Caroline's POV

"Caroline?" Stefan asked again, it had been several long agonising seconds since she spoke. "Did you just say...?" he couldn't finish his sentence.

"No" Caroline said curtly.

"Then what did you say?" he asked with the look of confusion still on his face

"I said... i had a dream about you AND... Elena" Caroline said hoping it didn't sound stupid.

"But you only said me and why would you have a dream about me and Elena?" he asked.

"I did say Elena" she scoffed "listen better Stefan and it was a dream about you two having a fight and when i kissed Matt i couldn't help but think if the fight was real" she said all in one breath hoping Stefan would be fooled by her terrible lie.

"Oh... what was it about?" he started walking then. Caroline smiled on the inside and give a silent sigh of relief. He had bought it.

"Just... you know..." she couldn't think of anything then it struck her one name that all there arguments have been about lately. "Damon"

He looked at her then "No need to say more i see why you thought it may be real because it is, me and her can't stop arguing about him" he said, his expression unreadable.

She gave him a small smile and decided to change the subject "So... bunnies, are you sure i will be able to do this? I mean i had a pet bunny named Oscar and how do you expect me to eat these furry creatures when i had one as a kid! Im kinda still freaking out about the whole Vamp thing now im eating furry bunnies!" she sighed. Stefan chuckeld.

"Now you're laughing at me." Happy that Stefan had forgotten about her outburst but still pissed that he laughed at her rant. Man, being a vampire was a bitch.

"No im not laughing, none of this is funny, trust me." he said still with a smirk on his face. "It's..." he chuckled "It's just that, uh..." she gave him a death glare. "What?!" she growled. "When someone becomes a vampire... all their natural behaviours get sort of, uh,uh, amplified." he said serious again.

"What do you mean?" She asked hands on her hips. "I mean, as a human, i cared deeply for people and how they felt. Uh, if they were hurting, i felt their pain. And ifelt guilty if i caused it. And, us as a vampire all of that got... magnified" he said.

"So you're saying, that now i'm basically... an insecure, neurotic, control freak on crack." she said while fiddling with her top.

"Well, i wasn't gonna say it like that, but..." he joked "Hey, listen. Lets hunt, okay? And then after that... we'll go to the swimming hole." he said. "Really?" she squeled. "Matt is the closest connection to your humanity. And i think that being around him is a good thing." he finished.

"Okay" she said jumping up and down slightly. "Come on" he gestered in front of them.

"Okay. Bunnies." she whispered.

Stefan's POV

Stefan couldn't stop thinking about what Caroline said was his ears decieving him when he heard her thinking about him when she was kissing Matt? Or was she really telling the truth about thinking of him and Elena fighting? If she did admit to saying she thought about him and only him he would have kissed her right there. He couldn't stop the idea of him and Caroline being together. Forever. But no he had to stop thinking about Caroline and concentrate on fixing things with Elena.

Just a while after hunting and many disgusted looks and remarks from Caroline about eating bunnies they had arrieved at the swimming hole. He hated the idea she wanted to be here because of Matt, yes Matt was his friend but he couldn't stop thinking about ripping his head off if he touched Caroline. Stefan was broken out of his thoughts when he saw Mason Lockwood drive past while him and Caroline were lifting things from the boot of the car.

"Why are you looking at him with your serious vampire look?" Caroline asked only half jokig, mimiking his face.

"My-My what? My serious vampire look?" he asked.

"Mm-hm. It's different from your worried vampire look. Neither stray too far from "Hey, it's Tuesday" look." she joked.

"Oh, i get it. Okay, you think i'm, uh- you think i'm too serious, thats it?" he said.

"I mean, i wasn't going to say it like that, but..." she joked, repeating his words from earlier.

"Hmm" he replied.

Stefan was getting a drink when he saw Caroline talking to Matt and Amy he couldn't help feel a pang of jealousy. Suddenly Caroline was compelling Amy to go away, as Matt stormed off he walked to Caroline.

"Hey, i saw that, you compelled her." he lectured. "Yeah, she deserved it" she replied bitterly. "Caroline, nobody deserves to have thier mind messed with for shallow reasons"

"You know, why is everyone sticking up for Amy freaking Bradley?"

"Your letting jealousy get the best of you"

"Well, thats nothing new." she huffed.

"What do you mean?" he asked confused.

Caroline looked at Stefan, "why did he have to look so cute?" she thought. "Nothing its fine" she huffed. "My entire personality is killing me" she said.

Stefan smirked and laughed. "Shut up" she said.

