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Gilbert Residence

[Elena and Stefan are lying on Elena's bed together, conversing about the previous days events.]

Elena: Stefan, who was that man in the road?
Stefan: I don't know. Do you remember anything else about him?
Elena: I wish. I never really saw his face. He was wearing a hoodie. All I can remember is that there was these black boots coming towards me.
Stefan: I brought some vervain for, um—for you and Jenna. [Grabs a box from the end of the bed. Elena sits up straight. Stefan opens the box up.] And, um, I made this bracelet for Jeremy, few extra ones for friends. [Stefan hands Elena the bracelet. She takes it and observes it.] You can put it in jewelry, or you can even put it in food or drink, but as long as it's in you or on you, a vampire cannot control you. [Stefan hands Elena a small vial of liquid vervain.]
Elena: [picks up a dried up branch of vervain from the box] Wow. So much to remember.
Stefan: I know, but there's another vampire in town. So until we find out who it is and what he wants, we have to be careful.

[Elena nods understandingly.]

[Downstairs, Jeremy is sketching at the dining room table. The doorbell rings and Jeremy gets up to answer it. A pizza delivery guy waits on the front porch.]

Noah: Hey. It's gonna be $22. [pulls pizza out of the bag.]
Jeremy: [yelling up the stairs] Elena, I need the money! Uh, here. Come in. Just put it on the table.

[Jeremy walks back into the dining room. The young man stands on the front porch for a moment longer before crossing the threshold into the house. He places the pizza on the table while Elena comes down the stairs, retrieving the money from her wallet.]

Elena: Hi. Um, keep the change.

[Elena hands the money to Noah who takes it. Noah starts to walk backwards, out of the house.]

Noah: Thanks. And you have yourself a good night.

[Elena smiles and shuts the door. Noah turns around, pulls the hood of his sweater over his head, and walks down the steps of the front porch. It is clear that he is the vampire that caused Elena's car accident and now he has been invited in her house.]

[TITLE CARD AND OPENING CREDITS]

Salvatore Boarding House

[Stefan walks into the library, books are strewn haphazardly across the room. When he enters, he sees Damon, looking through the shelves and tossing aside books. Stefan stops and looks at him.]

Stefan: What are you lookin' for, Damon?
Damon: Not your concern.
Stefan: No, but putting Elena in harm's way, that is my concern.
Damon: [flipping through a book, not looking up at Stefan] Hm hm. What are you talking about?
Stefan: I'm talking about Atlanta.
Damon: [looks away from his back and at Stefan] Oh, yeah. Elena and I had blast.
Stefan: I get it. You're just bitter because one of us gets to be with the person that we love, and poor Katherine is just out of reach. Unless there's another way for you to get into that tomb. Is that what Bree said?
Damon: You're pathetic when you're fishing.
Stefan: And you're transparent when you're deflecting.
Damon: Don't you have school?

[Damon grabs another book off the shelf. Stefan walks out of the room and Damon looks up and watches him leave.]

Mystic Falls High School

[The bell rings signaling the end of class. Students get up from their desks and start to leave the classroom. Jeremy is packing up his stuff when a paper is thrown down onto his desk by Alaric. Jeremy looks down at the paper and picks it up. A giant red "A" is marked on the paper. Jeremy smiles, stunned by his grade.]

Alaric: Surprised? It's a good essay. Your thoughts are clear, and your argument is well laid out. It's just, uh, you don't actually think there are vampires in Mystic Falls.

[Alaric sits down behind his desk.]

Jeremy: No. I mean, I think statistically there's been more animal attacks, mysterious deaths, uh, people gone missing, more than any other place in the whole commonwealth of Virginia.
Alaric: It's conjecture, but creative, which is why you got the "A." I just wouldn't get too, uh, caught up in the whole conspiracy theory of it all.
Jeremy: Ah, I won't.

[Jeremy gathers up his stuff, gets up, and starts to exit the room.]

Alaric: Oh, uh, Jeremy,the source that you cited for the 1860s info, uh, Jonathan Gilbert...?

[Jeremy stops and looks back at Alaric.]

Jeremy: Oh, my ancestor's journal?
Alaric: I'd really like to see that sometime.
Jeremy: Really?
Alaric: A first-person account of the Civil War? That's like, uh, porn for a history teacher.

[Jeremy retrieves the journal from his backpack.]

Jeremy: You think my essay's creative, wait till you get a load of this thing.

[Jeremy tosses the journal onto Alaric's desk. Alaric picks it up carefully.]

Alaric: Thank you.

[Jeremy nods and exits the room. Alaric looks at the journal and unbinds it with curiosity.]

[Out in the front courtyard, Elena and Caroline are walking across the lawn together. Caroline is observing the necklace around her neck which Elena just gave her.]

Caroline: It's so pretty. Thank you. God, it'll go with, like, everything. What's the occasion?
Elena: No occasion. Just a little friend gift.

[Elena and Caroline sit down at a table.]

Caroline: Lesbian friend necklace? Cause we're freaky like that?

[Caroline winks at Elena, sarcastically.]

Elena: Your friendship is important to me.
Caroline: Why are you being so mushy?
Elena: Because you've been avoiding me, and I wanted you to know that whatever is going on with you and Matt, it's ok.
Caroline: I was gonna talk to you about that. I was, but there's just not much to say. You know, we've hung out a couple times. That's it, but...I just feel like we've peeked as friends. [Elena nods.] This is weird. I shouldn't be talking to you about this. It's weird. It's weird, right?
Elena: It's a little weird, but [laughs] if it's what you and Matt want, then it's not about me.
Caroline: But it's all about you. Matt's not over you, and we all know it.
Elena: I'm with Stefan now. Matt understands that. He knows he has to move on.

[Elena unwraps her sandwich and Caroline looks at her, unconvinced.]

