A/N: Okay, so there are absolutely no excuses for the length of time I have gone without updating, I know. My husband, who happens to be my beta, has been terribly busy with school and work lately, and so I'm looking for a new beta, and this story means a lot to me, so I want to make sure every chapter is really good before I post it. I have the next two chapters written, ready to be beta-ed, and I'm sure when I have a different beta, things will run a lot more smoothly.

And once again, reviews are lovely.

She was running. She knew the woods that she was in, and she recognized what was going on right away. He was chasing her. She was running as if her life depended on it. And it may have.

"LC, come on," Mike's voice was distant, almost far away, and she eased up on her running for a few moments, trying to catch her breath. She started breathing normally, and she heard a twig snap, probably from under his foot, and she started running once again. She wasn't fast enough, though, and she felt a hand on her arm. His minty breath was close to her face as he said, "Boo."

"You never did learn, did you LC?" Mike said to her. His hand came to her throat, and his grip was tight. "You're unlovable. Nobody can love a broken little girl like you."

"You don't know that," Caroline wheezed out. His grip was tight, but she was determined. "You have no idea what is going on with me right now."

"Think about it, LC," Mike said, watching her. His eyes were dark, and part of it really did scare her. "Damon's not going to stick around. And those Mikaelson boys, they don't love you. You're just their responsibility."

He was telling her everything that she thought about when she was depressed. These were her worst fears being vocalized.

"I haven't been their responsibility in years," Caroline said, getting bold. "They don't stick with me because they have to."

"Keep telling yourself that, LC," Mike laughed. "But mark my words. Damon is going to leave. You don't deserve a happy ending."

His grip was tightening on her throat, and she took one last breath before –

"Caroline?" Caroline's eyes flew open as she heard Damon's voice. She looked at him. Damn it, she cursed inwardly. The nightmares are back.

"Caroline?" Damon asked again. "Are you okay? You screamed in your sleep."

Caroline nodded, composing herself. "I'm fine, Damon," she said. She got up out of bed and went into her bathroom, shutting and locking the door. She went over to the medicine cabinet and pulled out a bottle of sleeping pills.

Yes, Caroline took sleeping pills. They had been prescribed to her by a psychiatrist she started seeing after moving to the Mikaelson's household. These weren't normal sleeping pills; they had an anti-depressant in them. She took them for the Post Traumatic Stress Disorder diagnosis that she had been given, and they helped the nightmares. She had had the nightmares for years; after everything that had happened to her. Her nightmares were almost always the same; Mike, or someone else, anybody else, saying her greatest fear – the fact that nobody wanted her. That she didn't deserve anybody. Caroline leaned over the sink and splashed cold water on her face. She looked at her reflection in the mirror and sighed. She looked pathetic. Her eyes were bloodshot and she was practically trembling.

"Caroline?" she heard Damon's voice through the door. "Caroline, what's going on?"

"I'm fine," Caroline said, but Damon knew that she was not. Even her voice was shaky. She was trying really hard to keep up the front that she was all put together, but she was slowly losing it. That's when the tears started to fall.

"Let me in, Caroline," Damon said, a little more firmly this time. "I can tell you're not fine. I want to see you."

Caroline sighed, shoving the pills back into the medicine cabinet. She was tempted to take one, but knew if she did, she'd sleep until noon, at least. She went over and unlocked the bathroom door, opening it so she could see Damon.

"I'm fine," she said again. She thought that if she evened out her breathing, reciting breathe in, breathe out to herself, that she could calm down a little bit. It wasn't working, though, and she knew it. Hell, even Damon knew it.

"You're not fine," Damon said to her. He watched her carefully, "What happened?"

Caroline shook her head, "It's nothing. I had a nightmare."

Damon nodded, "Do you want to talk about it?"

Caroline shook her head again, "No, thanks. I'm good."

"You know, keeping everything bottled up is bad for you, Caroline. You need to let someone in."

"I let plenty of people in."

"Like who?"

"Mother, Nik, Elena. They've never hurt me."

Damon almost looked hurt, "I've never hurt you, either, you know. You could talk to me. Please. I care about you, Caroline, and I want to help you."

Part of Caroline felt bad. She felt guilty for keeping this a secret from Damon, but she had convinced herself that it was too soon to discuss these things. She didn't even want him knowing that she took sleeping pills. What if he thought she was some kind of drug addict? She figured that if he knew about the pills, he'd leave. While Caroline wasn't always convinced 100% that she should be with Damon, she didn't want him to leave, either.

