Caroline and Brie are all dressed up. Liz walks through the front door.

Caroline turns around to her mother "There you are! You almost missed me. How do I look?" She spins around to show off her costume.

"You look good" Liz says and then looks at Brie "You both do" Brie and Liz exchange smiles.

"Thanks. Is everything okay?" Brie asked, concerned and she looked at Liz who looked pale white and tired.

"Uhh, just some work stress" Liz say shaking it off.

"Well, you work too much" Tyler knocks on the door. Caroline laughs and opens the door. "Mr. President"

"Hey" Tyler smiles at his girlfriend, Liz and Brie.

"Hi" She tries to kiss him but he looks at the sheriff and goes back. Brie laughs as Tyler looks a little embarrassed.

"Have you seen Stefan out there Tyler?" Brie asked as Tyler looked outside and saw someone come out their other than Stefan.

"Uh, Stefan no? But his annoying dick of a brother is" Tyler joked as Brie rolled her eyes.

"Hey! I heard that Lockwood" Damon says stepping inside the Forbes house. Damon walks up to Brie who doesn't look very happy to see him "Someone looks happy to see me" he said sarcastically.

"Where's Stefan?" Brie asked crossing her arms and raised an eyebrow at the older Salvatore.

"Klaus patrol duties, he's already at the dance. He's waiting for you there. He asked me to pick you up and deliver to him safely" Damon smirked and looked around the room.

Brie rolls her eyes and picks up her bag and walks out of the house with Damon following behind her. Cars pour into the school parking lot flooding with teenagers in 60's retro dresses in knee high leather boots and hippie outfits. The dance has begun. In his parked car, Damon leans back, chugging from an unlabeled bottle. Brie watches from the passenger seat with an expression that could only be translated as yeesh. Finally, he lowers the bottle and offers it to her.

Brie shakes her head "I'm good, thanks." Damon reaches for the door.

"So where is Stefan?" She asks looking around and Stefan is nowhere in sight.

"He's already in there, he's on patrol to see if he can spot any suspicious Klaus activity. Brie nods and pulls down the visor for a last look in the mirror. She pauses, peering through the windshield. A group of student's head for the ticket table at the entrance and see's Tyler helps Caroline out of his car as Brie and Damon approach.

"Wow Damon, didn't notice how much effort you actually made" Caroline said impressed at the older Salvatore.

"Obviously. It's Hugo Boss" Damon takes Brie's in his arm, leading her to the entrance where Elena and Bonnie were.

60's music plays around the hall. Stefan stealthily keeps to the shadows while the rest of his class falls under the glow of multi-colored spotlight. Searching the faces, he finds his friends gathering by the tables. Damon talks Elena and Bonnie while spiking red drink cups from his bottle of vodka. Letting his gaze wander, Stefan spots Alaric right in the middle of the dance floor. But then bodies converge in front of him, teenagers surging to the start of another song and Alaric is gone. Stefan blinks, not sure now if he was there. All he sees are smiling classmates, everyone having a good time. Everyone except Brie, she stands uncomfortably next to Damon while Tyler and Caroline are on the lookout at a table nearby.

Damon turns to Brie "Do you want to dance?"

"Do I have to?" Brie shots a look at him with her arms folded.

"Not the response I was expecting. But no, guess not" Damon takes another shot from his drink. Wincing at the strength of it, he looks down into the cup. Then over to the extraordinarily beautiful Brie. Finally, he tosses the still quite full red cup into the trash and holds out his hand to Brie. Elena and Jeremy are standing near the drinks table. They're looking at Brie and Damon.

"What are they up to?" Elena asks her brother as she looks on at her boyfriend and her friend. She was a little suspicious when she first saw the reaction that was made when Brie and Damon met. Have they met before?

Jeremy shrugs and takes the last sip of his drink "Who knows?" He puts the cup down on the table and leaves to find Bonnie and Stefan joins her.

He catches her eyes on Damon and Brie who is on the dance floor. "Everything all right?"

Elena slowly shakes her head "I'm not sure"

Damon and Brie are on the dance floor and they are dancing in silence "You going to talk at all?" Damon asks looking at Brie who is making no eye contact with him.

"No, not to you anyways" She said as she continued to dance with him. She didn't want to be this close to him, she wanted to be this close with Stefan and dance with Stefan.

"We going on confront the big fat elephant in the room? Which is the kiss we shared"

Brie quickly stopped dancing and stepped back "That kiss was nothing, you're with Elena you should be sharing kisses with her"

Damon pulled her back into the dancing position and twirls her round and pulls her into his chest. "You're going to continue to deny the spark you felt, we felt when we kissed"

Brie sighs "Damon, there was no spark it is all in your head, your mistaking it with the kisses you have with Elena the spark is there with the two of you's but not with us and you got to accept it" But before Damon could get another word it Brie turns to an approaching Stefan. She falls perfectly under the rays of the spotlights as if the moment had been timed. Before Stefan can even open his mouth, she knew what he was going to say.

