In the middle of the night both brothers had periodically checked on their niece, it broke both their hearts to see her in that much emotional pain. They stood outside her room watching her for a brief moment.

"I'm gonna kill that evil little bitch for what she did". Damon said quietly.

"You and me both, I never seen Gracie so hurt and upset like that". Stefan replied.

"Neither have I, come on it's been a long day we need to get some shut eye".

The two brothers went to their rooms and just as they laid down their eyes slowly closed then snapped back open as they heard Grace scream and cry, the ten year old was tossing and turning in the bed getting tangled in the blankets till she stood up and continued to sob.

"M-mom! D-Daddy!" Grace cried.

The brothers reached the young girl's room and saw that she was sitting up straight crying, trying to catch her breath so they rushed to her side quick, Damon embraced her. She held on tightly to Damon holding onto him for dear life as Stefan rubbed her back soothingly.

"Shh Gracie shh, it's alright sweetheart it's alright now. It's ok now baby, everything's alright". Damon soothed her.

"I-I want m-my mo-mom and daddy". She sobbed.

"We know sweetie we know". Stefan said softly.

After a few moments Grace had calmed down and just as Damon was gonna put her down she tightened her grip on his arms.

"Stay with me? Please". She looked at Damon, her eyes still glassy from crying.

"Sure sweetheart I'll stay with you". He said as he brushed the new tears that came down.

Stefan kissed the back of Grace's head then left the room, Damon held his niece protectively in his arms as she slowly was falling asleep.

The next day

Stefan had woken up and remembered last night's events so he went to check on his niece so he quietly went to her room, he had cracked the door to see her cuddling one of his pillows close to her chest and his brother no where in sight. He then heard his brother downstairs with Caroline.

"I'm in the kitchen Stefan". Damon called to his brother.

He then went to the kitchen to see his brother cooking and Caroline sitting there quietly.

"How's Gracie?" Damon asked.

"She's still asleep". Stefan answered.

"Is she ok?" The blonde asked.

"Not really, Katherine told her something and she's not taking it well". Damon answered.

"What she tell her?"

The brothers exchanged looks before Stefan replied in a quiet voice, "Katherine's the one who's responsible for Grace's parents death".

"What?" The blonde looked hurt as if she was ready to cry. She couldn't imagine if someone had killed her parents.

"Just don't bring it up around Grace she's still having a hard time with it".

"I won't promise".

Just then Grace had walked into the kitchen slowly without saying a word, she got up on the chair just as Damon set the plate of eggs and waffles in front of her with some milk but he had put some vervain in it.

"You feeling better Gracie?" Stefan asked.

The young girl sadly shook her head no and continued to eat then Damon spoke up. "Gracie we'll be in the living room if you need us alright sweetie".

"Ok". She whispered.

The brothers kissed her head then went in the living room with the blonde.

Caroline is sitting on the couch. Damon gives her a glass of blood.

"Here". Damon said handing her the glass.

"I'm still shaking". The blonde said.

She drinks. Stefan makes sure his niece is out of earshot before the conversation starts.

"What happened?" Stefan asked.

"Go ahead, tell him. You're gonna love this". Damon says.

"I saw Katherine today". Caroline said.

"Where?" Stefan asked.

"At the Grill. I just stopped by to gawk and...quasi-stalk Matt".

Mystic Grill

The flashback starts. Caroline tells them the story. She's looking at Matt; he sees her.

"Do you need a table?" Matt asked.

"No, I'm not staying. I just needed to use the little girls' room". Caroline answered.

"Skip the teen drama and get to it". Damon says in an impatient voice.

"Then I had to pretend to use the bathroom even though I didn't really have to go because I'm a doofus".

Caroline is in the bathroom. She's washing her hands when Katherine arrives. She poses as Elena.

"Elena?"

"Hey, I saw you with Matt, are you okay?" Katherine replied.

"Yeah, you know...whatever".

Caroline tries to superspeed passed Katherine, but Katherine grabs her and pulls her back.

"You're good. What gave me away? Was it the hair? Or was it my clothes?"

