Caroline and Elena were chatting up a storm as they made their way to "Envy." The club was a few blocks away from the restaurant and they just enjoyed the walk.

"We're here," Caroline said with a smile. She looked at Klaus, grabbing his hand as they walked up to the front of the line. She smiled at the bouncer, "Hi Jamie!"

"Caroline, Elena," Jamie said happily, he moved the rope waving them in.

Caroline and Elena kissed him on the cheek as they passed, ignoring the groans from people in the line. Elena helped Envy make its debut in the San Francisco club scene. She worked closely with the owner, and as a way to say thank you for the amount of work she did, Elena was welcomed anytime.

"You have no idea how sexy I find a woman in power," Damon said as he wrapped his arm around Elena's waist.

Elena giggled, looking up at Damon, "Well Mr. Salvatore stick around and you'll see just how much power I have."

Caroline spotted an empty booth in the corner, and led the gang to it. She and Elena slid in while Klaus and Damon sat next to them.

"What do you want to drink I'm going to go to the bar?" Caroline yelled over the music.

"Get me a Cosmo, I don't need anything to strong right now," Elena smiled as she leaned into Damon.

"I could use a beer, Samuel Adams should do it," Damon smiled, and wrapped his arm around Elena.

Caroline turned around and looked at Klaus. "What about you Mr. Mikaelson?" she smiled brightly.

"Oh Miss. Forbes I would not be a gentlemen if I didn't accompany you to the bar," Klaus smiled and slid out of the booth, holding out his hand for Caroline.

She smiled, taking it and leading Klaus to the bar. Caroline leaned over the bar waving her hands in hopes of getting the right bartenders attention.

Klaus chuckled when he saw her feet come off the floor and her high heel boots kick in the air. "I think you're just going to have to wait for him to come down this way sweetheart."

Caroline laughed, waving her hands still, "Oh Klaus you just wait and see." Caroline smiled, turning back toward the bartender waving, "MATT"

The young blond bartender turned his head with a huge grin and yelled "Give me a second Care."

Caroline turned back toward Klaus smiling in triumph.

"I'm starting to think that you and Elena are frequent visitors to this little club," Klaus smirked, leaning against the bar.

Caroline laughed about to answer when someone shoved her from behind and she was pushed into Klaus' arms. She heard a guy behind her "I'm sorry, it's a little crowded in here."

"It's ok," she said over her shoulder. She turned back and noticed she was still in Klaus's arms.

"You ok?" he asked, his hands resting on the sides of her waist.

"I'm fine," Caroline said, her breathing picking up. She looked up and locked eyes with Klaus. She smiled, placing her hands on his chest.

"CARE!" Caroline's head snapped to the bar. She smiled, and turned to jump into the bartenders arms giving him a kiss. "Matty, I've missed you," she said, and then shoved his arm. "You jerk, how come you haven't come to see me?"

Matt laughed, rubbing his shoulder as Caroline got back to her feet. Matt has short blond hair and an athlete's build that glorifies his quarterback days.

Klaus' brows furrowed, confused by the situation. He took a step back from Caroline after she jumped into the bartender's arms. He felt his hand twitch when she kissed him. He was confused.

"I'm sorry Care it's been crazy lately," he paused and leaned over to give her a tight hug. "I'm sorry about Tyler I had no idea he was sleeping with Amanda. If you need anything just let me know."

Caroline nodded, and pulled back. She smiled, "Thanks Matt, for now can I have a few drinks for me and my friends please." Caroline smiled brightly, earning a chuckled from Matt. When she leaned back from the bar she looked at Klaus. Her brows furrowed at how tense he looked since Matt showed up.

Mat smiled, nodding. "Of course, but first introduce me to your friend here," he motioned to Klaus.

"Oh where are my manners," Caroline laughed, she turned to Klaus. "Matty this is Klaus. Klaus this is my fabulous gay husband Matt," she said with a grin.

Klaus smiled, extending his hand toward the bartender, "Nice to meet you."

"Likewise," Matt said, shaking Klaus' hand. He looked at Caroline raising his eyebrows but was greeted with a smile. He chuckled, "What can I get you to drink?"

"Cosmo, Samuel Adams, and a perfect margarita," Caroline smiled and looked at Klaus. "And what would you like to drink Klaus?"

"I'll take a brandy," he said, pulling his card out of his wallet. "Just keep the tab open," he smiled, handing his card to Matt.

Matt took it and smiled, "sure thing. I'll be right back with your drinks Care."

Caroline smiled, waving at Matt before she turned her attention back to Klaus.

"So do you two always greet each other like that?" Klaus said, arching an eyebrow.

