A/N: So this is my second fanfic on this website. This one's Matt/Caro. I always felt a part of Caroline was still in love with Matt, despite being with Tyler, and that was the reason she never told Tyler she loved him until the last episodes of season 3. Even still I feel there is still hope for Maroline, because I, as a shipper, haven't got the closure and I will always hope they get back together.

I do not own The Vampire Diaries or the characters. All I own is my creativity. Please excuse any mistakes there might be.

"Once you fall in love with someone i don't know if you can ever shake them."

"I love you," Tyler whispered to Caroline before kissing her on the lips. Caroline smiled in return, kissing him back. A moment later, she pulled away.

"You were supposed to be leaving," she pointed out.

Tyler smiled and nodded. "I'll be off then. I'll see you later, Care." He then left from there, leaving Caroline with Bonnie and Elena. Caroline looked at his receding figure, and once completely out of view, she turned around to look at her friends.

Bonnie had an eyebrow raised up at her. "What?" Caroline asked somewhat defensively.

Bonnie simply shook her head and seated herself down at the table. Elena followed suit. Caroline, however, remained standing, her eyes focused on a particular spot, amidst all the crowd at the Grill.

"What's the matter, Care?" Elena asked with concern.

Caroline shook her head and sat down. Yet, her face looked somewhat shocked, sad, and… was that jealousy?

Bonnie and Elena exchanged glances and then looked back at Caroline.

Caroline's eyes were still fixed on a spot somewhere behind Bonnie and Elena. Bonnie turned around to follow her friend's gaze and frowned. Behind them, Rebekah was talking, or perhaps flirting, with Matt. She looked back at Caroline and noted that Caroline was looking down at her hands, trying not to let the sight before her bother her.

Elena followed Bonnie's gaze, and had a similar reaction. She looked at Bonnie, who sighed, and then nodded in understanding.

"Why does it still bother you, Care?" Elena asked.

Caroline seemed to break out of her reverie at that and met their eyes. "Why does what bother me?" she asked.

"You know exactly what." Bonnie replied. "I'm your best friend, Care. I know you're upset, and I also know there's something up with you and Tyler."

"There's nothing wrong."

"Don't deny it, Care. Talk to us. We're here to listen. Tell us, why does it still bother you?" Elena insisted.

Caroline let out a defeated sigh. She looked once more towards Matt and Rebekah. She was saying something to him, and he was laughing. She hadn't seen him laugh like that ever since they had broken up. The only times she'd seen him laugh like that was when they spent time together; as friends and as lovers. To see that there was another girl out there who could make him laugh that way, it made her feel tremendously jealous and upset.

"I miss that," she admitted finally, never moving her gaze away from Matt and Rebekah.

Bonnie and Elena were silent, waiting for Caroline to continue. They knew she wanted to let it out. All she needed was for someone to listen. She didn't need anyone to comfort her. She just needed to say it out loud; she needed to admit these feelings to her own self more than anyone else.

"I miss what we had, Matt and I." she continued. "I miss it so much. Yes, I am with Tyler, and Tyler's amazing, really amazing. But it's just not the same with him."

"Why not?" Elena asked. Caroline still hadn't moved her gaze away from Matt and Rebekah.

"Because Matt was the only one who would even look at me twice when I was human," Caroline said. "He was the only one who loved my human, bitchy side. When no one else bothered, Matt was just always there."

"He knows me," Caroline said, laying an emphasis on 'me'. She finally looked at Bonnie, and then at Elena. "You two were the only ones who knew me, and loved me for it. Matt was the first guy who ever tried to get to know me. He was the only guy who wanted to. And I let it go." Her voice broke towards the end.

"But you've got Tyler, haven't you? He loves you." Bonnie said, trying to sound comforting, although she couldn't help but feel sad for her friend. She had known it all along. She had known Caroline hadn't completely recovered from her break up. Matt had been her first real relationship and no matter what she said, Bonnie always knew that deep down she wasn't okay.

"But I don't love him," Caroline whispered softly. She looked up at her friends, hoping they'd somehow understand what she felt. "I like Tyler, I really, really do. But I don't love him. And that's why I can never say it back to him."

Elena reached her hand out and grasped Caroline's hand in hers. She gave it a gentle squeeze.

"Matt, it's always been Matt. He's the only one I ever loved."

Bonnie held on to Caroline's other hand, trying to send positive energy towards her. Caroline's eyes were moist, and a small smile played across her lips. They knew she just needed someone to listen. They knew what she needed.

She looked up one last time towards Matt. Rebekah was nowhere to be seen. Matt was picking up dishes from a table. And almost as if he felt her gaze, he looked up, his eyes locking with hers. They both looked at each other for moments. Caroline tried to get him to see what she felt. She hoped her eyes would convey what she felt. I miss you so much. I wish we hadn't messed this up, both of us. I love you so much.

He gave her a long look, and at long last, he gave a small nod of his head, and a little smile and got back to his work.

Caroline's gaze lingered just a moment longer, and she shook her head and looked back at Elena and Bonnie, who were smiling encouragingly at her.

His look; that nod, that smile; it was almost as if he understood what she hadn't spoken; almost as if he was saying it back.

I love you too.