She had parked her car a block away from his mansion in the case that she did manage to psych herself out and needed a quick getaway, because, after all, the man she was making this late night visit to had superhuman hearing. He would most certainly hear her car pull into his driveway and would be waiting, and definitely wouldn't let her reenter her car should she change her mind.

The mansion looked more than a little menacing, even with the outdoor lights throwing the grounds in a warm yellow glow. Caroline stood just beyond the entrance to the driveway, wringing her hands almost painfully. Her mind was still playing catch up with her motor-skill decisions, her body had taken her here without considering just how awful an idea this was.

Underneath it all, her undead heart was screaming with joy.

Caroline couldn't believe the cocktail of emotions that pulsated in her stomach. Adrenaline-driven anxiety. Skin-crawling fear. Blush-worthy excitement. Heart-breaking hope. It all made her breathless and antsy to spew the words bubbling beneath her tongue, begging for an exit. She had to grant her conscience's wishes, she just had to.

Caroline mentally chastised herself to release her bottom lip from the harsh grip her teeth had it in. She had worked far too hard on her lipstick only for it to be ruined by her own teeth.

And not someone else's, a sly voice whispered in her head. Rose-petal pink stained her cheeks at the thought of Klaus nipping her bottom lip. Scorching heat skated across her flesh deliciously, and in that moment, all she could think of was Klaus' lips following the trail the warmth had made.

Caroline ground her teeth together tightly, she had to get a grip on her emotions before they slipped from her grasp. She had to walk into this situation with a clear head and complete control of her emotions. She had to have the reins.

Confessing your feelings for someone in the dead of night was hard enough without hidden desires creeping to the surface. Those would not be coming out of the closet tonight Caroline decided.

The blonde vampire mustered up every ounce of confidence she could scrounge up and began marching purposefully toward the entrance to the mansion. She wondered briefly if she should have taken a shot or two of liquid courage to assist her in her mission but decided that it was best that she was one hundred percent sober. Her more intimate desires toward the Original Hybrid would only be fueled by alcohol, to her horror.

Not that she wasn't expecting a kiss or two from the smirking not-so-gentle man tonight after she allowed the floodgates to burst forth. She was actually looking forward to finally, finally getting a taste of those delectable looking lips.

Caroline arrived at the rather large door, debating if she should knock to announce her presence, but didn't he already know she was here? He was always so paranoid and freakishly aware of his surroundings. He was most likely lounging in the sitting room, with a glass of scotch and his signature grin gracing his attractive mouth, waiting for her.

With that vision dancing at the forefront of her mind, Caroline made a spontaneous decision and quietly stepped through the entrance to the Mikaelson's home. She was met with empty air and gentle silence. Caroline frowned, slightly thrown that Klaus wasn't there to greet her at the door. She padded deeper into the house, peeking into the sitting room, only to find it empty.

She glanced back the way she came, her gaze following the staircase and noting with glee the halo of light appearing at the top of the stairs. He was in his study.

Probably painting another masterpiece to be hung up in yet another museum,she thought with amusement. Caroline made her way up the staircase, admiring its grandeur distractedly and headed down the long hallway to the cracked open door that the light was emitting from.

She was grateful that her heart no longer beat, for if it did, it would be in a fistfight with her ribcage in this moment. The suspense of finally speaking her mind had been building since she planted herself in her car and drove across town. The air around her was already heavy with tension. Klaus knew she was here, and his anticipation to know her reason behind her visit was what clouded the air she decided.

Caroline was so caught up in forcing her frayed nerves to remain calm that she didn't use her vampire hearing to tune into the going on's in Klaus' study, nor did her human hearing prick at the soft sounds that leaked out into the hallway. The baby vampire took a quick look through the tiny view that the crack in the door provided as she reached for the door handle and froze.

Klaus was in his study alright, but he certainly wasn't alone.

Hayley was beneath the Original Hybrid's rutting body, her fingers of one hand digging into his shoulder blades, her dark hair splayed haphazardly around her head, her mouth open in a silent moan. Her other hand was held above her head by Klaus, their fingers intertwined as he thrust roughly into the werewolf, his mouth latched onto her throat.

Caroline's gaze was glued to their tangled hands, connected together so passionately, so intimately.

This was so much more than just a hook up.