"I know Elena is...I know Elena's at home".

"I need you to deliver a message".

"What was the message?" Stefan asked.

"Tell Damon and Stefan that I want the moonstone or I will rip this town apart until it rains blood. Or maybe I'll kill that precious niece of theirs while making them watch she'll end up like her poor little parents".

"Tell him the rest of it". Damon said.

"Tonight, at the masquerade ball".

Salvatore Boarding House

The flashback ends.

"She wants to do it in public. Killing Mason threw her off guard". Stefan said.

"She's running scared. What she did to Jenna was desperate. She's out of tricks". Damon responds.

"We can't underestimate her. We have to play this smarter than her".

"Can we just give her the moonstone so she'll leave?" The blonde asked.

"No, Katherine's not getting dick. I've had it. I'm gonna go to the masquerade ball and I'm gonna kill her, tonight". Damon said.

"You're not gonna kill her". Stefan responds.

"Don't give me that goody-goody crap".

"You're not gonna kill her".

"Really?"

"Because I am".

"You should let me do it". Grace said in a cold tone as she entered the room.

"Not happening Grace". Damon said firmly.

"Uncle Damon she killed my parents I want to be apart of this, I need to be apart of this".

"Grace you're not a killer, you're not what Katherine is. You don't want or need to stoop to her level".

"I want her to pay for what she did and I don't care how it's done. My parents death will not be in vain. I'm coming tonight if you or Uncle Stefan like it or not and I don't care what either of you have to say about it".

Katherine's Room

Katherine enters the bedroom. She's carrying a shopping bag. Mrs. Flowers is helping her.

"Where should I put these?" Mrs. Flowers asked.

"Right there. Thank you, Mrs. Flowers. You've been such a wonderful help". Katherine answered.

"Oh, it's my pleasure dear. Let me know if there's anything else I can do".

"I will".

She takes a dress from one of the bags. A woman is in the bedroom. Katherine rushes over her and pushes her against the wall.

"Oh, Kat, chill". Lucy said.

"Do not sneak up on a vampire".

Katherine releases her.

"Don't attack a witch. It's good to see you girl".

Katherine hugs her.

"I'm glad you made it".

"You called, I came".

"Like you had a choice".

"Don't get all boss lady on me. You know I love you".

She takes a mask from one of the bags.

"Now, where does one wear this?"

"To a masquerade ball. Tonight. You want to be my date?"

Salvatore Boarding House

Damon and Stefan looked shocked at what their niece had said, they were surprised to hear her talk this way. Grace continued to look at her uncles until she got her answer.

"You do everything we tell you to do. Understand me". Damon said firmly.

"As long as Katherine dies or suffers I'll do whatever you say". Grace said.

"Come with me Gracie".

Caroline opens the front door and Bonnie is there.

"Hey, come on in". Caroline said to the witch.

"I got Stefan's message". Bonnie responds.

"Hey, you brought the grimoire, thank you". Stefan said.

She sees Damon and Alaric talking and she sees that there are a lot a weapon on the table. Grace was sitting by Damon listening in as the two men talked.

"What's going on?"

Jeremy arrives.

"We're gonna kill Katherine". Jeremy says.

"I can explain". Stefan said to Bonnie.

"Please".

"We're gonna kill Katherine".

Alaric shows the weapon to everybody.

"This works with compressed air. The trigger mechanism is up here. I have two of these in a different size. For you I recommend this. It fits nicely under the jacket sleeve. You use the trigger when you're ready". Ric explaining how the weapon works.

He fakes killing a vampire. Damon and Stefan look at each other.

"You wanted me to show you how to kill a vampire".

Grace raised her hand then spoke, Can I get one of these?"

Katherine's Room

Katherine is straightening her curly hair.

"What's with the hair?" Lucy asked.

"I'm impersonating my dull-as-dishwater doppelgänger Elena. She has the worst taste". Katherine responded.

"Except in man. Isn't it a risk pretending to be her in front of the entire town?"

"I've gotten quite good at it actually and everyone's gonna be in masks. It's for some feed this, something charity. It's for a good cause Lucy".

