So, this is a fantasy of what happened the rest of the night that I ended up working on until it was six pages long...so I figured I'd better stop.

I'm way too used to seeing smut fanfiction where there is words like 'impressive member' and dirty talk and stuff like that. I am still shy about it, so yeah I did write a little bit of smut, but I think I was very subtle, or at least enough so that when I reread it I didn't blush quite as much as I did when I read other people's fanfiction. Not condemning anyone's fanfics, I did end up readin that stuff for a reason, but that isn't what I thought Klaus and Caroline would be saying or doing, to each other. For the foreseeable future I will be changing it a lot, rewatching the 5x11 with different perspectives and noticing more things will make me want to add details and somesuch.

So enjoy. I loved it so much I reread it several times :)


She didn't care that he had showed up out of nowhere, or that he'd helped her friend get unburied. He was there, for her, and wanted something she didn't expect, but wondered if it would come up again during one of their little chats. What she felt for him. She told him one of the times he nearly killed her, that she knew he was in love with her. A thousand-year old hybrid, one of the first vampires that started the race she now belonged to. He'd seen so much, learned so much, and now he was interested in her. More than interested, he was in love. She had to pretend like she didn't care, in case it turned out to be that Klaus was a thousand-year old version of Damon. Klaus could compel her, she had to be careful to make sure he didn't try to. But he asked her what she felt about him; that would be the ticket for him leaving instead of going to torture Katherine. Don't know why she owed Katherine any favors but the dying part she felt sorry for.

He'd promised to leave if she told him the truth. The fact that there was a truth to begin with made it clear her guard was always up but he'd still gotten past her walls, in brief moments. She said she would tell the truth about what she wanted. Because he wanted to know her hopes and dreams, and everything she wanted from life. He wanted to know if he was even one of those things she wanted. And so she confessed it. She took two steps in, all the while, staring at those lips and wondering what it is she would do after this. Briefly looked to his eyes, which had glued themselves to her mouth, broke free from the spell to look in her eyes because he sensed she was doing the same and used the last of her attitude on him to reassure him this wasn't happening ever again. Then she confessed. In two, really good, kisses.

She closed her eyes, opened her mouth and kissed him. His lips, full, and soft, he kissed her back just the same without pause, like he already knew how to kiss her. That was going to be it, one kiss, just to tell him what he wanted to know. But he kissed her back so well, her fingers brushed his jawline and fell toward his neck. His lips fell from hers as quickly as she kissed him but she wanted more, not realizing the one kiss was what he thought he'd be receiving, and so he let her push him back as she let her fingers go into his hair with another kiss. Her hand tingled briefly from touching his face. That bristly, unshaven face; those eyes that stared so deeply into her, wanting to see what she was refusing to reveal, yet seeing so much more than she thought she was showing, every time she looked at him. As soon as his lips hit hers again with the same fervor she had, he stole the air she didn't need to breathe. And god, how he kissed her. It was perfect, so perfect. She'd imagined how her perfect kiss would be before she'd ever received her first, and no one had quite gotten to that level. But he did. As soon as her eyes opened to his, the man's face went from accepting those kisses were all he'd be getting to lighting up like a Christmas tree, and she let herself admit that this time when he looked deep in her eyes, a smile he was barely suppressing with her hand on his face, she'd let him in one too many times, and he knew her now. And she didn't mind, she trusted him. Trusted him not to destroy her. They were friends long before he'd ever asked her if they could be, and now, they were more than that. With the rest of the world falling away, she smiled back. Grinned. For right now, she'd let that happen, she'd let him see that she liked him; that she liked the fact that he knew her. And right now she was just going to enjoy what came next.

So she held onto him as he used his thousand-year old vampire speed to push her into a tree, and his hands went from her shoulders, and trailed down to grip her waist as the kisses began, again, deeper, harder. He didn't let up, and she didn't want him to. He obviously loved kissing her as much as she loved kissing him, and this was obviously going to lead to sex, and there was nothing she wanted to do more right then. Her hands trailed from his face down to his neck, pulling his lips closer, found and gripped the collar of his jacket and pulled one side off his shoulder, still holding onto his lips, and he had to let one hand drop then the other, leaning back to accommodate her, then the other side came off. It fell off behind him but he kept their kiss going.

