Caroline leaned against her elbows, feeling the ground dig into her elbows. She drummed her fingers against the grass and looked up into the night sky, resisting the urge to scream.

After she had told Matt about Vicki, he had shut himself off from her. Yeah, okay. Caroline understood how he was a guy and guys generally tried to pretend that they didn't have any emotions.

She got it.

But then he had taken one look at Elena and crumbled like brittle stone. The worst part was Matt hadn't even looked up when she had slipped out of the house, away from the house and away from him. Caroline thought they had been making progress. He had told her in that cramped sports car that he wanted her, not Elena.

'This sucks,' Caroline muttered under her breath. She collapsed her arms and felt her head thud against the earth. The fact that she didn't even care that she was getting dirt into her hair spoke volumes, she thought to herself.

'Care?'

Caroline lifted her head and then prompt laid back down.

'Hey Tyler,' she said, tone even.

'It's freezing out here. And it's wet.'

'I know,' Caroline replied, feeling the rain on her fingertips. She felt Tyler settle next to her.

Caroline had known Tyler since the first time he had shoved her off his sandbox. Mystic Falls was way too small for them not to have any contact. Tyler thought she was a bitch. Caroline thought he was a whore. They had spent the years circling around each other, barely speaking. Caroline glanced at Tyler out of the corner of her eye, taking in the lines around his mouth.

'You okay?' She finally asked, cringing inside. Well duh he wasn't okay. She'd heard about him and Vicki from Elena, from Matt, from everyone. Tyler was a notorious womanizer but whenever he was with Vicki, there was something different about the way he acted around her.

'No offence Caroline, but you're the last person I'd want to do a deep and meaningful with.'

'Whatever. Like I care anyways,' Caroline shot back, turning away. There was a ragged sigh and then something warm was settling over her. She grasped the jacket between her hands, casting Tyler a surprised look.

'Yeah, yeah. Don't have an aneurysm.'

'A word that's more than one syllable. I'm impressed.'

'Trust me. The fact that you know what syllable means blows my mind too,' Tyler shot back. Caroline pulled the jacket on over her shoulders, righting herself and crossing her legs Indian style. She picked at the frayed thread on the knee.

'So you're the one that found her?' Tyler said and Caroline blinked.

'I did,' she replied cautiously.

'Did she…I mean…' Tyler swallowed audibly and Caroline heard the pain lanced deep into his voice.

'Tyler,' she started and then faltered because what exactly was she supposed to say? Sorry about your dead whatever?

'Forget I said anything,' Tyler mumbled and flattened his palms against the grass. For some reason this made her panic because Tyler couldn't go away now. So she grabbed his hand and the warmth from his skin leeched into her own. Tyler glanced down at her grip and then flicked his eyes back up towards her.

'Just stay okay? Quit being such a drama queen,' she said, eyes averted. Tyler snorted but didn't move from his seat. Caroline let go.

'So how come you're out here?'

Caroline felt herself stiffen inadvertently. 'Elena came over and I thought I'd give them some space, you know?'

'Huh.'

'What is that supposed to mean?' Caroline demanded. Tyler cocked his head to the side, giving her a wry smile. The moonlight painted the hollows of his cheeks and shadowed his gaze from her sight.

'You know he's still hung up on Elena right?'

There it was. What Caroline had been trying to avoid. She didn't say anything in reply and instead fixed her eyes straight ahead.

'I said Matt's still hung up on-'

'I know okay!' Caroline burst out, balling her fists. 'I know that no matter what I do it's just never going to be good enough for him. I just know, okay?' She hated the way her voice wavered towards the end and Tyler blinked at her outburst.

'Then why are you still with him?'

Because he makes me feel safe. When he holds my hand I feel wanted. I don't feel any of those things Damon said I was whenever he's around.

'Why does it matter? Last I heard you weren't exactly Team Caroline,' she remarked bitterly and Tyler shrugged.

'Matt's my boy,' Tyler shrugged, as if that explained everything. 'And I've been an asshole to a lot of girls. So when he said he liked you, I thought I'd stop the train wreck.'

'Gee, thanks.'

Tyler simply hummed under his breath and Caroline rubbed the lapel of his jacket between the pads of her fingers.

'You know, before Vicki died I took her for granted. She was the only one that gave a crap about me and I couldn't even treat her right.'

'You really liked her, huh?' Caroline prompted softly.

'Doesn't matter now. Not like she's going to hear me say it,' Tyler muttered with a hint of self-deprecation.

Caroline remembered the way Damon had made her feel, reached up to rub the scar on her neck. The scar tissue was slowly flattening but it was still there, as well as the marks littered down her back. That was the night Matt had carried her home, had stayed with her in bed and held her.