Mystic Grill

[Matt is sitting at the bar, filling out a job application. Ben walks over to him from the other side of the bar and places a tray of glasses down.]

Ben: Matt Donovan. What do you know?
Matt: Ben McKittrick. What's up, man?
Ben: Rough season, bud.
Matt: Yeah. It's kind of hard to recover when you have to forfeit half your games.
Ben: You gonna be workin' here?
Matt: Yep, followin' in your footsteps, minus the state championship.
Ben: Well, we can't all be Football Gods.
Matt: Yeah.
Ben: So what's the plan? Cook line?
Matt: Busboy.

[Down in the restaurant, Elena and Bonnie are having dinner at a table.]

Bonnie: I can't believe you're adopted. I never saw that coming.
Elena: And it gets weirder. I looked at my birth certificate. It lists Miranda and Grayson Gilbert as my birthparents. None of it makes any sense.
Bonnie: Which is why you should ask Jenna.

[Elena groans.]

Bonnie: First of all, the Elena I know would always want the real truth, good or bad.
Elena: And second of all?
Bonnie: You just found out your boyfriend is a [whispers] vampire, so unless your birthparents are aliens...[Elena laughs.] How bad could it be?
Elena: Ah, ok, look, I have to go to the store. My outfit for the dance is severely lacking accessories.

[Elena gets up.]

Bonnie: Ok, I'll pay the bill.
Elena: Ok. Bye.

[Elena leaves. Bonnie gets up to pay.]

Bonnie: Bye.

[Bonnie starts to walk away from the table when Damon approaches her. She stops and looks at him.]

Bonnie: What do you want from me?
Damon: I think we need a fresh start.
Bonnie: You tried to kill me.
Damon: But I didn't, and if I wanted to, I would have. Does that not count for anything?
Bonnie: You know, I can start fires with my mind. Fires kill vampires, right? [Damon looks slightly concerned.] Just stay the hell away from me.

[Ben walks over to Bonnie and Damon.]

Ben: Everything ok over here?
Damon: Yeah, we're fine.
Ben: I wasn't talkin' to you.

[Damon, controlling his urge to kill Ben, grimaces, and walks away. Ben moves to stand in front of Bonnie.]

Bonnie: Thank you.
Ben: Anytime, Bonnie.
Bonnie: Wait. You remember me?
Ben: I didn't graduate that long ago. You're makin' me feel old.
Bonnie: No, sorry. I didn't...I didn't mean that. I just—I didn't know you knew me.
Ben: I always know a pretty face.

[Bonnie smiles.]

[Outside of the Grill, Elena is walking through the parking lot. Her cell phone starts ringing and she retrieves it from her purse.]

Elena: [answers phone, holds up to ear, continues walking to car] Hello.
Noah: Hello, Elena.
Elena: Hey, who's this?

[Elena halts when she reaches her cars and retrieves her keys.]

Noah: You hit me with your car.

[Elena freezes.]

Noah: Is that a new one?

[Elena, mouth hanging open, looks behind her. She sees the man in the hoodie approaching her.]

Noah: You got away from me. You won't next time

[Elena quickly unlocks the car door, gets in, ignites the engine, reverses, and speeds off down the road, right past Noah, who watches her drive off as he walks across the road.]

Salvatore Boarding House

[Elena is sitting on a couch in the library, speaking with Stefan.]

Elena: Why me? What does he want with me? A-and if he's trying to kill me, then why call first?

[Stefan walks around the couch and faces Elena.]

Stefan: That's because we're predators, Elena. We hunt. We stalk. It's often as exciting as the kill. I want you to take this.

[Stefan sits down on the table in front of Elena and pulls out the vampire compass. Stefan hands the compass to Elena. Elena takes it and looks at it.]

Elena: This is Jeremy's pocket watch. How did you get it?
Stefan: I took it from Damon, who took it from Logan, who must have taken it from you.

[Elena opens it up and observes the contents, confused.]

Elena: What happened to it?
Stefan: Well, it's not just a watch. It's a...it's a sort of compass, but it points to vampires.

[Stefan gently takes Elena's hands in his own, showing her how the compass works. The needle whirs around on the compass and finally clicks into place, pointing at Stefan. Elena looks up at him in shock.]

Elena: Why did my father have it?
Stefan: Gilberts were one of the founding families, and back in 1864, they were among those who sought to eradicate the vampires. The compass was used to find us.
Elena: Did you know them?
Stefan: Yes. I want you to keep this. That way, you'll know if you're ever in danger.

[Elena nods. Stefan caresses her cheek. Elena smiles and pulls Stefan in for a kiss. After they pull apart, Elena smiles at Stefan again, as they sit together in the library.]

Mystic Falls High School

[Matt and Caroline are outside in the schoolyard, painting a banner for the dance.]

Matt: I've never seen you such a mess.
Caroline: [scoffs, smiling up at Matt] Don't talk smack.

[Caroline swipes the paintbrush on Matt's arm, leaving a giant smear of paint on him.]

Matt: I mean, [Matt threateningly holds his paintbrush out at Caroline, who backs away, smiling.] I just thought that you told everyone else what to do.

[Matt and Caroline go back to painting the banner.]

Caroline: Well, I do that, too, but if you want something done right, you gotta do it yourself. You know, I just like that we're hanging out. Who knew—you and me?
Matt: Well, who knew you could be fun?

[They smile at each other and continue to paint.]

Caroline: So what are you wearing to this dumb dance, anyway? Should we color-coordinate?
Matt: Uh, I'm not goin'.
Caroline: Why not?
Matt: I gotta work, bussin' tables at the Grill.
Caroline: Since when are you a busboy?
Matt: It's a job. You know, some of us have to work, Caroline. With our mom in and out, things are tight, so...
Caroline: [looks up at Matt] Well, I didn't mean it like that. I just meant that I didn't know you had a job.
Matt: Well, I do. I gotta go.

