Reeling from the death of her parents, 17-year-old Elena becomes interested in a handsome new student named Stefan, who's hiding a dark secret.

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Elena goes to the Salvatore house to talk to Stefan, but finds Damon there instead, who reveals surprising information about Stefan's past. Vicki begins to remember the attack.

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Elena invites Stefan and Bonnie to dinner, hoping that the two will bond, but the evening is disrupted by the unexpected and unwelcome arrival of Damon and Caroline.

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Stefan escorts Elena to the town's Founder's Party. At the party, Damon tells Elena a story about the Salvatore family, leaving Elena with questions Stefan refuses to answer.

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Stefan is hopeful of his plan to get rid of Damon, and decides to reveal parts of his past to Elena. Bonnie seeks advice from her grandmother (Jasmine Guy - A Different World).

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In flashbacks, Stefan reveals to Elena the Salvatore family history, including how his rivalry with Damon began. In the present, Damon impulsively takes control of Vicki's future.

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Bonnie's abilities surprise Damon. Elena asks Jeremy not to see Vicki. Matt takes Vicki to the high school Halloween dance, but the night takes a terrifying turn.

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Stefen gets a surprise visit from old friend Lexi. Caroline tries to get Damon's Medallion back from Bonnie.

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Jeremy gets a break from the mysterious new history teacher, Alaric Saltzman (Matt Davis - Blue Crush). Damon reveals to Stefan the stunning reason he returned to Mystic Falls.

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When Sheriff Forbes (Marguerite Macintyre) tells Damon of another attack, he offers to track down the killer, learning startling information about the town's founding families.

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Damon goes to Georgia to suprise an old flame, Bree (Gina Torres - Standoff, Firefly), and enlist her help. Meanwhile, Stefan uncovers a startling clue to the past.

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The Mystic Grill's Ben (Sean Faris) comes to Bonnie's aid. Damon and Stefan accompany Elena to a school dance with a 1950s theme. Alaric (Matt Davis) introduces himself to Damon

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Stefan and Damon recall the incidents that led to the rift in their relationship.

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Jeremy asks Anna (Malse Jow) to a party in the woods. Stefan, Damon and Elena work with Bonnie and Grams (Jasmine Guy) to open the tomb, and are shocked by what they discover.

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Recurring guest star Melinda Clarke appears as Kelly, Matt's long - lost mother. Damon is ask by Sheriff Forbes (Marguerite Macintrye) to be part of a fundraising bachelor auction.

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Anna (Malse Jow) brings a surprising guest to pay a visit to Damon. Elena and Stefan go on an awkward date with Caroline and Matt. Melinda Clarke appears as Kelly.

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Stefan is forced to make a frightening decision. Matt is hopeful that his mom, Kelly (Melinda Clarke) will stay. And, after Caroline's car breaks down in a storm, she makes a horrific discovery that shocks everyone on town

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Stefan displays a rare party attitude and Damon's attempt to find out why Elena's uncle, John Gilbert (David Anders - Alias, 24) has returned to town an ugly turn.

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Elena and Caroline compete in a beauty pageant. Spencer Locke appears as one of the contestants. John Gilbert tries to scare Damon

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Elena learns what happened when Damon and Stefan were turned. Pearl has an ugly confrontation with John Gilbert. Jeremy and Anna get closer.

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Isobel returns to town and stuns Alaric with her attitude and her demands that he arrange a meeting with Elena.

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Damon and Alaric try to stop John Gilbert from setting a plan in motion to brin Founder's Day to an end amid chaos, destruction and death.

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