The first time they'd had sex, Caroline chalked it up to impulse. He was too close, smelled too good, said her name with too much of the right lilt. He was just too much and so she gave in. Let her eyes flutter closed as he leaned closer, whispering something about eternities and distant cities, and didn't protest when he pressed his lips to hers. She might have even been a little enthusiastic and leaned into his touch. Regardless, when it was over and he was smirking devilishly down at her, she quickly shot him a glare, gathered her clothing, and compiled a laundry list of excuses pardoning her actions.

The second time they had sex, Caroline blamed it on her emotions. She wasn't sure about the vampire logistics of it all, but she swore she was having a hormone spike and she couldn't control herself. She could openly admit that her time with Klaus had been numbers one through five on her top five list of sexual experiences and she couldn't resist. It wasn't a want; it was a need, etc., etc. Her excuses held less meaning and she spent more time lounging in his silk sheets before gathering the courage to walk away, but her resolve was still there.

She wasn't going to make the same mistake again. Klaus was The Bad Guy. Enemy Numero Uno.

Even though sometimes it seemed like he was the only person in this whole town who was actually paying attention to her and in between his psychotic killer moments he was sweet and charming and called her "sweetheart" and stared at her like she was the only fascinating piece in an art gallery. Even though he treated her better than anyone had ever treated her and seemed to respect and value her opinion, he was still the bad guy.

The third and fourth time it happened, she didn't bother with excuses. She tried, of course, in typical Caroline fashion, but she was exhausted and hungry and too freaked out because when she was lying in between his sheets, body sprawled across his chest as his fingers stroked her arm, she sighed peacefully and felt more at home than she'd felt in months.

The fifth time it happened, she gave up trying to make excuses. She allowed herself a few moments of peace and stayed sprawled out on Klaus' incredibly large and comfortable bed. She was content in her post-orgasm bliss, nerves slowly dwindling down to their normal state, and she was staring up at the ceiling and contemplating if his mattress was Memory Foam. It had to be.

Klaus was lying next to her, his body pressed against hers, and he was slowly running his fingers through her hair. It was almost too intimate of a gesture, but Caroline didn't currently have the energy to stop him.

"Is your mattress a Memory Foam?" She asked him suddenly, cocking her head towards him and looking up inquisitively.

Klaus blinked at her. "Of all the things in the world to talk about, sweetheart, you choose to discuss my mattress?"

Caroline shrugged. "It's a nice mattress. Soft yet firm. Provides good back support. And really, there are worse things we could be discussing."

"Like why you're still trying to make excuses for having sex with me?" He baited.

She ignored him wholeheartedly. "I always wondered if those commercials were right. You know, the one where the glass of wine stays even though someone is bouncing on the bed? Or is that a different mattress…?"

Klaus rolled his eyes. "Really, sweetheart, if you're going the distraction route, I could think of much more effective tactics."

He pulled her body closer to his, pressing his pelvis into her side and let his arms move around to her breasts.

Caroline sighed, now resigned, and sat up, letting the soft silk sheets pool around her waist. "I should go."

"I beg to differ." Klaus refused to sit up and began planting open-mouthed kisses to her side, trailing them from underneath her breasts to her hip.

"Really, I should. It's late…ish. And I feel gross and should shower."

"My shower is exceptional. And I could join you."

"That's really…not…the point." He was using his distraction techniques. His mouth was hot on her skin and his hands were traveling farther down, making it harder for her to form coherent sentences or remember why she wanted to leave in the first place.

"Klaus," she groaned and he smirked triumphantly into her skin. "Stop. Please. I really need to—,"

"Why?" Klaus pulled away from her quickly, removing his hands from her body and sitting up. "Why do you feel the need to make incessant excuses and run away?"

"You now that we can't—," Caroline started, the familiar excuses for why they couldn't, shouldn't already on the tip of her tongue.

"What? Spent time together? Talk? Kiss? Fuck? Because we've already done all that and I know from reference that you enjoyed it immensely."

Caroline huffed, immediately on the defensive from his irritated tone, and finally moved off of the bed. "It's not that simple, okay? I mean, this is – was – I mean, it's been great, I'm not going to deny that because that's stupid, but it can't keep happening. You know that you and I, we can't become an us. It wouldn't work."

"Because your little friends wouldn't approve? Are you sure they would even notice? The Salvatore's seem to be a little preoccupied with Elena to really notice who you're between the sheets with. Tyler has his little werewolf and Bonnie's busy with Jeremy. Would they care? Notice, even?" Klaus was up as well, striding towards her with eyes narrowed. "Has anyone noticed where you've been? Asked what you're doing?"

Caroline glared at him with equal ferocity, trying to think of something biting and witty to snarl back at him, but she couldn't think of anything. Probably because to some tiny, miniscule degree, he was right. No one had noticed where she'd been sneaking off to or the way her eyes were trained to him when he entered her line of sight. In the past four days, she'd only spoken to Stefan and that was about Elena.

