Author's Note: This fic is dedicated to Layla55. She sent me her amazing ideas and asked me to make a Stefan/Caroline fic. I hope you guys like this fic. :D

-Anneryn

Background: Stefan returned to Mystic Falls when he heard about Elena… Katherine's look-a-like. He saw the car accident too late. He was never able to save her.

I DO NOT OWN THE VAMPIRE DIARIES OR THE CHARACTERS (Only in my dreams… ^_^)

Chapter One:

Stefan's POV

I walked through Mystic Falls High School aimlessly. I have ten minutes to kill until my first class. I don't know why I decided to stay in Mystic Falls. I have no reason to do anything, anymore. Everything that brought me here is gone. I needed to know her. I had to. But, I got here too late. I saw to car crash and go off of the bridge.

Any human couldn't have seen it. It was too far off. Even with my enhanced vision, I could scarcely see it from the distance I was at. I ran, but by the time I got there, everyone had died. They all drowned…

I made it my goal to find out everything I could about Elena Gilbert. I enrolled in local high school. I moved into the Salvatore Boarding House with my nephew Zach. It's not hard to have him pose as my uncle. I talk to as few people as possible. I've made conversation with all of Elena's friends. I've tried talking to her brother, Jeremy, a few times. Nothing anyone says gets through to him. He's practically comatose.

After her death, everything around Mystic Falls changed. I was in the Falls for about a month before the accident. I was never seen; I just observed. Her death changed the people who knew her and even some that hadn't.

Her boyfriend, Matt Donovan, changed completely. He looked out on life with harsher views. He lost so much. His father was a deadbeat that was dead for all he knew. His mother left him for her newest squeeze of the month. But, he did have his sister, Vicki. Before Elena died, Vicki chased after guys who didn't want her or treated her like a possession. She drank too much and was addicted to drugs. She quit after Elena died. She didn't stop purely for grieving purposes. She hardly knew her. She stopped because of her brother.

Bonnie Bennett, Elena's best friend, joined the cheer-leading squad in Elena's place. It hadn't been her idea. She didn't even wish to. No one wanted Elena's position or to replace her. The squad decided that it would only be fitting if Elena's best friend got the spot. During every game and every performance, Bonnie has a haunted look in her eyes. She's doing this for Elena, because she can't. She's doing it to remember; she's doing it so she won't forget.

Apart from cheer-leading, Bonnie became socially withdrawn. She doesn't talk to that many people. She dresses in darker colors and tries to blend in. She wants to be invisible.

One of her other close friends, Caroline Forbes, her changes were different. She grieves in silence, when no one else is around to see. She goes about her life, like she used to. There are subtle differences; her smile never reaches her eyes. She, like Bonnie, has trouble cheer-leading. She doesn't gossip like she used to. She still does, but all of the information that she passes along is superficial. She never spreads anything too scandalous around.

The change that no one can see is the one that fascinates me the most. Every night, after eating alone, she goes to her room. She gets into the shower and sobs. She never cries in front of anyone. She hides her pain. I haven't been able to figure out why.

Elena's aunt, Jenna, tries with Jeremy. He can't give her what she wants. He has to deal with his grief before he can help anyone else with theirs. Bonnie spends a lot of her time with Jenna and Jeremy. They hurt together. Somehow, it helps all of them. I envy them.

I don't know what I feel. My last link to Katherine was severed. Elena was my last chance at finding her. I had to know why she looked like her. I noticed the differences between them. But now, finding out about Elena is the only thing that drives me. In all clarity, it seems frivolous. Nothing I find will help me. I want to know why Katherine still has this hold on me.

I wish that other things still mattered. Everything else is unimportant and void. For now, I pretend. I pretend to be a 'normal' teenager in Mystic Falls. I watch the masks that everyone else wears, through my own.

I need to find a reason to live again. I need more than this sadistic quest. I don't know why I thrive for the answers. Or why I crave to know more about this doppelganger stranger.

"Uncle Stefan," I heard Zach say. His voice pulled me from my thoughts. I turned my head in his direction. I had always been happy that Zach was in the family. It's nice to have someone other than Damon to even out the Salvatore bloodline.

"Yes Zach?" I answered. He looked hesitant.

"How long are you going to be staying?" He asked me. I gave him a slight smile.

"Does it matter, Zachary?" I asked him. He looked surprised by my answer.

"No, I suppose not. But, I was curious to know why." He admitted.

"I think you know my reasoning. I don't have any immediate plans to leave." I told him. He nodded.

"The Gilbert girl," he said, quietly. I nodded.

