I'm sorry I took so long to get this chapter out to you guys. I got sidetracked with another project, then had some medical issues come up. But, as promised, there is more Phemon in this chapter. I hope you guys enjoy it, and as always please let me know what you think.

Chapter 14: Fool Me Once

Elena wakes up and finds herself in a strange hotel room, with her sister's hand over her mouth. Phoebe gestures for her to be quiet then points out Ben sleeping nearby. The twins try to slowly sneak out, but Ben wakes up. He tries compelling Phoebe, who plays along, then turns to Elena to do the same. As he does, Phoebe flings the door open, burning him with the sun. Unfortunately, Anna is just returning, so the twins' escape is again foiled. Anna then locks them both in the bathroom.

Meanwhile at the Salvatore House, Stefan has looked all over Mystic Falls for Elena and Phoebe, but he cannot find them. He decides to go to Damon for his help.

"Anna took Elena and Phoebe," said a distressed Stefan.

Damon sat in a chair, flipping through the Grimoire, "Yeah, I got that from your 600 voicemails."

"Damon, all night, every single street in town, I've been searching," said Stefan. He sat on the couch next to where his brother sat. "Please. What do you know? You were with Anna. You must know where she's living. Just tell me where I can find her."

Damon pretended to think about it, and then told him, "Nope."

"You know, all I can remember is hating you. There might have been a time when that was different, but your choices have erased anything good about you," Stefan told him. Damon gave his brother a funny look. This was an odd way to be asking him for his help. "But see, I also know that you have just as much reason to hate me. This all began with me. Katherine got taken away from you because of me. And I'm sorry."

Damon looked moved by his brother's speech. He gave Stefan a small smile, "Apology accepted."

"So, please, just tell me what you know," Stefan begged.

Damon closed the grimoire, and got to his feet. Stefan did the same.

"It's Elena, Damon. If you know something...tell me," said Stefan.

Damon sighed, "I mean this sincerely. I hope...Elena...dies."

Stefan stood there a moment, as his brother began walking away. When he found his voice, he called back to him, "And what about Phoebe? What if your blood hasn't passed out of her system, yet?"

Damon stopped, turned back slowly, and replied, "Then at least you know you'll see her again."

Damon leaves Stefan and goes to Bonnie's grandmother, Sheila. He asks for Bonnie, but Sheila knows who he is and tells him to go away.

Back at the motel room, Elena and Phoebe look around the bathroom, trying to find a way out, but have no such luck. They do, however, eventually notice Bonnie lying unconscious in the bathtub.

"Bonnie?" questioned Elena, dropping to her friend's side. Phoebe got a damp rag, and joined her.

"Elena?" Bonnie groaned.

"You're okay," Elena told her. Though it was more for Elena's sake than Bonnie's.

"My head...," groaned Bonnie.

"Here," said Phoebe, handing over the damp cloth for her head.

"Oh, my God! Ben is a -," Bonnie began.

Elena cut her off, "Shh! They can hear."

Phoebe turned the sink faucet on to cover their voices, "We know, Bonnie."

"I was so stupid," said Bonnie.

"No, he had us all fooled," Elena told her.

"What's going on? Why are we here?" Bonnie asked.

Elena looked at Phoebe, and Bonnie did the same. Phoebe thought for a moment, "It might have something to do with the tomb, and Emily's spell book."

"Spell book?" asked Bonnie, confused.

"Damon said that it could be used to open the tomb," Phoebe added.

"Why didn't I know about any of this?" Bonnie asked.

"I was trying to keep you out of it, hoping it would never come to this," answered Elena.

"Come to what?" asked Bonnie.

Phoebe, being a sarcastic person wanted to say something sarcastic to Bonnie for not catching on to the fact that they obviously needed a witch, which is what she is, but bit her tongue.

"They need a witch...to break the spell and let the vampires out," Elena answered.

"No way," said Bonnie.

"I know -," Elena began; She was cut off by Ben entering the room.

As he turned off the water in the sink, Bonnie told him, "You're wasting your time. I'm not gonna help you."