"I don't want to talk about it, Damon. I'm tired," Caroline said, faking a yawn. "I just want to go back to bed."

They headed back to bed, but Damon snuggled close to Caroline. He knew that she wasn't telling the truth, that something more was happening, but he didn't want to push it. He held her closely to him, wanting to protect her, even from her dreams. It wasn't long until Caroline heard his even breathing and knew that Damon had fallen asleep. She looked at the clock on her bedside table and saw that it was almost four AM. She sighed as sleep started to take her. She really needed to look inside herself and figure things out.

-x-

Caroline sat in her shop the next day. She was dead tired, and bored, too. She was getting ready to go back to Mystic Falls to do the measuring for the girls, but needed a place to do it. Caroline didn't want to call Elena – Elena would ask her questions about Damon, and she didn't want to talk about Damon. She was almost tempted to call Bonnie and Jeremy and ask if she could crash there, but then Elena would know she was avoiding her. Against her better judgment, she picked up the phone and called Bonnie, telling her it had been way too long since they hung out and asked if she could stay there. Bonnie sounded ecstatic.

Caroline breathed a sigh of relief when she saw Klaus walk in. He'd help her take her mind off Damon, that much was for certain. He looked at her, "You look like shit, Care. What happened?"

She shook her head, "I had another nightmare last night, Nik."

Klaus nodded, "Have you been taking your pills?"

Caroline was embarrassed, but she shook her head anyways, "I don't want Damon to know," she answered quietly. "I don't want him to think I'm some kind of drug addict or something."

"Fuck what he thinks," Klaus said, not caring about how he sounded. "You need those pills, Caroline. I know what happens when you don't take them."

"The nightmare was tolerable," she said, staring at the ground. "It was tolerable."

Klaus hated seeing Caroline like this. She was his baby sister, and she was hurting. She was probably in a rough place, too, because she was genuinely afraid that Damon would leave her. Klaus hated the man, yes, but he wanted Caroline to be happy, and if it meant that he had to put up with him to do so, Klaus was willing. Klaus came over to her and said, "Hey, I'm sorry." He was speaking softly, and Caroline wanted to cry. "I'm sorry Care. I'm a judgmental bastard, I know, but I only want what's best for you. I don't want to see you sad like this. Was it Mike again?"

Caroline was silent, but she nodded. She didn't want to go into the details, but Klaus knew her like a book. He could practically read her emotions, and she knew it.

"It's going to be okay," Klaus said soothingly, rubbing her back, but Caroline didn't really feel any better. Instead, she sighed and checked the clock on the wall. It read one o'clock. She looked at Klaus, "I'm going to go get lunch. Chinese okay?"

Klaus nodded, and with that, Caroline was gone.

-x-

Damon was worried. He was worried about Caroline, especially after she lied about the nightmare she had. He knew she was lying. She was shaky, her body was practically trembling, and her voice was very shaky, uneasy even. She was far from fine, and he knew it. He knew she had a hard time letting people in, but he really wanted to be able to be there for her. She was just making it hard for him.

He parked his car in the parking lot, and started to walk towards Caroline's shop, but something stopped him.

"Damon? Damon, what are you doing here? It's a small world," said a voice, and Damon knew right away who that voice belonged to, and he froze.

"Katherine," he spat out. "What the hell are you doing here?"

Katherine smirked and shrugged. She looked at him, "It's good to see you too, Damon. It's been a long time."

"It hasn't been long enough," Damon muttered. "Go away, Katherine. I don't want to talk to you."

Katherine cocked her head to the side and said, "And who do you want to talk to? Maybe Caroline Forbes?"

Damon stopped, turned and looked at her, "What the fuck do you know about Caroline?"

"I know you tried to replace me with her," Katherine said, watching Damon intently. "But you can't. Do you know why not?"

"Because there's only one grade A bitch, and it's you?" Damon said through gritted teeth. Katherine smiled.

"Because she's broken, Damon. She's just a broken little girl. It's rather pathetic, if you ask me." She came closer to him and ran her fingernail down the length of his arm, "We used to have a lot of fun together. I know you remember."

He withdrew his arm from her touch, "Don't," he practically growled. "I don't want anything to do with you, Katherine. You don't want me, either, if you leaving was any indication."

Katherine laughed, "Silly boy. Of course I want something to do with you. I thought that you and I could have some fun together. You know, like we used to."

