IAN SOMERHALDER MAKES HIS DIRECTORIAL DEBUT — After shutting off her humanity following the death of her mother, Caroline gives her friends an unexpected ultimatum. Not knowing how to handle the new Caroline, Stefan's attempt to intervene sets off a dangerous chain of events, leaving him and Elena in a race against the clock. Meanwhile, after seeking answers from Kai about the prison world, Damon's world is turned upside when he learns some devastating news about his mother Lily. Elsewhere, Enzo finds himself becoming increasingly intrigued by Sarah, and Bonnie begins to struggle with the effects of being back in the real world.
Caroline gets good and drunk at the bar after her mom's funeral. With her humanity off, she's more concerned about her sore feet than her mom's death. She runs into Liam, Elena's old crush, and propositions him. Outside mid-make-out, Caroline's vampire side takes over and she attacks.
Meanwhile, Elena and Stefan take stock of what Caroline has left behind. Her house and dorm room have been completely cleaned out. When Elena gets off the phone, she is stunned when she turns around and sees Bonnie standing there, back from Prison World.
Elsewhere, Damon furious digs up his mother's coffin, to see if she's in there, while Kai makes unhelpful snide remarks. Damon turned to Kai for input on Prison Worlds, even though he says he's sure his mother died of comsumption. Then he opens the coffin -- it's empty. "Congratulations, everything you know of your mother is wrong," Kai gloats.
Enzo lets Sarah take pictures of him from a distance, pretending not to notice but putting on a vampire show for her to stoke her curiosity after he ran over than saved Matt.
In the Whitmore dorm, Bonnie and Elena toast Bonnie's return. She asks Elena not to tell Jeremy she's back yet. They're surprised when Caroline strolls in with shopping bags. She doesn't even register Bonnie at first, and then is not excited when she notices. She announces she fed on Liam, but the voice in her head that usually tells her to stop never piped up. But she stopped because she didn't want to deal with hiding his body.
She tells Elena and Caroline that she wants one year with no one trying to turn her humanity back on by any means, and in return, she won't kill anyone. And if not, she'll become their worst nightmare.
Stefan calls Damon from Whitmore, blaming himself for Caroline turning off her humanity.
Making himself at home in the Salvatore house, Kai needles Damon for not telling Stefan their mother is locked in a 1903 prison world and therefore a psychopath. Damon wants his help getting the 1903 ascendant and sending Damon to the prison world, in return Kai, with his newfound Luke emotions, wants to see Bonnie and apologize to her.
Sarah tries to get answers from Enzo about what he is. When he tells her he's a vampire, Sarah is unimpressed. "I thought there'd be more to it," she says. Caroline sees them and doesn't care what Enzo is up to with Sarah. She invites him to Whitmore's warehouse party tonight.
Stefan finds Liam at the hospital and compares him for answers. All he knows is he made out with Caroline. He mentions the warehouse party to Stefan, who calls Elena.
Later that night, Elena and Bonnie arrive at the rave and split up to look for Caroline. Elena finds her draped around a young man, who she threatens to bite to toy with Elena. Bonnie has to fend off a handsy man on the dance floor and finally uses magic to singe his hands.
Stefan and Elena talk about what to do with Caroline. Elena points out she hasn't killed anyone yet and just restocked the blood bags in her fridge. She thinks Caroline might be able to manage having no humanity, but guilt-wracked Stefan isn't so sure. He has a plan.
Stefan brings rage girl Caroline a shot at the bar.
Damon calls Bonnie and she's happy for the friendly voice. He explains about Kai post Luke-merge: "He went from a sociopathic caterpillar to a slightly less evil butterfly."
Bonnie doesn't buy it and asks him never to bring up Kai again. Damon bites his tongue.
When he breaks the news to Kai, Kai taunts him with info about his mother. Lily was captured on a dock in New York City in 1903, on her way from Europe. That's all Kai will spill until Bonnie agrees to meet with him.
Back at the rave, Stefan admits to Caroline that he feels guilty for being a jerk at her mom's funeral. He insists on telling her that he likes her and thinks her angry response is a sign that there's a chance. He promises to be there for her if she turns her humanity back on. Instead, she turns on him then goes off to find Liam. She asks how his surgery skills are. He points out that as second year pre-med, they're terrible. Caroline thinks that's perfect.
Outside, Enzo tells Caroline about Sarah's non-reaction to his vampire news. Caroline suggests that Stefan compelled her not to care to protect her.
Caroline comes on to Enzo as a guise to steal his phone, but he's not interested when she's not herself.
Back in the rave, Bonnie is overwhelmed and tries to find a quiet corner. Damon finds her and reveals that he brought Kai with him.
As Kai struggles to choke out an apology, Bonnie remembers all the times he tried to kill her. "If I see your face again, I will melt it off," she says, then storms out.
Stefan finds Elena and happily reports that "it worked" and he's Caroline's emotional trigger. He thinks if they lock her up he can push until he breaks through. But then he gets a call from Enzo's phone. It's Caroline. She reveals that not only does Enzo have Sarah's number in his phone, but she has just called her.
When Sarah joins Caroline at the empty diner, Caroline tells Stefan on the phone that she plans to kill Sarah.
Bonnie runs back to the Whitmore dorm to try to cool off. Damon finds her and tries to explain why he brought Kai to her. Instead, Bonnie turns on him, using magic to do to Damon all the things that Kai did to her, including shooting her in the stomach with an arrow and strangling her, then finally stabbing her.
