A/N: Another chapter finally up. Sorry it took a while, had a little writers block. Getting started on the next one right away, will be up either tomorrow or at least by Wednesday. This season is seriously so huge, and I think this episode has some things you guys weren't expecting. Also some kinda bad language somewhere. I changed this story to M because there will be some strong sexual themes and language throughout the course of the story.

I've gone back and re-written he first two chapters of 'The Best Friend'. They are totally different and the pilot includes a flashback of when Damon and Cassie first met. Check it out and let me know your thoughts.

Disclaimer: I don't own TVD or it's characters.

Cassie POV

"Elena," D called, getting her reluctant attention. She looked up from what she was doing momentarily but didn't hold our gaze.

"What do you two want?"

"I know I'm the last person you want to see right now but I need you to come with Cassie and I," Damon explained in a hushed voice so no one overheard as he tried to convey the urgency through his tone.

"Whatever it is, I'm not interested," she declared tiredly, even adding a slight sigh.

"Trust me," I scoffed amusedly. "You'll be interested."

"Yeah, we need you to come with us right now Elena," he continued seriously. She looked back at us for a moment before finally sighing and nodding.

"Call Stefan, tell him to meet us in Ric's classroom," I told her. She complied as we led the way to the familiar school room our human vampire hunter friend worked in. Stefan was already there at the door and he put a strong arm around her the minute we crossed the threshold.

"What's wrong," he asked deeply, glancing at us seriously.

"Well, and don't freak out when you hear this but-" I tried to word it in a way that wouldn't make them overreact.

"Caroline's a Vampire," Damon blurted, cutting me off simply. I rolled my eyes as dead silence met his exclamation. They stared at us with something akin to horror, clearly not wanting to believe our words.

"That's not possible," Elena finally breathed shakily.

"Well considering she just kicked Damon's ass out in the hallway, I'd say it's pretty damn possible," I countered, unable to resist. She glared at me and started pacing while D didn't look please at my demeaning words.

"How did this happen?" Stefan asked, almost enraged.

"Well I fed her blood, Katherine obviously killed her, and A plus B equals..." Damon answered snarkily. I rolled my eyes as I sat with my legs folded under me on the teacher's desk while Damon leant against it casually.

"But why?" Elena questioned as though we knew the answer. It was flattering really, but we didn't know everything.

"Because Katherine is a manipulative, nasty little slut," he replied darkly. I barely suppressed a smile. I mean, was it wrong to feel totally ecstatic at his words?

"She said 'game on'? I mean what does that even mean?" Stefan stressed.

"It means she's playing dirty and she wants us to know," Damon answered quietly.

"She probably wants to get us all paranoid and worked up," I added seriously.

"But why Caroline?"

"We don't know!" I exclaimed, putting my hands up in surrender at her sharp tone.

"Caroline must be going out of her mind, she's got no idea what's happening to her," Stefan began pacing the room. Damon and I exchanged a subtle glance filled with worry and amusement.

"Oh, she knows exactly what's happening to her," I countered openly, looking down at D pointedly.

He sighed and explained further, "All of my compulsion from the past started wearing off the minute she was in transition."

It was silent for a beat before Stefan sighed heavily, "We have to find her."

"Yep," Damon agreed. "And kill her."

My head swung around to stare at him with wide eyes. "Absolutely not!" I exclaimed quickly. Just the simple idea of hurting the blonde who I could actually call a friend was painful.

"You're not going to kill Caroline," Elena deadpanned.

"She knows who we are, she's officially a liability," he spoke sounding fully detached, but as he glanced at me his eyes softened yet he didn't back down. "We gotta get rid of her."

"Damon, absolutely not," Stefan quoted me. I shook my head.

"Not gonna happen D," I added strongly.