[Matt puts down the paintbrush and leaves. Caroline watches him walk away with a sad face.]

Mystic Grill

[Jeremy is shooting pool when Anna approaches him.]

Anna: Hey. How'd it go?
Jeremy: What?
Anna: The paper.
Jeremy: Oh. I got an "A." Thanks for the articles. They really helped.
Anna: Cool. So what'd he say about the vampires? Did he believe it?
Jeremy: I don't even believe it. It's just a paper, Anna. Anyways, I, uh—I gotta get goin'.

[Jeremy gets up and walks around the pool table. Anna follows him.]

Anna: Uh, hey, um...D-do you wanna do something later, maybe?
Jeremy: Uh, sorry. I'm stuck on punch duty at the school dance.
Anna: Oh. How'd you get stuck with that?
Jeremy: Well, I'm failin' English, so I copped a plea.
Anna: Maybe, you know, tomorrow or something.

[Jeremy smiles and looks down. Anna catches on.]

Anna: I'm being pushy again, aren't I? Heh.
Jeremy: Well, thanks for the help. I'll—I'll see you around.

[Jeremy grabs his backpack and leaves. Anna watches him go, looking displeased with herself.]

Gilbert Residence

[Jenna, dressed up in a cute '50s outfit, is cleaning up the living room. Elena walks in the room.]

Jenna: Spoke to the insurance company. Car's totaled. You can keep using mine for now.
Elena: So you're coming to the dance?
Jenna: [smiling] Alaric asked me to help chaperone.

[Jenna walks around the couch and leans against it. Elena, not looking at her, picks up an apple and is about to take a bite, but turns around and looks accusingly at Jenna.]

Elena: Why didn't you tell me, Jenna?

[Jenna looks slightly startled by this sudden change of topic.]

Jenna: Your mom was gonna do it eventually. I never thought I'd have to.
Elena: If my mom were here right now and I asked, she'd tell me the truth.
Jenna: Your dad was about to leave the office one night when this girl showed up. She was sixteen, a runaway, and about to give birth. He delivered her baby, and he gave her a place to stay, but a few days later, she disappeared. And there you were. Your parents were trying so hard to have a baby. I-it just wasn't happening. All Miranda ever wanted was to be a mom.
Elena: Well, why were my parents' names on the birth certificate?
Jenna: Your dad was a doctor, Elena. He took care of it. They didn't wanna lose you, so they kept it quiet, told as few people as possible, but if anyone ever wanted proof, they had documentation.
Elena: What else do you know about her? The girl?
Jenna: Just her name. Isobel.

Salvatore Boarding House

[Damon is sitting at a desk in the library, jotting down names of the Founders of Mystic Falls. Stefan walks into the library, holding something behind his back. He approaches Damon.]

Damon: [commenting on Stefan's '50s styled hair] You got the hair right. [Stefan drops a journal down on the desk in front of Damon.] Why are you bringing me dad's journal?
Stefan: Cause you were looking for it.
Damon: And why would I want it?
Stefan: Gee, I don't know, Damon. Maybe you wanna do a little bit of posthumous bonding. Go ahead. Enjoy it. Read it. I have. Nowhere in it does it say anything about Katherine, or the tomb, or how to open it.

[Damon retrieves the journal from the end of the desk and flips through the pages.]

Damon: I'm not surprised. Man could barely spell his own name.
Stefan: I'm really sorry that it won't be of any help with your diabolical plan, the sequel. [Damon smirks.] You know, I could help you.
Damon: You? Help me? Aw, I don't know. Seems a little unnatural.
Stefan: I'll do anything to get you out of this town, even release Katherine.
Damon: What about the other 26 vampires?
Stefan: No, no, no. They can't come. They have to stay put, but Katherine, I would consider that.
Damon: What are you doin'? Hmm? What's your angle?
Stefan: Think about it.
Damon: Why would I trust you?
Stefan: See that's your problem, Damon. You apply all of your shortcomings to everybody else. If history's any indication, there's only one liar among us.

[Stefan grimaces at Damon, pats the journal, and leaves the room.]

Gilbert Residence

[Elena is in her bedroom, adding the finishing touches to her '50s hairstyle. She walks into the bathroom and blow dries her hair as she pulls a round brush through it. In her bedroom, Elena has left the vampire compass on her bed. Suddenly, the needle starts to whirl around, but Elena cannot hear it over the noise of the blow dryer. Elena, satisfied with her hair, turns the dryer off and walks out of the bathroom. The needle of the compass is pointing at her closet which Elena is heading towards. She opens the closet, dramatically the compass starts whirring again, and no one is hiding in the closet. Elena retrieves a pink scarf from a hanger. Elena shuts the closet door and walks over to her doorway, poking her head into the hall.]

Elena: Hey, Jenna. Jenna? Jeremy?

[No one responds to Elena. The compass's needle continues to spin around and Elena, hearing the noise, turns her head towards the compass. She finally sees the needle spinning out of control. Elena walks over to the bed, quickly, and picks up the compass, looking at the needle. She picks up her phone and dials Stefan's number before quickly walking out of the room.]

Salvatore Boarding House

[Damon, still sitting at the desk, hears Stefan's phone go off. He walks over to it and picks it up, seeing that it's Elena.]

Damon: Stefan's phone. How may I help you?

Gilbert Residence

[Elena quickly walks down the stairs and anxiously speaks to Damon.]

Elena: Where is he?
Damon: He's on his way to you. Forgot his phone.

[Elena stops in the living room.]

Elena: [sighs] Oh, thank God. This compass was spinning. [Right above Elena, Noah is braced to the ceiling looking down at Elena.] Stefan must be here. Thank you.
Damon: You're welcome.

