A/N I DO NOT OWN ANYTHING! I want to thank TwilightElena for helping me write this opening fight scene. Also I know that in a normal fight Klaus would win by default but he isn't a big part of this story so I'm going to just kill him off quickly. DELENA FANS DO NOT READ! WARNING DELENA FANS DO NOT READ!

Lexi looked over to Stefan and sighed softly before looking back to Klaus. It wasn't going to be an easy fight especially since Stefan wasn't as strong as he was a few hours ago and his body wasn't one hundred percent back to normal. She barely had time to blink and Klaus was on Stefan with a stake to his chest. Lexi sped and tackled him off before he had a chance to stab him.

"Thanks…" Stefan mumbled. He missed his speed when he was on human blood.

"Yes. Thank you for running my fun." Klaus teased her as he now circled her. "Why don't you join me instead. Together we could be great. You could be my queen."

"I'll pass." She told him flatly.

Klaus growled and rushed to her to and they fought for a few minutes. For Stefan it seemed to go on for hours. He couldn't even see them fighting they were moving so fast. He hated being back to normal, he missed the power. Part of him knew he wouldn't ever see it again. Suddenly Klaus and Lexi appeared in front of him and Lexi seemed to be out of breath.

"Your turn." Klaus pointed to Stefan. "Fight me." He turned to Lexi. "You stay out of this."

Stefan growled and rushed at Klaus and they too began fighting only Stefan wasn't doing as good as Lexi. Stefan was hit a few times by hard punches and there was blood on his lips.

"It isn't so easy without the power is it?" Klaus taunted him with a smile on his face.

"Stop it. I can't go back. I won't."

Lexi had never been so proud of Stefan then in that moment.

"So be it." Klaus sighed. He super sped and had staked Stefan in the chest, inches from his heart. Stefan let out a gut retching scream but so did Klaus.

Lexi had taken the opportunity when his attention was on staking Stefan, she had staked him right back.

Lexi dragged Stefan away from Klaus and swiftly pulled the stake from his chest and gave him a bottle of blood. "You will be okay."

She glanced back to Klaus and grimaced. He looked awful as a dead guy.

Within a few seconds Stefan was back on his feet. "Thanks Lexi."

"Anytime, now let's go get your girl. The poor girl is going insane without you."

"I just hope she's ok." Stefan sighed.

He had a funny feeling when he got home Elena wouldn't be the same as when he first left.

At the Gilbert house, Elena was sitting on her bed writing in her diary.

Dear Diary,

Ever since Jenna died and Stefan left the question has started again, the annoying question of 'Are you ok' and of course I say I am but the truth is…I'm anything but ok. I cry myself to sleep every night and then I wake up because of stupid nightmares. I miss Stefan more than words can say. I'm glad Damon is ok, but he's been acting different…like the old him. The one I used to be scared of. He's been saying a lot of hurtful things lately. He told me the only reason he likes me is because of how much I look like Katherine and that the only thing that's stopping him from quote "making you mine" is that I'm still human. That scares me because he has been making threats to turn me. Even if he does turn me, I don't want to be with him. I love Stefan and no matter what he does or where he goes it will ALWAYS be Stefan. My biggest fear is Damon following through on his threats. John was there to save me last time but now that he and Stefan are both gone there is no one to protect me from Damon. I'm alone and I'm scared. I wish Stefan was here. He'd make everything all better. He always does. What if Damon turns me and Stefan doesn't love me anymore? Then what will I do?

Elena sighed and looked down at what she wrote. She didn't want to be a vampire the last time Damon forced her to drink his blood and she didn't want to be a vampire now. She loved Stefan and would never judge him but the vampire life just wasn't for her. She didn't want to kill to survive, animals or humans, it just wasn't in her nature to kill and truth be told the real reason she didn't want to be a vampire was because she knew if she lived forever….she'd never see her family again, her mom and dad, Jenna and John, her grandparents, her whole family was gone and the only thing that kept her going was knowing when she died she'd see them again. Sometimes she honestly felt like she had nothing else to live for, but then she'd remember Jeremy and she knew she had to keep going everyday because she wasn't going to make him lose another person he cared again.

"Hello Elena." A voice said.

Elena jumped startled by the voice. She saw Damon standing there.

"What are you doing here?" she asked.

"I was invited in." he said smoothly.