As Damon struggles not to fall over, Bonnie tells him the worst part was that Kai left her alone. Damon tries to apologize, but she yells at him to get out.
Stefan and Elena arrive at the bar to find Caroline making margaritas. Liam is with Sarah on speaker phone -- practicing his surgical skills against his will.
Stefan apologizes for pushing her as Elena tries to convince Caroline she'll regret it. Caroline knows Stefan is the one person who can bring her back, so she tells Stefan that to save Sarah, all he has to do is turn his humanity off.
When he refuses, Caroline tells Liam to cut out Sarah's spleen. He starts cutting and Stefan and Elena can hear Sarah's screams. Stefan reminds Liam about the conversation they had earlier about honesty and asks where he is. Elena races for Whitmore medical.
Caroline ups the stakes, telling Liam to take out Sarah's heart. Stefan rushes Caroline and throws her through the air. As she's on the floor, she trips him, then grabs a nearby broken table leg and stakes him through the back.
Damon demands answers when Kai returns home. He says there are only two prison worlds -- his and Damon's mom, and she's better off staying there. When Damon attacks him, Kai announces that Damon's mom is a ripper. She turned in 1958, faked her death and went to Europe where she killed upwards of 3,000 people. She killed everyone on the ship back to New York and the scene was so gruesome, they had to burn the ship at the harbor.
Damon is livid and sick.
Back in her room, Bonnie leaves Jeremy a message saying she's not sure she's the same Bonnie he wants to be with. She wants to figure herself out, then come see him.
Elena arrives at Whitmore Medical and listens for Sarah. Down in the basement, Liam takes out a saw to cut open Sarah.
Over the phone, Caroline tells Liam to kill Sarah and call her. Elena calls Stefan's phone and reports she can't find them anywhere.
Stefan considers his options then tells Elena to be sure to bring him back. He turns off his humanity.
Then Elena finds Liam and Sarah. She's cut open, but still intact. Elena feeds Sarah her blood, then breaks Liam's wrists when his compulsion makes him want to take out Sarah's heart.
Elena calls Stefan, but he's already several margaritas of evil in.
- Antagonist: Caroline Forbes.
- The title refers to Caroline dealing with her mother's death with her humanity switch off.
- Damon digs up his mother's coffin to prove that she is dead but he finds it empty.
- Like his girlfriend Elena, he learns his mother isn't dead but a vampire as well.
- Elena is the fourth character to learn the secret of Sarah Nelson (Salvatore) from Stefan after Enzo, Matt and Caroline.
- Bonnie learns the following:
- Caroline has turned off her humanity because her mother Liz died.
- That Jeremy moved to Santa Fe for art school.
- Elena dated a premed student named Liam and then compelled any memory that they even dated..
- That Elena compelled away her memories of loving Damon.
- It's revealed that rave parties aren't the type of parties Elena likes to attend.
- Caroline gave her ultimatum in this episode, as long as the others do not push her to turn on her humanity for a year, she will not do any terrible things.
- Liam has been compelled at least three times in this episode:
- Twice by Caroline to forget her feeding on him and later to kill Sarah by surgery.
- Once by Stefan to see if he remembers Caroline feeding on him.
- Elena arrives in time at the Medical Center to save Sarah's life, before Liam can cut out her heart as ordered to do so by Caroline. She heals Sarah with her blood and is forced to break Liam's hands to keep him from trying to still remove Sarah's heart.
- Stefan turns off his humanity after Caroline blackmails him that she would kill Sarah, his great niece. She does this because Stefan is her emotional trigger.
- This marks the first time in the series to have two vampires with their humanities turned off in one episode.
- Lillian Salvatore, Stefan and Damon's mother, is discovered to be a vampire and a ripper, hence why she is trapped in a Prison World. According to Kai, she slaughtered and killed over 3,000 people after she was turned. The Gemini Coven found her and trapped her in the Prison World as a punishment for her crimes.
- This makes her the fifth parent and the fourth mother of another character turned into a vampire before their children were turned after Katherine, Pearl (Anna may've been turned at the same time) and Isobel.
- Mikael doesn't count as he was made into a vampire around the same time as his children.
- Bonnie is having difficulty readapting to the world, jumping at the sound of a champagne cork pop and using her magic to burn a man who tried to make out with her at the rave party. When Damon brings Kai to her so that he can apologize, she leaves in anger and later punishes Damon by inflicting the wounds she had suffered at Kai's hands in the prison world.
- Enzo thanks to Caroline realizes that Sarah has been compelled by Stefan to have no reaction when she learns about vampires.
- Kai confirms that there are only two prison worlds created by the Gemini Coven: his own in 1994 and Lily's in 1903.
- Continues the trend of not featuring Tyler in the 16th episode of each season so far.
- However, in Bring It On, Tyler did not appear but his voice was heard by a voice mail.
- Enzo & Sarah were last seen in Stay.
- Liam was last seen in Fade Into You.
- This episode marks the first time in the series that Stefan willingly turns off his humanity.
Behind the Scenes
- This episode marks Ian Somerhalder's directorial debut in The Vampire Diaries.
- There is a 3 weeks hiatus between this episode and the previous episode, Let Her Go.
- Caroline's hairstyle was inspired by Britney Spears ("Slave For You").
- "The Downward Spiral" is a song by Nine Inch Nails released March 8, 1994, on their album of the same name.
- This term describes a depressive state where the person experiencing the downward spiral is getting more and more depressed, perhaps due to causes unknown. It is called a downward spiral because there is no way to stop it, it's just going to get worse and worse... until the person crashes.