline gets out of the car, and goes toward her mother, but Liz immediately turns her around and pushes her roughly against her own car)

Liz: (furiously) You're under arrest for the murders of Chris Benton, Jason Hughes...
Caroline: Mom, it's me. It's Caroline.
Liz: I'm afraid you're mistaken. My daughter's kind, compassionate. She looks after those in need.
Caroline: (shakes her head desperately) You're not real. You can't be real.
Liz: I raised my daughter to be a good person.
Caroline: Stop! (Caroline turns around) I know what you're doing.
Liz: And she knows how hurt I would be to see her this way.
Caroline: Shut up! Stop! You can't be here.
Liz: You are not my daughter!
Caroline: I know what you're doing to me, Stefan. My mom died. She's dead. This isn't real.

(She grabs Liz by the neck and chokes her)

Bed & Breakfast, Grove Hill

(Caroline gasps awake in bed to find that Stefan is sitting above her)

Stefan: It's working. The pain you're feeling, let it in.

Caroline: (furiously) Starve me, bleed me out, put visions in my head? (She gets up) That was your plan all along?

Stefan: (sternly) You need to come back now, Caroline.
Caroline: Just get away from me.
Stefan: I want to show you something. Just take my hand.

(He reaches his hand out so Caroline can grab it)

Caroline: Ugh! (She pulls a piece of the shutter off the window and points it at Stefan) I said get away from me.
Stefan: I can help you if you let me. Just please, take my hand. Please, Caroline.

(She sighs, lowering the stake and reaching out as though she's going to take his hand. He nods reassuringly, and she smiles before she quickly jams the broken shutter in his stomach. He groans and sputters in pain)

Caroline: I don't want your help, Stefan. I just want you to die. Your heart's racing again, Stefan. Let me fix that.

(She stabs him again, and Stefan yelps)  

Stefan: Agh! Caroline, please stop.

(He grabs hold of Caroline's hand, which is wrapped around the makeshift stake, and uses his vampire telepathy to show her a memory. When she starts to see the memory, she stops what she's doing) 

Stefan's Memory/Present Day

(Stefan is inside the Forbes' living room at some point between the events of The Day I Tried To Live and Stay. He looks down at an envelope sitting on the table-- the same envelope that Caroline had him burn earlier in the episode. Liz Forbes comes down the stairs with a sewing kit in hand)

Liz: Okay. Needle and thread, as requested. Do I want to know why you suddenly decided to take up sewing?
Stefan: (laughs) Well, Caroline and I spent the entire day digging in the woods to find a teddy bear, and now she wants to repair it. She's very task-oriented.
Liz: (chuckles) Yes, I'm aware.

(She hands him the box, and the memory fades out. In the present, Caroline looks confused and horrified)

Caroline: (gasps in shock) What the hell is this?
Stefan: (gasps in pain) It...It's a memory, a real one.

(The memory drifts back in, and in the memory, Stefan takes the sewing kit from Liz.

Stefan: Thank you. You, uh, should have seen the look on Caroline's face when that bear fell apart.
Liz: You're a good friend to her, Stefan. I hope someday you'll be more than that. (She pauses when she sees Stefan's shocked face, and she smiles) I'm dying. I'm allowed to be blunt. It's a time-saver.
Stefan: Well, I don't think the timing is right for me and Caroline right now, with everything going on.
Liz: (laughs) Oh, blame me, why don't you?
Stefan: No, I just mean if I'm gonna start something with Caroline, I want it to be perfect... No loss, no pain, no grief.
Liz: You might be waiting a while.
Stefan: I'm a patient guy. (He turns to the envelope on the table) Hey. Do you want me to mail that out for you?
Liz: Oh. No, thanks. I'm still working on it. (She picks it up) I'll mail it out tomorrow. I have an idea of what I want to say. It's just... I guess I want it to be perfect, too.
Stefan: You're a good mom.
Liz: I hope so.

(The memory fades away, and they both return to the present, where Stefan is starting to desiccate from the small part of the stake that is rubbing against his heart. Caroline quickly realizes what is happening and pulls the stake out, allowing the darkened veins to fade away. Stefan gasps in relief, and Caroline steps away from him, looking emotional)

Caroline: I want to see the rest. (Stefan gasps as he recovers from his staking, and Caroline impatiently and forcefully grabs his arm to see the rest) Let me see her!

