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.

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.

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.

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).

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.

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.

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

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.

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

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.

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

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

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.

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

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.

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 in town.

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.

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

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

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

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