Disclaimer: I do not own The Vampire Diaries - the original books were written by L J Smith and the TV show was developed by Julie Plec and Kevin Williamson. This story is the product of their characters and world and my imagination.

When Caroline finally got home, her mind was in turmoil. Klaus' words stayed with her.

"Come on, get to know me. I dare you."

"Fine … So, what do you want to talk about?"

"I want to talk about you. Your hopes, your dreams, everything you want in life."

"Just to be clear, I'm too smart to be seduced by you."

"Well, that's why I like you."

She was supposed to be the distraction. It wasn't meant to be real.

But his words meant something to her. The fact that he seemed genuinely interested in her was something she wasn't really used to, even from her friends.

It scared her, that he was getting under her skin despite the fact that she knew what he was.

Supernatural nightmares shouldn't be so charming.

And Klaus was an exceptionally dangerous nightmare.

She remembered his quick change in mood when he felt Kol's daggering. He'd scared her then, with his fury mixed up a little with what seemed like betrayal, as if he was hurt that she was part of her friends' plot.

Because he'd known, of course. He had seen through her frantic denials. She shouldn't have expected otherwise – he was intelligent, calculating and a thousand years old after all.

But he hadn't killed her. He had only flashed off to help his brother and left her there, outside the Grill

She hadn't even realised she'd been trembling until she fumbled for her phone.

The next few hours had been a bit of a blur. Any plan they had was in tatters, Bonnie's mom had been turned into a vampire, and Esther Mikaelson had fled with Finn.

So when Caroline got back to her house all she wanted to do was lie down and sleep.

She wanted to forget all the supernatural problems in her life just for a few hours.

But when she got home she didn't find peace and quiet. Instead she found a box on her bed.

She picked it up gingerly and opened it slowly to find the glittering bracelet she had thrown back in Klaus' face at the Mikaelson Ball.

To some it might be a romantic gesture. To Caroline, however, it felt like something else entirely.

A reminder that Klaus was interested in her … and that he had full access to her home.

A warning, perhaps, not to get tangled up in her friends' plans again.

She tossed the bracelet back onto her bed like it had burnt her.

Then she went to her closet and started to pack.

Caroline knew how people saw her.

The ditzy, shallow blonde. The party girl who drank too much. An insecure, neurotic control freak who was always second to Elena Gilbert.

There was more to her than that, though, even if it wasn't always easy for her to remember that.

Caroline was on track to be valedictorian. She could apply to excellent schools and, thanks to her grades and numerous extracurricular activities, she would almost certainly get numerous offers. She was brilliant at planning an amazing event and keeping it under budget. She loved her friends and did her best to protect them.

She wasn't stupid, no matter what Damon (and countless others) liked to say.

She could see the way the wind was blowing. Her friends might think that they stood a chance against Klaus, but Caroline was starting to realise that they were wrong.

Klaus was playing with them all. She knew that when he'd had his fun he would simply go ahead and do whatever the hell he wanted.

Kill them all. Raze Mystic Falls to the ground. Paint their little town red with blood.

And she didn't want to live like that, always on edge, always waiting for the day she'd find herself with a stake in her heart.

She wanted to live, damnit.

It hurt to know she was abandoning her friends, but she knew that none of them would leave with her.

And she was done with Damon's crazy plans, with constantly putting her life on the line for Elena without quite knowing if her friends would face the same risks if it was Caroline in danger.

She was loyal to her friends, but loyalty could only go so far without reciprocation, especially when they were outgunned by enemies like the Originals.

Maybe it was selfish, but Caroline thought she was entitled to think of herself every once in a while, especially when her life was on the line, the life she had been working so hard to keep.

She also knew that if she stayed she'd be in danger of forgetting all the horrible things Klaus had done.

His attention was a heady, intoxicating thing to her. It appealed not only to her more human side but also to her monster.

Especially to her monster.

Caroline wanted to be a good vampire, for the sake of her mom and her friends and the wellbeing of the general population. It was hard, though, and she was sure that any extended time spent around Klaus would seriously affect the tight control she currently maintained in relation to the monster that lived inside her.