(The memory fades back in. Stefan is on the porch of the Forbes house, and he smiles as he walks away. Liz smiles back at him and closes the door, just as Caroline rushes up the porch steps to see her mother)

Caroline: Wait, wait. Mom! Mom! It's me! It's Caroline. (She emotionally knocks on the door) Just come outside. I want to talk to you.

(Her mom walks away, unable to see or hear her, and since Stefan had left, there was no more of the memory for Caroline to see)

Caroline: (desperately) I want to read your letter! Please. Mommy! (She continues frantically Knocking on the door) Mom, please. Come back. (She cries and turns around to find Stefan) Make her come back!

(In the present day, Caroline is pleading with Stefan, who looks at her sadly)

Stefan: ...I can't.
Caroline: (starts to cry) No. Just show me the vision again, okay? I... I want to see my mom, Stefan. I... I need to know what she said in that letter.
Stefan: I already gave you the letter.

(Caroline realizes what she did and frantically rushes over to the ashtray, only to find that the letter has been completely burned)

Caroline: No. No. No! (She starts to sob) What do you think she wanted to tell me?
Stefan: Whatever it was, it's gone.
Caroline: No. I did this. This is all my fault. (She drops onto her knees on the floor) No. I tried to kill you, and then I made you turn it off, and then we... Oh, my God.

(She becomes overwhelmed with emotion, and Stefan looks at her sadly and tries to console her)

Stefan: It's okay, Caroline. It's okay.
Caroline: I'm so sorry, Stefan. I ruined everything. I ruined everything.

Salvatore Boarding House

(Lily stands in front of the fireplace, where she is holding the box containing the cure in one hand and a fireplace poker in the other while she stokes the crackling fire. After a moment, the door opens, and Damon enters the room)

Lily: Tell me you have the Ascendant.
Damon: I can't, because I don't.
Lily: Then you understand what's going to happen next.
Damon: Oh, it will just be like old times. I screw up, and you punish me for it.

(Lily drops the box with the cure into the fire, and Damon, surprised, walks toward her with wide eyes)

Lily: Some things never change. Spare me your indignation. We both know I did you a favor. That sense of relief you feel right now, that's the realization that Elena will never leave you.

(Elena enters the kitchen and removes her jacket, only to see the table covered with red rose petals and lit white candles. A jewelry box is mounted in the center of the table. She pauses, drops her keys on the table and gasps)

Lily: You made her choice for her. There's no harm in that. As long as you're happy, she never needs to know.

(Elena picks up the box with a shaky hand and opens it, truly surprised to see what is inside. She gasps with surprise and excitement when she sees the cure is in the box. Meanwhile, in the living room, Lily turns back to the fire and uses the poker to open the box, revealing that the cure isn't inside it)

Lily: Although, wait a minute... Making Elena yours forever, that's exactly what you want. That wouldn't be a punishment at all.

(Elena rushes into the room with the box in her hand)

Elena: Damon! Damon, is this...

(Lily turns toward her and answers for him)

Lily: The cure to vampirism. I left it out for you to find since Damon was never going to offer it to you.
Elena: (hurt and confused) Is that true?
Damon: Elena, I can explain.
Lily: Looks like you two have a lot to talk about.

(She leaves the room)

Bed & Breakfast, Grove Hill

(Stefan is in the hallway, where he's finishing off a blood bag. After a moment, Alaric approaches him)

Stefan: Ahh.

(He gulps down the last of the blood)

Alaric: How is she? (Stefan stands up, looking as though he's desperate to leave) What are you doing?
Stefan: I am going home for a shower and a stiff drink.
Alaric: (confused) What about Caroline
Stefan: She doesn't want to see me.
Alaric: (concerned) Stefan, every emotion she's been pushing away just came racing back at a 100 miles an hour.
Stefan: Yeah, I don't need a lesson on how the humanity-switch works, Ric. Trust me. She doesn't want to see me.

**Music Playing**

(Jo joins them and squeezes Alaric's hand)

Jo: Maybe you should let Caroline decide what she needs.