[Elena hangs up. Suddenly, Noah jumps down from the ceiling. Elena spins around and gasps. Noah grabs Elena and extends his fangs, getting ready to bite her neck. Elena screams. Before Noah can bite her, Stefan yells from the kitchen and rushes in.]

Stefan: Elena!

[Stefan pulls Noah off of Elena and throws him over the couch. Elena loses her balance and falls to the floor. Stefan looks down at her, worried. Noah grunts and gets up from the floor and vamp-speeds out of the house. When Stefan is certain that Noah won't be returning, Stefan dashes over to Elena. Elena pushes herself off the floor and Stefan embraces her. Elena, still frightened, tightly holds on to Stefan.]

Stefan: Are you ok? Are you ok?

[Elena looks at the front door, still worried that her attacker will return.]

[Stefan and Elena have been joined at the house by Damon. Damon paces around the living room while Stefan and Elena sit on the couch next to each other.]

Damon: How did he get in?
Elena: He was invited in.
Stefan: He posed as a pizza delivery guy last night.
Damon: Well, he gets points for that. Did he say what he wanted?
Elena: No. He was too busy trying to kill me.
Stefan: And you have no idea who this is?
Damon: No. [Stefan looks unconvinced] Don't look at me like that. I told you we had company.
Elena: You think there's more than one?
Damon: We don't know.

[Damon sits on the arm of the couch.]

Stefan: Damon, he was invited in.

[Damon nods, understanding what Stefan is hinting at.]

Damon: Then we go get him tonight. [to Elena] You up for it?
Elena: What do I have to do?
Damon: Let your boyfriend take you to the dance. We'll see who shows up.
Stefan: That's a bad idea.
Damon: Till we get him, this house isn't safe. For anyone who lives in it. It's worth a shot.
Elena: I'll do it.

[Stefan looks anxious. Damon nods, agreeing. Elena grabs Stefan's hand in her own and looks at him.]

Elena: I'll be with the two of you. I'll be safe.

[Stefan nods and looks up at Damon, who shrugs his shoulder.]

Mystic Falls High School

[The '50s dance. The students of Mystic Falls are dressed in their best '50s getups and dancing to "This Magic Moment". Caroline and Bonnie are dancing together on the dance floor. Elena and Stefan, arms linked, walk into the dance, with Damon standing on the other side of Elena. They look around the dance floor for any sign of danger. Alaric spots Damon from the other side of the room and the smile falls from his face as he recognizes who Damon is. Suddenly, Jenna approaches Alaric.]

Jenna: Alaric.
Alaric: Hey, look at you.
Jenna: I figured I'd stand out less if I dressed up.
Alaric: Heh heh. Liar.
Jenna: Ok, I'm a sucker for the decade dance. I went to school here, you know. They do the sixties and seventies, too, FYI.
Alaric: Oh. Can't wait. Can I get you a drink? I hear the punch is real boss.

[Alaric smiles and the two of them share a laugh. Alaric and Jenna walk off together.]

[Elena is standing by the punch bowl, nervously fidgeting with her earring. Caroline and Bonnie approach her.]

Elena: Having fun?
Caroline: No, but this took about two hours, so I'm at least staying half of that.

[Caroline and Elena laugh. Bonnie looks off into the distance.]

Bonnie: What's Damon doing here?

[Elena and Caroline turn to look at Damon, who is standing with Stefan. Elena turns back around.]

Elena: He wanted to come. I promise. He'll behave.
Caroline: So what is this, like, a threesome now, you and the Salvatore brothers?
Elena: No, but if I'm gonna be with Stefan, then I have to learn to tolerate Damon. It's not like I can kill him.
Bonnie: [still staring at Damon] There's a thought.
Caroline: Mmm. I'll help.

[Caroline and Bonnie clink their glasses together. Elena looks down, trying hard not to smile at her friends' comments.]

[Alaric and Jenna walk across the dancefloor, punch cups in hand.]

Jenna: I'm really starting to see a change in Jeremy. Finally.
Alaric: Uh, losing someone you love so suddenly, the, uh—the trauma and the grief there are some of the tougher things he'll face in life.

[They stop in front of the projection screen and face each other.]

Jenna: From someone who knows. You have no idea what happened?
Alaric: That's the hard part, not knowing.
Jenna: Is it ok to talk about your wife?
Alaric: Heh. There's not much to talk about.
Jenna: That must be impossible to deal with, not having any answers.
Alaric: I'd be lying to you if I told you it didn't keep me up at night. Wondering why, by who.
Jenna: Maybe one day.
Alaric: Hope so.

[Alaric looks off into the distance.]

Alaric: I hope so.

[Alaric is shown to be looking at Damon, who is standing across the room, his arms folded over his chest.]

[Bonnie and Caroline are still mingling around the punch bowl. Damon approaches them.]

Damon: Hi, Bonnie. Wanna dance?
Bonnie: I'm out of here.

[Bonnie and Caroline look at him with disgust. Bonnie starts to walk away but Damon blocks her with his body.]

Damon: Please give me another chance.

[Bonnie doesn't respond and moves around Damon, walking away from him. Caroline glares at Damon.]

Caroline: Back off, Damon.

[Caroline follows Bonnie. Damon watches them leave. Stefan and Elena approach Damon.]

Elena: Where did they go?
Damon: I don't know.
Stefan: What did you say to them?
Damon: I was perfectly polite. Elena...Would you like to dance?
Elena: I would love to.

[Elena looks up at Stefan.]

Elena: May I have this dance?

[Stefan lends her his arm and she takes it. Elena looks up Damon with a devilish smile. Damon rolls his eyes. Elena and Stefan go onto the dance floor. Stefan twirls Elena around and pulls her into him. Elena wraps her arms around his neck, smiling brightly, as they sway to the music. Across the room, Noah, the boy with the hoodie, watches Elena.]