Damon sighed. How the hell was he ever turned on by her? She just seemed desperate to him now. Damon rolled his eyes, "I'm with Caroline now, Katherine. I don't want you anymore."

"How can you love a broken little girl like that?" Katherine said, turning vindictive. This was a part of her that Damon definitely did not miss. "I mean, look at her. Nobody wants her. You can't be serious."

Damon looked Katherine directly in the eye, and his blue eyes grew almost dark, "Caroline might be broken, Katherine, but she's a thousand times the woman you are, or ever were. She may be broken, but she has the best family anyone could ever ask for, and they couldn't adopt her, but they kept her. They chose her. That shows me that someone does want her. And you know what, Katherine? I want her, too. I want to be with her. She's independent, and fierce, and loving, and…and everything that you never were. You don't seem to be getting the message, but get this through your head. I. Don't. Fucking. Want. You. Anymore."

Katherine's lips formed a pout as she looked at Damon, "I'm not giving up that easily," she said, turning on her heels and walking away. Damon sighed; he didn't think she would.

-x-

Klaus witnessed the whole thing. They had just happened to be standing by Caroline's office window when Katherine came on to Damon, and Klaus heard before he saw. The thing was, however, that he witnessed Damon Salvatore turn her down. Part of Klaus was confused. Did Damon Salvatore just stand up for his sister? He figured that the Katherine that just approached him was the Katherine, the girl who had broken his heart and turned him into a playboy. Klaus sighed; maybe he had misjudged Damon after all. He ran out of Caroline's office, like he was on fire. He didn't want Damon to know that he had witnessed what he did.

Damon saw Klaus when he walked through the front door, "Where's Caroline?"

"She went to get lunch. She should be back in a few minutes."

Damon nodded. There was a moment of awkward silence, and part of Damon wanted to get to know this man better. Out of all her siblings, Caroline was the closest to Klaus, and Damon didn't want to have to make her choose, but he knew that this man disliked him very much – he may even hate him. Instead of saying anything, though, Damon just sighed and sat down. He figured he could just sit and wait.

Caroline came into the shop a few minutes later, holding a grocery bag. She reached into it and pulled out a container of food and handed it to Klaus, "It's General Tso's," she said. "I wasn't sure what you wanted."

Klaus nodded, "It's fine."

Caroline started to walk over to her office, and that's when she saw Damon. "Hi," she said. "How long have you been here?"

Damon shook his head, "Not very long. I just wanted to see you."

Caroline nodded, "I need to go to Mystic Falls," she said, pulling out her own box of food. "I've got to get started on the measurements and designs of the Miss Mystic Falls dresses."

Damon nodded, "Okay. Are you going to crash at the boarding house?"

Caroline shrugged, "Actually, I'm going to crash with Bonnie and Jeremy. It's been too long since I've actually spent any time with her."

"When do you want to go?"

"I'm going tonight – well, in a little while. Bonnie isn't expecting me to stay there until tomorrow, so I thought I could spend tonight with you and Elena, at the boarding house."

There was a moment of silence, and, for a moment, it felt almost awkward. Almost wrong. Caroline looked up at Damon, sadness in her eyes, "I'm sorry about this morning," she said. His eyes softened. "I mean it. I really am. I just…sometimes I have these nightmares, and they really do haunt me."

"I shouldn't have pressed you for information," Damon said after a moment. "I know you'll talk when you're ready."

Caroline nodded and continued to eat her lunch. She was fighting an internal battle with herself whether or not to tell Damon about her dreams. There was nothing he'd be able to do, though, so she thought against it. She was almost grateful when Klaus knocked on her office door, saying, "Mother's here. She wants to talk with you."

After talking to Esther for a while, she decided that tonight, after she got out of work, she was going to go to Mystic Falls, so she could start measurements tomorrow. Esther could tell something was weighing on Caroline's mind, though, and asked, "What else is going on, Care?"

Caroline rubbed a hand over her face and sneaked a peek at Damon, who was just gazing out the window in her office. She sighed deeply before explaining to her mother, "My nightmares are back, and Damon wants to know what's going on. But I can't tell him."

"Why not?"

Caroline knew that she was being ridiculous, and so did Esther, if the look on her face was any indication. Esther had this annoying habit of being able to read her children like a book. It was almost as if she could read their minds. She always seemed to know what they were thinking.

