A few weeks had passed since Caroline's encounter with Klaus, her mind had raced constantly with what he had said. Klaus had been right, Tyler hadn't fought for her, he had promised her everything and when it was time to step up he left her high and dry, giving the promises he made to her to someone else. She had begun to constantly question if her relationship with Tyler was even real, if he had just used her as a toy until something he thought was better came along, she doubted he even loved her. Her sadness began to be replaced with anger and confusion and she was constantly snapping at everyone, including Elena. Her friend had been mind to her though, she could see her friend was in turmoil and took everything throw at her with a patience Caroline never expected. It was strange how things turned in life, it had started off as Elena needing a friend for comfort when in reality it was her that needed someone to turn to. She was thankful Klaus had left her alone since that day, she didn't think she could handle any more truths from him.

"Care?" Elena's timid voice flowed into the library and Caroline looked up from the book she had long ago given up on reading. She knew Elena was waiting for a gesture from her to let her know she wasn't going to bite her head off for disturbing her so she waved her hand, a forced smile on her face. She felt like she had lost so much already, she didn't want to push Elena away to.

"Something wrong Elena?" the brunette princess flopped down in the chair opposite her with an exasperated sigh, something was up but Caroline didn't know if she had the energy to listen to her problems, she was far too wrapped up in her own at the moment

"How do you know you're in love?" Caroline's mind was screaming at her to run, she didn't want to have a conversation like this, not when she was questioning whether or not Tyler use to love her. The subject was too hard to talk about but she had to give Elena some sort of answer, she owed her that much

"I thought I use to know, I guess you know when you wake up every day and the first thing that comes to your mind is that person, before you close your eyes to sleep they consume your last thoughts, even your dreams. You feel like you would give up everything for them and protect them till your dying breath. When your around them your heart skips a few beats and you can't envision your life without them" She looked down at her book again, trying to ignore the voice in the back of her head trying to convince her that she had never known true love with Tyler, that yes she had loved him but he never loved her back.

"Is that how you feel about Tyler?" his name leaving Elena's lips enraged her, she never wanted to hear his name again except for in her own thoughts. When said out loud it brought it all crashing down on her, her negative thoughts, her doubts, Klaus 'truths'.

"Get out" Elena gapped at Caroline's cold tone but did not move, angering her further "Get out Elena!"

"No! I'm sick of this Caroline! I feel like I have to tip toe around everything with you! You're not the only one confused and angry!" Caroline stood up, towering over her friend, pointing her finger at her as if she was damning her

"Oh that's right, poor little Elena, can't figure out if Damon actually loves her or if he is just using her to get his way into daddy's castle. Poor princess with all her jewels and dress who has yet to have her heart broken" She knew she didn't mean the things she said but she felt like her mouth had taken over, all of her thoughts turning onto Elena, resenting her and Damon's seemingly happy progress in their relationship "You want to know what love is Elena, It's when you can't stand to be away from them, when your heart feels like it's been torn into a million pieces because you give someone everything! You give them every single part of you, your heart, your mind, your body and what does it get you? Nothing but heart ache and never ending suffering. You want to know if Damon loves you. He doesn't Elena, he couldn't care less about you, he just wants to use you and throw you away like yesterday's garbage"

"You're wrong! He would never do that to me!" Elena stood up, pushing the chair she was sitting on away from her angrily. Caroline wanted to scream, she wanted to run away and stop all the damage she was causing to Elena to stop

"What makes you think your so damn special? I've seen so many girls like you walk in here thinking you can change him, that you'll live happily ever after and have children but guess what. Damon's a warlord, he doesn't do happy families Elena. Sure let's say you two get married and then what? He isn't going to stay home with you, he's going to be off on the battle field, visiting his whore houses and not giving you a second thought! You're just going to be another notch on his belt and the sooner you realise that the better" Caroline breathed hard, feeling exhausted from her rant. Guilt filled her heart, her blue eyes shedding tears. She couldn't bear to look at Elena, she knew she had hurt her. She felt her head snap to the side, a sharp slapping sound echoing through the room. Caroline held a hand to her cheek I guess I deserved that. She heard Elena's quick footsteps walk away from her without the girl saying a word, she wanted to call her back, apologise and beg for her forgiveness but she couldn't bring herself to move.

"We'll that was quite a show love, didn't know you had it in you" she collapsed back into her chair and groaned, fate was being unusually cruel to her

"What do you want Klaus" he stepped out from behind a book shelf and sauntered over to her and pulled over the chair Elena had previously occupied. He sat down and leant forward, his elbows resting on his knees.

"Just to see if you're okay" she shook her head, she didn't want to talk to him about this, he was the one who made her this way, who caused her to question everything she believed to be true

"Please go away, I've made enough of an idiot out of myself already, I don't need you to tell me that" he tilted her head up, his hand gently grasping her chin and forcing her to look at him

"I don't understand love, I told you the truth so you would move on and yet all you seem to be doing is beating yourself up even more" he brushed her fringe out of her face causing her to turn her head away from him

"You wouldn't understand…" she watched as he leant backwards, crossing his ankles and resting his head on the back of his hands.

