A/N: Thank you all so much for your lovely reviews and comments I appreciate them!

Once more I apologize for the delay. Writer's block coupled with a very hectic past couple of weeks was not very conducive to getting this chapter out. Plus this chapter is super long! So this is where my fic begins to depart from canon. Given that the new season of TVD is about to begin, I want to remind you that I don't intend for my fic to closely resemble season 4, seeing as I've already have a general idea of where my fic is going to go. Also, I want to note that my main focus is Klaus and Caroline, therefore Elena's transition will not be the main focus of my story.

I apologize in advance for any spelling or grammatical errors.

Don't let the length of the chapter discourage you from reviewing. Please continue to leave me your thoughts and comments, I love hearing from you all!


She ran frantically and aimlessly through the woods at human speed. The urge to run came from a desperate desire to distract herself; to feel its calming effect. If she didn't run, she knew her vampire nature may push her to quell her rollercoaster of emotions through more violent means.

Her sobs echoed through the trees while the cool night air pierced her tear stained cheeks like small knives.

She didn't know where she was running to. Certainly not back to her car. She had nowhere to go; nobody to go to. Klaus was dead; Tyler was dead.

She considered locating Stefan, Elena, Matt, or Bonnie, but she didn't want to see them now. Telling them of Tyler's death was enough. They couldn't understand; they wouldn't understand. They would console her about Tyler, but that would only be half of it. She didn't want to hide half of her pain. She no longer had the energy.

Spilling her guts, heart, and tears to her mother wasn't an option either.

The only comfort she had was her home, and even that was threatened by the prospect of the Council coming after her.

It seemed like everywhere she turned in her mind she hit a road block. She was cornered; she felt trapped.

As she moved waywardly through the woods she forced herself to think about what she would do next; how she would tell her mom and Mrs. Lockwood about Tyler "leaving town" without erupting into tears; how she would escape the Council's wrath; where she would go.

Regardless of how much she tried to concentrate, thoughts of Klaus and Tyler's deaths penetrated to the fore of her mind.

She recalled her last exchange with Klaus. Even if he had been there mostly for Elena, he had saved her indirectly by pushing her out of the school. He had scolded her for not escaping Alaric, as if he cared for her; as if the possibility of her death had frightened him. They shared two fleeting kisses, as if to hastily apologize for any and every sour moment between them. She told him to be careful, as if that conveyed how much she cared for him.

Although her final moments with Klaus could have been more severe, she was still filled with regret. Her conversation with Elijah only affirmed the feeling. She would never know what could have been with Klaus. She would never get the chance to tell him how he made her feel. If she survived, she would live for eternity under the shadow of that fact.

And then there was Tyler. She may have realized that her feelings for him had changed, but his death still upset her. She still cared for him. She had treated him terribly in the last few weeks of their relationship. He had done nothing to deserve it. Now she would never get the chance to give him the honesty he rightfully demanded of her. She would never get to apologize.

She was breathing rapidly as she broke out onto a trail within the confines of the trees.

The darkness had disoriented her; she was unfamiliar with this area in the dark, but she felt like she had been here before. As she propelled down the trail towards the clearing, the feeling became real. She had been here before.

This was the trail Klaus had taken her down when they went horseback riding.

Her entire body tensed at the memory and she seriously considered turning around.

However, she was already in the open field - Klaus's backyard - before she could act.

Lights illuminated the back of his house, and she noted that several lights were on inside as she descended the hill towards it.

Inexplicably, she was drawn to it like a magnet.

She didn't know what she expected to find by returning to his house. Surely, he wouldn't be there waiting for her. Perhaps seeing it one last time - seeing his things - would give her closure.

As she rounded the house to the front, she hesitated. The interior lights suggested someone was there, but who? Should she knock, or just enter?

Disregarding the common courtesy given the circumstances, she entered through the unlocked front door, knocking only slightly as she did so.

The once brightly lit large front foyer was simply lit by the dim wall sconces that decorated its perimeter.

Boxes and crates were scattered about the room; a reminder of Klaus's intention to leave Mystic Falls before he had been desiccated.

Earlier this morning she had been scolding Tyler for bailing on clean-up duty at the high school for helping Klaus pack; how quickly things change, she thought to herself as she walked slowly down one of the hallways.

Now she was mourning both of their deaths.

She could smell fire and feel the presence of another vampire as she rounded the corner into one of the sitting rooms.

Her guard instantly went up as she considered the possibility that Alaric could be the vampire she sensed. Klaus would have scolded her for being so naive.

When she saw Elijah staring absently into the flames contained within the fireplace, her shoulders dropped and she sighed in relief.

He turned slightly to acknowledge her presence; passing her a solemn glance.

The sight of his face instantly triggered a surge of tears.

Although only half-siblings, she could see Klaus's face in the subtle features of Elijah's.

The reminder of Klaus only underscored for her once more that she would never see him again.

She felt the need to contain her emotions in Elijah's presence, but he was the only one knew anything of her deep feelings for Klaus; the only one who wouldn't judge her or use her feelings against her. She felt no guilt or shame here with him; she felt safe.

With that, she unleashed her tears and relieved the painful throb in her throat.

She shook when Elijah bolted towards her from across the room.

He stopped in front of her, but she avoided eye contact.

She knew that looking at him further would only trudge up more painful emotions.

"I'm sorry," he said.

Before he could even finish his sympathetic remark she collapsed against him from emotional and physical exhaustion.

She whimpered into the lapel of his suit jacket as her tears soaked into the material.

As she hoped, he did not reject her.

He brought her into a consoling embrace.

This was the brother of Klaus; he had been a dangerous foe in his own right according to her friends; but this softer side was all she personally knew of him. His response did not seem strange to her.

"I heard about Tyler," he commented.

His mention of Tyler only provoked her to cry harder; the memory of their last moment together; her betrayal; the guilt; all of it still fresh in her mind.

She clenched the edges of his jacket as she rested her head against his chest. He hugged her protectively as he attempted to stroke her knotted hair in a way that might be comforting. His efforts briefly amused her before reality snatched her focus back.

They stood there for a few moments as she concentrated on regaining her bearings.

"You were right," she said finally, knowing this was the only way she could hope to attain even a small amount of peace of mind.

