Breathe Caroline. Just Breathe. In. Out. In. Out.

Caroline was trying the new breathing techniques Stefan showed her, but they weren't working. Focus on something to keep your humanity, but that was the thing, Elena was her humanity. Caroline had loved Elena since they were kids, and now, those feelings were only amplified.

Caroline knocked on Elena's door. She really needed somebody right now, she just needed somebody to help her control her bloodlust. She really didn't want to bother Stefan again. She felt like she hadn't left his side since she became a vampire.

Jenna opened the door. Caroline smiles and asks, "Is Elena here?"

Jenna smiles. Sweet, innocent, oblivious Jenna. "Yeah she's in her room, head on up."

Caroline says, "Thanks."

She walks past Jenna and looks down, avoiding her neck. Caroline will not eat Elena's aunt. She hurries up the stairs quickly and goes into Elena's room. Elena isn't in here, so she wonders if Elena snuck out and lied to Jenna. She turns to leave, but she hears a heartbeat.

Caroline tries to focus on the sound. Remember how Stefan told you to follow your instincts. She realizes Elena is in the bathroom, and she hears the shower water running.

Caroline knows she shouldn't, but she opens the door. Elena is facing away from her, and she is completely naked. Caroline looks at Elena, up and down. She stops at her ass. God Elena has a great ass.

Carmine can just picture herself holding that ass every night when she goes to sleep. Elena steps in the shower and closes the curtain. Except, she only has one curtain at the moment. She has the clear curtain, but not her white one that goes outside of it. Caroline figures she must be washing the other one right now, and she is thankful. She can still see Elena's figure, but not all of the glorious details of her body.

Caroline opens the door more and steps inside. She turns around and closes the door quietly. She sees Elena's necklace on the counter. Caroline hears Elena's heartbeat over the shower. It is so loud that she can't block it out. Caroline moves so she can barely see Elena. Elena's back is to her, the perfect view without getting caught.

She sees Elena's neck. Elena's beautiful neck. Caroline wonders what Elena would taste like. She imagines sweet, but not too sweet. She really hopes Elena's blood is B+. Caroline loves herself some B+.

Caroline decides she is going to find out, right now. She takes off her clothes quickly and steps into the shower.

Elena's turns around and jumps. She asks, "Caroline, what are you doing in my shower?"

If Caroline is going to do this, she can't have Elena screaming. She compels Elena, "Keep quiet and obey me." Elena nods her head.

Caroline can see the fear in Elena's eyes. She hesitates, does she want to do this. Yes, yes she does. Caroline can always compel Elena to forget what she is doing. Yes, Caroline will do that. Now that Caroline has all the details worked out in her mind, she is ready to start.

Caroline grabs Elena by the shoulders and yanks her towards her body. Caroline bites Elena in the neck. Elena starts to struggle, and Caroline pulls away. Caroline says, "Don't resist me. Let me taste you."

Elena nods and Caroline sees the fear in her eyes. Caroline says, "Don't be afraid Elena, you're safe with me."

Elena relaxes, and Caroline smiles. "Good.", Caroline says.

Caroline pulls Elena's body closer to her once more and bites down on her neck. Caroline grabs Elena's ass. It was as nice to hold as she imagined. Caroline sucks in more blood, yes, Elena is B+.

Caroline pulls back. She figured out what she wanted to, so why hasn't she compelled Elena to forget yet? Elena looks at Caroline confused as more blood pours out of her neck.

No reason to waste perfectly good blood, Caroline figures. She licks the blood off of Elena starting at her bite wound. She works her way down to where it is going. Holy shit. Caroline freezes. She has her mouth around Elena's nipple.

Caroline releases Elena and says, "Elena, I'm so sorry. We are just friends. Sometimes I just get really horny, and I don't know when to stop. I'm sorry."

Caroline looks down at the shower floor. She didn't want to do this to Elena. She didn't want to become Damon. Caroline became everything she hated.

Elena's small hand touches Caroline's chin and lifts it up. Elena smiles and opens her mouth, but nothing comes out. She fixes Caroline a hard look and Caroline suddenly realizes. Caroline says quietly, "You may talk, please don't scream or yell, though."

Elena says, "Care, I have no idea what it is like to be a vampire, but if you are hungry I am here for you." Caroline looks Elena in the eye as Elena continues, "If you are really horny, I can help with that, too."

Elena gets down on her knees and starts sucking on Caroline. Caroline nearly topples over. She has not had sex in a long time. Caroline feels Elena's tongue in her and nearly faints.

Caroline cums in Elena's mouths. Elena stands up and turns around to turn off the shower head. Caroline quickly pins Elena against the shower wall. Caroline can hear Elena's heartbeat quicken.

Caroline says, "At least let me return the favor."

Caroline sees Elena's eyes goes huge as her fingers start rimming around Elena's entrance. Elena mutters, "Please, Caroline."

Caroline freezes. She has loved Elena since they were kids, and now Elena is begging her. This has got to be the hottest thing in her life.

Caroline slips her finger into Elena and starts pumping. Elena quickly cums all over Caroline's finger, and Caroline licks her fingers clean.

Caroline grabs the body wash and pours some in her hand. She rubs her hands together. She starts by rubbing Elena's shoulders.

Caroline rubs down Elena's arms as Elena relaxes against the shower wall. Once Elena's arms are all soaped up, she moves to Elena's middle.

She rubs along Elena's collarbone. She moves down to her breasts. She rubs them up and down. Up and down. Up and down. Elena moans. Caroline smiles. Elena makes the most delicious sounds.

Caroline washes Elena's stomach. She evens gets her belly button. She washes Elena's pubic hair but moves on. She doesn't want to do that again unless she has permission. She won't become Damon.

Caroline bends down. She rubs Elena's legs. She cleans all around. She gets between her toes, too. Caroline stands up and pulls Elena's body onto hers.

Caroline grabs more body wash. She puts it on her hands and rubs them together. She can feel Elena breathing deeply into her neck.

Caroline washes the small of Elena's back. Then, Caroline starts to massage Elena's ass. Elena sighs into Caroline's neck. Caroline grabs Elena's ass one last time, then rinses her off.

Caroline gets a towel around herself, then she puts one around Elena, too. Elena goes to her dresser and gets some pajamas. Caroline puts her clothes back on that she discarded on the floor.

When Caroline turns around, Elena is already dressed. Caroline sighs, it is getting late, and she should probably leave. Caroline grabs Elena's necklace from the counter and walks back over to Elena.

Elena is sitting on her bed, and Caroline sits next to her. Caroline says, "Elena, thanks for everything tonight, but this can't happen again."

Elena opens her mouth but Caroline compels her, "Let me finish."

Caroline continues, "I have liked you for a long time Elena, but I know tonight didn't mean anything to you. You are too busy with the Salvatores you barely acknowledge me. Plus, I don't want to lose you as a friend, that's why I have to do this."

Caroline sighs. She really doesn't want to do this, but there isn't another way. Caroline compels Elena, "Elena, you will forget what we did tonight. You will remember I came here and you helped my control my bloodlust. After that, you took a shower then went to bed. Also, never take off your necklace in the shower." Caroline doesn't want any vampire or anybody touching Elena in their place. Even if Elena won't remember it. "Now sleep, Elena."

Elena falls back and Caroline catches her and sets her down on the bed. Caroline tucks her in. She puts a strand of hair behind Elena's ear. She leans in and kisses Elena's forehead.

Caroline lets a tear slip when she realizes that she didn't even kiss Elena on the lips. Caroline heads for the door. She turns around and doesn't look back.