A/N: Inspired by events (aka Tyler's stupid idea to play 'Free Willy' with the other hybrids) in 4x05, the Klaroline 4x07 still of eye-fuckery, a recent spoiler on a new possible, overused 'put Klaus down' plot, and the 4x09, 'Oh Come All Ye Faithful' synopsis. I envision this taking place sometime in 4x09 after whatever shit is going to go down, goes down. Enjoy!

Disclaimer: I don't own Vampire Diaries.

"So take your time

And close your eyes

I'll be here with you

They may be right

I may be foolish

But I will wait with you"

~Take Your Time, The Cary Brothers

"You have an outstanding amount of nerve showing up here after that little stunt you pulled, Caroline."

The blonde in question shifted uncomfortably and looked to the ground even though the hybrid wasn't even piercing her with his deadly stare. "Yeah, well, you've got a lot of nerve to threaten me like you did back there."

He was in front of her in a flash, hand enclosing her throat, pinning her to the wall. "Let's get one thing straight, shall we? Nobody, and I repeat nobody, plays me for a fool. Sure, I got over it the first time. It stung a little but I moved on because you gave it such a valiant effort, sweetheart. It was, as you would say, cute. Then, I gave you fair warning at your little pageant to drop the matter, to stay out of it. And I sorely wish you had heeded my advice, Caroline. I hope you can forgive me for not being to keen on granting your forgiveness."

Caroline felt a tear run down her cheek as she futilely fought against Klaus' iron grip. "Please…," she rasped out. "Klaus…please, please hear me out."

He growled, an animalistic sound dangerously low in his throat, his eyes flashing gold as he continued to glare at her.

"P…please. I'm begging you," she said, her voice weak from being strangled and unable to release the sob that had built up in her throat.

Klaus threw her to the floor and began pacing in front of her as Caroline regained her breath and cowered in his shadow. "WHY? Why should I listen you?! You betrayed me after all I did was show you kindness. After I cared for you," Klaus snarled. "But don't you worry about me, sweetheart. It won't be a mistake I'll be making again any time soon, if by some Christmas miracle, I let you leave with your life."

"I'm sorry!" Caroline screamed, looking up at him from the floor. "I'm sorry, okay?! I tried to get Tyler to stop, to back down. Stefan and I came up with a plan. Don't blame this on me and Stefan. I don't know what game you and Stefan are playing or what evil scheme you've got concocted but you trust Stefan! And you can't blame me for what Hayley did! That is not my fault, Klaus!"

"I don't trust anyone! None of it would be your fault if you had kept your pretty, little nose out of it!" He yelled back, stopping to glare down at Caroline in disgust.

"What the hell was I supposed to do, then? Huh? Let my boyfriend walk into a death trap?" She jumped up and got in Klaus' face, blue eyes daring him to make a move against her.

"Yes. That's exactly what you should have done! After all the trouble that damned mutt has caused me, he needs to be taught a lesson. He used you, Caroline."

"Stop it."

Klaus noticed how Caroline tensed and her fire slowly began to burn out. He grabbed her shoulders firmly and shook her gently, "He lied to you, Caroline. He lied to you and then he used you for his own selfish, stupid reasons. Do you have any idea how sickening that is?"

"Stop it! Just…stop! I don't need you lobbying against him," Caroline said, the fierce look in her eyes melting away completely. She shook her head, willing the pent up tears not to fall. "Because I'm already confused enough as it is," she whispered, looking down to their feet.

Klaus let go of her but stayed close, looking down his nose at her curiously. He waited patiently for her to continue.

"I don't condone using people, Klaus. I really don't because it's happened to me too many times to count so I don't think you have any idea how it made me feel to look you in the eyes and play you the I did and I get it. You have every right to be mad at me but I said I was sorry and I meant it because you're right."

"Right about what, love?" he asked, urging her to continue. Her eyes flashed to Klaus' face to see his anger had drained from his eyes, his face emotionless but imploring. "Go on, Caroline."

