It starts because she can't sleep. It's not surprising, really, considering everything that's happened in her life, but is a little ridiculous. An insomniac vampire. That's the opener to about fifty bad jokes, but there it is. She doesn't want to take anything for it because once she does it stops being trouble sleeping and starts being "a problem."

She's got enough of those, thank you very much. She does not need another one.

So she has a drink. Just one, because more than that is just as bad as taking a pill. When that doesn't work, she cleans her apartment, and when that doesn't work she tosses her hair in a ponytail and goes for a walk.

Immediately, she feels better. The air is cool and cold, crisp in her lungs. It cuts straight through her lethargy, clears her head. The solitude of early morning is a nice buffer between her and the world. It's exactly what she needed. Despite the cold, she walks slowly, taking her time, because it's not like she's going to freeze.

If she's totally honest with herself, she's a little afraid to go back home. Not that she makes a habit of complete honesty, not even close, but not acknowledging something is completely different from not knowing. Caroline Forbes knows plenty. What she deigns to notice is a wholly separate thing.

She's absolutely not so wrapped up in not thinking about her empty apartment that she doesn't hear him coming. She definitely notices him falling into step beside her. As a matter of fact, she can pin point the exact instant he joined. Yes. Absolutely. She just didn't acknowledge it.

About that honesty...

She is proud of herself for the casual glance she tosses his way, looking at him almost indifferently, like she's unaffected. Like he doesn't have eyes that a girl could get lost in and cheekbones to die for. That's probably literal. When she was human she'd have bent her arm into a pretzel to get him to give her the time of day. The man manages to be an authoritative, clean cut bad boy who looks like he wandered off the cat walk. That shouldn't even be possible and it is really, really not fair that she has to pretend to be indifferent to it.

He smirks, of course. Because that's just what he does. "Good evening, Caroline."

There's only a little catch in her voice when she brilliantly comes back with, "Elijah." She's a tiny bit mad at him for making her feel like a troll with her unwashed face and her messy hair, but mostly she's trying to gauge if this is a confrontation or a conversation. Or both.

Both is probably most likely. It's never just about her. Why would it be? Even after she moved to New York to get out from under that town, it's still not enough. "So?" she asks after a few tense seconds spool out.

He looks at her askance, his eyebrows arched in an expression of perfectly polite confusion. "So?"

"So. What's... going on?" And when he still just looks at her she can feel her cheeks burning under that gaze, feel all the old insecurities rising up, threatening to swamp her. She does what she always does. She talks too much. "Why are you here? Did something happen with Elena? Or Klaus? Because something must have happened if you came to find me."

Because he's a gentleman, when it suits him, he makes a really valiant effort not to laugh at her. "No, nothing is, as you say, going on. I saw you out walking and thought you might like some company. Was I mistaken?"

"I... um... Well... No. No, you weren't mistaken." Because she's can totally think on her feet under the scrutiny of a mythologically hot guy. Totally.

Shit, she's bad at lying.

They walk, and it's not exactly awkward, but it is weird. She keeps glancing at him out of the corner of her eye. She feels off-balance. Elena was always the one who was civil with him, and made deals with him, and negotiated. Caroline only knew him at a distance. First as a sort of friend of her friend, and then later as Klaus's brother, and then finally as Elijah, but always, always from afar. It's more than a little surreal to be walking with him, casually, down Fifth Ave. They could be friends, or coworkers, or a couple.

That last one makes her ears burn. Clearing her throat, not at all hastily, she asks, "What are you doing in New York?"

"I live here when it suits me." His tone is perfectly even, congenial, as if he really can't figure out what she's thinking, or like he's humoring a deranged relative. Something he definitely has extensive experience in.

The thought of him coddling Klaus is enough to make her smile at him, genuinely. He's smiling back - he is smiling back and is that her heart making that noise? Please, please, please don't let it be her heart making that noise. She is dead, seriously dead. It is not even right that she be subjected to knowing he can hear her heart doing that.

"I should really be getting back," she announces, stopping abruptly in the sidewalk and it's a good thing no one else is really out because she just would have pissed some of them off if they were. "I have to go to class in the morning."

"I know." He glances casually over her shoulder, and when she looks, she sees that he's led her back to her building. How the hell did she not notice that? How did she miss – what is he doing? Slowly, as if he can tell she's overtired and jumpy, he takes her hand and places a kiss on the knuckles that lasts just a second too long. "Good night, Caroline."

She doesn't watch him go. And her hand is not tingling from the touch of his hand, and her knuckles do not feel branded.

Caroline Forbes goes upstairs to her empty apartment and doesn't think about him.

God's honest truth.