A bright burst of pain appeared in Caroline's chest and she attempted to back soundlessly away from the scene. Being a vampire, this should have been successful, but the shock that wracked Caroline's bones caused her limbs to move on their own accord, and thus, her vampire abilities malfunctioned.

Her hip barked against a side table holding a very delicate looking vase and it tumbled with a resounding crash to the wooden floor.

All activities happening within Klaus' study came to an abrupt halt. And all Caroline could do was stand rigidly frozen, her gaping mouth covered by a quivering hand. The fireworks of pain in her chest were beginning to grow, spreading their singing burns throughout her torso. The door in front of her flew open to reveal a still very naked Klaus, his face a pale mask of fear-stricken surprise. Behind him, Hayley was scrambling to cover her bare form, her wide hazel eyes tossing fearful looks Caroline's way.

The pain settled heavily at the base of her spine.

Caroline had the sudden urge to flee, to bug out of Mystic Falls completely. She tried to swallow, found that her mouth had dried up completely, her tongue stuck to the roof of her mouth.

The words that had simmered below her tongue had sprinted away from the light-show of pain, long gone, and more likely than not, never coming back.

"Caro-" Klaus started, but Caroline bolted back down the hallway, surging away with every bit of vampire speed she owned. She nearly went through the front door in her haste to separate herself from what she just witnessed.

She was beside her car within moments, but by that time her makeup was devastatingly ruined, streaks of mascara slicking her cheeks as tears fell. Caroline quickly unlocked her car, threw herself inside and promptly locked the doors. The moment the locks clicked into place two large palms hit her driver side window and Caroline couldn't help but startle, even with the knowledge of who those hands belonged to.

"Caroline, wait a minute," came Klaus' troubled voice through the glass. The blonde didn't even spare him a glance, sucking in a shuddering breath as she started her car, wishing for all the world that the tears had waited until she was home and out of sight.

"Sweetheart, please," he begged, hands remaining firmly against the glass. Caroline could feel the weight of his blue gaze on her, heavy with unspoken words and broken promises. She wrenched her car into drive and tore away, speeding down the road with an impatient fury. She chanced a look in her rearview mirror, only to see empty road behind her.

No doubt he was already on his way to her house, intending to beat her there with a prepared speech at the ready. Caroline didn't want to hear a word of it. She didn't want to have to listen to apologies, his excuses and reaffirm his false promises.

Paris. Rome. Tokyo.

Her arms thrummed with the heartache she felt in her chest and a strangled sob ripped through her clenched teeth.

She couldn't bear to look into his gut-wrenching blue eyes and see the heat between him and Hayley still glowing in his iris'. She couldn't stomach his hands touching her, knowing exactly the prints they placed on another woman's body. She couldn't force herself not to come undone beneath the weight of his accented voice, reassuring her that his love for her was true.

All the looks that promised her the world, all the gentle brushes of touch that blazed with a connection they had, all the times he saved her and she him, meant absolutely nothing. Twenty minutes of a certain action blew all of that to Quebec.

Klaus had chased after Caroline as a patient wolf, popping up to remind her that he was still there, vying for her affections and pleading with her to allow him to court her properly. All that time trying to rip Caroline and Tyler apart so he could catch her when she fell was wasted as Caroline now had a newly cemented drive to make her and Tyler work.

Guilt creeped loudly into her conscience at the thought of Tyler and she quickly maneuvered her car to the Lockwood mansion, needing to feel his presence, however faded, around her.

When she arrived, Matt's truck was parked in the dooryard and her heartbreak was momentarily overtaken by confusion. She scampered out of her car and to the front door, moving to enter only to find she was warded out. Alarm slammed through her veins.

No, no. Oh no, the voice wailed at the realization of what it meant. Tyler was dead. A cry of despair burst forth from Caroline's lips and she crumpled on the front steps in a heap of messy curls and stricken tears. Just when she thought her heart would claw out of its cavity in her chest, the front door swung open.

"Caroline?" Matt was alarmed at the sight of an immobile Caroline sobbing inelegantly on the Lockwood's front door step. Her head snapped up, unruly blonde locks falling into her face and sticking stubbornly to her wet cheeks.

"Matt." The question that was burning within her was just tickling the inside of her lips before her ex-boyfriend and still-close friend interrupted her,

"Jesus, Caroline, what happened? What's going on?" Caroline's jaw snapped shut with a fierce click and her brain struggled to make it through the haze of grief that still clouded within her. He didn't know? How could he not know?