"Yeah, it would still be nice if you knocked and rang the doorbell. You can't just enter whenever you feel like it."

"It would be nice but I'm not a nice person so I don't do nice things. Therefore I will not knock or ring the doorbell before I enter your home."

"Damon please just go, I'm not in the mood to deal with you."

"Why, what's wrong missing Stefan?"

"Yeah actually I am. Aren't you?"

"Not at all. Stefan leaving town was the best thing that could have happen. Now I can be with the women I truly love."

"I'm not your true love if you only love me for looks."

"Yeah but you look like my true love and once I change you into a vampire you will be just like Katherine and I can finally be with her."

"I'm nothing like Katherine, we may look alike but our personalities are totally different."

"Once you turn into a vampire, you'll be just like Katherine."

"No, actually I won't be. I will never play two brothers against each other and when I love a man I love only him not him and his brother and any other hot guy I could get my hands on. I am not nor will I ever be Katherine."

"Just you wait Elena, I have big plans for you. We're going to have so much fun together. Now be a good little girl and open your mouth for me."

"Why?"

Elena stepped back hoping to reach the stake she kept in her room before Damon reached her.

"Just do it. I promise I won't hurt you."

"No, Damon just stay away from me."

Growling Damon ran at her and pinned her against the wall by the throat. "Now, open your mouth and take my blood otherwise I will force you too."

Elena kept her mouth shut, yeah she was having trouble breathing but she wouldn't open her mouth just so he could turn her into a vampire.

"Fine, Elena you've left me with no other choice."

Elena froze when she felt Damon's hand sliding up her shirt. She squirmed, knowing he was only doing this to get a reaction out of her, she tried hard not to.

"Still not going to open up I see. Oh well, that's ok. I've got all day. You're skin is so soft and I could do this all day so we're in no hurry."

Elena wanted to respond back but she knew the second she opened her mouth he'd force his blood into her. She felt totally violated and exposed, even though all her clothes were still on.

"All right fine, I really didn't want to do this Elena but you've left me no choice."

Damon moved his hand down her sides to her hips, to her waist to her thighs. Elena knew where he was headed. She couldn't hold it in anymore.

"DAMON N-…." She was cut off when he shoved his wrist into her mouth. He held the back of her head so she couldn't pull away. She tried using her hands to pull his away but it was no use. She could feel the blood rushing down her throat and she knew it was impossible to stop Damon. He finally pulled his wrist out. He smiled sweetly and kissed her forehead. "See you on the other side."

Elena just whimpered she knew what was going to happen now. The next thing she knew her world went black.

Finally Stefan and Lexi arrived at the Gilbert home. They knocked on the door and Jeremy answered

"Hey Stefan you're back."

"Yep, where's Elena is she ok?"

"She's been locked up in her room for a while now. I think she went to sleep. You can come in and check on her. Lexi you can come inside too."

"Thank you."

They both went inside and up to Elena's room. The door was closed so Stefan knocked.

"Elena?"

There was no answer.

"Elena, hey it's Stefan open up."

Suddenly he heard crying. He looked at Lexi worriedly. Slowly he opened the door and peeked his head in. He gasped, he saw Elena on the bed crying.

"What happen?" he asked quickly.

He ran over to Elena quickly pulling her into his arms.

Elena turned to look at him. "Stefan…please don't leave me. I'm scared. Please don't leave me again. Please stay here." she whimpered.

Stefan gasped when he saw her eyes. "It's ok, it's going to be ok. I promise. Everything will be all right." Stefan pressed his lips to her forehead and squeezed his eyes closed. Elena's worst fear was coming true and there was nothing he could do to stop it. He kissed her forehead and pulled back. He didn't once take his eyes off Elena.

"Lexi…" he started.

"What?"

"We may have a problem."

"What, why?"

Lexi went over to the bed and looked at Elena. She gasped. She looked at Elena's eyes. Elena whimpered and buried her face in Stefan's chest. She didn't know why but she felt ashamed at that moment, like she had done something wrong and was getting punished for it. Stefan sighed and rubbed her back. He looked to Lexi.

"Lexi, Elena's in transition…"

A/N what's going to happen now? Can Stefan and Lexi help Elena through her wrost nightmare? Will Elena tell them who changed her? Where did Damon run off to. Find out in the next chapter.