Elena and Alaric head to Tennessee, where they believe Klaus is trying to create hybrid slaves, and Damon joins them. Ray and his werewolf pack suffer horribly after Klaus tries to turn them into hybrids. Damon, Alaric and Elena come across Ray, whose wolf side is activated by the full moon. Damon leads him away from the others and is almost bitten, but Stefan arrives, kills Ray, and tells Damon to protect Elena. The attempt to create hybrids fails when all of the werewolves die. Tyler realizes that his mother has captured Caroline. He makes her witness his transformation into a werewolf, and Carol realizes that Caroline is not a monster. She calls her accomplice Bill and tells him not to harm Caroline, but Bill brushes her off. Caroline, who is locked up, calls Bill "Daddy" when she sees him.