Heyhey! Okay so this is a one-shot. Caroline/Elena. Set shortly after Caroline turned into a vampire. Femslash!


Elena tipped her head back and moaned as Caroline's lips connected with the sensitive patch of skin just under her left breast. Pale fingers tangled in dark tresses, tugging gently, spurring Caroline on in her quest to leave Elena breathless and begging for more.

The blonde placed one hand on the small of Elena's back, gripping her firmly as she traced a path across the smooth plane of Elena's stomach with the fingers of her other hand. The brunette giggled when Caroline's fingers ghosted across her flesh, sending a chill down her spine and eliciting a line of goosebumps. When her hand slipped lower, fingers just moving past the waistbad of Elena's pink and white boy shorts, Elena sucked in a sharp breathed and jerked her body away from the contact. Caroline let a low growl of frustration escape her lips.

"Wait." Elena said brethlessly.

"What's wrong?" Caroline asked.

"I thought I heard something, I think my aunt's home." Elena tilted her head to one side and pretented to listen, although she knew here was nothing to hear. Her aunt wouldn't be home for hours, if she came home at all.

"You're stalling. Stop it" Caroline said.

Elena shook her head. "No, i'm not. I don't want to get caught. My aunt-"

"Your aunt's not home, Elena. There's no one else here. It's just you and me tonight."

Elena gulped audibly.

"You're scared." Caroline said suddendly, an odd look passing over her pale face. She titled her head to the side, much like Elena had just a few moments ago, and narrowed her brown eyes. "You are. Yo're scared. I can hear your heartbeat rissen."

"No, I'm not. I just don't wanna get in trouble, that's all."

"Are you scared of me?"

"What? No! No, of course not."

"Then what is it?"

Elena let out a heavy sigh and ran her fingers through her already messy hair. "I just-this is so different from what I've done with Stefan." She said finally.

Caroline smiled devilishly. "Oh, I can show you things that Stefan has never even heard of. You just have to want it. If you don't, then we can stop this right now. No harm, no foul. It's your call."

Elena gulped again. Did the room just got hotter? She was sure it had: she could feel her cheeks flush, feel her entire body warming at the mere though of the things Caroline might show her if they indeed went trough with what they had started. What Caroline had started, actually.

"Elena, I'm not getting any younger. Come on. Don't be such a prude," Caroline said with a hint of a whine to her voice. She stuck her bottom lip out in an exaggerated pout.

"You are such a five-year-old," Elena said, shaking her head.

Caroline just rolled her eyes. "You're already half-naked and I'm horny and we're getting nowhere like this," she said.

"Caroline!"

Elena reached out to swat at the blonde's arm, but Caroline caught her wrist and used that as leverage to pull Elena closer again, so close that Elena could actually feel Caroline's breath on her face. Elena felt a shiver travel down the length of her spine, her skin prickling with goosebumps as Caroline held her tight to her body.

"You can't tell me you don't want this," Caroline said, her voice barely above a whisper. She moved her free hand down Elena's abdomen again, past the waistband of her panties, into the warm, wet heat between Elena's legs. "I bet Stefan has never made you this wet."

Elena closed her eyes and moaned in spite of herself. Caroline was right, of course. Nothing she had ever felt when she was with Stefan could even come close to what she was feeling then. With Caroline holding her close, touching her like that, whispering those dirty things to her—she had never felt more wound up, more turned on. It was like pumping straight adrenaline through her veins. She could feel and hear her heart pounding as if it were about to beat its way right out of her chest. She could feel her arousal flare white-hot between her legs.

"Caroline," the brunette whined. She squirmed uncomfortably as Caroline dragged her tongue over her pulse point, then stopped to suck at it for a bit.

"Tell me you don't want this, and I'll stop," Caroline said, dragging her teeth lightly over Elena's collarbone at the same time she dragged her index finger through the wetness at the apex of Elena's thighs.

Elena bit down on her lower lip and moaned again. "Iwantitgodpleasedon'tstop." The words came out as one breathless plea as she struggled to keep her knees from giving out.