"Right about what?" he asked.

"I love him," she sobbed.

She pulled away from him and rubbed her eyes, numb to the sting that pierced them as she did so.

It was something she never expected to feel; something she never thought she would ever admit to herself let alone someone else. Yet, the words seemed to pour out of her.

The sudden realization hurt.

"And now he's dead. I realized it too late. He'll never know," she winced.

Elijah regarded her thoughtfully.

She admired how calm and reserved he was given the circumstances. She could tell he was hurting, but he seemed to be coming to terms with everything far better than she was.

"Where ever Niklaus is now, he knows," Elijah tried to assure her.

Combing her fingers through her hair, she shook her head.

"Then there's Tyler," she dwelled. "I hurt him. I never got to tell him the truth. I never got to apologize," she cried.

Elijah pulled her forearms down from her face.

"And where ever Tyler is, he knows too," he attempted to reassure her. "If they cared for you at all - as I suspect they did - I don't think either would want you to punish yourself for things you have no power to change," he said further.

She rubbed her lips together as she struggled to internalize his words.

"I'm sorry," she said. "I shouldn't have come here," she told him truthfully.

"You need not be sorry, Caroline," he urged. "I was just collecting some of Niklaus's things before Rebekah and I depart to meet Kol," he informed her.

"You're leaving?" she confirmed.

He nodded.

"Alaric is still alive. He wants us dead. Surely this is the first place he'll come to look for us. It's not safe here," he concluded.

"Right," she acknowledged, feeling stupid for completely forgetting the threat Alaric posed.

"Once the Council discovers my brother's death, Mystic Falls will no longer be safe for you either..." Elijah reminded her.

She knew as much, but it had been a tiny fact shoved temporarily to the back of her mind for the moment.

Feeling almost apathetic, she shrugged.

It wasn't her personality to feel so depressed and hopeless, but with everything that had happened, the option of letting the Council capture her had crossed her mind.

Elijah looked at her worriedly.

"You aren't thinking of remaining here, are you? Its suicide," he asked her seriously.

She hesitated.

"I have nowhere to go," she said, almost in a whisper.

"Don't be foolish," he chided. "My offer still stands."

She glanced at him confused.

"But Klaus is dead," she said.

"What's your point?" he replied.

"There's no reason for you to protect me," she countered.

He disregarded her reasoning.

"It's what Niklaus would have wanted," he told her.

Her lips widened into a small, but appreciative smile.

"I don't want to inconvenience you," she said apprehensively.

He shook his head and smiled.

"You're not an inconvenience, Caroline," he assured her.

She sighed and reconsidered his offer.

With the Council aware of what she was, she couldn't stay in Mystic Falls; but she didn't know where to go; she didn't want to go alone. Klaus was dead, Tyler was dead; and she wasn't about to ask one of her other friends to give up their lives to leave with her.

"Okay, I'll go with you," she accepted.

She exhaled sharply with her answer as if to release the hesitation and anxiety she was experiencing with such a significant choice.

He smiled faintly.

Before he could reply, or before she could ask him for any details, her phone began to sound inside her jacket pocket.

She gave an apologetic look to Elijah before focusing on her phone.

The caller I.D. told her it was Stefan.

She debated whether or not to answer. Perhaps she should start cutting ties with her old life now? Answering the call could push her to reconsider her decision.

Knowing there was a chance Stefan could have news of any latest developments with respect to Alaric, she opted to answer.

"Hello?" she asked nervously, as if Stefan somehow knew of her most recent choice to leave Mystic Falls and she expected him to confront her.

"Caroline," he replied.

The tone of his voice was depressed and weary.

Something was wrong.

"Stefan, what is it?" she asked, cutting to the chase.

He sighed.

"It's Elena..." he trailed off.

Her eyes widened. She didn't like where this was going.

"What about her?" she panicked, glancing up at Elijah, who seemed to be mirroring her own look of concern.

"She and Matt were in a car accident. They were coming back to Mystic Falls and he drove off of Wickery Bridge. He swerved to miss Rebekah," he explained.

Her hand went to her mouth in shock as she stared directly at Elijah.

"Are they okay?" she asked shakily.

"Rebekah called me just before. She alluded to what she was going to do. I tried to get to them as fast as I could, but the truck was submerged when I got there. Elena was conscious and I went for her, but she told me to save Matt...instead," he described; the emotion evident in his voice. "And I did," he said, almost regretfully.

"Oh my god," she gasped as more tears glazed over her eyes and spilled down her cheeks. "She's gone?" she squeaked, needing the confirmation; needing to know that this was not a part of some terrible nightmare.

"I couldn't save her," Stefan said; his voice cracking.

She cried lightly, but kept her focus on Elijah's reactions.

This couldn't be happening. She couldn't lose someone else. Moreover, she couldn't lose someone else because of her actions. She had called Elijah. Rebekah wouldn't have been near Mystic Falls or Elena had she not made that call.

"When Elena was at the hospital earlier tonight, her injuries were more severe than we thought..." Stefan started. "Meredith gave her..."

- "...vampire blood," she interrupted, sounding both relieved and saddened.

"When she wakes up, she'll be in transition," Stefan confirmed.

"Where are you?" she asked.

"I'm at the hospital with her. Her body was taken to the morgue," he answered.

"I'll be there as soon as I can," she said quickly, ending the call without another word.

She disposed of the phone back into her pocket and narrowed her eyes at Elijah.

"What happened?" he asked.

She scoffed at him.

"Don't pretend like you don't know," she hissed angrily.

His dumbfounded look persisted.

"Elena's in transition..." she told him.

He appeared shocked by the news.

"H-how can that be?" he stuttered.

She rolled her eyes.

"Dr. Fell gave her some vampire blood earlier tonight when she went to the hospital from her head injury at Klaus's. When Matt was driving her back to Mystic Falls he swerved off of Wickery Bridge to miss your sister," she emphasized. "Stefan could only save Matt; Elena told him to," she explained sternly.

He shook his head as if he was as stunned as she was.

"I guess that solves your Alaric problem," she said scornfully. "I knew I made a mistake calling you," she scolded herself. "I should never have trusted you. This is my fault," she sighed.

"I knew nothing of my sister's plan," he said calmly.

She snorted in disbelief.