Her kiss was even better than he'd ever imagined. He knew the curves of her face; the whimsical look she'd had when she was staring at the horse and he now knew her very well. As one would know their best friend, or a lover. But he'd only ever dared to dream about how it would feel for her small mouth to fit against his, or even what her mouth would taste like. Which every kiss she gave, it felt like he was living that dream. And there was no reason he needed to wake up. No reason to not succumb, immediately. He knew the planes of her lips better than he knew his own, just from staring at them, and they molded perfectly against his. He loved how hard she kissed, and wanted nothing more than to reply with the same ferocity. They began their dance and it just became exceedingly more complex, but neither of them is missing a beat.

He pulled back from her just a little, tilting his head to the side to bring his hands to the fabric of her jacket; if he didn't look away all he would be able to see was her face, and so she tried to bring his lips back to hers, bringing her hands up to capture his face but he reached for her jacket; the first layer that were separating them, was off of her and gone in less than a second, with a flick of his wrists. She let go of him briefly to let the jacket fall and the amount of space between them doubled. She pinned herself to the tree to keep from springing on him because in a matter of seconds he took her jacket and it'd disappeared like his had, she breathed hard to fill her lungs with unneeded air again, to compensate for what she now craved, her eyes never leaving his mouth, and soon after he did the same, then pushed his body back against hers, her head pressing against the tree behind her and she gripped his neck with one hand and arm to keep him there.

He kissed her once but then leaned away. She felt that need to kiss him again intensify as his hands grabbed the front of her spaghetti-strapped shirt, his arms raised as he crouched slightly and her hands had fallen to the top of his arms. His knuckles whispered against her breasts and ripped it wide open in front, the trace of a snarl on his mouth in forgotten anticipation of the shirt giving him trouble and he stood tall again with his chin raised, expecting a glare for destroying her shirt; nearing her mouth slowly as he regained some breath, then quickly dropped back down to her, his arms dropped again, bouncing back up to place themselves on her own bare skin. Right now she didn't care that she probably would never be able to wear that nice shirt again, only that his mouth was on hers, gripping the back of his neck to keep him there. He pressed himself back to her body, his shirt fabric against her bare stomach.

He kissed her deeper, she pulled him closer, resting her arm on his shoulder. She didn't want to stop kissing him; the feel of his lips on hers, the taste of his mouth was too good. Her arm went around his neck briefly, and then she discovered her shirt was still stuck on her arm, and she yanked it off as best she could, the fabric falling over his hand. Her other hand pulled away from his neck because the same problem became clear for her other arm. His face moved to the other side of hers, their lips never leaving eachother's, but she was afraid he'd pull away again. He kissed her again on the same side, her other free hand went up and grabbed his head then went down to grip his neck now with her bra strap falling down her arm, but her other hand was trapped in her ripped shirt. She leaned forward to get a better angle and he leaned back to accommodate, gripping her tighter with the lower half of his body still pinned to her. She pushed her arm forward, going through the gap his arm was making, her other and finally she pulled free of her stupid shirt; her other bra strap fell further down her arm and her hand pulled back from his hair and went back to his neck, her freed arm rested on his shoulder, her hand in his hair, and she kissed him harder.

She was aware his hands were still planted on her waist, the tips of his thumbs were on the bottom of her bra, she kissed him harder, wanting him to get closer to her but when he didn't she pushed closer to him, suppressing a whine in protest. He kissed her again and her hand went to his face, her other hand joined as her thumb slid over the arc of his ear and easily guided his face to switch sides. His hand climbed higher on her side, and within a second she flipped them; Klaus pinned against the tree. He didn't seem to mind at all. She ended their kiss to look into his half-lidded, lust-filled eyes, his mouth hanging open, knowing she had the control this time. She could pull back. He shared her smile as she gripped the bottom of his shirt and he took his hands from her waist, lifted his arms and the shirt came off quicker than hers did; without thinking she flung it away, its existence unknown to her as well now. Their skin slapped together as she pressed her body to his again, and her shirt had fallen away without his hands to keep the fabric there, his abdomen crushed against her stomach.

His hands briefly placed themselves back at her waist, kissing her again, before one arm pulled her against him and snaked around her waist. She gasped in the air and felt his fingers inside the hem of her pants. He unbuttoned the top and unzipped her jeans, and then she pushed him away to take her own pants off. She stood in her underwear a few seconds later and stared at him, he stared right back at her half-naked body, his eyes wide on hers, and almost unbelieving that she let him look at her body this way. She breathed hard and her eyebrow rose flirtatiously, she lunged at him and they kissed again. Her eyebrow fell back down with the feel of his lips and his arms now around her bare waist, her arm around his neck and a hand on his face.