"Hum, okay. Well, have you actually seen the moonstone before? I always thought it was some made up legend".

"I have seen it and I need you to help me get it back".

"Oh yeah? What are you gonna do with it?"

Katherine looks uncomfortable.

"You want me to break the curse".

"Let's just get it first. All I really need from you is backup. I can't imagine that Damon and Stefan are just gonna hand it over without putting up a fight".

Salvatore Boarding House

"Grace there is no way I'm letting you get that kind of weapon". Damon said.

"Why not I can do it". The ten year old said.

Damon tried to think of an excuse but before he could even say a word Grace had spoke up again, "And don't say you're afraid I'm gonna hurt myself. I'm perfectly capable of handling a weapon like that".

"I don't want you handling no weapons Gracie, let Stefan and I handle Katherine alright. I know you want her to pay for what she did, I just don't want you to regret anything later".

Grace looked in disbelief. "Regret? Uncle Damon I won't regret anything I promise, all I want is to avenge my parents and what she did if anybody is gonna take her out it's gonna be me".

Bonnie is talking with Stefan.

"I know you love Elena and you want to be with her but it's risky. Too many people could get hurt". Bonnie said.

"Look, I want Elena back, yes but it's more than that. What Katherine did to Jenna it crossed the line. She has to be stopped before it happens again". Stefan responds.

"I don't know, Stefan".

"Katherine knows me, right? She knows that I'm not gonna try something in a crowd full of innocent people so that gives me an edge. I could catch her by surprise".

"I could do a spell to trap her, like the tomb spell".

"Right. We can isolate her, away from the others. Please Bonnie".

"Okay".

Everyone is in the living room.

"Are you sure you guys don't want me there tonight?" Ric asked.

"No, I need you to stay with Elena. I don't want her to know about this". Stefan responded.

"Okay. Well, I'll make sure she doesn't leave my sight".

"Alright, if anybody wants to back out, I'll understand".

"Yeah. Cold feet speak now. I don't want this going wrong if someone chicken's out. Caroline". Damon says.

"I won't. Look, she killed me. Fair's fair. As long as there's no werewolf running around". The blonde said.

"You know I'm in Uncle Damon". Grace said.

"Oh, I took care of Mason". Damon said with a smirk.

"As long as Tyler doesn't kill anyone, he won't turn". Jeremy said coming in the conversation.

"Bonnie? Are you with us?" Stefan asked the witch.

"But no one gets hurt". She answers.

"Except Katherine. Tonight Katherine gets a stake through her heart". Damon said.

"I can do that with pleasure". Grace said.

Lockwood Mansion

[It's the masquerade ball. Everyone is wearing masks. Tyler is in his father's office. Carol joins him.]

"It's already packed out there. You know, we need to keep that door shut. Your father would be very unhappy if I let guests in here". Carol said.

Tyler gets up. He's wearing a suit.

"Oh, look at you! So handsome".

"Thanks. You look pretty good too mom". Tyler said.

"Oh, a compliment. I think I'll fall over".

"Listen, I'm sorry I've been a dick lately...a jerk lately. It's just...Have you heard from Mason?"

"No and I don't think we're going to. He's coming, he's going, it's just his way. He's the exact opposite of your father".

"We should have cancelled this party".

"This whole masquerade theme was his idea. I don't know what it has to do with helping the homeless but once he made up his mind, he could really be a dick...a jerk. But I loved him and I know you did too. It's natural to feel abandoned. I just don't want you to feel alone".

"Come on, put your mask on. Let's just go out there and pretend to have some fun".

"I think I need a cocktail first".

Katherine and Lucy arrive. They're going different ways. Katherine takes a strawberry from a plate and walks into Matt.

"Elena?" Matt asked.

"Matt? You look dashing". Katherine replies.

"I thought you said you weren't coming".

"I couldn't miss it. You really are hot in a suit. I would love to just...Okay, here's the deal".

She compels him.

"Do you know what you have to do?"