Few hours later

"He's mad at me" Caroline said walking with Stefan. She still didn't know how she felt, she felt she loved Matt but she also felt a little something for Stefan and as much as she tried to shake it off it wouldn't work.

"Go talk to him, ill wait" he smiled. His cell phone began ringing as Caroline walked towards Matt.

"Are you Mad?" she said with a sad smile.

"I thought we were passed all this insecurity stuff,Caroline... I mean i told you how i felt about you, what more do you need?" Matt asked.

"Matt, i do feel the same trust me i do but..." Caroline started.

"But nothing Caroline you either you do or you don't no buts"

"Matt... i dont know"

He interupted "No Caroline you do but you just won't tell me the truth." he turned and walked away.

"Matt please" she started to follow him.

"No Caroline just leave me alone." and walked away.

"Fine" she sniffled and walked towards the woods. She needed a walk and stop crying before Stefan saw her.

Caroline continued to cry as she stumbled through the woods. She knew this was a bad idea to go by herself then she relised she's already dead, what more could happen to her? As she continued to walk and wipe tears from her eyes she heard something. She ignored it and started walking again. Then out of nowhere someone bashed her into a tree and had their body pressed against her.

"What the hell?!" she yelled

"Shhhhh. It's me" Stefan said.

She looked up at him and looked down at their closeness "What are you..." she was interupted with a finger on her lips. What was he doing? She had an urge to push his finger away and replace it with his lips. She quickly pushed that thought away she was just upset about Matt.

"We need to get out of these woods. Now. We need to leave." Stefan said still holding her against the tree.

There was growling in the background. "What was that?" Caroline asked. Stefan pushed of Caroline to see where the sound was coming from.

"You and me, we're gonna run, okay?" he stared into her eyes with areassuring nod. "It's gonna follow us, but we will get away ok." Caroline was still looking to see where noise was coming from. "So you need to run as fast as you can. Do you understand me?" he asked her intently. "Go, go!" They both started at top vampire speed until caroline turned around to stop him. "What is it!" she shouted. "It's a werewolf!" he was now holding her arms trying pushing her trying to get her to run. "It will try to kill us and it can!"

Suddenly Tyler appeared from the old Lockwood ruins "Hey!" They both turned around. "What are you two doing?" he asked. "What are you doing here? Stefan asked standing his ground.

Suddenly a loud growl and Caroline was tackled to the floor with the wolf. "Stefan! Help me please Stefan get it off of me!" she screamed. Stefan used his strength and vamp speed to tackle it off of Caroline. Then all of a sudden Tyler screamed "NO!" the wolf turned to Tyler and listened and ran away.

Stefan ran to Caroline. "Are you ok? DId it bite you are you hurt?" he asked helping her up. "No im ok. Thank you." she hugged him tight "Thank you for saving my life again." she released him and turned to Tyler he was gone. "What are we going to do about Tyler?" she asked. "It's ok ill find him and take care of it. Are you ok?" he asked again. "Im fine really bruises heal quickly as a vampire" she smiled. He returned her smile. "Lets go."

An hour later and Caroline walked into the Grill instantly noticing Amy speaking to Matt she came to apoligise. She strode up to the table they were sitting at with a death glare on her face.

"Seriously, Amy?" she growled.

"We were just talking." she replied innocently batting her eyelids.

"Oh, is that what you call it?"

"Yeh"

"Are you kidding me?" Matt said.

"No, im not, Matt. She's into you and anyone can see it. "

"Look, im sorry. I didn't mean to - i'm just gonna go." Amy stood up and Caroline blocked her way and stared her down she really wanted to rip her face off.

"Knock it off" Matt said from behind. Amy walked away from the couple.

"What are you doing?" he asked

"This isn't my fault, Matt. She's after you, and i shouldn't have to put up with that."

"It's not my fault either! I told you i loved you and you through it back in my face today clearly stating what you want and its not me!"

"I do Matt its just..."

"Just what for gods sakes Caroline! Tell the truth!"

She didn't answer she just looked at her feet.

"Just forget it. Just forget all of it."

"So, what? Are you, breaking up with me?"

"Yeah i am." he turned and walked away.

She sat down and put her head in her hands she sat like that for half and hour and walked home.

The next day

Caroline woke abruptly feeling someone behind her. She gasped when she saw Elena beside her. Well it looked like Elena.

"Elena?"

"Nope, try again."

"Katherine." she breathed.

Katherine sat on the bed and she scooched away.

"Don't be frightened. I know what it's like to be in love with Stefan. Me and you are going to have so much fun together." she said in a sweet tone.

How did she know? She looked at Katherine confused.

"Don't try to cover it up with that confused look Caroline i know everything" she smiled.