a/n: Thanks again you guys! You're amazing! The Masquerade was packed with action so hopefully I did the show justice with this rewrite. I didn't really change that much, just added some things here and there. :) any questions, let me know.

And a special thank you to BadBoysAreBest for giving me some input for this chapter :)

EIGHT

Elena woke up the following morning and stared at the empty half of the bed at her side. She frowned and then laughed at herself. She was actually disappointed that Damon was gone. Since when did she miss Damon Salvatore? That thought got her out of bed and into the shower. After using up all the hot water, Elena stood in front of the mirror with the towel wrapped around her body. She stared at her reflection and sighed. Tonight was the Masquerade charity event at the Lockwood mansion. She had spent her time there yesterday to help set it up and now, she wasn't even sure was going to go. Stefan was supposed to be her date and she didn't feel right about asking Damon to escort her.

Mind made up, she sighed again and headed for her bedroom. The moment she closed the door, she felt the air stir and her body froze. There he was, staring at her from the entrance to her bedroom. He was carrying a tray with a plate of food and a glass of water to go with it. Elena knew that she should turn around and go straight back into the bathroom, but she couldn't get her feet to move. Instead, she just stood there and let his steel blue eyes sweep up and down her body.

"I thought you left?" she managed to get out.

"Nope."

The sound of his voice got her out of her trance. She straightened and narrowed her eyes at him. "Could you give me some privacy?" He grinned and she shook her head. Muttering a string of curses under her breath, she stalked across the room and pushed him out of it. He continued to grin even as she slammed the door in his face.

As quickly as she could, Elena pulled on some clothes and then opened her door again. "Didn't you get my note?" he asked, setting the tray down on the foot of her bed.

"What note?" she asked.

He smirked, walked over to the side of the bed he had been sleeping on, and picked up the folded piece of paper that rested on the pillow. "This note."

She scowled at him and crossed her arms over her chest. "Obviously not," she stated and then shifted her weight. "I know you heard the shower running."

His eyes sparkled with mischief as he nodded. "Why do you think I came up here?"

Elena closed her eyes and shook her head. It was useless to go any farther with that conversation. It would only lead to things that she didn't want to think about; couldn't afford to think about. She dropped the subject and sat on the bed. "Thanks for breakfast."

He nodded and flopped down beside her, stretching out so that his feet were propped up against the headboard; his arms folded behind his head. "Since you didn't read what I took the time out to write, I'll have to tell you." He paused as she rolled her eyes at him. "I took Alaric's car back to him and he went home. Jenna is safe and she should be ready to come home this afternoon. And, this is the most important part Elena, so listen carefully."

She swallowed the bit of food she had been chewing and drank some water. "I'm listening."

"You are not going to the Masquerade." His eyes were burning into hers and she swore he was trying to compel her even though she was wearing the necklace.

She shrugged and loaded her fork back up again. "I wasn't planning on going anyway."

His face softened; clearly she had surprised him. He had been prepared to argue until the cows came home. "You weren't?"

She shook her head. "Stefan was supposed to be my date," she said quietly. "Going with Caroline would only make us both miserable so we decided against it." Elena wasn't sure if Caroline was going or not, but she hadn't mentioned anything either way.

Damon nodded and fought the urge to tell her that he would have been more than happy to escort her, but she could not be there. Especially if they went ahead with their plans for tonight. So far, it looked like Elena wasn't going to be a problem after all. With that, he stood up and smiled at her. "Well, I think I'm done here."

"You're leaving?"

Damon forced himself not to react to that. She wanted him to stay. The one day he couldn't be with her, she wanted him. Just another reason to kill Katherine. "Liz and Carol both asked me to help with the event," he lied, hating himself for doing so.

She nodded and set her fork down onto her plate. He noticed that she only ate a small amount, but didn't comment. "Then you should get going."

He carried the tray back down to the kitchen as she followed silently behind him and they ran into Jeremy. "Hey, are you leaving?" he asked Damon.

"Yes."

"Can you give me a ride?"