"Fine, don't answer me," Esther said after a minute. "Besides, I know what you're going to say. You think Damon's going to leave. But, Caroline, you absolutely need to take those pills. The night terrors aren't here yet, but they will come. I can promise you that."

"Mother," Caroline started, "Maybe they won't come. With Damon here with me, I feel…I feel safe. Safer than I've felt in a very long time."

"Sweetheart," Esther said, giving Caroline a hug, "I know you do. Damon's good for you. But you know what? He's going to have to go home eventually. It's not like he can move in with you. Besides, you two haven't really been dating for that long, anyways."

Esther was right. That really shouldn't have surprised Caroline, though – Esther was usually right. Damon was going to have to go home eventually. Caroline sighed before telling her mother that she was going out of town for a few days and asking her to stay at the shop. She told her that she needed to get started on these dresses, and that she had to go to Mystic Falls to do it. She also told her that she didn't want to face Elena right now.

"That doesn't sound like you, Caroline," Esther said. "I mean, since when do you not want to talk to Elena? She's been nothing but good to you."

"I know, Mother, I know," Caroline said. "But you know that Elena knows me better than I know myself, and, sometimes, she seems to know what I'm thinking a hell of a lot better than I even do. It's almost scary."

Esther laughed, and then said, "Elena's been good for you, Care. She's family, you know, and she loves you a lot. You two may not be blood, but you're bonded. But I'll let you in on a little secret. Sometimes it's good to have someone like that, especially when you can't figure out what you want. Elena only wants what's best for you."

Caroline sighed, "I know that. I really do." She paused for a moment before adding, "I'm going tonight. It'll be a nice change of scenery, I think."

Esther nodded, "I think a change of scenery would be good for you, Care," Esther responded. Caroline nodded and went over to where Klaus and Damon were sitting. They weren't speaking to one another, but the silence was oddly comfortable.

"You wanna feed Lizzie while I'm away?" she asked Klaus. He nodded.

"Yeah. I'd be glad to take care of her. Spend as much time in Mystic Falls – you don't get to see Damon and your friends very often."

Caroline looked at Klaus quizzically – now that was pretty fucking weird. She didn't want to jinx anything, though, so she grabbed Damon and left her shop.

-x-

When Damon had his lips on hers, Caroline couldn't think coherently. All she could think was the way he tasted, the way he felt, and she was wrapped up in him. She loved being here with him. When he was standing in front of her front door, she just couldn't resist, and she pushed him up against the side of the house and laid one on him, so to speak. She got caught up in the kiss – there was just something about kissing Damon that got better every time she did it. Kissing him was a very enjoyable activity, and seemed to get better with time. Her arms automatically went around his shoulders and she cupped his cheek. She just loved the feeling of him, and he made her feel like every nerve in her body was on fire. It was a phenomenal feeling.

Caroline fumbled with her keys to unlock the door, not wanting to pull away from him. She didn't want this kiss to end. When she dropped her keys on the ground, however, she broke the kiss and muttered, "Goddammit." She bent down to pick up her keys and looked at Damon, "Just give me a second." She went inside, putting the code into the alarm, and then grabbed Damon by chest and pushed him up against the wall. She kissed him again, this time forcefully, because, holy fuck, did she ever want him. Damon could tell, too, so he pulled his lips away from hers and whispered, "Wrap your legs around my waist." She obliged and he carried her up the stairs, going into her room and dropped her on the bed. He turned around to close the door, but Caroline said, "Turn the lock, too."

"You want to be locked in here with me?" Damon asked, slightly surprised.

Caroline nodded, "It's so Lizzie won't disturb us. When we had sex before in here, she didn't bother us because I locked the door."

Damon nodded, turning the lock, but he couldn't help thinking that she must trust him, even a little, if she was willing to be in a locked room with him. Caroline stood up and grabbed him once more, pushing him down on the bed, "We don't have a lot of time. Nik comes home from work in about an hour and I want to be out of here by then." She removed Damon's shirt, and her mouth practically watered at his bare chest. She ran her hand up it and looked at him seriously, "I just really need you right now, Damon. Like really," she whispered huskily into his ear, and he shivered.

With some help, they were both out of their clothes before long and Damon was lying on the bed with Caroline hovering over him. He inserted two fingers inside her and he groaned.

"Holy shit, Caroline," he said, pumping his fingers into her, "You are fucking soaked."

