Stefan was pacing the hallway outside of Caroline's room. He was rehearsing the script of what to say to her. He had saved this goodbye for last. He knew it would be the hardest. Finally, he got the courage to knock on her door.

"Come in." came her chipper voice.

"Hey." Stefan said walking in and shutting the door behind him. "Got a minute?"

"Of course." She could tell something was bothering him. "Everything okay?"

"Yeah. Uh, no. Kind of." He ran his fingers through his hair as he took a seat on her bed. "This is really hard for me to say to you, Caroline."

She didn't know where he was going with this, but she didn't like it. She couldn't breath, not that she needed too. "Stefan?" her voice was shaking.

"Being here, it's not right for me anymore. Not right now." he looked down avoiding her sad eyes.

"No, are you… Are you leaving?" she could barely get the words out. She couldn't think straight. He couldn't be leaving, not when everyone needed him. Not when she needed him.

"There's nothing good here for me. I need to find a way to bring Damon and Bonnie back, and I can't do that here."

"Then I'll come with you. You might need some help. I could…"

He shook his head. "I need to be alone."

"None of us need to be alone right now, Stefan." She could feel the lump in her throat.

"I'm sorry. Please, understand that this is what's best for me."

"What about what's best for the rest of us? What about me?"

"You are so strong. I know you'll be okay. You'll all figure it out." He could tell this was hurting her as much he was hurting, but he couldn't show it. "And I'll be back. I promise."

Caroline just nodded, not knowing what else to say to make him stay. He squeezed her hand before walking to the door.

"Stefan," she said as he was reaching for the doorknob, "I… I love you." The words were out of her mouth before she knew what she was doing.

Stefan, who was frozen at the door, took in a deep breath. Ever since Lexi suggested it the thought had crossed his mind on several occasions, but he never brought it up. They were friends, best friends, he didn't want to mess that up.

He slowly turned to face her. "Caroline, I can't do this. No one can make me change my mind Not even you." He turned back and reached for the door, needing to get out of there. When he closed the door behind him he noticed Elena standing in the hallway. She had clearly been listening.

"I was just walking past. I didn't mean too.."

"I'm leaving soon." he said heading toward his room.

That night everyone, but Caroline, went down to see Stefan off.

"Where is she?" Stefan asked only loud enough for Elena to hear.

"She won't come down."

He nodded, this wasn't how he wanted to leave things with her. He knew she'd be mad about him leaving, but now after he had rejected her she probably hated him.

After everyone had said their goodbyes Elena walked Stefan out.

"You sure you have to go?" she asked leaning against his car.

"Yeah, I am. I know this is the only way I'll find a way to bring them back."

Elena had tears in her eyes. "I'm losing you too."

"I'm coming back and I'll bring him back to us too. I'm bring them both back." He ran his hands down her arms. "I promise, Elena."

She nodded and he pulled her into his arms. Caroline, who was watching through her window, shut the blinds in anger at the sight of the hugging.

"Make sure she's okay." Stefan whispered "You two need to look out for each other."

"You look for yourself." Elena told him pulling away. "Goodbye."

"Goodbye, Elena."