Author's Note: So yeah, I have no excuse for not publishing this sooner. It's been a busy few weeks, and I knew this chapter would be hard to write. It's probably one of the more emotional chapters in this story. But I'm pretty proud of it. So enjoy!

Disclaimer: Nothing you recognize is mine.

When Caroline woke up the next morning, she was instantly on edge. Despite her naivety in Mystic Falls and her lack of fighting skills, spending the past six years alone had forced her to improve her survival techniques. There were dozens of vampires and gross guys alike who tried to prey on the pretty blonde, and Caroline had quickly learned it was sink or swim in the real world. So she had learned how to take care of herself.

She stiffened in her bed, eyes not open yet. She could hear the shower running, and the news on in the background. Caroline decided to stay motionless, hoping for a few more moments hiding from a day she could already tell was going to be long and hard.

"If you're going to fake sleep, you could at least attempt to control your breathing." She heard a voice say.

In a second, Caroline was up and across the room, her hand poised on the door handle. She looked at the arm chair next to the bed, and saw Stefan lounging with the TV remote in his hand, looking at her uninterestedly.

"Damn. You're reflexes have gotten better since Mystic Falls. Probably because you've been tortured so many times, huh?"

Right before Caroline could remember that this Stefan wasn't her Stefan, and she therefore could not throttle him, the bathroom door to her right opened.

The amount of times she had seen Damon in just a towel over the past two weeks could not have been healthy. But Caroline couldn't ignore the fact that the man looked damn good just out of the shower. Her eyes travelled up his body, only stopping when her eyes locked with his.

"Why don't you take a picture, Blondie?"

Caroline groaned. She was right; it was going to be a long day.

Almost an hour later, Caroline was observing the two brothers from her perch on the bed. Stefan had not moved from his spot in the recliner, with his eyes firmly glued on the television. Damon had thankfully changed into clothes, but Caroline still had trouble taking her eyes away from his strong biceps.

"Caroline, would you like me to buy you a camera myself? I will literally do anything to get you to stop eye stalking my brother."

She was literally off the bed heading towards the secret stake she kept in her suitcase when Damon caught her arm.

"I wouldn't do that if I were you. You'll regret it."

"I honestly don't care right now." She was tearing through her suitcase looking for the false bottom when she felt a strong hand at her elbow. Caroline had just managed to clear out all of her clothes when Damon dragged her from the hotel room. The door had barely slammed shut when the older vampire slammed her against it, one hand at her throat.

"What the hell, Damon?"

He snarled at her, a look in his eyes she had never seen before.

"Don't you get it Caroline?! Stop feeding into his psychotic tendencies!"

"What are you talking about?!" She clawed at the hand still wrapped around her throat. Although she did not technically need to breath, it was still a habit she had trouble abandoning after almost 24 years.

Damon dropped her abruptly, and started pacing up and down the hall. The grimy light bounced off of his pale skin, making him look gaunt and almost translucent. He ran his hands through his dark hair, shoulders dropping. He turned back to look at her, taking a deep breath.

"Look, you're young. You've never had to deal with an emotionless, self-centered vampire before."

"Yes, but I have dealt with high school boys, which is pretty much the same thing. And let me tell you Damon, your way of handling this? It sucks."

"You don't get it! He doesn't care, Caroline! He wants to make you uncomfortable. He wants to get you angry. He doesn't want help! The reason he did this was because he was too overwhelmed with emotion. Seeing others become that way is nothing more than a game to him now!"

"Then why are we even trying to help him? He clearly doesn't want it!"

Damon pulled away from her, arms hanging limply by his sides. For the first time in her life, Caroline was able to see the Damon Elena saw all those years ago in Mystic Falls. One who genuinely cared for his brother and who just wanted the best for him.

"Because..." Damon hesitated. He seemed to be deliberating on whether or not he should reveal something. "Because he's my brother. I owe him this much. And so do you."

With one last withering look along with the statement that left a gaping hole in her chest, Damon spun around and strode into the hotel room, slamming the door behind him. Caroline was left in the hall, stunned and ashamed.

In hindsight, Caroline realized it was probably not a good idea to leave the hotel unsupervised. But after her fight with Damon, it was too difficult to face the prospect of going back into the stifling hotel room and pretending everything was fine.

She used to be the girl with the ever present smile. The one who saw the bright side of everything, and who would do anything for her friends.

But if Caroline was being honest with herself, she had left that version of herself in the airport the day she left Mystic Falls. Six years later, she had proved she could more or less take care of herself. She didn't need anyone else, so why bother herself with the problems of friends from what felt like lifetimes ago?