"Bullshit, your just to scared love to face the inevitable truth of it all" Caroline groaned, not this again if she didn't leave he would just mess up her mind even more than it already was "None of what happened with that Lockwood boy was your fault, you are a charming, vulnerable young lady and he took advantage of that. He knew right from the start he was giving you empty promises, him and Hayley have been engaged since they were children and not once did he mention it to you. So why Caroline do you insist on being so weak and blaming yourself for what he did?" how did he know all this? Was he lying to her? Was he intentionally trying to confuse her again?

"How do you know all this? You could be lying to me…" he nodded, accepting that she didn't trust him. Her urge to leave was gone, her mind more focused on finding out what was real.

"I use to be one of Mason's generals, knew Hayley quite well actually, she was always coming to me telling me how pathetic she thought you were and how Tyler and her we're making bets on how long her could sting you along. It was unusually cruel, even for my standards. You're the reason I sought out Damon actually, I got kicked out of Lockwood kingdom for threating that snivelling mutt, told him to break off his cruel game" she couldn't help but feel shocked, no one talked about Klaus's past, she had just assumed he was just another blood thirsty mercenary

"You didn't even know me Klaus" he leaned forward again and she could swear he looked familiar to her, like she had known him before all of this

"I did love, you may not remember though it was a long time ago" she tried desperately to rack her brains to figure out how she knew him, memories reaching out to her but her mind could barely grasp them until it settled on one, a young boy being beaten by his father in the market place.

"That was you? That boy?" he nodded, looking quite pleased she hadn't forgotten. How had she not put it together, she had seen him so many times and not once did she notice it was him "Why didn't you say anything?"

"Not my style love, I'm respected here, I'm feared and I have power, the last thing I want people to know is about my past. You saved my life that day and that was the same day I swore I would give you the world" she became confused again, she hadn't done much, she had begged his father to stop but he hadn't listened and she ran off to find her own father, pleading with him to help the young boy being beaten to death while other people just walked by

"You just disappeared after that, why?" Klaus looked torn, had she pushed him too far? Did he trust her enough to talk about it?

"My father love he was not a kind man, my mother had an affair and I was the product from it. My father found out, he began to beat my mother in front of me and my siblings, I tried to stop him but instead he turned his attention to me, swearing that he would rid the world of his wife's bastard child. So I made sure he could never find me until I was strong enough, I left and began to train myself, I joined the Lockwood army as a blacksmiths apprentice and when I was old enough I worked my way up the ranks until one day I decided I was ready" he smiled widely at her, it was cold and twisted and she began to feel that he was just as broken as she felt right now "The day I killed my father was the day my life truly began and I owe it all to you Caroline"

"I-I don't know what to say" she felt scared, she wanted to get away from him and fast, he clearly had a few screws missing "I need to go find Elena" she stood up quickly but he grabbed her, pulling her into his lap and nuzzling into her hair

"Do not be afraid of me love, I will never hurt you. I told you the truth because I wish to never lie or hide anything from you. For you love I am an open book" her heart fluttered in a way that it use to for Tyler, but this time it felt more intense, more real "Do you remember that painting love? The one where you said the painter was lonely?"

"What about it?" she noted that Klaus couldn't keep a train of thought very well, his conversations were erratic and unpredictable.

"He is lonely, he's been waiting for that one woman to make him whole, he's been waiting for you" he pulled her closer to him and she looked at him sharply, piecing together what he was implying

"You painted that? But…that doesn't make any sense!" he chuckled into her ear, nipping it lightly and she bit her lip shyly

"I did indeed, there's a lot you don't know about me love but give me a chance to show you what real love is" her mind was numb, she felt like she had been bombarded with too much information to quickly and it was taking a toll on her already exhausted body. She felt her eyes begin to flutter close and he wrapped his arms around her, bringing her into a more comfortable position

"I'll give you a chance, but only one" it was a whispered answer as she felt her last bit of strength leave her and nestled her head into her neck, closing her eyes and quickly falling asleep in his arms. For the first time she felt like things we're making sense.

…..

Elena ran down the hallway to her room, ignoring Damon as she fled past him. She couldn't face him not after what Caroline had said, deep down she knew she didn't mean any of it but it didn't lessen the pain. She ran faster as she could hear Damon yelling at her, his footsteps beating across the floor loudly. She blamed herself, after all it was her stupid idea to agree to this courtship and she had been stupid to think that she would be enough to satisfy him. She reached her room, flung open the door and flopped down on her bed, her face into her pillows as she sobbed, trying to muffle them. Any minute now she knew Damon would barge through her door and demand answers, answers she didn't know she could give him. She was a coward, she loved him, and she knew he did but she couldn't bring herself to tell him until he could say it first, she was scared he would reject her.

"Elena! What's going on? Has someone hurt you?" she cringed at how worried he sounded. If Caroline was right he was a better actor then what she thought, could it be possible that he loved her back?

"I'm fine Damon" her reply was muffled by the pillow and she felt him sit next to her, his hand beginning to rub soothing circles on her back, trying to calm her down and stop her crying.