Maybe that's the only time he didn't see you as Elena.

'Tyler, we need a drink,' she announced definitively.

'What?' Tyler appeared confused.

'Let's go. My dad left this awesome bottle of scotch behind before he hightailed it out of town with his boyfriend.'

'What about-'

'Trust me, Matt won't even realize I'm gone,' Caroline informed him bitterly. She climbed to her feet and stretched out the palm of her hand towards him. Tyler looked hesitant before reaching out and enveloping her small hand with his.

'This doesn't mean we're friends,' Tyler said and Caroline nods.

Because they were both just two people who couldn't have the people they cared about say it back. And maybe that wasn't exactly friendship, but Caroline thought it was enough to have something in common.

Matt knocked on Caroline's door the next day, shoving his hands in his pockets to ward away the early morning chill. After spending some time with Elena, and getting away from his mom and her bottles of alcohol, Matt thought he should check up on his girlfriend. Caroline had been there one minute and gone the next. But the grief had been so strong, so there, that Matt honestly hadn't even realized that she was missing until Elena had asked where she was.

No answer.

Matt knocked again, leaning over to look at the driveway. The Sheriff's squad car was gone, something which he was eternally thankful for. The pity in Caroline's mother's face hadn't helped him keep up a strong face. The thudding of footsteps came from somewhere in the house and Matt twisted the fabric of his pants, narrowed his blue eyes when he saw who was standing in front of him.

'Ty?'

His best friend looked hungover. The whites of his eyes were bloodshot and there were dark circles migrating downwards from under his lids. His clothes were crumpled and Matt thought he could smell alcohol on Tyler's breath when he spoke.

'Matt?' Tyler asked, voice rough. The other boy was squinting at Matt, looking queasy.

'Yeah, it's me,' Matt answered and resisted the urge to step back and check that he had gone to the right house.

'Dude, people aren't even fucking awake yet,' Tyler groaned, clapping a hand over face.

'Why are you…I mean…' Matt fumbled.

'Cee's upstairs,' Tyler replied, stepping inside. 'Come inside if you want because the sun is killing me.'

Matt walked inside wordlessly, hearing the door close behind him. He spotted the couch and was relieved to see a pillow and blanket crumpled up in a corner. Tyler stumbled over towards the worn blue sofa and collapsed, landing face first into the cushions.

'What the hell happened to you?' Matt questioned, still in the same spot. Tyler barely lifted his head when he spoke.

'Dude, all I remember is a bottle of scotch and Cee not shutting up.'

'Cee?' Matt murmured, wondering when Tyler and Caroline had progressed to the point where they had nicknames for each other. As far as Matt knew, his girlfriend and best friend couldn't stand each other on the best of days.

'Ty? Who is it?' Caroline called from somewhere upstairs and Tyler winced at the noise, grabbing a pillow and smothering himself with it.

'It's me,' Matt yelled back, grinning when Tyler gave him the finger. Soft footsteps padded down the stairs and Matt took in Caroline's long blonde hair curling around her shoulders, the dark red robe cinched at the waist that revealed something lacy underneath.

'Hey,' Caroline greeted him, keeping some distance between them. 'Is something wrong?'

Matt furrowed his brow. 'No. I just wanted to come by,' he told her lamely; recognizing that telling her that she had slipped his mind wasn't the best thing to say.

'Oh. Okay,' Caroline muttered, tucking a strand of hair over her ear. She looked over his shoulder and shook her head, affording a small smile as she saw how Tyler had chosen to ignore their presence.

'You want some coffee?' Caroline asked him and Matt nodded, unsure of what else to do.

'That would be sweet,' Tyler interjected and Caroline rolled her eyes.

'If you're expecting breakfast in bed, you're even dumber than I thought,' she said over her shoulder as she made her way towards the kitchen in the back.

'Dumb blonde,' Tyler said, loud enough for Matt to hear.

'Dude, seriously,' Matt demanded, walking over towards the couch and lifting the pillow away from Tyler. 'What the hell are you doing in my girlfriend's house drunk off your ass?'

Tyler snorted. 'Oh, you mean Elena isn't here anymore?'

'What are you talking about?' Matt shot back, letting the pillow fall limply from his grasp as Tyler leveraged himself up.

'Please man. Acting stupid is my department. Trust me, no one missed the way the Earth stopped spinning when Elena walked into the house.'

'Guys!' Caroline's shout made them both turn towards the kitchen.

'Did she say something?'

'Cee and me, we bonded. Shit went down,' Tyler commented absently.

