She opened her eyes, her bleary vision finally clearing and focusing on the white ceiling of her bedroom. She shot up from her bed in a startle. Her eyes darted around the room, taking in her surroundings. What the...? Where was she? She pulled back the covers of her bed and stepped onto the cold wooden floor. She examined her surroundings, taking in the yellow color of her room. She was home, but how? She remembered seeing Stefan, his expression seemed worried, concerned for her safety. Stefan, sweet, kind, and caring Stefan. As she thought of him, she remembered things that had happened when she had been in Mystic Falls in 1864. She remembered being with Stefan, laughing with him, and she remembered his body. She sighed. Feeling her stomach growl and her fangs contract from her gums, Caroline realized she should go hunt for some bunnies first before going to see Stefan. She got dressed and sped out of the house and ran to the woods by the Salvatore boarding house.

Stefan awoke, got up and dressed himself before exiting his room. He descended down the stairs, glancing around the living room.

"Damon?" he called. "Are you here?"

There was no answer. He sighed and decided to go hunt, turning around and racing off into the woods. He waited patiently for the sound of bunnies, only to hear leaves crackling. Curiosity over took him and he walked closer to the sound, being cautious of not to make noise in case this stranger was a threat.

"Oh Thumper, I'm so sorry."

A smile spread across his lips at the sound of her voice. Caroline. He made his steps as silent as possible and walked over to her. Her back was facing him, he reached out about to touch her shoulder. Caroline whirled around and stepped back.

"Oh god." Caroline said, startled. She placed a hand over her chest, trying to calm her racing heart beat. Stefan smiled. "Stefan you scared me."

"Sorry." he spoke, sympathetically.

She smiled softly. "It's okay."

There was silence between them.

"So how did the hunting go?" he asked.

She looked down and fiddled with her hands before looking back up at him. "Um, it was good, I guess."

Stefan nodded. Silence filled the air around them, as the two vampires stood there awkwardly.

Stefan suddenly winced in pain, as he clutched his head and groaned in pain. Images of him and Caroline laughing and kissing flashed before him. Images of them dancing and then images of Caroline being held back by an invisible force and Stefan distraught and struggling to reach her. He groaned in pain again and fell to his knees.

Caroline rushed to his side. "Stefan?"

He groaned again.

"Oh, Stefan." her voice was filled with worry and fear. "Shh." she stroked his head, trying to sooth his pain. She pulled his head to her chest, running her hands through his hair. "It's okay, shh. Shh calm down, shh." she soothed as she kissed his head. "Shh, what's wrong?" She asked, still stroking his head.

He groaned. "It's...my head." he paused and winced. "It hurts."

Caroline nodded. "Okay, okay." she said, as rubbed his head. "Just...just breathe okay."

He winced. "Ugh, it hurts Caroline." he cried out in pain.

"I know, I know." she soothed, stroking his face. "But just try to get through it. Okay?"

He groaned again and clutched his head, as more images flooded his mind. He growled as he felt his teeth extracting from his gums.

"Shh, Stefan I don't know what to do!" she cried out, fear in her voice. "I don't know how to help you!"

"Ahh." He screamed as the pain increased.

"Stefan," Caroline cried as tears filled her eyes at how helpless she felt. "I-I don't know what to do. I-I don't know how to help you."

"Care-"

He then went silent. Caroline looked down at him, her tears fell faster as more sobs escaped her mouth at the sight. His eyes were closed and it didn't look like he was breathing.

"Stefan?" Caroline sobbed. She gently shook him, getting no response. "Oh god, not again. Please don't die on me again. I couldn't take it last time, I won't be able to take it this time either."

She was silent for a few moments.

"Stefan?" she questioned. "Please, please, wake up please. Open your eyes! Be like that Snow Patrol song, and tell me that you'll open your eyes!"

She saw the corners of his mouth curve up into a smirk, and a low chuckle erupted from him.

"Oh thank god." she let out a sigh of relief and watched as he pulled away from her.

"Snow Patrol? Really?"

