My take on the Steroline kiss in 7x01. I couldn't resist, and inspiration hit. Enjoy!

When I'm With You, I'm Happy

"Hey, Stefan?" Caroline called out to Stefan's retreating back.

Stefan turned around to face Caroline, an expectant look on his face.

"I am happy. You make me happy." Caroline took steps closer to him, "My best friend's gone. My mother's dead. The whole town is destroyed. But when I'm with you," She smiled at Stefan, her heart fluttering excitedly in her chest as she took a leap, "I'm happy."

Stefan briefly closed his eyes, a smile touching his lips before he gazed at her again. She was standing right in front of him, looking so beautiful and happy that she took his breath away.

"And." Caroline glanced at his lips, before deciding to take that leap with him, to give up her control, "Yeah, you're right..." She closed the remaining gap between them, "I just need to..." She wrapped her arms around him and kissed him.

Stefan sucked in a breath as her lips met his, his eyes closing in sheer bliss at kissing her again. They're mouths pulled apart, their foreheads still touching, their eyes meeting briefly before he closed his eyes and reconnected their lips. His hand came up to cradle her neck, before sliding down her arm.

They pulled apart to look in each other's eyes, Caroline smiling before their lips met again. His hand cupped her face before pulling away, swallowing he kissed her again, pulling back he gazed deeply into her beautiful eyes before he pulled her back to him.

Caroline's arm curled around his neck as she kissed him back passionately. His arm surrounding her waist to bring her closer almost had her smiling into his kiss again. Instead she tilted her head and explored his mouth thoroughly, a moan leaving her as she felt his hand on the skin of her back.

Stefan ran his hands down to her waist, sliding underneath her top to touch the smooth skin of her back. His breath caught, he felt his fingertips tingle from where they connected to her. He had been waiting for her, so patiently, so tortuously, that he hardly knew where to start, he wanted so much from her.

Caroline shivered at the feel of Stefan's hands on her skin, her heart racing wildly in her chest. It had been so hard to stay away from him, to deny her need to be with him, to kiss him, to have his arms wrapped around her, to find love, happiness, and comfort in his embrace.

Stefan trailed his fingers up her arms to stop at the flimsy strap of her top, he could so easily break the strings and have her beauty revealed before his eyes. He needed her to be sure though, he loved her too much to take things to a level she wasn't comfortable with. He tore himself away from her lips, resting his forehead against her, a smile curling his lips at the happy look in her eyes.

Caroline smiled back at Stefan, her fingers running through the hair at the back of his neck. She could see the desire clear in his gaze, along with love and his own happiness. She knew he wanted her to be sure, but he wouldn't have kissed him if she wasn't sure. She nodded against him, letting him know that she was ready to be with him completely.

Stefan released a shaky breath, his fingers sliding the straps over her arms. He bent his head, and kissed along her shoulder, breathing in her heavenly scent between each press of his lips. He placed his hands on her stomach, and dragged his hands up her skin taking her top with it. He separated from her long enough to drop the top before his mouth was back on her skin. First he kissed her collarbone, then he kissed his way down until he was at her breasts. His hands came up on their own to palm them, he pulled back to admire the stiffness of her peaks, and the perfect size of them.

Caroline released a moan as Stefan caressed her breasts, and rubbed his thumb over her hard nipples. She reached down, and pulled his t shirt over his head. Her eyes soaked in the curve of every muscle, the glorious sight of his naked chest. She trailed her fingers down the middle of his chest, smiling as she felt the muscles jump under her fingers, until she reached his jeans. She bit her lip, her heart racing at the anticipation of making love to him.

Stefan shuddered at the feel of her so close to his hardness. He ran his hands down her side to take hold of her thighs, and lift her up so that her legs wrapped around him. He kissed her again, stumbling through the hallway to the sheet covered couch, her giggles lightened his heart, smiling against each others mouths.

Caroline felt the sheet against her back as Stefan laid her down. She cupped his face, pulling him even closer to her as she kissed him passionately. She could get lost in his kisses, they made her feel so good, and were so full of feelings that it took her breath away.

Stefan moaned into her mouth, their lips moving sensually together, his heart beating frantically within his chest. He reached for her pants, and slowly moved them down her legs, breaking the kiss to watch the reveal of her long legs to his hungry eyes. He moved to the end of the couch, and began pressing kisses down her leg. He wanted to worship her, and make her feel the depth of his love in every single touch of their bodies.

Caroline spread her legs so that Stefan could have better access to her. His mouth was on her thighs, dangerously close to where she wanted him to be, the fingers of his hand massaging her other thigh. She wanted his touch to go lower so bad, squirming on the couch to somehow relieve the pressure building inside of her that Stefan caused. She arched her hips towards him moaning his name, "Stefan..."