"Need I remind you of a tragic little story of a girl named Vicki Donovan," he said. I rolled my eyes and jumped off the desk, standing beside Damon with my arms crossed. "Yeah. Caroline of all people will not make it as a Vampire. Her Mother's a Vampire hunter. Guys come on, we all know how this story is going to end so why don't we just flip to the last chapter and-"

"It's not an option Damon," Elena cut him off tearfully. I rolled my eyes again at how vulnerable she seemed right now and stood before Damon strongly.

"I gotta agree with them D. I get she's a volatile person, but I'll work with her," I promised him, staring into his eyes deeply to try and make him understand how much I truly liked Care as a person. "Besides, she could be fun to have around."

"Not that I don't agree but it still has to be done Cas," he replied, turning to our brother for backup. "No?" Stef kept his eyes to the ground and his mouth shut tight. "Your silence is deafening Stefan. Wait, wasn't there a school carnival the night you staked Vicki? Huh, talk about a town where history repeats itself. You know I'm right."

He suddenly got up and walked up to Damon stiffly, I could tell he had had enough. He got right in his face and with a kind of scary glare spoke intensely, "We're not gonna kill her."

Elena got up and stalked past as well. "It's the only way," Damon called as she joined Stefan at the door and the left together. I rolled my eyes once more and reclined against a students desk. I looked up at Damon from under my lashes and saw him looking at me carefully. "You're not angry with me?"

"No," I replied simply. He was now most definitely confused.

"I just said I'm going to kill one of your best friends," he told me. I sighed in extreme annoyance.

"I know, I was there," I nearly snapped.

"Well why aren't you yelling?" he asked suspiciously. Part of me knew I should but deep down I understood his reasoning, and I actually agreed. I didn't want Care to have to live this half-life only to be killed brutally a few weeks down the track. I just shrugged.

"I'm not sure. I'm going to go look for Care, talk to her seriously about what's going on," I told him. He raised his eyebrows at me in surprise. "I wasn't kidding when I said I would be her mentor."

He nodded and shrugged back, sighing I stepped over to him and put a hand on his shoulder. He looked up at me and I placed a small kiss on his lips making butterflies erupt in my stomach. I walked out the door without a goodbye and took of in search of the newly turned vampire, knowing Damon would still try and accomplish his task and I had to get to her before he did.

I raced through the carnival at as much of a human speed as possible, sniffing the air for the familiar smell of hairspray, nail-polish and perfume that she carried. I couldn't smell it any where and had been searching for at least 20 minutes. I hoped I wasn't too late. Just as I though this, the strong scent of human blood drifted through the air. It wasn't just a small whiff like if someone got a paper cut. No, this was heavy as though a lot had been spilt. I rushed as fast as I could towards the scent, not caring who saw me. I would barely be a blur to them anyway.

As I finally found the source of the smell, I nearly gasped at the sight. Damon was holding Care close with a stake held above her heart from behind. Without thinking a rushed up to them and ripped the stake from his hand, pulled a sobbing Caroline from his grasp and shoved him back a few feet. He stared at me as I held her in my arms and I stared back. Stefan arrived a moment later.

I let go of her as she and Elena exchanged some words while I strode up to stand beside Stefan as he stood before Damon. "Stefan, we have to get her inside!" Elena exclaimed. He nodded and walked back, grasping Care's arm ready to drag her indoors.

"She's going to die!" Damon called. "It's only a matter of time!"

"Yeah, but it's not going to be tonight," Stefan said forcefully.

"Oh yes it is," D growled, reaching down to pick up the stake. My eyes widened and in the next second I was pushing Elena out of the way and standing between Damon and Caroline fiercely. My eyes shut tight involuntarily as I saw the stake heading for my chest and I readied myself for the pain. But none came. I hesitantly opened my eyes to see Damon holding the stake inches away from where my still heart lay and he had a pained look in his eye, as tough he couldn't believe just how close he had come from killing me. I was breathing heavily as I stared up at him with wide eyes.

"I could have killed you Cassandra," he snapped darkly. I swallowed thickly and nodded, eternally grateful he didn't though I knew it would have been an accident.