"Matt, what-"

"Come inside. Please, tell me what the hell is going on," Matt said, kneeling down to grab her hand and tug her to a standing position.

Her hand went through the doorway.

Relief crashed down between her ribs like a gushing river, filling her with a giddy high she couldn't quite contain. She let out a breathless laugh and launched herself through the doorway, wrapping her arms around Matt in a vice-like hug. The stocky blonde stumbled slightly at the ferocity of her embrace and tried to make sense of her sudden change of emotions.

"Caroline, what is-"

"Oh, Matt, thank God. I thought he was dead. I thought something happened to him because I couldn't get inside and-" she broke off mid sentence as the fog in her head cleared slightly and she released Matt from her anaconda hug and stepped back. "Wait, I couldn't get inside. Not until you invited me." Uncertainity flickered across Matt's face and Caroline immediately homed in on him. "Matt, tell me what is going on. Now."

Matt walked backwards, his light blue eyes still locked on Caroline's darker ones until he reached the table in the middle of the large entryway holding a vase full of drooping flowers and picked up a piece of paper from it. He handed it silently to her, his face full of held back sorrow.

It was a revised deed of the Lockwood mansion. Tyler was no longer on it, Matt was.

"Tyler made me sole owner of the house so that I could be safe from, well, everyone. He wanted me to look after the place while he's gone." He swallowed thickly, watching Caroline's reaction with careful intensity. Her mouth formed an O of surprise.

"Oh," was all she could manage. She was beyond relieved that Tyler was still alive, but with this bombshell, it was becoming more and more like Tyler wouldn't be returning to Mystic Falls anytime in the near future. Returning to her. His narrow escape and dogged hiding out was becoming real to her for the first time.

She bit her lip roughly to hold back the dry lump digging painfully at the back of her throat. The tears came unbidden once more and Caroline finally understood what the hollow feeling in the pit of her stomach was.

Loneliness. Abandonment.

She missed Tyler so much that her unconscious feelings for Klaus had driven her to seek him out for companionship, despite the fact that Tyler was gone and couldn't return because of Klaus. Her heart had tricked her mind cunningly, to the point of repressing Tyler altogether.

Klaus had done this. He had manipulated her, swiftly, into harboring undesirable emotions for him. Emotions that he no longer was reciprocating. He had grown tired of chasing after her, grown unamused with the game he had started almost a year ago and left it and her blooming thoughts of him to die.

For Hayley.

The werewolf was lonely as well, and drowning in her mission to find her real parents. Tyler did not return her not-so-subtle advances, and had left town. So, she sought out comfort in the arms of another, who could also help her end the drawn out search.

She was well aware of Klaus' affections towards Caroline and found them pathetic, really. But even a man in love for the first time could only hold out so long, and he gave in to his traitorous body's wants.

To Caroline, that just spelled untrue love. It reeked of false intentions and bored flirtations. He didn't care, probably never had. He had just been infatuated by the idea of stealing Tyler's girl away from him and the prize waiting for him when he did. A one-night stand to tear the two lover's apart from one another completely and then would be on his way in search of his next conquest.

Hatred boiled hotly in her veins, simmering violently with her blood and Caroline couldn't recall a time when she resented anyone more than she did Klaus at this moment.

Matt was getting whiplash from Caroline's mood swings as he watched the emotions battle for space on her features and decided he needed backup. He gave her shoulder a gentle squeeze and stepped into the kitchen to make a phone call. Caroline weakly made her way up the stairs, trudging to Tyler's bedroom. Once there, she rummaged through one of his dresser drawers, hauling out one of his T-shirts and tossing it on the bed. She then moved to his closet and with a tender care, pulled one of her favorite button up shirts off of the rack.

She peeled off her jeans after kicking off her boots, standing beside Tyler's bed in just her panties. She folded her sweater with precision on top of her neat pile of clothes and pulled her arms through the button up shirt sleeves. The shirt fell to her thighs and rod up her torso when she climbed brokenly under the sheets, tucking his T-shirt under her chin. Tyler's scent wafted up, filling her nose and blanketing her heart in longing for him.

Caroline drifted off in a restless sea of heartbreak and yearning for two different men.

