The police arrive. Stefan comes and Elena explains what's going on. Stefan looks him over and announces he's not a vampire. If he tries to kill himself now, he'll really die. Anna's blood took care of the pills. Elena goes to the hospital and Stefan stays with Jeremy.

At the hospital, Matt tells Bonnie about the noise Tyler heard when he was driving and Caroline isn't doing well. Sheriff Liz tells Damon that Mayor Lockwood is dead and they think he was a vampire because he dropped when John's device went off, but Liz doesn't believe it. In the hallway, Damon suggests he give Caroline some blood, just to heal her. Elena's against it, but Bonnie tells him to do it. After Bonnie leaves, Damon tells Elena they should talk about what happened at the house. She has no idea what he's talking about. Then Jenna comes and Elena asks her where she's been. Jenna reminds Elena she told her she was going to the fire department. This is also news to Elena. Damon figures out that Katherine is back. "You've got to be kidding me," he says.

Elena comes through the door and hugs Stefan, but we can tell it's actually Katherine (in part because she makes evil eyes and also because her hair is wavy - evil wavy). She goes to kiss him but he knows it's her and throws her across the room. She fights him off and leaves in a flash. Stefan and Elena come home. Damon thinks that because Elena isn't already dead, that's not what Katherine was after. Stefan asks Damon what happened when he thought Katherine was Elena. He tells them about the kiss. Stefan's ready to go full jealous rage, when Elena gets him to focus. Damon suggests they ignore Katherine to draw her out.

At the hospital in the morning, Bonnie checks on Caroline, who appears to be making a fast recovery. Liz talks to the mayor's wife, Carol, and asks why he was affected by the Gilbert device. Damon prevents the two women from breaking down in angry blame. At the mayor's wake, Tyler welcomes his father's younger brother, Mason, back after being estranged for several years. Elena and Stefan go talk to John. Elena places the ring in John's hand and asks why Katherine is here. He can't stand the sight of Stefan with Elena and tells them to leave. Elena walks out but Stefan pauses. Stefan jumps on John and bites himself in the arm. He then forces John to drink his blood. Stefan threatens John that if he doesn't leave town in 24 hours, he'll turn him into a vampire and watch him hate himself.

At the mayor's wake, Liz informs Damon that Mason wants nothing to do with the council and he isn't a believer like John. Katherine stops by the wake after Tyler invites her in. Outside the hospital, Stefan admits that he threatened John and told him to leave town. Elena approves. At the wake, Bonnie tells Damon that Tyler was also affected by the Gilbert device. He thinks she's feeling guilty that Caroline was hurt when it went off. She tells him someday she's going to take him out - to demonstrate she gives him a terrible headache.

Then Bonnie goes up to Katherine, thinking she's Elena, and complains about Damon. But when Bonnie touches Katherine's arm, she immediately knows something isn't right. She calls Elena, who tells her she's five minutes away. When she turns around, Katherine's behind her. Katherine tells her she's putting all the pieces of Elena's life together. Bonnie tries her headache trick but Katherine brushes it off and grabs Bonnie by the throat. Bonnie uses her powers to fling open doors so people can see and Katherine finally backs down when Stefan appears. She enjoys people thinking she's Elena. He asks her what she wants, but she's coy.

Jeremy, Jenna and Elena arrive at the wake. Elena goes to talk to Damon. He thinks she's worried that Katherine will send him off the deep end. He pretends to be fine. She's not surprised he would kiss her; she's surprised he would think she'd kiss him back. Jeremy finds Tyler sitting alone drinking from a flask. Tyler reveals to Jeremy that he thought his dad was a "dick"; Jeremy agrees. Tyler hands Jeremy the flask right when Mason walks in. Mason takes the flask and asks Jeremy to leave. Mason takes a swig from the flask before giving it back to Tyler.

Katherine and Stefan take a stroll. He tells Katherine that he was never in love with her because she compelled him, but Damon's been obsessed with her for 145 years. He tells her to get on with whatever she's up to. Katherine confesses she came back for him. There's just one problem, he says, he hates her. In response, she grabs a nearby candle holder and stabs him through the gut. She tells him that sounds like the beginning of a love affair, not the end.

Later, Elena tends to Stefan as he heals. Damon shows up and tells Elena that Katherine is after her man. When Elena leaves, Damon tries to goad Stefan into fighting by mentioning the kiss again. But Stefan says Katherine is going to pit them against each other and he won't fall for it. He thinks the fact Damon feels something for Elena is a good thing, because it shows he cares.

Back home, John packs up his belongings. He says good bye to Jeremy, who doesn't understand where his hate comes from. Jeremy asks him why the ring didn't protect his dad and John reminds him it was an accident, not something supernatural. Tyler looks at a picture of his family and smashes it. Mason tackles him after he brushes his mom aside, telling him to calm down. Damon comes home to find Katherine there. She tells him she's leaving. He asks what she's up to. She taunts him to kiss her or kill her. She tackles him to the ground and crawls on top of him. He throws her off but then has a change of heart and starts kissing her. As she strips Damon out of his clothes, he tells her to stop. He has a question and if she answers it right he promises to forget the last 145 years. She already knows the question and the answer. "The truth is, I've never loved you. It was always Stefan," she says. She leaves.

Elena finds Damon waiting in her bedroom. He's sulking - and drunk. He brings up what she said about being surprised he'd think she'd kiss him back. He tells her she's lying to him and Stefan and herself. He kisses her, but she pushes him away. He persists and she pushes him away again. Finally she tells him she cares about him but loves Stefan, it'll always be Stefan. Damon, rejected by two girls who look the same in the same night, doesn't take it well. He sees Jeremy in the doorway and asks if he still wants to be a vampire. Before Jeremy can answer, Damon snaps his neck. He leaves Elena sobbing over Jeremy. But she looks down and sees he's wearing the ring.

At the Lockwood house, Mason talks to Tyler about learning to control himself. Elena cradles Jeremy as Stefan tries to convince her that the only reason Damon went after Jeremy was because he saw the ring. Elena reveals to Stefan that she hates Damon. Damon is left home alone with his rage.

In the hospital, a healed Caroline wakes up to see Katherine over her bed. She wants her to give the brothers a message for her: "Game on." She takes a pillow and shoves it over Caroline's face until she stops struggling.