"Hey they're a good band alright. They have some pretty good hits! And that's not even the point! Don't you ever do that to me again!" she scolded as she playfully smacked his arm. "You scared me half to death."

Stefan grinned. "I'm sorry. I didn't mean to scare you." he placed his hand on her cheek and softly caressed it.

Caroline gripped his wrist and held on, she caressed his rough hand with her thumb. "Are you okay though?" she asked worriedly.

He nodded. "Yeah, I'm okay now."

Caroline nodded and they stared at each other, their faces moving toward each other self consciously. Their lips inches apart, suddenly Stefan's phone rang, causing Caroline to jump back. Stefan turned and grabbed his phone answering it.

"Hello?"

"Stefan? It's Elena."

Stefan glanced at Caroline. "Elena, hey."

Caroline raised her eyebrows.

"Hi, I'm at the boarding house. Where are you?"

"Oh right, I completely forgot. I'm so sorry. I went for a hunt and ran into Caroline."

"Caroline? Oh." He detected the jealousy in her voice.

"We'll be back soon."

"Oh well I guess I'll just stay here with Damon."

Stefan nodded. "Yeah, we're on our way. See you in a few."

"Okay, bye." Her voice sounding annoyed as she hung up the phone.

Stefan took the phone away from his ear, brows furrowed and a puzzled expression graced his features as he looked at it.

"Why did Elena phone you?"

Caroline's voice brought Stefan back to reality.

"Oh, I was supposed to meet her at the boarding house awhile ago. I completely forgot."

"Oh well I won't keep you waiting any longer."

Stefan chuckled.

"Why have you been laughing at me so often lately?" she asked, with a smile on her lips.

"You just..." he trailed off."Just the things you say, they're-they're humorous."

"Well, I'll take that as a compliment."

Stefan nodded. "Come on, let's go." he turned and started walking away. Caroline hesitated before following him. She came to his side and smiled at him.

"I'll race you."

"Okay, on three. One...two...-"

"Three!" Caroline shrieked as she bolted off in the direction of the Salvatore boarding house.

They both ran as fast as they could, getting a sense of déjà vu. Once they reached the driveway of the boarding house, Caroline glanced over at Stefan who was right beside her. She smiled and then pushed harder. Stefan chuckled and decided there that he was going to let her win. She was so determined that he would feel bad for taking the satisfaction of winning away from her. They reached the boarding house steps, a little out of breath. Caroline made it to the porch first and a satisfied smile came on her lips.

"I won." she boasted.

"Oh yeah, you did."

"What's that supposed to mean?" Caroline gasped. "You let me win!"

Stefan shook his head.

"Yes you did! Stefan Salvatore, don't lie to me!"

"I'm not." Stefan said as he moved closer to her.

"Yes you are!"

He shook his head one more time before advancing on her and tickled her stomach. Caroline shrieked and burst out laughing.

"Stefan!" she laughed. "Stop! Stefan, stop!"

He continued tickling her; he wrapped his arms around her waist, her back against his chest. He picked her up and tickled her more, Caroline shrieked in laughter. Damon and Elena came out, obviously hearing the commotion outside. Caroline's laughter died down as she noticed Elena, Stefan placed her back down once he noticed his girlfriend's distraught face.

"What's going on?" Elena asked, agitated.

"We were just-"

"Caroline, come inside I think I need to talk with you."

Caroline looked at Damon, confused. "Okay." she said hesitantly.

She followed Damon inside, glancing back at Stefan and giving him a smile. He smiled back before she vanished inside the house.

"What the hell Stefan?"

He looked at her, his brows furrowed in confusion. "What?"

"What's going on with you and Caroline?"

He still had a look of confusion on his face. "Nothing is going on with Caroline and me."

"Well then what was that?"

"What was what?"

"What I just saw. How could you say nothing's going on between you two, when I just saw what you were like with her?"

"I don't understand why you're getting so upset. Caroline and I are just friends."

"I'm upset because friends don't act like that with each other."

"Elena, Caroline and I are just friends. I don't understand why you're getting so jealous."

