Elena and Stefan wake up together in her bed and frolic around, while the camera splits between them and Katherine and Mason, who are also making out in a bed elsewhere. Jeremy goes to see Damon and offers to help get rid of Katherine. Preparations are underway for the masquerade ball at the Lockwood mansion and Damon and Stefan ask Bonnie to help them apprehend Mason. Caroline tries to bond with her mother; though Liz comes to accept Caroline and swears that she'll keep her secret, Caroline compels her mother to forget that she is a vampire. Bonnie agrees to help the Salvatores and incapacitates Mason by giving him an aneurysm; he is then taken to the Salvatore house and questioned by Damon and Jeremy. Damon tortures Mason, much to Jeremy's discomfort and protests, and demands that Mason tell him what Katherine's plans are. Mason believes that Katherine really loves him and refuses to talk. Damon tells Mason that Katherine is using him just as she had used Damon, and he eventually kills Mason. Bonnie has a vision of the moonstone's location; it is seen that the moonstone has been hidden in a well by Mason. Stefan searches for it but quickly discovers the well is full of vervain; as the vervain burns him, he screams for help. Caroline and Bonnie arrive and help Elena to rescue Stefan and retrieve the moonstone. Damon tells Katherine of Mason's death, saying that Mason had loved her but apparently had not trusted her with the moonstone, since he had hidden it in the well with vervain. Jenna is found to have been compelled by Katherine and is forced to stab herself as Katherine taunts Elena via a phone call. Elena, shaken by Jenna's injury and fearful of what Katherine might do to her family, decides to break up with Stefan for good. Needing another werewolf, Katherine compels Matt to attack Tyler, so that Tyler will kill Matt and become a werewolf.
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