A/N:

Okay so here's the new chapter, this one is really long, I'm sorry! But it's full of flashbacks, hopefully good ones =P

I also want to thank PyroQueenOfFire aka Kyla! For editing this for me! I love you so much and you made the chapter soooo much better! 3

I hope you all enjoy this and PLEASE tell me what you think, I love getting reviews from you guys!

Kathleen Grey scrubbed at the blood stain on the couch, and the man she had fed on sat in the chair holding a wash cloth to his neck.

"What did you do to me?" He asked and she rolled her eyes.

"I fed on you," She said pulling the hair out of her face.

He stood up confused and looked down at the small blonde near him that he'd been so attracted to before. She looked up at him her milky brown eyes gazing into his dark green ones and he just looked back, her smiling and sitting up a little.

"What's your name, I forgot to ask." She said with a smile, and he sat back down never looking away from her.

"Joshua, but my friends call me Josh." He said his voice shaky.

Kathleen smiled and nodded. "Well Josh my name is Kathleen, you can call me Kat."

She smiled brightly at him and he nodded as he took in her visage and her name. Josh looked around, taking in the small home as well: it was fully furnished, paintings and pictures hung on the walls. He honestly couldn't figure out why he was still there, but he liked the house and he liked the pretty girl next to him.

"Is…is this your house?" He asked and Kat stood up, pulling her hair out of the ponytail and shaking her head.

"No, it's my friend's house, and she is coming home soon. If she sees you're still here she'll be very pissed, and she's not so nice when she's pissed." Kat said taking Josh's hand.

"So we're leaving?" He asked and Kat smiled nodding.

"As soon as I get something you are taking me out and showing me the town." She said pulling him up the stairs with her.

Kat opened the door to Charlotte's room and let go of Josh's hand, heading away from him for a moment. He walked around, looking at a book shelf full of old books in order by year. He pulled out a book, the first one on the shelf labeled 1864 and looked it over a little without opening it.

"Hey, what are you doing?" Kat asked as she put a necklace on.

He put the book back and turned around to face her, trying to shrug it off. Josh didn't want her to think that he was being too nosy, but at the same time she'd definitely seen him grab the book and she probably knew he was curious about where he was and whose house he was in. She smiled at him and he returned her smile feeling warm suddenly.

"Sorry, I'm nosy," He said scratching the back of his head, making her smile and shrug.

"That's okay, now come on let's go." Kathleen dragged Josh out of the house while Charlotte sat outside of the school, doing her chemistry homework on a picnic bench underneath an oak tree.

"You're Charlotte right," She heard someone say and she looked up—Michael Greene smiled at her and she returned his smile.

"Yeah I'm Charlotte," She said putting her pencil down, and he smiled and pulled at the strap of his bag.

"Can I sit here?" He asked and Charlotte nodded moving her things closer to herself.

She was definitely not going to be rude to him, and at the same time she also wanted a bit of her own space because of her urges. He sat down and she smiled at him, controlling her hunger and trying to be friendly. Charlotte closed her chemistry book and he smiled a little as well.

"So are you new here?" He asked and Charlotte nodded but then shook her head.

"No exactly," She said and he looked at her funny. "I used to live here but I moved." She said and he nodded.

"So why'd you move back?" He asked and Charlotte smiled a little.

"I missed it—I missed my home." She said and he smiled at her nodding. "What about you, what brings you to Mystic Falls, Virginia?" She asked and he laughed a little.

"My uh dad died a few years back, and my mom just decided to move here, she said she wanted a small town." He said and Charlotte nodded frowning a little.

"I'm sorry about your father." She said and he smiled a little.

"Its fine," He said and silence fell between them. "What about your parents? Why'd they want to move back?"

Charlotte frowned and bit her lip. "They're dead."

Michael looked at her as she said it mutely, frowning a little when he let the words sink in. She was an orphan and she was in just as much pain about the loss of a parents as he was if not more since she had no one. He felt like he needed to say something, so he just extended his condolences and smiled a little at her to let her know she could have a friend in him.