It was so easy for everyone else to drop into her life. Caroline had spent the last six years trying to forget about the first 17. But now... Now there was a constant presence reminding her, one that was probably going to be around for quite a while.

Caroline sighed, looking around the small park in which she had stormed to after her words with Damon. It seemed as though humans were far more intuitive than vampires gave them credit for; upon seeing the fuming blonde, the park had become practically abandoned.

Italy was beatiful. When Damon asked her which area she preffered, Caroline had absently replied with the one closest to a vineyard where she could stomp grapes like on that episode of I Love Lucy. Damon had just levelled her a look, but she knew for a fact there was a vineyard practically down the road from their hotel.

She felt her phone vibrate in her pocket, probably for the tenth time in the hour since she left. Once again, the baby vampire ignored it. She knew it was Damon checking in on her. She would make her way back to the hotel when she was ready. First, she had to clear her thoughts.

Even though the Mystic Falls Caroline would be with Stefan right now, this Caroline couldn't fathon going back.

For the past six years, it had been all about her. She was almost sickeningly self centered, catering to only her needs and wants. Everytime Caroline had started to care about another person, she instantly backed away. She never wanted another person to have the upper hand, so she shut them out.

But she couldn't help but remember all the times Stefan had been there for her. From when she was a newly turned vampire barely capable of suppressing her bloodlust, to helping her through the collapse of everything she held sacred. He was there with her through it all.

In a way, Caroline was indebted to the now emotionless vampire. She needed to help her old mentor come to terms with his past. Damon was right. She owed him that much.

"Oh my God, will you quit it? You're starting to give me a migraine."

"Sorry Stef, when Klaus comes looking to kill me I'll be sure to let him know that the reason I lost his one true love was because my stupid younger brother was the one who practically drove her to the brink of suicide. I'm sure he'll point the stake to your chest instead."

"Klaus doesn't love her, he just wants her."

Damon looked up from his phone, finally distracted. They were sitting on the balcony of the hotel room, two glasses of blood between them. Stefan had a cigarette dangling between his fingers, and he lazily looked at Damon as he took a drag.

"How could you possibly know that? Did you two go to Heartless Anonymous together or something? Let me guess, he was your sponsor."

Stefan just shrugged, gazing into the rolling hills of Italy. It was far too green for his liking,

"I just know. People like Klaus don't love. They just lust. Once he gets some action from her, he'll most likely rip her heart out. It's classic Klaus."

"Don't talk about Caroline like that."

"What? Does someone have a crush on the Original Hybrid's hot piece of ass?"

Damon chose not to reply, and instead called Caroline's cell phone for the eleventh time. When he once again heard the chirpy tones of her voicemail in his ear, he slammed his phone on the table, frustrated.

"Where could she be?!"

"I don't know. Spearheading some committee, or micro-managing someone's life. Isn't that the Caroline thing?"

"She's changed since she left Mystic Falls. Even you have to see that."

Stefan paused for a moment, thinking back to the few interactions the former friends had had with each other in the past two days. There was something different.

He was silent for a few more moments before locking eyes with Damon, a serious look in his eyes.

"Does she know?"

"Know what?"

"You know what."

Damon sighed, picking up his blood. Taking a sip, he observed the scenery. His heart ached, a feeling he had grown accustomed to over the past two years.

"No. She doesn't."

"Are you going to tell her?"

"I don't know, okay!" Damon yelled, slamming his tumbler onto the table. It shattered, sending glass shards everywhere. The brothers locked eyes, one looking pained, the other looking bored.

"She's smart you know. She'll start asking questions eventually."

Before Damon could open his mouth to retort, a door slammed. Caroline appeared in the doorway of the balcony, a look of determination on her face that neither of the brothers had seen since Mystic Falls.

"What are you two doing?"

When neither Stefan nor Damon made any reply, Caroline stomped onto the balcony, hands on her hips. The gesture almost made Damon smile, until he remembered he was mad at her for running off.

Caroline sighed. She had come back for a reason, and it was staring straight at her.

"Look," she said, arms crossed against her chest. "If we're gonna fix Stefan, then I'm going to need a drink."

Damon could barely suppress a chuckle as the blonde spun on her heal and stomped back into the room, going for the mini-fridge where they kept the blood.

Oh yeah, he thought. The bitch of Mystic Falls has returned.

"The first step," Damon said, as they sat in hotel room. "Is getting him to give up human blood. If we put him on an all animal diet, then he's more likely to grow angry."

"But isn't that kind of counter-productive?"