"It's all for you, baby," she said as he withdrew his fingers. Not really thinking about it, Caroline grabbed his hand and sucked her juices off his fingers. She didn't mind the way she tasted, and with the other guys she'd been with, they seemed to really like it when she tasted herself. Damon was no exception; he watched her do this and he groaned as his cock hardened even more than he thought possible. Caroline reached over into the bedside table and pulled out a condom, ripping open the foil packaging and rolling it onto him, slowly. And even more slowly, so slowly that Damon thought he would spontaneously combust, Caroline slid onto his waiting cock. She groaned at the sensation; it just felt too damn good. But she didn't want slow lovemaking right now, so she started bouncing. She alternated with grinding herself on his cock, and then bouncing on it. Damon reached up and grabbed her breasts, pinching her nipples roughly. The sensation felt too good, and she started bouncing more enthusiastically. Caroline knew that she wasn't going to last for very much longer and leaned down to kiss him. Damon could tell that she was getting close, so he flipped them over so she was on her back and started thrusting inside her, going very deep. Caroline's cries of pleasure were getting louder and louder, and Damon reached in-between them, pinching her clit, and she shattered. She had probably the most intense orgasm she had ever had. His name on her lips pushed Damon over the edge and it wasn't long before he came, too.

He pulled out of her, pulling off the condom and disposing of it in the trash can beside her bed, and laid back down on the bed, "Come on, baby, just lay here with me for a few minutes."

She shrugged before lying with her head on his chest, just listening to his heartbeat. There was silence, but it was very comfortable. It took Caroline by surprise; she had never been with a man that she could be alone with and be completely silent and comfortable with. She took a deep breath and said, "You know, Damon, I'd never really cuddled after sex before you, but I really do think that I like this part. It's nice, and…almost soothing."

"Yes, I like it, too," Damon said, his arms around her. "Lying here, with my arms around you, it's…really nice. I like it."

They had only laid there for about ten minutes before Caroline, looking at the clock, got up. "I've got to pack for Mystic Falls, and then I really do want to be out of here before Nik comes home. However, Bonnie and Jeremy aren't expecting me until tomorrow, -"

"You're really going to spend the night with Judgey?" Damon asked, and Caroline rolled her eyes. "Why?"

"It's been a long time since I've spent any amount of time with Bonnie, Damon," Caroline explained, digging into her closet to pull out some clothes. "I miss her. I'm not as close to her as I am to Elena, and I want to be. I want to get to know my best friend again."

Damon nodded, but Caroline got the feeling that he didn't understand the way that she wanted him to.

"So anyway," she continued, since Damon cut her off, "I was thinking tonight we could get some dinner and I could stay at the boarding house. I mean, if you want me to."

"Hell yes, I want you to," Damon replied, probably almost too enthusiastically. "I want you to, and I know that Elena would really like to see you."

Within thirty minutes, Caroline was dressed and lugging two duffel bags plus her purse. Damon grabbed one of the bags out of her hand and cursed when he did so, "Holy fuck, Caroline, what the hell do you have in here?"

"My sewing supplies. Should be obvious with how much that thing weighs." Caroline put the code into the alarm system and kissed Lizzie on the head before going out the front door.

"Do you want to ride with me?" Damon asked Caroline. She made a face, thinking, before responding, "If I do, you're going to have to bring me back home when I come."

"That's no problem, you know that," Damon said, so Caroline nodded.

They fit all of her stuff in the trunk of his car and they pulled out of her driveway. Caroline looked at Damon, "Before we leave Richmond, we're going to eat at Maria's. Think of this as I'm taking you on a date."

"Who's Maria?"

"She's this really sweet woman that I know through Mother. I did the dresses for her wedding last year, and ever since, she's given me and my family a discount whenever we come in. She's a family friend and I'd love for you to meet her. She also makes really kick ass Italian food, the stuffed chicken marsala there is to die for." Caroline paused for a moment, remembering the night Damon had made that same dish for her, "It doesn't compete with yours, though, baby. Yours is probably one of the best I've ever tasted."

She gave him directions and pretty soon they were in the parking lot at Maria's. As they got out of the car, though, Caroline saw someone, and she could've sworn she was hallucinating, until he spoke.

"Caroline! And…wow, Damon Salvatore? Been a while, hasn't it?"

Caroline rolled her eyes, and grabbed Damon's hand, trying to calm him down, "Tyler," her voice waved, but she took a deep breath. She was not going to cry, especially in front of Tyler Lockwood. "What the fuck are you doing here?"