"I'm gonna get Tyler Lockwood really drunk. I'm going to start a fight with him and I'm gonna beat him until he snaps".

"And then?"

"I won't stop until he kills me".

"God, you're hot. Now go away".

"Thank you".

He leaves.

Damon, Grace and Stefan are outside. They look around. Damon had held onto Grace's hand the whole time to keep her within his sights.

"Do you see her?" Damon asked.

"Nope. You're sure you can do this?" Stefan answers his brother.

"Who are you talking to?"

"Oh, I had the chance to kill her and I hesitated".

"Well that is the fork in the road between you and me my friend. I don't hesitate".

"Neither will I". Grace said.

"You spent 145 years loving her, it could happen". Stefan tells his brother.

"I won't hesitate".

"Okay".

"I get to torture her a bit". Grace said.

"I'll think about it". Damon said.

"As long as I can inflict any kind of pain on her I really don't care".

Jeremy is carrying a bag. He and Bonnie go upstairs. They enter an empty room.

"I thought this room could work". Jeremy said.

"It's perfect". Bonnie replies.

Jeremy takes a weapon from the bag. Bonnie sits down and takes out the grimoire.

"Is that the spell book I read about in my family's old journal?

"It's my ancestor, Emily's. The spell I'm doing here is similar to the one that sealed the vampires into the tomb".

She opens it. Jeremy puts the bag in the closet.

"Can you do all the stuff that's in there?"

"I mean it takes practice. I've worked on some small spells. Spells that only do good. I don't want to know too much. I don't particularly enjoy any of this, in case you haven't noticed".

"Yeah but you're 100% witch, that is so cool".

"It's anything but cool. Did your family journals tell you what happened to Emily? Or what about my Grams? It never ends well for people like me".

"If you feel that way, why help?"

"Because I don't want anyone else getting hurt and I don't know how to stay out of it".

They are going back to the party.

"We need to let Stefan and Damon know the room's ready".

Suddenly she stops.

"Do you feel that?"

"What's the matter? Are you cold?"

"No".

She sees Lucy and goes toward her.

"Excuse me, do I know you?" Bonnie asked Lucy.

"No, I'm a plus one, I know no one, but it's a great party though". Lucy replied.

She leaves. Bonnie joins Jeremy.

"Are you okay?" Jeremy asked concerned.

"I just got a weird vibe. Let's find Damon".

Stefan is on the dance floor, alone. He sees Katherine walking down the stairs a long distance away. Then Katherine suddenly appears behind him.

"Dance with me". Katherine said.

"No". Stefan replies.

"Fine then tell me who I should kill. Him? Hmm, she looks delicious. Or how about little Gracie I mean after I'm done with her I'll be more powerful than ever before she might be reunited with her parents again".

Stefan stifled a growl as he was ready to rip her throat out.

She eats a strawberry. Stefan offers her his arm. She follows him and they dance.

"It's a beautiful night".

"Why the charade?"

"How's Jenna? I certainly didn't expect her to survive that. Lucky girl. Clumsy. How does one stab oneself?"

"Katherine?"

"Uh?"

"I don't want anyone to get hurt tonight. Especially my niece".

"Okay. Then give me the moonstone and nobody will".

"Well, you see, I don't have the moonstone on me. So, you and I will have to go get it together".

"Hmm. I have a better plan. You go fetch it and I will try not to kill anyone in the meantime".

"My way or you don't get it".

Aimee arrives.

"Hey Stefan, I can't find Matt. Oh my god Elena! You look so pretty. I love that dress. You look gorge". Aimee said.

"Thank you. I love your necklace". Katherine said.

"Oh, thanks".

"Oh it's twisted. Here, let me, here we go".

She goes behind Aimee and she snaps her spine.

"Paralyzed from the waist down". Snaps Aimee's spine again. "And dead".

She kills her and throws Aimee's body in Stefan's arms.

"The moonstone, Stefan. Tick tock. Next time it might be Grace".

Stefan, Damon, and Grace are in an empty room.

"I could have taken Katherine". Grace said.

"You're not using your powers in public Grace". Damon said firmly.