"Seriously? It makes perfect sense. If you kill Elena, you kill Alaric; your final remaining threat," she spelled it out for him.

"I can assure you Caroline that I knew nothing. Rebekah told me she was going to say goodbye to Matt..." he corrected her. "I give you my word," he underscored.

Perhaps he was telling the truth, but she couldn't ignore the lingering doubt she felt.

He stepped towards her, as if moving closer would emphasize his sincerity.

She stepped back and shook her head.

"I don't know what to believe anymore," she admitted, pausing for a moment to determine her next step. "But I do know that Elena needs me. I can't leave her now."

He frowned.

"I know Elena means a great deal to you, but I beg you to reconsider. It's too dangerous here for you," he warned.

Her brows furrowed at him and she scoffed again.

"Do you really expect me to pack up and leave with you and your sister now? Your sister – the crazy bitch who just killed my best friend?" she retorted. "God, I don't even know what I was thinking when I said I'd leave with you in the first place," she laughed mockingly to herself as she raked her fingers through her hair once more.

"No. I only ask that you reconsider your choice to stay in Mystic Falls," he answered.

"I have to go. Elena is in transition because of your sister, and the only reason your sister is here is because I called you! Elena is transitioning because of me," she said guiltily, turning back for the foyer.

- "Wait," Elijah urged her.

Despite her fuming anger, she went against her intuition and stopped.

"Do not blame yourself for my sister's lapse in judgement," he consoled her. "Elena's unfortunate death was not your fault. I can assure you that I will deal with Rebekah."

"Good. Because if you don't, I can assure you that my friends and I will," she stated confidently as she crossed her arms.

"I know," he acknowledged.

She stood there expectantly, waiting for him to say something significant that deserved more of her attention.

Knowing she was unsatisfied with his efforts to make peace and mediate the situation, he continued.

"Listen, I know you're upset right now, Caroline. And I know there's nothing more I can say to convince you of my honest intentions, or to convince you to leave your home and your friends, but before you go to Elena, I think you should have this," he told her, stepping towards her.

She turned around to face him and noticed the sparkling bracelet dangling from his fingers. It was the bracelet Klaus gave her as a birthday gift. She had given it back after confronting him about his treatment of others. Although she had criticized his aversion to connecting with others; they had connected that night. She felt it instantly despite her attempts to ignore it.

Elijah placed the piece of jewellery in her hands and she accepted it.

"I found it in Niklaus's bureau. I noticed you wearing it the evening of the party my family threw here..." he recollected, finishing abruptly as if waiting for her to explain how it ended up back in Klaus's possession.

She gave a small smile as she fingered the jewellery.

"He gave it to me for my birthday. I returned it after I insulted him. I accused him of bribing and manipulating people into liking him," she reminisced.

Elijah chuckled.

"You're brave. Not many have stood up to my brother and lived to tell the tale," he mused.

She suppressed a smirk for an overbearing frown. More than his sister's words had, Elijah's had unnerved her.

Clasping the bracelet in her hand, she tucked it inside the pocket of her jacket.

"Thank you," she murmured.

He nodded.

She said nothing more to him. She had nothing more to say. Rebekah's latest actions had left her feeling conflicted about Klaus's siblings. Deep down she felt she could trust Elijah's word; that he had nothing to do with Elena's death, but she could no longer be sure. Regardless, she knew she couldn't leave with them or on her own, no matter how dangerous staying here could be. She needed to see Elena.

Once at the hospital, she parked illegally in a 'no stopping' zone. She compelled the parking attendant to make an exception for her. She didn't like compelling people, but admittedly it came in handy when she needed to bend the rules. It was as good a time as any to use her compulsion ability.

She pushed through the zoo like atmosphere of the emergency wing and darted towards the morgue in the basement, stopping only to compel a few security guards and other staff.

Bursting through the doors of the morgue, she encountered Stefan and Damon sitting in almost complete darkness, keeping vigil over Elena's wet and seemingly lifeless body.

Her hand instinctively covered her lips in shock and her dry eyes were made wet once more. Although she knew her best friend would have a second opportunity for a semblance of life – like she had – it was disturbing to see Elena like this. In a way, she really was dead. She did die in that car accident. Elijah had told her not to feel guilty for what happened, but with Elena's body in front of her, she couldn't help but wonder what might have happened had she not called him.

What selfishly worried her more was the chance that when Elena awoke, she would decide against completing the transition like her father had. Ultimately it would be Elena's choice, but deep down she hoped her friend would follow through. She couldn't bear to lose someone else. She had lost enough tonight.

"Hi," she whispered to both brothers as she stepped closer to Elena.

They both acknowledged her with regretful and mournful glances.

She could sense the tension between both of the Salvatores. She knew it had to do with Elena lying before them. No doubt, Damon was enraged that Stefan had opted to save Matt at Elena's request. She couldn't hold Stefan's choice against him. Elena had told him to make it. He honoured that. She had to respect that.

"Has she woken up yet?" she asked.

"She's been in and out. We haven't been able to tell her yet what happened," Stefan informed her.

Damon scowled and stood up, moving towards the opposite wall of the room.

She looked back down at Elena, shedding a few more tears at the prospect of Elena finding out.

"You didn't have to come. You've already been through a lot tonight," Stefan acknowledged.

"Yeah, sorry to hear about your hybrid," Damon said, almost sarcastically. "Or should I say hybrids," he snickered, referring jokingly to Klaus.

"I wanted to come. Elena is my best friend. She needs all of us," she explained to them.

Stefan nodded.

"I guess the only bright side to this whole mess is that Klaus is dead and psycho-Alaric isn't on the loose anymore," Damon chimed in.

That was the bright side, for all of them. Not for her.

"So what's the plan?" she asked, distracting herself from the urge to leap to Klaus's defence.

"We were going to stay here until Elena woke up so we could explain to her what happened, but given her in-and-out state, Damon and I are going to take her home. It will be good for her if she wakes up in her own bed. She needs to be as close to her humanity as possible," Stefan decided.

Damon snorted.

"It's not going to change the fact that she's either going to die or become a vampire," he grumbled.

Feeling as though Damon and Stefan were on the verge of a verbal and physical fighting match, she spoke up.