[Elena and Stefan are still on the dancefloor. Elena still has her arms wrapped around Stefan's neck and Stefan has his hands placed on her hips. While they dance, Stefan looks around for any signs of the vampire.]

Elena: Shouldn't you guys be able to sense each other or something?
Stefan: No. Doesn't work that way. See him anywhere?
Elena: Not unless he has a pompadour.
Stefan: Heh. Wow. Not one of the better fashion trends.
Elena: Come on. I'm sure you looked great back then. Are there pictures?
Stefan: No. Burned. Buried.
Elena: Seriously, what was it like, the fifties? Cause in my mind, I have this picture of somewhere between "American Bandstand," "Grease." It's all varsity sweaters and milkshakes.
Stefan: Well, that and, you know, McCarthyism and segregation and nuclear arms race.
Elena: Ok, but there were poodle skirts?
Stefan: There were poodle skirts.

[Stefan spins Elena around and pulls her back in.]

Elena: [smiling] You're so teaching me how to do the hand jive.
Stefan: No. That's not gonna happen.
Elena: Ooh!

[Elena rests her head on Stefan's shoulder as Stefan continues to watch out for the vampire.]

[Across the room, Jeremy is manning the punch bowl. Anna comes out of nowhere and walks up to him.]

Anna: You neglected to mention this was a theme party.
Jeremy: What are you doing here?
Anna: Well, seeing as you also neglected to invite me, I took matters into my own hands.
Jeremy: You're doin' that thing again.
Anna: What thing would that be?
Jeremy: That thing where you pretend we're dating, even though we're not.
Anna: [sarcastically] Oh, you mean stalking. Yeah. [laughs] Get over yourself. Come on. I've never been to a school dance before. Humor me.

[Jeremy smiles at Anna.]

Mystic Grill

[Matt is bussing tables at the Grill. He looks up as Caroline and Bonnie enter, still in their '50s garb. Bonnie looks earnestly up at the bar.]

Bonnie: Let's sit up there.

[Caroline stops and crosses her arms, teasing Bonnie.]

Caroline: Be a little more obvious, Bonnie.
Bonnie: Don't rain on my hot-guy parade.

[Without them noticing, Matt has come up behind them, carrying dirty dishes in a bin.]

Caroline: What? It's just a drizzle. Ben McKittrick? Really?
Bonnie: He's hot.
Caroline: He's a washed-up jock who pours drinks for a living. You could do way better.

[Matt, having paused to hear the conversation, looks down and walks past Caroline, who finally notices him.]

Caroline: Hey.
Matt: [without looking at her, tonelessly] What's up?

[Caroline's smile falters at his lack of enthusiasm of seeing her.]

Mystic Falls High School

[Stefan and Elena, both smiling broadly, continue to dance to a fast paced song. Damon watches them from off the dancefloor. Alaric approaches Damon.]

Alaric: Yeah, I don't recognize you. How'd you get roped into chaperoning? Alaric Saltzman. I'm the new history teacher.

[Alaric and Damon shake hands.]

Damon: Ah, the, uh, cursed faculty position.
Alaric: So I've been told.
Damon: Damon. Salvatore.
Alaric: Salvatore, as in, uh, Stefan?
Damon: He's my little brother. I'm his legal guardian, hence the chaperoning.
Alaric: I hear he's very bright, not that I've had a chance to see for myself.
Damon: Well, his attendance record's a little spotty. Family drama.
Alaric: No parents?
Damon: Mm, it's just the two of us now.
Alaric: You, uh—you live here your whole life?
Damon: On and off. Travel a bit.
Alaric: Really? Where? Around the states? [Damon looks at him with raised eyebrows] Heh. I'm sorry. I'm nosy. I...I don't mean to pry. Look, it was nice meeting you.
Damon: You, too.
Alaric: Enjoy the rest of the dance.

[Alaric pats Damon on the arm and walks past him. Damon watches him leave.]

Mystic Grill

[Caroline and Bonnie are sitting at a table. Bonnie stares at Ben behind the bar and Caroline sulks.]

Caroline: Tonight was so much better on paper.
Bonnie: Ah, you're just feeling sorry for yourself. Go and talk to him. Be bold and fearless.
Caroline: Yeah, this coming from the girl who's been eye stalking the bartender.
Bonnie: You're right.

[Bonnie boldly gets up and walks over to the bar. Caroline watches her, looking impressed. Bonnie stops in front of the bar and speaks to Ben.]

Bonnie: Hi.
Ben: Twice in one day. Lucky me.
Bonnie: I'm proving something to my friend.
Ben: Oh, yeah? What's that?
Bonnie: That you don't have to sit around and wait for a guy to come up to you.
Ben: Does that mean that you're asking me out on a date?
Bonnie: Does that mean you want me to?
Ben: Well, what did you have in mind?
Bonnie: [hesitates] Do you like karaoke?
Ben: No. [Bonnie looks hopeless.] But I would really like to go on a date with you.

[Ben leans closer towards Bonnie and smiles. Bonnie smiles back, flirtatiously. Back at their table, Caroline watches with disdain. Matt walks past her table, but completely ignores Caroline.]

Caroline: Seriously?

[Matt stops and looks at her.]

Matt: Is that for me?
Caroline: Do you see anyone else in the vicinity?
Matt: Do you need something?
Caroline: Are you mad at me or something?
Matt: No, Care. I'm not mad. I...
Caroline: Well, then why are you being so weird?
Matt: I'm not. I'm working.
Caroline: You're avoiding.
Matt: No. I have a table to clean. You know, that's the kind of thing that washed-up jocks do to make a living.

[Matt walks away. Caroline, realizing that he heard what she said earlier, sighs.]

