|“||We have to take these moments, Elena. What Katherine did to Caroline could just be the beginning and there are things with Tyler's family that we don't even understand yet and there's always the "D" word but I came back to this town to start a life with you. We can't forget to live it.||”|
— Stefan to Elena
THE CARNIVAL FROM HELL — When a confused and desperate Caroline leaves the hospital and joins her friends at the Mystic Falls Carnival, Damon wants to take immediate action, but Stefan and Elena come to Caroline’s defense. Matt is completely mystified by Caroline's behavior, but still tries to tell her about his feelings for her. Damon has suspicions about Tyler's uncle Mason and uses Tyler’s volatile personality in an attempt to get Mason to reveal his secret. Upset with everything going on around her, Bonnie takes her anger out on Damon.
|Caroline awakens disoriented in her hospital room. She gets up and walks out into the hall, where a nurse tells her to go back in her room. Hungry and unknowingly in transition, she is drawn into a nearby room where a patient is in the middle of receiving a blood transfusion. The nurse catches her and leads her back to her room, not knowing that Caroline has slipped the blood bag under her gown. Unable to resist the allure of the blood, she drinks the from the bag and transitions into a vampire, not yet comprehending what has happened to her.
Elena and Bonnie are helping set up the carnival. Bonnie interrogates Elena about Katherine, but Elena just wants to do normal things and not worry about vampires for a while. At school, Stefan gives Jeremy some vervain to protect himself from Damon or any other vampires in town. Elena arrives and shares with Stefan her desire for more normalcy and less supernatural drama. At the Lockwood's, Carol asks Damon to take charge of the Council and he agrees. Mason asks Tyler about what happens when his anger gets out of control, wondering if it happens in a pattern of once a month. At the hospital, Caroline discovers that her skin burns in the sun and starts to panic when Matt tells her they won't release her until the next morning. At the boarding house, Stefan and Damon touch base, and Damon admits his suspicion about a Lockwood family secret. After Matt leaves the hospital, Caroline unwittingly compels the nurse to release her in the evening and to forget that she had fed on her.
At the carnival, Bonnie and Elena discuss the event's success and wrangle a carnival worker to help fix a broken karaoke speaker. At the Lockwood mansion, Mason asks Tyler about a family heirloom called a moonstone, which he's hoping to find for its sentimental value. At the carnival, Damon and Jeremy exchange threats. Caroline finishes compelling the nurse with a cover story and leaves the hospital. Damon watches Tyler and Mason arm wrestle at a carnival booth and suggests that Stefan challenge Mason to gauge his strength. Surprised when Stefan loses on purpose and reports that Mason has superhuman strength, Damon's curiosity about the Lockwoods intensifies. As an experiment, Damon compels a carnival worker to pick a fight with Tyler to see what happens. Caroline shows up at the school, delivers Katherine's message to Damon and reveals that she's now a vampire.
In the parking lot, Stefan watches the compelled man fight with Tyler, but Mason intervenes at the last moment, helping Tyler. Mason crouches and jumps with amazing speed and Tyler sees the color of his eyes change from hazel to black and gold. Meanwhile, Damon shares his new-found information about Caroline with Stefan and Elena and suggests they kill her to prevent her from exposing them.
Caroline has trouble controlling her strength in front of Matt, and later runs into the same carnival worker from earlier who fought Tyler and received a bloody nose. She can't control her hunger after smelling his blood, and is unable to resist feeding on him, accidentally killing him. Tyler and Mason get back to their house, where Tyler grills Mason about what happened during the fight. Mason remains tight-lipped and says Tyler only saw him get pissed because he had to pull Tyler out of a fight.
Damon finds Caroline crying with blood all over her face and the worker's body at her side. Caroline begs for her life, so Damon soothes her while preparing to stake her through the back. Stefan appears and stops Damon, while Elena stands in front of Caroline when Damon tries to have another go at her. Bonnie arrives and sees the body and Caroline with her full vampire-face covered in blood. Stefan takes Caroline away to help her calm down and get cleaned up. Bonnie blames Damon for what has happened, and uses magic to give him painful aneurysms and lights a fire that spreads on the ground. Elena stops Bonnie before she can kill Damon and comforts her, walking her away from Damon.
Elena and Stefan touch base, and she tells him goodnight. Tyler finds the moonstone Mason was asking about under a loose floorboard in his father's office and pockets it. Damon finds Jeremy at the boarding house armed with a wooden stake and having laced his bourbon with vervain, though he decided against using it at the last minute. Matt sneaks into Caroline's house, asking her why she has been acting so weird around him, and he confesses he loves her. Stefan goes to Elena's room and takes her out to the Ferris wheel at the carnival shortly before dawn so he can fulfill her wish of kissing him on top of the Ferris wheel. They acknowledge that life isn't going to get any easier any time soon.
