Matt (Zach Roerig) and Caroline (Candice Accola) are surprised by the sudden reappearance of Matt's mother Kelly (guest star Clarke). Stefan (Paul Wesley) and Elena (Nina Dobrev) are worried about Damon's (Ian Somerhalder) new attitude. Damon is asked by Sheriff Forbes (guest star Marguerite MacIntyre) to take part in a fund-raising bachelor auction. Alaric (Matt Davis) discovers shocking secrets from his own past. With help from Jenna (Sara Canning) and Stefan, Elena is determined to find out everything she can about her birth mother, but the truth may be more than she can handle. Josh Butler directed the episode written by Brian Young.