Caroline wakes up in her hospital bed, having just been smothered to death by Katherine. She asks a nurse for something to eat, but it’s late at night, so the nurse just sends her back to bed. Instead, Caroline follows the smell of something enticing – blood from another patient’s blood bag. She’s able to swipe it before the nurse sends her back to her room. Caroline takes a sip, and though she hates the taste, she finds herself wanting more. She drinks and officially becomes a vampire.
Mystic Falls High is throwing a carnival, and Elena and Bonnie are both organizing it and discussing Katherine. Bonnie’s stuck on how alike she and Elena look. Elena says it’s creepy and she can’t explain it, but right now she wants to focus on the carnival. Bonnie asks if she’s talked to Damon since he (temporarily) killed Jeremy. No, and Elena doesn’t want to talk about vampire stuff for a while, hint hint, stop it, Bonnie. She’s human, and she wants to focus on human stuff. Bonnie agrees that they should give the carnival their full attention, since Caroline will kill them if they don’t manage it to her standards. Bonnie wonders how Caroline is able to organize so many things all the time. “Well, because she’s not human, obviously,” Elena jokes.
Inside the school, Stefan gives Jeremy a new vervain bracelet so he can’t be compelled. They talk about how vervain is toxic to vampires, and how a wooden stake will kill one. Jeremy notes that Stefan must be pretty confident that Jeremy won’t kill him, since he’s revealing all his secrets. Stefan replies that if he thought his girlfriend’s brother wanted him dead, they would be having a very different conversation. Jeremy thinks Damon is the Salvatore brother who deserves to die anyway. Stefan advises Jeremy to forget about Damon and move forward, as if Jeremy can forget that a vampire tried to kill him.
Elena joins the conversation, and Jeremy takes off so he doesn’t have to hear more about his carnival responsibilities. Elena tells Stefan that she’d hoped the carnival would help Jeremy feel more normal. She’d like them to pretend that they’re normal teens in a world where vampires don’t exist. At some point during the carnival, she expects Stefan to ride the Ferris wheel with her and kiss her at the top. They will not be discussing Damon today. Stefan can’t just turn off his concerns, though. Katherine’s return has Damon teetering on the edge.
Damon’s currently at Lockwood Landing, talking to Carol about John’s attack. Liz has asked Damon to look into who was responsible. Carol is serving as interim mayor in the wake of Richard’s death, so she needs someone to run the Founder’s Council. She asks Damon to do it, and he says he would be honored to help keep Mystic Falls safe from vampires.
Mason and Tyler come home from a run, and Carol closes the door to the room where she and Damon are talking so Mason is kept out of their conversation. She repeats what Liz said about him – he’s not interested in the council. Damon uses his vamp hearing to eavesdrop on Mason and Tyler in the foyer. They’re talking about Tyler’s anger and aggression issues. He tells his uncle that he gets mad over nothing, and sometimes blacks out from his rage. Mason asks if there’s a pattern to when that happens. Tyler says that he just becomes something else.
Back at the hospital, Caroline discovers that sunlight burns her skin. Matt brings her breakfast, but she’s not interested in human food, and she also feels weird about kissing her boyfriend. Matt tells her that she’s being released from the hospital the next morning. Caroline insists on leaving tonight. He thinks she wants to go to the carnival to make sure it’s being run properly. He opens the curtains to let in more light, and Caroline zooms across the room to avoid it.
Stefan goes home, where Damon offers him some blood. He teases that one day, all the forest animals could team up and fight back to avenge the ones Stefan’s killed. Stefan’s relieved that Damon’s drinking from a blood bag and not a person. Damon’s amused that Stefan is treating him like he’s going to explode. He asks if Elena’s worried, too. He bets that Damon is all they talk about.
Stefan asks if Damon has heard from Katherine. Damon ignores him and brings up the Lockwoods – they must have some family secret, since they’re not vampires but Richard and Tyler were both affected by the Gilbert device. Stefan warns that they need to keep an eye out for Katherine and whatever she might pull next. Damon thinks she’s Stefan’s problem, since she declared her love for him. Damon will find something else to do, like explode.
Caroline starts to get dressed to leave the hospital, but she gets singed when she puts on the vervain necklace Elena gave her. She notices her face changing as she starts to vamp out for the first time. Then her fangs pop out, which distresses her. The nurse from the previous night comes to check on her, and Caroline accidentally compels her when she orders the nurse not to tell anyone. Realizing that she has a minion who will keep quiet, Caroline drinks from the nurse.
That night, the carnival gets underway and is quickly a big success. Bonnie tells Elena they’re running out of prizes, including Team Jacob T-shirts. Heh. They ask Carter, a guy from the rental company, to help them with some speakers. He thinks Bonnie’s pretty, so Elena sends the two of them off together.