Elena narrowed her eyes at both of them; something was up. She could tell from the way Damon had glanced at her uneasily when Jeremy asked for a ride and the way Jeremy avoided looking at her altogether. "Sure," he answered and dug in his jeans for his keys. He tossed them to Jeremy. "Start the car, I'll be outside in a minute."

Elena watched her brother until she heard the front door shut. "What's going on?"

"Nothing," he replied, shrugging his shoulders.

"You don't like Jeremy." Damon said nothing as he brought the tray to the sink and dumped the uneaten food into the disposal. When it was clear he wasn't going to say anything, she let it go. "Fine, just tell him to be back sometime in the early afternoon so we can go get Jenna."

He nodded and gave her one of his charming smiles. He hated leaving her alone in the house, but if Katherine was going to kill her, she would have done so already; whether or not he was there. "Call me if you need anything."

She nodded. "Have fun." She waited until the front door opened to add, "And next time, knock!" She heard his laughter as the door closed. The house fell silent and she wrapped her arms around herself. Before she finished cleaning the dishes on the tray, she turned on the radio and blasted it, just to fill the silence in hopes that she wouldn't feel scared.

For three hours, Elena sat like a statue on the couch. She alternated between watching movies and reading books. Around noon she realized that her phone had not vibrated once. Even on a day her friends were busy, they were always texting each other. Today of all days, she expected something from Caroline. This led her to believe that her suspicions of Damon and Jeremy were justified. Wanting nothing more than to be proven wrong, she picked up her phone and called her brother.

"Hey, Elena."

"Jeremy, where are you?" she asked in a serious tone. Her focus was on the background noise. She wanted to know exactly where he was.

"I'm at a friends. Damon gave me your message. I'll be home in a little bit."

"Damon dropped you off, do you need a ride home?"

"No," he answered quickly. "My friend will give me a ride home," he assured her.

Just as Elena began to believe him, she heard Bonnie's voice. "Hang up, Jeremy." Elena wasn't sure if that's what her friend had said, but it sounded close enough.

"Elena, I have to go. I'll be home soon," he said and the line went dead.

Holding the phone in her hands, she let her anger slowly rise. When she got to the point where she couldn't hold it back any longer, she got to her feet and grabbed her purse by the front door. With that, she drove as fast as she could towards the boarding house. She wasn't sure why that was her destination, but she just knew. For some reason, she was more mad at Damon for aiding her brother than she was at Jeremy for lying. As she entered the boarding house without knocking, she took a deep breath, fully prepared to yell. Her voice caught in her throat at the sight of her friends crowded around a table in one of the rooms.

Alaric had his weapons spread out along the table. Caroline and Bonnie were off to the side watching as Jeremy, Stefan, and Damon played with some of the contraptions. "What the hell is going on?" she asked, her voice coming out in a squeak.

Apparently, no one had noticed her intrusion until she spoke. All six heads snapped towards her and twelve eyes went wide in surprise, shock, and a little guilt. Her eyes locked with Damon's from across the room as she took a few steps closer. "Elena-" Jeremy started, but stopped when he didn't know what else to say.

The moment her eyes left Damon's to look at her brother, Damon used the distraction to rush across the room. He picked her up and slung her over his shoulder. She kicked and beat at his back yelling, "Put me down!" as he carried her to the basement. "Damon! Put. Me. Down!" she shouted.

"As you wish," he answered and dropped her onto the cot in the cell.

Her chest heaved in anger as she stared up at him, pushing the hair out of her face. "So that's why you've all been avoiding me?" she asked, getting to her feet.

"Yes."

"What exactly are you doing?"

"We're going to kill Katherine," he said in matter-of-fact tone.

Her jaw dropped and her hands balled into fists at her sides. "And you don't think I would have liked to take part in this?"

He shrugged. "You said you weren't going to the Masquerade."

"Because I didn't have a date!" she argued. "I'm going," she stated and tried to move around him.

He blocked her every move until she backed away with a sigh of frustration. "No, you're not."

