Hello lovelies, I want to thank you all for your patience and your passion for this story. This was honestly a very hard chapter to write and I'm not sure that I managed to make it the way I want it but I only you hope you're able to enjoy it. We still have a long way to go with this story so get your seatbelts on and let's enjoy the ride.

I want to thank Vidhi for being the beta for this story and always being available to me.

Please enjoy and let me know what you think with a review.

"Nobody trust the merriment of laughter, because in those beings devoured by pain, the soul whimpers when the face laughs! The carnival of the world is such a trickster, that life is but a short masquerade; Here we learn to laugh with tears and also to cry with laughter."

-Juan de Dios Peza-

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Elena took the little antique necklace she had picked up from the glass box and handed the elderly woman the money she requested before placing it around her neck and smiling at her reflection in the mirror of the quirky vintage stand.

"Great choice young lady" The woman behind the counter complimented while Elena saw the golden locket resting above her breast; she gave the elder woman a warm smile and stepped away from the place in direction of Caroline who was buying them cotton candy from a little girl.

"Got you your favorite" The blond girl said as she handed her a bright blue cotton candy, Elena took it eagerly and bit immediately as they started walking in direction of other stands.

Elena hadn't spoken to Damon since she walked out of the shop the day before, he hadn't called nor she had made the effort to call him so taking pity on her and her gloomy voice through the phone Caroline had decided to indulge her and skip classes with her so they could go to the fair she had wanted to go with Damon in exchange for Elena going with her to a party taking place in the woods at the night where the blonde girl wished to find someone to make her get over Klaus.

The girls walked around the fair with their arms linked together; children played around while their mother's stopped to look in the shops, couples strolled together while eating ice cream or sipping lemonade and friends laughed together at shared jokes. The sun was shining brightly in the sky but there was a cold breeze that stopped the day from being overly heated.

It was a beautiful morning and Elena knew she should feel happy but somehow she didn't, she couldn't stop thinking about Damon and how badly she had reacted towards him, not that she would admit it, because one thing Elena Gilbert didn't enjoy was being wrong.

"You know I can still feel the anger radiating from you" Caroline told her as they stopped near the small bench placed in front of a fountain.

Elena huffed as they sat down, her hands attacking her blue cotton candy "I just can't believe he listened to her"

"Well…" Caroline made a pause, debating whether she should speak or not "Perhaps she made a decent point"

Elena's head swung in her friend's direction quickly "Seriously?"

Caroline took a deep breath before twisting her body so she could be facing Elena completely, her legs folding themselves underneath her so she was now completely sitting on the bench "Honey I love you more than anything in the world but even I can tell something's wrong with you"

Elena's jaw clenched as her eyes lowered towards the candy in her hand "There isn't anything wrong"

"You know I've always been your sidekick of adventures but lately you've been off the rails"

"Meaning?"

Caroline paused for a moment before sighing deeply, a worried wince on her face as she spoke "Are you even going to graduate?"

Elena huffed again as she waved her hand in front of her in a dismissive manner "Don't be silly Caroline of course I am, I might dislike going to school but I happen to be smart and I kind of actually like to study"

"Well, have you sent your college applications already?" The blonde asked and her eyes widened in shock at the other girl's lack of response "Elena! Are you kidding me? You only have until the end of the month"

Elena sighed, her shoulders dropping low in response "I'll get to it"

"Get to it?" Caroline nearly shrieked, her own cotton candy forgotten on top of her legs "Honey we need to start working on them ASAP"

Elena's eyes rose to meet Caroline's "I don't even know where I want to go"

"I don't believe that for a second"

Elena made a frustrated sigh before tearing a piece of her cotton candy and stuffing it in her mouth as she spoke "I'm not like you Caroline; I haven't known what I want to be since I was ten"

The blonde girl smiled sympathetically. "Something tells me that's not true"

Though Elena liked to believe she was guarded about herself there was nothing she could hide from Caroline, not for anything the other girl had been her best friend since they were toddlers, and the blonde knew Elena wasn't as apathetic about her future as she pretended to be.

"Can we change the topic?" Elena said while throwing her friend a pleading look but the blonde shook her head in dismissal.

"No, because I am staging an intervention"

"You're kidding, right?"

"Not in the slightest" Caroline reached towards her and took her hands between her own "Len you need to start working on your future and I have a theory. Wanna hear it?"

Elena chuckled slightly "No, but I know you'll say It anyway"

The blonde girl's face transformed into a mask full of sympathy, her words were spoken in a soft tone as if it somehow that could lessen the blow "I think maybe you act out in the hopes of they paying enough attention and deciding to stay"

"I-"

"But that's not going to happen sweetheart, because they're a pair of selfish assholes and they're not worth you wasting your future" Caroline watched as Elena's eyes filled with tears and her hand squeezed hers harder "Putting your life at jeopardy won't make them stay"

"Your mom tries" Elena whispered brokenly.