Ben grabbed Elena, "That's why she's here. Motivation for you to behave." The three girls glared at him, but he didn't seem to care.

"Then why am I here?" Phoebe asked him.

Ben ignored her question, but pulled her to her feet, as he told Bonnie, "You know you shouldn't be so desperate. You made it too easy." Ben shoved Phoebe out of the bathroom, "She wants to talk to you."

As Ben shut the door behind him, Anna addressed the twins, "Well, well...Phoebe Gilbert. You and your sister really are Katherine's doppelganger. You two must have the Salvatore boys reeling."

"Who are you?" Phoebe asked.

"I'm Anna. Your brother may have mentioned me? I mean, we're, like, practically dating," answered Anna. Anna gestured for Phoebe to have a seat on the bed.

"Bonnie's not gonna open the tomb," said Phoebe.

"Oh, I think she will," said Anna.

"Who do you want out of that tomb so bad?" Phoebe asked her.

Anna studied her for a moment before answering, "My mother's in there. Katherine couldn't help herself. She just had to toy around with both of the Salvatore brothers. And when she got caught, so did my mother. I watched Jonathan Gilbert take her away."

"You really mean that, don't you?" Anna questioned, surprised. Phoebe just looked at her. "Yeah, I think we'll skip the dead mom bonding, so you can start serving your purpose."

Phoebe rolled her eyes, "I'm not trying to have a chick flick bonding moment, I'm just offering my condolences on you losing your mother because of Katherine. If you don't want it, then just say so."

"Interesting."

"What?"

"You're pretty brave to talk to a vampire like that," said Anna. "Where's that courage when you're talking to humans?"

Phoebe had no answer for that. Miss Observes-All hadn't noticed that before, and had no clue why she could be bold enough to stand up to a vampire, but not enough to stand up to a human. She had spoken to Damon on several occasions in such a manner, but Damon had a soft spot for her, so there was nothing to worry about with him. Anna on the other hand didn't care one bit about Phoebe. If Phoebe crossed the proverbial line with Anna, Anna wouldn't think twice about killing her. Though that made Phoebe a little nervous, she wasn't nearly as nervous as when she was forced to socialize with living people.

Having come up with no answer, Phoebe decided to deflect the topic, "What do you need me for? Bonnie's the witch and Elena is your leverage to make sure that Bonnie does what you want. But what do you need me for?"

"You're about to find out," replied Anna. She picked up Phoebe's phone, began calling someone, and then put the phone on speaker. Phoebe wasn't sure who she was calling, until she heard Damon answer the phone.

"Either Phoebe's cleverly escaped your motel room, or this is Anna," said Damon, nonchalantly.

"She tried, but unfortunately for her I'm not as dumb as Ben," replied Anna. "Here's the thing: you have the Grimoire, but I have a witch. Meet me in the very public town square in 30 minutes, so we can discuss how fun it's going to be to work together, or I'm going to make a meal out of little Phoebe here."

Anna didn't give Damon a chance to respond, before hanging up on him. She walked over to the bathroom door and told Ben she was leaving. Ben, Elena, and Bonnie all joined Phoebe in the main room, as Anna left.

Over at the Salvatore House, Damon debated whether or not to meet Anna. He was still upset with Phoebe for betraying him, but at the same time the fact that he was this hurt meant that she mattered to him. His mental debate was interrupted by a notification on his phone. It was a new voicemail from Phoebe. Damon furrowed his eyebrows curiously at his phone, as clicked on the voicemail. As he listened to the exceedingly long voicemail, he realized that Stefan had told the truth about Phoebe not betraying him. The voicemail was the one Phoebe had let continue recording the previous night, when she found Stefan and Elena at his father's grave without him. When she discovered their betrayal.

While on her way to meet Damon, Anna runs into Jeremy who invites her to a party. Anna tries to avoid him at the beginning but she changes her mind when she hears where the party will be — near the old cemetery. She agrees to go, then resumes her course to meet Damon. As she gets comfy on a bench, Damon appears.