Caroline leaned forward and nipped at Elena's earlobe. "Good girl."

Elena nearly cried out when Caroline pushed into her. She wasn't gentle in any way, long, slender fingers driving into Elena with enough force to knock the breath from the brunette's lungs. It definitely wasn't how Elena had imagined sex with another girl. It wasn't sweet and soft and slow. It was rough and messy and fast. It was over much too soon. Elena let out a sharp cry when she came, clinging to Caroline as her orgasm ripped violently through her. She collapsed against the blonde, shuddering and sobbing softly into the crook of Caroline's neck.

"Are you okay?" Caroline asked softly, her lips moving against the shell of Elena's ear. The only answer she got was a little nod and a whimper. "Come on, let's go over to the bed."

Elena allowed Caroline to walk her over to the bed. Caroline set the brunette down gently on the edge and kneeled in front of her, hands placed firmly on Elena's knees as she pushed them apart and crawled between them. She smoothed her hands up Elena's jean-clad legs, stopping only when her hands reached the top of Elena's pants. She gave a gentle tug and Elena lifted her hips so Caroline could slide the jeans down and off completely. She dropped them to the floor and ran her hands up smooth, milky-white skin. Elenashivered. Her body felt as if it might go into sensory overload. She actually felt her brain short-circuit as Caroline's lips found her inner thigh and trailed kisses upward.

Elena closed her eyes and tried not to think about how good it felt to have Caroline touching her like this. She still hadn't fully recovered from the first time Caroline had taken her up against the wall, but she could already feel her body responding to the blonde's touch. Her skin was riddled with goosebumps again. Her heart pounded something fierce as Caroline pushed her back onto the bed and straddled her hips, smoothing her hands over Elena's breasts and stomach. And then Caroline's lips were on her own, kissing her passionately, her tongue almost immediately seeking entrance into Elena's mouth.

When there was barely a breath left between them, Caroline broke away and moved her kisses lower, lavishing Elena's neck and chest and breasts and abdomen. She swirled her tongue around Elena's belly button as one hand found and caressed one of Elena's breasts through the fabric of her bra, and the brunette moaned, hands tangling in Caroline's long dark hair. Eventually, Caroline's fingers found the tiny clasp at the front of Elena's bra and popped it open, pushing the pale fabric aside. When she wrapped her lips around an already hardened nipple, Elena gasped and moaned and tightened her fists in Caroline's hair, pulling her forward and urging her on.

Moments, or maybe hours later, Elena felt Caroline shift above her, and then the girl was gone completely. Elena forced her eyes open and craned her neck up a little just in time to see Caroline settle on her knees in front of her again. It didn't take a rocket scientist to figure out what she had in mind. And if she wasn't sure before, the evil glint in Caroline's eyes told Elena all she needed to know. Caroline looped her fingers into the waist of Elena's panties and tugged them down over her long legs before dropping them to the floor with the rest of the brunette's clothes. Elena felt the heat rising in her body as those hungry eyes raked over her. There was only one thought that went through her mind then, a thought she hadn't realized she'd spoken aloud until she heard Caroline's voice breaking through the heavy silence.

"I'd never hurt you," the blonde said. Her eyes were softer than they had been just seconds before.

"I—I didn't mean to say that out loud."

"It's okay. You know that I wouldn't hurt you though, right?"

"You were kind of rough earlier."

"Did I hurt you?"

"Maybe a little. But I'm okay."

"I can be gentle this time. If you want me to."

"That sounds nice."

Caroline nodded slowly as she brought her lips down to Elena's inner thigh again, but Elena tugged her gently back with a hand in her hair.

"What's wrong?" Caroline asked.

"I want to see you," Elena said softly. "All of you."

After a moment's hesitation, Caroline slowly began to undress.

"I want to touch you," Elena said, when the blonde was kneeling between her legs again. "Can I do that? Is that okay?" she asked, losing some of her confidence when Caroline gave her a strange look, like she didn't quite comprehend what Elena was asking of her.

