The first time it happens, they're talking. Just talking. It's a completely innocuous moment up until she starts to wonder what he'd look like without clothes on and she's picturing the way he looked that night of his first full moon (before things got bad) and then he's smiling at her and she can't help but feel….

Well, she doesn't want to think about exactly how she felt, but all of a sudden, her fangs are coming out and Tyler's eyes widen in shock for a moment and she doesn't know why at first because this was the first time she hadn't really felt them come out. Then, when he seems to realize that she doesn't even know they're out, he bursts out laughing.

"What is it, Tyler?" she asks, because, although she understands why he smiled when she went on about her obsession for all things fashion, she knows he can't have know what she was thinking about what he should be wearing (or not wearing) and she doesn't know what he could possibly think is that funny.

When he finally gets himself under control, he can't help the smile as he says, "You're vamping out on me, Care."

Her hands immediately fly to her lips to cover the evidence of her condition and a very teenage, "Oh, my God," escapes her mouth.

"It's fine," Tyler says, "you must be hungry."

Even though Caroline drank a blood bag from Damon's stash before she went to visit Tyler, she nods in agreement. It's not like she can tell Tyler the truth, after all, because then he'd want to know what she was thinking of that put her in that…condition.

The second time it happens, however, there's no denying what set it off.

She and Matt just broke up and Tyler is over comforting her because he was the first person who she thought to call.

He came over right away and she hugged him while she cried and said things were going to be fine. When she was done crying, he asked her what girls normally do after a break up. Caroline smiled almost evilly then and Tyler knew where this was going.

They're now watching a sappy movie on the television and eating Rocky Road ice cream and she is leaning up against him. She's starting to fall asleep and all of a sudden, his face is really close to hers and it is a bad idea, but she decides to go for it anyway, so she leans toward him and kisses him.

But then he starts to kiss back and her eyes widen for a moment because she didn't expect that. He is supposed to tell her it is too soon and that it won't be fair to Matt. But Matt broke up with her and she can't find it in her to stop kissing Tyler, so she continues to let him kiss her on the couch.

Then, he is taking her shirt off and she is taking off his and she is thinking about just how hot he is without a shirt and all of a sudden, Tyler's eyes are going wide.

"What is it?" she asks.

"You're not going to eat me, are you?" he says hesitantly.

Caroline shakes her head. This is a weird time to bring that up as a concern. "No. I'm not hungry now," she tells him. "Why are you asking?"

"You're doing it again—you know, vamping out—but if you're not hungry, then why…?"

Caroline sits up then, mortified and close to tears again, but she can't help but defend herself. "Is it my fault my fangs come out when I'm turned on?" she cries hysterically before jumping off the couch and running upstairs.

When she reaches her bedroom, she slams the door shut behind her and leans against it. Not long after, she hears Tyler start laughing. She doesn't understand what is so funny though. This isn't funny. At least, she doesn't think it is.

The laughing stops quickly though, and he's racing up the stairs and knocking on her door. "Caroline," he says pleadingly, "Can you open the door so we can talk?"

She stands up and opens the door, before looking at him, crossing her arms in front of her. He still has a smirk on his face.

"It's not funny!" she shouts defensively.

His expression changes instantly. "I know," he replies, "I shouldn't have laughed."

"You thought I was going to eat you! Don't you have any faith in me at all?"

"Of course I do! I just didn't know there could be any other reason for the fangs and we were so intimate, it was the only conclusion I could draw."

"But you don't…mind?" she hedges.

"It'll take some getting used to, sure, but no, I don't mind."

And Caroline can't help but launch herself at him then, kissing him against the wall of the hallway, her fangs coming out almost instantly.