The clock's old-fashioned hands showed threeA.M . when Meredith was suddenly roused from a fitful sleep.

And then she bit her lip, stifling a scream. A face was bending over hers, upside down. The last thing she remembered was lying on her back in a sleeping bag, talking about Alaric with Bonnie.

Now Bonnie was bending over her, but with her face inverted and her eyes shut. She was kneeling at the head of Meredith's pillow and her upside-down nose almost touched Meredith's. Add to that an odd pallor in Bonnie's cheeks and rapid warm breath that tickled Meredith's forehead, and anyone - anyone, Meredith insisted to herself - would be entitled to a half-scream.

She waited for Bonnie to speak, staring in the gloom at those eerily closed eyes.

But instead, Bonnie sat up, stood, walked backward flawlessly to Meredith's desk, where Meredith's mobile lay charging, and picked it up. She must have turned it on for a video recording for she opened her mouth and began to gesture and speak.

It was terrifying. The sounds that came out of Bonnie's mouth were all too identifiable: backward speech. The tangled, guttural or high-pitched noises all carried the cadence that horror movies had made so popular. But to be able to speak that way on purpose...it wasn't possible for a normal human or a normal human mind. Meredith had an eerie sense of something trying to stretch its mind toward them, trying to reach them through unimaginable dimensions.

Maybe it lives backward, Meredith thought, trying to distract herself as the frightening sounds went on. Maybe it thinks we do. Maybe we just don't - intersect....

Meredith didn't think she could stand much more. She was beginning to imagine that she heard words, even phrases in the backward sounds, and none of them were pleasant. Please let it stop - now.

A wailing and mumbling...

Bonnie's mouth shut with a clash of teeth. The sounds stopped instantly. And then, like a video being rolled back in slow motion, she walked backward to her sleeping bag, knelt, and back-crawled into it, lying down with her head on the pillow - all without opening her eyes to look where she was going.

It was one of the scariest things Meredith had ever seen or heard, and Meredith had seen and heard a fair amount of scary things.

And Meredith could no more have left that recording until morning than she could have flown - without assistance.

She got up, tiptoed to the desk, and took the mobile phone to the other room. There she attached it to her computer, where she could run the backward message forward.

When she'd listened to the message in reverse once or twice she decided that Bonnie must never hear it. It would frighten her out of her senses, and there would be no more contact with the paranormal for Elena's friends.

Therewere animal sounds in there, mixed up with the twisted, backward voice...that wasn't Bonnie's voice in any way. It wasn't any normal person's voice. It almost sounded worse going forward than backward - which maybe meant that whatever being had spoken the words normally spoke the other way.

Meredith could make out human voices over the groaning and distorted laughter and the animal noises straight from the veldt. Though they made the hairs on her body stand up and tingle, she tried to put together the words in between the nonsense. Putting them together she got:

"Aaahhh...waggge...n...ing wuh illllilll...be...sud-ud-ud...den...ANDshhhh...ohhh...ging.YOOOOU ...hand-and-nd...Iiii...mmmust...BEtherefore...herrr...aaahhh waggge...ning...Wewone...BE therefor-or-or-or-r" - (was there a "herrr" next, or was it just part of the growling?) - "LADE... errrrrrrrrrrr...ahhn.Thaaass...FORRRRR...oththth...ERRR...handandnd...ssssssssss...t-t-todo...."

Meredith, working with pad and pen, eventually got these words on paper:

Awakening will be sudden and shocking.

You and I must be there for her Awakening. We won't be there for (her?) later on. That's for other hands to do.

Meredith put the pen very precisely beside the deciphered message on the pad.

And after that Meredith went and lay hunched in her sleeping bag watching the unmoving Bonnie like a cat at a mouse hole, until, finally, blessed tiredness took her into the dark.

"I saidwhat ?" Bonnie was honestly bewildered the next morning, squeezing grapefruit juice and pouring cereal, like a model host, even if it was Meredith who was scrambling eggs at the stove.

"I've told you three times now. The words are not going to change, I promise."

"Well," Bonnie said, suddenly switching sides, "it's clear that the Awakening is going to happen to Elena. Because, for one thing, you and I have to be there for it, and for another thing, she's the one who needs towake up ."

"Exactly," said Meredith.

"She needs to remember who she really was."

"Precisely," said Meredith.

"And we've got to help her remember!"