Amidst the sound of their lips pressing together, intensely aware of the taste of his mouth and the air that passed between them, sighing and moaning with every passionate kiss they exchanged, and the feel of his skin on hers, everywhere, she also heard his step in the leaves as he moved to brace her, his arms suddenly tensed and she braced herself as he laid her down in the leaves. Her hand rested on his face gently, the other now rested on his bare shoulder and his body now pressed against hers in every way without needing to try, one hand again at her waist and he looked down at her, pushing himself up a little with his other arm so his blue eyes could stare into her teal-blue ones, stare at her face. She let him search, wonder, ponder, and did some herself. Was he going to break his promise? Would she be able to handle it if he did? She didn't think she could be around him and her friends at the same time now.

The thing was, she was scared. Scared of not knowing if he was just done after this. Had gotten everything he wanted, and sure he was in love with her, but did he really want to be with her, knowing full well she wanted to be with him too? Because with all of those other guys that she'd actually had sex with, they never made grand promises like Klaus did. She had her own ideas of their future together but they always fell through. But Klaus's promises of having an eternity together, and him actually acting like he'd come through on those promises, each and every one; she wanted that future with him now, she was sure of it. But this was too soon, and she didn't know what to do.

His eyes continued to stare back into hers and saw the fear, and to her surprise, his hand that had rested on her bare skin now went up to touch her face. His rough hand stroked her soft face and her eyes softened to him much like they did what seemed like forever ago, knowing he'd in fact be her last love.

"How far do you want to go, love?" Klaus asked. He expected her face to harden again and to receive a harsh reply. But Caroline's thumb suddenly moved to stroke his cheek and he had to suppress another wide stare.

"I don't know." She replied in a whisper. Right then she saw in his eyes something she couldn't really describe. But she'd felt it in her own eyes before. That beautiful look that always turned into much more for her, something she wanted but didn't ever find for good, what she could treasure and cherish for the rest of eternity. Love. And slowly, he lifted his head to place his now-swollen lips gently to her forehead. His eyes then went back to hers and she stared into those blues, trying hard not to show that she wanted to cry. Not one of the guys she'd ever been with looked at her like this while they had sex, not one.

"I'll tell you what." He began with his accent now washing over her. "We'll take it slow, and then if you want to stop, we'll do so." He told her. She smiled appreciatively. "I won't force you to do anything you wouldn't want to do yourself." He reassured her. Her smile faltered and he searched her eyes, wondering what she was thinking. She closed them and shook her head.

"Just kiss me." She whispered, breathing hard to keep any tears from coming to the surface, make this whole thing more complicated than it already was. She opened her eyes back to him and he dropped his mouth to hers slowly, savoring this moment, right here right now. He knew it would be centuries before she would come to him, as much as that fact hurt him he was going to enjoy having the feeling of her soft skin against his, enjoy how her lips felt, enjoy feeling where her hands went along his own skin. He had only made love once with someone other than her. The princess whose bracelet he'd given to Caroline. But that fact didn't matter now. This beautiful woman who'd challenged him every day had become the love of his life and what mattered was that he was making love to her. He had to accept that he didn't know when he'd see her face again, nor when he'd be able to kiss her this way or make love to her again. But the day she did, he would introduce her to his child, whatever sex it was, however old it was. This moment was more precious to him than he ever thought would have been possible centuries ago, it was more precious to him than knowing he was going to be a father. And therefore he couldn't let a single soul in his life know about this moment, or this woman. He took her face in his hand as he kissed her again and gripped her tighter, letting his body press against her and she kissed him back, her hand that had rested on his shoulder now slid down his back and pulled him harder against her. He drew an intake of breath, turned on again and intensely aware of his jeans; what was pressed to her.

He kissed her harder and she did the same, following him as he pulled his head up so as to keep his lips to hers while he moved the weight of his body so he could reach down to his jeans and take them off. A second later he was free of them and his skin was pressed back to hers, she kissed his mouth as he dropped down to her again and then pulled away, kissing his cheek, down to his jaw, trailing down his neck and pulling and pushing on him, they both moved to become closer, fit closer together. Klaus's head was buried in Caroline's neck and hair, he breathed hard against her skin while she kissed pressure points almost unknowingly along his neck and shoulder. The feeling of his breath on her skin became too much and she flipped them over, Klaus's eyes flew open and he stared at her in surprise until she bent over him and kissed him again, pulling on him and exploring his skin, his mouth. She unintentionally pulled him up to sit while she sat on his lap and she felt his fingers under the fabric of her bra at her back, she slapped his hands away and stared him down, they panted together briefly while her hands flew to her bra clasp.

