A/N:

Thank you to anyone that followed this story. It's my first time attempting to do fanfiction so it probably isn't as good as the other klaroline stories on here but I am appreciative of any kind of postive reaction none the less. This chapter is much longer than the other 2 and pushes the story along so I hope you guys enjoy it. Please review so I know if I should continue this. I would really appreciate any kind of constructive criticism.

Also, did anyone else die from feels after last night's episode? OMG! Klaroline and Delena happening all over my TV! Christmas came early, guys! I am even contemplating writing in a double date scenario in the future. LOL. I am on tumblr too if anyone has that. fireisbrightfireisclean

Chapter 3:

Klaus trudged through the soft snow and mud that lined the forest floor. He sensed the werewolf commune hidden deep within the Adirondacks was close. He could smell them. He always wondered why werewolves were so unhygienic, so animalistic, one could be aware of them from a mile away from their smell alone.

He clasped at his last bag of Elena's doppelganger blood as he got closer, knowing that he might be ambushed as soon as he got within the parameters of the werewolf territory.

"What do we have here? I don't remember ordering lunch?" came a voice from behind him.

Klaus flashed to where the irritatingly over-confident voice came from and wrapped his long, agile fingers around the sinewy neck. Another thing about werewolves, they were cocky sons of bitches, arrogant without any real skill-set to back up their self-assurance. "I'm afraid you are sorely mistaken, mate." Klaus replied in disgust.

The tall, muscular man's eyes glazed over with fear as he realized who he had just insulted. From Klaus' numerous trips siring hybrids all over the country, he had become a sort of legend to the werewolf packs. They all knew about him and were well aware that one day, he would arrive to their little make-shift communities to make more for his army.

"You're Klaus Mikaelson. Forgive me. I didn't know." The man's voice trembled through his quivering lips.

Klaus quite enjoyed his notoriety, it made things much easier and more streamlined for him to accomplish his task. Those that were willing to be sired freely drank of his blood, were killed and then drank the doppelganger's iron-rich serum to complete the process. For those that refused to be sired, of which the numbers were growing less and less, things were not as easy. Klaus gave them 2 options, be sired or die. Needless to say, the majority chose the former option.

For Klaus' part, he was a benevolent ruler. He would leave his little hybrid armies to live their lives as they chose, provided they came to wherever he needed them, should the need arise. Klaus would only ever take the top tier hybrids with him: the fittest, strongest, most cunning members of the packs.

This trip went much easier then planned. Out of a commune of about 30 werewolves, all but one lone female werewolf refused to be sired. She pleaded for mercy, pleaded to just be set free, promising to leave and never come back. The inner voice inside Klaus' head told him to just rip out her heart and call it a day but another voice, a new one that was soft and gentle pulled at his dead heart strings, willing him to let her go. That voice sounded a lot like Caroline's. In fact, he did not have this little conscience until he started spending time with her. She was changing him and the strange thing was… He didn't actually mind, not that he would ever admit it.

He let the lowly wolf-girl go, internalizing that she wouldn't have made a very strong member of his army anyway. It wasn't because of Caroline, he told himself. It was because he didn't need some whiny little bitch hampering the morale of his new pack.

Klaus returned to Mystic Falls a few days later, happy at his latest accomplishment. The new members of his hybrid army were the best yet. Something about the air or the environment in the Adirondack Mountains created a more agile, strong and resilient pack. He had used the last of Elena's blood, so he was glad that he at least got to use it on a worthy group of individuals.

Klaus entered his bedroom with a couple of boxes of items that he had gotten Caroline on his side trip to Manhattan and was instantly greeted by the faint scent of white tea and ginger. Caroline's scent, so fresh and bright and utterly intoxicating. Though it barely lingered in the air, he knew that she had been in his room. He wondered what she must have seen, what she must have rifled through and he smiled. If it were anyone other then Caroline, their heart would have already been ripped from the hollows of their chest and thrown across the floor, but he thought it was adorable that she snooped on him. He thought it even more amusing that she thought he wouldn't find out.

"Naïve, little, impulsive thing." He whispered into the air as he placed the boxes on his bed and got changed, anticipating that she would come to see him at any moment.

XXXXX

She didn't come by that day and she didn't come by the next day either. In fact, 5 days after he had arrived from New York and she was still a no show. Klaus felt irritated and lonely, wanting nothing more than to be near her. He had gotten familiarized with her pretty face peaking through his drawing room door without so much as a knock. Her lithe, agile body gracefully flittering about his home like she owned the place. Her laughter and sweet voice reverberating through the stillness of the cold surroundings like a beacon of warmth. He wanted her around and he missed her company but he still didn't want to push her so he decided to keep his distance and waited for her to come around.

It would take 2 weeks before she would eventually show up in his home again. Breezing in with the cold January air. "How was your trip?" she asked nonchalantly, with a different tone in her voice, like she was hiding something from him.

"I got back a long time ago, love. I already forgot." He replied indignantly, not bothering to hide his distaste at how long she had stayed away from him.

"I meant to come earlier, just busy with school and stuff." She supplied.

