Damon and Elena lock Stefan up in the basement until the effects of the human blood wear off. Stefan remembers how he and Damon attempted to free Katherine and were both shot and killed.

In his dying moments, Stefan sees Katherine being hauled off by the townsmen. Elena peers through the basement bars and expresses guilt about having him locked up. Damon reminds her that she was the one who locked him up and Damon only helped because he couldn't have Stefan feeding recklessly while the town was hunting vampires, denying that he did it out of concern for Stefan. They leave the basement while Stefan continues to reflect on how he became a vampire. Stefan wakes up the next morning by the quarry wearing a strange ring on his finger, his bullet wound healed. Katherine's handmaiden, Emily Bennett, reveals herself to be a witch who owed Katherine for saving her life. Katherine had her make the rings for the Salvatore Brothers weeks prior. She explains that she and her brother had found the brothers dead in the woods and brought them here. She tells Stefan that he is transitioning into a vampire. Katherine had compelled him to drink her blood but Damon had done so willingly. Damon sits by the edge of the quarry and explains to Stefan that he had seen Katherine being dragged into Fell's Church which was set on fire; Katherine was dead. At the house, Elena and Damon talk. Damon examines the device that belonged to Johnathan Gilbert, submitting that it doesn't seem to work. Pearl, who had given it to Damon, only said that she had meant to steal another device from Johnathan, his vampire compass/pocket watch. Damon asks Elena whether she has seen her Uncle John lately; she admits she's been avoiding him and spending most nights at the boarding house. Damon teases her, calling her a nuisance for staying over, as she leaves.

Jeremy is walking around the school when Anna appears, showing him a class schedule and revealing that she has enrolled at the school. He asks her why she would want to go to high school and she replies that it's obvious: to spend more time with him. Jeremy is pleased and they kiss.

Back at the basement, Damon brings Stefan a bottle of animal blood for him to eat, but Stefan refuses it. Damon insists that the human blood should be out of his system and that he shouldn't feel sorry for himself. With that, Damon throws the bottle down at Stefan's feet, but Stefan merely glances at it and continues to stare at the ground. Giving up, Damon tells him to starve and leaves.

Upstairs, calls Damon's phone with information about John Gilbert. Alaric had asked a friend from Duke University to dig up John's cell records; he found the same number that Elena used to call Isobel, and a new number that has repeatedly called John. He has the address in Grove Hill for the new number. Alaric refuses to give Damon the address because he doesn't want Damon to go without him. Damon doesn't want to work with Alaric, who he tried to kill him, but Alaric retorts that Damon did kill him. Damon puts him on hold to field a call from Elena, who says she is coming over and wants to see how Stefan is doing. Damon says "extra broody" and puts her on hold to arrange to meet Alaric. He and Alaric hang up and Damon continues talking to Elena. Damon reports that Stefan isn't eating and Elena asks what Stefan's favorite animal blood is. Damon pretends to be revolted by the question and tells her to hurry up because he is tired of baby-sitting and has other places to go.

He jokes about what blood Stefan likes before their call ends. Elena turns around to see John standing in her doorway. He was hoping they could catch up but she says she was just about to leave. He knows she is dating a vampire and wonders aloud what her mother would have thought. Elena retorts "which mother" and leaves. In the basement, Stefan continues to remember what happened during his transitioning. Stefan and Damon are washing up by the quarry. Stefan suspects that Johnathan Gilbert has already told their father of their death. In Damon's eyes, their father wouldn't even care whether they were dead as he had betrayed them. Stefan reminds him that their father was only trying to protect them and the town. Damon complains that his eyes hurt in the sun and Stefan explains what Emily had told him: their bodies are pushing them to become vampires. Damon decides that he will not feed, and thus die, as he had only wanted to become a vampire in order to be with Katherine. Now that she is gone, he just wants it all to be over.

Elena appears outside Stefan's cell and urges him to drink the blood for survival but Stefan says he doesn't want to survive. Elena tells Damon, but Damon thinks Stefan is just bluffing. Damon knows Stefan feels guilty about attacking Amber Bradley and knows it will pass. Elena is still concerned, but Damon says he'll feel better once he's had blood. He then announces that he is going to meet up with Alaric and warns Elena to stay away from the basement while he's gone.