Klaus was temptation personified. He's beguiled her with stories of all the places she could see and had promised to show them to her. He had admitted he fancied her with no hint of deceit, had truly seemed to want to know her and for her to get to know him. Everything about Klaus invited and, though she knew about the darkness hidden underneath the handsome face, the dimpled smile, Caroline couldn't help but be intrigued.

No … she had to get out of town.

It would be a blow to her mom, but Caroline was sure that she would understand eventually. Liz Forbes knew more about the perils of Mystic Falls than most of the residents and it would hopefully be a comfort to know that her daughter was away from the supernatural world's most dangerous family.

So she scribbled a quick note to leave in her mom's room, promising that she would call her soon, grabbed her bags (one small rolling suitcase and a rucksack – she was trying to pack light) and headed out of the door.

She didn't look back. Tears would have to be saved for later, when she was safely away from town.

The bus station wasn't too far from her house and so Caroline decided to walk. It would have been easier to get a taxi but she was feeling a little paranoid about her departure being noticed and she didn't want anyone to realise she was leaving until she was at least on the bus that would take her to the nearest big train station.

Gossip travelled extremely fast in their little town and the last thing she needed was Damon showing up and forcing her to remain in order to give Elena one more protector.

It was a pain, lugging her bags behind her and trying to stick to the quiet routes so no well-meaning but nosy Mystic Falls residents could question her on where she was going.

She had nearly made it to the bus station when she heard a slight noise and felt the air behind her displace slightly.

"Were you going to leave without saying goodbye, love?"

It was Klaus' voice, calm on the surface but with an undercurrent of tension that made her nervous.

Caroline stiffened and turned to look behind her, spotting Klaus a few feet away.

She took a breath and tried to hide her fear – predators, after all, could smell it.

"I …" she stuttered for a moment before she tried to put more certainty into her voice, "I'm going to visit my aunt."

"Without telling your mother, or any of your friends?"

He looked indulgently amused rather than angry, but Caroline knew well enough how fast his mood could change if things didn't go his way.

"Last minute decision," she muttered, "I was going to call my mom in an hour or two when she'd be back from work."

"Besides, I wasn't aware that I had to inform you of my every movement," she continued tartly, her irritation at his scuppering of her plans partly overriding her fear and making her words sharper than was perhaps wise around someone like Klaus.

"Perhaps not," he agreed, "but we both know this is more than a simple little trip, don't we Caroline – you're running away."

She glared at him, disliking his implication of some cowardice on her part. There was nothing wrong with being sensible, with wanting to leave a sinking ship before she drowned. Especially when she had a feeling that all the lifebelts were going to get tossed Elena's way.

"It's none of your business what I do or where I go," she hissed.

"Ah, but you've made it my business, love. You took my blood, you came to my ball, you wore my bracelet. And then you put yourself in the position of a distraction, played a part in that plot to harm my family."

Suddenly he was right in front of her, one hand reached out to tuck her hair back away from her face almost gently.

He was so close that she found herself frozen, unsure as to what his next move would be.

She looked down and her eyes widened when she realised what she had missed.

Blood.

The smell should have made it obvious, but it was clear that her panic had overridden her enhanced senses. Slowly she lifted a hand to brush at the strands of hair Klaus had moved and when she looked she saw her fingers spotted with rust coloured marks.

Klaus' hands were splattered with blood, and though his clothes were too dark for her to be sure, she had a horrible feeling that they might also bear the evidence of his displeasure.

"Klaus," she whispered, "what have you done?"

The Original Hybrid smiled, a flash of sharp white teeth that wasn't at all reassuring, "Damon is dead."

For a few moments it felt like Caroline couldn't breathe.

She wasn't sad that Damon was dead. In fact she was almost glad of it, considering the nightmares she still had every now and then about what he did to her when she was still human. Damon might have been Stefan's brother and Elena's … something, but to Caroline he would only ever be an abusive asshole who reminded her of one of the worst periods in her life.

