Disclaimer: Not mine (if they were, we'd have a lot more of Caroline walking about in heels).

AN: Just a short bit of un-beta-ed angst - can be seen as a sequel to 'The Nearness of You' but doesn't have to be.

Summary: Inspired by s02e03 and the spoilers for the rest of the seasons - Caroline and Kate's diverging paths cannot be ignored.

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When it's all said and done, Caroline knew it would end up like this.

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Some people were fated to be happy, to have their happy endings... And some people, people such as her, too broken, too bold, too brash, too... Too something were fated to watch others. They were fated to come close to, but never quite reach happiness.

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Someone has to come in second place, she thought to herself as she turned from the window where she had stared out, towards the bed. She had come close to first place though, she sighed as she ran her hand over one of the pillows.

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She didn't cry. She couldn't. Not anymore. She didn't have any tears left in her. And, to be frank, she wasn't surprised. Oh but it hurt, it certainly hurt.

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She didn't know why she kept pacing in her room, turning around and around. She didn't even want to drink, the glass of wine that she'd carried about had remained nearly untouched. Wasting wine was a sin in her eyes, but now she didn't want anything more than the comfort, the familiarity of the glass in her hand.

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She sat on the edge of the bed and faced the mirror, taking a look at herself in the soft yellow light. Shadows lined her face, her neck, her body... She felt older than her 46 years. So much older.

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Of course Kate left her - not much of a surprise. Caroline expected it. Why would Kate want to be with her? Pushy, demanding, delusional - what was it John referred to her as? Flaccid and overripe? Always thinking she knew better than everyone else (although in her defense, she usually did, she chuckled to herself). Of course Kate wouldn't want to be with her. John hadn't, nor had her own children. Whatever brilliance Kate had seen in her had faded when she was faced with the reality of Caroline Elliot. Not Doctor Elliot, striding through the halls in her heels and sense of superiority, but Caroline. Scared, and loud, and selfish and soft - so many things that Kate would be better off without.

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It would be for the best, it really would, Kate and Greg. She even hated thinking his name. He seemed like a nice enough bloke, not good enough for Kate, but then again, who was? She had the patience of a saint, the body of a goddess, and the intellect of a... It didn't matter though. She had lost her. Again. Caroline set down the glass on the bedside table and switched off the light before laying down on top of the covers. It was only 8 - dusk still chasing the pink from the sky and too early for bed, but she didn't really want to be awake.

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She could hear Laurence laughing along with the telly downstairs.

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Her phone beeped beside her from where it spilled out of her purse and onto her bed. She reached for it without looking.

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It was from Kate and simply read: Goodnight Caroline.

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She meant goodbye.

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Kate hand't been able to say those words to Caroline earlier. Caroline having driven them home, the ride silent, until they pulled into the drive of Kate's house and the car engine turned off. Leaving them alone. No words. Not a one when Caroline blindly reached for Kate's hand and gave it a squeeze. "Laurence said something, last week. He said I was being a hypocrite. He wanted to know why we didn't ride to work together. I don't... I want you to know I don't think there's anything wrong with you Kate, just the opposite, really. You're, you're so very..."

"Caroline -"

"I'm not, it's not an excuse. I know you don't believe me anyways, but I want you to know - it's not you. I can't blame this on John, and I can't blame this on my parents - there are some of us who can't... Be fixed. We can try, and we can fool others, but ultimately, those we love see us as we are. And I'm glad you saw now." Even those words felt too much, and they were nothing compared to the oceans of words she had in her - about how she wanted to be the one to give Kate a baby, how she did see them spending their lives together, about how beautiful and how incredible, and how kind and how...

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Kate was everything she wasn't.

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And would never be.

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She looked up and smiled at Kate, but didn't really see her through the blur of tears she kept blinking back. "I just wanted to say thank you, thank you for trying."

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