"Look, my life is full of the martyrs who cave to the bad guy, trying to be heroes, and it never ends well. Somebody inevitably gets hurt-or dead-"

Benjamin's grip on Caroline's hand is tight as he pulls her down the street, past tourists and locals alike on the way to Canal Street.

"Where are we going?" She grabs her small purse tighter.

"My ride." He speeds up their pace, almost running people over, and barely throws a glance back in her direction.

"Okay." Caroline furrows her brows in confusion when they cross the large street towards the parking garage on the other side. "And then where?"

"You'll see." Benjamin grins.

He pulls her the last couple of feet towards a cruiser style motorcycle, all chrome and leather, and manliness on two wheels. He takes out a helmet from one of the saddle bags.

"Of course," she says with a sigh, and accepts the helmet from him.

The motorcycle roars out of the garage and into traffic, Caroline's skirt flying behind her as they speed up towards the on-ramp to the highway, out of the city, heading east into the late afternoon sun.

The sign on the entrance to the karaoke bar proclaims it closed in capital letters and the doors are locked to prevent unwanted visitors from ignoring the sign. The main room looks like an ordinary closed bar, with chairs stacked neatly onto tables; candles, spice shakers and menus are stored away.

The private room in the back, however, looks like an impromptu triage area, with wounded men sitting, lying, and bleeding on every available surface.

Klaus stands in the middle of it all, beholding the carnage with a satisfied smile.

Marcel is leaning against the doorway, looking at his men with sadness and resignation. The bite on his neck is completely healed, but he still looks worse for the wear.

"You've heard the offer. It's up to you to decide." He crosses his arms and looks to the floor. "If you can't accept Klaus's terms, there is nothing that can heal you."

One of the older vampires looks up and shakes his head silently at Marcel. He struggles to his feet, takes off his daylight ring, and places it on the table. He walks out of the room without a word.

The room is so quiet, the click of the lock carries to the back room, followed by the sound of the front door opening and closing.

Marcel swallows heavily. "Anyone else want to leave?"

Klaus scoffs. "Preferably, in a less dramatic fashion?" With one quick movement, he snaps the leg off a nearby chair and brandishes his impromptu stake with a smile.

The motorcycle tears up the road towards the abandoned amusement park. Just before it reaches the front entrance, it slows down to a crawl and rolls past the gates between two broken turnstiles.

Benjamin stops the bike outside of the 'Cosmopolitan Hotel'. He kills the engine, plunging them into abrupt silence.

Caroline gets off the bike on wobbly legs, looking around her at the decrepit, water-damaged buildings. Her eyes move quickly as she takes a few steps away from Benjamin and the bike. She fiddles for the cell phone in her purse and pulls it out quickly.

The little symbol at the top shows that there is no signal.

"Shit."

"Something wrong, princess?" Benjamin's voice mocks her.

Caroline has just enough time to shove the phone back in her purse. "It's just later than I thought, and this is not quite what I expected." She uses one hand to motion towards their surroundings, a facetious smile on her lips.

Benjamin grins, grabbing her hand a little too tightly. "Come on, I wanna show you something."

She lets him drag her along, keeping a wary eye on her surroundings. "How do you know this place?"

He shrugs as he pulls her towards the dilapidated building behind the motorcycle. "It's been here my whole life."

Caroline tries to slow them down. "What if the cops show up? If they find us here we'll be in trouble."

Benjamin grins. "No one's going to bother us here. The place is huge, and they don't bother patrolling around here."

"Okay," she says with a smile that doesn't reach her eyes. She steps through the broken veranda doors and looks around, taking in the dust, decay, and abandoned remnants of a snack and souvenir shop.

"And even if they did." Benjamin stops abruptly, turns around and grabs her by the waist. "Are you trying to tell me you couldn't take care of a couple cops?" His grin is unsettling as he pulls her close.

"What do you mean?" Caroline's smile falters as she goes still inside his arms.

"Come on, sweetheart." Benjamin drawls. "You can drop the act. I know what you are." His eyes gleam with mischief as he takes a bite out of the air in front of him.

Caroline's smile vanishes completely as she takes a deep breath. "I don't know-"

"What I can't figure out," he says as he tightens his grip around her waist. "Is why a vampire girl like you would try to hook up with a wolf like me." His eyes flash yellow, showing his true nature. "After I just got done killing a whole bunch of your kind right where we stand."

Caroline's eyes go wide as she stares at Benjamin. She squirms in his arms, desperately trying to break away.

"Let go." She glares daggers at him, snarling at the grin on his face. "Whatever beef you have with the locals has nothing to do with me."

"Right," he drawls. "You just happened to catch a fancy for me when you saw me at the bar. Nice try."

Benjamin attacks without warning, teeth turning into fangs as they tear into her neck, spilling blood over her shoulder.

Caroline screams.

The closed sign is still in the window of the karaoke bar when a large motorcycle roars past. The bike slows down just long enough for the driver to push off the person in the back seat. Engine roaring, the bike is out of sight before the body stops tumbling at the front entrance of the bar.

"Marcel! Come quick!"