"There's nothing we can do to change things now..." she consoled them. "We'll just have to help Elena deal with that reality."

Damon rolled his eyes and Stefan smiled faintly at her.

"I've been trying to reach Bonnie. I'm hoping she can find a spell that might reverse or prolong the transition phase," Stefan revealed.

The possibility that Elena could be restored to her human self was encouraging, but she knew that Bonnie's knowledge was still limited when it came to witchcraft. Moreover, a spell like that could be dangerous for her.

"We all know Bonnie is going to find nothing," Damon stated pessimistically. "Let's face it, at the end of the day, Elena is either going to have to feed or die."

"You don't know that, brother," Stefan said hopefully.

"I'm a realist," Damon retorted.

She disregarded their quarrel.

"What can I do?" she offered, wanting to be helpful; wanting to distract herself.

"There's not much you can do for Elena until she wakes up," Stefan acknowledged. "But I think seeing you will be good for her. You can relate to what she's going through. You can show her that she'll be okay," he told her.

Although Stefan had simplified how much of a struggle she had been through to get to where she was now, he had a point. Sure, both Damon and Stefan had experienced the same thing, but she had gone through it so recently, and Elena and her were such good friends, that she believed Elena would respond to her more. It would be Elena's choice if she completed the transition into a vampire, but she would do everything she could to convince Elena that being a vampire wasn't the end of the world.

"Matt's upstairs recovering. Meredith said he'd be released tonight. You could take him home," Stefan suggested.

She scolded herself for forgetting about Matt so easily at the sight of Elena. He may have made it out alive, but he had also been through the traumatic experience. Not to mention he had also lost Tyler.

"Oh yes, Matt will be out on the field throwing footballs in no time and clearing tables at the Grill," Damon mused bitterly. "Really...shouldn't Matt be your responsibility, brother? Seeing as how you saved him and all," Damon added.

Stefan and Damon exchanged fiery glances.

"I'll take care of Matt," she assured Stefan, before leaving for Matt's room.

After compelling one of the nurses on duty, she was able to settle Matt's hospital bill and locate his room fairly quickly.

The room was dimly lit by a table lamp and he was sitting on the edge of the bed staring absentmindedly and despondently at the wall across from him.

He was dressed in dry clothes, while his wet ones sat in a pile beside him.

She stepped into the room quietly, but enough that he would hear her enter; she didn't want to startle him.

He turned to look up at her and she could already see the tears and hopelessness in his eyes.

"Care," he whispered, as he stood up.

He seemed relieved to see her.

"Matt," she whimpered shakily as he wrapped his arms around her.

They said nothing at first aside from their suppressed weeping.

"I was just trying to protect her," Matt confessed.

She nodded as he held her tighter.

"I know, Matt," she said. "You have nothing to feel guilty for. It wasn't your fault," she soothed.

"But if we had just stayed at Elena's..." he explained.

She pulled away from him and held his face in her hands. His cheeks were tear-stained like hers.

"Matt, look at me," she ordered, "This was Rebekah's fault, not yours," she finished sternly.

If only she could believe that.

He nodded hesitantly.

Dragging his clothed arm across his face, he wiped the evidence of his emotion away.

"...and Tyler...oh my god," Matt recalled. "I'm so sorry, Care," he said, his emotion returning as she hugged him again. "What the hell..." Matt said angrily over her shoulder.

"All of us...you, me, Elena, Jeremy, Tyler...we did nothing to deserve any of this," he continued as they parted from the hug.

She shook her head in agreement as she dried her eyes for the millionth time that night.

"No, we didn't," she squeaked.

"What are we supposed to do now?" Matt wondered.

She shrugged.

"I don't know. We help Elena through her transition if she chooses to become a vampire. We try to move on if she doesn't," she suggested, knowing it was all easier said than done.

In fact, she was wondering the same thing Matt was, but she tried her best to restore his faith. She didn't like seeing him this depressed.

"Stefan said you were being released tonight. That's good news," she said, trying to be cheerful.

Matt nodded simply, clearly not as thrilled as she was trying to be.

"It should be Elena," he muttered. "I'm surprised they're even letting me leave. I owe them enough money," he added anxiously.

"I kinda handled that already," she confessed.

He knew she was referring to compulsion.

"Thanks," he replied. "You know I'll never be able to repay you," he laughed softly.

It sounded good to hear him laugh, even if it sounded disdainful.

"Well since I don't want you to be alone tonight, you can repay me by staying over at my house," she instructed him.

"Care, I'm fine. I don't need to," he protested.

She frowned.

"Well I'm not fine, and I don't want to be alone tonight," she argued, playing off his guilt, knowing he would give in to her request.

"Okay, I'll stay at your place," he agreed.


"I know you're here," the voice of the Bennett witch echoed throughout the cellar.

He had been hiding in the shadows in case Caroline decided – against his wishes – to return.

Until he could return to his body, it was better she believed Tyler to be dead. Although he suspected it wouldn't take much skill to play the part of his less sophisticated and unappealing hybrid counterpart, he didn't need the distraction. His main focus was getting his body back, then the doppelganger.

Caroline he was still unsure about. Her kiss in the school hallway had restored his confidence; it had completely and foolishly pulled him back in. However, that was before he attempted to drain her friend of all her blood. Surely she would not forget that.

He emerged from the darkness to see Bonnie standing there eyeing him cautiously.

"I must say, you really did that spell brilliantly. I didn't think you had it in you," he admitted.

She had impressed him. He had no input in her last ditch attempt to protect him; he'd been desiccated of course. He had little faith in her ability to successfully enact the spell. However, given that he was still here and alive (just not in his body), she had proven him wrong. She was a young witch, but she had grown strong in such a short time. The Bennett line was a powerful one; he knew it was only a matter of time before she advanced beyond her ancestors.

"I did it to save my friends and my mother, Klaus; not you," she said sternly.

"The spirits won't be happy with you," he warned.

She shrugged nonchalantly.

"The spirits don't get to tell me what to do anymore. I'm done getting pushed around by all of you. I did it because I wanted to," she stated boldly.

Indeed, she was growing stronger already.

"A rebellious witch you are," he mused as he circled her. "Honestly, I could care less what provoked you to save little ol' me; my main concern at this present time is getting my body back," he spoke threateningly, even though he knew he really had no leverage over her.