"Will Uncle Damon be coming too?" He asked. I shook my head. He looked relieved.

"I haven't seen my brother in decades." I told him, honestly. He nodded. It's been just over twenty years since the last time I've seen Damon. It's probably a good thing. I don't need him added to this. If he knew about Elena, he would tear Mystic Falls apart looking for some way to get Katherine back.

"Alright… and Stefan?" Zach said cautiously. I looked at him questioningly. "I'm sorry." He apologized. I nodded. It's nice to know that I have someone that I don't have to hide everything from. Still… I could never tell him everything. People say they want to know the truth… but they are never ready to hear it.

I sighed and walked upstairs. I went to my room to think about everything. I heard a crow outside of my window. I tuned it out and wrote my thoughts in my journal. I found out that it's something I have to do… in order to keep my sanity.

When you've been around as long I have, it becomes necessary to write down all you've lived through. There is too much history to have forgotten. Years ago Katherine and my brother were the things that consumed this journal. I'll never know why I still wanted her after I found out the truth. Or why I still want her now. I wish I didn't…

Something slammed against the window. I set my journal down tentatively. I got up and walked over the window. What hit it? Was it that bird? I opened the window and peered out. The only thing I can see is a starless night. I turned away and almost shut the window. I heard something rustle in the distance. A black crow flew past me and into my room.

"Damon, speak of the devil." I said agitated. He changed forms. He smirked. I glared. Every time I seek peace… Damon shows up and ruins everything.

"What's the matter little brother? Miss me?" He asked arrogantly.

"No, somehow I didn't miss you or your consuming chaos." I corrected.

"Awe, you're still jealous I'm the better looking brother. Be honest. You missed me." He gloated, sarcastically.

"Why are you really here, Damon?" I asked.

"Isn't it obvious? I heard about your lame attempts to meet this Elena girl. When will you learn to give up?" Damon asked seriously.

"What I do or don't do is not concern of yours." I told him.

"That's where you're wrong. You're my brother, as much as it pains me to admit it. If I can realize that trying to get Katherine back is a waste of time and a lost cause, why can't you? I don't know you'd want someone who looks like that whore anyway." Damon told me.

I'm fuming. I hate when he tries to tell me how to live my life, when all he does is constantly wreck it. I hate that he's right. I know he is. Everything he's saying is making sense. I'm not going to tell him that.

Still, I need to find out about this person. I can't explain it or why it drives me. I need to…

"How long are you staying?" I asked him, giving up.

"As long as it takes to help you get over her, dear brother." He said, sarcastically but determinedly. Great… just great. Zach opened my door. He had some blood packets in his hands. I forgot how thoughtfully Zach was. He's always been so… human. He dropped the blood on the floor. Luckily, the blood didn't splatter. The bags stayed intact.

"Uncle Damon," Zach said, surprised. Damon smirked.

"How's my favorite nephew?" Damon asked, slightly sarcastically. Zach picked up the blood packets and handed them to me before answering Damon.

"I didn't know you were coming." Zach said, instead of answering Damon's question. Damon smirked.

"I couldn't pass up visiting my favorite little brother and nephew." Damon told him, pulling him into a hug. Zach hugged him back, reluctantly. Damon is never this affectionate…

"Let's catch up. I'll leave Stefan to be emo with his thoughts." Damon told Zach. Zach allowed himself to be led away.

Caroline's POV

I took a deep breath. I turned off the shower and wrapped a towel around my body. I dried my face, determined not to cry. This has to stop. I don't know how I can stop it. I just know that I can't feel like this anymore. I sighed. I'm supposed to stay at Bonnie's tonight. She moved in with her Grams after Elena di… died. Her dad was never there and she needed someone.

I'm over there a lot. Sometimes I just sit with Grams. My mom is never here. She's always working on 'official police business.' I go with Bonnie to the Gilbert/Sommers house, sometimes. Sometimes, it hurts too much to be there. I toweled off and put on some lotion. I turned on my blow dryer and dried my hair. I grabbed a bra and panties. I put them on and grabbed something to sleep in. I put on a grey tank top and a pair of striped pajama pants on. I slid my feet into a pair of slippers and grabbed clothes and makeup for tomorrow.

I left the house and locked the door behind me. I unlocked my car and threw my clothes and school things in the back seat. I turned on my car and pulled out of the driveway. I hate driving in silence. It leaves me alone with my thoughts… Lately, that's something that I try to avoid. I turned on the radio.

'Is there a heaven - a hell?
And will I come back?
Who can tell?
Now I can see what matters to me.
It's as clear as crystal.'