Still, the casual and callous way Klaus told her of his death shook her, made her wonder what he would follow such an act up with.

Stefan's death, or Bonnie's … perhaps her own.

"Why?" she asked carefully, now very aware of the tightrope she was walking.

Klaus shrugged, "I tired of his insolence, of his repeated attempts to destroy my family. His plots were mere irritants before, but his decision to get involved with Esther was his downfall. An example had to be made, if only to force your friends to realise who exactly they are dealing with."

Caroline hoped they'd get the message, but she also had a horrible feeling that grief might blind Stefan and make him forget his sense. And she still had no idea what Elena's feelings on Damon were, but she knew there had been something between them … and if Elena was upset then that usually meant everyone else got involved.

"Well consider your message received," she told Klaus in a ridiculously bright voice that probably didn't fool him at all, "I'll just be on my way and out of your hair."

Klaus laughed, even as his hand shot out to block her movement, "oh, sweetheart, we aren't nearly finished yet."

When he gripped her arm she tried to pull away but it was a futile endeavour that only left her more frustrated, especially when Klaus showed no outward signs of exertion in keeping a tight hold on her.

"I get it okay," she insisted, "you're the freakin' alpha male and we've all been reminded of that. My bus leaves in twenty minutes, so can I go now?"

"I really must insist that you not leave town right now, Caroline."

Caroline frowned. Klaus had phrased his words very politely. There was steel in his tone, though, and a dark look in her eyes that suggested trouble if she did not comply.

She narrowed her eyes at him, reading in between the lines and realising his unspoken implications – that any attempt to flee Mystic Falls would end badly, and probably with a murder (or ten).

"You better not be threatening my mom, Klaus, because if she gets hurt then I swear I'll get my hands on some white oak whatever it takes."

He grinned at her, "you are a delight as always, love, and I assure you that your mother will be quite safe from me as long as you remain in Mystic Falls and do not involve yourself with any foolish plans your friends might concoct."

Caroline growled in frustration, "forcing me to stay here isn't going to make me like you any better."

"I think we both know that there is something between us, sweetheart," Klaus said, "no matter how hard you try and deny it. I simply want a chance to further and nurture what is already present."

His confidence was irritating, but she had to admit he had a point. Though they'd known each other only a short time she couldn't deny that she was charmed by Klaus, in spite of his murderous tendencies.

She was, however, leery of his suggestion that he wanted her here only to get to know her better.

"How do I know that this isn't just some twisted form of punishment?" she asked, "because of what happened with Kol?"

Klaus grabbed her hand and tugged her over to a nearby bench, sitting far too close and smirking like he knew exactly the sort of uncomfortable mix of nerves and arousal he was causing her to experience.

"I rarely give second chances, love, especially when someone moves against my family. I find, however, that Mystic Falls is an odd sort of situation, and in certain cases I'm willing to be lenient."

Clearly, Caroline thought, not with Damon. She did not, of course, mention such a sentiment out loud.

"So I'll forgive you your transgressions, sweetheart," Klaus continued, "this time at least. You were acting out of loyalty after all and I can appreciate that – it's such a difficult trait to find sometimes. But my fascination, my interest, the way you affect my long dead heart … all of that can only give you so much protection, Caroline. I've killed countless beautiful, clever things and, though I believe I would regret your death most of all, I will not countenance another betrayal."

Caroline didn't know quite how to react. She knew she should be disturbed, angry and panicked about Klaus' admission that he might kill her if she betrayed him. And part of her was … another part, though, the more primal vampire side, understood his point of view. All of the conflicting emotions led to a lot of confusion, and she found herself in the unusual position of not really having any response to make.

"Of course," he continued, ignorant of the crisis that was going on inside her mind, "should I ever be gifted with that enviable loyalty of yours, I assure you that I would never betray you."

Caroline went absolutely still. Damn Klaus and his ability to shock her by the simple act of caring about her, of valuing her loyalty rather than just expecting it.

She had a horrible feeling that it would be very, very difficult for her to hate him now.