Caroline awoke abruptly, her grip on Tyler's T-shirt tightening momentarily before she gained a sense of her surroundings and relaxed back into the pillow. The moment she did, her ears picked up on a slight movement inside the open doorway to Tyler's bedroom, and she whirled to face her intruder.

Stefan stood quietly, bathed in pale, white moonlight streaming from the expansive windows in the bedroom. His brow was furrowed, more than usual, and his mouth was turned down at the corners in a concerned frown. His eyes held a silvery sheen in the circle of light he stood within, and they locked with Caroline's.

Caroline's shoulders dropped at the sight of Stefan and slowly, the rigid armor she had built up during her sleep sank into the quicksand of emotions that refused to let her be. Stefan saw her vulnerability slinking through and silently paced forward, toeing off his shoes and slipping out of his leather jacket to have it pool on the floor. He slid under the blankets beside the baby vampire.

His bare arm brushed against her hand, and the soothing comfort of his warmth called to Caroline. Tears made their appearance once again, and she muffled her sobs into Tyler's T-shirt, her shoulders shaking under the wrath of heartbreak. Stefan's arm maneuvered under Caroline's body and pulled her closer, allowing her to bury her wet face in his collarbone.

He didn't ask, and she was grateful for that. He just opened his arms and she collapsed wholly into him. He would give her time to come to terms with what she was experiencing and would accept whatever explanation she could stitch together. She could lie, or tell only half-truths, but that would make her no better than Klaus.

Neither of them were aware of the seething silhouette standing just inside the line of trees on the property, watching every movement the two friends made through the glass of Tyler's windows.

Klaus had always given Stefan the benefit of the doubt, no matter the circumstance. But comforting Caroline, his Caroline, was unacceptable. It should be him lying in bed with her, arms embracing her tightly, pressing soft kisses to her hairline.

He raged mutely, his fists clenching and unclenching, craving for Stefan's neck to be within his grasp. He would remove his kidney's with a viciousness that only Klaus could wield. He would burn down the Lockwood mansion just to hear Stefan's screams echo in his ears. He would wage war with an entire country all on his own just to have her back.

Klaus had been vulnerable when Hayley had shown up, sipping seductively on his scotch, eyeing him with glinting, hazel eyes. Images of Caroline had danced at the forefront of his mind, her blonde hair flowing down her back as she laughed, her dark blue eyes flashing with the light that he has fallen so deeply in love with.

But she still effectively evaded his charms with a glare and a toss of her curls, and he was growing impatient. He wanted her so badly in every way possible, but it seemed that nothing he did would sway her to forgive him of all of his sins and let him bask in her lovely light. It broke him, down to his very core.

His last thought before he plunged into the short affair with the werewolf how he desired the woman in front of him to be Caroline, without Tyler invading her thoughts and digging his claws into the large part of her heart that he occupied.

Caroline, his conscience murmured as he closed the distance between Hayley and himself with his mouth and body. He lost himself to the foreign skin and sounds that was Hayley, conjuring up images of Caroline beneath him instead, her creamy skin pressed tightly to his, small, dainty hands sliding down his sides to his hips to pull him ever deeper into her, the breathless moan that he earned from her when he added a little more force to his slow thrusts.

The imagery shattered along with the vase out in the hall outside of his study, and the horror etched onto Caroline's face was something he would never likely forget for the next thousand years to come.

All the hours thinking of her, daydreaming scenarios between them. All the moments spent trying to catch her eye, and wiggle his way into her heart.

Gone in the space of a millisecond.

And as Klaus watched, Caroline lay grieving the fading existence of her first love, and the flowers of her blooming desires for Klaus shriveling up with a raw pain in her chest. And the beginning of something new began to brew under the embrace of Tyler's scent and Klaus' gaze.

Within Stefan's comforting embrace, something entirely new began to evolve.

Thanks for reading, and I hope you enjoyed it! Let me know your thoughts, I love to hear other people's opinions. The song Holding On and Letting Go by Ross Copperman is what inspired me to write this one-shot, it's just a beautifully heartbreaking song and all I could think of was "what if Caroline walked in on Klaus and Hayley?" So I followed that train of thought and this is what I got. I apologize that it's not the ending Klaroline lovers were expecting, but, unfortunately, we can't always have a happy ending!

All my love,

smile-youlookbetterhappy