'Look Elena just…she's just Elena you know? Care doesn't know me the same way Elena does,' Matt said softly. The haze around Tyler's face cleared for a moment and hardened.

'Then stop stringing Caroline along,' Tyler said, voice raised and Matt took a step back.

'I'm not!' Matt denied, matching his tone. A part of him realized that Caroline could hear them. 'Besides, this coming from you?'

'Yeah okay. I'm not going to deny that I'm a complete douche when it comes to girls-'

'You treated my sister like crap!' Matt railed back; remembering the hurt looks Vicki had worn whenever she had spoken with Tyler.

'You think I don't know that, huh?' Tyler said, pushing Matt's chest with his fingers.

'Well I sure as hell didn't hear I'm sorry when she was alive!'

'Caroline's here so why don't you take your own advice and tell her that?' Tyler retorted, jabbing Matt's chest again. There was something feral in Tyler's eyes that made Matt want to step back but he held his ground instead, staring his friend down. Suddenly there was a small hand curling around his shoulder and Matt looked to the side to see Caroline glaring at them both.

'Stop it,' she hissed between her teeth.

'What? We both know I'm right,' Tyler stated with a cruel smirk and Matt clenched his fists.

'Are you deaf Lockwood? I said quit it,' Caroline replied, pulling Matt back from Tyler and inserting herself between both boys.

'You defending him now?' Matt asked, incredulous. Caroline bowed her head, her hair sweeping down to cover her face from his view.

'Matt, I think you should go,' she told him.

'Excuse me?' Anger lingered on the tip of his tongue.

'You heard her,' Tyler mocked and Matt inched forward.

'Tyler, shut up,' Caroline said, exasperated as she grasped Matt by the forearm and dragged him towards the front door. The muffled thump of Tyler falling back on the couch reached his ears before Caroline all but shoved him onto the front porch, closing the door behind her with a snap.

'You're letting him stay in there?' Matt thought he was shouting. Caroline lifted her gaze and he was taken aback by the sadness crowding around the edges.

'You know his dad would kill him if he came back like that,' she offered. Matt dug his fingers into the palm of his hand.

'Listen, about last night…'

'Matt, I get it okay?' Caroline answered and she sounded weary, like she had said this a million times but he had never really listened. 'But I think right now you need to be with Kelly.'

'Get what?' He repeated her words, the frustration curling around.

'Go home Matt. God, I can't even imagine what you're going through but I do know that your Mum needs you,' Caroline responded instead of answering his question.

'Care,' he reached out to touch her but she flinched away.

'You just found out about Vicki. Let's not do this right now.'

'No,' Matt insisted. 'I want to do this now.'

Caroline sighed, running her fingers through her thick hair. Matt watched, fascinated, as small rings slide and fall back into place.

'I think you were right when you said this isn't going to work out.'

The words hung like a stone between them.

'Huh?' Matt whispers hoarsely. Caroline swallows audibly and focuses on the rose bush planted below the stairs.

'You're not over Elena-'

'Oh god. This again?'

'Yes again,' Caroline snapped back and there is that familiar fire in her eyes, pulling taunt at her features. 'Again Matt because no matter how many times you tell me you're not still pining after her, Elena is still going to be this thing between us.'

'Is this because of last night?'

Caroline gives him a look that is part broken and Matt feels guilt crawl through his skin.

'You took one look at her and that was it. It was like no one else existed,' she told him gently, as if wanting him to believe her words. 'And I like you Matt. I do. But I'm just sick of being Elena Lite.'

'She's with Stefan,' Matt countered and it sounded desperate even to his own ears.

'And if she wasn't you'd be with her,' Caroline said with a sense of finality. Matt pressed his lips together, biting down on his tongue.

'I'm still here if you need anything.' She gave him a soft, weary smile that spoke of things he could have if he just tried hard enough.

'I know,' he replied, kicking his feet against the wooden floor.

'I'll stop by later with some food,' Caroline seemed unsure about how to say goodbye so she settled for nodding her head, touching his arm with the barest brush of her fingertips. Matt watched as she locked the door behind her, only moving down the steps when he hears her tell Tyler that she isn't his maid.

As he opens the door to his truck, Matt caught a glimpse of the couch. Tyler had an arm around Caroline's shoulder, his fingers playing with her hair the way Matt had wanted to before.

Matt slid into the cab, eyes still on the scene. Caroline had rested her head against Tyler's neck and they were both just sitting there, Tyler's mouth moving while Caroline patted his hand once.

'Fuck,' Matt breathed, leaning his forehead against the steering wheel, trying to push away the feeling that he'd lost hold of something that could have been amazing.