"I'm not jealous!" Elena yelled.

"Really? Because you are acting like a child."

"Stefan, I-I just..." she trailed off."We never fight. This isn't good for us, I want-"

"What, you want what Elena?" his voice growing harsh. "What do you think is best for us because jealous you I don't like."

….

"What did you want to talk about Damon?" Caroline asked.

He walked up to her. "Do you remember?"

"What?" she asked. Confused as what he was talking about.

"Everything that happened. You going back in time? Do you remember any of it?"

Caroline nodded. "Yeah, I remember all of it. Why?"

"Do you know how much it hurt Stefan after you left? He went through 14.7 decades without you, and it killed him every day. When he became a vampire he went into a killing spree after you left. He killed so many innocent people, he even killed our father."

Caroline cast her gaze down at the floor, a small smile on her lips for how concerned Damon was about his brother.

"I know, and I feel terrible. I didn't know that I would hurt him so much. And it's not like I knew he would go into that killing spree and become a monster! What am I supposed to do now? It's not like I can fix it. It's not like I can fix him!"

"This is what you do Caroline. You go out there and tell him that you still love him, because I know that he still loves you. You being with him will fix everything." He paused and looked at her. "So," he continued. "You go out there," he pointed towards the door, "and you confess everything that you feel for him, alright?"

"Damon, I can't do anything now. He's with Elena!"

…..

"I-I don't know Stefan!" she gave him an angered look. "I think we should take a break."

"So we're breaking up?"

"Yes. We are." She said matter-of-factly. Her voice seemed so emotionless.

Stefan nodded. "Alright, goodbye Elena." he walked past her and into his house, slamming the door behind him.

He walked into the living room, to see Caroline sitting on the couch and Damon nowhere to be seen.

"Where's Damon?"

Caroline shrugged not looking at him. "He said he had to be somewhere and left." her gaze moved up to his face and she stood to her feet, concern etched onto her features. "Are you okay? What happened?" Caroline asked as she placed her hand comfortingly on his shoulder.

"Elena and I broke up."

"Oh." Caroline said sympathetically. She pulled Stefan down towards her and wrapped her arms around him. "It's okay. You'll get through this; I'll be here to help you through it."

Stefan nodded in appreciation and tightened his grip around her. "Thank you, Care."

She played with his hair. "You're welcome Stefan." she spoke softly.

They pulled apart and Caroline moved to go sit on the couch, Stefan followed her.

"Stefan, are you okay here? Is it okay if I go? We can meet up later."

Stefan stroked her hand, and nodded. "Yeah, sure."

She looked at him unconvinced. "Are you sure?"

"Caroline, I'll be fine."

Caroline nodded. "Okay."She reached over and hugged him. "If you need anything, just come over."

He nodded. "I will."

Caroline pulled away and smiled at him. "Okay." she smiled and waved at him. "Bye Stefan."

He smiled at her. "Bye Care."

She sped off to her house. Stefan closed his eyes and dozed off on the couch.

Caroline was lying under him, he leaned down and kissed her neck, moving up to kiss her jaw and then her lips.

"Stefan..." she moaned, as she ran her hands over his bare back.

She kissed him passionately, moving her hands to his hair.

"Caroline..." he groaned.

Caroline let out a pleasurable sigh.

He shot up from the couch panting, a light sweat covered him. He glanced around the room, it was dark outside. His eyes went to the clock above the fireplace. Quarter after two in the morning. He got up and walked toward the bathroom, he'd have a quick shower before going to go see Caroline. He turned the water on and removed his clothes, before stepping into the shower. He ran his hands through his wet hair. Once he was finished his shower he quickly got dressed. He walked down the stairs and passed a mirror; he gave himself a look of approval and raced off to Caroline's house. He sat perched at her window, watching her. She paced around her room. A feeling of concern came over Stefan he wanted to know what was bothering her. He tapped on her window, causing Caroline to jump.

"Care, can you let me in?"

Caroline nodded and moved toward the window. She unlocked it and pulled it open. Stefan climbed through the window frame and walked toward her.

