It was starting to get late while Bonnie sat with Caroline.

They had just come from their back to school bonfire, which was interesting.

The party was fun, but their time together was cut short when Elena took Jeremy home after he had a bit of a break down in front of everyone.

Damon offered to take Elena and Jeremy home, but she insisted she could handle herself.

That's when Caroline came up to him.

She knew, in the back of her mind, that Damon was only here for Elena.

But she could at least try.

"Hey, so if you're not busy now. Maybe I could show you the Falls" Caroline put on her best flirtatious tone, giving him a bright smile.

But Damon looked over her, to watch Elena leaving with Jeremy.

"Look, Caroline. I appreciate your interest. But this, us, it is never gonna happen" and he left it at that, leaving Caroline standing there, a bit stunned.

Bonnie was completely sober, taking care of a very drunk Caroline.

"Drink.." Bonnie urged, sliding the warm cup of coffee towards Caroline.

She raised her own to her lips, taking a sip.

Caroline groaned, ignoring the offer.

"Come on, are you sober yet?" Bonnie teased.

Caroline looked up, but quickly let her head fall back into her hands.

"Nope" she groaned.

Bonnie shook her head, "Come on, Care." Bonnie looked around, "I gotta get you home. I gotta get me home" she laughed slightly.

Caroline was mulling over the events of the night.

She had managed to corner the new guy, Damon, at the bonfire.

But her usual blonde charm was shot down.

This was something Caroline wasn't used to.

"You know," Caroline started as she looked up to Bonnie.

"Why didn't he go for me? How come, the guys that I want, the real guys, they never want me?" She questioned.

Bonnie took another sip of her coffee and shook her head,

"Nope, I'm not touching that" Bonnie gave Caroline a look.

"I'm inappropriate, I always say the wrong things. I know I'm a bit compulsive.." Caroline shook her head, closing her eyes and pressing her fingertips to her temples.

"Elena, she always says the right thing" Caroline looked up to Bonnie.

Caroline's eyes were pleading with Bonnie

"God, she doesn't even try and he just picks her! She is always the one that everyone picks, for anything. And I try, so hard. But I'm never the one.."

Bonnie shook her head, "It's not a competition, Caroline"

Caroline shook her head, "Yeah. It is"

Bonnie tilted her head, unsure of what to say to her friend.

Caroline was drunk and delicate. And as silly and dramatic as it all seemed, she was hurt by the dismissal. But Bonnie knew Caroline, she would bounce right back from this.

"You're drunk, this will all pass" She said reassuringly.

"Now, drink your coffee. I'll go pay our bill and we can get out of here" Bonnie instructed as she stood, walking away from them.

Klaus was sitting in The Grill at one of the tables by the door, tucked away where he could listen to all the talk of the town.

He was here for one reason, Elena.

He had done his research, he knew exactly what he needed.

But he had to wait for the right time.

He saw the girls walk in.

"Ah, Bonnie. The witch. And blondie.." he made a mental note as he watched Bonnie help in a obviously drunk and stumbling Caroline.

Once they sat, Klaus waited for a small group of people to pass by them and he moved to sit behind him.

If he was going to get any info on Elena, it would be from her close friends.

"Elena.." He heard the name slip out of Caroline's mouth.

He tilted his head, this was perfect.

The girl made her drunken rant about Elena.

This told Klaus how open and vulnerable Caroline was.

A few drinks or not.

"Silly fragile humans" Klaus scoffed to himself.

When Bonnie got up to pay the check, Caroline noticed the new guy sitting behind Bonnie.

He was looking directly at Caroline.

She tilted her head, looking him over.

God, he was hot.

His brown hair, slightly curly, added to his overall charm.

And he was smiling, at her.

She sat up a little, smiling brightly at him.

Klaus tilted his head slightly, the corners of his mouth turning up even more as he gave her a smirk.

Caroline felt her cheeks turn a little pink as she stared at the handsome stranger.

"Okay, we're all set to go.." Bonnie said as she stepped in front of Caroline.

"Okay hang on.." Caroline stood, stepping aside to walk behind Bonnie.

But he was gone.

She took a quick look around The Grill, but he was no where.

"Did you see that guy?" Caroline asked Bonnie.

"Uh, what guy?" Bonnie asked, linking her arm with Caroline's so they could head out the door.

"Nevermind.." Caroline dropped it for now.

But she was curious about this new guy.

R & R is always appreciated! :) Ahh so I took the task of writing this AU on, mostly for my good friend, but I am really excited to see how it goes. It leaves the door open for many scenarios and opportunities and I hope that you all enjoy it!