"It just wouldn't work!" She finally snarled back at him, but her seconds of contemplation took the bite out of her words and she just sounded defeated.

Klaus looked triumphant. "The resistance is getting quite tiresome, love. If you don't want to be here, don't keep coming back. Your inner emotional battle is exhausting to watch."

Caroline blinked, exasperated and exhausted. If he thought the emotional battle was tiring to watch, he should imagine fighting in it. "You wouldn't understand. Whatever. Goodbye, Klaus."

This would have been the cue to storm out of his room, back stick straight and feet all kinds of stompy, but she still had to collect her clothing and put it on.

Klaus merely watched as she dug around for her shirt and jeans.

"I understand perfectly, Caroline." he drawled. "Your sparkly human conscious disapproves of our rendezvous. Pity. Perhaps it will be more welcoming of time spent with the mongrel?"

"My conscious?" She snapped. "This isn't about my – and I can't believe you would bring up Tyler when you know that he – oh my God I cannot talk to you when you're being such a-a-a dickhead!"

Klaus raised a hand over his heart and feigned a wounded look. "Ouch. Regardless, you can't seem to talk to me otherwise, so why bother with the niceties."

"You are insufferable! I can't even—," She found her jeans and began to harshly pull them up her legs, wanting out of this room as quickly as possible.

"Goodbye, Caroline. It was nice shagging you. Have fun with the pup." Klaus snapped, turning away from her, ready to escape into the bathroom so she could gather herself and be gone by the time he was done showering.

He had already disappeared behind the bathroom door when he heard her let out a heavy sigh.

"I'm scared, okay?" Her voice was low, barely above a whisper.

"Is that what you want to hear? I'm scared. I'm terrified." She laughed bitterly. "What if -," she struggled to find the right words. "What if things end badly?"

Caroline paused, toying with her shirt between her hands before shrugging it on.

Klaus was standing completely still, right inside of the closed bathroom door, listening intently.

"What if it doesn't work out?" Caroline continued. "What if I'm not enough for you? I'm boring and not cultured and I don't speak exotic languages or have extensive knowledge of the world. What happens when you tire of me? Do I just come home, back to Mystic Falls with no family and pretend that things never happened? Or what happens if I do something to upset you? What if it's too much for me or I do something stupid or I run away? Do I have to pull a Katherine and run for the next five hundred years?"

Her voice was thick with sadness. There was a pause that lasted too long and Klaus was ready to turn to her, ready to mutter reassurances to soothe her silly insecurities.

"Or what if it's great?" She asked. "What if it's the best thing to happen to me and it's amazing? What do we do then? I don't even know what that kind of commitment entails and you – you've spent the last thousand years dedicated to one thing and it wasn't a person. How do we handle that? I just…I don't know. I don't know, I don't know, I don't know about so many things and it scares me. How am I supposed to make a decision with so many variables?"

Finally, she sighed, defeated, and moved to finally leave. She knew Klaus was listening, could feel his presence on the other side of the bathroom door, but he didn't say anything and that was enough.

She grabbed her purse from the floor and sped downstairs, passing through the kitchen and making her way through the foyer. She needed to go home, have a nice shower, and collapse on her bed for twelve hours.

Klaus was standing in front of the front door, of course, twice as fast and silent. His eyes were hard as they searched her face. Caroline looked up, raising her eyes to the ceiling, and refused to make eye contact with him.

"Excuse me," She said.

"Caroline." His voice was low, deep, and she allowed herself a glance before she could stop herself.

Caroline hesitated for only a second. She looked at him, really looked at him, with his strong jaw and blonde curls and piercing eyes and she wanted to kiss him. If only one last time, she wanted to kiss him. So she did.

She pressed her lips to kiss, raising her hand to press against his cheek. Klaus reacted automatically, his hands snaking up to her neck and holding her in place. He pressed against her fiercely, deepening the kiss and making it physically impossible for her to pull away. She kissed him with melancholy, the kind of kiss that said goodbye in less words. He grew desperate, kissing her harder, more passionately, before pulling away.

When he did pull away, he just moved his lips centimeters away from hers and pressed their foreheads together.

"If you want to leave, I will let you leave," he murmured. "If, at sometime, you decide that you can't do this anymore, I will let you leave. I will fight like hell until then, but if, one day, you decide that it's what you want, I will not stop you. I will give you the world, Caroline. Everything you could possibly want, I will give it to you, but you have to accept that this is who I am and what I can give you."

Caroline couldn't look away from him. She could see the sincerity on his face, the tiniest spot of vulnerability behind his eyes, and all she could think about was how safe she felt. She knew the irony of feeling safe with Klaus of all people, but she couldn't deny how she felt.

Caroline leaned forward, pressing her lips to his once more. Maybe everything else she previously thought was love was wrong. Maybe this was it, this blossoming feeling in her chest that was consuming her alive. Maybe he was it.