"It's being handled," she said cryptically.

Her vague answer did not impress him.

"What exactly does being 'handled' mean?" he asked anxiously.

"It means that Damon is bringing your coffin back," she answered.

Again, her partial answers were more than frustrating.

"He knows what you did?" he wondered.

She shook her head, indicating that Damon was still in the dark.

"I sealed the coffin shut with a spell similar to the one that sealed your mother's coffin closed," she started. "That and the fact that the coffin felt like there was still a body in it was enough to rouse Damon's suspicions. He's bringing it to me so I can figure out what's going on with it. He has no idea that I was involved," she finished.

He smiled slightly from relief. No one, including the elder Salvatore brother, would interfere with his efforts to return to his body.

"You witches are very conniving," he mused.

"Well my conniving saved your life," she retorted.

"And words cannot express my gratitude," he said, almost sarcastically.

She scoffed.

"If you wanted to express your gratitude, you could try leaving Elena alone," she lamented.

He laughed, noting once more the strange voice that slipped off his lips; Tyler's.

"Don't push it, witch," he threatened. "You saved me to save your friends. Thus, you have no leverage over me," he reminded her.

Her eyebrows furrowed at him before turning back to leave.

"Where are you going?" he asked.

"It's late, and I'm tired. The spells have taken a lot out of me. I need to rest before I attempt your body swap. We'll do it tomorrow," she stated.

He growled under his breath impatiently. She did raise a good point. He didn't want to risk her dying in the midst of transferring bodies. However, he couldn't help but feel her delay was merely an intentional way to annoy him. Waiting another day would mean another day that his body was vulnerable.

"I want it done tonight," he demanded.

She glared at him in disbelief.

"I told you I'm tired," she hissed. "If I try the spell tonight I could over-exert myself, meaning you'll be out a witch, and I'll be dead."

"But my body is out there with Damon; an easy target for Alaric," he protested.

"Your body will be back in Mystic Falls before morning, and if Alaric believes he killed you, the last place he's going to return to is Mystic Falls. He'll be hunting down your siblings, who, if they are smart, have fled town," she explained.

He sighed, conceding to her need for rest.

"Fine; so what am I supposed to do, just wait down here until morning?" he grumbled.

She nodded, a satisfied grin across her face at the prospect of him becoming a cellar dweller for a night as he waited submissively for her to return to give him his body back.

"Bullocks," he frowned, kicking his – Tyler's – foot at the dirt ground.

"Well you can't go out in public," she warned him. "You're in Tyler's body, if you slip up and someone finds out it's you, who knows what might happen. And even if you don't make a mistake, the Council has it out for both Tyler and Caroline. It's too dangerous," she reasoned.

"What about the Council?" he questioned.

Bonnie had only ever told him that Tyler was meeting Caroline in this wretched dungeon, she had never explained to him why. Her mention of Caroline and danger had raised red flags for him, as it had a habit of doing lately.

"In addition to exposing you to the Council, Alaric also told the Council about Tyler and Caroline as a means to undermine Liz and Carol," Bonnie informed him. "Once their search for you leads them nowhere, they'll go after Tyler and Caroline. Before 'Tyler' 'died,' Tyler and Caroline were going to leave town," she continued.

He froze. Caroline was going to leave town with Tyler? He had been desiccated and she was just going to leave town? Had she forgotten so easily about his efforts to protect her? Certainly, he couldn't blame her for wanting to escape Alaric, but had she so deluded herself into thinking that she could just forget about him and carry on with Tyler? A surge of rage and disappointment swirled within him.

Suppressing the urge to give his reaction away to the witch, he bit his tongue.

"Where is Caroline now?" he wondered, hoping his concern was merely interpreted as curiosity.

"She told me she was going home..." Bonnie said suspiciously.

"I should go to her," he said instinctively, turning towards the exit.

It was an impulsive response; one that he made without reference to his most recent bitter and confused feelings towards Caroline. Even now, after everything he had been through and Caroline's seeming indifference towards it all, she still had a pathetic hold on him.

Bonnie grabbed his upper arm, her magic helping to pull him back into the cellar.

"No," she ordered. "Caroline can't find out about you in Tyler's body. We can't take any chances," she protested.

He ripped his arm away from her grasp.

"She's hysterical...she thinks I'm...Tyler's dead. I posed as him before, I can do it again. She should know Tyler's okay..." he urged.

Bonnie shrugged.

"And what then? You're just gonna pretend to be Tyler; manipulate Caroline into thinking you're really him?" she probed.

"You said it yourself; I'd be back in my body by tomorrow. So I'll pretend to be Tyler. It will only be a few hours. She'll never suspect a thing. I thought Caroline was your friend? Why would you want to prolong her pain? More than that, I can protect her should the Council make a move," he argued.

Bonnie rolled her eyes.

"Don't try to make this about consoling Caroline, or her safety. You want to see her. I know," she told him.

He eyed her curiously.

"You know?" he asked, pushing her to elaborate.

What exactly did she know?

"You're weird obsession with her. I'm well aware of it," she replied. "Everyone is."

He chuckled.

"Now Bonnie, I think you're being a little over-dramatic. I am fond of her. Is that a problem?" he retorted.

Her hands rested on her hips and she gave him a disapproving look.

"Besides the fact that she's in love with Tyler and wants nothing to do with you, no..." she snorted

He tried to resist the urge to correct her, but his slowly deflating ego was too overpowering.

"Can you really be certain of the truth of either of those statements?" he challenged.

She scoffed.

"Just admit it witch that I have raised a valid point about seeing Caroline so we can get on with things," he urged.

He could tell that the witch was conflicted about what to say. It was clear she knew he had made a point about being able to ensure Caroline's temporary safety and end her grief.

Her shoulders fell back and she sighed.

"Fine, go to her; tell her nothing," she relented. "But, I swear to god, if you take advantage of her in any way...I desiccated you once, I'll do it again," she threatened seriously.

He smirked at her bravado and nodded accordingly.

"I shall see you bright and early tomorrow, Bonnie," he chimed in a fake friendly tone.


