Caroline poked her salad with a fork, completely forgetting that she was in the presence of some company.

"Love, why are you staring at them?" Klaus gently moved Caroline's chin so that her eyes were on his again.

"Oh…I'm sorry…I just…." She looked back over at the table across the room and sighed.

She was staring at Elijah and Elena. The newest couple in mystic falls. Already they were so perfect together, not to mention flawless. Caroline was a little jealous at the way that Elijah treated her. It wasn't like Klaus wasn't a complete gentleman…there was just something different about their relationship.

"What is the matter? You know you can tell me." He said, a hint of worry hitting his every word.

"Nothing is the matter," She looked up at him and attempted to give him the most genuine smile she could muster up. Then she began to dig into her salad like normal.

The two contented to eat, but Caroline still glanced over every couple of minutes trying to figure out why she couldn't have what they had. It wasn't fair to her.

Klaus wasn't completely unaware that she kept her glance at the table, but he was too polite to bring it up again. He knew too much that it would upset her. And anyways, he didn't want to ruin the date that they were on.

Later on the two were walking back to Caroline's place, hand in hand when he decided to confront her again.

It was colder out, so he took off his jacket and placed it around her. She just half smiled and looked up at the starry night sky.

"You want what they have." He said, as if he was reading her mind.

Caroline was embarrassed that he figured it out.

"I….it's not like that—" She began

He put a finger to her lips, motioning her to stop talking.

"Whatever you want, Caroline. I will give it to you." He smiled and pressed his lips to her.

He pulled back, expecting to see a smile on her face, but instead she looked more upset than before.

"What's the matter? I thought that this is what you wanted?" Klaus frowned and instinctively walked backwards away from Caroline.

"You shouldn't have to change for me. And I….." she looked down at her feet.

"You what?" He pressed, again walking towards her, lightly shaking her shoulders.

"I can't tell you! This is the whole problem. They haven't had any issues saying it…and they just started dating a few months ago. We've been together much longer…it's not like I don't know that you do….but sometimes I'm not sure if we're on the same page." She rushed threw her words, not even sure if they made sense.

"You can tell me."

"If I tell you, you're going to leave." She wrapped her arms around her stomach, refusing to look Klaus in the eyes.

"I haven't left yet, have I?" The look of concern in his eyes grew

"This is something you're scared of. And I know you are. You told me it's your greatest weakness…and I don't want to make you admit something like this just to make me feel better! It's selfish." She let out a low sigh

"My greatest weakness?" He put his arm against the pole and started to think about it. What had he told her was his greatest weakness? He couldn't remember anything, all he could think about was how beautiful she looked under the glow of the street light.

She was getting more uneasy by the second, concerned that he couldn't remember what he had told her. Was this even worth it?

She began to take off his jacket when Klaus lifted his head up.

He ran over to her and kissed her, more intense than the first kiss. He let himself kiss her for a long time pulling her in closer.

After the kiss he held her back at arms length and titled his head back and let out a belly laugh. It was the first time she had heard him laugh like that. In retaliation she let out an awkward, nervous laugh.

"What's so funny?" She said, looking around

"I know why you're upset! And Caroline you know how I feel, love." He smiled.

She didn't smile back. Yes, she knew deep down how he felt but it didn't make her feel 100% sure because, unlike Elijah and Elena, the words were never spoken between the two.

"Why can't you tell me?" She pressed

"I…It hurts me, Caroline." He sighed

"I know. But you know how much I need to hear it."

He paused for a minute and she began to take off the jacket.

"Forget it…"

"No Caroline please. I love you." His words were jumbled.

Caroline's smile at hearing this seemed to light up the night.

She was the one to laugh now, and butterflies filled her stomach.

She looked him in the eye now and ran her hand threw his hair.

"Was that so hard?" She laughed and wrapped her arms around his stomach

"Yes." He said bluntly. "But you're worth it." He kissed her forehead.

"It's funny, because the day I first met you…you said you'd never fall in love." She nuzzled her head into his chest. So beyond relieved that he had FINALLY told her the one thing that she'd been waiting for a whole year.

"Well you make it so easy."