Elena walked towards the tomb, stopping a few steps outside the door. The woods were quiet, adding to the emptiness she felt. Alaric was in there, dying. The last person Jeremy and her had considered family, the last person to watch over them was being stolen away. She walked closer to the tomb, until she was just outside the door. As she drew closer, she heard voices echoing in the silence. Alaric wasn't alone.

She listened for a moment longer though she should have guessed who's voice she heard next. Damon was in there with him.

"Sorry I killed ya. Twice," she heard Damon say.

Alaric laughed quietly. "I have to actually die to get a real apology out of you."

The slightest smile crossed Elena's face though it quickly faded. She sighed walking into the tomb. Her throat tightened slightly as she saw them sitting on the floor.

"Drink?" Damon asked as he offered Alaric a bottle of bourbon.

"Actually I've been thinking about cutting back," Alaric said, a feeble attempt at a joke as a tear rolled down his cheek. His voice was growing weaker by the second.

"Yeah," Damon agreed taking a drink. "This stuff will kill you."

Neither had realized Elena had entered the tomb. Damon handed the bottle to Alaric, finally looking up towards the door. He paused a moment seeing her there. Neither of them said anything as Alaric handed the bottle back to Damon.

"Elena? What are you doing here?" He asked, finally noticing her. "I thought you left with Stefan."

"I came back," Elena explained, walking further into the tomb. "I didn't want you to be alone."

"Well I'm not," Alaric said, slapping a hand on Damon's shoulder.

Damon smiled weakly looking down at the bottle in his hands. Elena could see the pain that crossed his face when Alaric wasn't looking, as she sat down across from the two of them. She understood what he was thinking. She knew the pain he felt. Elena was losing a friend and guardian, Damon was losing his best friend, even if he would never admit to it.

The three of them sent sat in silence for the longest time. Damon and Alaric passed the bourbon between the two of them. Elena saw Damon look at her a few times but mostly their attention remained on Alaric. She watched as he slowly faded. His breathing coming in shallower with every breath, his eyes seeming to grow heavy as he tried to keep them open, fighting death. As she sat there, thoughts of her parents came to mind, thoughts of them and of Jenna. Everyone who had taken care of her and Jeremy. The question Jeremy had asked her months ago echoed in her mind, "Why does everyone have to die on me?". They had both lost so much.

Alaric's ragged breathing brought her attention back to the present. She watched as he attempted one last shallow breath, before his eyes close as his head lowered to the side and he was gone. Elena couldn't stop the tears as they flowed from her eyes, looking at his still body. Alaric was gone. She looked to Damon, nothing could describe the pain that was etched into his face. She could see the sheen of tears in his eyes as he raised his bottle once, taking a final swig until it was empty. One final toast to Alaric. There was so much pain in that one glance. Elena had never seen Damon cry and she knew he wouldn't, but she could see this was closest thing he would ever get to it. He replaced the cap on the bourbon bottle, not saying a word.

The anguish on his face was almost too much to bear as they both stood silently. Elena stepped towards him closing the gap between them, wrapping her arms around him. She didn't know what she expected him to do but she knew how much he had just lost and that she had to be there for him.

She could hear his anguish as Damon sighed. He wrapped his arms around her, holding her tightly. Tears continued to fall down her face, as they stood there. She could only imagine what Damon was feeling right now. She remembered when she had asked Stefan what it was like being a vampire. When had told her "Anger becomes rage, and when you`re sad, you despair, grief, loss, can cripple you."

Damon had lost just as much as she had tonight, if not more. They stood there for a while, each literally holding the other together, until Damon sighed again, letting go of Elena and taking a step back.

He took one last look at Alaric's still body before turning around to leave to tomb. Elena followed him out, looking back once more at Alaric. He looked almost peaceful where he sat, his eyes closed, as if he had just dosed off. She thought of the past weeks he had suffered through. His alter ego taking control, the confusion he had gone through, the pain of knowing what he had done. The only comforting thought was that he was at peace now. He wouldn't have to suffer through this vampire-filled world anymore. He had moved on while the rest of them were left to keep on living, some for normal lifetimes the rest for all eternity.