"Wait, we can't just charge in there." Maria pointed out. "They'd outnumber us a hundred to four."

"Well, we can't just sit here, either." Bonnie said.

"Look, I have a plan. One group will go around one way, the rest of us go around the other, that way, we'll have them surrounded on both sides."

"Okay."

By the time the fight started, it was like chaos had exploded. Maria and Bonnie had managed to drop at least seven of them. Then one came up behind Maria, but she turned around and kicked him off before staking him. "Sorry, but we have enough problems in our town without you causing trouble." She told him.

Caroline was having a little trouble dealing with one of the vampires. She ducked, narrowly avoiding getting hit. She managed to punch him in the jaw, but it did no good. He knocked her back against a tree. Before he could stake her, she heard something. Suddenly, he fell to the ground in pain. Tyler was standing behind him, holding an empty needle.

"Thanks." Caroline said.

"Anytime. Good thing we loaded up on vervain before we left." Then two more vampires approached.

"You have got to be kidding me." She said. She turned to him. "Ready?"

"Let's do this."

Meanwhile, Elena was struggling with a vampire. They were about even, but he was still much faster than her. She was avoiding getting hit, but barely. Then, she turned around and noticed another one behind her. They had her surrounded. Suddenly, one of them went down instantly.

Behind him was Jeremy, holding a crossbow. Elena smiled, then turned back to the other vampire. She kicked him hard in the knee, forcing him to release her arm. But it didn't last long. He was getting back up. Then he was struggling because Stefan had dropped down behind him and restrained him. Taking advantage of the moment, she staked him and Stefan let go. They looked at each other for a moment, then turned back to the rest of the large group.

Matt was really struggling against vampire. He moved to stake him, but barely managed to scratch it's knee with the stake. Suddenly, the weapon was flung out of his hand and he was pinned to the ground. To Matt's surprise, it suddenly fell to the ground in pain.

"Come on, get up." He heard a voice say. The next thing he knew, Allison was helping him to his feet while Nate took care of the vampire. Over Allison's shoulder, he could see Lauren behind the vampire.

"How'd you do that?"

"They're new vampires. They're easier to immobilize than the older ones." Lauren told him.

"Age does come with experience." Allison said.

"Let's not give these guys another chance," Nate said, getting up, and noticing two more headed their way. "Ready, Ali?"

"You bet." She said, smiling. She took her hand in his, then they ran toward them.

"They're a couple?"

"For as long as I've known them." Lauren said. "Ask about the details later." She turned around and tried to bring down another vampire, but it was struggling. Suddenly, she fell to her knees and it was getting up. Matt quickly grabbed the stake where he'd dropped it and pushed it into the vampire's heart. She went down instantly.

"Are you okay?" Matt asked.

"Yeah. They said using too much power at once could be draining sometimes." Lauren told him, getting into a sitting position. He took her hand and helped her up.

"Just stay by me and if any of them come close, use this." Matt said, handing her a tree branch from the ground. She looked at him and took it.

"Okay." She said. They looked at each other, then turned, noticing there were five other vampires headed for them.

Sheriff Forbes had found herself pinned to a tree by a vampire. She didn't know how she hadn't seen him coming. One second she was firing on the group, being careful not to hit Caroline or the others, the next thing she knew, she was being pinned down against a tree.

In her shock, she'd dropped her weapon and she knew struggling would make things worse. Suddenly, she fell to the ground because the vampire had dropped her.

She looked up and saw him and Damon fighting each other. She was watching them in surprise, so she didn't see Alaric behind her. "You okay, Sheriff?" She turned around, startled.

"I think so."

"Mom, are you hurt?" Caroline asked, rushing over to her.

"I'm fine." She told her as Alaric helped her up. "I'm just a little surprised that he helped me."

"Why wouldn't he?" Caroline pointed out. Then she realized. "Oh, that's right. You don't remember."

"Remember what?"

"After you found out our secret the first time, I made you forget." Caroline told her. "Of course, I was still afraid of you then."

"So what happened?" She asked her.

Meanwhile, Damon was still fighting the vampire. "You're strong for a newbie."