"I'm so sorry, what happened to them?" He asked and Charlotte shook her head. "Right I get it, so you live with like foster parents or something?" He asked and Charlotte shook her head again.

"I live by myself." She said with a small nod.

"Wow," He said and she nodded.

"Wow, I feel like an ass now." Michael laughed and Charlotte smiled shaking her head. "Here I am going on with my sob story, and you live alone at what 18?"

He was smiling at her and Charlotte just laughed a little nodding, even though technically she was 164. Even so, Michael didn't know that and Charlotte was pretty happy that someone was actually trying to up her mood. The two of them began to joke around to keep the mood light, Damon standing on the other side of the school grounds, starring at Charlotte and watching her laugh and flirt with Michael. Damon glared at this Michael—he had been eavesdropping on there conversation the whole time. Damon decided enough was enough and smirked, starting for Charlotte.

"What are you doing here Damon?" He heard Stefan say and so he turned around and smiled at his brother.

"I'm here to bring you your lunch—you left it on the counter in you Powerpuff Girl lunchbox." Damon said and Stefan rolled his eyes.

Stefan knew his brother well enough to know that he was up to something and looked passed Damon, to see where he was heading. He saw Charlotte laughing with the new senior, Michael, and she looked happy as could be.

"Damon leave her alone," Stefan warned and Damon chuckled.

"I just wanted to say 'hi'." Damon said and Stefan gave him a look.

"Do you not want her to be happy?" Stefan asked and Damon tilted his head to the side. "All you do is cause her pain Damon—always. First you took her way from her family, you forced her into becoming like us, you broke her heart over and over again and now…now you're going to go ruin a potentially good thing for her? You used to love her Damon, what happened?"

Damon narrowed his eyes at Stefan but then heard a familiar laugh. He looked towards the sound and saw Kathleen Grey walking down the street with a man who had his arm wrapped her shoulders. Damon smirked and looked back to Stefan with something new to add to the conversation.

"What ever happened to Kathleen? You loved her didn't you?" Damon asked and Stefan looked at him confused.

"What?" He asked and Damon smiled shaking his head.

"Well it looks like Kat has found someone new anyway, see." Damon said pointing towards Kat.

Stefan turned around and his mouth fell open as he stared at his old girlfriend, Kathleen Grey. He turned back to his brother only to see that Damon was now sitting by Charlotte smiling at Michael. Stefan sighed and looked back towards Kathleen—she turned as well and their eyes met. She smiled and winked at him before turning a corner.

Stefan ran his fingers threw his hair and sighed. What was Kathleen doing here? It had been years since the two of them had seen each other. Stefan left her, and he left her for good reasons, but now she was back…no doubt to do something awful.

Kathleen wasn't always like that though—when Stefan first met her, she was seventeen, and she was working at a club as the singer. Stefan fell for her the minute he saw her…it wasn't like with Katherine, it was real.

Stefan Salvatore walked along side of his brother, Damon, and his best friend, Charlotte Dalton. Charlotte had dragged them out to a club and Stefan couldn't say 'no' to her.

"Don't look so down Stefan, I mean there will be people, drinking, music and dancing! How could you not have fun?" Charlotte beamed, twirling a little and Stefan chuckled.

"Damon would you dance with me please?" Charlotte said turning to her lover and he smiled tilting his head to the side as a large man held the door open for them.

"I would love to dance with you." Damon said taking Charlotte by the hand.

Stefan watched the happy couple head towards the dance floor. He had always kind of been the third wheel with them but he didn't mind—the two people he cared about most were happy and that made him happy. Stefan sighed, however, the bit of loneliness setting in, and walked over to the bar.

"Straight vodka please," Stefan said to the bartender.