"Yes. I'd love to dance with you" Red spotlights flash over Stefan dancing with Brie. He can't stop looking at her. Brie looks at him self-consciously "What?"

"It's just hard not to look at you" He turns his glance to the floor. But she leans in, her cheek brushing his, lips to his ear.

Brie starts whispering in his ear "I like it when you look at me" Relaxing, he lets his hands close more tightly around her.

"I remember this one time, I was holding you and you fell asleep in my arms. I was watching you. I thought to myself I could stay like this for hours. Or maybe forever" Brie smiles at what he is telling her. "I kind of love the way you smile" Brie looks up, stunned to hear those last words. Before she could say anything, he takes her in his arms and kisses her instead.

She slowly pulls away to look at him. "Why did you do that?"

He says the next words simply and honestly. "Because I love you" Brie's hands move slowly up from his shoulders, her fingertips to his cheeks. Looking into his dark eyes, she gently guides his lips back to hers. For one moment, completely unaware of everything and everyone around them, they kiss softly and perfectly in the middle of the dance floor.

Everyone is dancing. Damon is dancing with two girls. Bonnie looks at him and smiles. Elena joins her "I need to talk to you" They leave. Damon's looking at them. Bonnie looks at him. Stefan heads over to Damon.

"Come here, please tell me you didn't know that Bonnie was on a suicide mission"

"Oh, great. Jeremy told you and of course you told Elena"

"Yeah, I told her. You promised her no more secrets"

"I changed my mind" Elena and Bonnie are outside away from everyone else.

"How could you not tell me?" Elena asked as she was upset that her best friend was keeping the plan a secret from her.

"Cause I knew how'd you react" Bonnie said as Brie walked outside of the entrance and see's the girls standing there

"What's going on?" Brie asked walking up to Bonnie and Elena.

Elena shakes her head "No. No way, it's not an option we'll find another way, okay? Bonnie, you're not dying to save our lives"

"I have the power to save us! If I don't use it and something happens, that would kill me more"

"I can't let you"

Bonnie sighs "Just answer one question...if the situation was reversed, would you do it for me?" Elena doesn't answer. Alaric/Klaus runs up to Brie, Bonnie and Elena outside.

"Elena!" Alaric shouts as he runs up to the girls "He has Jeremy"

"Who has Jeremy?" Brie asks as he looks at her history teacher who just stares at her.

"Klaus has Jeremy. Come on" They follow him through a side door and into a hallway.

"Where's Jeremy?" Bonnie asks as she stops in the corridor and turns towards Alaric. Alaric/Klaus stops walking and laughs.

"I just had to get away from that dance. The sixties, ugh. Not my decade" He laughs.

"I mean, whose call was that, anyway? I much prefer the twenties. The style, the parties, the jazz"

Elena raised her eyebrow as she watched on as her guardian was acting stranger "What's going on?"

"Okay, I'll give you a hint. I am not Alaric" The girls looked at each other. If it wasn't Alaric then who was it?

"Klaus!" Elena growled as Brie looked confused, that wasn't who she met at the store. Alaric/Klaus smiles broadly.

"Surprise!"

"No, it's not possible" Brie said as she looked on and saw a completely different guy to who she met earlier that day.

"Just relax, Brie, Elena. I'm not here to hurt you. You're not on my hit list tonight" He looks at Bonnie. "But you are" He starts towards Bonnie but she throws him against the wall with her powers. He gets up. "Now, did I mention that I knew a witch? You're going to have to hit me a lot harder than that" He rushes over to her and she throws him against a display case, smashing the glass. He falls to the ground but laughs. "By all means...Fire away!" He gets up" "If you kill this body, I'll just get a new one. Maybe Jeremy"

Bonnie shouts at Elena and Brie to leave but doesn't take her eyes off Klaus "Go. Run. Run!" Brie and Elena both run and Bonnie closes the doors with her powers.

Damon runs through another pair of doors and joins them. "What happened?"

"Klaus is in Alaric's body" Elena says as she takes fast breaths to catch her breath back.

Damon looked at Elena as if she was going crazy "What?

"He's possessing it or something" Bonnie says as he looks at Brie

"Go find Stefan and take Elena with you. Now" Brie takes Elena's hand and runs off to go find Stefan leaving Bonnie and Damon alone. "Can you kill him?"