Mason sneaks into Richard’s office at Lockwood Landing, looking for something. Tyler catches him, so Mason asks where they keep family heirlooms. He wants something his father once gave his mother and that may have been passed down to Richard. It’s a moonstone. Tyler isn’t familiar with it and advises Mason to ask Carol about it.
Damon makes an appearance at the carnival and starts chatting with Jeremy. Jeremy tries to stand up to him by threatening to reveal that Damon’s a vampire. Damon makes it clear that he doesn’t appreciate threats. Jeremy holds up his hand, showing that he’s wearing a Gilbert ring, which means Damon can’t hurt him. Damon grabs him in a chokehold and tells him not to act like he’s invincible when Damon can easily overpower him and pull off the ring.
Caroline leaves someone (Liz, I assume) a message reporting that her doctor has signed her out to leave now instead of the next morning. She’s bandaged the nurse’s neck and given her a cover story that she has a kinky husband. Caroline’s first priority is going to the carnival. She again accidentally uses compulsion to get the nurse to forget that Caroline bit her.
At the carnival, Stefan joins Damon, who’s watching Tyler take on carnival guests in arm wrestling. Damon thinks Tyler’s strength means he’s supernatural in some way, but Stefan points out that he’s a varsity athlete. Mason arrives and takes on Tyler, easily defeating him. Damon volunteers Stefan to face off against Mason. They’re pretty evenly matched, but Mason wins. Damon thinks Stefan wasn’t actually trying, but he says he was. That means somehow, Mason was stronger than a 162-year-old vampire.
They head to a quiet spot to talk about what the Lockwoods might be. “Maybe they’re, uh, ninja turtles,” Stefan suggests, amused. Or they could be zombies or werewolves. Damon’s annoyed that he’s not taking this seriously. He spots Carter nearby and formulates a plan: compel Carter to pick a fight with Tyler so they can see what happens when Tyler gets mad, and whether his “ambiguously supernatural mystery uncle” intervenes.
Damon ends up in an empty hallway, where Caroline finds him. “I remember,” she announces. She’s not happy with the ways Damon used and manipulated her. Damon laughs her off until he realizes she must have transitioned. Just like when Vicki turned, the memories Damon compelled Caroline to forget are returning now that she’s a vampire. Caroline gives him Katherine’s message, “game on,” then turns to leave. He grabs her arm to stop her, and she shoves him down the hallway. “You suck,” she tells him.
Damon runs to Elena to tell her what’s going on. Meanwhile, Stefan follows Tyler and watches as Carter starts a fight with him. Mason quickly breaks it up, but Carter fights him instead. Though his punches would put any normal person on the ground, Mason is clearly not a normal person – he can easily leap over a car and jump really high. Also, his eyes look like Tyler’s did after his car crash. Mason takes down Carter and runs off with Tyler. Stefan checks on Carter, who doesn’t know why he started a fight. Stefan tells him he was in the wrong place at the wrong time.
Caroline finds Matt, assuring him that she’s all better. She takes a turn at a ring-toss booth, accidentally shattering a bunch of bottles. When he hugs her, she can hear his blood pumping, and she runs off before it makes her vamp out.
Damon has told Elena that Caroline’s a vampire, and now they’re sharing the news with Stefan. Damon guesses that Katherine killed Caroline while she had Damon’s blood in her system. Elena doesn’t get why, though. Damon’s like, “‘Cause she’s Katherine.” She’s playing dirty and wants the Salvatores to know. Hence the “game on” message.
Stefan thinks Caroline must be going crazy not knowing what’s happening. Damon thinks she put it together thanks to her returning memories. Stefan says they need to find her, and Damon agrees – because they need to kill her. Since she knows who the Salvatores are, she’s a liability. Plus, Caroline won’t be able to make it as a vampire, not least because Liz is so anti-vampire.
Elena tells Damon they’re not going to kill Caroline. Damon asks Stefan for his input. He’s amused to remember that there was also a carnival the night Stefan killed Vicki. (I think that was just a party, not a carnival, but whatever.) He thinks Stefan agrees that they can’t let Caroline live. Stefan doesn’t.
Caroline runs into Carter and smells the blood from his Mason-inflicted wounds. She’s emotional and desperate, but she’s also apologetic before she bites his neck. Inside, Matt tells Bonnie that Caroline’s been acting weird all day. Bonnie thinks she’s dealing with the trauma of almost dying in the car crash. Matt says he’s used to her insecurity, and this is different.
As Damon finds a makeshift stake, Elena asks Stefan to confirm that he agrees with Damon. Stefan does, and he’s not happy about it. Elena guesses that Katherine turned Caroline to mess with her. Stefan says she’s messing with him instead.
Mason takes Tyler home, where Tyler demands to know more about Mason’s animalistic moves and the change to his eyes. Mason makes up excuses and acts like nothing out of the ordinary happened. He turns it around on Tyler for getting into a fight.
