Chapter 10: Running Scared

******England******

Xander couldn't believe it. Willow had called him Sunday afternoon to tell him that she'd figured out how to give him back his eye. Or at least she thought she had. It didn't matter. He was stoked. He had wanted to leave right then, but the plane wasn't free. The girls were using it on a mission. Waiting another day was torture. It was bad enough the flight took fourteen hours. He wanted to arrive in Mystic Falls by night fall, so he could see his friends and get some sleep.

"Are you all packed?" Kennedy asked.

"Yep!" he said happily. Then he noticed she had a bag on her shoulders. "Uh, are you going somewhere?"

"With you," she said. "Giles said it was okay."

"Well, no one asked me!" Xander said with a frown.

"I want some American food for a change. Not to mention, I miss Will. I need to see her," Kennedy said.

Xander look startled and a bit freaked at her words. "What? You can't!" he exclaimed.

"And why not?" Kennedy asked.

"Because it would not be a good idea," he said weakly. He didn't know if she knew about Rebekah, and he surely didn't want to be the one to tell her. Giving a slayer bad news was never a good idea.

"We've had some time apart. I know she belongs with me," Kennedy said firmly.

"Oh, I think my sister may disagree with you," Elijah said. They both turned to him. His silent approach had gone unnoticed by both of them.

Xander was relieved to see him while Kennedy eyed him warily.

"What does your sister have to do with this?" Kennedy asked.

"Come now. Don't play coy. It doesn't become someone of your extraordinary gifts," Elijah said easily. "You are quite aware that my sister Rebekah has become quite close to the witch."

Xander frowned. "She's got a name you know," he said.

"I'm sorry," Elijah said contritely. "Ms. Rosenburg."

"I spent over a year with Willow. I know her better than anyone," Kennedy insisted. "I know that she'd never fall for a vampire!"

"We can't always help whom we love," Elijah said quietly.

"Not to mention, you do not know Willow better than anyone! I happen to hold that distinction. Followed by Buffy, followed by Dawn, and then Giles," Xander informed.

Kennedy gave him a disgusted look. "I would think I know her better than Giles!" she said, rolling her eyes.

"Fine. But it's still not a good idea for you to come with me," Xander said.

"I'm going and that's final," she said firmly.

"A word of advice," Elijah said, looking at her. "My sister has a nasty temper. I wouldn't try to take her on. Remember, we're not like the vampires you're used to. We can't be killed."

"I just want to see Will, not pick a fight with your sister," Kennedy said.

"Willow is over you, Kennedy," Xander said bluntly. "She's moved on. It's time you do, too." He wasn't trying to be cruel, but Willow was happier now than she'd been in a long time. Xander didn't want to see that ruined for her.

Kennedy's eyes flashed angrily, but her words were controlled. "Maybe seeing her will give me closure," she said. There was no way she was going to believe that Willow could love a vampire. She had to get to her before it was too late. Elijah and his old world manners had some of the girls all a twitter. However, Kennedy viewed him with suspicion. She didn't like a vampire that couldn't be killed. It went against nature. It didn't seem right. She didn't care how gentlemanly he was. After talking to Andrew extensively, she knew they weren't without a vulnerability. Maybe if she was in Mystic Falls, she'd discover some more. She wasn't going to give up without a fight. Willow would see. They were good together once. They could be again.

******The Hellmouth: Bedford, OH******

Faith gave Stefan a confused glanced as they walked around the downtown area of Bedford. They had done nothing but slay and have sex the past two nights. This afternoon, however, Stefan had insisted they spend time exploring the town. He had taken her hand and pulled her out of the house. Bimpe and Keeva had snickered at her perplexed look. Keeva in particular seemed to sense that Faith was more than a little unsure of how to deal with Stefan. Sex she could handle. Emotions made things complicated and often painful. She'd had enough of that in her life. She liked Stefan and didn't want to hurt him. But it was inevitable that she would. She didn't do love. She wasn't built that way.

Faith had tried to make Robin understand that. The stubborn man hadn't believed her. When Faith felt something more for him building inside of her, she'd shut it down and cut him out of her life. It was a survival instinct that her father had taught her when at the age of five she'd tried to give him a home made Father's Day card as a child, and he sneered at her. Her mom's first blow to Faith's face had reinforced the belief that no one could be counted on to love her, especially not the people who were supposed to. Lovers may serve a purpose, but they couldn't be allowed to hurt her. That had always been her worldview.