She gulped and looked back at the floor and intently studied the close proximity of their feet, wondering if she needed to put more distance between them. "You've been nothing but kind to me and I've just spit everything back at you like I'm ungrateful," she whispered, still studying the space between their shoes. "But I'm not ungrateful. I just…it just…I don't..."

"You don't what?" he prompted, tucking a finger under her chin and lifting so her teary blue eyes were forced to meet his.

"You scared me. Earlier. You and Tyler."

"Then next time, I hope you can do as you're told and mind your own business," Klaus growled.

"See! This is what I mean!" she exclaimed, looking up into his face with a small shake of her head. "I don't understand how you can be so…so caring towards me and then, two seconds later, it's the opposite extreme and I feel like you're going to rip my throat out any second. But, there's just something about you that I can't ignore and I don't know why."

"Listen to me very carefully, Caroline," Klaus said, drawing himself to his full height and cupping Caroline's face between his hands and she looked at him as if he held all the answers, like he was the entire world. "I will always be the bad guy. I always have been. So, if you've some how gotten it into your pretty little head that you can change me or fix me just by standing up to your mutt and try to prevent his idiotic, lackluster schemes, then you, love, are sorely misguided. And if that's the case, sweetheart, run along home to your precious dog and weasel your way into bed between him and his she-wolf."

"Why are you being such a dick? I'm sitting here, trying to tell you that I think I feel something for you and you're trying to chase me off. Can't you see why I'm confused?"

"No, love. I'm not trying to chase you off. I'd never do that. I want you to know what you're walking into if you so choose. Things are about to change, Caroline. It may become incredibly dangerous for us all. I'm simply warning you that I will not be on my best behavior if certain things come to fruition. If you want safety for the rest of eternity, go. Leave and run back into Tyler's arms right now. But, if you're willing to take the risk…."

"But I don't know! That's the problem! Why are you talking like you might not be around forever? What's going on, Klaus?" Her voice was full of fear, anger, sadness and near hysterics as her wide eyes met his, a tear leaking down her cheek.

"That's not a conversation we will be having. Not now, and not ever if I can manage it," he muttered as his thumb wiped the tear away.

"That's not fair. You can't ask me to blindly trust you like that."

"That's the risk I'm talking about. Ask yourself this, love: when have I ever broken my word to you?"

Caroline gulped but didn't answer. Klaus removed his hands from her face and watched as Caroline shrunk back a bit at the loss of contact.

"It's been a long day. Go home and get some rest, love."

"But…I...yo-"

"We could sit here and play this game all night but I'm no idiot, Caroline. This isn't a decision you'll be able to make in thirty seconds. You need to think," Klaus said with a sigh, raising a hand to tuck a strand of hair behind her ear. He couldn't help the smirk that pulled at his lips as she leaned into his feather-light touch. He slowly leaned in and placed a kiss on her forehead. "You know by now what I can and will give you if you want it. I won't push you, Caroline. One day in a year, or even in a century and all that." he whispered, his oh-so confident smirk brushing against her hairline as his soft lips moved against her skin.

Caroline closed her eyes at the feeling, a traitorous feeling in her gut dreading the moment Klaus decided to pull away. She did her best to fight it off. She was still, technically, with Tyler but when she was with Klaus, everything she had with Tyler felt so young and naïve. Klaus made her feel grown up and appreciated.

That was the problem. Caroline knows she loves Tyler as a girl loves a boy. But she isn't sure if she's ready to take the leap and 'grow up' because, ironically enough, everything about Tyler and Mystic Falls felt safe. She doesn't know if she can love Klaus as a woman loves a man…or maybe she does and she just can't admit it to herself quite yet. It didn't matter, though, because, once again, Klaus was right.

Caroline did have some serious thinking to do.

A/N: So many feelings towards Klaus and Klaroline and Forwood and Tyler/Hayley (Tyley?) and the writing that I had to straighten my thoughts out.

Hope you enjoyed it! Title courtesy of The Cary Brothers. Thanks for reading, review if you have a minute:)