a/n: my first foray into this fandom. I love Caroline and this is my interpretation of the scene in 1x14. Because after what Damon did to her, she wouldn't have reacted that well.

Caroline sees him through the darkness. The drunk teenagers and loud noise can't hide Damon from her. She digs her hands deep into her jacket and feels her spine snap straight. Then she sees him holding someone – dragging someone – by the arm and her entire body vibrates. A bit of the fog and the laughter clear and she sees Elena is the one being pulled along.

What is he doing? Doesn't he know that this is the girl her brother loves, worships, whatever? Elena has seen the way Damon marked her, branded her like she was some kind of prize cattle waiting to be slaughtered. Instinctively Caroline reaches for her neck and rubs the scar that has formed from Damon's…affections.

Stupid. Shallow. Useless.

Damon's words echo through her mind and Caroline reminds herself to breathe.

'Hey is that Elena?' Matt's voice reminds her that he is standing next to her. Caroline doesn't trust herself to speak so she nods, the motion choppy and not at all in control.

Because that was what her relationship with Damon was about. Control. She was nothing but a pawn on his chessboard and though her memory slipped through her fingers like grains of sand, Caroline is ashamed to admit that she had liked being under his command. Those piercing blue eyes would haze her perceptions and suddenly she was inviting him to the Founder's Ball, letting him push her around like she was nothing. She remembers his soft breath against her neck, the whimpers that came from her, as Damon nudged his nose against skin. Caroline recalls begging him not to kill her, the feeling of complete relief when he vaguely agrees only to pierce through flesh and blood.

Damon meets her eye and Caroline can feel the same terror course through her.

'Damon,' she whispers and Matt turns to look at her. She forgets of course, because she is stupid, that Damon can hear her despite the noise. As if he can read her thoughts, Damon angles his head in her direction and starts to come closer.

Panic fills her, worming under her skin. Caroline had always been in control until Damon. Damon had taken that away from her, made her into this girl who could do nothing but second-guess herself.

Why was he with Elena?

He draws closer and Caroline tells herself that she is strong, smart and capable. Damon was wrong because Matt saw those things in her. Matt didn't think she was as shallow as a kiddy pool. Matt looked at her and saw depth and someone worth caring for.

Matt thinks you won't work remember?

But he kissed me.

He kissed you and then what?

Silence greeted her thoughts.

'Hey,' Matt says to Damon and Elena. Caroline fixes her gaze on her best friend. Elena doesn't look scared or terrified or even remotely like she isn't in control. There is a touch of desperation and maybe impatience but Damon's grip isn't something Elena seems to see as a concern.

'Elena?' Caroline forces herself to sound like Damon doesn't have the capability to snap her neck in half within the blink of an eye. The bastard looks amused by her efforts.

'Hey Caroline,' Elena greets and then looks down. Caroline follows her gaze and is surprised that her fingers are twined together with Matt's. When did that happen? Matt's hold is loose. Caroline wishes it were tight.

'What? No hello for me?' Damon asks with a smirk and Caroline wishes she could reach across and slap him across the face. Her eyes narrow dangerously instead.

'Like I want to speak to you,' Caroline informs him with as much conviction as she can muster. Damon actually smiles and she can feel her hand start to shake. Damon always smiled before he did something to her. Matt seems to feel her reaction because suddenly he's frowning, glancing between Caroline and Damon. Elena senses it too.

'There was a time you couldn't keep your hands off me,' Damon reminds her and this is like a slap to the face. Elena says something but all Caroline can hear is the pounding in her ears.

'Yeah. And look at what that got me,' Caroline hisses back because she wants to be angry, she wants to be in control and not afraid of this man in front of her. She untangles her hand from Matt, whose brow is furrowed like he's confused. Caroline doesn't think Matt knows what happened between Damon and her.

She wants to keep it that way.

Damon chuckles and then tugs on Elena, who rolls her eyes and flashes Caroline an apologetic look. And what is up with that? Elena has seen what Damon has done to her, the bites and the marks and everything, and yet here she is willingly being hauled around by this psychopath.

Is he using her too? Doesn't she care what he did to me?

'Sorry guys,' Elena manages to call over her shoulder as Damon walks off without another word. Like Caroline didn't matter and that all the abuse and moments between them was nothing but a passing distraction, which it could be considering his immortality.

'Caroline? Are you okay?' Matt questions her and there is that soft look in his eyes, the same one he had that night he kissed her. But Caroline can see the doubt rimmed around his pupils as well and that makes her break a little.

'I'm fine,' she tries to assure him and is grateful that her voice isn't shaky. 'I'm just…I'm going to get something to drink.'

Matt's looking at her like he doesn't believe her but makes no move to stop her as she walks away. She refuses to acknowledge why his doubt hurts and bows her head down as she drifts through the crowd.

I'm giving you an escape clause. Feel free to exercise it.

Caroline shakes her head in disgust at the girl she's become. Caroline Forbes used to be able to get everyone and everything she wanted. Now…now she looked like she was in control but on the inside that power seemed to shatter.

She grabbed a bottle of whiskey and looked over her shoulder to see Matt lounging against a jeep. Matt was reassuring and wanted to be with her.

Hello. Did we forget about the friggin' uncertainty?

Matt notices her staring at him. She gives him a weak smile before turning around and heading deeper into the woods. The dark envelopes her like it did when she was with (and she uses that word loosely) Damon and the fog that creeps around her resembles the jumbled state of her memory after he was done toying with her.

As she uncaps the bottle, her hands shake. They only stop moving after she's had enough to forget why she was here in the first place.