He shows up at her door just like he always does, wearing a t-shirt and a grimace, and looking like his puppy just died. His downward glance suggests that he can't quite muster the courage to look her in the eyes. Whether this is because of her ability to read him or the sun shining directly in his line of vision remains to be seen. In any case, he's in need of a friend, that much is obvious, and perhaps in need of a good meal.

"Hey Stefan. Come on in."

He doesn't speak, merely nods in her direction and takes his usual spot on the sofa, her sofa. He's become accustomed to her sofa, to her living room where he rests his arm across the familiar brushed linen back. He runs his fingers along the stiff piping then grips it so he can turn his body just so and face her. She's not seated yet of course as she's still shutting the door, but she will be soon and directly across from him, just where she always sits. Close enough to touch. Out of habit she pours him a drink. When they have their talks, he always takes a drink.

"Not today. I don't want it, but thank you."

Curious.

"Well what brings you here if not for my mother's scotch?" She smiles, though he doesn't see it. His thoughts appear to be elsewhere, the hardwood floors, her mother's antique vase, his zipper, and everywhere but on her. She shrugs off the annoyance this observation creates and instead focuses on him. He looks so forlorn, so lost. Maybe there's more to this visit than his usual Elena drama.

"Seriously Stefan, what's going on?" Her brow is the one furrowed now, her arms across her chest. There's an insistence in her tone this time and he picks up on it immediately. She sees his eyelids close and his head go into his hands before they run through his hair. Then he sighs, and the melodrama of it all alleviates any worry she may have had.

"I don't know Caroline, I'm just having trouble processing some things, and it's making me crazy. I just...I just need to sit here. And talk." He slouches back against the sofa, but not before grabbing the nearest throw pillow and hugging it to his chest. "To you. I need to talk to you."

"Well duh, I knew that part. It isn't as if that's anything new." She crosses to him in two steps and playfully shoves his shoulder. "You just came in here extra broody so I thought that something bad had happened. You really need to work on your body language. It's sending off signals that you aren't intending."

His head shoots up at her words and for the first time since he arrived, he meets her gaze. "What do you mean? Why would you say that? I'm not being weird." He's clearly ruffled, though she's not exactly sure why.

"Whoa, calm down. I didn't mean anything by that. I was kidding, mostly. Geez, what's gotten into you? You're all hyped up."

He looks at her for a bit and seems to want to say something. He does that thing where he opens and closes his mouth several times in a row but nothing comes out, no thought is relinquished. As she sits beside him, she brings her knees up to her chest and wraps her arms around her legs. She might as well get settled in, this looks to be a long one.

"Why don't you start at the beginning." It's best to leave the teasing aside, she decides, and gives him her full attention. She was avoiding this method, if she's being honest with herself, for reasons she hasn't quite allowed herself to explore. She just knows that hearing him agonize over Elena is uncomfortable lately. Stronger than uncomfortable even, it feels sharp and biting. There's something about the way he says her name, "Elena", that forces her to examine something in her that's been bubbling beneath the surface. It was hardly noticeable until recent weeks when she began to pay attention to the lingering smiles on her face when she thought of some dumb thing he said, or the way she would stop right in the middle of the room when his face ran across her mind, or the fluttering in her gut when she heard his knock at her door. It was nothing, it really was, but it was vexing all the same.

He sighs again, this one louder that the first. He can be such a drama queen.

"I saw Elena with him today."

Ouch. She glosses over the bite and nods for him to continue.

"They were in her kitchen, not doing anything important, just talking and laughing. He was sitting on the counter and she was making breakfast for Jeremy, and it all just looked so domestic. So normal. They can't be that, right? They're not normal, they're volatile and unpredictable. They're extreme, not average." He shakes his head and can't seem to gather his thoughts. "I'm not making much sense, I know. It was just so weird, the whole scene. Like they'd been doing the same routine for ten years and I was the intruder."

She reaches up and covers his hand with hers, lets it rest there. He's hurting again and he needs her so she will be there for him regardless of consequence to her. This is what they do, what she promised she would do for him. It all started as a means for him to control his urges, his bloodlust, but it morphed into something entirely different once his brother took over Elena's "training". Damon, it seemed was simply better at helping her, so he said anyway, and was more than happy to take Stefan's place. They began spending hours together daily, heads bent together whispering, focused and oblivious to everyone around them. She withdrew from him pretty quickly, always blaming it on Damon, saying he needed her for this or that but Stefan is no fool. He could see what was happening. Caroline promised him that he could come to her whenever he needed and he definitely needed.

She listens to him go into vivid detail. Elena was scrambling the eggs while Damon told an off color joke about a minister, a priest, and a rabbi. Jeremy busied himself by trimming his fingernails while reading the paper online, blatantly ignoring the would be couple in the kitchen. At one point, the grease popped and a tiny bit splashed onto Elena's hand which caused her to cry out. Damon was by her side in a flash with a bag ice and an arm around her waist before the both of them realized she wouldn't need the ice. The burn had already healed. They burst into a fit of raucous laughter at the exact same moment.