"She's my friend," I replied wholeheartedly. His amazingly blue eyes never left my own hazel ones as he dropped the stake at his side.

"Whatever happens Cas, it's on you," he sighed, a slight smile on his lips for some unknown reason.

"I understand," I replied. I vaguely heard the sounds of the witch showing up and flipping out, but it was lost on me as I stood o close to Damon. He sighed and drew his arms around me tightly.

"Dammit Cassie," he growled in my ear as his arms folded around my waist and I wrapped my own around his neck with my head tucked into his shoulder. "I almost killed you."

"But you didn't," I grinned, still colossally relieved. I inhaled his addictive scent of alcohol, aftershave and the forest after a storm.

"No, get off me. I want Cassie!" I heard Caroline scream at Stefan as she shoved him away from her. I chuckled at Stefan's dumbfounded expression and untangled myself from Damon. I blew him a kiss as I flew to Care's side and led her into the bathroom. She was hyperventilating and shaking. I didn't know Vampires could even have panic attacks. I tore the paper towels from the dispenser and wet them slightly before rubbing them on her face to get off the now dried blood.

"Shhh. Caroline," she wasn't listening to me. She continued to fidget and sob. "Caroline! Care, shhhh. Look at me."

She was still breathing deeply but she finally met my eyes. "Oh my God, Bonnie hates me. She hates me and matt. Oh God, Matt. What am I going to do, I'm a murderer Cassie!"

"Caroline!" she was sobbing deeply as she stared up at me brokenly. "Caroline, I'm a murderer too. It's part of what we are. You killed one guy and it was an accident! Over the hundred and sixty something years I've been alive I have murdered hundreds upon hundreds of people and it wasn't an accident. I did it on purpose because I relished in other peoples pain. I enjoyed it. I can see right now that you are a better person than I will ever be Caroline. I am proud to be your friend."

She continued to sob abut she nodded slightly, showing that she understood everything I was saying. All of a sudden the familiar veins appeared on her face as her blue eyes darkened to black and red. "Oh my God! Why does this keep happening? I'm hideous!"

"Caroline! Look!" I shouted as I let the demon inside of me take over. My fangs scraped my bottom lip and my eyes darkened with veins protruding below them. She gasped as she saw me and I took her face in my hands. "When this happens Care, you tell yourself you will get through it. Come on, deep breaths. Try it with me."

She looked into my eyes, her own glazed over in terror and sadness as she met my deep breathing. My own face went back to its original state and her's did the same after a minute. She continued to breathe for a moment before sobbing again. "What's going to happen to me?"

I smiled sadly and took her in my arms softly, hugging her to me in an almost maternal way. "I'm going to teach you all I know Care. But you're going to be better than me. That's a promise."

She still cried but she nodded into me chest as I continued to embrace her carefully and shush her calmly. I wish I could undo what had been done to her, but unfortunately this shit was permanent. There was a knock at the door and Stefan entered silently. "I'm going to take her home with Elena."

I nodded knowing I needed to have a talk with Damon anyway, but I felt bad about leaving her like this. "Care I have to go and deal with some things while Stefan takes you home. I'll see you in the morning though, I promise. Just go home and get some sleep."

She nodded and I squeezed her once more for comfort before disappearing from their sight and appearing back out in the car park where the body of the guy she killed was. To say I wasn't expecting what I saw was an understatement. Damon was on the ground panting and there was a trail of water leading up to him from the hose. Bonnie was standing over him with an intense look on her face.

"Damon?" I called carefully in confusion. He glanced up at me and he looked to be in pain. "What the hell is going on here?"

Suddenly the trail of water caught on fire and I screamed as it travelled up to his legs and they caught alight as well. I raced to his side but could do nothing as the fire kept me from getting too close. He cried out and started thrashing around as the fire burnt his flesh. I screamed in fear, terrified of losing him. "Damon!"

