This chapter did not come easily for some reason. I've had parts of it written for weeks, but tying it together was just extremely difficult for some reason. I'll admit that I have a difficult time writing Elena. I no longer understand her character to the point that I have no idea what her thoughts and motives might be. But I feel like I did the best I could based on what we now know she'll be like in season 6. Anyway, the point of this story has always been Stefan and Caroline and I'm just trying to stay true to them and I hope I have. Here's hoping that the next chapter will come fast and easy (that's what she said!). :P

I fought the urge to wrinkle up my nose at the state of the room we walked into. There was a window unit air conditioner but it wasn't running even though it was hot enough out to make a vampire sweat. The smell of dust, blood and tequila had soaked into the hideous curtains, filthy bedspread and the clothes that littered the grungy carpet. I could faintly make out the scent of Elena's mom's perfume in there somewhere amidst the overpowering scent of cheap motel room. Stefan and I perched ourselves on the edge of two chairs.

"You didn't have to straighten up for us," I chuckled nervously, trying to break the tension.

Elena shrugged without looking at me and disappeared out of the room. Stefan's lip threatened to turn up into a smile, but he wrangled it. Elena was back in a moment with two bags of blood that we didn't ask for, but gratefully accepted. We drank them in silence. I couldn't remember being so truly uncomfortable in a long time. I'd been with Stefan. Even when we were awkward, we weren't.

Finally, Elena spoke, "I got you guys a couple of rooms here too. I know it's not what you're used to," she paused and shot me a look, "But no one is looking for us here."

"Is anyone looking for us anywhere?" I asked glancing toward Stefan, confused and irritated by her judgy look.

"I always assume someone is looking for me, Caroline," Elena snapped, "Probably because for the past four years, someone has constantly been trying to find me and kill me, or drain me or use me in some evil spell or something."

My mouth was hanging open after her little rant. Stefan reached over and patted my knee with a sympathetic look on his face. Elena's eyes followed his hand to and from my leg and, if possible, she looked back to me even more hatefully than before.

"Anyway," Stefan finally spoke, "What are we doing here? What's the plan?"

Elena put her hands on her slim hips and began to pace the room.

"Well," she said, simultaneously sounding exhausted and pumped up, "I don't exactly have one. But I have a few ideas..."

Stefan and I arched our eyebrows at her in unison.

"That's why I needed you," she was talking to Stefan and I fumed at being excluded, "I figured since we have common interests we could put our heads together and come up with something. I mean, we've done more impossible things than this."

"But you said.." I began.

"I know what I said, Caroline!" she snapped again.

And before I could stop myself, I had her pinned against the motel wall with my hand around her neck.

"What the hell is your problem?!" I screeched at her, tightening my hold on her throat when she smirked at me.

"Seems like you're the one with the problem," she croaked out, slipping from my grasp, but only because I let her.

Stefan hung his head in his hands, obviously questioning his judgment about coming here.

"I'm going to my room," I said, as calmly as possible, holding out my hand for a key. Elena shoved it into my palm and I spun on my heels, slamming the door behind me.

I slammed the door to my room too and collapsed onto the likely disgusting bed. God, this sucked. I should still be on a beach somewhere right now. I could hear Stefan and Elena trying to whisper about me back in her room. I could hear them, of course, but I tried not to. It had been a long time since I'd felt like such an outsider. But the last time I had, it had been Stefan and Elena making me feel that way.

I covered my face with a pillow before realizing it was a gross motel pillow, and tossed it aside in disgust. Clips of their conversation made their way to my ears. "Stressed" "afraid" "doubtful" among them. So now believing that people can't be raised from the dead makes ME the crazy one? I guess, considering our lives, that somehow made sense. But the fact of the matter was this...Bonnie was dead. The otherside gone. Hoping otherwise seemed like a waste of time.

The door opened to my room and Stefan let himself in. I sat up as he walked in. He sat down next to me and let out a heavy sigh...then gave me a reassuring smile.

"Well..." he huffed, "If it makes you feel any better, I DEFINITELY wish I was still on the beach right now."

I released the breath I'd been holding and smiled.

"What's wrong with her?" I whispered.

Stefan shook his head and shrugged, obviously uncomfortable with talking about Elena when she could easily hear us.

"We can still make it Bonnaroo..." I said playfully, nudging his shoulder with my own.

He smiled weakly and returned the flirty gesture. Then there was the tension. And I was staring into eyes. Staring at lips. Then his cool lips were pressing against mine. And he was pushing me gently back onto the bed and stretching his long, lean body on top of me. All of this without so much as a breath, until Stefan found a sensitive spot on my neck with his tongue and I let a moan slip out. I suddenly sat up. Reminded of what we were doing, where we were and who we were with.

"We can't." I said, defeated. I dropped my head into my hands for a second before looking back up.

Stefan pouted, but then smiled sweetly and nodded.

"I'm going to go shower," he said, climbing off the bed and heading for the door.

I barely resisted the urge to follow him.