"How is this fair?" she questioned. "Bonnie's a witch, three of you are vampires, and two of you are humans with special rings. How dare you bring Jeremy into this!" she added and reached up to shove him.

He grabbed her wrists before she touched him; his eyes boring into hers. "You're not going because you're the one with the evil twin that we're trying to do away with," he said in a deep, even voice. "We only get one shot at taking her out and one second is all it takes for us to lose the upper hand. That one second that we take to hesitate, wondering if we're about to stake the right girl..." he shook his head and let go of her. "That's the difference between her death and ours."

Elena stared at him, fuming silently. She knew he was right; it was best if she stayed away that way there would be no confusion on which "Elena" was about to be killed. "Why didn't you tell me?"

He grinned, "Because we knew this would be your reaction."

She pouted for a second and then glared at him. "Fine," she muttered and tried to leave the room, but he blocked her again.

"Not so fast, Sweetheart."

"What?" she growled.

"You expect me to believe that you're just going to sit back and not try to take matters into your own hands?"

She let the anger recede and let the smallest of smiles grace her lips. "Don't you trust me?"

His face hardened. "Not after last time," he said flatly.

The smile disappeared from her lips. He had her there. She had promised that she would stay in the car while he and Alaric rescued Stefan from Fredrick, but she had gone after them anyway. "But-"

"Elena," he started as he stepped forward until she was stuck between him and the rough stone wall. "If I have to rip that necklace from your throat and compel you to stay the hell away, I will." Her eyes went wide as she detected the seriousness in his threat. "And I am not above locking you in here to make sure you comply."

"I-"

"I speak for everyone when I say that you have to stay away. You know I'm right. Don't argue with me," he said, moving his face closer to hers.

Elena hesitated, but reluctantly nodded. "Fine, I'll get Jenna from the hospital and make sure she's okay. But I want some of those weapons. Just in case."

He shook his head. "Alaric will be coming with you to make sure you stay put."

She glared at him, but his proximity made it hard for her to argue. "Fine," she breathed again. "I won't go to the Masquerade."

"Thank you," he returned and stepped away. As he turned around, he smirked as she inhaled deeply.

"Damon?" she called out, making him stop at the threshold of the cell.

He turned back to her and raised a brow. "Yes, Elena?"

She swallowed thickly as she lost herself in the depth of his piercing blue eyes. Slowly, her head shook back and forth. "N-never mind," she breathed. She wasn't sure what she was going to say, but whatever it was, she decided against it.

He nodded and waited for her to catch up to him. "Alaric will follow you to your house after we're done here."

"And what exactly is your plan?" she asked.

He looked at her over his shoulder and shook his head lightly. "The less you know, the better."

Elena felt a bit of her anger return and ignored him as they continued upstairs. All eyes were on them as they entered the room. Stefan looked the most uneasy as he looked back and forth between his brother and Elena. Alaric cleared his throat and stepped forward. "Elena, are you ready to go? I'm done giving the tutorials."

"Yeah, let's go," she replied quietly and turned towards the door.

Damon grabbed her arm before she moved and she looked up at him in surprise. "I meant what I said Elena. Stay put."

"I will," she assured him, although she wasn't quite sure she would be able to keep her word.

He nodded and watched as she and Alaric left the house. "I should have locked her in the basement," he mumbled as he walked up to the four people who were starting at him with large, questioning eyes. "What?" he growled.

Stefan was staring at him with guarded emotions. Damon smirked, knowing that it bothered his younger brother that Elena hadn't said one word to him. "What about locking my sister in the basement?" Jeremy asked, drawing him away from his staring match with Stefan.

"I told her she had to stay at her house for her own good," he answered. "You all know her well enough to know that she's not going to stay."

All four of them shook their heads. "She's definitely not going to stay at the house," Caroline agreed. "Maybe for a little while, but if we get rid of Katherine fast enough, it won't matter if Elena shows up to the event or not."

Damon gave her an astonished look. "Kill Katherine faster," he said, mulling the idea over. "Now that's the right attitude." With that, the group started setting their plan in motion.