"Why are you still up?" He asked, concerned.

"I couldn't sleep."

He nodded. A comfortable silence fell between the two.

"I need to talk to you about-"

"Stefan," Caroline interrupted. "If this is about you and Elena breaking up, and her somehow thinking that I was being inappropriate with you. I'm sorry, but I just don't know how to-"

"Caroline." Stefan interjected. "It's not about that. I need to talk to you about everything that happened between us, when you were in the past."

Caroline nodded. "Okay, what about it?"

"I-I." he stuttered. "I just want to know if any of it meant anything to you."

Caroline's brows furrowed. She reached out and grabbed his hand, holding it in hers.

"Stefan, of course it meant something to me." her hand reach for his face and she stroked his cheek. "It meant everything to me." she furrowed her brows again. "Did it mean anything to you?"

Stefan nodded and he grabbed her face in his hands, caressing her cheek with his thumb.

"Caroline, it meant everything to me." he smiled. "You meant everything to me." he paused. "You still do." he leaned down and kissed her lips.

A bolt of electricity seemed to pass between the two. They pulled apart and Stefan rested his hand on Caroline's cheek and caressed it with his thumb again. He smiled at her and grabbed he hand, leading her toward the window.

"Come with me."

She nodded and Stefan pulled her closer to him.

"Hold onto me."

Caroline obeyed and wrapped her arms around him. Stefan stepped onto the window frame and climbed onto the roof. He moved toward the edge of the roof and he felt Caroline's grip tighten around him.

"Stefan!" she said, frantic. Worry in her voice.

Stefan held her tighter. "It's okay, I got you."

He jumped off of the roof, Caroline's grip tightened again.

"It's okay, you trust me don't you?"

Caroline nodded against his chest. "Of course." she mumbled.

"Okay." he kissed the top of her head. "Do you want me to let you down?"

She shook her head. "No, I'll just move to your back." with that she crawled around him and wrapped her arms around his shoulders as she got comfortable on his back. "Where are we going?"

Stefan turned his head toward her, a smirk on his lips. "It's a surprise! You'll see."

Stefan started to run, everything went into a blur. Caroline had no idea where they were or where they were going. Stefan came to a halt and helped Caroline get down. She looked around, the lake? Why were they at the lake?

"Why are we here Stefan?"

He looked out onto the water, sighing at the view. The moon cast a glow to everything its light touched, emitting a soft light to the water, and casting shadows as it shown through the tree branches.

"I stood in this very spot one hundred, forty-seven years ago." he glanced at Caroline and noticed how intrigued she was. "And in this spot I realized how much I loved you. And I told myself. 'This girl, she makes everything seem brighter. She makes you smile, she makes you laugh. Caroline is warm, she's kind, and she's caring, and she's selfless. And she is the only one for you. She's the girl of your dreams, the girl that you want to have a future with, the girl that you love.' And with everything that happened, as the decades went on without you, I seemed to forget. As I started my relationship with Elena I forgot what I had told myself. I forgot what you meant to me. I forgot that you were the only girl I would ever care for, the only girl I would ever love." he walked towards her and cupped her cheek in one of his hands. He caressed it with his thumb. "And I do, I love you Caroline. I've loved you from the moment you woke up in that bed, scared and disoriented. I'm sorry that it took me so long to remember what I told myself."

Caroline smiled up at him. "Stefan, you know I love you. I've loved you since you turned me down when you came back into town." her smile faltered at the memory. "I have loved you since I went back in time and woke up to you sitting there, concerned for a complete stranger. But that's just the person you are, you care for others and protect them. And that's what I love most about you." she smiled up at him again. "You, Stefan Salvatore, are my hero." she moved her face closer to his and pressed her lips against his.

Caroline never really had the best of luck when it came to men. She was always their second pick. But this time, with Stefan she knew that she was his first. He met her before Elena even existed, and before Katherine. She finally came before Elena, and she was perfectly fine with that. Stefan was the kind of guy that she dreamed of being with. And now they could spend eternity together, just the two of them. Forever.