"You already ripped my shirt open; I probably can't wear the stupid thing again." Caroline told him, and shakily hooked her fingers onto the clasps, ignoring Klaus's chuckle. "You are not, ripping my bra off too." She breathed. She finally got the damn thing off and she lunged at his mouth again, throwing him onto the ground and gripping his neck and shoulder. She heard a slight growl and Klaus flipped them again, their legs now tangled, leaves stuck in each other's hair. He stared down at her and she stared impatiently back at him.

"What?" She asked, ready to grab ahold of his neck again.

"We're about to do this, Caroline" Klaus began, his hand on her waist and the other at the middle of her back, "just know the deal still stands. We won't go further than you want to." He said before bending down to her mouth again. He kissed her deeply then and her arm hooked around his neck and she ran her fingers through his hair, they were both aware of what was pressed into one another, and every movement they made further intensified that feeling, they drew in nervous breaths together until Klaus kissed her down to her neck and she tightly shut her eyes, her head lolling back at the feeling. Klaus pulled back and looked down to the lower half of Caroline's body, his hand slid down her waist and his fingers trailed along the seam of her underwear, one of the only things that separated them from what they both wanted. Klaus looked back up to Caroline's face, silently asking permission to do what he'd done to her shirt. Caroline stared back and nodded intently, looking down to her underwear as well while Klaus used three fingers to rip her underwear away from her body, pulled it away from her legs as well as his, and Caroline caught Klaus's eyes before she did something in a fit of rage-filled impatience. She did the same thing to his boxers. He gasped lightly and soon the surprise left and was replaced by laughing, grinning at her boldness. She kissed him and trailed her kisses down his neck again; Klaus rested his forehead in the crook of her neck before stopping her altogether.

Then they knew what was happening. Klaus held her eyes as she looked back at him with tenderness, reflecting the love he'd shown her back with her own eyes, and put her hand back to his face. Quickly, Klaus kissed her, and she looked briefly at his closed eyes, before she closed hers as well. He ended their kiss and their eyes opened to each other as his skin wasn't just pressed to hers anymore. Klaus watched her face as her eyes stayed open on his and she drew in a breath. He did as well, and pushed himself further into her. Caroline drew another breath in quickly and her head absentmindedly went up to his. She kissed him lightly and he kissed her back, and then pushed again. She kissed him harder and with muscle memory and feeling the lust in her body, rolled her hips against his. She heard a moan escape his lips and bit her lip, gripping his body tighter. Klaus kissed her deeply and they went on, kissing harder and deeper with every movement they made together, Caroline's fingers going into his hair, his into hers and gripping the back of her neck. Then came what they were working toward, Caroline couldn't take it anymore and let her head fall to the ground and Klaus's eyes shut, moaning again.

He pressed his forehead to hers and they moved faster, moaning together, kissing once or twice and gripping eachother tight enough to leave bruises. They felt elation and looked at eachother with glazed-over love in their eyes, and kissed lightly. Caroline stared up at him and Klaus cradled her face with his hand. They stared at eachother for a moment and Klaus then held something in his eyes, happy but fragile. Caroline waited for him to say whatever he seemed he was going to, she felt his chest move as he breathed.

"I love you." He breathed, his lips shaping the words. Caroline's face moved beneath his palm and then she lightly kissed his worn forehead. Her eyes returned to his and he felt the beginning of hope stirring in his chest, but pushed it down. Caroline's hand returned to his face and the feeling of her skin stroking his cheek hadn't ever felt so good.

"I love you too." She replied in a whisper. Klaus's eyebrows rose and he smiled slightly, hardly daring to believe she'd said it. He hallucinated her words, he was sure of it. "I love you." Caroline said again, kissing his cheek, repeating the three words over and over as she kissed a new part of his skin, now that skin being touched in love. When she returned to his lips, he kissed her back hard and they moved again. They felt a closer fit than ever before, as they moved, kissed and kept telling each other they loved one another. They came to their elation once more, Caroline on top of Klaus, and kissed, over and over again afterward.

Klaus and Caroline made love several more times before Caroline noticed what time it was and pushed Klaus away before they could start up again. She sped to the tree, looked for her clothes and Klaus joined her, getting dressed with her. They kept looking at each other and kissing one more time; just one more because they knew they couldn't be together now, before both of them were fully dressed in what clothes they could still wear. Caroline stood away from Klaus, her body turned in the direction of the Salvatore mansion where she knew her friends were. Klaus's blue eyes looked back into hers and he smiled with both his mouth and his eyes. His own body was turned towards the direction of his house, where she knew he would gather Rebekah and they would go to New Orleans together. Without Caroline, once more. Klaus caught Caroline looking toward his house, and when she looked back at him she quickly looked away.

