just because of Caroline/Klaus (&Tyler) and Bonnie/Jeremy...

Good:
Finally out of Mystic Falls!
Stefan and Rebekah
Shane is creepy and really developing into a fearsome character
Good plot twists
Caroline/Klaus/Tyler scenes were good

Bad:
Damon took like three steps back, I mean, I get that he doesn't really want to be human, he's an awesome hawt vampire, but I feel like his character has grown, but he didn't really show it in his scenes with Elena.

Also they highlighted the fact that Damon cares about absolutely no one but Stefan and Elena, but I don't think that's true... They really polarized his character, which I sort of get, but it doesn't really make me like him.

Still his torturing Shane scene was very good and showed how badass and smart he can be to get the truth out of a liar like Shane, he's not completely naive like everyone else, and he's logical.