"Oh honey" Caroline reached to her and took her in a comforting embrace "They do not deserve you" She whispered next to her ear as she caressed her hair in a way a parent would do to a child. The remained like that for a couple of seconds, putting themselves back together until Elena felt strong enough to let go "Wanna get some curly fries" Caroline asked once they broke apart.

Elena smiled slightly "Always"

They stood up and marched together to the food stand a few steps away, their arms linked together once again; if there was one thing in Elena's life that would forever be constant that was Caroline, no matter their shitty parents or boyfriends, school or everything life wanted to throw in their way they knew they were going to face it all together.

Hours later, Elena and Caroline were standing side by side as they watched people mingling at the party that was being held at the woods; Elena was wearing a soft pink off the shoulder blouse with a pair of skin tight jeans while Caroline had on a purple dress and a pair of boots, the girls had spent a good two hours getting ready and they had left Elena's house feeling like they could take on the world.

Sadly, after only half hour of arriving at the party they realized it wasn't going to be that much fun, mainly because despite trying to think otherwise they both had other things more important in their heads; so now they were both at a far corner trying to pretend they were having fun

"Anything you like yet?" Elena asked her friend as she crossed her arms on top of her chest and scanned the place around them

The blonde shrugged "Meh"

Elena's lips turned up into a sly smirk at the same time she threw a suggestive look in direction of her friend "Would you rather be making flashcards with Stefan?"

Caroline rolled her eyes trying to appear nonchalant "Do not mock the flashcards, that guy's organization system is better than mine" She admitted as she stared at her "But no, he's too soft, I would eat him alive"

Elena chuckled "Something tells me that's exactly what you want"

Caroline tried to hide the smile tugging at the corner of her lips but wasn't able to. "Shut up" She said before spotting an old friend and deciding it was time Elena would stop bothering her "I'm going to go and dance with Jesse, bye" She waved as she walked away, Elena laughing in the back as she watched her go.

Since Caroline was too busy trying to pretend she actually liked Jesse, Elena got busy herself with talking to the other girls on the cheerleading team or people with whom she shared classes; she was doing everything in her power to have fun and forget about her fight with Damon, while at the same time staying as far away as possible from Tyler and his friends.

Unfortunately Matt had spotted her since they arrived and had been waiting the perfect moment to catch her alone; Elena watched him getting close and started getting up from the log where she had been previously sitting but he was faster than her and stopped her with a hand on her shoulder.

"Hi, can we talk?" He told her softly, not seeming to register the way in which she shook his hand of her shoulder.

"No, we can't" She bit out as she watched him sitting down on the log next to hers.

Matt sighed impatiently "I already told you I had nothing to do with what happened to Damon"

Elena snorted at the same time she rolled her eyes "And I told you I don't believe you"

Matt reached out to her and grabbed her hand "You know Tyler always acts on his own Elena; I promise I had nothing to do"

Elena stared at their joined hands for a second and then shrugged him off her "Get lost, Matt"

He shook his head and stared into her eyes, his own softened in a way Elena hadn't seen in a long time "Let's just talk, for old times' sake, please"

She knew she was supposed to say no but he was looking at her like that young boy had done so long ago when they first met so she agreed to stay and talk with him, not because she still held any kind of romantic feelings for him but because he had been a part of her life more time than he wasn't, and being as alone as she was, Elena needed every single friend she could get.

So, she stayed with him and they talked for what it felt like hours; they reminisced about past adventures and caught up on each other's lives, he swore to her over and over that he didn't have to do anything with what happened to do Damon and that now that some time had passed he was glad to see her happy with him.

Elena had never been a naïve girl but for just a second that night she wanted to believe in people's goodness.

"So, you're telling me that Vicky actually got a scholarship for an acting school in New York?" Her eyes widened like saucers as she drank from the red cup he had handed her minutes earlier "No offense but your sister was stoned the majority of our sophomore year"

Matt chuckled as he sipped from his own cup "None taken, I was surprised as well but it seems like she'll be the star of the family"

Elena smirked as she eyed him knowingly "Oh please, Mr. Football like you don't have half the recruiters after you already"

He shrugged, an indolent half smile on his lips "Maybe a quarter"

Elena laughed as she pushed at his shoulders. "You're such a jerk"

He smiled at her and the light from the bonfire reflected over his face and she felt happy, she couldn't explain it but there was an euphoric feeling growing inside her, contradictorily she could also feel her limbs getting heavy, like she felt some times after practice when her body started shutting down.

"Don't you miss this?" Matt asked as he moved closer and for the first time since they started talking Elena felt suspicious of him.