Damon looked up. Up until that point, he had barely even acknowledged that Caroline was in the room with him. He had just sat in the armchair, mumbling about blood and Stefan. It was getting harder and harder to keep up.

"No. It's not."

Caroline raised her eyebrows, urging him to go on. He sighed, unhappy he had to explain this to her.

"Turning your emotions back on is more... difficult than turning them off. You have to-"

"But what does that have to do with making him angry?"

"What is anger, Caroline?" Damon said, frustratedly.

She paused for a moment. Anger was... well, it was an emotion. And if Stefan could feel anger, then he was capable of feeling anything.

"It's an emotion."

"It's the first emotion you experience as a human. It would just make sense it's the first thing you experience as a vampire. Once he can feel anger, then making him feel everything else will be easy."

Without realizing it, Caroline had drawn closer to Damon. She had never known turning off your emotions would have such large effects. As a relatively new vampire, she was still learning things about her nature everyday.

"Why would he do this to himself? Why would he turn his emotions off if he knew that this is what it would take to bring them back?"

Damon avoided her eyes, instead choosing to look out the window. Caroline sighed, frustrated. He had been deflecting her questions since he started watching over her for Klaus.

"What aren't you telling me, Damon?"

Again, he didn't answer. If this was the way he was going to be, fine. Caroline could play dirty too.

"You know what... Never mind. You're not gonna tell me anything. I'll just go ask Stefan."

She had barely taken two steps to the balcony where Stefan was still sitting when Damon grabbed her arm, hard enough to bruise.

"You are pushing your luck, Blondie."

"You can't kill me. You're the one in charge of making sure I don't kill myself."

Damons grip tightened. "Fine," he said, steering the blonde towards the balcony door. "If you wanna know so badly, ask him yourself."

"What?"

"Come on, I'll make sure he doesn't stake you. That's my job, right?"

Caroline barely had the chance to send him a piercing glare before he shoved her in a chair across from Stefan, taking the chair between them.

"What?" Stefan asked, bored with their conversation already. He blew smoke rings into the night sky, the hazy ash glowing purple in the moonlight.

"Blondie has a question for you."

Caroline glared at Damon, unprepared to confront Stefan. The least the douchebag could do was give her a few minutes to prepare a speech or something.

"So... obviously you've turned off your humanity." Caroline started, facing Stefan. He snorted.

"Obviously. I see your deduction skills have also gotten better since Mystic Falls."

Ignoring his last jibe, Caroline continued. "And I just wanted to know... Why?"

Stefan paused, looking between her and Damon. He seemed surprised she was asking him, but glee was slowly creeping its way into his expression.

"I think Damon should be the one to tell you that. Seeing as he was basically the real reason."

Caroline turned to look at Damon. He was avoiding her gaze, instead determinedly staring at a potted plant on the corner of the balcony. So he had been the catalyst this entire time?

"Damon?" Stefan said, looking towards his brother. "Would you like to tell the story, or should I?"

"Oh, I think you tell it just as well as I do." Damon said the words through his teeth, as though they pained him. The two locked their gazes, a silent battle breaking out between them.

Caroline looked back and forth between the glaring brothers, wondering what they were talking about. It wasn't the first time this had happened in the past few days. Stefan would make a snotty remark, and Damon would shut him down, with Caroline completely lost. The thought of these altercations ignited a fire in Caroline's belly. She would not be taken for a fool.

"Would one of you tell me what the hell is going on?!"

she yelled, finally breaking through the invisible boundary between the two brothers. They both looked at her, Stefan smirking with his arms folded across his chest.

He leaned back in his chair and took the cigarette from between his lips before finally delivering the news that Damon had been so desperately trying to avoid.

"Elena's dead."

Caroline ran. After hearing the news, she sat stunned for a few moments. She looked at Stefan's smirking, unflinching face and hated him more than she ever had before. But then she looked at Damon, who held the unmistakable expression of guilt, and realized she hated him even more than his brother.

She collapsed on the very bench she had sat on earlier that day and broke down in tears. Despite her previous deliberation over whether or not she wanted to help Stefan, she knew she would always end up aiding Damon in his quest to make his brother regain his humanity. Caroline knew the value of true friendship, and Stefan had always been one to her.

But now... Now everything had changed. If what Stefan said was true, she had lost one more person she loved and cared about. There was one less person in this world whom she cherished, and Caroline hadn't even realized it.

This realization only made her sob harder, and it took her a few moments to realize that there was another presence sitting next to her on the bench. When she looked to her left, Damon's guilt ridden face was the only thing she saw.

"I don't want to talk to you."

"I should have told you."