Truth was, she was unsuccessful in her attempt to rid her mind of her feelings for him and she was scared to be around him. She hadn't really been talking to Tyler all that much and they never spoke about the plan, so she didn't even know if she needed to continue her charade but, once again, she was drawn in. Whether Tyler still needed her to or not. Like a moth to a flame, she couldn't keep her distance, no matter how hard she tried.

"Yes, yes. School. Such a trivial thing. Never understood why you or Stefan or my dear sister, for that matter, even bother with such a thing." He replied coldly. "The doppelganger vamp… I understand because she is so full of denial and is so full of drama that she kind of belongs in high school. But you… it's beneath you."

"Are you mad at me or something?" she asked, sensing the repugnance in the tone of his usually slick and charming voice.

"No, love. Why? Should I be?" he said, standing from his leather couch and making his way towards her.

"Spending time with you is not the only thing on my plate, you know? I have the Miss Mystic Falls pageant coming up soon and I need to help with that. Yes, I do have school and I intend to graduate, vampire or not. And…" she trailed off, not knowing what else to say.

Immediately softening at the sound of her voice, he said "I apologize. I don't mean to be curt with you. I suppose I just wanted to see you and I was getting used to our little tête-à-tête so it was just a little weird for you not to be around. Forgive me for being such a child."

"It's ok" she replied softly, fussing with the hem of her shirt nervously.

"You seem different. Guarded. Is everything alright?" he said, noticing her change in demeanor from the last time they had seen each other. When she didn't respond, he couldn't help but tease her a little, to ease the mood. "Does it have something to do with what you may have found as you snooped through my bedroom?" he cocked an eyebrow and smirked at her.

"I... took advantage of the fact that I was alone in your house. Sue me." she replied confidently, not wanting to make him aware of her embarrasment.

He closed the space between them and grazed the side of her face gently with his fingers. She instinctively closed her eyes in response to the sensation and pulled away abruptly as the tingling began to proliferate through the nerves in her skin.

"Walk?" she mumbled, trying to stop whatever it was that was about to happen.

XXXXX

They languidly meandered through the snow-covered gardens and found themselves on the outskirts of his property. Caroline had never been that far before and was amazed at how beautiful the little, hidden pond was. The grounds were not as manicured and pristine as the ones surrounding the perimeter of the home but they were beautiful in their own wild, disheveled way. They sat in a gazebo over-looking the pond and continued their conversation.

Like he always did when they had these long exchanges, he spoke about the different decades that he had lived through, the famous people he met through the timeline of history and she would listen intently, enthralled by the plethora of life experiences the man had had. This time, much to Caroline's delight, he decided to talk about the time he met Marilyn Monroe.

His musings would take her to a different era, a different universe that she never imagined she would know about. He was so eloquent and well-spoken, so cultured and worldly. Everything that she had no idea of, he was the direct embodiment. She admired him and was jealous of him and felt a longing to experience everything that he had experienced. Listening to him speak about his life was like being at a live reading of some kind of epic novel.

When she was with Damon, they rarely had real conversations and he was always condescending of anything she had to say. When she was with Matt, they spoke about their sad upbringings and it was a constant barrage of depressing. When she was with Tyler, they talked about random, superficial things in between having sex. They perpetually just had sex. That was his only way of communicating; through rough, fast, not very intimate sex.

With Klaus, it was completely different. He painted a world for her with his words, transported her to different realities. As much as she listened to his exciting stories, he paid attention when she spoke about her life, her goals, her dreams. Her modest upbringing and 18 years could never compare to his millennia of experience but he acted as if it was just as interesting.

He would clutch to all her words intently, as if wrapping them in his memory, wanting to gather every bit of knowledge about her as he could. Being with Klaus was amusing to Caroline. And different. She still wanted to guard herself and pretend like her walls were not crumbling with every flick of his eloquent tongue, but the will to keep her resolve was disintegrating just as fast as those walls were. She could keep up the witty, slightly snide remarks and little insults to his character but it seemed to only excite him more. It was if she could do no wrong in his eyes.

XXXXX

The next morning, there were not one but two boxes waiting for her, one large one and another smaller one sitting on top of it. She opened the large one first and saw a beautiful, green and gold lace dress and a note that read:

Will you allow me the pleasure of escorting you this year? Klaus

Caroline sat on the bed, bemused but smiling from ear to ear. She opened the other box and got another sketch of her enthralled-looking face with the winter covered trees behind her and a little note gracing the edge of it, like always.

Thank you for listening so intently. Klaus.

The necklace inside took her completely by surprise. It was the most beautiful thing she had ever seen. It was gold with emerald and topaz gems laid out in a pattern that almost matched the lace in the dress. As much as she really wanted to keep this one, she had to release it from her grasp because it looked more expensive then the mortgage on her mother's home.

As much as she really tried to get him out of her head and despite all the energy she expended trying to keep herself from falling for him, she couldn't suppress the feelings much longer and they lingered just below the surface. She itched to tell someone of her predicament but knew that no one would understand and everyone would judge. She was also still technically in a relationship, so that complicated matters further. And… most importantly, it was Klaus. The name should have had her running in the opposite direction, but instead it pulled her in.

