Elena and Stefan are getting ready for the Founder's Day parade. Mrs. Lockwood is supervising the preparations, telling the marching band that the lineup is wrong and Matt to get on his float. Damon and Stefan are talking about Elena when she arrives, dressed as a southern belle and strongly resembling Katherine as she curtsies. They both had to take an second look at Elena because she resembles Katherine so strong dressed up as she is now.

Jeremy is also getting ready for the parade. Anna appears and he says that he feels awful and is worried about her. They talk about John and how he killed her mother. She gives him a vial of her blood, saying she is going to leave town soon and wants him to come with her. She explains how to become a vampire and the ability of vampires to shut off their emotions. He tells her that he had wanted to at one point, but he doesn't think that he can. Before he can say anything else, she leaves him.

Stefan tells Elena that John might possibly be her father because he dated Isobel as a teenager and brought her to Elena's father's office for the delivery. Elena doesn't know how to confront him about it and is worried that Jeremy won't forgive her for erasing his memories and lying to him. Stefan reassures her that he will forgive her, just to give it some time.

Bonnie is taking pictures of Matt and Caroline, and Tyler shows up offering to take a picture that Caroline wants with Bonnie. Matt leaves suddenly, and Caroline explains that Matt can't forgive Tyler for what he did after just saying "sorry". Elena tries to talk to Jeremy, but Jeremy shuts her down, reminding her that what she did is not something he'll forgive easily.

Mrs. Lockwood announces each float as it passes by: the Mystic Falls marching band float, the Battle of Willow Creek float, the Miss Mystic Falls float, and a Mystic Falls football team float. While Bonnie is watching, Damon interrupts her and thanks her for deactivating the device. Even though she really didn't, she says that she did it for Elena.

John is showing Mayor Lockwood how the device, which is harmful to vampires, works in the Gilbert Building, explaining where to put the key in the device and the length of time it works saying that he got a tip about a vampire attack tonight. After the device is activated, the Sheriff's deputies will inject them with vervain and bring them to the building to be finished off. A group of the rest of the tomb vampires are shown to be planning an attack on the founding families. They had been planning it for a while and the group leader says to wait for the fireworks to start, but before then for everyone to blend in with the crowd. Anna shows up, acting like shes going along with the plan.

Elena tells Damon to stop with the flirty comments and says, "Don't make me regret being your friend". Elena tries to apologize to Jeremy, but he tells her to go to hell. Afterwards Damon follows him, saying to not talk to her sister that way and to cut Elena some slack. Damon grabs him and Stefan comes and tells Damon to let him go, explaining to Jeremy to not blame Elena and how they are responsible for what happened to Vicki.

John and Mayor Lockwood explain the plan to Sheriff Forbes on stopping the vampire attack with the device, but she doesn't want to go along with the plan. She absolutely refuses, saying her mind is not going to get changed so John knocks her out and cuffs her to a pole. Anna explains to Damon about the tomb vampires plan. Damon tells Alaric to get stakes and Stefan about the tomb vampires being there.

Mayor Lockwood tells his son to go home, and demands that he take his friends with him. Tyler agrees, and Mayor Lockwood gives him his car keys. Anna finds Jeremy and tells him that she needed to see him. Mayor Lockwood announces the starting of the fireworks, and nods to a deputy, so he can tell John to activate the device.

As Mayor Lockwood and his wife leave, Bonnie runs into the tomb vampires leader automatically sensing that hes a vampire and follows him. John activates the device and suddenly all the vampires start to grab their head in pain. John injects vervain into Damon as the deputies inject vervain into the rest of the vampires. Tyler, mysteriously also hears the device which causes him to crash his father's car. Alaric stops a cop from reaching Stefan saying hes got this one and he explains to Elena and Stefan that the cops are injecting everyone whose gone down with vervain.

Mayor Lockwood is also shown to mysteriously pass out. Several cops find Anna and take her also. The cops are dragging the vampires into the Gilbert building basement, along with Mayor Lockwood. Anna grabs John's leg, and he stakes Anna himself, while Damon helplessly watches. John pours oil over the basement floor and on some vampires and lights it on fire killing most of everyone in it. Stefan says that the device felt like needles were piercing his skull. Alaric explains that the cops were taking the vampires who've gone down to the Gilbert Building. Stefan and Elena now find out that Bonnie didn't really deactivate the device.

Mrs Lockwood finds Sheriff Forbes, where she tells her that Mayor Lockwood had passed out and was taken. Damon notices Mayor Lockwood as he comes to, telling him hes a vampire, and is confused to why the mayors there and not affected by the vervain. Mayor Lockwood's neck gets snapped by a tomb vampire that was still alive. Paramedics are checking out Tyler and when one checks his eyes they are a mysterious yellow color which shocks him. Tyler wakes up soon afterwards. Caroline is shown to have fallen, while Tyler was being checked, and gets taken to the emergency room.

Stefan hears the building on fire, where Elena asks John where Damon is. John tells her that he is with the rest of the tomb vampires. Stefan asks Elena about another entrance, and he goes to rescue Damon. John stops Elena from following him and grabs her arm. John says, "If you take on more step, then I'll alert those deputies that they missed a vampire." Elena says, "I'm asking you not to", to which he replies, " That doesn't mean anything to me." Elena says, "As my father it should", and he lets her go. Bonnie tries to stop Stefan from going in the building, but he wants to save his brother. Elena comes, but Bonnie stops her and grabs her, chanting a spell that calms the fire in the basement just long enough for Stefan to save Damon, but to kill the vampires that are still alive. Elena tells Stefan that the story of the fire being burned is that old wiring started it. Stefan says that he tries so hard to hate him, saying that I guess its just once of us, because Damon hates him. Elena tells him that she loves him and that he has nothing to worry about.

Elena tells him that shes going to school to pick up her stuff, and afterwards will check on Jeremy. Jeremy is thinking about drinking the blood, but puts the vial of blood in a drawer. Damon appears, and they have a heart-to-heart talk about Anna dying, and that he wanted to help her. He offers to take his memories away again, but Jeremy refuses. Damon also apologizes for turning Vicki. Jeremy asks if its true that vampires can turn off their emotions and if life is easier like that. Damon says life sucks either way, but you don't have to feel bad about it if you don't want to as a vampire.

Tyler apologizes for crashing the car and then Sheriff Forbes comes out and explains that Caroline has some internal bleeding and that she's in surgery. She tells Tyler to talk to his mom, about his dad. Jeremy drinks the blood, and pours out the whole bottle and takes over 20 of Elena's pain pills. Bonnie comes to see Stefan, and tells him that she saved him and Damon only because Elena loves him. She says that things have to change and that she knows who she is now.

As Damon is leaving Elena's house they talk to each other on how he came in the town to destroy it and that night he wanted to protect it. He says that he isn't good, it isn't in him. Damon kisses Elena and she kisses him back. Jenna catches them and says, "Its late. You should probably come inside." After Jeremy takes all the pills, he lies down, and his eyes close. John is in the kitchen, and he explains to Elena about Isobel telling her that the reason why he hates the vampires so much is because of her becoming one. Elena grabs a knife and cuts off his fingers including the one where his special ring was and stabs John, where it is revealed that Elena is actually Katherine pretending to be Elena. The real Elena walks in and goes towards the kitchen, where Katherine is.