"Please get your head out of the pillow, I can't understand you properly" she shook her head, she didn't want him to see her like this. Elena's face was blotchy, her eyes we're puffy and red from crying and her hand still stung from when she had slapped Caroline. "Elena…" she sat up, grabbed a pillow and pulled it to her chest. She wished her mother was here, there was no better comfort than her mother's soft singing

"Stop pretending you care Damon, we both know I'm just a means to an end" she put her hand over her mouth, her eyes wide, she didn't mean to say that out loud. Damon looked at her sadly, standing up quickly, his hands behind his back

"That's crap Elena and you know it" she hugged the pillow tighter against her, trying to block him out. It was all lies, he was just using her.

"It's not crap Damon, you're just using me so you can get to my father!" she could see he was growing angry and frustrated but she was beginning not to care, she had been here to long with few to many answers.

"At first it was but now…" Elena looked up at him hopefully, her heart calling out to him to say the word's she wanted to hear come out of his soft kissable lips. "I care deeply about you Elena"

"Care! Jesus Damon! You know that isn't what I want to hear! Why can't you say it! We both know how we feel about each other so why can't you just say the god damn words!" she watched him pace back and forth, occasionally stopping to stare at her as if he wanted to say something.

"I can't, it's weak" she threw the pillow at him angrily, standing up herself. She wanted to smash something, to scream and kick him, to show him how much he was hurting her by refusing to tell her

"It is not weak! What you're doing is weak! It's pathetic Damon, a big mighty warlord scared of three little words!" he reeled around to her, grabbing her arm "Is it because of Katerina? Do you still love her?"

"Don't you ever mention that name around me again Elena! You know absolutely nothing!" his grip tightened and she winced, but she refused to back down.

"You either love me or you don't Damon! I'm sick of this, I'm sick of waiting for things to just happen, I want more then sweet words and trips into town. I need to hear you say it because I want to know if were going somewhere or not! If you can't give me what I want then let me go so I can find someone who can!" he glared down at her, only listening to the parts he wanted to hear

"You would leave me Elena? Just like that, you don't get what you want so like the spoilt brat you are you'd take off" he grabbed her other arm, looking directly into her doe brown eye's that only held defiance in them "You want to hear those words so badly Elena and yet I haven't heard them from you, what are you waiting for?" her heart fluttered, her answer stuck in her throat and her fear of being rejected rising again. Did she dare tell him? If she said it would he?

"I…." her voice dropped off and he frowned, letting go of her and turning his back on her, she felt defeated, he was right; if she couldn't say it then what right did she have to demand he did.

"You what Elena?" she reached for his hand but he pulled it away, his shoulders slumped forward as if she had hurt him deeply. Maybe, just maybe he was more scared of saying it then she was, he had felt heart break before and she had not, was that the reason he was so reluctant, had Katerina done more damage than he let on?

"I love you Damon…" she saw his body tense, his shoulders rise back up, yet he still did not turn around. She gained her courage, now that she had said it she felt it was out in the open "I love you Damon Salvatore" he spun around, his jaw slack, his eyes disbelieving "That's right, I said it. I Elena Gilbert love you" his lips crashed down on hers, his hand's grabbing at her clothes desperately. She was taken aback, she had expected him to say it back not this. She wasn't complaining though, the way he kissed her she knew it was his way of telling her back, all of his love, his frustrations and desire for her was in it, causing her to submit to his dominate tongue completely and she realised how much he needed her, how much he wanted her. He lifted her up, carrying her to the bed, his lips never leaving hers and Elena's grabbed his jacket, forcing it down of his shoulders. He pulled away, giving her a wolfish smile and threw her on the bed and removed his shirt as well. Elena couldn't help but admire his chiselled body, his perfectly formed muscles calling out for her to touch them. She began to feel nervous, she didn't know if she was ready for this, she had never been with anyone and she didn't want to disappoint Damon. "I-I don't know Damon" he crawled on top of her, his legs between hers and pressed a gentle kiss onto her forehead

"I promise, if you want to stop I will" Elena nodded, knowing that she could trust him, she still felt uncertain but she knew that she wanted him more then she had wanted anything in her life. He brushed her hair out of her face, taking a moment to admire her and she blushed which cause him to give her his heart breaking lopsided smile "Just relax Elena, I may not be able to say those words but I can show you, let me show you" he kissed her again, it was gentle, calming and she found herself moaning into it.

"Love me Damon, make me yours" her words were panted against his lips, his fingers tracing up and down the inside of her thighs, making her squirm against him. She felt his breath on her ear, his tongue flicking out to take her earlobe in to his hot mouth.

"All in good time beautiful" Elena felt her head cloud over and she resigned herself over to him, her mind lost in her desire for the only man she had ever loved.

….

A/N, I ended it here because I'm not sure whether or not I should keep this a clean story or not, I'm not sure how you all feel about smut so decided to play it safe for now but am happy to give it a go and continue it into the next chapter. I'm hoping I pulled Klaus off okay, I wanted to show him still as a bit crazy as he is in the TV show but show that when it comes to Caroline he can be a softie!