The moan of his name was his undoing. Stefan ran his knuckle over her swollen and tender flesh, her gasp causing his jeans to become painfully tight. He quickly undid his jeans, and pushed them down his hips, a sigh of relief escaping him at finally being free of their constriction. He lowered his head to between her thighs, licking a path from her opening to her clit which he pulled into his mouth and sucked gently.

Caroline tightened her thighs around his head, and bucked against his mouth. It felt so unbelievably good to have Stefan's mouth against her pussy, bringing her to heaven as he loved her body. He swirled his tongue around her clit, making her arch her back, burying her hands in his hair, a cry of pure pleasure ripping from her throat, "Stefan!"

Stefan held her in place with his palm against her stomach, his other he teased her entrance before sliding inside, pumping his digits in and out as he licked and sucked at her swollen nub. Her cries were growing in intensity so he pushed another finger inside of her, and stroked his tongue against her. She tasted so good, and felt even better under him.

Caroline shook as he find that spot inside her that made her go crazy. She thrust her hips, the dual feeling of his mouth and fingers bringing her to the edge of ecstasy. She released moans and cries constantly, her eyes rolling back in her head as her whole body seemed to tremble. She arched her back into a curve, her head pressed into the couch, a scream leaving her as she came.

Stefan hummed as he licked at her wetness, her moans making him harder than he thought possible. She tasted so wonderful, like sunshine if that was even a taste, but that's what came to mind when her taste touched his tongue. Sunshine, life, summer. He smiled against her as he began to kiss his way up her body, she's my own personal sunshine.

Caroline wrapped her arms around Stefan's neck, and her legs around his waist. She could feel his head against her entrance, and she became even wetter as she anticipated the feel of him filling her again. She gazed into his green eyes, dark with equal parts love and lust. She smiled at him, nuzzling her nose against his as she stayed trapped in his loving gaze, "I love you, Stefan."

Stefan's breath caught, his eyes wide with happiness, his hand shaky as he cupped her cheek, and returned her words with ease, "I love you, Caroline." He slid inside her then, looking into her sparkling blue eyes, the feel of her surrounding him only eclipsed by the love shining bright in her gaze.

Caroline touched her lips to his as his hips began to move against her, his length hitting that spot inside her that made her toes curl. She gasped into his mouth, tightening her legs around him, her fingernails running up and down his back.

Stefan groaned, her nails raking across his skin had him speeding up his thrusts, her tight walls gripping him so perfectly that it was a struggle to not just pound into her until they both collided in ecstasy. He wouldn't, not this time anyway, he wanted their first time with their humanity intact to be slow, and loving, and pleasurable. He wanted it to mean something.

Caroline could feel her pussy set on fire as his cock drew her to the edge, her own hips now moving to match his thrusts. Moans and sighs fell from her lips like a litany, her hand now holding his cheek, their kisses becoming erratic.

Stefan could feel her walls slicken and begin to tighten around him. She was close. He deepened his thrusts, filling her to the brim, her trembles vibrating along his shaft making him groan. He kept his eyes locked on hers, wanting to see the moment she fell apart in his arms.

Caroline was lost in Stefan's heated gaze, her mouth open as she moaned, her leg hooked around his waist, holding him tight against her as she felt explosions in her veins. She arched her back, her eyes fluttering wanting to close as the intense pleasure filled every single inch of her body, a cry of his name shattering the quiet surrounding them, "Stefan!"

Stefan was in awe as he watched the pleasure wash over her face, she was beautiful. Her fluttering walls massaged his cock, pulling his orgasm from him as he pumped into her a few more times. He grabbed her hip, pulling her close to him as he spurted his seed inside her, groaning her name, "Caroline!"

Caroline panted into Stefan's ear as she held him against her. That had been amazing, the feel of him inside her was the most perfect feeling she'd ever felt, his touch, his kiss, his love, was indescribable. She loved him so much, and she never wanted to let him go.

Stefan was lying in post coital bliss, breathing heavily into Caroline's neck, trying to recover from the perfection of making love to her. Not wanting to crush her he turned them on the couch so that she was on top. She was against his chest, her golden hair spread across his skin like a blanket, a smile on her lips pressed into the skin of his chest, his own smile spreading his lips wide. He stroked his fingers along her back, the feel of her in his arms indescribable. He pressed a loving kiss to the top of her head and couldn't help but say, "When I'm around you, I'm happy."

Caroline lifted her head to look at Stefan, her smile wide and her eyes bright as he repeated her words to him.

Stefan smiled back at her lovingly, raising his fingers to caress her cheeks as he confessed, "You've been making me happy for years."

THE END

AN – I hope you all liked it!