"I wish I could-" She began.

"Don't say anything you don't mean to admit to when you're standing with your friends." Klaus replied gently. Caroline smiled at him sympathetically and forced herself to take a step toward the mansion. If she got any closer to Klaus than she was right now, she wouldn't ever leave. Her friends needed her. This moment was over now, although she didn't ever want it to. And she could tell by the look on his face when his eyes went back to hers again, that he felt the same.

"I love you." Caroline told him before he could stop her. Klaus looked deep in her eyes and smiled.

"And I love you." He replied matter-of-factly. "I do hope that reason alone will make the wait a shorter period of time than I believe it is." He added. Caroline cocked her head to the side, wanting to protest, but she knew he was right. "But I don't expect you to come to New Orleans next week." He said.

"I will come, Klaus. If this is any indication of whether you should keep waiting for me or not, I will." She replied with a smile. "Just, not now." She said. Klaus took a step towards her and she drew an intake of breath.

"I know." Klaus replied. "But I should warn you, when you do come to New Orleans," he held her eyes and she searched them with a sarcastic look "be safe." He said, shaping the words with his mouth again. Caroline smiled and shook her head, went to him and kissed him one more time with her hands pressed to his face, Klaus gripped her wrists but as soon as she pulled away he let her go, and when he opened his eyes she drew in another breath and disappeared. He almost went after her but he knew of one hundred and one different reasons why he shouldn't. Klaus copied Caroline's intake of breath and disappeared as well, until he heard a twig snapping. He went to where he'd head the noise and saw Tyler crouching by a brush of trees, and the hybrid's eyes widened as he saw Klaus as well. He stood and Klaus saw Tyler's fangs appear.

"You son of a bitch" Tyler hissed, then used his hybrid speed, but Klaus pushed him away easily.

"What part of this situation makes you angry, Tyler" Klaus asked, walking towards him, each time Tyler came towards him Klaus pushed him away as easy as if he were a toy "The fact that Caroline has fallen in love with me," he kicked Tyler this time and sent Tyler sprawled onto the woods' ground, glaring at him with wolf eyes "the fact that now you know I indeed am in love with her as well," and gripped Tyler's neck, dragging him through the leaves as Tyler choked "or the fact that Caroline was happy with me." Klaus asked darkly. Tyler glared at him.

"No matter what happens, she will never be happy with you." Tyler rasped and Klaus chuckled.

"I suspect you saw what we just did together, and I am inclined to assume further that you heard her tell me those three little words. The problem is, I both can't let you remember this in order to use a girl that you don't deserve against me, and Caroline deserves to be able to deal with your impish problem head-on, instead of you deciding to kidnap her or further hurt her." Klaus said, all the while dealing with Tyler's struggles well. Tyler pulled something from his pocket and Klaus took his wrist before he could use it. Tyler glared at him in shock when he realized Klaus didn't pull the weapon from his hand.

"Tyler," Klaus began, starting his compulsion. "you saw nothing of what Caroline and I have done, and now you're going to go away for a bit to leave her alone. Do feel free to return to Mystic Falls when you have nothing left to fight for." He said. He then threw Tyler to the floor and sped away a safe distance to make sure the complusion took, which it did, before arriving at his home where Rebekah was standing in front of the few things she brought with her. She crossed her arms.

"Well, are we ready to go or what?" She asked. Klaus avoided looking at her when his mind went to Caroline's face again.

"Yes, we're going." He looked back at her while she stared back at him in confusion. "Would you not rather stay here with the quarterback?" Klaus asked. Rebekah smiled at him and he knew he gave himself away, he shouldn't have said that. "Forget I said that." He replied quickly and turned away but Rebekah went toward him faster than he wanted her to.

"You were with Caroline, weren't you?" She asked.

"I wasn't, go and put your things in the car." Klaus replied.

"You definitely were, is she planning on joining us soon?" She asked

"Shut up"

"Well is she?" She asked. Klaus sighed and turned back to face his little sister but wouldn't look at her.

"No, she isn't, she needs to help her friends. Now get ready for the trip." He told her. Rebekah left with a smile on her face and a small suitcase while Klaus looked toward the place that Caroline had last been in his home here, when she brought him back from Silas's compulsion.

"Friends, then?" He'd asked nervously. Caroline had just told him minutes ago that she loved him. He grinned at the fact and turned around, playing with his keys and went outside with a small suitcase of his own.