"I used to work out a lot, back when I was a pathetic human." Damon looked at him closely, then noticed something.

"Then what's so great about being a vampire if you have no humanity?"

"Are you kidding? Humans are weak, they're too emotional. Besides, Katherine said that having it off would make us stronger." They started fighting again. Eventually, he got staked.

"Humanity isn't a weakness. At least I had the sense to realize it." Damon told him as he fell to the ground. He walked over to Sheriff Forbes. "Are you okay?"

"Thanks to you, I am." She told him. "But why…"

"We're on the same side, Liz." He pointed out. "And I don't want to see anything happen to you." They looked at each other.

"I think you're going to need this." He picked up her gun and handed it to her.

She took it without breaking eye contact with him. "Thank you." Just then, another vampire came toward them, but suddenly, it was flung backwards through the air.

"Oh, no you don't! You're not getting away that easy." Maria said as he landed by her feet.

"When did you learn telekinesis?" Damon asked, who looked just as surprised as Sheriff Forbes.

"Just something new I picked up on." Maria told him. She knew there was another one coming up behind her with a stake but before she could turn around, he was already on the ground, staked.

"Nice one, Care!" Ali called from a distance.

"Thanks!"

Bonnie was trying to take down a vampire, but was having a little trouble with it. Then she heard someone else chanting from a distance. She glanced over and noticed Lauren trying to help. She joined her and helped bring her down. She was on the ground, unconscious. "She probably won't stay down long." Bonnie warned her.

"She will now." She heard someone say. She looked up and saw Nate. When she glanced back down at the vampire, she had a stake in her. Two more vampires were closing in on them. Bonnie felt weak. The spell she'd used had drained most of her power, even with Lauren's help.

Before she knew it, they'd both gone down. She looked at Nate, who seemed just as surprised as her. Then she looked around her. Damon had taken out the one behind her, while Stefan had taken out the other.

"Thanks."

"Anytime." Damon told her.

A few minutes later, most of the army had fled or been staked. "Well, looks like everyone's okay." Liz said, looking at the damage.

"Apart from that guy who tried to stake me." Allison said. She pulled a stake out of Stefan's side. "Sorry, I know it hurts."

"It's fine. Thank you."

"Hang on, did anyone see Katherine in there?" Bonnie asked. They all glanced at each other.

"Man, not again." Maria said.

"She must've gotten away while we were all fighting." Jeremy said.

"Maybe not." Damon said. He was dragging over a vampire who'd been knocked out in the fight. He'd regained consciousness, but had given up on struggling against Damon's grip.

"You really think this is going to work?" Bonnie asked.

"It has to." Maria said. "We have to find her. I just have this feeling it's something we need to do."

"And you're feelings are never wrong." Caroline added.

"Okay, let's do it, then." Elena said.

"Alright, start talking." Damon said. "Where's Katherine?"

"She sent us out here to distract you guys." The vampire told them. "She went into hiding somewhere in the woods."

"Where exactly in the woods?" Maria asked. "I'm a witch, and I can tell if you're lying to us."

"What's the point? I know you're just gonna kill me whether I tell you or not." He pointed out.

"If you tell us, we'll spare your life." Allison said. Everyone else looked at her. She glared back at them, as though to say, "We have no other choice."

"Okay." Maria said. "You heard the girl. Now talk, otherwise I know my boyfriend will kill you."

"Last I saw her, she was headed toward the woods, around a place she referred to as the Lockwood Ruins."

"Okay, here's the deal, your life is spared, but you do NOT warn Katherine at all, do you understand me?" Maria said. "Otherwise, my friends and I will hunt you down and kill you." He nodded. Damon released him and he took off.

"How the heck do we get to that area from here?" Matt asked.

"I think I know a shortcut." Maria said. "I thought this clearing looked familiar somehow."

"You know, she's right." Caroline said. "See that trail over there? From the other side, it would lead to where we're standing." Everyone looked at her. "What? Tyler and I went there before his first transformation."

"Then we better go. We're not going to let her get away from us this time." Maria said, determined.