Stefan, however, was proving more stubborn than Robin. Both men were as sexy as hell. However, Stefan lacked the intensity of Robin. He was more laid back—except in bed. In bed, all his energies were focused on her. Sometimes when he looked at her she felt like she could read his mind. His looks were that hot. Now, he was holding her hand and smiling at her. Just a normal I'm-glad-I'm-here-with-you smile. That easy smile did something to her insides. Having him so intuned to her was disconcerting as well as deeply flattering. She felt off balance. When he grinned and winked at her, she knew that he realized that. It made her want to hit him. However, he always found a way to distract her.

"Let's grab some lunch at that cafe," Stefan said, pointing. They went inside. The waitress glanced at Stefan with a warm smile. Unlike some women, her smile didn't fade when she looked at Faith. Ever the gentleman, Stefan pulled back a chair for Faith and waited to be seated after she sat down. She looked at him in bemusement, but he just gave her a knowing smile. How did he always seem to know what she was thinking? Was it a vampire superpower?

After the waitress took their drink order, Stefan excused himself. Faith grinned. His momma had taught him to wash his hands before every meal. It was sweet. Since she had just went to the bathroom a half hour ago, she didn't feel the same urge. Her hands had done nothing but hold Stefan's. She looked down at it in contemplation. The holding of a hand was such a simple thing. But for Faith, it was so much more. It represented a connection. A belonging of sorts. The thought frightened her as much as it warmed her.

The server sat down their drinks with a friendly smile. "I hope you don't mind me saying but that boyfriend of yours is so fine!" she said with a sigh.

Faith opened her mouth to automatically deny that he was hers. Then she stopped herself. As his lover, she did have a claim on him of sorts. Buffy thought in terms of boyfriends. She never had. The waitress was waiting for her to respond. Faith forced a light smile on her lips. "Yes, he's fine all over!" she said with a snicker.

The waitress blushed at her implication before muttering. "God, you're lucky!"

As she walked away, Faith wondered about her comment. Lucky? Was it luck that had brought her and Stefan together? Somehow she didn't feel it was random or by chance. The pull between them was too strong. He reappeared and sat down across from her. He picked up her hand and squeezed.

"What are you thinking so hard about?" he asked.

She surprised him by answering honestly. "You."

"Me? Really? And what have you decided?" he asked, knowing she was struggling with accepting that he wasn't going to let her drive him away.

"I-I don't understand you," she admitted with a grimace.

He gave her a compassionate look. "You will," he said. "You just have to accept that I'm not going anywhere. I need you, and I'm not going to let you run me off. I've had a century to forge my will, and it doesn't easily bend. Not when I'm intent on something. And I'm intent on you." He pierced her with a heated look.

"For how long?" she asked.

"For as long as you'll let me have you," he said easily. He didn't want to spook her more than she already was. She wasn't ready to hear that he had no intention of ever leaving her side. Stefan figured she'd realize that eventually. Her combination of siren and childlike innocence when it came to relationships was so fascinating to him. He knew that he'd never tire of her. His need for her seemed to only grow stronger every day. He knew his feelings weren't one sided. Faith may be more stubborn than any woman he'd ever met, but he knew instinctively that she needed him on some level. He could sense that she was a novice when it came to love and strong emotions.

Elena had been so easy to love because she'd always been loved. Her family and friends had surrounded her with love always. Love and compassion radiated from her very pores. It was what had drew in both him and his brother. They had been starved for genuine affection. Unlike Katherine, Elena's love had been genuine. Her compassion for Damon as real as her love had been for Stefan. Loving her had taken no effort. She made it easy. Faith, on the other hand, would never be easy. Love didn't come naturally to her. Stefan suspected she only allowed herself to feel it for a few select friends. Maybe only Buffy even. Or Xander. It didn't matter. Lexi had taught him endless patience. He would teach her what love was. Stefan wouldn't let her slip away.

When the waitress brought their food, he let go of her hand. Her caught the flash of loss in her eyes when he let go and gave a smile of satisfaction. She was already getting used to him and his presence. Smiling at her, he picked up his hamburger.