"But you didn't. You kept it from me. My best friend died... and you didn't even consider letting me know."

"There's so much that you don't know, Caroline."

"Yeah, because you didn't tell me."

The two sat in silence for almost an hour, the quiet only broken by Caroline's sniffles. When she had finally calmed down, she once again looked at Damon.

"Tell me," Caroline commanded, a fiery stubbornness in her eyes.

"Tell you what?"

"Everything. I need to know. You've kept enough from me."

Damon sighed, as though stealing himself. "You're not gonna like it, Caroline."

"I need to know, Damon." she repeated.

Damon just looked at her. He took a deep breath, then started to speak.

"About two years ago, Tyler Lockwood came back into town."

"Tyler?" Caroline interrupted. "But he wasn't allowed in Mystic Falls. Why would he come back?"

"I don't know, Caroline. But he did." Damon continued, annoyed. "Look, I'm only telling this story once, and I don't want you interrupting every ten seconds."

Caroline just sat in silence, staring at the older vampire.

"So anyway... On the full moon one month, he got out. He went on a rampage throughout the entire town. He killed at least five people. And... Elena was bitten."

Caroline stifled her gasp, too horrified to interrupt. Damon didn't even look at her, too consumed by his story.

"Stefan and I were terrified. We both knew what would happen if the werewolf venom stayed in her system for to long. So we contacted Klaus in New Orleans."

There, he paused. His eyes were so far away Caroline knew even if she wanted too, she could not stop this story.

"Klaus came back to Mystic Falls. We bargained, we pleaded. We practically offered our lives. But he just wanted one thing- a debt. A debt payable to him anytime he needed it. So obviously, we took the deal. I'm paying mine right now, by watching over you."

All of a sudden, he was pulled back into the present. His head snapped back around, and their eyes locked. Caroline could see fear and pain in his eyes, but also acceptance of the story he was telling. And that absolutely terrified her.

"Damon," she said. "Please don't tell me she died of a werewolf bite."

"Klaus gave us a vial of his blood. We took it back to her... We thought everything was going to be okay. But she wouldn't drink it."

"What?"

"She refused the blood."

Caroline just stared at him, a mixture of stunned revolsion and sadness on her face.

"But... why?"

Damon sighed heavily. "You knew her, Caroline. Elena never wanted to be a vampire. She would have rather died. So she did."

Once again, tears had crept their way into Caroline's eyes. Her best friend had rather died than faced an eternity of life. In a way, Caroline respected her bravery. Or she would have if the loss hadn't hurt so god damn much.

"But wait..." Caroline said, wiping at her tears. "Stefan said you're basically the reason he shut his humanity off. What does that mean?"

"When she told us she didn't want the werewolf bite cure, Stefan wanted to shove it down her throat."

"And you... didn't want that?"

"No," Damon said, getting that far away look in his eyes again. "She had the right to make her own decisions. We couldn't force her to do anything she didn't want to do. Elena turned without the desire to ever be a vampire, but she died on her own terms. Stefan didn't understand that, and he has hated me ever since."

"So because of Elena's death, he turned off his humanity?"

"Yes."

"And he blames you?"

"Yes."

Once again, the two didn't speak. They were each caught up in their own thoughts, staring off into the distance.

"Hey Damon?" Caroline said, looking at the older vampire.

"Yeah?"

"Can we go home now?"

Damon paused, staring at her. "Sure, Blondie."

Once they got back to the hotel, they barely wanted to look at each other. Despite the deeply personal emotions they had each revealed in front of the other one, the two weren't completely comfortable around each other yet.

Once the lights were out and Caroline was safely tucked away underneath the covers with Damon settled on the armchair, the silence was stifling. She felt as though she was drowning in it, and she could barely breath.

A few moments later, she had started to cry. Despite trying to stifle her sobs into the pillow, Damon's hearing was too perceptive. Before Caroline could register the extra weight on the mattress, the older vampire's arms were encircling her.

She flipped over to face his chest, burying her head into it. Damon stroked her hair, gently comforting Caroline. Only after her tears had run dry did she pull her head away to look him straight in the eye.

"Do you miss her?" Caroline asked, blue eyes locking.

Damon paused before he responded. "Every damn day."

Caroline nodded slowly, burrowing her head back into his chest. A few minutes later, they both drifted off to sleep, clinging to each other and taking comfort in the other's presence.

AU: So yeah, that just happened. Sorry guys... but it's necessary. The next chapter is probably going to be ever harder and more emotional to write, but I promise I'll upload it sooner than this one was. Please review, I love reading your thoughts about the chapter, character development, and the direction you think this story is heading.

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