Surprisingly, when they arrived at her place, her mother was home. Her mother was baffled by her and Matt's appearance, believing that she and Tyler had already left town. Unfortunately for her, that meant reopening wounds that had barely begun to heal. She explained everything – well almost everything – to her mother about the events of the night. She told her about Klaus's desiccation and her friends' deal with Elijah and their plan to kill Alaric. She told her mother about Klaus's death, and then Tyler's. It had been one of the few times she had seen her mother cry. Her mother had opted to be the one to call Tyler's mother, but she had managed to reason with her. It's not what Tyler wanted. Tyler wanted his mom to believe he had simply left town. They would come up with an explanation as to why Tyler had left and she had stayed behind. Her mother also assured her that she would do everything in her power to regain favour with the Council to ensure her safety.

Then, once all that was hastily talked over, she explained why Matt had returned home with her. She revealed Rebekah's successful attempt at revenge and its consequences; Elena was in transition and Matt was in physical and emotional recovery. There had been things she'd left out of the story; things she wouldn't dare tell her mother or Matt. She never disclosed her part in the deal with Elijah. She never told her of her conversations with Elijah. Most significantly, she did not fully divulge the real reasons for her tears. She didn't need do. She had been through enough tonight that her tears needed no further explaining, but that wasn't the point. The point was that she would never get to fully express her pain to anyone, save for Elijah, who she assumed, she would never see again. When all that she could say was said, her mother had taken time to console both her and Matt. She also encouraged Matt to stay as long as he liked. With that said, her mother was rushing out the door to do damage control. She didn't ask where her mother was headed; she preferred to be kept in the dark. She and Matt had dealt with enough for one night.

While Matt tried to occupy himself with a re-run episode of the Simpsons, she made him a cup of coffee and retrieved herself a blood bag in the kitchen. Waiting for the coffee to cool a bit, she took a few short sips of the red liquid. She tried to drink more, but she felt sick to her stomach. As a vampire she had craved it, but now she felt no desire for it. She didn't want to feed. She had no appetite. She never thought the sight of blood would turn her off, but it did. She supposed this was a side effect to the overwhelming sadness she felt. Thinking back to when she was human, eating had never come easy to her when she was upset. Whereas Elena and Bonnie tended to indulge when they were depressed or anxious, she tended to avoid food. She knew she had to eat to survive, but she derived no pleasure or happiness from the blood sliding down her throat.

She re-entered the living room, mustering the best smile she could for Matt, who was staring blankly at the television screen.

Handing him the coffee, she went for the linen closet to get bedding for the couch.

She began to tear the couch apart to reveal the sofa bed contained inside, but Matt stopped her.

"Care, I can just sleep on the couch. Don't worry about making the bed," he assured her.

"But it will be more comfortable," she pointed out.

He shrugged.

"I don't think I'll be getting much sleep tonight, regardless," he admitted before taking a sip of the coffee.

She nodded in understanding and decided not to press the issue. She didn't want to upset him even more over something so trivial.

Instead, she placed two pillows into clean pillow cases and folded two blankets, placing them on the couch to create a makeshift bed.

"Thanks," Matt sighed appreciatively.

"You're welcome," she replied. "If you want anything to eat, you know where the kitchen is...and if you want to take a shower or anything, feel free," she offered politely.

Had they not been under the circumstances they were, this situation might have been more awkward for her. After all, Matt was her ex-boyfriend. But she felt none of that. She was simply looking out for a friend. That's what she did when she was upset; she took care of others.

He nodded.

"Good-night," she finished, knowing after she said it that was spoken merely out of habit.

Neither of them would be having a good night.

She entered her bedroom hesitantly, trying to avoid dwelling on the memories that were contained within these four walls.

The pink and black plaid flannel pyjamas that she had taken out earlier to wear were still sitting on her dresser waiting for her. Her throat tightened as the clothes made her think about her dad.

Shaking the thoughts from her mind, she undressed and quickly wrapped herself in the warm fabric.

She picked up her discarded clothes from the floor, only to have her attention caught by the weight of her jacket.

Remembering that she had placed her cell phone in her pocket, she reached inside. Her fingers met the hard plastic of her phone, but they also brushed against cool metal; the bracelet.

Disregarding her phone, she pulled out the bracelet before draping her coat and other clothes over her desk chair.

She dangled the sparkling bracelet in front of her as she recalled finding it on her nightstand the morning after Klaus had saved her. "...Worn by a princess almost as beautiful as you," his voice echoed. She had resented the gift then, but cherished it more than anything now.

Her eyes began to sting.

When she looked up, she noted the photo of her and Tyler on the desk.

It was taken the night of Elena's birthday party.

She picked it up, bracelet still in hand, to examine it.

Both she and Tyler had too much to drink that night, but she couldn't get over how happy they both looked; both oblivious to what that night had in store for them.

The guilt crushed her as the bracelet branded her skin.

It was as though Tyler and Klaus were haunting her from the other side.

Forgetting about Matt across the hall, she began to cry freely, much like she had with Elijah earlier.

She didn't know it was possible to cry so much in one night.

The tears were relentless.

She sat down on her bed and placed both the photo and the bracelet on the nightstand as she tried to regain her composure.

But it was too late. Matt had heard her sobs and he knocked softly on her door before pushing it open slowly to check on her.

"Hey, Care," he spoke softly.

She laughed through her tears, embarrassed that he found her like this.

"Hi," she squeaked.

He sat down beside her on the bed and draped his arm around her.

She wanted to stop crying; she wanted to hide her pain. She didn't want Matt to see her this way. He already had enough to deal with, but she couldn't help it.

"Sorry," she apologized.

"You don't have to be sorry," his voice cracked as she rested her head against his shirt. "You have every right to cry. It's been a shitty day," he breathed.

She nodded and lifted her head.

The picture of Tyler caught her eye once more and she winced.

"I can't believe he's gone," she sobbed, Matt oblivious to the dual reference of her words.

Matt swallowed hard and picked up the photograph – bypassing the bracelet from Klaus.

"I can't believe it either," he said baffled. "I mean, we were just hanging out at my place the other night."

She sobbed a little harder with his comment and he realized he had struck a chord with her.

"Here, lay down," he offered as he stood up from the bed.

She began to oblige, but paused when she noticed Matt open her nightstand drawer to conceal the photograph.

His intentions had been pure; he wanted to put the memories out of sight to give her a chance to settle down.