Pearl meets John at the Mystic Grill. She had heard from Damon that John wanted the device she took from Johnathan but she had no intention of giving it back. John wants to change her mind on the subject with his "Gilbert Charm," to which Pearl seemed to have a weakness - at least in 1864.

Damon comes home, where Elena is waiting, and asks her if Stefan has eaten yet. Elena says that he is trying to overcome the guilt he has, adding that Damon making Stefan miserable didn't help. Damon, enraged that Elena thinks it's just him that's not innocent, asks her if she got the rest of the story. Elena sees how frustrated he is and asks him what else happened, and Damon recalls his last moments before becoming a vampire. Damon is waiting by himself at the quarry, when Stefan brings him a teenage girl. Damon asks who she is, and Stefan says that he has brought her to him, as a gift. Stefan explains how he accidentally drank their father's blood and how amazing it is to be a vampire. Damon tells Stefan that he doesn't want to live without Katherine, but Stefan bites the girl's neck. The temptation for blood is too strong and Damon drinks from her, completing his transition into a vampire. Damon tells Elena how different Stefan was once he became a vampire, and Elena finally understands that Stefan wanted to die back in 1864 and that's the reason that he's not feeding. Damon tells Elena that if he's stupid enough to make that choice, then so be it. Elena goes downstairs to the basement to see Stefan, but he has left and all she finds is his Lapis Lazuli ring, that protects him from burning in the sunlight.

Jeremy and Anna are in his room talking about how Pearl had been in love with his ancestor who betrayed her, and how his uncle John now wants the device she had just given to Damon. John had mentioned there were more Gilbert Journals, and Jeremy suspects this is how Uncle John seems to know so much about the Gilbert history. Anna admits she is tired of discussing past events and that their doing so could get them both in a lot of trouble. Jeremy says he wouldn't say anything, but Annaknows that John wants her mother and herself dead because he is a vampire hater. Jeremy points out that he isn't, to which Anna replies that he is more that that - he is her weakness. They start kissing passionately on Jeremy's bed. Jeremy warns her that Jenna might walk in on them, but Anna can hear Jenna in the kitchen. Jeremy thinks it’s cool that Anna can hear from that distance, and they continue kissing.

Damon and Alaric reach their destination and Alaric asks whether Damon has to be invited in. Damon says vampires generally do have to be invited in, but with hotels, it's less certain. They enter the house (Damon cautiously, to check whether he can enter) and it looks like no one is home. They start looking around but when Damon opens the refrigerator and finds bags of blood, he knows that they have company—a vampire. Out of nowhere, a vampire attacks Alaric. Alaric defends himself until Damon recognizes that this vampire was in the tomb; his name is Henry. Henry asks what they are doing there.

Elena goes to check on Stefan. He is sitting in his cell. Stefan goes home and uses his superhuman hearing to eavesdrop on his father and Johnathan. Johnathan is recording information for the founders' archives and Giuseppe tells him to add the number of deaths for civilians in the church. Johnathan believes that the vampires don't qualify as civilians, but Giuseppe tells him that as far as other people know, they were. Stefan follows the sound of their voices and listens outside of the window of the room they are in. Giuseppe knows the information will be kept by the descendants of the founders, but he wishes his sons to be remembered as innocent bystanders of the Battle of Willow Creek, not as monsters. Stefan raises his head and sees Elena. He warns her that Damon hasn't given him vervain lately - he could easily escape the cell and kill her. Elena says she knows he could, but she also he knows that he won't. Stefan tells her to go away, but instead, Elena opens the door and enters the cell. Stefan orders her to get out because he could hurt her, but Elena picks up the bottle of blood and tries to get him to drink it. When she refuses to leave, Stefan furiously knocks the blood out of her hand and growls at her to get out. Even after seeing Stefan in his vampiric form, Elena isn't afraid and still refuses to leave. Stefan backs away from her.

Henry explains to Damon and Alaric that John was helping him adapt to the modern day. He says he's never heard of Isobel; John is his only friend. He's helping keep an eye on the other tomb vampires who want revenge on the town for imprisoning them. His phone starts ringing; it's John. Damon asks to talk to him; Henry gives him the phone, but when Damon doesn't answer it, Henry gets suspicious and attacks Alaric again. Damon grabs him and Alaric stakes him.