"I'm not who I was. I'm not that girl anymore, you know. I'm just a shell."

"You're still Caroline. I know you're still there. I can see it in your eyes, feel it in the way you touch me. I want you to know that I'm not afraid of you."

Caroline nodded slowly.

"Will you let me then?" Elena asked.

Caroline's eyes shuttered closed as she whispered, "Yes."

At that, Elena wound her fingers in Caroline's hair again and pulled the other girl up, until their lips met in a fervent kiss. Caroline moaned into the kiss, one hand sliding up Elena's side, her thumb gently brushing the side of Elena's breast. In turn, Elena ran her hands down Caroline's back, letting her nails scrape lightly on the way back up.

Elena had a strange sense of knowing, a sort of sense-memory, like she and Caroline had done this before. It was as if she just knew what to do, as if she just knew where to touch Caroline to make her moan and sigh and squirm. Her brain simply sent the impulses that guided her hands where they needed to be, without really thinking at all. Somehow, the brunette ended up on top, with Caroline writhing helplessly beneath her as she slipped her hand down between them. Brilliant blue eyes snapped open and Caroline gasped as Elena slipped her fingers inside. She sighed and relaxed into Elena's touch, hips gravitating slightly to meet the brunette's fingers. Caroline pushed her head back into the bed and moaned softly, and Elena lowered her lips to the blonde's neck, kissing and sucking gently as the hand nestled between Caroline's legs worked up a slow and deliberate rhythm that soon had Caroline struggling to keep her cool.

When Caroline finally came, it was with Elena's name falling from her lips in frantic little whispers. Fingernails gripping Elena's bare back, digging in so hard that Elena had to bite down on her own lower lip to keep from crying out as well. Elena kissed her sweetly, swallowing her name before it had a chance to leave Caroline's lips again, as Caroline clung to her for dear life.

It seemed like hours had passed before Caroline stopped trembling. She still held on to Elena, arms wrapped around the small brunette to keep her as close as possible. Elena let her head rest against Caroline's shoulder, where she placed little butterfly kisses until Caroline finally relaxed beneath her.

An eternity passed before either of them spoke. Elena was the first to gather enough courage to break the silence.

"You're beautiful, you know that?" the brunette asked softly, nuzzling Caroline's neck.

She didn't expect what came next—the sudden tension in Caroline's body or the choked sob that escaped Caroline's lips. Startled, she looked up to the other girl with wide eyes. Caroline's eyes were closed, and there were tears streaming down her face. Tears that Elena hadn't known this Caroline to even be capable of. The sight made Elena's heart swell and she could only gather Caroline in her arms and hold her tight until she stopped crying.

When the tears were gone, the room fell silent again. Elena pulled a blanket up around them and Caroline snuggled into her, pillowing her head on Elena let out a heavy sigh. She still hadn't come to terms with the fact that, yes, Caroline had actually died, and had been replaced with this… different version of the best friend she once had. "No, not strange. Just… sad," she said finally. "I wish things would have been different, too."

"You would have been a great girlfriend."

Elena couldn't help the smile that tugged at her lips. "I miss you, you know," she said softly. "I wish we could be together every night."

"You don't mean that, do you?"

"Of course I mean it. I regret not being able to say it before now, but I do mean it. I also meant it when I said that you're beautiful."

Caroline nodded slowly. "It's not going to be the same. I'm not that girl anymore."

"You're still my Caroline. Always have been, always will be."

"Elena." Caroline twirled a lock of golden hair around her index finger.

"Yeah?"

"Tell me I'm yours."

"You're mine."

"I'll never hurt you."

Elena's chest tightened painfully again. "I know," she whispered, placing a kiss to the top of Caroline's head. "Get some sleep, okay?"

Caroline nodded against Elena's shoulder, then snuggled closer to her. Elena pulled the blanket up higher around them and tightened her arms around Caroline.