"Come on Matt don't start" She tried to laugh it off as she pushed at his shoulder but her body didn't seem to coordinate as good as before, she couldn't understand what was happening.

Matt rose his hand and moved her hair from her neck before leaning to whisper in her ear "Why not? I miss us, Lena"

"I don't" She bit out as she tried to move away from him but he wrapped one arm around her waist and pulled her body to his.

"You think Damon will make you happy? He can't understand you, he's not like us" He snarled, the happy and loving boy from a few minutes ago had completely evaporated.

"Thank God" Elena whispered back and saw his face harden even more.

"Don't be silly Elena, you need someone more like you" He traced her lower lip with his finger; she tried to move away but didn't seem to find the strength to do it.

"What are you doing?" She asked an edge of panic in her voice as she watched him lower his face into her neck, she pushed at him but he didn't budge.

His hand gripped her thigh and his touch seemed to burn trough the fabric of her jeans "Come on Lena, you know you miss me too" He placed a kiss on her pulse point and Elena felt adrenaline spike through her body.

She looked around frantically as she tried to move him away from her but she couldn't seem to find anyone, faces were distorting and she started feeling terrified "No, get off me Matt"

"Just be still"

"Don't" She said in a near cry and second later she felt her body being ripped away from his; slender arms going around her waist and pulling her to a lilac smelling body.

"What the hell are you doing?" Caroline shouted at Matt as she held a trembling Elena in her arms "You disgusting pig" She bit out at the blonde boy; a male laugh reached her ears and her head whipped in direction of Tyler who had been watching the whole thing from a tree nearby "What are you laughing at jerk?" She shouted, face turning red from the anger she was feeling.

"Caroline…" Elena whispered and tugged at the blonde's hand so they could go.

"You guys are disgusting!" The blonde shouted again as she watched from one boy to the other "What did you give her?" She demanded Matt while Elena buried her face on her neck and started sobbing quietly.

"It was nothing jeez!" He said with a half-smile and crackled completely when Tyler started laughing as well.

Caroline cursed and turned around to face Tyler completely "Answer me you son of a bitch, you know you don't want me as an enemy" Her eyes bore down on him and the smile was wiped from his face because Tyler just like her, knew that there had been so many shared secrets between them and she could tear his world down with just a snap of his finger.

He shrugged, jaw clenched hard "It was nothing; just let her sleep and she'll be okay"

She gave him a disdainful look before turning around and taking Elena with her "You make me sick!" She shouted as she went away.

The blonde cursed mentally the whole way to her car; an arm around Elena's waist as she attempted to make her walk with her but the brunette seemed to be losing strength with every step so Caroline felt like a blessing when she heard a voice from behind.

"Caroline, do you need help?" A dark haired girl that took Math with them said as she approached them.

"Yes please" The blonde answered as the other girl took Elena from the other arm and between the two of them managed to get in the passenger seat of Caroline's car, the seatbelt secured across her body.

"They are idiots" The girl muttered while watching Elena's unfocused eyes.

"Yes they are" Caroline sighed before closing the door and turning towards the other girl "Thank you Dana. Do you need a ride?"

"No, I came here with boyfriend" Dana gave her a sympathetic smile and started to walk away "Take care of her" She said and waved goodbye before turning around.

Caroline ran her hands through her blonde locks and took a deep breath before rounding the car and getting in the driving side. They drove away from the forest in complete silence, Elena's head was resting against the window and she was so quiet that Caroline thought she had fallen asleep already until she heard her murmuring.

"Caroline… do you think I'm an awful person?"

The blonde frowned and casted a quick glance in direction of her friend; her mascara and eye shadow were a mess and Caroline realized Elena had been crying in silence for the last few minutes "Of course not sweetie, why would you ask that?"

Elena sniffed "It's something Matt said about us being the same"

Caroline's jaw clenched at the mention of Elena's ex-boyfriend "Don't listen to that asshole, you are nothing like him"

"We were awful to Damon… and he loves me" She hiccupped, her whole body was shaking and the tears didn't stop coming "And to Dana too and she helped us, why am I like that Caroline, I want to be better"

Caroline glanced nervously in her direction once again and reached her hand to hold her friend's "Okay, just calm down Len"

Elena looked frantically around the car, her body was quivering and the blonde girl was starting to get really scared of her having an emotional breakdown or something of that sort "Can you take me to the dinner? I want tater tots with ranch dressing, like Damon's mom does"

Caroline nodded as if Elena's request made completely sense "Yes, we'll go there"

They remained in silence for a couple more of minutes, the dark streets and the shinning moon in the sky the only companion for the girls. Elena's hand remained securely wrapped around Caroline's and her head was laded slightly to the side, staring into the vastness of the road.

