Inside the motel room, Jeremy asks Elena what's up with her and Damon. Elena tries to pretend that there's nothing, but Jeremy tells her Rose said something. Damon enters the room before Jeremy can offer specifics, and asks the Gilberts if everything is okay in there. Elena lies that it's fine. Damon says he's going to freshen up and suggests the siblings get some sleep until Rose returns.

Klaus Haus. Rebekah doesn't understand how Esther could be dying, since the witch Ayana preserved her body with a spell. Esther answers that when Abby died, her connection to the Bennet line was severed, so now she's weakening. Rebekah's not interested in keeping her murderous mummy company during her last hours. Esther argues that she's spent a thousand years watching over Rebekah through good times and bad. Not a day has gone by that she wasn't right there with her daughter. Rebekah says, "And yet you still tried to kill me?" Esther: "Because it shouldn't have been a thousand years, Rebekah. No one should live that long." Rebekah says she hasn't lived at all. Okay, I know I'm supposed to be touched, but if Rebekah hasn't managed to make hay while the sun shone for however many of the thousand years she's been around, that's her own damned fault. Elijah's lived. Klaus has lived. Klaus kept Rebekah with him and daggered her here and there, but please get off the pity pot, Becky. I am so sick of your whining. Esther tells Rebekah she's "so so sorry" and takes her daughter's hands. Esther starts to tremble and falls to the floor. Rebekah looks down at her. Klaus enters and asks what's going on. Rebekah says, "She's dead."

Lockwood Dungeon. After the loving, Tyler and Caroline share some spider-crawling pillow talk. He needs to prove his sire-bond to Klaus has been broken by testing it. He feels different and freer -- way more himself. And it seems he achieved that feeling by turning about 100 times while he was off in the Appalachian Mountains. Caroline tells Tyler they've got another problem. She explains about how Matt killed Finn, and they then learned when an Original dies, his whole vampyric bloodline dies. Damon so doesn't care about Tyler as long as the Fellowship of the Falls can off Klaus without offing the Salvatore/Forbes/Bennett line. Like everyone else, Tyler assumes if Klaus dies, he'll die too. I say we don't know that, since Tyler was a werewolf before he was a vampire.