Elena sat on the opposite side of the living room, staring at Alaric. Jenna was sleeping on the sofa between them. He was watching Elena like a hawk. Every time she excused herself from the room, she came back to find him in the kitchen or somewhere in the house with a clear view to the front door. As the night wore on, Elena became more and more restless. She was angry at Damon for demanding that she stay home and she was angry at herself for going over to the boarding house in the first place. Damon had been right; she should have let them keep this to themselves. Now that he had banned her from the Masquerade, the rebel in her wanted nothing more than to go.

When the movie they had been watching ended, Elena stood up and faked a yawn. "I think I'll just go to bed."

Alaric looked at her with doubt. "It's only eight."

She shrugged. "It's not like I have anything better to do."

He stared at her for a few moments and then nodded, wearily accepting her explanation. "I'll stay here tonight. At least until Jeremy gets back."

Elena smiled as he looked at Jenna. "You're welcome to stay Mr. Saltzman. I know Jenna would like that." He smiled up at her and she smirked. "And I know Damon told you to stay anyway."

He smirked at that. "Night, Elena."

"Night," she said and headed to her bedroom. On her way to the stairs, she saw her keys sitting on the ledge by the door. She looked around and saw that Alaric wasn't in her line of sight. Quietly, she grabbed her keys and slipped out the front door. She ran towards her car and sped off towards the Lockwood's.

The place was packed. The minute Elena stepped out of her car, she felt silly without a mask and in her normal clothes while everyone was dressed up. Shoving that feeling aside, she made her way through the crowd until she spotted Jeremy. Her eyes were everywhere, making sure Damon or Stefan didn't see her. She knew Damon would make good on his threat and lock her in the basement next time they had to do something like this. Hell, he would do it now just to show her he could.

Elena waited behind some of the shrubbery as Jeremy approached. When he was within arm's reach, she grabbed his wrist and pulled him off of his path. "Elena? What the- I thought you were at home?" he hissed.

"I was, but I couldn't wait any longer. I needed to know what was going on. I hate being left out of things."

Bonnie approached them and shook her head at Elena. "She's in the room with Damon and Stefan," she informed the siblings.

Elena's eyes went wide with alarm. "And that's a good thing?"

Bonnie nodded. "I put a spell on one of the rooms, a spell like the one at the tomb. The three of them are trapped and they won't be getting out until she's dead."

The moment Bonnie said that last word, Elena's body went rigid as pain exploded through her back. She hunched forward and started crying out for the force of it as the pain spread throughout her body. "Elena!" both Bonnie and Jeremy yelled at the same time.

They grabbed her arms and tired to hold her still. "She's bleeding!" Jeremy hissed.

Bonnie lifted up her shirt. There was blood, but no wound. "I don't-"

Elena screamed again as pain shot up her arm and blood began to stain her shirt as well. "It hurts!" she cried.

"Jeremy, go upstairs and tell them not to kill Katherine!" Bonnie ordered and then Jeremy was running faster than he ever had before.

He ran into everyone he passed, knocking them aside, spilling drinks, and getting a lot of curses thrown in his direction, but nothing stopped him. He made it to the room just as Damon raised a stake over Katherine's heart. "Don't do it! Damon, don't kill her!" he shouted, stopping before he went inside the barrier.

Both Salvatore's froze, but didn't look at him. Jeremy scanned Katherine's body and felt sick as he saw the wounds on her matched the non existent ones on his sister. "Gilbert?" Damon asked through gritted teeth.

"You're killing her."

"That's the idea."

"Elena. You're killing Elena." At that, Katherine smirked and pushed the brothers off of her.

"Elena's here?" Stefan asked Jeremy.

He nodded and Damon shook his head. "Told you," he muttered. "What does he mean, Katherine?" he asked her.

"It's a simple spell really. Think of it as an insurance policy."

"Go make sure she's okay," Stefan demanded, looking at Jeremy.