"No!"said Meredith, taking out her anger on the eggs with a plastic spatula. "No, Bonnie, that's not what you said, and I don't think wecould do it anyway. We can teach her little things, maybe, the way Stefan has. How to tie her shoes. How to brush her hair. But from what you said, the Awakening is going to be shocking and sudden - and you didn't say anything about us doing it. You only said that we have to be there for her, because after that, somehow wewon't be there."

Bonnie contemplated that in gloomy silence. "Won't be there?" she said finally. "Like, won't be with Elena? Or won't be there, like...won't be anywhere?"

Meredith eyed a breakfast that she suddenly didn't want to eat. "I don't know."

"Stefan said we could come over again today," Bonnie urged.

"Stefan would be polite while he was being staked to death."

"I know," Bonnie said suddenly. "Let's call Matt. We can go see Caroline...if shewill see us, I mean. We can see if she's any different today. Then we can wait until it's afternoon, andthen we can call Stefan and ask if we can come over again to see Elena."

At Caroline's house, her mother said she was sick today and was going to stay in bed. The three of them - Matt, Meredith, and Bonnie - went back to Meredith's house without her, but Bonnie kept chewing her lip, looking back occasionally toward Caroline's street. Caroline's mother had looked sick herself, with shadows under her eyes. And the thunderstorm feeling, the feeling of pressure, had been squashing Caroline's house almost flat.

At Meredith's, Matt tinkered with his car, which perpetually needed work, while Bonnie and Meredith went through Meredith's wardrobe for clothes that Elena could wear. They would be big, but that was better than Bonnie's, which would be much too small.

At fourP.M . they called Stefan. Yes, they were welcome. They went downstairs and picked up Matt.

At the boardinghouse, Elena didn't repeat the kissing ritual of the previous day - to Matt's obvious disappointment. But she was delighted with the new clothes, although not for any reason that the old Elena would have been. Floating three feet off the floor, she kept holding them to her face and taking deep, happy sniffs, and then beaming at Meredith, although when Bonnie picked up a T-shirt, she couldn't smell anything but the fabric softener they'd used. Not even Meredith's Beach cologne.

"I'm sorry," Stefan said helplessly as Elena went into a sudden sneezing fit, cuddling a sky-blue top in her arms as if it were a kitten. But his face was tender, and Meredith, while looking slightly embarrassed, reassured him that it was nice to be so appreciated.

"She can tell where they come from," Stefan explained. "She won't wear anything that's come from a sweatshop."

"I only buy from places listed on the Sweatshop-Free Clothing website," Meredith said simply. "Bonnie and I have something to tell you," she added. While she recounted Bonnie's late-night prophecy, Bonnie took Elena into the bathroom and helped her change into the shorts, which fit, and the sky-blue top, which almost fit, being just a little long.

The color set off Elena's tangled but still glorious hair perfectly, but when Bonnie tried to get her to look in the hand mirror that she had brought - the old mirror's shards had all been cleared away - Elena seemed as confused as a puppy held up to see its own reflection. Bonnie kept holding the mirror in front of her face, and Elena kept popping out on one side or another from behind it, like a baby playing peek-a-boo. Bonnie had to be satisfied with a good brushing out of the tangles in that golden mass, which Stefan clearly didn't know how to handle. When Elena's hair was finally silky and smooth, Bonnie proudly took her out to be shown off.

And was promptly sorry. The other three were in deep, and it looked like grim, conversation. Reluctantly, Bonnie let go of Elena who immediately flew - literally - into Stefan's lap, and joined them herself.

"Of course we understand," Meredith was saying. "Even before Caroline went off her rocker, what other choice was there, ultimately? But - "

"What ¡®what other choice is there'?" Bonnie said, as she sat down on Stefan's bed beside him. "What are you guys talking about?"

There was a long pause, and then Meredith got up to put an arm around Bonnie. "We were talking about why Stefan and Elena need to leave Fell's Church - need to go far away."

At first Bonnie didn't react - she knew she should be feeling something, but she was too deep in shock to access what it was. When words came to her, the only thing she could hear herself saying stupidly was, "Goaway ?Why?"

"You saw why - here, yesterday," Meredith said, her dark eyes filled with pain, her face for once showing the uncontrollable anguish she must be feeling. But for the moment, no anguish meant anything to Bonnie but her own.

