Caroline awoke to the warm rays of sunlight touching her face. She didn't open her eyes, but instead reached out with her other senses and took in the scene around her. It was a Saturday morning. She should get up and face the day, but the presence next to her stopped her from moving. She could feel the warmth of his still form, though she wasn't sure if he was sleeping or not. She heard the sheets ruffle behind her, and a warm arm slipped around her waist.

"Good morning, Caroline," he whispered, his breath tickling her ear. A smile spread across her face, but she kept her eyes closed, pretending to be asleep. "I know you're awake," he continued, his hand moving towards the bottom of her shirt, he tugged at the edge, but did no more. Instead he placed a gentle kiss behind her ear. She let out a satisfied sigh, giving herself away.

"You really have to stop doing that," she said, opening her eyes and turning around to face him. He was smiling at her; his beautiful green eyes bore into hers.

"And why would I stop?" he asked.

"Because we're only meant to be friends…" she reminded him, reaching up and touching the tip of his nose with her index finger.

"Oh so, friends do this?" he asked, moving his hand up under her shirt, tracing her spine. She shuddered under his touch. "And this?" he said, moving his head in and covering the short distance between them, capturing her lips in his.

"No, that's the point," she managed to choke out, breaking away from his lips. "Friends don't do that… and we're friends…" she trailed off, her eyes moving from his and down to his lips. She watched as he moved his tongue over his bottom lip, and she bit hers in response. "Thank God we haven't had sex…" she trailed off, unable to move her eyes from his lips.

"We can always fix that," Stefan said, his voice was low and gravelly, she could tell that he wasn't joking when he said that.

"We can't," she protested, trying to wriggle out of his arms, but he held her there, not letting her move a fraction of an inch.

"Why not?" he whispered, turning his head and planting gentle kisses on her neck.

"Elena," she managed to blurt out.

"Elena is with Damon now, Caroline. She doesn't matter."

"You're still in love with her."

"I'm not."

"How can I know you're telling the truth?" she turned serious, he stopped kissing her and looked her in the eye.

"Because I am, Caroline. I haven't been in love with Elena for a long time. You can trust me."

She looked down, avoiding his gaze as tears filled her eyes. She hoped he wouldn't notice.

"Hey…" he spoke softly. He noticed. Of course he noticed, he could always see right through her. "Caroline. Look at me." She shook her head, but moved closer to him, laying her head on his chest so he couldn't see her face. She stayed there, listening to his heartbeat. "Caroline what's wrong? Did I say something..?"

"No. No it's not you," she said quietly, moving her hand to wipe the offending tears from her cheeks.

"Then what is it?" she could hear the worry in his voice and decided to just be honest. She moved to sit up, and his arms fell away. He sat up too, looking at her with concern in his eyes.

"It's just. We kiss, we cuddle, you stay with me and we sleep together, and we talk, but we don't have sex. I'm not complaining about that, by the way. It's nice to have someone not want to be in your pants the first time you hang out together." He listened, watching her. "It's just that I really, really love spending time with you, Stefan. But every time you go and I'm left alone to think about everything, I can't help but feel like I'm just a rebound for you." She finished, and waited, staring at her hands in her lap.

"Caroline." He reached out and grabbed her hand in his, she didn't respond to his voice. "Caroline, for God's sake will you please look at me." She looked up at him, his eyes were soft.

"What?"

"I'll admit, I haven't been entirely honest with you." Her eyes hardened, her mind immediately jumping to Elena, jealously filling her so quickly she was shocked at herself for having such feelings towards her best friend.

"You are still in love with her."

"What? No! No, Caroline that's not what I'm talking about. I'm talking about you." Her jealously left her as quickly as it hand come, confusion taking its place.

"Me?"

"You."

"What about me?"

"You're my best friend. And I love spending time with you too," her heart sank at the word 'friend'. "A little too much. Caroline." He said her name again, commanding her to look at him, as her eyes had drifted back to her hands in her lap. "I like you, Caroline. More than a friend. I've been spending so much time with you because I like you. You understand me more than anyone else ever has. I cuddle with you because I like you. I stay the night because I like you." He leaned forward then, still holding her hands in his, and kissed her gently. Her heart skipped a beat, and it did not go unnoticed by either of them. "I kiss you because I like you. And I want to see if maybe one day we can be more."

"Really?" she asked, and his heart broke at the insecurity he saw in her eyes. He would never be the one to let Caroline Forbes down.

"Really. Caroline Forbes, you are not and never will be my rebound. You are much, much more than just a rebound to me."

"You're too good for me," she told him, relaxing now that she knew where they stood.

"No. You're too good for me. Now, can I take you on a date tonight?" he asked, his face serious.

"A date?" they had never been on a date together.

"Yes. A date. I want to do this properly. I want to woo you the way you deserve to be wooed." She smiled at him, wondering how they had managed to get to this point.

"I would love to go on a date with you, Mister Salvatore."

I hope you like it! Please rate and review and tell me if you have any ideas or suggestions about what should happen next :)