*******Los Angeles*******

Klaus came awake in an instant. His eyes didn't open but his other senses stretched out. He turned his head slightly and looked. Startled he sat up in alarm. "What?" he exclaimed. He turned on the lamp next to the bed and blinked in shock.

A naked Illyria laid on her side, her head resting on her hand. She smiled at him. "Does my form please you?" she asked.

"What the hell?" Klaus asked in annoyance. He'd had his share of fangirls over the centuries slip into his bed. It had never really bothered him. Normally, he'd just take what they offered. However, things were different now. He didn't feel the same. He didn't have time to contemplate why.

"You are displeased?" she asked with a frown. Klaus didn't detect hurt in her eyes. He didn't know if she was capable of such a female response.

"I am displeased to find a naked woman I didn't request in my bed without permission!" he exclaimed in exasperation.

"Earth men seem to enjoy bold women. Spike does," Illyria shared.

"I am not Spike," Klaus bit out.

Illyria's hand reached out and stroked his chest lightly in admiration. "I find your form very pleasing," she said.

Klaus caught her hand when it wandered down to his nether regions. Since he slept in the nude, there was nothing by a sheet shielding him from her sight. "It's not polite to touch without an invitation," he informed her crossly.

His rejection didn't seem to phase her. He was unsure of her powers, so he didn't want to enrage her until he understood her better. "Will you leave?" he asked.

"Why?" she asked simply. "If this form is not what you want, I can change it." Klaus's eyes widened in surprise when her body morphed into Caroline's. Shaken, he jumped out of the bed, pulling the sheet with him.

"How?" he asked before he could stop himself. His eyes couldn't help but drink in the nude form that haunted his dreams. It was as flawless as he imagined.

"I can take any form I choose," she said with a shrug. "Winifred is the form that comes most easily to me since she is my shell. However, I am not human. Or I wasn't when I was worshiped and at my full power."

Klaus closed his eyes, knowing that Caroline would be deeply hurt and upset if she knew what was happening right now. He turned his back toward her. "You have no right to that body. Change back and cover yourself!" he bit out harshly.

"Fine," Illyria said sounding slightly annoyed. "I knew you felt desire for that form. I thought it would please you."

When he turned back around, she was back to her normal self. She sat Indian style on the bed. "That's better," he said in relief.

"I know you want the young vampire," Illyria said. "But you are an ancient, powerful being. She is but a child. Surely, someone such as I would be more fitting for you?"

Klaus's ego felt stroked at her words. He flashed a smile at her. "I'm glad you know that I'm powerful. However, I will not be a toy for you to play with. I'm not in the mood for a dalliance," he told her.

She got up from the bed and stood in front of him. "I know ways to please a man that women of this world have yet to discover," she said softly.

As a werewolf, Klaus was a very sensual man and her words did succeed in heating his blood. He could tell by looking at her that she sensed that. He guessed one of her powers was sensing body chemistry. She stepped closer and lightly kissed him. Not wanting to incite her rage, he allowed her to.

"I'll be back," she vowed. Her hands trailed down his chest before she stepped away and opened his hotel door. A surprised Oz stood on the other side about to knock. She inclined her head in acknowledgment before walking past him.

Oz watched her walk down the hall before stepping inside Klaus's hotel room. Klaus was sitting on the edge of the bed wrapped in only a sheet. "Did I interrupt?" Oz asked.

"The woman is insane," Klaus said, shaking his head. "She appeared naked in my bed when I awoke, offering herself to me."

"That's bold," Oz observed. He chuckled at the disgruntled look on Klaus's face. "You should've sent her to Kol. He'd have been overjoyed."

"I have never encountered one such as she," Klaus said, obviously perplexed by the Old One. "When I told her I wasn't interested, she changed her body into Caroline's."

Oz looked surprised and impressed. "She can do that?" he asked.

"I guess so. She said since she wasn't human she could alter her form at will, but the form of her human host was easiest," Klaus shared.

"You managed to resist her offer I take it," Oz observed.

"For one instant, I was tempted," Klaus admitted. He wiped a hand over his face. "We need to leave this city. The woman will return. I know it." He got up from the bed and dropped the sheet. Grabbing his clothes, he began to dress.