I sang along quietly. Something about this song hit me the wrong way. It's something that helps to sing, though. I know that I need to let the pain out some way. I just can't let the tears out when I'm not along. It doesn't feel as bad when I'm in the shower. Tears fell onto my cheeks.

'The places I've been, the people I've seen..
Plans that I've made start to fade...
The sun's setting gold, thought I would grow old...
It wasn't meant to be.'

I don't know how to get over this. I sighed. I cried the rest of the way to Bonnie and Grams' house. I pulled into the driveway. I sat there and mopped off my face with the back of my hand. At this point I really don't care if they know that I have been crying. I'm just so tired. I always feel exhausted and I can't explain the strange fatigue that constantly hounds my body.

I turned off my car. I pulled my keys out of the ignition. I got my stuff from my back seat and got out of the car. I locked it and made my way to the front door. Grams opened it before I could get there. I smiled at her.

"Caroline, welcome child," Grams said, warmly. I dropped my things on the ground and gave her hug. I don't know how she does. But she always makes me feel at home. She kissed the top of my head.

"Hey, Care. Hot tea?" Bonnie asked from behind Grams. This is becoming a nightly ritual. I've been here every night this week. I pulled away from Grams. She helped me pick up my things.

"Yeah, thanks Bonnie. That would be great." I told her. It sounds good. It's so soothing and it helps calm my nerves.

"You know, Caroline, I have an extra bedroom… I'm sure that I could work things out with your mother… You're more than welcome to move in with us. You know that I already consider you a part of the Bennett family." Grams told me seriously, but warmly. I beamed at her.

"Are you serious?" I asked her cautiously, trying not to get too excited. Things are so lonely at home. Since Elena died… Mom is away even more. If I ever see her, it's never more than five minutes a day. And even then… it's normally in the morning. Not much would change. I hope she'll agree.

"The invitation is sincere." Grams promised me. She beckoned me inside. I shut the front door behind me and followed her into the living room. I always feel so much safer here… and not just because of the protection spells Grams has over the house. But, staying with two witches could give that sense of safety to a person. I set my things on the floor. Grams sat down on the couch; I followed suit. Bonnie came into the living room; she carried two mugs of steaming tea. She handed me a mug and one to Grams. She went back into the kitchen to get her own. She returned and sat in an armchair near the couch. She set her tea on an end table near her chair.

"You should stay with us Care. It… it feels better when you're here." Bonnie said.

"I feel better when I'm here… I honestly can't explain it." I told them both.

"Home is where the heart is." Grams said simply. I looked at her. She set her tea down on the coffee table in front of us. She took my hand in her own. I put my tea next to hers. I don't want to spill hot tea all over myself. "I know that your mother loves you… but you can't be alone. It's not good for you, honey." Grams said softly.

"I know. I know; you're right. I'll do it. I'll move in, if you can get things arranged with my mom." I told them. They smiled. The rest of the night went on in an excited blur. I took my things to the spare bedroom. Grams said that if my mom agreed that we could give the room a makeover and make it my own. Knowing that I might have a permanent place here puts me at ease. It helps me worry significantly less.

I lied on my bed, staring at the ceiling. I can't help but wonder about what tomorrow might bring. I hope my mom says yes. I closed my eyes and waited for sleep to come. After about an hour of waiting, I gave up. I opened my eyes and turned on the lamp on the bedside table. I got up and grabbed a small, orange pill bottle from one of my bags. I sighed. I hate having to use these. But lately, I never get any sleep on my own.

My doctor prescribed them to me right after Elena died. I have insomnia. And, when I do sleep… I'm plagued by strange, relentless nightmares. These pills put me in a deep sleep. At first, I didn't take them. But Mom noticed that I hadn't gotten any sleep, and took me back to the doctor. He knew I hadn't been taking them. Mom told me that if I didn't start, she was going to personally make sure that I take them every night.

Every once in few weeks, I go a couple of days without them. I try to see if I can sleep on my own… I never can. I don't want to become dependent on them. Truthfully, it's nice knowing that my conscious will get some sort of break.

I poured two little pills into my hand and shut the bottle. I put them back into my bag, and zipped it back up. Grams and Bonnie know that I have to take my pills. Sometimes I have to go into school late, because I can't wake myself up enough. I have to have at least eight hours; otherwise it won't matter if I need to be awake, because it won't happen. The medication doesn't start to wear off until at least a little after seven hours. My doctor has talked to the principal and they came to an understanding. As long as I keep up with my school work and actually show up at school sometime, I won't get into any trouble. I try and get there as early as I can. I hate being behind in my classes… it's just another headache and more to have to worry about.

