What Lies Beneath is the twentieth episode of the fifth season of The Vampire Diaries and the one hundred ninth episode of the series overall.


The Vampire Diaries - What Lies Beneath Trailer

The Vampire Diaries - What Lies Beneath Trailer


A CABIN IN THE WOODS — When Tyler turns up at the Salvatore house with the news that Markos’ plan to break the witches’ curse puts Stefan and Elena in imminent danger, Damon suggests they hide out in the remote cabin once owned by Caroline’s father. Once there, it becomes obvious to Caroline that Stefan and Elena are keeping a secret, so Damon comes up with a parlor game designed to expose the truth. A ghostly presence at the cabin uses violence and fire to make itself known. Meanwhile, Matt takes charge of Tyler’s plan to get information from one of the Travelers and Bonnie continues to keep the truth about the Other Side from Jeremy, despite warnings from Grams.



Main Cast

Special Guest Star

Recurring Cast




  • Antagonists: Enzo and the Travelers.
  • All of the main cast is present in this episode.
    • This is the seventh episode this season to feature all eight cast members.
  • This episode takes place the day after the events of Man on Fire.
  • Matt and Jeremy torture Julian (in Tyler's body) for information on the Travelers (i.e. Markos' location) by chaining him up and force-feeding him with water mixed with vervain and wolfsbane. This is essentially what Dean and Sam from Supernatural do whenever they want to coerce a supernatural entity.
  • Julian now has total control over Tyler's body, as Markos forced Maria to cast the spell to make Julian's Passenger status permanent..
    • It was thought to be unlikely that Tyler would regain control of his body now that the Traveler's Blade has been destroyed, but once Julian was killed by Markos when he threw him into the anti-magic force field, Tyler's spirit was free, allowing him to be resurrected by Bonnie and Liv in Home. However, because the anti-magic spell removed his vampirism and his activated lycanthropy, he was resurrected as an untriggered werewolf.
  • Tyler is now the second main character, after Elena, to have a Passenger be given permanent control of their body. 
  • First time a ship name in The Vampire Diaries and The Originals universe has been mentioned on screen. "Stelena" was said by Caroline.
  • Enzo and Sheila, who are both ghosts on the Other Side, are shown to be able to touch objects and otherwise physically interact with the living world in this episode. It is revealed that this is another side effect of the Other Side being disintegrated by the Travelers' spell using the mixed doppelgänger blood they took from Stefan and Elena.
  • Damon kisses Elena at the end of the episode, telling her that he needed it because he had a crappy day. She repeats these same words back to Damon after kissing him in Promised Land.
  • Elena doesn't seem to notice that Caroline appears jealous of her spending time with Stefan as they search for Luke, though Katherine was able to pick up on it in Total Eclipse of the Heart.
  • The Travelers capture both Elena and Stefan at the end of the episode.
  • A new character, Maria, is introduced in this episode. She's Julian's wife.
  • This is the fifth episode of the fourth chapter of Season Five, The Travelers Chapter, (While You Were Sleeping to Home.)


  • Despite being killed by Stefan in Man on Fire, Enzo appears in this episode.
  • Liv is mentioned in this episode by Damon and Luke. She was last seen in Man on Fire.
  • This episode marks the first appearance of Maria.
  • Bill Forbes is referenced in this episode; the cabin he formerly owned is used as a hideout for Elena and Stefan so the Travelers can't use them to break the Travelers' Curse.
  • Elena learns from Stefan that it was Damon who brought her back to her room in Man on Fire, as she had awoken alone in her dorm room with no idea how she got there.
  • Caroline and Sheila Bennett were last seen in Resident Evil.
  • Stefan suggests Enzo may have found a witch to do some kind of cloaking spell when Luke can't find him with a locator spell.
  • Luke explains to Damon that Liv wasn't with him because she was tired of nearly being murdered.
    • She was first nearly killed by Damon in Rescue Me, then again by Elena in While You Were Sleeping, and again by Enzo in Man on FireShe would later have her life threatened once again in Home, though it ended up being her brother that was truly killed to motivate Liv into doing the spell to resurrect the dead members of the Mystic Falls Gang before the Other Side was destroyed.
  • While playing "Never Have I Ever" at the cabin, Stefan says, "Never have I ever had a ghost burn me alive." He is referencing the events of Season Three's Smells Like Teen Spirit, when Vicki tried to burn Elena alive in Alaric's car just after they had weakened Stefan with vervain and thrown him in the trunk. They were both saved by Alaric, who was outside of the car during the fire.


Behind the Scenes

  • This episode had about 1.84 million viewers in USA, which was 0.03 million more than the previous episode.
  • Hashtag during the airing is #TruthOrScare

Cultural References


Stefan: (to Damon) "A couple of ancient wannabe-witches wanna drain us of our blood."

Damon: "You and I and our ex-girlfriend are gonna go on a secret trip."
Stefan: "Sound's great."

Damon: (upon arriving at the cabin) "Cozy."

Damon: "I'm supposed to be avoiding you."
Elena: "Is that still what you want?"

Markos: (to the rest of the Travelers) "Find me the doppelgängers."

Damon: "Do you hear that?"

Luke: (chanting spell) Permisso laca tha tar. Permisso laca tha tar.
(Damon throws an ice cube at him)
Luke: "That's not helping."
Damon: "Well, you've been failing now for an hour, Wonder-Twin. So, at this point, I can't imagine it's hurting."
Stefan: "Damon, I know you're out of friends, but, uh... I'm not sure this guy's the best replacement."
Damon: "I don't think this guy's be the best anything if his locator spell skills are any indication." (to Luke) "Yo! Where's your sister?"
Luke: "She's tired of being almost murdered. Look. I can find any person anywhere on the planet, okay? There's just something weird with your friend Enzo. I can't get a read."
Stefan: "Enzo? Didn't he, uh, go to Cape Horn?"
Damon: "He flipped his humanity switch. There should have been a body count all the way to the airport."
Stefan: "Well, why are you looking for him?"
Damon: "Gee. I don't know, Stefan. Vampire with no humanity who wants me dead for killing his girl. Hmm."
Stefan: "Well, maybe he hired a witch to block whatever Luke's doing. Is that possible?"
Luke: "A cloaking spell? I guess."
Stefan: "That would mean that he doesn't want to be found, so, uh, why don't you just drop it?"



Last.fm_play.png "River" – Together Pangea
Last.fm_play.png "Turn It Around" – Lucius
Last.fm_play.png "Chemical" – Kerli




See also

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