He nodded and poured Stefan a glass. Stefan turned and leaned against the counter. He watched as Damon and Charlotte laughed dancing with each other, enjoying each others' company. The fast song slowed and Stefan glanced at the stage. A girl walked out on the stage, her blonde curly hair pulled back from her face, flowing down her back. She wore a pearl white dress. She inched towards the microphone; the pianist played a soft familiar tune. Damon and Charlotte were dancing close now, gazing into each other's eyes, while Stefan stared at the beautiful girl on stage.

"My love must be a kind of blind love; I can't see anyone but you,"

Stefan let out a breath as the beautiful young woman sang the song, making it sound even better than when "The Flamingos" sung it. He enjoyed it so much that he hung on her every word and approached the girl when she was done singing. She was thanking a few people for attending and Stefan found his opening.

"Excuse me." Stefan said and the girl turned around, grinning when she saw Stefan.

"Yes?" She asked and Stefan smiled extending his hand towards her.

"I'm Stefan Salvatore." He said and she took his hand shaking it.

"Kathleen Grey." She smiled and he returned it.

Charlotte clenched her pencil in her hand while Damon chatted it up with Michael.

"So Michael did Charlotte tell you that her and I used to date?" Damon said and Charlotte rolled her eyes as Michael glanced at Charlotte and she nodded slowly.

"Huh, she must've been real desperate then," Michael said rudely, Damon glaring at first but then he smirked.

"She's going to eat you alive." Damon said smiling at him and Michael looked at him strangely as Charlotte gritted her teeth.

"Ah, Michael, I think I'm going to head out, but I'll see you at the party tonight alright?" Charlotte asked before Damon could say anything, Michael smiling and nodding.

"Yeah of course," Michael said and Charlotte smiled at him, leaving the two but Damon wasn't giving up hat easy—he followed after her.

"What party?" He asked keeping up with her pace easily.

She rolled her eyes as she walked into the school, Damon still following her. "None of your business and you're not allowed in here."

She opened up her locker and began to switch out her books, Damon never looking away from her. Damon chuckled because he knew it was a love/hate action from him for her, and then the finale bell rang.

"I am now-I'm here to pick up my brother, since I am his legal guardian." Damon lied—it was a lie he told often when caught at school.

"Damon…leave me alone." Charlotte said refusing to look at him.

"Charlotte, stop fighting it," Damon said and Charlotte slammed her locker door shut.

"Stop fighting what? My urge to kill you?" She snapped and Damon chuckled.

"You want me," Damon said and Charlotte groaned storming past him. "Come on Char, just admit it."

He laughed as she stormed towards her car. "Go away Damon!"

Caroline spotted Charlotte as she yelled at Damon, waving at her so Charlotte forced a smile. Damon grabbed Charlotte's arm and pulled her to him crashing his lips against hers. Charlotte put her hands on his chest determined to push him away but he gripped the back of her head deepening the kiss and making her go weak in the knees. Charlotte shook her head and pushed Damon, sending him backwards against the wall of the school, cursing for exposing herself.

"Go to Hell." She spat at him as he picked himself off the ground.

Charlotte stormed off heading towards her car, feeling all sorts of emotions running through her that she knew she had to control. Caroline stared at her, worried, wanting to know what was happening. She knew that something weird was going on, but at the same time she had no proof and the least she could do was make sure Charlotte was okay.

"Charlotte what happened?" She asked and Charlotte shook her head climbing into her car.

"Just follow me okay?" Charlotte said looking up at Caroline and Caroline nodded, climbing into her car.

Kathleen Grey smiled at Josh as he bought them two iced coffees. As much as she'd hate to admit it, she was growing on this Josh guy. He was sweet, and he was caring, and Hell was he stupid. No he's not stupid, he's smart as can be, he just…understands strangely. Josh came back over holding the coffees in hand and he set them down, smiling at Kathleen brightly.

"Can I ask you a question?" He asked as she sipped her coffee, sighing and nodding as she nodded to let him ask anything he wanted. "How did you become a….vampire?"