Mystic Falls High School

[Anna carries three stacks of paper cups over to Jeremy who takes them from her.]

Jeremy: You don't go to school here. You know, you don't have to help.
Anna: Oh, I don't mind. It's fun. Oh, um, yeah. Before I forget, can I borrow your ancestor's journal?
Jeremy: Why?
Anna: You said I could read it.
Jeremy: Uh, I don't have it.
Anna: Oh. Well, obviously you didn't bring it here, uh, but I can walk you home.
Jeremy: No. I mean, I gave it to my history teacher.
Anna: Wait. Why did you give it to him?
Jeremy: Because he wanted to read it.
Anna: You know, you shouldn't be giving that to just anybody.
Jeremy: But I should give it to you?
Anna: Loan. Loan it to me.
Jeremy: Well, I loaned it to Mr. Saltzman.
Anna: Maybe he's in his classroom. We can get it back.
Jeremy: What's the big deal with this stupid journal?

[Jeremy leans across the table towards Anna. Suddenly, Anna's eyes begin to change.]

Jeremy: [confused] Your eye.

[Anna blinks and turns around.]

Anna: Um, there's something in it. Forget it. I...I gotta go.

[Anna leaves.]

[Elena and Stefan are swaying on the dancefloor and looking around for the vampire.]

Elena: Maybe he's not gonna show.
Stefan: You mean we did all this dancing for nothing?

[Elena throws her head back and moves her hands down to Stefan's chest.]

Elena: Ahh. The horror.

[They both smile.]

Stefan: I'm really sorry for all this.
Elena: It's my choice. I decided to be here. I officially signed up for it, so I don't wanna hear you apologizing anymore.

[Elena makes her point by poking Stefan in the chest as she says the last few words. Suddenly, the music starts to pick up. Stefan looks up at the speakers, realizing he will have to dance faster. Elena smiles broadly, grabs Stefan's hands and starts to twist her hips, but Stefan remains still.]

Elena: Show me how it's done in the fifties.
Stefan: Uh, no.
Elena: Come on. One move?

[Stefan shakes his head. Elena nods persistently. Stefan shakes his head again. Elena groans and starts to walk off the dancefloor, but Stefan grabs her by the arm and twirls her back towards him. He picks Elena up and dips her on one side and then the other, holding her in the dip for a moment. Elena smiles up at him, surprised. Stefan straightens them back up and places Elena on the floor, grabs her face in his hands, and kisses her with intense passion.]

Stefan: Now you remember that, because it's never gonna happen again.

[Elena giggles and they kiss again.]

[Anna is walking down the darkened corridors of the school. She stops at the end of one and sees Noah at the other end. Anna vamp speeds over to him. He looks down at her with a devilish smile.]

Noah: What are you doing here?
Anna: Trying to get the journal, as in sticking to the plan, something you're not doing. [sighs] Leave the girl alone.
Noah: I like her. She looks like Katherine.
Anna: She's not Katherine. Ok, Katherine is in the tomb.
Noah: I know, but until we open that tomb, I got her to play with.
Anna: Don't be stupid. That girl is with the Salvatore brothers.
Noah: They don't scare me. They never have.
Anna: Please, Noah. Don't do this. You're gonna ruin everything.
Noah: You got nothing to worry about. I'm not gonna let anything happen to you. You will get what you came for. Just let me have my fun. [says as if it's an acceptable excuse] She looks like Katherine.

[Noah walks past Anna, placing his hood over his head.]

[Back out on the dancefloor, Damon has found a girl to dance with. He gropes her bottom and they glide across the dancefloor. Elena watches from the punch bowl with Stefan. She laughs and looks up at Stefan.]

Elena: You really can't take him anywhere, can you?
Stefan: Uh, no.

[Elena looks across the floor and sees Noah in his hoodie. She turns back to Stefan.]

Elena: Stefan, the back corner.

[Stefan looks in the corner.]

Stefan: Get Damon.

[Stefan quickly walks across the dancefloor, pushing students out of his way. The boy in the hoodie has exited the dance and walks down a crowded corridor into another darker corridor. Stefan enters the corridor and sees the boy turn the corner. Stefan jogs after him, then when they are in the darkened corridor, he vamp speeds over to the boy, grabs him by his hoodie and slams him into the lockers.]

Boy: [without expression] What did I do?

[Stefan looks at the boy, confused.]

Stefan: Where is he?
Boy: I was getting a soda, and then this guy gave me his hoodie.

[Stefan looks around, realizing he's been tricked into leaving Elena alone.]

[Elena walks across the dancefloor, searching for Damon. Her cell phone rings. She takes it out of her pocket and answers it.]

Noah: Hello, Elena. [Elena pauses on the floor, terrified.] Here's what you're going to do. [Elena looks around her for the source of the call.]There's an exit door behind you. You have five seconds.
Elena: No.
Noah: Or your brother dies.

[Elena looks over at the punch bowl where Jeremy is serving punch. Elena sees Noah standing near him, on his phone with Elena.]

Noah: I can snap his neck so fast I bet there's not even a witness. Now, start walking.
Elena: [starts backing up towards the door] Don't you dare touch him.
Noah: Keep walking. Through the door.