"Got a hot date, or you just plannin' on nabbing the entire Gilbert family?" Damon joked.

"A party, right next to the old cemetery. Isn't that nice of them? Lots of warm bodies for starving vampires," said Anna, ignoring his comment.

Damon decided to do the same, "I told you. I work alone."

"Yeah, so do I. But you're minus a witch and I'm minus a spell book," she re-informed him. "So what d'ya say?"

"Stefan will come after you, you know that," he warned. "For messing with Elena."

"Then he won't be too happy if I kill her when I don't get what I want," she huffed, getting to her feet. "Just as I'm sure you'll be when I kill Phoebe."

Damon winced - though Anna didn't notice – and caved, "When do you wanna do this?"

Anna laughed, "God, it's like 1864 all over again. You Salvatores are truly pathetic when it comes to women."

Damon just glared in response.

"Tonight. After sundown. Meet at the church," Anna instructed, before leaving.

In the meantime, Stefan appears at the motel room and helps Elena, Phoebe, and Bonnie. As they run out of the room, Stefan warns Ben to leave town otherwise - if he sees him again - he will kill him. Anna comes back and finds Ben hiding behind the bed to avoid the sunlight. Ben tells her that Stefan came and he couldn't do anything. Anna realizes that she lost the witch, but she knows that Damon will open the tomb no matter what and she has to be there when that happens.

Bonnie, Phoebe, Elena, and Stefan are at Sheila's house talking about what to do now.

"Well, for now, you need to stay here," said Stefan.

"A prisoner in my own home? I don't think so," retorted Sheila.

"I can't protect you if you leave the house," Stefan told her.

"We'll protect ourselves," said Sheila.

"We need to let him have Katherine back," said Phoebe.

"No! He doesn't deserve to get what he wants," declared Bonnie.

"It's the only thing he's wanted for 150 years – since he came to town – and he's not going to stop, until he gets her back. If you really want him to leave, and not come back, then we need to help him," Phoebe argued.

Everyone went silent for a moment. Sheila was the one to break the silence, "Witches being pulled down by vampire problems. As much as we try to do to stay out of it…I'll open the tomb. You get his girl, but destroy rest with fire. Then this will be all over."

"We still have to get Damon to agree," noted Stefan.

"He already agreed once," said Phoebe.

"Yeah, and then we double-crossed him," Elena retorted. "Now he's angry."

"Firstly, you double-crossed him, not me. Secondly, he's not angry, he's hurt. There's a difference," Phoebe corrected. She looked around at everyone, and then headed out. "I know what I have to do."

Phoebe finds Damon at the Salvatore house and begins trying to convince him to trust her again; while Stefan, Elena, Bonnie, and Sheila wait for them at the church ruins. When Damon sees Phoebe's alright, he's relieved, but he doesn't let on.

"I'm gonna have to change the locks," he joked. "Stage a jailbreak?"

"Stefan," Phoebe replied, simply.

Damon forced a smile, "Oh, brother. Ever the white knight."

"I-I convinced Bonnie t-to help you," Phoebe stammered. She was nervous.

"I doubt that," he replied.

Phoebe took a deep breathe, and then quickly rambled out, "I know you think I betrayed you, but I didn't. I really thought Stefan and Elena wanted to help you. I didn't know they were lying, until I got to your dad's grave and saw them. You showed up shortly after, and drew your own conclusions. But whatever the reasons, we're all on the same side, after the same thing."

"Not interested."

"Damon, I didn'...okay, when you were dating Caroline to get close to Elena – to mess with Stefan - , why didn't you use your compulsion on me?" Phoebe questioned. "I would've been a much better tool for that, than Caroline Forbes."

Damon said nothing.

"You could have used me and compelled me, like you did Caroline, a hundred different times by now, but you never have. In Atlanta - when I kept saying we had to go back – you could've easily compelled me to be more agreeable. I didn't have a vervain necklace yet. You could've compelled me anytime we've ever disagreed, but you never have," Phoebe noted. She removed her seashell locket and placed it on a nearby table. "Ask me if I'm lying. Ask me if I really did betray you."