He was whispering and he felt a little stupid acting like he was freaked out about the word. Josh was a worried about people hearing him say the word, but he wasn't afraid of the word. Kathleen chuckled at him and smiled a little, looking at him.

"You honestly want to know?" She asked and he nodded slowly.

Kat smiled a little, not believing she was telling this to someone she just met, not to mention the fact he was a human. Still he had asked and he genuinely seemed to want to know, so she didn't see why she shouldn't just answer his questions.

"Someone I loved turned me into a vampire because I could have died."

Kathleen Grey was walking down the dark, damp streets of Boston, Massachusetts, heading for her boyfriend's apartment. She hadn't heard the man behind her, following her as she turned down an alley way to get there faster. So when she heard the sound of a gun cocking she froze.

"Don't move or I'll shoot." The man said and Kathleen's heart picked up pace.

She heard the man walk towards her. He tore the fur coat off of her and shoved it in a black duffle bag he had, then he ripped the pearls from her neck.

"Anything else valuable on you?" He spat getting in front of her.

Kathleen shook her head holding back the tears in her eyes. The man nodded and the reached for her face. She screamed and the man hit her in the face with his gun causing her to fall in a puddle. He began kicking her in the stomach then the ribs. Kathleen cried out in pain but no one was around to hear her calls for help—no one heard the cock of the gun, or the firing of the bullet.

Stefan saw Kathleen sitting at a coffee shop with the boy, he learned was Joshua Jones—one of the football players. Stefan was listening into their conversation, and she was telling him how she was turned into a vampire. It had been the only time Stefan ever turned anyone.

Charlotte and Damon had gone hunting that night and Charlotte smelled blood. So she followed the scent and it only led to her finding her human friend lying on the ground beaten and bloody.

"Damon!" Charlotte screamed falling down to the ground beside her, Damon appearing and seeing Kathleen lying there on the ground.

"We have to get her to Stefan." Charlotte said and Damon nodded picking Kathleen up off of the ground.

Charlotte and Stefan took Kathleen back to their home, where Stefan was waiting for her to show up. They didn't want to do anything because she belonged to Stefan—she was his, and he was hers. This was Stefan's call, so bringing her right to him had seemed like the right decision.

"Stefan! Open the door!" Charlotte screamed and Stefan ran to the door opening it, Damon rushing inside, lying Kathleen on the couch.

"What happened?" Stefan asked his voice cracking as he rushed to her side, the smell of her blood filling the air.

"I don't know I just found her like that. Stefan you have to save her—you have to give her your blood or she'll die." Charlotte said starring at her friend holding back her tears.

"She'll die either way," Stefan said taking Kathleen's hand. "Charlotte, you didn't want this, do you think she would?"

Stefan knew that out of all of the vampires in the room, Charlotte was the one to ask a question like that. She was the one he had always trusted and the one that being a vampire felt more like a curse to her than a blessing sometimes and he loved Kathleen—did he really want to do this to her when she couldn't make the choice herself? He looked directly at Charlotte, and she closed her eyes.

"Just because you give her your blood doesn't mean she'll become one of us, it will heal her wounds." Damon said in Charlotte's defense.

Stefan sighed listening to Kathleen's very weak heart beat and he tried to wrap his head around the situation to make a decision. He loved her…he couldn't lose her—but he didn't want her to be like him…he loved her too much to do that to her.

"Stefan please, do this. I know what will happen if you lose her. You'll be miserable and she'll understand." Damon said and Stefan closed his eyes—Damon was right, he was always right.

"So what did he do?" Josh asked and Kat looked at him strangely.

"Kind of obvious," She said smiling and he nodded.

"Kat," Kathleen heard an all but to familiar voice say.

She smiled a little and looked towards the voice, already knowing who it belonged to. Stefan nodded in her direction as they made eye contact, trying to figure out what to do next—what move to make.

"Stefan, we were just talking about you." She said smiling and Stefan shot her a look as Josh looked from Kat to Stefan.