He nodded and made his way down to where Bonnie cradled Elena in her lap. "I got there just in time. Katherine said she had a spell on her. I'm guessing everything Katherine feels, Elena feels."

Bonnie's head jerked up at that. "There's another witch here. Jer, take Elena," she demanded and gently passed her to her brother. "I'll be back."

Jeremy shrugged out of his suit jacket and draped it over Elena's shoulders. "Are you okay?"

"It hurts, Jer."

He could only nod and pull her closer. His silence was due to his thoughts going down a dark road. He couldn't help but wonder what would have happened if Elena had done as Damon said and stayed home. He knew the answer; he would have come home and found her dead. He was just beginning to accept the fact that his parents weren't coming back, he couldn't imagine how horrible life would be if he lost his sister too. He shuddered and tightened his arms around her, silently thanking her stubborn, rebellious nature.

After a few minutes, Elena was finally able to move. Since then, she had been standing at the top of a hill that overlooked the Lockwood's backyard on one side and a pond on the other. She still had Jeremy's jacket, but she had no idea where her brother had gone. Once Bonnie came back to tell them it was over, that Katherine was gone for good, Elena had withdrawn to the hill. She jumped at the sound of someone clearing their throat and turned to see Damon standing beside her.

Neither one of them spoke for awhile. They just stood there in silence. Elena turned to face him and looked up at him. "Is it true? Katherine's gone?"

He nodded, his face an unreadable mask. "Are you okay?"

She inclined her head once. "It still hurts, but there's no marks; just blood."

He reached out and cupped her face with one hand. Looking at her was making his stomach twist in knots. He had been thinking about the what-ifs. What if he had locked her in the basement? Knowing that he had been so close to losing her made him want to take her into his arms and never let her go. "I'm glad you decided to ignore me and come to the Masquerade," he whispered, stroking her skin with the pad of his thumb.

"Me too," she breathed and tipped her head back to look at him.

A comfortable silence fell between them as they stared at each other. The depths of his piercing blue eyes seemed to swallow her, holding her captive, and she felt herself leaning in. Damon noticed her advancement and met her halfway, letting his lips descend lightly onto hers. He stilled, waiting for her next move. Fortunately, he didn't have to wait long before her lips parted and her tongue darted out to touch his lips. He parted his instantly, letting his tongue sweep across hers. He reached out with his other hand and gently laid it on her hip before pulling her closer.

Forgetting about the pain in her arm, Elena raised it to rest her hand on Damon's shoulder. The movement caused her to wince and Damon immediately withdrew, looking down at her with concern. "Did I hurt you?" he asked.

She shook her head once and placed a small kiss into his palm before stepping away from his touch. "You didn't hurt me Damon," she replied in a soft voice. His lips parted to say something, but his words died in his throat at the sight of Elena licking her lips. "I should go home and check on Jenna," she added, her voice drawing him from his fantasies.

He nodded absently. "Do you need a ride?" he found himself asking even though he had things to take care of.

"I should be fine," she answered and hoped that it wouldn't be too hard to drive when her body hurt the way it did.

"Do you-" he started, but stopped himself and swallowed hard.

Her eyes went wide once she realized what he had been about to offer. "I don't think your blood will help. I'm not physically injured."

He inclined his head towards her. "Call me if you need anything."

"I will," she said firmly. "Night Damon," she added and began walking towards her car.

The closer Elena got to where she had parked, the wider the smile on her face became. For once, she didn't feel guilty or any of the usual negative emotions she usually got after kissing Damon. All she felt was a sense of longing. Had it not been for her arm, she was sure she wouldn't have stopped there. Then again, for all she knew, this feeling could have been left over adrenaline from the fact that she had almost died tonight. It was on her mind and she knew it was on everyone else's, but she knew for a fact that if she hadn't shown up at the Masquerade, she would be dead.

Her stubbornness had saved her life.

Lost in thought, Elena didn't hear the footsteps of someone approaching her from behind until it was too late. A hand clamped over her mouth to keep in her screams as she felt something sharp being forced into her side. Within seconds, her vision began to blur and the world around her faded into black.