Bonnie gives him a small shrug "He's got some kind of protection spell on him"

"You have the power of a hundred witches. Break it"

Bonnie gets frustarted at him as he starts telling her what to do "I'm trying! If I kill Alaric, he'll just possess someone else. He knows I have my power, Damon. He's trying to kill me"

"No. Klaus does not get to win tonight, no way. You still willing to do whatever it takes to kill him? Elena and Brie move through the dance floor, looking all around her. Caroline who is with Tyler sees them.

"Hey! Are you okay?" Caroline asks leaving Tyler at the bar and walks over to the girls

"Um...Yeah. I'm just...I'm looking for Stefan"

"Seriously, what's wrong?" Caroline asks forcefully as she puts her hands on her waist, giving both Brie and Elena a stern look.

"Klaus is in Alaric's body and we need to find Stefan" Brie revealing what was happening.

Caroline's eyes widened "Ugh" She looks around the hall and she sees Stefan and points to show to Brie where Stefan was and they go over to him.

Bonnie is in the hallway, alone. She walks determinedly through the hallway. She enters the cafeteria. Alaric/Klaus is sitting in a chair, a knife in between his finger. He wiggles the knife as he speaks. "What took you so long? Now, do you want to do this the easy way or the hard way?" She breaks his wrist of the hand holding the knife with her powers. The knife drops onto the floor. He grabs his hand and twists it with a jerk back into place. "The hard way, got it." He gets up. She breaks his shoulder with her powers. He groans. "What? You'd kill your favorite history teacher?"

"It's what Alaric would want. And he'd want you to suffer first" Blood starts leaking from one of her nostrils. Brie, Elena and Stefan are running in the hallway. Damon walks out a door in front of them.

"There you are"

Elena looks about the corridor and doesn't see Bonnie in sight "What are you doing? Where's Bonnie?"

"She's doing what she has to do"

Stefan gets impatient with his brother "Damn it, Damon, where is she?!" Bonnie is still fighting Alaric/Klaus with her powers. She breaks his leg. The lights flicker and a gust of wind sends papers flying. Her nose is bleeding a lot. She breaks Alaric/Klaus's foot and he falls to the floor. Brie, Elena and Stefan arrive. Bonnie shuts the doors so they can't come in.

"Bonnie, no!" Brie shouts as she watches on as Alaric/Klaus is crawling on the floor. Bonnie fights Alaric/Klaus and lights start bursting, sending a shower of sparks raining down. Elena screams. Stefan and Brie tries to open the doors but he can't. Bonnie looks at Elena with a smile. Alaric/Klaus gets up and Bonnie faces him. Suddenly with a jerk of her body she bends back and falls on the floor. Brie, Elena and Stefan open the doors and rush over Bonnie in the now dark room.

"No! Oh! Bonnie! Bonnie, Bonnie! Bonnie!" Elena takes Bonnie in her arms. Stefan looks around them. Alaric/Klaus is gone. "Stefan, she's not breathing!" She starts crying. Brie slowly kneels next to and checks Bonnie's pulse.

"Stefan, I can't find her pulse! Stefan! Do something, please! Stefan, please! Just give her blood, do something, please!" Brie gets teary as she couldn't believe Bonnie was dead.

Stefan slowly looks up at Elena and Brie "It's too late, I'm sorry" Elena's still crying and shaking her head in disbelief.

"No! No. No, no, no, no, no! Bonnie!"

Damon arrives. "Stefan, get Elena out of here. I'll deal with the body"

Brie stands up and looks at him in disbelief "What do you mean, deal with it?"

Damon looks at Stefan "Get her home. Now. So I can clean this up" Stefan grabs Elena and helps her to get up. Elena gets up. She looks at Bonnie's body, crying and screaming. Stefan takes her and they leave. Damon gently caresses Bonnie's face and closes her eyes. Damon gently puts Bonnie's body in the trunk and closes it.

"You knew! Didn't you? You knew that if she harnessed all that power, that she would die, didn't you? Damon nods and she slaps him.

"You need to listen to me and prepare for what I'm about to say. Bonnie had to die. Klaus using Alaric's body was a total surprise. She wasn't prepared for that. And he wasn't going to stop, and we weren't going to be able to stop him until he knew she was dead. He had to believe it" Brie looked at him as she didn't quite know what he was getting at "She cast a spell. Bonnie's okay"

Stefan appears from out of nowhere "You know, you could have told me, you understand what you put Elena through?"

"See, that's why I didn't tell you. Cause you would have never been able to do it. Don't get me wrong, Stefan. I don't mind being the bad guy. I'll make all the life and death decisions while you're busy worrying about collateral damage. I'll even let her hate me for it. But at the end of the day, I'll be the one to keep her alive"