The fire suddenly stopped as Elena interfered and distracted the witch. I sighed loudly as relief overtook my body and I hastily patted out the last bits of flames lit on his pants. He breathed deeply and layed flat on the ground still recovering. I could hear Bonnie and Elena exchanging words but they were lost on me as I stared at D. I took his face in my hands much like I had done with Care and stared at him intensely as I looked over him for other injuries. "Are you okay? Did she do anything else? Are you still hurt? Do you need blood?"

"Cassie," he chuckled but it came out as more of a pained cough. "I'll be fine."

"You'll be fine," I breathed, repeating it for my own mental stability. I reached down and pressed my forehead against his, staring deeply into his eyes. "You'll be fine."

We walked into the house hand-in-hand as I leaned on him with my head on his shoulder. He had given me his leather jacket and I had it on over my wet, bloodied, scorched dress. I slipped my heels off at the door and as we reached the alcohol table he poured us both drinks with his free hand. There was a heartbeat behind us and with a whiff of the air it was clear Jeremy was sitting in the room.

"What the hell are you doing here?" Damon asked darkly, making it clear he wasn't welcome.

"You don't lock your front door," the young 16 year old replied. I turned to looked at him and he was dressed in a dark hoodie, holding a jagged stake. I raised an eyebrow but let it pass. D handed me a glass filled with bourbon and I happily accepted it.

"Yeah," he shrugged. We weren't exactly worried about anything that could be stopped by a lock, so why bother? I rolled my eyes and took a sip of my drink only to have it scorch the inside of my mouth.

"I wouldn't, I laced it with vervain," Jeremy admitted. I gagged and spat the contents back into the glass. Hissing as my mouth smoked and sizzled, I wiped my lips on D's jacket and slammed the glass onto the table with a slight growl. Damon's growl was louder than my own and sounded kind of protective as he put a comforting arm around my waist and turned to face the kid with an enraged glare.

"Now why would you do that?"

"So I could stake you," he admitted. I scoffed at the suggestion that he could overpower either one of us and leaned into Damon's embrace. He held up the badly whittled stake, "With this."

He then threw it on the ground at our feet. "You came here to kill us?" Damon asked with a slight tone of humour in his voice.

"Well only you. Not Cassie, I actually like her," he replied with a tiny smile my way. I returned it though still pissed he had nearly burned my mouth off, "But it's only fair. You killed me first."

I stepped forward and picked up the offending piece of wood as a precaution. Damon had almost been killed once tonight, I wasn't about to take another chance no matter how small. "What made you wise up?"

"My Father hated Vampires," Jeremy told us quietly. D pulled me to the couch and he collapsed down onto it comfortably, pulling me with him onto his lap. I ended up sitting sideways facing Jer with one arm around Damon's neck and the other twirling the stake around easily. "My uncle too. They were absolute, they knew exactly what they stood for. I figured maybe I should too, I mean stand for something. But killing you, what's that gunna do?"

"Look I don't do the big brother thing very well. Sorry I don't have any milk and cookies to offer you," D smirked. Jeremy sighed and got up quickly, stalking out.

"Dick!"

I glared at Damon and slapped his shoulder sharply. Ouch, what? He mouthed to me. I pointed to Jeremy's retreating form and gave him a dark look. He just shrugged in response. I rolled my eyes and called out, "Wait! Damon's Father hated Vampire's too."

Jer stopped and turned around curiously while Damon looked at me exasperatedly. "He did?" the kid questioned.

"Same reason your Dad did," D admitted. "Only it was 1864 and people knew how to whittle."

He laughed and I gave a small grin myself. I held up the piece of wood, "Did you do this Jer?"

"Yeah, I tried. It's a little harder than it looks," he answered quietly. I exchanged an amused glance with Damon. I shook my head with a smile and looked up at him.

"Go home to your sister," I said strongly, but still kindly.

"But-" he began.

"She's mad enough already, we don't want to give her another reason to hate us."