Damon sighed, and rolled his eyes, as he put the grimoire down. He picked up her necklace, and returned it to her neck, "I know you didn't betray me. You didn't lie."

Phoebe looked at him confused, "How?"

"I got your voicemail," he replied. She still seemed confused, so he elaborated. "Your last call to tell me about your epiphany. You never ended the call, so the voicemail kept recording. Since it was so long, it just showed up a little while ago."

Phoebe's expression changed to one of understanding.

Damon became nervous as he continued, "I didn't compel you in Atlanta, or any other time, because I wanted it to be real. You and I have something. I'm not sure exactly what that something is, but I do know that's why it bothered me to think you betrayed me."

Phoebe looked up into his blue eyes, and gave a light smile.

Damon returned her smile, "I'm trusting you. Don't make me regret it."

In that moment Phoebe became overwhelmed by a sense of déjà vu. Something about what he's just said was very familiar. Though she simply shrugged it off, and followed Damon out.

Meanwhile, Jeremy arrives at the party and looks around for Anna. Anna shows up and the two of them go for a walk away from the crowd. Anna tells him that she is leaving town with her mom and Jeremy kisses her. Anna's face begins to show that she is a vampire and Jeremy asks what is going on, when Ben knocks him out. Anna tells Ben to drag Jeremy close to the tomb so they can use him for Pearl to feed on when they get her out of the tomb.

Elsewhere, Damon and Phoebe pass through the party on their way to the tomb. Unfortunately, Matt spots Phoebe and flags her down.

"Hey, Phoebe!" called Matt.

In an attempt to avoid suspicion, Phoebe makes Damon stop for a moment. They're soon joined by Caroline, "Phoebe, oh, my God, hey. Where've you been? Matt's been so worried."

Phoebe eyed her suspiciously, as she clung to Matt. Even Matt seemed confused by her randomly taking his hand in hers.

"Long story, no time to tell it," Damon answered for her.

"Wasn't talking to you," Caroline sneered.

"Either way, you don't really care where she's been," Damon sniped back.

Phoebe hid a snicker, as she saw the expression on Caroline's face. Damon grinned, pleased with himself.

Matt, despite his jealousy, extended his hand to Damon, "We haven't met. I'm Matt."

Damon looked down at his hand, then back at his face, "Matt, there's a reason we haven't met."

Phoebe hit Damon, lightly, and gave him a look.

"We don't have time for this," said Damon.

"Excuse us," said Phoebe, taking Damon away.

Phoebe and Damon make it to the church, and the witches get started. Once the tomb is open, Stefan runs into Ben while getting his tools. Anna also appears and tells him that she will take her mother out and gives Stefan a choice. He can try to stop her or save Jeremy from Ben. Stefan lets Anna go so he can deal with Ben.

Meanwhile, Damon takes Phoebe inside the tomb with him as insurance that they won't close him inside. Elena goes with her sister. Inside the tomb, Elena hears whispering and asks what is happening. Damon informs her that they can sense her but he runs off to find Katherine leaving the twins alone. They stumble over the desiccated bodies of the vampires and freak out.

Anna arrives at the tomb finding the door open. Bonnie wants to stop her but Sheila lets her go. She then explains to Bonnie that no vampire will come out of the tomb. They managed to open the door but not break the seal spell, so whatever vampire gets in, is not coming out. She tells Stefan the same, when he wants to run in to get Elena and Phoebe.

Inside the tomb, Anna finds the twins and explains how Stefan and Jonathan Gilbert are responsible for her mother's imprisonment and that's why she decided that it would be Gilbert blood that will bring her mother back to life. She bites Elena, who starts screaming, making Stefan run into the tomb to find her. Anna feeds Elena's blood to Pearl but Stefan gets there in time before Pearl kills her. Elena and Phoebe run out of the tomb.