I was surprised when Elena suggested dinner. She looked like she hadn't left her room in weeks. So when she came out in a little black dress and heels, I was more than a little shocked. I watched Stefan take her in as we met in front of the restaurant. They looked beautiful standing next to one another. I had always thought so. Epic love, I had called it. Although the past year or so had changed my mind about that. As I had gotten closer to Stefan, I had drifted from Elena. And while I had always thought that Stefan was the best thing to happen to Elena, I realized that Elena might have been one of the worst things to happen to Stefan.

They seemed to remember I was there at the same time, looking up at me in unison. I smiled weakly, but Stefan was watching my eyes instead of my mouth. Couldn't fool him. Elena led us into the restaurant. Stefan's hand at the small of my back reminded me that we were together in this. I wasn't an outsider. I would keep telling myself that.

Dinner was tense. We all picked at our food while throwing back drinks. Turns out Elena had a few ideas up her sleeve. Had some contact with a few witches. How she was getting them to help her, I'm not sure I wanted to know. Elena's morals, as of late, were getting more and more questionable.

We finished up and shuffled out to the sidewalk. Elena's eyes I watched Stefan watch Elena walk away back toward the motel. He looked back to me when he realized what he'd been doing. I looked away and rolled my eyes, before taking his outstretched hand. I thawed a bit as we walked. The warm night breeze reminding me of our time together at the beach. Our perfect nights. Walking, talking.

"Are you thinking about the beach?" he asked, reading my mind. He smiled at me with those cute crinkles around his eyes that lit up his whole face.

I smiled back and nodded, "Yeah...this breeze...it feels like we're still there."

"I wish we still were," he said, lifting my hand to his face and brushing his lips across my knuckles.

When we reached the door to my room, he pulled me into a hug...staring at my lips but not moving forward since I'd told him that we shouldn't. What was I thinking?

"I guess I'll go check on Elena and go to bed," he said, releasing me and stepping back, "Goodnight."

I was hurt that he was going to see her before bed. I wouldn't lie. And I was hurt that he hadn't asked to stay with me. Everything was Elena. Again.

"Tell the little princess I said goodnight," slipped from between my lips before I could stop it. I spun on my heels and unlocked my door. I could hear Stefan's footsteps behind me.

"What's your problem, Caroline?!" Stefan yelled as he followed me into my cool room and slammed the door behind him.

"Nothing!" I all but screamed, stepping out of my shoes and tossing my purse hard into the chair in the corner.

He choked out a laugh. "Nothing?" He put his hands on his hips. "It doesn't seem like 'nothing', Caroline. You've been miserable since we got here. I know Elena is being a little cold and hard to deal with, but after all she's been through..."

"Oh please!," I interrupted, rolling my eyes, "And what about what WE'VE been through, Stefan?! What I've been through?! It's always Elena with you. With everyone! I'm sick of it, Stefan!" I wasn't exactly sure what I was saying to him. Or maybe I knew exactly what I was saying and had been wanting to say it for a long time.

"Maybe I should go to my room," Stefan said, trying to stay calm, "We can talk more tomorrow when we've had a chance to cool off." He started walking toward the door. And that just made me angrier for some reason.

I yelled after him, "Are you sure you wouldn't rather just go to Elena's room?" I crossed my arms across my chest, my best Caroline-Forbes look on my face.

Stefan stopped in his tracks, his hand on the doorknob. He was mad.

"Are you kidding me?" he growled, advancing toward me with fire in his normally cool green eyes. "That's what this is about? You're JEALOUS?!"

"Oh, don't flatter yourself!" I spat, my eyes flickering between his eyes and his lips as they got nearer to me.

"Okay, you're not jealous," he said sarcastically, putting his hands against the wall on either side of my head as he backed me up against it. "Maybe I WILL go keep Elena company for the night, then. That was a great idea, Caroline. And so thoughtful. You're such a good friend.." He breathed against my face and licked his lips.

I saw red. Involuntarily, my hand pulled back to slap him. He caught my wrist in his hand and pressed his lips to the warm skin there. His chaotic smile scared and excited me. I couldn't decide which I felt more.

Then his mouth was all over me. His tongue in my mouth, on my neck, his fangs scraping across my cleavage, hands tight on my hips and waist. Then he was on his knees in front of me and flipped up the hem of my dress. He growled as he found that I had skipped underwear tonight.

"Mmmm, interesting...," he whispered, kissing my stomach and thighs. I squeezed my eyes shut at the pleasure. I was lost. This was happening. I wasn't even mad anymore. What was I even mad about before? It didn't matter. Nothing else mattered. He buried his mouth between my legs and I let him devour me. A climax hit me fast and hard and I cried out before I could stop myself. I lifted one hand from Stefan's soft brown hair and slapped it over my mouth. Stefan reached up and pulled my hand back down and I continued to cry out.

He stood and smoothed my dress back down, then kissed me softly and tucked my hair behind my ears.

"I don't want to hear another word about me and Elena, okay?" he said, sternly but not without kindness. He wasn't bossing me, just...reassuring me.

I smiled and nodded. He kissed me again and moved toward the door.

"Goodnight, Caroline," he said softly, letting himself out.

I sighed heavily once I was alone in my room, my breath still trying to go back to normal. That pesky, dangerous L-word was swirling around in my head again. I sat on the edge of the bed with my head in my hands, not knowing whether to laugh or cry.