I opened the water bottle on the bedside table. I poured some water into my mouth and added the pills. I swallowed the water and the pills hastily. I closed the bottle and turned the lamp off and climbed into bed. Immediately, I started feeling the pills' effects. I felt my eyelids get heavier and heavier. I closed my eyes and embraced my hopefully dreamless sleep.

Damon's POV

I have never been one to admit that I actually care for my brother. But, that doesn't change the fact that I'm worried about him. He hasn't been this… distraught since Katherine died. I'm pretty sure that he never actually met Elena… it was probably a good thing that he never did. I hope he can get passed this… I just wish that I knew what is driving him to continue with his infatuation.

Stefan's POV

I sat on my bed with my head in my hands. I breathed deeply. I woke up this morning, and saw everything with perfect clarity. It's like someone removed a haze that was coating my outlook on things.

With Elena gone… maybe I've been looking at things all wrong. Maybe it's a sign. Maybe… it's a second chance. I can start over. I'm not going to say that I'm going to stop trying to find out who exactly she was, but maybe I have room for other things… maybe I'll find something else on the way. ...a new reason for living.

Caroline's POV

I parked my car in the school parking lot. I feel accomplished. I missed my first class, but it doesn't matter. I only missed English Lit. I've done the next two weeks readings already.

Grams called Mom this morning. She asked Mom to breakfast. They had breakfast at The Mystic Grill. Grams talked things over with Mom, and Mom agreed that my living with Grams and Bonnie would be for the best. Feeling "happy" doesn't even begin to describe it.

I grabbed my school things from the seat next to me and got out of the car. I walked into school and headed towards my second period class. I wonder what time it is. I looked up. We have digital clocks in every hallway. I'm only a few minutes late. I looked up too late. I collided with someone, but I was steadied before I could lose my balance. I ran into none other than: Stefan Salvatore.

"I wasn't looking where I was going. I'm so sorry." I apologized hurriedly. He actually smiled. That is not something I've actually seen him do before.

"I wasn't either, don't be." He said. I smiled at him. "Come on; I'll walk you to class." He offered. I stared at him in disbelief. Why would he walk me to class?

"Why?" I asked him curiously.

"We have second period together." He answered, simply. I nodded.

"Oh, sorry. I must have forgotten." I told him. He nodded knowingly. We walked to history together. He opened and held the door for me. I thanked him. I nodded with a small, toothless smile.

"Good to see you this morning, Miss Forbes, Mr. Salvatore." Mr. Saltzman said. I'm so glad Mr. Tanner isn't teaching here anymore. I mean, I don't know what I would do if he hadn't moved. He was always such a dick. And, it doesn't hurt that Alaric… Mr. Saltzman is good looking.

I was actually able to focus on history today. It's not often that I can focus on something without thinking of Elena or feeling torn apart and empty.

Stefan's POV

I watched Caroline concentrate on what Mr. Saltzman was saying. She looks different today. She looks like a weight has been lifted off of her. She still looks like she is hurting, but she looks noticeably better. Something about her fascinates me. What still eludes me.

Caroline's POV

The bell rang. I didn't even notice that class had flown by. It doesn't feel like it should be over already. I put my things into my school bag and left the classroom.

"Caroline," someone called my name. I paused outside of the history room for whoever called my name.
Stefan came out the classroom. I looked at him questioningly. Had it been him, who called my name?

"Hey, I had something to ask you." Stefan said seriously. I nodded.

"Okay, ask away." I told him. He looked a little relieved.

"Would you go on a walk with me tonight?" He asked. A walk? He wants me to go with him? Why me? It doesn't make sense.

"A walk?" I asked to clarify. He nodded.

"I don't know a lot of people in Mystic Falls, and I would like to talk to you…. to get to know you better. Only if you wanted to, of course." Stefan explained. I nodded again, slowly.

"I'm supposed to be moving some things… but we could go after that." I told him.

"If you need an extra pair of hands moving things…" He offered.

"Oh no, it's alright. Um, do you have a time in mind?" I asked him. He shook his head. I nodded. "You could text me later…" I suggested. He smirked. He pulled his phone out of his jeans pocket. He's wearing black jeans… they fit him… let's just say they fit him well, and hug all of the right places.

"Can I have your number?" He asked. I gave him my number and he gave me his. We decided on 7:30.

Author's Note: Hopefully you guys all enjoyed this! Reviews are welcome and love! I'll try and update when I can. I've got a lot of fics going on, though.

Hugs and junk,
Anneryn