[Elena keeps walking backwards across the floor. Noah starts walking past Jeremy. Elena, worried, continues to watch him, but Noah passes Jeremy without even touching him. Elena hangs up her phone and runs out the exit. Elena runs down the corridor, looking behind her to see if Noah is following. She turns into another corridor and comes to a set of doors. She attempts to open the doors but they are chained shut. She turns back around and sees Noah walking calmly towards her. Elena rushes down a different corridor and opens the door to the cafeteria. She runs across the room and tries to open another set of doors which are also locked. Across the room, Noah flings open a set of double doors and before Elena can move, he vamp-speeds towards her. Elena attempts to bolt but Noah grabs her by her hair and Elena screams and struggles to get away. Noah pulls her in towards him then throws her across a table. Elena lands hard on the floor. Noah tosses the table aside and strides towards Elena. Elena frantically grabs at a pencil on the floor and sits up. Noah grabs Elena from off the floor and pushes her against the wall. He extends his fangs and prepares to bite her, but Elena stabs him in the stomach with the pencil. Noah, unprepared for this, takes the pencil out of his stomach and starts towards Elena again. Elena prepares to attack again and Noah raises his hand to defend himself, but Elena's pencil weapon goes straight through the palm of his hand. Noah looks down at his hand and while he's distracted, Elena stabs him with another pencil and pushes Noah to the floor. As Noah struggles to get up, Elena walks backwards and bumps into a mop bucket. She turns around and grabs the mop from the bucket and uses her knee to break the handle in two to create a stake. Noah rips the pencil out of his hand and gets up. As he advances towards Elena, she thrusts the stake towards him, but he is too quick and grabs her wrist. Noah takes the stake out of her hand and tosses it aside. He then goes in to bite her neck. Elena screams, but before Noah can bite her, Stefan rips him away from her and tosses him to the ground. Noah gets up from the floor.]

Damon: Hey, dickhead. [Noah looks back at Damon, who has a stake in his hand.] Nobody wants to kill you. We just wanna talk.

[Noah smiles and rushes back towards Elena. Damon throws the stake to Stefan, who grabs it and stakes Noah in the stomach. Noah grunts and falls to his knees. Damon walks over towards Elena and Stefan so they can interrogate Noah.]

Stefan: Now you feel like talkin'?
Noah: Screw you.

[Stefan digs the stake in deeper. Noah groans in pain.]

Stefan: Wrong answer. Why are you doing this?
Noah: Because it's fun.

[Stefan digs the stake in a little bit more.]

Stefan: What do you want with Elena?
Noah: She looks like Katherine.

[Stefan, Elena, and Damon all look shocked.]

Damon: You knew Katherine?
Noah: Oh. You thought you were the only ones. [laughs and gasps] You don't even remember me.

[Damon leans over towards Noah.]

Damon: Tell me how to get in the tomb. Hmm?
Noah: No.

[Stefan leans back down and drives the stake in deeper.]

Noah: The grimoire.
Damon: Where is it?

[Stefan drives the stake in deeper. Noah gasps.]

Noah: Check the journal. The journal. Jonathan's journal. Jonathan Gilbert's.

[Outside of the cafeteria, Anna looks in, looking helplessly as Noah is tortured. Damon stands up and grimaces.]

Stefan: Who else is working with you?

[Out in the hallways, a door open. Anna hears this and runs off before she is caught. Alaric appears from down the corridor and walks towards the cafeteria.]

Damon: Who else is there?
Noah: No. You're gonna have to kill me.

[Damon looks at Stefan, rolls his eyes, and nods. Stefan removes the stake from Noah's stomach. Stefan waits for a moment then stakes Noah in the heart. Elena gasps in shock. Noah falls to the floor and begins to desiccate.]

Elena: What do we...how are you gonna find the others now?
Damon: He had to die.
Elena: But...
Stefan: Elena, he's been invited in.

[They hear a door open and see Alaric coming through one of the door's windows. Stefan looks at Damon.]

Stefan: Go. I got this.

[Damon walks out of the cafeteria. Stefan wraps his arm around Elena, comforting her. Outside, Alaric is quickly walking down another corridor. Damon turns the corner and sees him. He vamp speeds in front of Alaric and Alaric stops abruptly.]

Alaric: [clears throat] Hey.

[Damon starts to compel Alaric.]

Damon: What were you doing?
Alaric: Looking for Ms. Hilden.
Damon: Why are you in Mystic Falls?
Alaric: I got a job as a teacher.
Damon: Do you know what I am?
Alaric: You're my student's brother.
Damon: Is everything you're telling me the truth?
Alaric: Yes.
Damon: Then forget we had this conversation.

[Damon walks away. Alaric stands still for a moment, shaken by the encounter, he looks down at his closed hand and opens it, revealing that he has vervain.]

[Stefan and Damon are leaning against a doorway, facing each other, in a corridor, as they talk about the night's events.]

Damon: There's no way that idiot was workin' alone.
Stefan: You are. [Damon grimaces at him.] So the grimoire...That was Emily's, right? That's what you need to reverse the spell. When the founding families burned her, they took her things, and you were hoping that dad's journal would tell you where it is.
Damon: Look at you puttin' the pieces together. Good for you. I was half-right. Well, it's out there now. Let the games begin.
Stefan: My offer still stands.
Damon: Yeah, with some hidden caveats, no doubt.
Stefan: No. Nothing hidden about it. No lies. No deception. I'm there when you open up that tomb, you and Katherine go, and the other 26 vampires die.
Damon: If I agree?
Stefan: I'll help you.
Damon: Why should I trust you?
Stefan: Because I'm your brother.
Damon: No, that's not gonna cut it.
Stefan: Because I want you gone.

[Damon pauses for a moment, thinking if this is an acceptable reason to trust Stefan. Then he nods.]

Damon: Ok.

[Stefan nods, sealing the terms to their agreement.]

Mystic Grill

[Matt is cleaning off a table when Caroline walks up to him.]

Caroline: Look I said something stupid. I'm sorry, but I wasn't even talking about you.

[Matt walks off to clean another table and Caroline follows him.]