"You think my dad doesn't like me because I'm a horrible person?" Elena asked after a while, her voice sounded lonely and small in the quiet vehicle.

"Jesus, of course not darling" Caroline said softly and felt her own eyes filling with tears when a broken sob tore out of her friend's body.

"I don't want to be this person anymore Caroline, I hate this person"

The blonde girl bit her lip to stop herself from crying and just squeezed Elena's hand more tightly "Just calm down, Len"

She was able to keep her in a semi relaxed state for the rest of the ride though the tears never stopped coming; once they reached the dinner they realized it was better if Elena remained inside the car so Caroline locked the doors and headed inside to order the food as fast as she could.

She requested her order with the waitress and waited impatiently next to the counter; her black boots tapping against the linoleum floor as she casted her eyes around to almost empty dinner.

"Caroline?" A voice behind her whispered and she closed her eyes at the same time she cursed her terrible timing and bad luck. She took a deep breath and plastered a bright smile on her face before turning around and greeting the boys behind her "Hey, what a surprise"

Stefan Salvatore was standing next to his brother and his eyes lit up the minute the other's girl's blue eyes met his "What are you doing here so late?" He asked her and watched in wonder how she squirmed under his gaze, she had never been nervous with him before.

"Just coming back from a party" She said trying to appear nonchalant.

Damon who up to this point had been a silent by stander raised a brow in the blonde's direction "Alone?"

"Yes"

Damon stared at Caroline daringly for a couple of seconds and the blonde didn't back down, Stefan sensing the thick tension in the air tried to intervene "Hey, I wanted to see if you want to go to the gallery tomorrow, there's an expo on the Medici's and I thought you might like it"

Caroline smiled kindly, seeming genuinely pleased at his request "Yes of course" She told him before her eyes darted nervously to the blonde waitress carrying her order.

"Are you sure you're okay?" Stefan asked

"Yes" Caroline answered as she dashed towards the waitress and handed her the money for her order.

The other woman seemed surprised by the young girl sudden outburst and frowned as she handed the package to her "Here you go, a buffalo burger and tater tots with extra ranch"

"Thank you" Caroline blurted out before heading towards the door not before hearing Damon muttering behind her.

"Yeah, of course you are alone"

Caroline watched in horror as Damon moved faster than hers and reached the door before she could "Damon wait…"

He stepped outside and his eyes instinctively moved towards Caroline's car where Elena was crying "What happened to her?" His voice was thick with worry as he moved towards the vehicle.

"Matt put something in her drink"

"What?" Damon stopped in his tracks and turned around to stare at the blonde; fire burning in his eyes, his face seemed carved in stone and for a minute she even felt herself being afraid of him "Did he harm her?" He asked in barely contained rage.

Caroline shook her head frantically "God no, I was there in time"

"What he gave her?" Stefan asked as Damon continued his path towards the car with them trailing behind.

"I don't know but it has upset her, it will only put her to sleep, it's nothing too bad" She said remembering what Tyler had told her before she left.

Damon opened the passenger door after Caroline unlocked it and stuck half of his body inside "Hey, little lady, are you okay?" He whispered to Elena as he cradled her face between his hands

She sobbed before throwing her arms around his neck "I'm so sorry Damon, I'm sorry" He wrapped her in his arms and pulled her outside the car, her slim body cradled against his chest as he whispered sweet nothings into her ear.

"What it was that he gave her?" Stefan asked as Damon started walking towards his own car.

Caroline shrugged as they started following Damon "Don't know but he said he just needed to sleep it off" The blue eyes of the girl filled with tears once more as she watched Elena clinging to Damon.

"And you believed him?" Damon asked as Stefan opened the door of the Camaro's back seat.

Caroline clenched her jaw as she thought back to Tyler and how quickly the smug smile disappeared from his face when she threatened him; Caroline knew him way too much and for that single reason she knew he hadn't been lying "In this, I do. He wouldn't dare lie to me when he knows what I can do to him"

Damon stood by the open door and stared at Caroline "Stefan can bring you your car later. Ride with us right now, please"

Caroline nodded before getting inside the passenger door while Stefan got on the driving side and Damon went in the back with Elena; her body clinging to him in whichever way possible.

"I'm so sorry, Damon" She kept murmuring as he rocked her softly, his lips finding every piece of skin possible; his blood boiled with rage and his body shook with concern for the crying girl in his arms. He wanted to take back the time and go to the day before, he wouldn't fight with her, he would keep her safe in his arms where nothing bad could harm her.

She clung to him the whole way to her house, tears rolling down her face even after the tiredness and the effect of the drug had claimed her body and she slept soundlessly in his arms "its fine Len, everything will be fine, I promise" He kept whispering even after she could no longer hear him.