Stefan's foggys eyes found the clock that read 3:47am. Then, he found the reason he was awake at this hour. Caroline's picture lit up his phone along with the sounds of his ringtone.

"Hello?"

"I need you." her voice cracked. "I'm at the hospital."

If Caroline was at the hospital that meant things had gotten worse. Liz had been released a few weeks ago; she didn't want to go back until it got bad. "I'll be right there."

Stefan didn't even bother changing out of his flannel pajama bottoms; he threw on a shirt and ran out the door. When he got to the hospital he went to the front desk. "I'm looking for Liz Forbes."

Stefan drummed his fingers on the desk impatiently as the lady at the desk typed.

"Stefan."

He turned to see the broken girl standing in front of him. "Caroline." He rushed toward her, pulling her into his arms.

"I'm losing her." She gripped onto his shirt, as if being in his arms could make the world around her disappear.

They held onto each other in silence for what seemed like hours before returning to the waiting room where Caroline had spent the day. While holding back tears she told him how the doctors didn't think there was anything left to do; that she would go peacefully. That, of course, didn't make her feel any better.

A doctor approached them and they stood up. "If there is anyone else you'd like here with you, I'd suggest you call them. I'm so sorry Miss Forbes."

"Thank you." Stefan said as he rested his hand comfortingly on Caroline's back.

"Will you stay?" Caroline asked looking up at him.

Stefan couldn't believe she was asking this, "Of course." He wasn't making the mistake of leaving her when she needed him again.

"I'm going to call Elena." Caroline said walking a few steps away from him. "Hey, I'm sorry to wake you, but I um…" Caroline stopped. She couldn't hold her sobs back. Turning back to Stefan she handed him the phone and put her head on his chest.

"Can you make it to the hospital?" Stefan asked.

"I'll be right there." Elena answered.

Caroline was holding her mom's hand tightly as Stefan and Elena stood near by. Liz's eyes were shut and she was hooked up to many machines. Elena told a funny story of when she had stayed the night with Caroline when they were younger. She hoped Liz could hear her.

Caroline had already said her goodbye before she called Stefan, she just sat in silence with tears rolling down her cheeks.

Then, it happened. The distinct sound of the monitor that let Caroline know her worst fear was coming true. Doctors rushed in and told the three that they needed to step outside. "Mom." Caroline kept screaming as Stefan gently pulled her out of there.

In the hallway Caroline completely fell apart. Stefan's body was the only thing keeping her from falling to the ground. Rage took over and she started pounding her fists into his chest. He didn't try to stop her, he knew she needed to express her feelings in anyway that worked for her. After a few dozen hits her punches slowed to taps and then stopped altogether. Stefan wrapped his arms protectively around her as Elena watched with tears in her own eyes. She wanted to comfort her, but knew Stefan was doing more for her right now then she could.

"Are you ready?" Came Stefan's voice from her doorway.

She didn't even bother looking at him. She knew he'd be wearing one of his best suits. "I'll never be ready for this."

Her eyes were red and puffy. It was clear she had only stopped crying moments ago.

"Damon and Elena are waiting in the car." he didn't want to rush her, but the funeral started soon.

"I think I'm just going to take my own car." she said turning to face him.

Stefan could see her visibly shaking, even though she was doing her best to try and hide it. There was no way he was letting her drive or even be alone in her current state of mind.

"How about we take my car. Damon and Elena can take his."

"Okay." she nodded, not having the energy to fight.

The funeral lasted over an hour. Liz Forbes was a big part of the community and many people had nice things to say about her.

Caroline struggled through her speech of how wonderful her mother really was. When it was over she found her chance to slip away unnoticed and and she took it. Taking Stefan's car keys along with her.

She was speeding, there was no doubt about that, as she drove down the abandoned road. The radio was loud, the wind was messing up her perfect curls, and she had about thirty missed calls; but she didn't care about that. She was focused on getting away.

However, she didn't get too far when her joyride came to a screeching hault. Stefan's car was smashed against a tree after Caroline swerved to miss an oncoming car.

"Are you okay?" asked the driver of the other car who had rushed to check on her.

Caroline slowly lifted her head to see a man not too much older than herself at her window. Before she realized what she was doing, before she could control herself, the vampire showed her fangs and lunged at the guy's neck. When her humanity sunk in she let him go. The body dropped to the ground. He wasn't dead, but he wasn't conscious either.

Her phone, which was thrown on the ground from the impact, started ringing. Stefan's name and picture appeared on the screen. She reached to grab it with her bloody hand.

"Stefan?" her voice was scared and shaky.

Stefan sighed in relief. "Where are you?"

"I'm a horrible person." she sobbed into the phone.

"Caroline, tell me where you are." he said calmingly.

"I - I don't know. Uh…" she tried to calm herself enough to think. "About seventeen miles north of the cemetery."

"I'll be right there."

"Stefan, don't be mad at me." her small voice whispered.

"Never." he hung up. Bowring Elena's car he rushed to his best friend.

When he pulled up he saw Caroline compelling a guy who had blood on his neck. Caroline noticed Stefan as the compelled guy walked away. She couldn't look at him; she was too ashamed.

"I'm so sorry. I ruined your car. I could have killed that guy. I - I…"

Stefan pulled her into him whispering in her ear, "It's okay. He's going to be fine, and I'll fix the car. I'm just worried about you."

Caroline's head rested on Stefan's chest. "I don't deserve you." Her throat was scratchy.

"Let's get you home." He took off his suit jacket and wrapped it around her.

"I'm not ready to go back there."

Stefan nodded as he helped her into the car and went around to the drivers side.

"Wait, what about your car?" she asked

"I'll call a tow truck later."

Back at the Salvatore house Stefan was putting new sheets on a guestroom bed as Caroline took a shower. Elena had rounded up some clothes for Caroline to change into, including one of Stefan's hoodies. According to Elena it would make Caroline feel safe.

Stefan placed the last pillow back on the bed as Caroline entered, her arms wrapped around her body. Her hair was still damp and she looked exhausted.

"Do you need anything else? Another blanket? More pillows?" Stefan asked wanting her to be as comfortable as possible.

Caroline shook her head as she walked past Stefan and climbed under the covers.

Stefan, unable to help himself, went to her side and tucked the blanket around her. "I'll be right next door. If you need anything, just say the word." He switched the lamp off and turned to walk out, but something stopped him. Caroline's hand reached out from the covers to pull him back.

"Stay." her voice desperate, and he could hear the uncertainty. She had asked him this once, and made the wrong choice.

He lifted the blanket as she moved over just enough to let his body fit perfectly next to hers. He opened his arms to her and snuggled closer than she had ever been to him. "I'll stay, Caroline. I'm not leaving." he brought his lips to her forehead as she drifted off the sleep.