Author's Note: Picks up right after the end of 2.16 (The House Guest), so spoilers through that episode. I'm rating this 'M' for later chapters. As always, no explicit content will be posted on per their guidelines. All NC-17 material can be found at my personal writing site, Evening on the Ground. See my profile for the link and instructions on how to join (it's 100% free).

Caroline could feel her control bleeding away. She scrabbled for the fraying ends, but they slipped through her hands. It was a twisted, awful dance now that made her chest ache. She stepped forward, he staggered back. He lunged forward and she skittered away. Neither gained or gave an inch.

"Matt, please," her voice cracked on the last word, pleading. She held her hands up, surrendering and blocking. Defense and offense.

"What the … what the hell, Car," he hissed, his blue eyes wide and wild as they looked for an exit. He looked like a trapped animal. The fear and hatred twisted his face so it was unrecognizable.

This wasn't the boy she fell in love with. Not the boy she humiliated herself for hours earlier by singing in public. The boy she risked her life for by compelling the lead singer of the band in public. If Damon found out about her little stunt it would be all the ammunition he needed to kill her once and for all.

"It's OK," she assured him, wincing at the hollow ring of the words. "I'm not going to hurt you."

He shook his head, chest heaving. The blood was roiling through his veins, pumping hard and fast with desperation and adrenaline. The effect was intoxicating and she ground her teeth together when she felt her canines sharpen. She willed her eyes not to darken, for the veins to claw to the surface of her pale cheeks, but she knew it was pointless. His eyes bulged even wider and she shifted back on her heels.

"This isn't happening," he whispered, horrified. He started to edge towards the back door. "This is a dream, right?"

Her heart wrenched and she choked down a sob. Her vision was blurring with tears. "Matt—"

"Who are you?" he asked, finally looking her in the eye. His mouth twisted. "What are you?"

She clapped a hand to her chest. "I'm still me," she pressed, taking a step forward. She stopped when he moved closer to the door, his fingers already extended blindly behind him, feeling for the knob.

"Caroline … I don't understand."

"Then let me explain," she begged. "I promise, I can explain."

"Are you … you're a vampire?" The words came out strangled and strange, his voice wooden and flat. His fingers flexed and then balled into fists.

Her eyes slid shut. "Yes."

"You kill … people?" Matt's hand closed around the doorknob.

She blinked her eyes open. "No," she swore vehemently. "No."

"You've never killed anyone?" he challenged, the dark fire in his blue eyes foreign to her.

The question went right to her heart, as sharp and deadly as a stake. He knew her too well. Knew how she would hedge around the truth when she wanted to protect herself or someone she loved. Like she wanted so desperately to protect him.

She tried to form words, but in the end she couldn't find them. Caroline Forbes was at a loss for words. Her arms hung limply by her sides and she bowed her head.

"Have you ever killed anyone, Caroline?" he demanded, anger pulsing off of him. "Like Vicky?"

"I never killed Vicky!" Her head shot up, eyes wide. "I wasn't even like this then."

"When? When did this happen?"

"After the accident," she replied, clinging to any chance she was given to explain herself. If she could just make him see that she was still the same. That they could still be the same. "I woke up in the hospital and I was like … this. I didn't have a choice, Matt!"

His brows knit together in concentration. A muscle fluttered in his jaw. "So you didn't kill Vicky."

"Of course not!"

"But you killed other people? Other humans?" Matt snapped, his words cold and hard.

Guilt flooded her, sweeping her away in a wave of regret and shame and humiliation. She couldn't look him in the eyes anymore. She stared at a spot over his shoulder. "I didn't mean to."

"But you did?" he pressed, relentless.

"Yes," she whispered, broken and defeated.

"And this is what you've been keeping from me? The real reason you broke up with me?"

She nodded, barely able to make out his form through her tears. She blinked and they fell free, shattering against her pale cheeks. "I wanted to protect you."

Realization dawned on his face. "Tyler. Tyler knows?"

Caroline clenched her teeth and nodded slowly, already resolving not to tell Matt the truth about Tyler. It wasn't her secret to tell. Besides, if this was how he handled finding out his girlfriend was a vampire she didn't want to see what happened when he discovered his best friend was a werewolf.

Matt stared at her for several heartbeats and then he held his hands up. "I can't do this, Caroline. I just … I can't."

Panic clawed at her throat, choking her. "You can't—"

He started to open the door, but she beat him there in a flash. With a flick of her wrist she slammed the door shut, making herself a barrier between him and the door. She flinched when he jumped away with a cry of surprise. He moved too fast, tripping over his own feet and landing in a heap. His head smacked against the wall with a hollow thwack.

"I can't let you leave," she whispered. Determination glinted like steel in her eyes as she resolved herself for what was coming next. What had to happen next.

"Let me leave?" he hissed, scrambling to his feet. Terror made his pace quicken even more. "What do you mean you can't let—"

"I'm sorry, Matt." Caroline was in front of him before he could react, grabbing him by the shoulders with her small hands. She caught his gaze and forced him to submit to her. She felt the tension drain out of his muscles as he let her inside his mind.

Her eyes widened as she began to compel him. "This never happened." The words came out mangled and thick through crying.

"This never happened," he repeated in a blank monotone. His jaw went slack.

Caroline blinked back tears but forged on. "You were never stabbed in the Grille. I never saved you. You fell and hit your head, and I brought you back here."

"I fell."

"Right," she murmured, moving her hands up his broad shoulders and cradling his face in her hands. "You memory got a little fuzzy and you have a headache, but you're fine. We're going to be fine." She let him go and stepped back with a hard blink, breaking the connection of the compulsion. She leaned back against the wall and let her eyes slide shut.

A warm hand closed over her shoulder. "You OK, Car?"

She looked up to see Matt hovering over her, his face screwed up with concern and worry for her.

"I … I'm fine," she stammered, straightening. Her eyes narrowed. "How are you?"

He smiled sheepishly and rubbed the back of his neck. "Got a headache. I hit my head pretty hard back there, didn't I?"

She nodded slowly, swallowing back another sob. She could still feel the horror rolling off him in waves as he recoiled from her only moments earlier. She could feel his hatred lingering, mingling with the sweetness of the way he was touching her now. It was her undoing.

His blue eyes softened. "Hey. What's wrong?"

Caroline bit her lower lip and threw her arms around his neck suddenly, making sure she kept her strength in check. Even still, she felt his startled gasp as she squeezed a little harder, but his arms circled around her nonetheless.

"I thought I lost you," she finally whispered, her words muffled against his shoulder.

A chuckled rumbled through his chest and he tangled his hands in her hair, angling her head back. His eyes were warm and loving. He swept a thumb across her cheek. "I'm right here."

She nodded, swallowing hard. Tears leaked out of her eyes and she shuddered when he caught them with his fingertips and brushed them away.

"Besides," he went on, his tone shifting to something more playful. He bent his knees to meet her eye level. "I just got you back. I'm not going anywhere anytime soon."

A strangled laugh caught in her throat. "Promise?"

Matt pressed his lips to hers, hot and gentle. He pulled away and glanced at her, adoration shining in his eyes. "Caroline, I love you. Nothing's ever going to change that."