"That's the guy that…" Stefan glared at Kathleen and she smiled and turned to Josh.

"I've got to go," she said smiling at him. "Forget you ever met me."

She made sure that they had made eye contact, compelling him and he looked dazed. Kathleen stood up and left the Café, Stefan following her down the street. She was there for a reason and though he wanted to catch up, he also wanted to know why she was there in the first place.

"What are you doing here Kat?" Stefan asked and Kathleen smiled walking still.

"I came to visit my best friend, Charlotte; she even gave me this." Kat said pointing to her neck.

Stefan nodded—so that's how she was able to walk around during the day. Most of the vampires he knew had a special ring that allowed them to do that, but Charlotte had a necklace for her.

"That can't be the only reason you came…I know you." Stefan said and Kathleen chuckled.

"That's a vain thought Stefan. I mean just because I'm in town doesn't mean I'm planning on ruining your life." Stefan gave her a look and she sighed. "Okay, I guess it could mean that, but it's not true." She said and he rolled his eyes. "Well I saw your girlfriend." She said stopping to turn to him. "She looks an awful like that girl you and Damon loved….um it was Katherine right? Huh Katherine, Kathleen, you have a thing for Kats don'cha?" She asked and Stefan narrowed his eyes.

"Stay away from Elena, Kat; she has no part of this." Stefan said and Katherine grinned.

"Oh, of course not—I'm not like Damon. I don't plan on destroying your life. I just want to…play with it a little." She said and then took off leaving Stefan standing there alone.

"I can't believe you have your own house." Caroline said setting her purse down on the couch and Charlotte glanced around, the smell of blood still clung to the air.

"Yeah, it's kind of lonely, but you get used to it." Charlotte said smiling at Caroline. "So you want to go raid my closet?"

Caroline grinned at her. "Hell yeah,"

Charlotte smiled and the two bounded up the stairs, Caroline following Charlotte like a puppy. Charlotte walked over to her closet and threw open the door, Caroline's face lighting up as she walked into the very large closet. It was almost like a mall, and the twinkle in her eyes was making Charlotte smile a little more.

"Oh my God! It's like Heaven!" Caroline squealed running her fingers over the clothes making Charlotte laugh.

"Yeah I know," She said walking into the closet.

She glanced at the wooden door in the back that lead to even more clothes, but those were the clothes she hadn't wore in a very, very long time. She liked to keep them separated from all the rest because of the memories they brought more so than the fact that no one wore them anymore.

"Can I burrow something please?" Caroline begged pulling out a blue mini dress.

"Sure as long as you don't ruin it." Charlotte said trying to find something for herself to wear.

"Are you like rich or something?" She asked and Charlotte laughed shrugging.

"My parents were the Daltons—one of the founding families." She said and Caroline nodded pulling off her shirt to try on the mini dress.

"I knew your name sounded familiar." She said looking at herself in the mirror. "Wow I love this dress."

"Wear it; keep it, Hell I don't care." Charlotte laughed pulling her top off.

"Seriously?" Caroline asked turning to her as she pulled on a black camisole top.

"Yeah, I don't wear that one anymore and it looks great on you." She smiled at Caroline.

"You are my best friend." Caroline said and Charlotte laughed pulling off her pants.

Caroline then helped Charlotte pick out an outfit—she after all had to thank her somehow for the dress. Charlotte decided to wear the black camisole top, with a mini skirt. Charlotte was tying her shoes when there was a knock at her door. Charlotte jumped up and headed for the door.

"Stefan says hi," Kat said walking into the house. "Charlotte you missed out on school, that guy had the sweetest b—"

"Hey, Char," Caroline said coming into the room, but she stopped and glanced at Kathleen then at Charlotte. "You have a roommate?"

"No—Caroline this is my friend Kat. Kat this is Caroline." Charlotte said giving Kat a look as she tried to make Caroline less confused.

"Hi, Caroline." Kat said smiling at her in the way that said 'yum' in the Kathleen sense and Charlotte grabbed her arm using her vampire strength to keep her where she was.