Back at the carnival, Stefan and Elena search for Caroline. He smells blood. Damon finds Caroline, who was unable to stop herself from drinking enough of Carter’s blood to kill him. Damon tells her that he can help her. There’s only one thing he can do: kill her. She begs him not to, saying she doesn’t want to die. He reminds her that she’s already dead. Caroline asks him to help her, and he says he will. He hugs her, then raises the stake to put it through her back.
Stefan zooms up to separate them before Damon can finish the job. Caroline’s upset to see Elena, thinking Elena’s the one who killed her. Stefan starts to take Caroline inside to clean up and calm down, but Damon won’t let go of the idea of killing her. He grabs the stake again and rushes her, but Elena steps in between him and Caroline. She won’t let Damon kill her friend. Damon backs off, telling Elena that whatever happens is on her.
Bonnie finds the group and realizes that Caroline has turned. She can’t bring herself to face her friend now that she’s a vampire. Stefan takes Caroline to a bathroom to wash the blood off her face and try to reassure her that Bonnie doesn’t hate her. Caroline calls herself a murderer and a monster. Stefan tells her that her emotions are heightened, which is normal for a vampire just after transition.
She’s upset that her face keeps changing and she doesn’t know why. Stefan shows her his own face and how he’s able to control whether he vamps out. When Caroline feels herself changing, she just needs to tell herself that she’s strong enough to resist it, even though it would feel good to give in. That’s the only way she’ll survive. Caroline asks why Katherine did this to her. Stefan says he doesn’t know, then promises not to let anything happen to her.
Damon grabs a shovel so he can bury Carter, then taunts that he thought Elena was calling the shots. Bonnie gives him a psychic migraine, then turns on a hose. She warned Damon that she would come after him if anyone else got hurt. Elena defends him, but Bonnie blames him for everything. She lights the water from the hose on fire, which spreads to Damon. Elena yells for her to stop, then shakes her out of the focus she was putting into her magic, making the fire go out. Bonnie’s upset that Elena stopped her, but Elena says they can’t do things like this: “This can’t be us.”
Once Stefan has taken Caroline home and Carter has been buried, Stefan returns to the school, where the carnival has ended. Elena’s starting to worry that Damon’s right and things won’t end well for Caroline. Stefan vows to prove him wrong. Elena regrets trying to let herself believe that they could have a normal day. But she doesn’t blame anyone – “it is what it is.” She says she’s fine, but she’s obviously not.
At Lockwood Landing, Carol tells Mason she’ll look for the moonstone. He makes up with Tyler, who then sneaks into Richard’s office and opens a safe hidden under a floorboard. Inside is the moonstone, which Tyler pockets.
Jeremy is also doing some sneaking, as he hides out at Vamp Villa, waiting for Damon to drink the alcohol he’s laced with vervain. Jeremy admits that he planned to stake him after that. But he realized he didn’t want to be as reactionary as Grayson and John. Killing vampires won’t change anything. Damon says his father also hated vampires, but that was in 1864, when people knew how to whittle stakes, unlike Jeremy. Jeremy’s excuse is that it’s harder than it looks.
Matt climbs through Caroline’s bedroom window, wanting to see if she’s finally stopped acting weird. He’s been especially worried because she almost died, and he wouldn’t be able to handle losing anyone else. He’s in love with her, and with the way Caroline’s been acting, he doesn’t think she feels the same way. Caroline kisses him to show that she does. When she starts to vamp out, she remembers what Stefan told her and makes it stop.
Stefan visits Elena early the next morning and takes her to the carnival. He wants to fulfill her wish of kissing her at the top of the Ferris wheel. They need to take little moments like this to enjoy themselves, in between the dangerous, hard stuff. Stefan came back to Mystic Falls to have a life with Elena, so they need to remember to live it. The rides aren’t running, so Elena asks how they’ll get to the top of the Ferris wheel. Well, when you’re dating a vampire who can jump really high, it’s easy. They kiss, but Elena can’t help saying that she knows things aren’t going to get any easier. So much for enjoying the little moments in life.
Significant item update: Tyler has the moonstone.
Etc.: Caroline’s change from human to vampire is probably the best thing the show could have done for her. As a human, Caroline was never going to keep the audience’s attention for long. She’s much more interesting as a vampire. And it gives Candice King something completely different to do. She’s fantastic showing how hard it is for Caroline to handle what’s happening to her.
Jeremy, hon, I guarantee that if you started telling people that Damon’s a vampire, Jenna would send you to drug rehab.
The idea of Stefan being familiar with Teenage Mutant Ninja Turtles cracks me up. (Damon, for the record, hasn’t heard of them.)
I get that they had Caroline kill Carter because the transition would be more meaningful that way, but…it doesn’t come up again. So what was the point?
Elena and the Salvatores have to stop leaving Bonnie out of the loop on stuff. That’s how she almost got fooled by Katherine. She may not want to have anything to do with vampires, but they should at least warn her that one of her best friends just turned into one.
Liz doesn’t appear to be home, so how did Caroline get into her house?