"It wasn't a big deal or a significant moment between them, nothing like that. It was one of many small insignificant moments. But compile those moments together and what you have is very significant, very important."

She watches him tell his tale and is struck by how matter of fact he is, how much calmer he is compared to when he first walked in the door and it pleases her to know that she is the one who enabled him to take a breath, to relax. His shoulders have lost their tension, his face is no longer scrunched and pained, and he has an ease about him that was not present twenty minutes prior. His eyes even seem a bit brighter. She takes them in in all their blueness and feels as if she could swim in their depths. His eyes are clear and honest...and ever so handsome.

It takes him saying her name three times before she is snapped out of her trance.

"Caroline? Caroline are you alright? Can you hear me?" He's waving his hand in front of her face now.

"What? Oh yeah, I'm fine. I just, I mean, I'm a little tired, that's all." Can vampires blush because she's sure it's happening to her.

"What do you mean you're tired? Is everything okay? You look a little strange."

"No, no, I'm fine. Don't worry about it. Moving on! So...this all happened this morning?" She's sure he can see right through her.

"What? Nah, it was about a week ago."

"Oh." Her first thought is to chastise him for dwelling on this for seven days straight but changes her mind when his mood shifts suddenly and unexpectedly. He stands up abruptly and begins to pace the room, practically from corner to corner. He appears to be deep in thought and occasionally looks over at her without speaking actual words but attempting to say so much anyway.

"Stefan, I'm sorry I set you off, or whatever, but you have really got to let this go. I mean, it was a week ago. I'm assuming you haven't seen them together since then so why is it still bothering you so much?" She hesitates before quietly adding, "I know it hurts you that she chose him to guide her, that she's still choosing him at every turn, I get it. But I don't want you to hurt. I don't want you to dwell on this. Maybe it's time to just let her be."

He's stopped pacing to listen to her, his expression unreadable as it's equal parts frustration and amusement.

"But that's just it, Caroline. I haven't been dwelling on my pain because I have none. It didn't even phase me to see them living like that in domestic bliss. I guess I've been dwelling on my lack of pain. Does that sound weird?"

"Yes. Very."

He laughs and it's a crystalline wonder. "You know, that's what I love about you. You're always so honest with me. If I do or say something that you don't like, you just say it. Out loud. I never have to worry about being anything other than myself when I'm around you."

She swallows and instantly knows that if her heart were still pumping, it would be working overtime in this moment.

"I came here because I realized that after i saw them together, I was fine. I wasn't mad anymore, or jealous, or even annoyed at the two of them. I was simply able to go on with my day, which meant that I wouldn't need to come see you about it anymore."

"Oh." Her face falls. She can literally feel it sagging. His words are a punch to her gut, and though she refuses to acknowledge why that is, she is aware of it all the same. She's aware of him. Of how he makes her feel. Of how his absence in her life would affect her.

Apparently he's aware of her reaction because his eyes grow wide and distressed. "No, I didn't mean that the way it sounded."

"Well, how did you mean it? Whatever, it's fine. We weren't really that close anyway. I was just helping you to return the favor, ok?"

She turns around because she thinks she might cry and she refuses to allow him to see. He can't know how he affects her and he certainly can't know about her morphing feelings for him, whatever they may be. She needs a tissue so she discreetly reaches down to the coffee table, but can't find the box. Her hand searches and brushes against cool flesh instead of the hand scraped wood she was expecting. She whips around and he's there, right there behind her with only inches to spare. He's holding the box of tissues and hands one to her.

"I really hope that's not true, about the favor. I really hope you were just mouthing off at me." He smiles at her and some of the hurt vanishes instantly, leaving only trace amounts behind. He can do this to her, he can immobilize her with a flash of his teeth.

"Oh I meant it alright, every word." But there's no bite in her tone and his smile grows wider.

"See that's the thing though, that would hurt me more than anything which means I would need someone to talk to about it. But who would I talk to if I can't talk to you? That's what had me going around in circles all week. That's why I couldn't focus, can't focus. It seems I've grown accustomed to you."

He's merely a breath away now and his eyes are piercing, boring into her own. They stand like this for an eternity or maybe just a good ten seconds but to her there is no difference.

"Perhaps it would be fair to say that I have, perhaps, grown accustomed, as you say, to you too...perhaps."

His hand moves slowly to her waist and proceeds to tug her into his chest, into him. His eyes flicker from her eyes to her lips and back to her eyes. She is so stunned by the manic shift in mood that she can hardly move.

"Perhaps." He clears his throat, nervous, and leans in to her left side placing a feather light kiss on the apple of her cheek, then he stays there. Both of his arms encircle her slender frame and all resistance melts as she relaxes into his embrace. Chills run up and down her spine as he quietly speaks the words she hasn't let herself believe but so desperately wants to hear.

"You're my best friend, Caroline..."

She brings her arms up around his neck and gently squeezes, but he's not done.

"...and I think I'm falling for you."

END (or is it?)

A/N: These lovely characters are of course not mine, though all of the mistakes are :).