"Caroline and I were just getting ready for a party. I'll probably be home later tonight." Charlotte said letting go of Kat.

"You should totally come." Caroline said and Charlotte cursed in her head as Kat smiled at Caroline then headed for the stairs.

"I would love to go—just let me go raid Charlotte's closet and then we can leave." Kat said smiling, then she ran up the stairs and Caroline smiled at Charlotte.

"I'm going to go ahead and head over there, but I'll see you there alright?" Caroline said grabbing her purse, Charlotte nodding and smiling. "Alright, thanks for letting me borrow this, and I'll see you there."

Caroline beamed and then hugged Charlotte, Charlotte returning the friendly embrace. Then Caroline went to leave and Charlotte started to clean up the living room.

"Charlotte, you have a hot visitor, with flowers!" She heard Caroline say and Charlotte turned around.

She didn't know who she had really been expecting, but she smiled when she saw Michael there holding a small bouquet of flowers. He was so sweet and she suddenly felt a little like she hadn't done this in a while…she had butterflies in her stomach, but not necessarily in a romantic, happy way.

"Hi," Charlotte said, realizing she was a little nervous and felt a little more at ease when Michael smiled at her.

"Hey," He said walking into her home.

"What are you doing here?" Charlotte asked taking the flowers as he handed them to her.

"Well I found out where you lived, and you did invite me to that party so I thought we could ride together." He said following her into the kitchen, Charlotte pulling out a vase, and filling it with water.

"How'd you find out where I lived?" Charlotte asked completely ignoring his request to ride together as she set the vase in the middle of her breakfast table.

"Mystic Falls is a real small town you know." He said, obviously lying, and Charlotte just nodded and arranged the flowers.

"I don't know if I should go in a car with my stalker." She teased and Michael chuckled shaking his head.

"Now that's just mean." He said and Charlotte laughed shaking her head. "Come on, I promise I wont bite."

Charlotte kinked an eyebrow at him. "Yeah, but I might." Michael looked at her strangely. "How about you and I drive in separate cars, and just meet each other there, like we planned."

Michael nodded feeling a little rejected. "I'll see you there then?"

She nodded as she started to lead him out of her house and he smiled at her, glad that they would at least be meeting up. He kissed her on the cheek before she could tell what he was doing and left. Charlotte closed her door, still in shock—she hadn't kissed anyone, other than Damon…as sad as that was, but she was in love with Damon. She always had been and every time she'd tried to move on, Damon was there to stop it from happening. Charlotte sighed and sat down on the couch, running her fingers through her hair, messing up a few curls as she thought of Damon…the old Damon.

Charlotte ran her fingers along the spines of the books in Damon's very large book shelf, while Damon watched from the bed taking in her appearance; she was wearing an emerald corset dress. Her dark curls flowed down her back, a white flower in the back of her hair. She turned smiling at Damon, and he couldn't help but smile back.

"What are you looking at?" She asked crossing the room towards him. Damon smiled putting his hands on her waist as she stood in front of him.

"The most beautiful thing in the world," He said and Charlotte blushed.

Damon reached up brushing strands of hair from her face. She smiled and grabbed his shoulders. He helped her up on him, and she straddled his hips. Charlotte kissed his lips, then his jaw, and then his neck. Damon pulled at the ribbons on her corset, loosening them as Charlotte pushed Damon back down on the bed and he pulled his shirt off. He rolled over causing Charlotte to giggle from surprise.

"I love this dress on you." He said and bent down to kiss her, Charlotte smiling and gripping his shoulders.

"I'm sure you'd like it even better off of me, Mr. Salvatore."

"What'ca thinking about?" Kathleen's voice startled Charlotte and she jumped a little.

Kathleen laughed and sat down beside Charlotte. "You're a pathetic vampire, no offense."

Charlotte rolled her eyes. "Come on Kat, let's go to this party."

