A/N: Okay, I just want to say that I'm conflicted about this chapter, because I've been having a hard time trying to gauge the voices of the characters. Katherine was feeling really ooc to me and I've been struggling with that, along with trying to decide if things were moving along between them too fast, which is part of the reason I haven't updated this sooner. But anyway, I read over and rewrote a few things this just before publishing, so I hope it doesn't suck too bad. And as always, thank you so much for all the comments! Let me know how you feel about this update. [Also, just in case you haven't noticed, each chapter is the title of a song, and if you want to give it a listen, this one is by Usher]


On their drive through the next town looking for another hotel to stay at, they'd passed up some sort of carnival thing, and although she liked to pretend to ignore the girl, she heard Caroline take a small gasp and saw the slight look of excitement on her face as they passed it up.

Katherine had been thinking about how she treated Caroline the few days before, what she said and how she'd made the girl cry. As much as she tried not to, and would quickly deny it if asked, she did kind of, in the slightest bit, feel like a bitch for it. Katherine was used to making people cry, except it usually involved physical pain, which she really enjoyed, but causing the peppy blonde emotional pain had actually gotten to her, and she hated it. Comparing it in her head, she felt a lot less crappy for being annoyed by the girl than she did by Caroline's hidden tears, but as soon as the thought was there, she quickly pushed it away, because Katherine Pierce did not do guilt. She did things, manipulated, lied and screwed around with people, and that was that. There was nothing more to it, it's who she was, how she got what she needed, wanted, and how she survived for a long as she had. Besides, what she was thinking about doing had nothing to do with trying to making things up to Caroline. It had been a little while since she'd slowed down, taken a break from scheming and just relaxed, and she just wanted to have some boring human fun.

It was just getting dark and they checked into their hotel for the night, one that actually looked kind of nice, and once again had two separate beds.

"I couldn't take another night on those cheap motel beds." Katherine complained as they walked into their room.

"I didn't have any problems..." Caroline trailed off as Katherine turned and gave her a pointed look, and the blonde bit her lips together, going quiet. Caroline had had trouble sleeping though, but she just chalked it up to being in such a bad mood for most of that day, pre-ice cream apology.

"Anyway, get dressed in something comfortable, we're going out tonight." The older vampire said before dropping her bag down nest her bed.

"We are?!" Caroline asked, a huge smile on her face, already feeling excited. She was so used to them driving, stopping for food, getting a place to sleep and staying in for the night, doing the same boring cycle over again in the morning. The most she did with Katherine was go shopping the one time, and that seemed like forever ago.

Katherine looked at the foolish girl, sporting the biggest smile she'd ever seen since they'd been on the run, and it caused a slightly confused and unwanted sensation in the vampire's chest. She rolled her eyes with the smallest hint of a smirk, not bothering with a response, looking forever annoyed with Caroline, and began getting ready.

She got into the drivers seat as Caroline went to her side and got in, that same damn smile still on her face, causing Katherine to let out a sigh as she started the car and began their short drive. As they pulled up, the carnival came closer and closer into view, Caroline looked over at Katherine and back to the well lit place several times in both confused disbelief and excitement before she just openly staring at the vampire as they parked.

Katherine looked over at the blonde and frowned. "What the hell are you staring at?! Stop being weird and come on." She said with a frown and another sigh before getting out of the car and walking around to the front, waiting for the girl.

It took a moment before Caroline got over the disbelief just enough to move and get out of the car. She cautiously walked up to Katherine waiting for her and looked at the vampire with wide eyes before a smile broke out over her face again. Katherine turned her head and looked at her in annoyance once again before Caroline's arms quickly shot up and surprisingly wrapped around the brunette's neck, hugging her tight and kissing her cheek, causing that slightly confused and unwanted sensation in Katherine's chest once again, more intense than the last time.

"Thank you." Caroline whispered into Katherine's ear, her face pressed against the side of the vampires'.

Katherine's eyes slowly closed as she lost herself, relaxed into Caroline's hold, and let out a quiet and content sigh. It wasn't long before she actually realized what was happening, her eyes opening wide with a small growl. "Whatever, can we just get this over with?" She said, pulling away from the enthusiastic girl and out of her personal space, but flashed an obviously fake smile at her.

Caroline moved a bit, sensing Katherine's reluctance, but continued smiling at her nonetheless. "Let's go!" She squealed out in excitement, grabbed the vampire by the hand and drug her into the Carnival.

The bouncy girl took them on every ride, even begging the vampire for overpriced snack foods and to win her a stuffed animal, making the brunette hold the teddy when she dragged them onto the ferris wheel. Katherine began regretting the decision of going to a carnival more and more as the night went on, resting-bitch-face being her expression of the evening, although it did nothing to deter Caroline's excitement in the least.

She realized why this wasn't her idea of fun anymore when she remembered that she got more pleasure from tearing people apart, scheming and manipulating. Carnival rides just weren't exciting when you could were strong enough to rip someones heart right out of their chest and run five times the speed of rides as a vampire, even though the permanent smile on Caroline's face could actually be, and this is only hypothetically of course, sort of pleasing. That was one thing she couldn't get from her usual survival driven fun, or at least she hadn't figured out if it could be done yet.

By the end of the night Caroline was completely worn out, and dropped face down onto the bed as soon as they were back at the hotel. Katherine went to the bathroom and showered, coming back into the room, wearing her usual bedtime attire, to see the blonde passed out in the same spot, still fully dressed. The vampire rolled her eyes and let out a sigh, the hint of an actual pure smile working onto her face. It wasn't a huge smile, but it was something, and this time she didn't try to hold back. There was no use in hiding when the girl was asleep. She walked over, sat down at the end of the bed, and proceeded to remove the shoes from the tuckered out girl while being stealthy as not to wake her, the covered her with a blanket. She looked up at Caroline's sleeping face. It was actually kind of strange, although not unpleasant, seeing her so content and quiet, when she was usually very talkative and vivacious. Katherine couldn't help biting at her lip and reaching out to brush away a few strands of hair from Caroline's face. She pulled away with a grimace at her own actions, silently berating herself as she quickly moved away, because really, what the hell was she even doing, and why had she allowed it to happen? Swallowing hard, Katherine tried to shove away her thoughts and went to her own bed to sleep.