They ran as fast as the possibly could, but Stefan and Caroline were too late. They didn't even try to hide their vamp speed from the hospital employees, they just sped past them right into Liz's room.

Caroline rushed to her mothers bedside, already starting to understand what was happening. No one was doing anything. There was no doctor there. She wasn't hooked up to any monitors. Caroline listened for her mothers heart, but heard only the sound of her own sobs. She took her mothers hand, refusing to let go.

Stefan stood behind her, trying to find a way to make this easier, to take away Carolines pain. Damon and Elena stood against the wall, Elena softly crying while Damon consoled her. Matt looked on in shock at the scene in front of him.

"I should have been here. She needed me." Caroline's sobs made it impossible for Stefan not to step close to her, and comfort her with a hand on her shoulder. "It wasn't supposed to happen this way, I was supposed to be here. I wasn't supposed to..." She trailed off and let the tears overwhelm her.

Caroline stayed there, at her mothers side for the next few hours. The others had left, to give Caroline time alone with her mother, except Stefan. Stefan compelled the doctors to let Liz stay there instead of bringing her to the morgue. He knew Caroline needed more time before saying goodbye. He just sat on the couch in the room, watching her, being there for her.

Eventually, Stefan knew it was time to move Liz. He knew her body would start breaking down soon and he didn't want Caroline to have to experience that.

"Caroline- I think its time." Stefan approached her slowly. "I'm sorry, but I think we should let the doctors take her."

Caroline's voice was without tears or any emotion. "No."

Stefan was taken back by her rejection and the tone of her voice.

"Caroline-"

" I SAID NO!" Caroline whipped around and screamed into Stefan's face.

She composed herself before continuing. Her emotionless voice returned, "No one is touching her."

"Caroline- I know this is hard, impossible really. But you can do this, you're strong. You will survive this." Stefan put his hands on Caroline's arms and stroked her skin with his thumbs.

"Stefan." Caroline paused. "You can leave now."

She turned away from him and back to her mother's body.

"Alright, brother. You had your chance." Damon's voice came from the doorway. "Its my turn now."

Stefan looked suspicious but was willing to try anything to get Caroline to listen.

He stepped aside and motioned for Damon to give it a shot.

Damon stepped forward. "Caroline. Listen..." With no warning Damon vamp speed behind Caroline and snapped her neck.

Stefan's eyes grew wide and his mouth fell open. He rushed to catch Caroline before she fell.

"Damon! What the hell!" Stefan's voice was full of shock and anger.

"Oh calm down Stefan. She's fine, vampire remember? She wasn't leaving without a fight. You and I both know that. This saves you from having to do it later. Now we can just carry her out of here and the docs will just think she fell asleep." Damon turned away from him to walk out the door. "Ill get someone to bring Liz downstairs."

Damon left.

Stefan looked down into Caroline's face. She looked so broken, his face fell as he placed a kiss on her forehead.

Stefan carried Caroline home. He laid her in his bed and covered her with a blanket. He brought a couple blood bags from the basement and a bottle of bourbon upstairs and put them next to the bed.

Stefan poured himself a glass of bourbon and grabbed a book from his bookshelf. He couldn't sleep. He wanted to be awake when Caroline woke up. He sat in a chair next to the bed and opened the book.

He tried to read the words on the page but tears swam in his eyes and forced him to blink and look away. His eyes landed on Caroline. Her face had settled into a more peaceful position and he lost himself in her.

Will she be okay? Will I be able to help her? What if she turns it off? Her voice, the way she spoke to me...I would have never thought Caroline of all people would turn off her humanity but...

Stefan stayed there all night, watching Caroline, willing her to awaken with strength. He would occasionally try to read the book now laying on his thigh but the words all jumbled together and he couldn't make out what the story was about.

When Caroline woke up she stayed silent. The first thing she saw when she opened her eyes was Stefan in the chair next to her. He was staring at a book in his hands but shaking his head and looking at the clock.

"She was alone." Her voice was soft, full of emotion this time. Caroline continued to lay there, motionless.

Stefan's head jerked towards Caroline and he instinctually rose and walked over to the bed.

"hey, i'm so sorry. Damon-"

Caroline interrupted him, "-did what needed to be done."

Stefan lowered his eyes but nodded slightly.

"I'll never forgive myself, for not being there." Caroline's voice shook. " Her last moments on earth, and her daughter was no where to be seen." She shook her head and closed her eyes. "So selfish..."

Stefan sat down on the bed next to her.

"Caroline, life isn't about your final moments. Its about the moments that led up to them." He reached over to Caroline's face, brushing the hair from her cheek and tucking it behind her ear. "Your mom had a wonderful life full of you by her side. You have been there for her so much these last few weeks, she knew how much you loved her. Nothing can change that."

Tears welled up in Caroline's eyes. She brought her hands to her face to hide. She tried to hold back the flood coming, but it was useless. Her chest heaved as she let go and sobbed.

Stefan laid down next to her and pulled her to his chest. He held her as she cried. He held her so tightly, so protectively, Caroline knew she was safe. She could release her tears, she could fall apart, because Stefan would be there to help her put herself back together again.

The next few weeks were spent like this. Caroline would sometimes go a whole day, keeping it together only to fall to pieces before she fell asleep. Stefan would be there for her, holding her, comforting her through the night.

Slowly Caroline's tears dried up and she started to live life without the weight of her despair.

One evening, Stefan came home to find Caroline studying in the armchair by the fireplace.

"Hey, getting back to school?" He walked towards her smiling.

Caroline closed the textbook on her lap. "Trying. Its been awhile." Caroline stood up and put the book on the table next to the chair.

"Stefan listen," she walked towards him, stopping only a couple feet away. "Thank you. Thank you for being here for me, for not letting me lose control. I don't know what I would have done with out you here, supporting me."

Stefan took a step forward. "There is no where i'd rather be. Caroline-" Stefan paused and searched her eyes. Caroline was smiling back at him and it gave him the courage to continue.

"I love you."

Caroline's smile became soft and her eyes brightened. She stepped closer to Stefan and wrapped her arms around his neck and Stefan wound his arms around Caroline's waist.

"I love you too Stefan."

Stefan's smile was the most beautiful thing Caroline had ever seen.

Caroline angled her face up to Stefan's and he placed his lips on hers. They kissed slowly and softly. Stefan pulled away for just a moment kissing her cheek and whispering in her ear. "I've missed this."

Caroline giggled softly, a sound Stefan hadn't heard in a long time. She brought her face back so she could look into Stefan's eyes.

"When will Damon and Elena be home?" There was something in her eyes that made Stefan feel like he was on fire.

"They are visiting Jeremy, they wont be home tonight." A playful smile reached his lips.

"Perfect." Caroline smiled back at him before crushing her mouth onto his.

They kissed with passion, their hands exploring each others bodies, pulling off the clothes they no longer needed. Stefan took the opportunity to see Caroline's body every chance he got and couldn't believe how lucky he was to finally have her, like this, in his arms.

They made love for hours, taking breaks and talking and cuddling. Then one of them would kiss the other and their passion reignited instantly.

When the sun came up they found their way to Stefan's bed upstairs and fell asleep in each others arms. Both of them blissfully happy, in the arms of the one they love.