Matt: Yes, you were, Caroline. Ben could easily be me. We're just alike.
Caroline: That's not true. Are you seriously mad about this? Matt, you know me. Ok, I say stupid things without thinking, and then I have to apologize and take it back, and...I'm a terrible, awful person, but I'm working on it.
Matt: Look, can we just not do this right now?
Caroline: Ok. When do you get off?
Matt: Look, this thing that we've got, it's nice, and it feels really good, and I know you want to take the next step.
Caroline: How do you know that? Have you even asked me?
Matt: I'm...I'm not over Elena. I mean, I don't know if I am, but if we go there, then it could mess things up, and we might lose this, and this is the only good thing I've got going for me right now. So if it doesn't work, I'll just disappoint you and hurt you, and I don't wanna do that.
Caroline: Well, big problem, Matt, because you took the next step all by yourself, and you played the whole thing out in your head, and you decided to bail before even giving it a shot. So this really great thing that we have, don't worry about losing it, 'cause it's already gone.

[Caroline storms out of the Grill. Matt looks displeased with himself as he watches her go.]

Gilbert Residence

[Alaric and Jenna walk up the stairs of the front porch and stop outside the front door. Jenna hands Alaric his letter men jacket which she had slung over her shoulder.]

Jenna: Thank you. I needed that.
Alaric: Well, thank you for—for coming. I...I really appreciate it. You made the evening much more...Well, you made it, period.
Jenna: I'm glad I could help.
Alaric: And thank you for putting up with all that wife talk. I...I gotta stop doin' that. It doesn't bode well for dating.
Jenna: Is that what this was, a date?
Alaric: No, definitely not a date.
Jenna: Oh.
Alaric: But Friday...You, me, and dinner and a movie, that could be a date. How about it?
Jenna: [smiles] Works for me. [laughs] Uh, you can talk about your wife all you want. It's gonna take time to heal. We should just be ourselves.
Alaric: Still, I think I'll keep the Isobel talk to a minimum.
Jenna: Isobel?
Alaric: Yeah. That was her name.
Jenna: Where was Isobel from?
Alaric: Virginia. I mean, not too- -not too far from here, actually.

[Jenna looks at Alaric as if something has clicked into place.]

Mystic Falls

[Caroline walks down a street, her arms folded across her chest. Matt drives up in his truck and yells to her.]

Matt: Caroline!

[Caroline looks over at him, but continues walking.]

Matt: Care, get in the truck.

[Caroline scoffs and continues to walk. Matt stops the truck, puts it into park, and jumps out. Caroline starts to cross the street in front of Matt's truck as Matt runs towards her. Caroline unfolds her arms.]

Caroline: [angrily] What?

[Matt takes Caroline's face in his hands and kisses her. He pulls away, but keeps his hands on her face.]

Matt: This'll never work.

[They both smile and proceed to kiss again and again.]

Gilbert Residence

[Elena sits on the couch, pulling her scarf through her hands. Stefan is in the kitchen, making tea for Elena.]

Stefan: Doing ok?

[Elena turns around and looks at him.]

Elena: Is it weird if I say yes?
Stefan: Is it true?
Elena: I should feel more upset or scared or something, but I...feel kind of exhilarated.
Stefan: It's the adrenaline. You'll crash soon enough.

[Stefan walks back into the living room.]

Elena: Yeah, I guess. [smiles and says proudly] I fought back tonight. It felt good.
Stefan: I wish you didn't have to fight at all.
Elena: Still...

[Stefan sits down next to Elena and hands her the mug of tea which she gratefully takes. Elena puts the mug to her lips to take a sip. Stefan turns to her and places his hand on her leg.]

Stefan: I need to tell you something, and I don't know how you're gonna feel about it.

[Elena pulls the mug away from her mouth and looks concerned.]

Elena: What?
Stefan: I told Damon that I'd help him get into that tomb to get Katherine back. But it was a lie. I let him believe that he could trust me.
Elena: Well, then why would you be worried about telling me?
Stefan: Because he can be very persuasive, and you two have bonded lately.
Elena: [scoffs] That doesn't mean I trust him. It's gonna take a lot more than just a road trip and a rescue for me to forget who Damon is and everything he's done.
Stefan: I don't wanna be his enemy, Elena, but I can't let him do it.
Elena: Then don't, and I'll help you, whatever it takes. Ok?
Stefan: Ok. Come here.

[Stefan wraps his arms around Elena and pulls her in. Elena snuggles into Stefan's shoulder.]

Mystic Grill

[Ben exits the Grill. Across the street, someone watches him. Ben locks the Grill up and starts to walk down the street. Behind him, Anna stands at the corner, her eyes become red and veiny and she vamp speeds at him, opening her mouth to bite him. Ben screams and grabs Anna, pushing her against a wall. Ben is revealed to also be a vampire.]

Ben: Don't sneak up on me.
Anna: You love it.

[Anna pushes Ben off of her, playfully.]

Ben: Where's Noah?
Anna: His obsession got the best of him, and so did the Salvatore brothers.
Ben: They killed him?
Anna: Tortured and staked.
Ben: You're not very upset.
Anna: I warned him, Ben, and he was just gonna screw everything up anyway. Let's be honest, he wasn't exactly an asset. How'd you do?
Ben: Oh, the witch is totally crushing on me. Did you get the journal?
Anna: No, but I know where it is, and I'll get it.

[They smile at each other, then Ben leans down and kisses Anna. They pull apart and continue to smile at one another. Ben places his arm around Anna's shoulder and they walk off down the street together.]

See More

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This transcript outlines dialogue of a copyrighted television program. As such, falls under the same copyright laws as the program it is taken from. It is believed that the use of such copyrighted material, owned by the companies or corporations that produced it, The CW Television Network, will be used under fair use in the United States and fair dealing in the United Kingdom. It should therefore be considered the intellectual property of both corporations. Other third parties may hold intellectual rights over this image as well.
The Vampire Diaries, The Originals, The Originals: The Awakening are all © of The CW and it's parent companies, Warner Brothers and CBS.

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