He turned to leave but I stopped him before he could reach the door. "Jeremy!"

"Yeah?"

"Please don't try to kill Damon or myself again, I would really hate to have to do anything to you," I smiled. He chuckled and shook his head.

"I'll try, but no promises," he joked. Once he had gone I threw the failed stake into the roaring fire to my right and snuggled back into his side.

"So what did you think of our first date?" Damon asked, I could hear the smile in his voice.

"I don't know, it wasn't exactly what I expected it would be," I replied, still tucked into his side comfortably. My hand was tracing random patterns on his shirt covered chest.

"Maybe all the interruptions are a sign," he allowed carefully, a reluctant tone to his voice.

"Oh?" I asked carefully.

"Well every time we try to go out and do anything couple-like we get interrupted or stopped," he admitted. I thought about it and figured it was true, we were stopped from being together like that a lot.

"Okay, so dating's out of the picture than," I spoke aloud. "I mean with everything that's going on at the moment a relationship is probably not a good idea."

"But I'm not okay with going back to just being best friends," he countered seriously. I nodded, after these past few weeks, that would be virtually impossible for me anyway.

I searched my mind for a good medium. What would satisfy the aspects we needed satisfied? The sex was amazing. Probably the best I ever had. What we really needed was...

"Something more," I grinned, sitting up and facing him properly on the couch.

"Like..." he trailed off, making some weird hand gestures.

"Friends with benefits," I grinned. His face lit up like a christmas tree.

"You mean sex-buddies?"

"Call it that ever again and I'll cut them off while you sleep," I threatened seriously. His smile faltered slightly but he chuckled happily.

"Friends with benefits," he repeated. "Sounds kinda kinky."

"Only if you want it to be," I winked. He laughed again and this time I joined him. After our giggles had subsided I stood off the couch and stretched, loving the feel of all my sore joints popping. "I'm gonna go wash off all this blood and dirt."

I reached down and kissed his temple as I passed. "Me too," he called to me loudly as I disappeared through the doorway with a grin.

I had showered and washed my waist-length hair, getting out all the dirt and dried blood. Finally I was squeaky clean once more. I had changed into a short, black silk night gown and was sitting at my duchess brushing out my hair when the lights flickered off. I sighed and put down my silver brush. I opened my door and glanced into the hall. All the house lights were out. There must have beed a blackout.

I shrugged and left my door open as I set about lighting my 5 oil lamps I had placed around the room. The smell of roses was soon flowing through the room as I shut my windows and curtains for the night.

Just as I was tying the last two curtains together, there was a knock at my bedroom door. I turned to see Damon standing there smirking deviously as his eyes trailed my body. I crossed my arms and strode over to him playfully. He had clearly only just gotten out of the shower as he was only wearing dark sweat pants and his bare, wet chest glinted in the candlelight. His hair was stuck to his forehead in an adorable way. I bit my lip at the sight of him. He looked god enough to eat.

"Seems there's a blackout," he stated with a coy grin.

I raised an eyebrow suspiciously, "Well spotted."

He was silent for and moment before he stepped into my room fully and his chest only a few inches from mine. "So I was thinking about this whole friends with benefits thing and..." he trailed off and smirked sexily. I gave him a prompting look. "Where do you stand on whipped cream?"

As he said this he pulled a full bottle of whipped cream from behind his back and sent me a naughty grin. I giggled and reached up to run my hands through his cold, still dripping hair before using it to pull his lips to mine and hook my legs around his waist, using my foot to shut the door behind us as we made our way to my bed eagerly.

A/N: Well? Was this enough to make up for not updating for a while? Next chapter has some seriously huge things in stall so stay tuned. And make sure you go back to the two first 'The Best Friend' chapters. Also if you guys wouldn't mind taking the pole on my page that would be great also :D.

Next chapter: Elena is saved by Cassie who is saved by Damon, all in the space of a second and Stefan and Elena make a shocking discovery that changes everything.