"Don't tell your brother why. He'll never let you hear the end of it," Oz said in amusement.

"The Old One is unpredictable. It's best to avoid her," Klaus said. His thousand year old survival instinct rarely let him down. Everything in him was shouting at him to put distance between them.

"How about San Francisco?" Oz suggested. "It's a fun city."

"Fine. As long as it's miles from here," Klaus said.

"Can I ask you something?" Oz inquired. Klaus nodded. "Why didn't you take Illyria up on her offer? You are single. I know being both a vampire and a werewolf makes all urges much stronger than normal."

Klaus was surprised that Oz admitted to feeling any primal urges such as lust and grinned. "Have some of your own urges?" he had to ask.

"Urges are normal. Learning to resist the pull of all biological urges is how I learned to control my wolf. I am master over my body and will not be controlled by instinct no matter how primal," Oz said firmly.

Klaus couldn't help but admire the man who had so much more control than he. Self-control was not something Klaus had ever had to master. Why should he? There had never been anyone stronger that could force him to. "Giving in to our urges can be intoxicating," Klaus said with a grin. "But I agree that we can't be enslaved by them. There was a time when I would've taken Illyria up on her offer. That time has past."

Oz nodded in understanding. He knew Klaus's growing fascination for Caroline had something to do with his new found self-control. "I'll go wake Kol," he said.

Klaus wasn't exactly sure why his instinct was telling him so strongly to avoid the woman, but he'd learned long ago to not go against his instincts, especially when it pertained to his survival. Illyria was too dangerous to have as an enemy and too unpredictable to have as a lover.

******Angel Investigations******

Katherine eyed the building warily. She knew for a fact that Klaus was currently still at his hotel across town. She'd verified that before coming to Spike's. It was risky staying in L.A. when she knew he was in town. However, the city was huge, and she wasn't quite ready to leave yet. Her doppelganger was gone, so Katherine knew that Spike and his friends were free to focus on helping her. She'd investigated them thoroughly. Her night with Spike had been fun, and he had been a real charmer. After she left him when Klaus had suddenly appeared, she'd done her research on him. Her sources had confirmed that Spike would go to any lengths for someone he loved. He'd died once for one woman—the slayer. Somehow he'd been brought back. Her research had uncovered some weird stuff about the hellmouth Spike had lived on with the slayer. He was a vampire with a soul, yet he wasn't like her. Not as strong. He had a demon in him and that fascinated her. He reminded her of both Salvatore brothers yet had the sexy accent of Elijah. She'd hope he'd aid her in her cause.

Inside Angel Investigations, Damon was sitting in a chair drinking whiskey, trying not to brood. He missed Elena more now than ever before. Her visit had reminded him strongly of what he was missing being so far away from her. It was hard being away from her now that he could sense a real shift in what she felt for him. It made him want to exploit that new vulnerability. Yet something wouldn't let him. Disgusted with himself, he stood up.

"Where's Illyria?" he asked Spike as he came into the room.

"She said she was going to go acquire her mate," Spike said with a grin.

Damon blinked as he tried to make out what that meant. "You mean Klaus? She's not serious about that, is she?" he asked.

Spike shrugged. "Who knows? She told me about some ancient mystical mating ceremony or ritual that assures she mates with someone that is attracted to her as well. However, she said that she didn't want to wait for that since Klaus was a perfect candidate," Spike said with a smirk.

"I think I'm going to be sick," Damon said, shuddering at the thought.

"What's a lady have to do to get some help around her?" a voice said. The two men looked up.

Spike grinned while Damon groaned. "You're like a bad penny," Damon said giving her a dirty look.

"A lucky penny!" Spike said taking her hand and kissing it. "You as ravishing as I remember."

Katherine smiled. "I was hoping you might find it in your heart to help save my life," she said to Spike.

Angel appeared. "Elena?" he asked in surprise.

"No, I'm Katherine, the original doppelganger," she said, flashing him a flirty smile.

Angel frowned. "What are you doing here?" he asked.

"I am tired of running," she announced. "I want you to help me put down that Original pain in my ass."

The three vampires looked at her in surprise.

******Chapter End******

Now I am ready to get to the Michael storyline from season 3 of Vampire Diaries. Of course, it will have a twist and help from a certain vampire with a soul!