(They leave, and Stefan sighs in fear)

(In their former jail cell, Caroline sits on the bed, where she's looking at all of the police files and photos regarding the people she killed over the past few days. She sighs defeatedly, visibly overwhelmed with emotions about the acts she's committed. She closes the files and stands to her feet as she returns to the ashtray, still full of the ashes of the letter she never got to read. She starts to cry again. Stefan hesitates before entering the room to see her)

Stefan: Hey...
Caroline: Hey.
Stefan: Caroline...
Caroline: (whispers) Don't... Don't.
Stefan: You okay?
Caroline: How can I be okay after everything that I ruined? (Stefan looks at her sadly, not knowing what to say) Just don't worry about me. I'm not gonna turn it off again, but you... And... Us... This... I just really need to get out of here.

(She walks past him quickly, and he turns to watch her go)

Dark Street, Night

(Enzo drives his car up the road and pulls over, turning off the ignition before he steps out. He shoves his hands in his pockets and approaches Lily, who is standing with her back facing him, holding a handkerchief in her hand and staring ahead with dead, emotionless eyes)

Lily: You came.
Enzo: In 1903, I was sick. My own family had abandoned me, and you took me under your wing and rescued me from death. As it turns out, loyalty is important to me, too.
Lily: (whispers) They make cars so quiet now. One hardly hears them coming. (Enzo listens to her speak, but is clearly confused as to where her story is going) I was out for a walk to clear my head.

(A memory drifts in-- Lily is walking across the same road she stands on now, when headlights approach her. The car comes to a quick halt before it can hit her, its tires screeching to a stop as the driver honks its horn. Lily turns toward the car and gives a hand gesture to apologize)

Lily: (voiceover) I apologized, of course, but I'd given the driver quite a shock by walking in front of his car.

(In flashback, she approaches the driver's side window to apologize to the man)

Lily: His heart was beating like a drum. I could see the pulse in his neck, and in that moment, I forgot all my troubles. I felt no pain, no despair, no loneliness.

(The memory fades out, and Lily stands on the street as a tear slips from her eye. Enzo walks around her until he's facing her, where he finds that her handkerchief is covered in blood, as well as her neck and clothes.Enzo is shocked)

Lily: I fear it got the best of me.

(The memory drifts in, Lilly vamps out and attacks the driver, killing him. As the memory fades, she looks over to the car next to her, where the driver is still fastened in his seat belt. Enzo looks in the window to see that the driver is headless, the head in the drivers lap, and the windshield splattered in blood)

Lily: What have I done? (She cries openly) What have I done?!

(Enzo, looking worried, hugs her tightly and speaks to her soothingly as she cries)

Enzo: It's okay. You're okay.

(Lilly cries harder)

Salvatore Boarding House

**Music Playing**

(Elena sits by the fire holding the cure in her hand. Damon comes up behind her)

Elena: So that whole five-years-from-now game, and all that talk about our future?
Damon: (awkwardly) Not so subtle in hindsight, was it?
Elena: (turns to him) I mean, I get it, but if I take this, everything changes. I just never thought I would see it again.
Damon: That makes two of us. My mother threatened to destroy that today... And I didn't stop her.
Elena: Why not?
Damon: (walks toward her) Because your fantasy of five-years-from-now scared the hell out of me. I panicked.
Elena: Damon, it was just a stupid game.
Damon: All I see in five years from now is you. You see your entire future, and I want you to have that. I want you to live in a big city and be a surgeon and have a family.
Elena: (confused) Then why would you keep it a secret from me for so many days and then try to have it destroyed?
Damon: Because I'm an idiot and I'm selfish and I'm so in love with you and I don't want to lose you.
Elena: It's just... It's just too complicated. We're gonna give it to somebody else. Bonnie's mom, or Caroline.
Damon: (makes an awkward face) ...Already tried to pawn it off.
Elena: Fine. Then, I'm sure there's a long list of vampires who would give anything for a do-over.
Damon: You're gonna take the cure, Elena.
Elena: Well, I don't want it, Damon. (He takes her hands) I don't want to live without you either.
Damon: You're gonna take the cure, Elena, and I'm gonna take it with you.
Elena: (shocked) What?!
Damon: (determined) I don't want to face my future without you. I'll become human, too.

(Elena looks at him speechlessly)

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