Still, she wasn't going to take his attempts to control her lying down. No matter what she felt for him now, or what she might feel in the future, she was going to be an equal partner.

"I'm not staying here just so you can keep an eye on me," she told him, "you can't stop me leaving, not forever. And don't think that I'm just going to dance to your tune – I've done the whole puppet on a string scenario before," she said tightly, thinking of Damon with a shudder, "and I'm not doing it again."

"Hmm," Klaus murmured, one hand moving up to caress her cheek gently, "I don't think I approve of whoever it is that hurt you in the past. I did hear a couple of rumours, though … and I am starting to believe that Damon's death may have been quicker than he deserved."

Caroline narrowed her eyes at him and she stood up, taking a few steps back away from the bench, "I don't need anyone to fight my battles for me, Klaus."

He smiled at her, "of course not, love, but remember that I'd be quite willing to spill a little blood if you do not wish to get your hands dirty in the future, or even if you just want a helping hand."

"Thanks for the offer, but I think I'll pass," Caroline told him, "I suppose I'm still allowed to do that, at least?"

"Oh, Caroline," Klaus said, "I've no intention of curtailing your freedom beyond insisting that you remain in Mystic Falls to finish high school – graduation, I believe, is an important ceremony for your generation – and that you do not become embroiled in any foolish undertakings that your friends may choose to engage in."

She looked at him suspiciously. His terms did not sound entirely unreasonable (even if he shouldn't be making any sort of terms in the first place – she was not a surrendering or defeated party), although she was sure that he had a thousand ways to continue inserting himself into her life for the remainder of senior year.

"Would you believe me, Caroline, if I told you that I simply want to become better acquainted?"

"No," she told him flatly, "you seem like the type to always have ten back up plans and a hundred motives for every action. You can't expect me to think that you've only got one reason to make me stay in Mystic Falls."

He shrugged and smirked a little, "perhaps not only one," he admitted, "after all, you don't reach my age and my … reputation, without allowing for variables and planning ahead. But I promise you, sweetheart, that my main reason for keeping you here is strictly personal – I rarely meet anyone whose company is so alluring, and with Mikael dead I am at leisure to enjoy such company."

She didn't want to believe him. At times like this Caroline wished the world was a little simpler, like when she was a child and so many things were black and white, good or bad. The problem was that the world didn't actually work like that and, while Klaus was certainly a deadly monster, he was also many other things … and not all of those things were terrible.

Somehow, though, she thought that Klaus might actually be telling the truth. And if he was, if he was honestly interested, then she didn't quite know how to react.

"I ... I have to get back before my mom realises I left," she said after a minute.

Caroline had to make sure her clothes were unpacked and the letter she'd left in her mom's bedroom destroyed before Liz Forbes returned to the house. She didn't think it was particularly wise to mention her aborted plans to get out of town, mostly because she didn't want her mom storming up to the Mikaelson home to confront Klaus.

"I won't stop you," Klaus told her, "I'm sure you don't want the sheriff to worry."

She didn't say goodbye, just turned to walk back home. She prayed that Klaus wouldn't decide to be chivalrous and offer to carry her luggage because she really needed some time alone to process what had just happened.

She and Klaus may have come to some sort of agreement, but she knew there was still plenty to worry about. Damon was dead and she was sure that the repercussions of that would be felt for a good while yet (even for her, however much she had promised not to get involved). And of course she had to think how she would deal with Klaus, who would surely be showing up even more than usual now.

For now, though, she just wanted to get away from the Original Hybrid, away from everything he made her feel.

She had almost turned the corner when he called out to her.

"I saw your bracelet back at the house, love. I'm sure you just left it behind by mistake, but rest assured that if you ever happen to lose it again, I'll make sure it finds its way back to you."

She turned around sharply but Klaus was already gone.

Caroline scowled at the empty space he had just occupied and then continued around the corner, his words ringing in her head.

She had a feeling Klaus would be hard to shake, and wondered if she even wanted to.

Thanks for reading. Hope you enjoyed it.