She was no longer just playing a part in a plan. She was actually spending time with him because she enjoyed it. She was doing it for herself and that scared her more than anything. She decided that she had to keep her distance again. She had to fill her thoughts with anything and everything other than Klaus and his kind words and his gifts and his drawings.

XXXXX

After another lengthy period of not seeing Caroline and without an answer to his invitation, Klaus decided that he had to be a man of action. As much as he didn't want to push her, he couldn't stand waiting around not knowing what was going on between them. When they spent time together, she seemed to be exhibiting feelings for him but lately, with her deliberate attempts at keeping her distance, he didn't know what to think.

The death of Connor, the vampire hunter, brought his plans for the search for the vampire cure to a stand-still. He still needed to figure out a way to find the rest of the map but without a member of the Five… that was virtually impossible. Without a real plan of action, he hadn't much to do so when he was away from Caroline, the loneliness and separation were just impossible to escape.

He didn't have his hybrids around him all that much because he didn't really have a need for them so he was still blissfully unaware that Tyler and Hayley were breaking sire-bonds left and right. A few of his hybrids refused to go along with the revolt because the thought of turning over a hundred times was too much to take so there was a little rift forming between the two groups.

Caroline hadn't been let in on the plan in quite some time and Tyler never thought anything of her because he assumed that, since he didn't see Klaus, she must have been doing her job. He was so caught up in his goal and so caught up with Hayley that he didn't even realize that he was losing Caroline forever. She was slipping from his grasp and he didn't even care.

When the need to see her finally took over, Klaus made his way to the Forbes home. She wasn't there so he waited in her room for her to arrive. Deciding to give her a taste of her own nosey medicine, he snooped around, rifling through her things for something juicy.

He probed inquisitively through the drawers of her dresser and felt an instant jolt of electricity run through his body and straight to his manhood as he lifted various skimpy, lace under things from one of them. He imagined what she must have looked like with nothing but those things on and he growled lustfully into the silent air.

The other drawers were not nearly as interesting, housing clothes and various trinkets. Then he stumbled upon a large, leather-bound sketchbook that piqued his interest. It was hidden beneath layers of clothes so it must have been important and he couldn't quell the need to investigate further.

He opened it and saw the first sketch he ever drew of her, stuck to the page with glue. He remembered that night all too well. She had been the first person to ever put him in his place without flinching, without fear, he knew that night that she was one to be wooed. He knew that night that his feelings for her would only grow.

He fingered through each page and found each of the drawings he had done of her, all glued to the pages in sequence with a date underneath each one. It was like a living timeline of their encounters and he smiled as each turn of the page elicited memories and emotions from the depths of his being. He smiled because he knew she must have felt something in return. She may have pretended to feel otherwise, but he knew there was a spark there.

Hearing her coming in through the front door, he quickly put the book back and settled himself comfortably on her bed. When she entered her room, she almost fell over at the sight of him, gracefully lounging on her bed as if he belonged there.

"Hello, love." He smirked.

"Klaus! What are you doing here? How long have you been here?" she replied, aghast and flustered.

"I came by to see you, of course. You still haven't given me an answer so I thought I would see what the impediment was."

"I… uh…" she said, resting back on her wall, wanting to keep a little space between them.

After a long silence, she pushed off the wall, retrieved the necklace he gave her from inside her closet and handed it back to him.

"Here, I can't accept this. It looks way too expensive and… I just can't" she said softly.

"Ok, if that is what you want. How about the dress, do you want to give that back as well?" he replied, a sadness tinting his usually confident voice.

"Um, actually… No, I am keeping that. I have to have something to wear to the pageant." She paused, knowing what she was about to say was going to change the course of their quasi-relationship-friendship thing. "And you have to get a shirt and tie to match."

He smiled like a child at her words and he sauntered over to where she was standing. He moved closer and closer, but she kept moving back as he moved forward. Eventually her back was pressed against the wall again and she had nowhere left to go. His face was so close to hers that the warmth of his sweet breath tickled the redness that was forming on her milky cheeks. Her lips parted ever-so-slightly, subconsciously allowing him to proceed with what she knew he was about to do.

Her skin tingled, her breath hitched in her throat and the thought of his luscious, pink lips touching hers was almost to much to bear. After months of sharing each other's time, countless hours spent merely talking, flirtation eventually permeating their demeanor and almost-touches leaving her wanting more, he was finally going to kiss her. The thought had crossed her mind on numerous occasions but she always willed those ideas away, refusing to believe that she was capable of doing that with him.

He touched her face softly, gently, pushing her hair away as he stared into her eyes, directly into her soul. "You are so beautiful, Caroline." He whispered into her ear, sending shivers down her spine. He pulled his face away and was about to press his lips to hers when the sound of her mother's squad car wrestled them from their moment of imminent bliss.

"Fuck" they both cursed in unison at the interruption of their almost-kiss. Klaus freed her face from his grasp, placed a chaste kiss on her hand and whispered, "Next time, love" as he retreated to her window and jumped out without a sound. Caroline, still pressed against the wall, clutched at her shirt and squeezed her thighs together, trying to suppress the aching need she felt as she watched him leave.