Klaus paced through his house nonchalantly, his mind set on the upcoming events. There was a battle going down soon and on top of that the other side was unraveling.

Many problems.

Unbidden, his thoughts strayed to his little blonde distraction, Caroline. His brows furrowed. Who was going to protect her when all those witches came back from the dead and tried to attack her? His lips tightened. He had to trust that Stefan would look after her. There just was no possible way he could leave now when things were this tense.

A buzzing in his jeans pocket broke his thoughts. He pulled his phone out and had a sharp intake of breath when he read the caller i.d.

On the second ring he answered.

"Caroline…"

Caroline could barely hold the phone to her ear, her hands were shaking too bad. Tears fell freely from her eyes as she gasped for breath.

"Klaus," she cried, voice rising in hysteria. Her hand cradled Stefan's cold cheek, fingertips trembling.

"Caroline? Caroline, sweetheart, what's wrong?" he urgently asked.

Caroline could barely see straight. Everything was wrong. So, so, so wrong. This should not have happened.

"It's happening," she whimpered, "the-the spell was made and… and we're all doomed."

She looked down at her best friend and gave out a horrible sob. Klaus called her name worriedly through the line.

"Caroline! What spell! What is happening!" he demanded.

"The travelers! They succeeded. All witch magic is unravelling until any magic that created immortality or...you and me….just gone...by midnight," she cried, ugly sobs ripping out of her. "You'll know it's happening when the way you died as a human happens again. So whenever I start...suffocating….you'll know…."

"Caroline," Klaus whispered, his voice cracking.

She squeezed her eyes shut, biting her lip. "S-Stefan...a passenger in Tyler's body just-just...ripped his heart out and he's-he's gone, Klaus, he's dead...Stefan's dead," she rasped. She could barely form coherent sentences anymore.

"What," was stated softly.

Klaus was silent as Caroline continued ugly sobbing, her hand cupped around Stefan's cheek still.

"I just wanted to call because-because...I don't know when I'm gonna...go, and I just felt...I...I know we never got to be together-

"Caroline, please," Klaus pleaded.

"I was going to come to you eventually," she admitted, voice trembling. Klaus' breath stuttered through the phone. "I had it all planned," she moaned sadly. "I just...don't have any more time left and...I thought that the best way to...die-

"Sweetheart-

"...was to die hearing your voice….I love you, Klaus," Caroline choked out and looked up, imagining herself looking at the man himself as she spoke the words. The thought alone caused more tears, and she choked on her sobs.

"I love you, and I'm sorry we couldn't-that we couldn't...be together...in the end," she cried.

She could hear him snuffle and thought it so funny. She didn't think he was capable of tears.

"Sweetheart, don't talk like that, don't say your goodbyes...I still haven't gotten the chance to...show you the world." Klaus could barely make out his words now, too. "And I've always loved you, Caroline...please, please don't say your goodbyes. Not until I-"

"This is the end for all of us, Klaus," she bemoaned, "After tonight, we're all dead. The forever dead. So...hold Elijah and Rebekah close because we're all screwed."

"No, this is not the end! This cannot be the end!" Klaus roared over the line. Caroline sobbed harder, knowing that he was just starting to let this situation fully settle in.

"You are not going to leave this world without me holding you in my a-arms," he despaired, his voice cracking over the last word. Caroline's body shook. "You're not going to leave me like this, not this way…Caroline."

"There's nothing we can do now, Klaus," she whimpered. "This is it. Just...stay with me...until the end...I lo-

Caroline's grip on the phone loosened as she began to fight for air. The phone slipped from her fingers as her whole body forgot everything except for the need to breathe again.

"Caroline! Caroline, sweetheart! NO!"

She could hear his voice but she couldn't concentrate on much else.

"K-klaus!" she choked out in a terrified rasp.

She continued to fight for air but soon enough she couldn't do it any more and…

Caroline Forbes fell.

"Ca-care….no.."