Charlotte and Kathleen arrived at the party a little while after it had started. Charlotte climbed out of the car and glanced at all the teenagers, running around crazily getting wasted.

"I love alcoholic parties." Kathleen said and then disappeared in the large crowd of teens dancing.

"Charlotte! Over here!" Charlotte heard Caroline yell.

She looked around and saw Caroline standing next to her friend Charlotte had learned was Matt, Elena's ex. Charlotte pushed her way towards them, glad to see familiar faces.

"Hey! Wow, this party is great." Charlotte said as Caroline handed her a beer.

"Isn't it?" Caroline said already a little tipsy

Charlotte and Caroline gossiped, joked around and hung out with Matt. By the time Stefan and Elena showed up, Charlotte was doing tequila shots with the football team. Stefan rolled his eyes smiling at his intoxicated friend, glad she was at least having fun.

"Char," Stefan said and Charlotte turned around.

She screamed when she saw Stefan and jumped on him, glad to see him. Elena laughed letting go of Stefan's hand, watching Charlotte squeal over him.

"Stefan! You came, thank God because my stalker isn't here and I have no one to drink with." Charlotte whined letting go of him and Stefan looked at her strangely.

"Stalker?" He questioned and she nodded grabbing two shot glasses off the table, handing one to Stefan.

"His name is Michael, and he's really sweet and hot but he somehow knew where I lived, and he lied about it." She said and then her and Stefan both drowned down their shots.

"I'll look into him." Stefan said and Charlotte laughed.

"You're like an over protective brother Stefan. I'll be fine." She said and Stefan smiled. "Now also, Kathleen is here."

Stefan gave her a stern look, watching as she tried to focus and become more serious. She knew it was a serious matter that Kathleen was kind of crashing the party, but at the same time she'd had so many shots she just wanted to laugh.

"Why did you bring her?" Stefan asked looking around for Elena.

"I didn't—Caroline invited her, but she promised me she wasn't going to mess with you so there's nothing to worry about." She slurred and Stefan groaned finding Elena, laughing with Kathleen.

"Yeah, well looks like you can trust her as much as you can trust Damon." He said walking towards Elena and Kathleen.

"Oh, Stefan hey," Elena said kissing him and Kathleen watched trying to seem perfectly fine but seeing Stefan kiss her broke her heart.

"Stefan, this is Kathleen—she came here with Charlotte and she says she knows you." Elena said smiling at him, Stefan nodding and trying to stay under control.

"Yeah I know her." He said and Kat smiled.

"Stefan and I go way back don't we Steffy?" Kat teased and Elena looked at the two strangely.

"Elena, I need to talk to Kat—I'll be back okay?" Stefan asked gripping Kathleen by the wrist and Elena nodded as Stefan dragged Kathleen away from her.

"What the Hell do you think you're doing?" Stefan snapped and Kat glared crossing her arms.

"I was just getting to know the girl you chose over me that's all." Kat said bitterly and Stefan shook his head.

"You know Kat you are the vainest person I have ever met in my life—it's always about you! You think just because I'm dating someone else that it has to do with you. I didn't chose anyone over you, I just left you and you know why I left you so don't you even play the 'I'm innocent' card on me." Stefan said and Kat glared holding back tears.

"I loved you, and you left me!" She yelled and Stefan frowned. "You left me because I turned into this thing that disgusted you—I was only doing what I had to Stefan, to survive, and you held it against me, and you left me."

Stefan stared at her, taking in the hurt look on her face—the pain. Charlotte stared over at Kathleen and Stefan, seeing the tear trickle down her friend's face. She frowned and looked down at the ground, feeling a little bit like her buzz was leaving.

"Oh great you started without me." Charlotte turned to see Damon standing in front of her and she glared, pushing past him.

"Charlotte, hey, there you are." Charlotte looked up and saw Michael.

She looked back at Damon, to see him watching very intently and suddenly had an idea. She smiled and walked towards Michael, knowing that Damon was watching and glad that he was because it made her plan pan out perfectly.