- Antagonists: Damon Salvatore and Caroline Forbes.
- This is the first episode since History Repeating, to feature Damon as the Main Antagonist.
- This is the only episode in Season Two to feature Damon as the antagonist. He would not return to this role until Season Three's Disturbing Behavior.
- This is the first episode to feature Caroline as the Antagonist. She would not return to this role until The Downward Spiral.
- This episode is Caroline-centric.
- Caroline becomes the second female main character to turn into a vampire, after Vicki in Season One.
- Caroline uses compulsion for the first time in the series in this episode and also makes her first kill as a vampire when she loses control of her newborn-vampire bloodlust and feeds on Carter, a carnival worker.
- Bonnie blames Damon for Caroline becoming a vampire and Carter's subsequent death as a result and tries to kill him, but Elena stops her.
- Elena keeps both Caroline and Damon from being killed; Caroline by Damon, and Damon by Bonnie.
- This is the second time Elena saves Damon's life in the series. The first time was in Season One's Bloodlines.
- It is never explained how Caroline got invited into her own house without Liz getting suspicious. It is also shown that, at some point, Stefan had been invited in.
- Stefan jokes about the Lockwood family being werewolves in this episode. It is later confirmed that they do, in fact, belong to a werewolf bloodline.
- Caroline awakens in transition at the beginning of this episode. She was given vampire blood by Damon at the beginning of The Return, and was then smothered to death by Katherine with Damon's blood still in her system at the end of the same episode.
- Vicki Donovan is mentioned by Damon as an example of why Caroline will not survive as a vampire. Vicki was last seen in Haunted.
- This episode marks the first hints that the Lockwood family are werewolves when Stefan notices Mason's heightened strength in an arm-wrestling match. It is later demonstrated again when Mason intervenes in a fight between the compelled Carter and Tyler and is shown to use Lycanthrope Enhancement, which caused his eyes to turn black and gold.
- When Stefan arm wrestles Mason and loses, he and Damon discuss Mason's strength, and Stefan jokes that Mason and Tyler could be Ninja Turtles. This is a reference to the 1980s franchise Teenage Mutant Ninja Turtles, which featured a band of humanoid turtles who fought crime.
- Brave New World is a novel by Aldous Huxley, first published in 1932. The title is derived from Shakespeare's play, The Tempest.
- Team Jacob refers to Jacob, a character in Stephenie Meyer's Twilight Saga, a series that is also about vampires and werewolves.
- Bart and Homer are characters in The Simpsons.
Behind the Scenes
- This episode had about 3.04 million viewers in the USA, which was 0.31 million less than the previous episode.
- The series finale of NBC's TV show Heroes shared the same name. It also involved a carnival.
- Katherine, Jenna and Alaric do not appear in this episode.
- Mason meets Stefan for the first time in this episode.
- The nurse from The Night of the Comet returns in this episode. She is not seen again until Season Four's Bring It On.
- Elena: (to Bonnie) "I'm human, and I have to do human stuff, otherwise I'll go crazy."
- Bonnie: (to Elena) "We have to make Caroline proud, or she will kill us."
- Jeremy: (to Stefan) "I was killed by a vampire and brought back by a magic ring. How do you move forward from that?"
- Mason: (to Tyler about his rage blackouts) "Is there a pattern? Like, once a month, only at night?"
- Damon: "Aren't you worried that one day all the forest animals are gonna band together and fight back? I mean, surely they do talk."
- Stefan: "I'm just happy that's a, um, a blood bag and not a sorority girl supplying your dinner."
- Bonnie: (to Elena) "The ring-toss is out of Bart and Homer dolls and "Team Jacob" tees."
- Stefan: "Maybe they're Ninja Turtles?"
- Damon: "You're not funny."
- Stefan: "Or, no—- zombies. Werewolves."
- Damon: "No comedic timing at all."
- Damon: (to Stefan and Elena) "Need I remind you of a tragic little story of a girl named Vicki Donovan? Caroline of all people will not make it as a vampire. Her mother's a vampire hunter. Guys, come on, we all know how this story ends, so let's just flip to the last chapter, and..."
- Elena: (to Stefan) "Nothing about my life is normal. My best friend is a witch, my boyfriend's a vampire, and I have a doppelgänger who's hell-bent on destroying all of us."
- Damon: (to Jeremy) "My father hated vampires, too. Same reason your dad did. Only it was 1864-- people knew how to whittle."