"I put the body in the trunk for now". Stefan said.

"We'll dump her when we get back".

"This is exactly what I didn't want it, Damon".

"Stefan, it's collateral damage".

"Right, which is why we need to call it off".

"No way Uncle Stefan! Not after all she's done to us". Grace protested.

"What? Who's hesitating now? Hey! Don't do this to me! This woman ruined our lives, she destroyed us! Tonight it ends. We can do it together. I got your back. All right?" Damon says.

"All right".

Bonnie and Jeremy are waiting for the signal.

"So can you do like a hocus pocus to ace a test?" Jeremy asked.

"I don't know that spell". Bonnie responds.

"It'd be like the first one I'd learn or maybe like a sex spell or something. I don't know. Do you want to dance or something while we're waiting?"

"No! I mean no thank you".

Jeremy receives a text message from Damon that reads "Now."

Elsewhere Katherine is walking. Lucy joins her.

"You didn't tell me there was another witch here. Actually two and the second one is more powerful". Lucy said.

"Didn't I?" Katherine replied.

"No, you didn't. No one is supposed to know I'm involved. This changes things, Katherine".

"This changes nothing. You're here because you owe your dear friend a favor. You wouldn't want to lose my friendship now, would you?"

Jeremy arrives.

"Elena". Jeremy says approaching.

He removes his mask and looks at Lucy.

"Hey sorry, could I talk to my sister?"

She leaves.

"What is it Jeremy?"

"I have a message from Stefan".

She looks surprised.

"Oh?"

"He and Damon want you to meet them at the edge of the lake by the woods. They brought the moonstone".

"And why are you their little messenger?"

"Because they know I'm not afraid of you".

"Hmm, you Gilbert men, so courageous. How's John by the way? Were they able to sew his fingers back on?"

She strokes his tie, looks at him and leaves. Jeremy is texting to Damon but Elena grabs his arm.

"What the hell is going on?" Elena asked.

Caroline is inside. She sees Matt with Sarah and Tyler. He stops, looks at her and leaves with them. She receives a text from Jeremy reading "Your turn." She walks through an empty part of the manor and goes to open a door but Katherine arrives, grabs Caroline's wrist and pushes her against the wall.

"What are Stefan and Damon up to?" Katherine asked the blonde.

"What do you mean?" Caroline replied.

"I've got Jeremy Gilbert luring me out to the lake. What's going on?"

"I don't know...nothing".

She chokes her.

"Don't lie to me, Caroline. They're up to something, what is it?"

"I..."

She chokes her harder.

"Wait, no, no, no! Okay. They're trying to kill you".

"I figured as much. Where is the moonstone?"

"Bonnie has it".

"And where is Bonnie right now?"

"I don't know".

She chokes her again, raising her off the ground.

"Okay. She's upstairs, she's upstairs!"

She releases her.

Elena is with Jeremy and Bonnie.

"You guys are trying to kill her here?" Elena asked.

"We saw an opportunity and we knew we had to take it". Jeremy answered his sister.

"Okay, stop with the "we", are you guys crazy? You're gonna get yourselves killed".

"We know what we're doing, Elena". Bonnie said.

"And how am I supposed to feel if one of you guys gets hurt because of me?"

"It's not just you anymore, Elena. She's messed with all of us, she has to be stopped". Jeremy said.

Katherine is dragging a sobbing Caroline upstairs.

"Why do you keep dragging me into this? I don't want any part of it". Caroline said.

"Shut up!" Katherine hissed.

They are in front of a door.

"Which room is it?"

"It's that one".

She goes into the room. Caroline stays outside.

"Where is she?"

Caroline's sobbing turns into a chuckle.

"I did it! I really didn't think that I'd be able to fool you but I did it!"

Katherine rushes over but she can't leave the room. She's trapped.

"What the...? Stefan?"

He's in the room too. He has a stake in his hand. Grace was standing beside her uncle gripping a stake in her hand.

"Hello Katherine". Stefan said.

"Goodbye Katherine". The blonde says.

Grace glared at her coldly. "Good bye you evil bitch".