A young vampire bursts into the back, ignoring the burly men at the door, and racing past several other vampires in various stages of healing, to reach Marcel and Klaus at the table in the back.

"What is it?" Marcel turns his head away from Klaus to look at the minion. The bite on his neck is completely healed.

"Werewolves! One of them just dumped this vampire chick right in front of us. She looks real bad."

"Damnit!" Marcel grits his teeth and pounds his fist on the table. "Bring her in here."

"Oh, um, right." The vampire looks chagrined.

Marcel looks incredulous. "You left her out there?"

Klaus rolls his eyes and leans forward. "If this is the average quality of your men, I am amazed you ruled the city for as long as you-" The words stop abruptly as his eyes flash yellow in the direction of the door.

A tall vampire steps over the threshold, cradling the vampire girl in his arms like a broken doll, blonde hair, matted with blood, spilling over one arm as slender legs dangle lifelessly over the other.

Klaus bursts into vampiric speed, coming to a stop right in front of the vampire. He holds his breath as he gently brushes away her hair to get a good look at her face. A choked noise bubbles up from his throat. "Oh, sweetheart."

A huge, festering werewolf bite at Caroline's neck is oozing black pus and blood all over. There are several more bites on her arms and legs. The veins under her pale skin are black, and throb in time with the poison spreading through them. Her eyes are closed and her mouth is half open, as she lies dead to the world. Only the perspiration on her skin shows that she is not gone yet.

Klaus gently, carefully pushes one hand under her shoulders and the other under her knees to take her from the other man's arms.

Caroline doesn't even flinch. Her head lolls against his shoulder as her free arm falls limply at her side.

A second later, they are gone with a whoosh of displaced air, leaving Marcel and his vampires to stare at each other in confusion.

Klaus slows down to human speed as he takes the last few steps to the bed inside his studio across the French Market. He gently places Caroline on the mattress and brushes a hand over her sweat-soaked forehead.

"You're burning up." He uses his fangs to tear through his wrist and presses it to her lips.

Caroline remains completely unresponsive. Her body is limp and she doesn't so much as lick at the blood dripping into her mouth.

Klaus sucks in a breath through his nose as his eyes widen. Another burst of speed and he's in front of a large freezer at the back of one of the market's meat stores. The padlock snaps with a flick of his wrist and he's inside, grabbing several large bags of ice. The next moment he's back in the studio, pouring ice and freezing cold water into the bathtub.

He rushes back to her side, glancing worriedly at Caroline as he strokes her arms and face. "I'm so sorry, sweetheart." He picks her up and carries her to the tub. "This will hurt."

Her skin sizzles as he drops her inside the freezing water. Her eyes shoot open and she screams at the top of her lungs.

Klaus vaults himself over the edge of the tub into the icy water without a second thought. "That's it! Stay with me."

He threads his legs through the small space outside of her body and pulls her against his chest, one hand tangling in the messy strands of her sweat-soaked hair as he brings his wrist to her mouth again.

"Drink!"

Her head lolls against his shoulder as her eyes slip closed, unresponsive and lifeless once again.

"No, stay with me, Caroline." He pushes his wrist harder against her mouth and moves his other hand to her throat, massaging the tissue gently, encouraging her to swallow.

"You're not allowed to die." Blood spills uselessly from his wrist into the water around them. "Do you hear me, sweetheart?"

He pulls her closer and buries his face in her neck, inhaling deeply as he keeps his wrist pressed to her mouth, his fingers massaging her throat. "You're going to drink. Take as much as you need, luv, because you are not going to die on me."

Caroline remains completely unresponsive. Her whole body is shivering, goosebumps rising on her arms in reaction to the chill of the water. But her eyes stay closed and she's still not swallowing his blood of her own accord.

Klaus tightens his arm around her chest, his eyes wet with panic even as he smirks into the soft skin of her throat. "Not how I imagined I'd feel your hard little nipples pressed against me for the first time."

She remains unresponsive, shivering in his grip.

He chuckles hysterically. "Come on, you should slap me for that." He keeps massaging the blood down her throat. "I'll remind you when you wake up." His voice cracks over the words.

"Drink, Caroline. Damnit, drink!" He pushes his wrist harder against her mouth, extending her neck as he pushes her head further back on his shoulder.

"You can't leave me." He says quietly, angrily. "I need you."

She's still not drinking.

"I love you."

Nothing happens.

"Stupid bint, drink already or I swear I'll tell everyone that Caroline Forbes let a mangy mutt kill her because she was too pathetic to fight for her life!"

No reaction.

"Please."

Finally, she gasps and her lips latch on to his wrist as her teeth penetrate his skin.

His eyes roll back into his head and his mouth drops open with a sigh of relief as he sinks further into the tub. His lids droop closed and his breathing slows down. When he starts to shiver, he pulls Caroline's feverish body closer.

She struggles in his arms for a moment before she relaxes against him. The bite on her neck is slowly healing and the angry black veins under her skin are growing paler with every ounce of blood she drains from Klaus's wrist.

By the time Klaus loses consciousness, he has a genuine smile on his face and his skin is as pale as the moon shining in through the window.