"No," she hesitated, hoping he hadn't noticed the other contents.

Matt froze, his eyes were fixated on the drawer. He had seen what she feared he would.

She sat up speechless as she waited for him to say something.

He reached into the drawer and pulled out the two drawings.

Her face was boiling as though she had sunburn.

"What the hell," Matt hissed as he examined the papers. "Klaus drew these," he concluded aloud.

"Matt..." she tried to intervene and take the drawings from him.

He backed away and raised his arm out of her reach.

"Did Klaus draw this from life?" he demanded confronting her with the semi-nude drawing Klaus had done of her. "Was he here?" he continued. "Did you sleep with him?" he asked, disgusted by the possibility.

"Matt..." she stuttered again, tears of guilt blurring her vision.

"Answer me!" he yelled.

She recoiled from the tone of his voice.

"Yes," she breathed. "Yes," she cried, almost inaudibly.

Her admission made her feel light-headed and sick, but partially relieved.

"So when I asked you if you liked him..." he started, clenching his jaw.

"I lied," she admitted.

"For how long?" he asked.

She bit her lip, debating on the answer to give him.

"Since that night you saw us at the Grill," she revealed.

He scoffed and shook his head.

"I knew it," he scolded himself. "So when you were seeing him to 'collect info' you were really seeing him," he said, trying to wrap his mind around the whole thing. "God, Care, what's the matter with you? How could you do something like that...to your friends...to Tyler," he wondered.

She shrugged.

"I don't know," she cried. "I didn't mean for it to happen. It just did..." she replied pathetically.

"It was Klaus, Caroline," Matt retorted. "How could it just happen?"

"I don't know!" she restated. "He was different with me," she added.

Matt rolled his eyes.

"So what...you just forgot about all the horrible shit he did when he wasn't with you? For Christ's sake Care, he's the reason why everything is so fucked up. He's the reason I almost died. He's the reason Elena's dead and about to become a vampire. He's the reason Tyler is dead!" Matt shouted.

She disagreed with his reductionist explanation, but no less, he had a point.

"I'm sorry," she stammered.

"I can't believe I stood up for you," he said. "I told Tyler he had nothing to worry about; I told him to trust you," he reminded her.

"I'm sorry," she repeated.

"Are you even upset over Tyler?" he dug, his comments stinging.

She scoffed.

"Of course I'm upset that Tyler died, Matt!" she replied. "Just because I made a mistake with Klaus doesn't mean I don't care about Tyler," she argued.

"Well you sure have a funny way of showing it," Matt snorted as he turned to leave her room.

"Come on, Matt," she pleaded for him to stop with the hurtful comments, even though she supposed she deserved it.

He turned back around.

"I know what I did was wrong. I know that. And whether you believe me or not, I was going to come clean to Tyler. He already confronted me about it earlier, but I never got a chance to tell him with everything that happened tonight. Now, I'll never get the chance to. I'm going to live with that guilt for the rest of my life," she acknowledged.

"Seems fair," Matt answered.

She nodded.

"I'm sorry, Matt," she said again.

He said nothing as he dropped the pieces of paper back on her nightstand.

"Matt, talk to me," she begged.

"About what, Care?" he snarled. "About Klaus?" he jabbed.

She frowned.

"No...please just let me try to explain," she offered.

He shrugged.

"I don't think there is anything more to explain. You cheated on Tyler; you cheated on your friends; and you cheated on yourself. The Caroline I thought I knew would never have done something like this," he concluded.

Her heart sunk.

"I should go," he mumbled.

"But it's late...and you don't have a car," she interjected.

"I'll walk," he said flatly.

She was getting frustrated now. Sure, she had done a terrible thing by betraying Tyler and her friends, but he wasn't even making an effort to understand where she was coming from.

"So what now? Are you just going to ignore me forever? Or go running to everyone else to tell them what I did?" she confronted.

"They should know," he said.

"Matt please!" she cried. "My father's dead, Tyler's dead, Klaus is dead. Please don't take my friends away from me too!" she whimpered tugging at the sleeve of his shirt to stop him.

He clenched her shoulders and glared down at her.

"I'm not taking your friends away from you Caroline. You did that to yourself," he muttered.

"Then let me tell them," she implored.

He chewed his lip and stared past her as he considered her suggestion.

"Fine," he acquiesced.

She breathed a small sigh of relieve and showed her appreciation with a small smile.

"Thank you," she replied. "Just give me some time," she added.

He scowled.

"Please Matt, I just need some time to let what happened tonight sink in. Just let me grieve before I put myself through another trauma. Besides, Elena has so much on her plate right now, and if she decides to transition she's going to need all of us to be there for her. She doesn't need to deal with this too," she argued.

She could tell that he found her appeal convincing. He already felt guilty about Elena. He wouldn't want to put her through anymore unnecessary pain for the time being.

"Okay," he accepted.

"Thanks," she said gratefully.

He offered her no polite reply or goodnight. He simply left her there in her room to deal with the aftermath.

She heard the front door slam and she shook in response.


He walked across the Lockwood grounds, pleased to find Tyler's car in the driveway. If he had been himself he would have just flashed to Caroline's house, but he knew Tyler still had a thing for human habits and he didn't want to appear out of character.

As he stepped onto the driveway motion censored lights detected his movements and he froze for a moment before reminding himself that for all intents and purposes he was Tyler Lockwood; this was his property.

When he turned the ignition he was greeted by the blaring noise of hip-hop rubbish on the stereo. He groaned and hit the volume.

He rolled out of the driveway quietly, accelerating once on the main road that would lead him to the downtown core of Mystic Falls and out to Caroline's.

His fingers clenched the steering wheel anxiously as he drove. He couldn't pin point the cause of his over-active nerves. He suspected it had something to do with occupying Tyler's body, but he knew it was more than that. He had narrowly escaped death tonight. He had never faced death more since arriving in Mystic Falls. The image of Alaric driving that stake through his chest unnerved him. Had Bonnie not took it upon herself to act, he and every vampire she ever cared about – Caroline included – would be dead.

The prospect of death had always been bittersweet for him, but he had realized tonight that he truly wanted to live. Death was not an option. In fact, it terrified him. It wasn't death itself that terrified him so much as it was the experiences he was sure to miss if he was dead. It sounded ridiculous. He had lived for centuries, surely he had experienced everything.