"Hey, I thought you were never going to come." She said and he smiled at her.

"Yeah, my mom needed me a little longer that expected, but I'm here now." He said and Charlotte smiled.

'Ain't No Rest for the Wicked' started to play and Charlotte squealed suddenly. She dropped her drink and grabbed Michael's hand, looking him in the eye.

"I love this song, please come dance with me." She begged bouncing a little.

Michael laughed and nodded, Charlotte dragging him over to where the other teens were dancing. Charlotte stared swaying her hips, moving along with the beat. Michael grabbed her hips, pulling her to him, and she laughed as they danced. Damon watched Charlotte and Michael dance his jaw clinched.

Charlotte was grinding on him, and that was one of the things she only did with him. Charlotte never acted this way with anyone but Damon. She was his, and now this human comes into the picture. Charlotte gripped the back of Michael's head and pressed her lips against his, which sent Damon over the edge and he stormed towards them. He grabbed Michael by the shoulder and ripped him from Charlotte then punched him in the face.

"Damon!" Charlotte screamed pushing him back as Damon's eyes darkened. "Damon, stop that now."

Damon couldn't control the feelings that had come over him and as his fist made contact with Michael's face, he didn't want to stop them. Charlotte growled as Damon beat Michael with his fist, her eyes changing. Stefan heard the commotion and hurried over, followed closely by Kathleen.

"Damon, go now." Stefan said dragging his brother away from the bleeding human, Charlotte glancing at Michael and seeing the blood oozing out of the cuts on his lips.

"Your eyes," Michael said and Charlotte turned around trying to get her hunger under control.

"I'm sorry," Charlotte said and ran into the woods, after Damon.

Stefan stood by Elena watching Kathleen help Michael up from the ground. She turned to look at him, and then she shook her head then headed home. This wasn't something that Stefan could really fix and he knew it—Damon had just put a damper on the whole evening.

"Damon Salvatore where the Hell are you!" Charlotte screamed, her fangs exposed, and her eyes red.

Charlotte found him, but what she saw wasn't what she wanted to see. Damon held Caroline in his arms, her neck exposed. Damon kissed her neck, then lifted his head back and bit her.

"Stop!" Charlotte screamed running over to him.

Damon looked up dropping Caroline to the ground, her body made a horrible thump as it hit the ground. Charlotte couldn't believe what she was seeing, but on some level she expected this from him and her heart hurt at the sight of it all.

"Oh, hey, Char." He said wiping some blood of his mouth and Charlotte looked from Damon, to Caroline. "Go ahead, take a bite." He said tempting her. "Or better yet kiss me, so then I can kill two birds with one stone."

Damon took a step towards her and Charlotte shook her head. "No, no, Damon stop it! Stop it right now!" She hissed and Damon stopped as she began shaking her head. "I can't do this anymore Damon."

"Do what? We haven't done anything." Damon smirked and Charlotte shook her head.

"I love you," She said and Damon's smirk faded. "I've always loved you and you…all you do is hurt me. You won't let me get over you, but you won't let me be with you. It's like some constant rollercoaster with you! You can't keep doing this to me." She said and Damon remained silent for a change. "Just go…please just leave me alone."

Damon stared at her, waiting for her to take it back, but she didn't and he almost knew she wouldn't. Damon nodded reaching towards her face, and he wiped the tears from her eyes before he left. A sob escaped Charlotte's lips, but she held the rest back, Caroline groaning and beginning to sit up.

"Whoa, be careful, Care." Charlotte said helping Caroline up.

"What happened?" Caroline asked confused, her head throbbing.

Charlotte shook her head and stared to cry. Caroline wrapped her arms around her, confused as to why her new friend was crying, but holding her close.

"Hey, it will be okay." She said trying to calm her, and Charlotte nodded and calmed down a little bit—she was able to stand the smell of blood coming from Caroline because her mind was focused on other things…Damon.