I had to find Stefan, I knew something had to be wrong. He hadn't answered his cell or even called me one time all day. Something was wrong and I knew it. I didn't even want to think about the nightmare it would be if he was hurt, or worse.

I had finally made it to the boarding house after battling Caroline all day to get here. She was acting strange, even more strange than expected given her recent change. Although I had to take into consideration the amount of change she had gone through. She was now a vampire, and she had to let go of Matt. It couldn't be easy.

I made my way inside. There were lights on but Stefan wasn't anywhere in sight. I searched upstairs and down and then I made my way down to the basement area. Once I made it down there I heard a noise. It was the faintest sound of talking. I followed the noise down to the cell at the end on the stone walled hallway. I made it to the cell entrance and looked in. I grasped at my chest as it seemed my breathing had completely stopped. I walked backwards so fast I hit the wall behind me.

I walked in to find Stefan in a passionate kiss with Katherine. I stood for a moment and stared. He braced her heavily against the wall, her arms wrapped around his neck. They didn't even hear me. I guess something between a shocked exhale and a sob escaped my throat and they finally looked up.

Kathrine's mouth instantly curled into a dark smile. Stefan's face took on a look of horror.

"Oh my god, Elena." He said. He jerked out Katherine's hold and began to walk towards me.

I began to back away. "Don't come near me." I shook my head violently.

"No, Elena, let me explain." Stefan pleaded. His hand reaching toward me as he made his way to me.

"No! Get away from me!" I said and I turned and ran. I heard him close behind me all the way until I reached the living room and then it seemed that he stopped. I left without even looking back.

I remembered as soon as I made it outside and down the driveway that I had walked the rest of the way here from where Caroline was waiting for the tow truck to pick up her car. I began to run, hoping if I ran fast enough I would catch them still there. I began to wonder if Caroline was stalling me because she knew what was going on. But how could Caroline know about that? I felt the sting of tears begin to burn in my eyes. I couldn't believe I saw Stefan kissing another girl. Kissing Katherine!

My chest was tight with pain. I made it back to the original spot I walked from and realized they were already gone. I pulled out my cell and sat down on the side of road trying to catch my breath. I dialed for Bonnie but the phone wasn't ringing. I pulled my phone back to look at it and realized I had no signal. I sighed and laid back tossing my phone to the side. I looked up at the clear night sky and let the tears fall, steaming down the sides of my face and soaking my hair around my face.

Then I heard a rustle in the edge of the woods behind me. I jumped up and looked into the woods. I saw nothing in the shadows but they were so dark I couldn't be sure.

"Hello!" I called. I began to get spooked. I began to run again, heading down the road. Behind me I noticed headlights were approaching. I slowed down a tiny bit not to draw more attention to myself than necessary. I didn't get my wish however. The car slowed and came to a stop beside me. I heard the drivers side window roll down, but I continued to power walk looking straight ahead.

"Elena?" I heard a girls voice say. I looked over to find Meredith, a girl from the high school. We had been good friends growing up but time managed to take us on different paths. It wasn't a bad thing though.

"Meredith, Hi." I tried to smile, tucking my hair behind my ear. I felt the burn in my cheeks from embarrassment.

"Do you need a ride? I'm heading to the bar&grill. I have to meet my parents there for dinner." She said.

I looked around me trying to gather the courage to say no thanks, but the road looked even darker in the presence of an actual car. I nodded and smiled and got in.

I tried very hard to keep myself together on the way to the bar. I figured once I got there at least I'd have signal on my phone and I'd be able to call Jenna or somebody. We chatted lightly, and if it hadn't have been for the current nightmare of a situation it would have been really nice to play catch up with Meredith. We made it to the bar and I waved polity and thanked her as she made it to her parents.

I pulled out my phone and sighed with relief as I had full bars.

"So, I'm pretty sure I pissed off the wolf." Damon's voice began over my shoulder. I nearly dropped my phone from him startling me. I turned to face him and rolled my eyes.

"Who do you NOT piss off Damon?" I snapped.

His eyes widened and he threw his hands up in mock surrender.

"Whoa, I'm sensing a little hostility." He smiled. "Well, a little more than usual." He said.

I sighed.

"Look Damon, I'm having an awful night and the last person I was planning on running into was you." I said shaking my head. I looked back down at my phone and left Damon standing there. I walked out into the back ally way to escape all the noise. I began to dial for Jenna when my phone started ringing. I noticed it was Stefan and my stomach twisted. I picked it up.

"Elena, please.." I heard Stefan say but I quickly hung back up. I felt another sob began to escape me. I let the fresh tears form in my eyes. I turned to walk but I ran straight into someone. I looked up to see Damon looking down at me, his brows pulled together in question.

"What's going on Elena?" He said.

"Damon I told you I'm just having a bad night. So please just..." I didn't even finish the sentence because I couldn't stop the tears anymore. I began to sob uncontrollably.

"Hey, hey...it's okay." Damon said reaching out for me. Somehow I was upset enough to let him pull me into an embrace. I laid my head on his chest and cried. At first I was uneasy and was trying to back away but then I just gave in. The force of his arms around me felt sincere. It felt comfortable and I just needed comfort in that moment. I felt his cheek rest on the top of my head.

"Elena, what's going on?" He asked quietly.

"He kissed Katherine." I stated and then the tears came on harder. He said nothing, just continued to let me cry into his chest. After a while when my crying had become just quick burst of inhales I backed away and noticed I got eye make up on his tan shirt.

"Oh, I'm sorry." I said, my voice scratchy and congested. I reached out and tried to wipe it off.

He looked down at what I was doing.

"Oh, please. I've got plenty of very expensive cloths. No worries." He grinned.

I sniffled and stared down at my shoes suddenly feeling tension. I grabbed out my cell phone once more and went to call Jenna. I noticed I had seven missed calls from Stefan and ignored it.

"Hey, let me just give you a ride home." Damon said. "You should probably get some sleep." He said.

I wanted to argue with him, to protest his offer and just call Jenna. But I was tired and strained and I just wanted to be in bed. I knew that would come sooner if Damon went ahead and took me, so I gave in and let him take me.