And it was coming now, like an avalanche burying her in red-hot snow. In ice that burned. Somehow she struggled out of it long enough to say, "Caroline won't do anything. She signed a vow. She knows that to break it - especially when - when you-know-who signed it, too..."

Meredith must have told Stefan about the crow, because he sighed and shook his head, gently fending off Elena, who was trying to look up into his face. Clearly she sensed the unhappiness in the group, but just as clearly she couldn't really understand what was causing it.

"The last person I want around Caroline is my brother." Stefan pushed his dark hair out of his eyes irritably, as if he had been reminded of how much they looked alike. "And I don't think Meredith's threat about the sorority sisters is going to work, either. She's too far gone into the darkness."

Bonnie shivered inside. She didn't like the thoughts that those words summoned up:into the darkness .

"But..." Matt began, and Bonnie realized that he felt the same way she did - stunned and sick, as if they were getting off some cheap carnival ride.

"Listen," Stefan said, "there's another reason why we can't stay here."

"What other reason?" Matt said slowly. Bonnie was too upset to speak. She had thought about this, somewhere deep in her unconscious. But she'd pushed the thoughts away every time they came.

"Bonnie understands it already, I think." Stefan looked at her. She looked back with eyes that were misting over with tears.

"Fell's Church," Stefan explained gently and sadly, "was built at a meeting of the ley lines. The lines of raw Power in the ground, remember? I don't know if it was deliberate. Does anybody know if the Smallwoods had anything to do with the location?"

No one did. There was nothing in Honoria Fell's old diary about the werewolf family having a choice in the founding of the town.

"Well, if it was an accident, it was a pretty unlucky one. The town - I should say, the town cemetery - was built directly over a place where a lot of ley lines cross. That's what made it a beacon for supernatural creatures, bad or - or not quite so bad." He looked embarrassed, and Bonnie realized that he was talking about himself. "I was drawn here. So were other vampires, as you know. And with every person who had the Power who came here, the beacon became stronger. Brighter. More attractive to other people with the Power. It's a vicious cycle."

"Eventually, some of them are going to see Elena," Meredith said. "Remember, these are people like Stefan, Bonnie, but not people with his moral sense. When they see her..."

Bonnie almost burst into tears at the thought. She seemed to see a flurry of white feathers, each tumbling in slow motion to the ground.

"But - she wasn't this way when she first woke up," Matt said slowly and stubbornly. "She talked. She was rational. She didn'tfloat ."

"Talking or not talking, walking or floating, she has thePower ," Stefan said. "Enough to drive ordinary vampires crazy. Crazy enough to hurt her to get it. And she doesn't kill - or wound. At least, I can't imagine her doing that. What I'm hoping," he said, and his face darkened, "is that I can take her somewhere where she'll be...protected."

"But you can't take her," Bonnie said, and she could hear the wail in her own voice without being able to control it. "Didn't Meredith tell you what I said? She's going to wake up. And Meredith and I need to be with her for that."

Because we won't be with her later.Suddenly it made sense. And while it wasn't quite as bad as thinking that they would be not-anywhere-at-all, it was more than bad enough.

"I wasn't thinking of taking her until she can at least walk properly," Stefan said, and he surprised Bonnie with a quick arm around her shoulders. It felt like Meredith's hug, sibling-ish, but stronger and briefer. "And you don't know how glad I am that she's going to wake up. Or that you'll be there to support her."

"But..." But the ghoulies are still going to come to Fell's Church? Bonnie thought. And we won't have you to protect us?

She glanced up and saw that Meredith knew exactly what she'd been thinking. "I would say," Meredith said, in her most careful, measured tones, "that Stefan and Elena have been through enough for the town's sake."

Well. There was no arguing withthat . And there was no arguing with Stefan, either, it seemed. His mind was made up.

They talked until after dark anyway, discussing different options and scenarios, pondering over Bonnie's prediction. They didn't get anything decided, but at least they had thrashed out some possible plans. Bonnie insisted that there be some means of communication with Stefan, and she was just about to demand some of his blood and hair for the summoning spell when he gently pointed out that he did have a mobile phone now.

At last it was time to leave. The humans were starving, and Bonnie guessed that Stefan probably was, too. He looked unusually white as he sat with Elena on his lap.

When they said good-bye at the top of the stairs, Bonnie had to keep reminding herself that Stefan had promised that Elena would be there for her and Meredith to support. He would never take her away without telling them.

It wasn't areal good-bye.

So why did it feel so much like one?