He sucked in a breath as he pulled up in front of Caroline's house.

She was home; he noted her car in front of his – Tyler's, he had to keep reminding himself.

A conflicting surge of emotions kept him seated firmly in the driver's seat.

She had left him as good as dead just like that. If everything had gone according to plan, she'd be on the run with Tyler now. Had he even crossed her mind once? He wondered. Was she delusional or just manipulative? His chest tightened the more he thought about it. He considered leaving. Why should he give a second thought to someone who didn't grant him the same in return? Why should he care about her safety or wellbeing?

It seemed the only one's he could depend on were his siblings – and even that was pushing it. Had everything gone according to their plan, they would have left him desiccated for centuries.

He had no one.

But here he was, reluctantly climbing out of the car and walking towards Caroline's front door.

He hesitated on the walkway, debating whether or not to follow through.

His mind wandered for a few moments. Pathetically he fell upon the memory of Caroline tripping along this very walkway, giggling playfully – and drunkenly – as she pulled him along behind her. That was soon interrupted by the thought of their most recent encounter. No matter how much he tried he could not disregard her kiss or her genuine concern for his safety. That had to mean something. He was missing a piece to this puzzle.

Curiosity pushed him forwards.

As expected, the door was locked. He used his strength to bypass the defence of the lock and in seconds the door opened.

The house was quiet and dark, save for the small table lamp that illuminated the hallway.

He stepped inside apprehensively, cringing as the floor complained under his feet.

"Don't move," a voice whispered aggressively.

He stiffened and raised his hands instinctively as he saw Caroline's mother appear from a room down the hall.

She was dressed in a long white robe; a pistol in her hands pointed in his direction.

At first he rushed for an explanation for his presence, forgetting the body he was in.

"Tyler?" she asked in disbelief as she lowered the gun.

"Mrs. Forbes," he acknowledged, hoping Tyler was still on a last name basis with her.

She looked at him completely shocked and dumbfounded as she approached him.

"Caroline said...you died?" she questioned; her voice becoming shaky as she grew emotional.

He shrugged.

"Klaus died. I thought I was...dying. I felt this excruciating pain; I blacked out. I don't know what happened..." he started.

"Oh my god," she stammered.

She hugged him tightly.

"Caroline is going to be so happy," she exclaimed.

He was glad she turned the subject to her daughter. He didn't feel like dwelling on the specifics of what happened to him – Tyler – in case he slipped up. Caroline's mom was the sheriff after all. She was trained to pick out the inconsistencies of any tale.

"Where is she?" he asked.

She stepped back outside of Caroline's bedroom door pushing it open slightly.

He peered inside the room.

The lamp on her nightstand revealed her sleeping figure. Her back was turned to the door; her angelic hair scattered about the pillow.

"She just managed to fall asleep," she informed him.

He sighed guiltily.

"I should let her sleep," he decided.

She clasped his arm and stopped him.

"No. She'd want to know you're alive. She'll sleep better once she does," Mrs. Forbes assured him. "Go," she urged, her hand softly guiding him into the room.

He moved into the room only to be stopped again by Mrs. Forbes.

"Tyler."

He looked back at her.

"I'll let you stay with her tonight, but this is a one-time thing. No funny business," she warned him.

At first he was completely oblivious as to what she was referring to. He hadn't had a mother making rules for him to follow in quite some time. However, when he situated himself in Tyler's body, her words made sense. He found it amusing really; that Caroline and Tyler would respect the boundaries set for them by a human.

Nonetheless, he agreed to her terms.

"Of course," he accepted.

She nodded and disappeared from the doorway.

He approached Caroline's bed guardedly.

Taking his time, he observed the details of her room.

He spotted an empty tissue box on the floor beside her bed, surrounded by a few tissues that had more than likely been soiled with her tears.

Her nightstand caught his attention.

His hand traced the wood trim of the table, eyeing the contents scattered over its surface.

There was a photograph of Caroline and Tyler. His stomach turned.

He picked up the photograph to inspect it, only to be distracted by a shimmering piece of jewellery that had been underneath; the bracelet.

It was the bracelet he gave to her for her birthday. The one she had hastily given back to him in a moment of anger. Apparently she had given him a second thought.

He touched it with his fingertips as he eyed it suspiciously. Earlier today he had discarded back into one of the drawers of his bureau. How had she managed to obtain it?

Suddenly the blankets began to shift and Caroline rolled over.

He dropped the photograph, and watched her fixedly.

Her forehead wrinkled and her eyebrows furrowed as her eyes clenched. She seemed upset, even in sleep.

She stretched out her arms and her eyes fluttered open slowly.

"Tyler?" she whispered groggily.

He came closer as she pushed herself up.

"Tyler," she repeated, as if to convince herself that she wasn't dreaming.

"Caroline," he said simply, as he sat down on the edge of the mattress.

"Oh my god," she cried as tears fell from her eyes.

She grabbed onto him for dear life; her arms clamped tightly around his neck.

"Why?...H-how?" she stuttered against his neck.

"I'm not sure," he lied.

She pulled away and examined him as if he wasn't real.

"You died; Klaus died," she sobbed, touching his face.

His eyes were stinging and he closed them as she stroked his skin.

"I'm here," he said softly.

She cried harder.

He brought her into his arms.

"Shhhh," he cooed as he stroked her hair and rocked her against him. "Come on, lay down. We'll talk tomorrow," he told her.

She did as he asked; too exhausted to protest.

"Don't leave," she murmured as he stood up and tucked her in under the blankets.

"I won't," he promised.

He was reluctant to lie next to her as Tyler, but his jealous ego was overpowered by a rawer emotion; one that was pushing him to oblige her.

Thankful for Tyler's preference for boxers, he unbuttoned and removed his pants.

He climbed into bed next to her and she responded by curling her body around his.

Within minutes she was asleep.

Exhaling sharply, he closed his eyes too.

"Goodnight sweetheart," he whispered, knowing she was too lost in her subconscious to hear his familiar term of endearment for her.


A/N: I hope the chapter, the changing points of view, and the sequence of events made sense. If anything was unclear, don't hesitate to ask.