Pearl asks John why she should give him the device, wondering why he even wants it. John tells her that Johnathan Gilbert wrote in his journals his whole life, saying that Johnathan's one regret in his life was trapping Pearl, and that she was the only woman he ever loved. John then laughs at Pearl, because he made it up, taking advantage of her emotions to try to get the device. After Pearl hears this, she tells John that she gave the device to Damon, tells him to rot in hell, and leaves.

Elena asks Stefan why he is not drinking human blood, and Stefan tells her that he's making the decision he should have made years ago. He tells Elena that he shouldn't have chosen to complete the transition in 1864 by drinking human blood. He tells Elena what happened in the final step to complete his transition.

Stefan visits his father, Giuseppe. Giuseppe immediately knows he is a vampire and reveals to Stefan that he was the one who shot both him and his brother Damon. He tells Stefan that both his sons were dead to him the moment they sided with the vampires. Stefan tries to explain to him that he hasn't turned yet and doesn't want to. Giuseppe decides to kill Stefan himself, breaking something wooden and trying to attack Stefan, but Stefan, not knowing his own strength, tries to defend himself and accidentally throws his father across the room, causing Giuseppe to stake himself. Stefan goes over to him and tries to help his father, but is attracted by the blood and feeds on him, completing the final stage to turn into a vampire. Stefan asks Elena how he could even look at her, thinking she would be disgusted to hear this. She tells him that they should be able to talk about this stuff together. Elena leaves his daylight ring on the cot, and says that she'll be upstairs whenever he's ready to talk about it more.

Alaric and Damon had searched the apartment Henry was staying in, but had not found anything. Alaric says he's through with looking for Isobel, and that Damon should stop looking for her.

Anna enters the house where she's been staying, and Pearl tells her that they are leaving town because it's too dangerous to stay. Anna wants to stay and tells her mother that she wants to build a life for herself. Pearl tells her daughter that ultimately it's up to her, that she won't force her to leave.

Anna visits Jeremy in the middle of the night and she tries to tell him that she is going to leave town, but she kisses him instead. She tells him goodbye and goes out the window. Stefan goes to the quarry, and remembers the moments after Damon completes his transition. Stefan asks Damon how he feels, now that he's a vampire, and Damon tells him that Stefan got what he wanted - brothers for eternity. Damon tells Stefan that he will make it an eternity of misery for him. Emily visits Stefan and sees that he has transitioned, and tells him that she wouldn't wish Katherine's curse upon anyone. Stefan tells her that it feels more like a gift and Emily says that even in death Stefan's heart is pure, and that that will be his curse.

Elena finds Stefan at the quarry, and Stefan says that he should have died that night, along with Damon. He feels guilty for all the people that both he and Damon have killed and hurt, and feels he's the sole reason to blame. Elena tells Stefan that she went to a party, and skipped family night, the night that her parents died, and she got stranded, and that they had to come pick her up and that's why her parents died. She explains that their actions are what set things in motion, but that they have to live with that. Stefan says that because of his choice to become a vampire, a lot of people got hurt, and Elena reminds him that he made the choice to become good and stop feeding on humans. Stefan explains to her how every day the pain of knowing what he has done hurts him, and that he fights that, and how easy it would be to just give himself over to the blood. He thinks that one day he's not going to want to fight it anymore, and that the next person he hurts could be her. Elena tells him that he could throw the ring in the quarry and let himself die, or he could put his ring back on and keep fighting. Stefan puts his ring on and they kiss.

Pearl is getting ready to leave, and tells Harper that he doesn't have to come with them to leave town. As she goes out the door she is staked by a stake gun, and Harper catches her dead body.

Stefan and Elena come home and Elena goes upstairs. Stefan thanks Damon for helping Elena take care of him while he was recovering from his stint with human blood. Damon tells him that his own actions are his own fault, and that he (Stefan) is not allowed to feel his (Damon's) guilt. Damon says that Emily didn't tell him about the spell to protect Katherine until after he had turned. Stefan asks why he didn't tell him about the tomb, and Damon says that it was because he hated him and still did. Damon says that he hates him not because Stefan forced him to turn, but because Katherine had also turned Stefan into a vampire.

Anna comes home and finds both Pearl and Harper dead. She tries to wake her mom, knowing her efforts are futile. John Gilbert calls Sheriff Forbes and says that he has an update about the vampires, throwing a stake gun and stakes into the trunk of his car. While Alaric is drinking at the Mystic Grill, a woman says to him, "Hello Ric." Alaric looks around to see who it is, and he replies by saying her name: "Isobel."