Bonnie wants to help Stefan get out and she begs Sheila to lift the seal just for a while so Stefan can come out. As the twins exit the tomb, Bonnie assures Elena that they'll fix it.

"Fix what?" asked Phoebe.

"I can't," said Stefan, standing in the doorway of the tomb.

"Can't? Can't what?" Elena questioned.

"The spell's still up, we can't get them out. Yet," Bonnie explained.

"You went in there not knowing if you could come back out?" Elena asked her boyfriend.

"I heard you scream," he replied.

Phoebe headed back inside, but her sister caught her arm, "Where are you going?"

"Where's it look like I'm going?" Phoebe replied, rhetorically.

"Phoebe, wait. You can't go back in there. It's too dangerous," Elena argued.

Phoebe shrugged her sister's hand away, "I can't just leave him in there. I promised him."

"Even if we're able to break through the seal, we won't be able to hold it for long," said Sheila.

"I'll go with you," Stefan told Phoebe.

Stefan and Phoebe head back inside, while Bonnie and Sheila begin a spell to lift the seal. Shortly after, Anna comes out with her mother. Inside the tomb, Damon cannot find Katherine anywhere. Stefan and Phoebe find him muttering to himself.

"Damon," said Stefan.

"She's not here," Damon mutters.

"What?" Phoebe asks.

"She's not here!" Damon shouts, throwing a blood bag against the wall.

"Damon, we need to get out of here," Stefan tells him.

Damon doesn't him, though. He just continues to mutter to himself, "It doesn't make sense. They locked her inside."

"If we don't leave now, we're not getting out," Stefan pressed.

"How could she not be in here?" Damon questioned.

"It's not worth spending all of eternity down here! She's not worth it!" said Stefan, forcefully.

"NO!" shouted Damon, shrugging his brother off of him.

"Damon! Please," pleaded Phoebe. Damon looks at Phoebe, taking in her distress. Since it was her asking, he snaps out of his daze long enough to leave. The three of them get out just in time before the door closes again. Phoebe helps make sure Jeremy's okay, before checking on Damon. She walks up to him, and hugs him, "I'm sorry."

Bonnie and Sheila go back home, while the twins take Jeremy home. He says he doesn't remember anything, but when they leave he starts searching the Internet about vampires. Anna brings her mother to her motel room, where they find Damon waiting for them. Damon grabs Pearl threatening to kill her and accuses Anna of knowing the whole time that Katherine was not in the tomb. Anna admits that she did know, but she didn't tell him because then he would never have helped her open the tomb. Pearl explains to him how Katherine got away and Anna tells him that she saw Katherine few years ago. Katherine knew where Damon was, but she didn't care to find him. Damon is heartbroken over the information and leaves.

Elena – who has joined her friend at Sheila's house – sits with Bonnie for a while. Bonnie later goes to check on her Grams and she finds her dead. She starts yelling for help while she desperately goes through the spell book to find a spell that will bring her back and Elena calls 911.

Over at the Salvatore House, Phoebe has arrived to be there for her friend. When she got there he was sitting on the floor in front of the fireplace, staring into the flames. Phoebe sat on the ottoman next to him, quietly.

Without even looking away, Damon asked her, "Here to make sure I don't drive, again?"

Phoebe gave a light smile, "If necessary."

Damon gave a light smirk, as he continued to stare into the flames. Phoebe began to reach out and place a comforting hand on him in some fashion, but stopped herself. Though she only had one previous experience to go by, her just being there was enough for Damon. They didn't need physical contact to comfort each other, or even words. She and Damon could convey sentiments with just a look, or simply being there for one another.

"She didn't care. She knew where I was, and that I was waiting to be with her again, and she didn't care," said Damon.

Nothing Phoebe could think to say was good enough. She simply reached out, and placed a hand on his shoulder. Damon reached up and held her hand in his, before slowly leaning over to lay his head on her knee. With her other hand, Phoebe began petting his head comfortingly.

Back at the tomb, a vampire feeds on the blood Damon threw against the wall, then slowly heads to the door and exits the tomb, revealing that the seal spell did not work.