Meanwhile, Damon feeds on all of Vicki's friends at the graveyard. He throws their bodies in the fire. He takes a boy's phone, calls Stefan and demands the return of his ring. Stefan tells Damon he gave the ring to Zack to hide. Stefan threatens to hurt Elena if he doesn't get his ring back. Damon is about to toss Vicki in the fire, but sees she is still alive. Stefan waits outside Elena's window just in case Damon arrives.

The next morning, Elena meets Stefan at a cafe. Stefan tells Elena he will explain everything she wants. She asks about garlic, crucifixes, and holy water and he says they don't affect him. Stefan says there are currently no other vampires in Mystic Falls except him and Damon. He explains there was a time when the town was aware of their existence. Stefan asks her to give him some time before she decides to tell everyone his secret.

Sheriff Forbes and Logan examine the bodies at the cemetery and figure their deaths were caused by vampires. They agree to put out a report that the attack was a result of a drug deal gone bad. Logan says he has the Gilbert watch. They find Vicki's purse and wonder if she has turned.

Damon tends to Vicki's wounds at the mansion. He bites himself on the wrist and feeds her his blood. At first she fights, but later she enjoys it.

Stefan has Elena drive them to the middle of the woods. He explains he used to live there. She sees crumbled walls and wonders how long he has lived. He says he has been 17 since 1864. He says Damon and him were born there.

The show jumps back to 1864. Damon and Stefan play out in front. Katherine arrives and asks them if she can join them. She takes their ball and runs off.

In the present, Stefan tells Elena that Damon wanted her to think he is still heartbroken.

The show jumps back. Damon returns from the war. Katherine asks which one of them wants to take her to the Founder's Ball. She says she doesn't know who to choose.

Back in the present, Elena realizes Stefan signed the registry for the very first Founder's Ball. Stefan says Damon wants to get even with him. At the Salvatore mansion, Vicki comes down after her shower. Damon tells her what happened. Vicki asks him for another hit of his blood. He says he will let her feed, but only if he can take some of hers. They begin to feed on each other.

The show jumps back. Stefan and Katherine make love. He tells her he will love her forever. She turns into a vampire and bites him in the neck. The next morning, Stefan wakes up and finds a wound on his neck. He tells Katherine her face looks like a demon. She commands him not to tell anyone her secret. Katherine says she has plans for him and Damon.