|“||We have to take these moments, Elena. What Katherine did to Caroline could just be the beginning and there are things with Tyler's family that we don't even understand yet and there's always the "D" word but I came back to this town to start a life with you. We can't forget to live it.||”|
— Stefan to Elena
THE CARNIVAL FROM HELL — 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.
- Antagonists: Damon Salvatore and Caroline Forbes.
- This is the first episode since History Repeating, to feature Damon as the Main Antagonist.
- This is the only episode in Season Two to feature Damon as the antagonist. He would not return to this role until Season Three's Disturbing Behavior.
- This is the first episode to feature Caroline as the Antagonist. She would not return to this role until The Downward Spiral.
- This episode is Caroline-centric.
- Caroline becomes the second female main character to turn into a vampire, after Vicki in Season One.
- Caroline uses compulsion for the first time in the series in this episode and also makes her first kill as a vampire when she loses control of her newborn-vampire bloodlust and feeds on Carter, a carnival worker.
- Bonnie blames Damon for Caroline becoming a vampire and Carter's subsequent death as a result and tries to kill him, but Elena stops her.
- Elena keeps both Caroline and Damon from being killed; Caroline by Damon, and Damon by Bonnie.
- This is the second time Elena saves Damon's life in the series. The first time was in Season One's Bloodlines.
- It is never explained how Caroline got invited into her own house without Liz getting suspicious. It is also shown that, at some point, Stefan had been invited in.
- Stefan jokes about the Lockwood family being werewolves in this episode. It is later confirmed that they do, in fact, belong to a werewolf bloodline.
- Mystic Falls, Virginia
- Caroline awakens in transition at the beginning of this episode. She was given vampire blood by Damon at the beginning of The Return, and was then smothered to death by Katherine with Damon's blood still in her system at the end of the same episode.
- Vicki Donovan is mentioned by Damon as an example of why Caroline will not survive as a vampire. Vicki was last seen in Haunted.
- This episode marks the first hints that the Lockwood family are werewolves when Stefan notices Mason's heightened strength in an arm-wrestling match. It is later demonstrated again when Mason intervenes in a fight between the compelled Carter and Tyler and is shown to use Lycanthrope Enhancement, which caused his eyes to turn black and gold.
- Stefan even jokes with Damon that the Lockwood could be ninja turtles, zombies, or even werewolves - which the latter would be proven true.
- When Stefan arm wrestles Mason and loses, he and Damon discuss Mason's strength, and Stefan jokes that Mason and Tyler could be Ninja Turtles. This is a reference to the 1980s franchise Teenage Mutant Ninja Turtles, which featured a band of humanoid turtles who fought crime.
- Brave New World is a novel by Aldous Huxley, first published in 1932. The title is derived from Shakespeare's play, The Tempest.
- Team Jacob refers to Jacob, a character in Stephenie Meyer's Twilight Saga, a series that is also about vampires and werewolves.
- Bart and Homer are characters in The Simpsons.
Behind the Scenes
- This episode had about 3.04 million viewers in the USA, which was 0.31 million less than the previous episode.
- The series finale of NBC's TV show Heroes shared the same name. It also involved a carnival.
- Katherine, Jenna and Alaric do not appear in this episode.
- Mason meets Stefan for the first time in this episode.
- The nurse from The Night of the Comet returns in this episode. She is not seen again until Season Four's Bring It On.
- Elena: (to Bonnie) "I'm human, and I have to do human stuff, otherwise I'll go crazy."
- Bonnie: (to Elena) "We have to make Caroline proud, or she will kill us."
- Jeremy: (to Stefan) "I was killed by a vampire and brought back by a magic ring. How do you move forward from that?"
- Mason: (to Tyler about his rage blackouts) "Is there a pattern? Like, once a month, only at night?"
- Damon: "Aren't you worried that one day all the forest animals are gonna band together and fight back? I mean, surely they do talk."
- Stefan: "I'm just happy that's a, um, a blood bag and not a sorority girl supplying your dinner."
- Bonnie: (to Elena) "The ring-toss is out of Bart and Homer dolls and "Team Jacob" tees."
- Stefan: "Maybe they're Ninja Turtles?"
- Damon: "You're not funny."
- Stefan: "Or, no—- zombies. Werewolves."
- Damon: "No comedic timing at all."
- Damon: (to Stefan and Elena) "Need I remind you of a tragic little story of a girl named Vicki Donovan? Caroline of all people will not make it as a vampire. Her mother's a vampire hunter. Guys, come on, we all know how this story ends, so let's just flip to the last chapter, and..."
- Elena: (to Stefan) "Nothing about my life is normal. My best friend is a witch, my boyfriend's a vampire, and I have a doppelgänger who's hell-bent on destroying all of us."
- Damon: (to Jeremy) "My father hated vampires, too. Same reason your dad did. Only it was 1864-- people knew how to whittle."