Bonnie is barely alive. Stefan saves her by opening a vein and feeding her his blood until she gags on it. Elena watches as the wound on Bonnie's neck closes.
Caroline's Room: Matt climbs in her window and scares the hell out of her. He digs the hole a little deeper when he explains why he's there. "Earlier today, I lied [...] about being in bed with you. We... we cuddled and it creeped me out." Gee, why couldn't Elena make it work with him? Caroline wants to know if he just came over to insult her, because it's been a really long night. Matt says, "No -- it's just that -- I don't like you." Caroline and I stare at him, with our arms crossed. "I never have, but... it was nice." Caroline nods and then shakes her head, because really, what can you say to this shit? "Being in bed with you - it felt nice." Okay, Matt. Just climb back out the window, m'kay. We'll forget all about this and next week you can go back to being our practically perfect Pudding Pop. He can't hear me. "And so I was thinking about it, and I thought that I should tell you that I stayed the night because you were all sad and alone and I felt bad for you." Caroline thanks him for making her feel like a charity case and tells him he can leave any time. Matt tries again. "No, because -- I know With Vicki gone and my mom off with Pete Whoever, it's just me. So -- I know" This really doesn't work for me, but Caroline's eyes meet his and she nods and almost imperceptible nod.
Woods: Damon sits alone on a rock, or a stump or a magical toadstool or something, looking as broken as he does lovely. When Stefan approaches, Damon tells him that Katherine never compelled him to love her. He knew everything -- every step of the way. "It was real for me." A beat. "I'll leave, now." Over at Elena's car, Bonnie is trying to understand what happened. She remembers Damon and his vamp face as he attacked her. Elena tries to change the subject by asking if she's okay. Bonnie is, but she doesn't know where all the blood came from. When Stefan approaches, they fall silent, so he assures Bonnie he won't hurt her. Bonnie demands that Elena tell her what's going on. Elena promises she will, once they get out of there. With Bonnie safely (more or less) tucked in the car, Elena asks Stefan if Bonnie is in danger of turning into a vampire. Stefan explains that as long as she stays alive until his blood passes out of her system, she won't vamp. Elena nods and tells Stefan that she has to tell Bonnie the truth. She can't live in secret. Stefan tells her she shouldn't have to. Elena says, "You saved her life." Stefan looks down, all humble-like, so Elena adds that although she thought she couldn't be with Stefan, she now totally can. "I can do this." Stefan allows her to take his hands, but he shakes his head no. "I can't. I have to leave, Elena. Too many people have died. Too much has happened." Elena's all like, no way, I call the shots, bucko, but Stefan's made up his mind. He never should have come back and he can't be a part of her life. Elena pleads with him to stay, but he won't. He kisses her hand, caresses her cheek and bids her farewell. When he walks away, she's all don't walk away from me, bitch, but he keeps going -- through the fog -- through the night.