Caroline laughed, rolling her eyes. "I haven't seen Matt in over two weeks. He's my best friend. So yes I like to give him a kiss when he's been gone for so long," She said with a smile, thinking it was cute that Klaus was a jealous. "Why are you threatened by my gay husband?"

Klaus chuckled, shaking his head. "I will admit love, before I knew he was your 'gay husband' I felt like I was intruding," he said with a shrug.

"Oh Klaus you are adorable, but don't worry Matt is as gay as they come even though he looks like every woman's wet dream." She said, her hand patting him on the shoulder.

He smiled, "I wouldn't know anything about that darling, but I can say that every guy that has passed by in the last 20 minutes has lingered long enough to admire you."

Caroline shook her head, blushing. "Oh Klaus, open your eyes, every women at this bar has been undressing you with their eyes," She said, gesturing to all the women looking at him along the bar. "I will be lucky enough to get out of here alive with all the death glares I'm getting for being next to you."

Klaus chuckled, stepping closer. He smiled at her, and slipped his arm around her waist. "Well I guess it's a good thing I have you here to block their view," He smirked.

"Dido," she whispered. Caroline felt her breath catch because her face was so close to Klaus' that her eyes looked at his lips. She felt herself lean forward, but stopped Matt cleared his throat. Her head snapped to the bar, and she smiled in embarrassment.

"Care your drinks," Matt said chuckling, knowing he interrupted them.

Caroline pulled herself away from Klaus. "Thanks Matty, come join us when you can. We're at the booth in the back," she said, pointing toward the back. Caroline leaned over and kissed his check before grabbing her drinks.

Matt smiled, wiping down the bar. "Sure thing my shift ends at Midnight."

Caroline and Klaus maneuvered their way back to the booth only to see Elena sucking Damon's face.

"Hey hey hey we're back now pull your tongues out of each other's mouths," Caroline laughed, she slid into the booth next to Elena and Klaus followed her.

Damon wipped his mouth, and smirked. "Well I am rather parched so if you don't mind Klaus may I have my beer." Damon said, licking his lips as he smiled at Caroline.

Caroline cringed and took a drink of her margaritad. "Elena, when can we hit the dance floor?"

"Finish your drink and then I will twirl you around the dance floor until you drop Caroline Forbes," Elena said with a smile, leaning forward to clink her glass against Carolines.

"I would be happy to drag you around the dance floor for a bit Caroline. Show you my moves," Damon smirked, dancing in place.

She laughed shaking her head. "I highly doubt you would be able to keep up with me and Elena." She said with a smirk.

Elena laughed before squealing in a burst of excitement as a remix of "Mr. Brightside" started blaring throughout the club.

Caroline and Elena locked eyes as huge grins emerged on their faces. Before Klaus and Damon could react they were pushing at their sides to get them out of the booth. Caroline grabbed Elena's hand and they both ran to the dance floor.

Klaus and Damon stood by the booth watching with amusement. Klaus slide his jacket off placing it in the booth and rolled up his dress shirt sleeves, his tie was hanging loose around his neck with the top three buttons open. He ran his finger along his neck line adjusting the necklaces under his shirt. He took a sip of his drink, watching Caroline start to dance. He smiled at how carefree expression on her face.

Caroline and Elena started swaying to the beat, with their hands in the air. Caroline smiled at the feel of hands griping her hips. She leaned into them, happy Klaus decided to join her. She turned around and yelped, jumping out of the arms of some random guy.

"What the hell get off me," Caroline snapped, stepped out of his reach.

The guy grabbed her around the waist saying "come on baby I'm a great dancer."

Caroline slaps his hand away and growls, "back off."

Elena grabs Caroline's hand and pulls her closer, "get lost creep."

"Oh I like my women feisty," he said, dancing toward them. "Come on ladies, why dance so sexy if you don't want the company."

"Because they're with us," Klaus said, as he and Damon step between the guy and the girls. "Are we going to have a problem mate?"

The guy stumbles back and holds up his hands in defeat, walking off to the bar.

Klaus and Damon scoff and turn toward Caroline and Elena. Damon loops his arm around Elena's waist and starts moving his body against hers.

"You ok?" Klaus asked, his hand on Caroline's back.

She smiled, nodding. "I'm fine," she said looking up at him. "I would be better if you'd dance with me," She smiled, holding out her hand.

Klaus gripped her hand and spun her into him. He smiled when Caroline chuckled. He let his hands slide down her back and rest at her waist.

"I just can't look its killing me, and taking control," Caroline sang, wrapping her arms around Klaus' neck. "Jealousy turning saints into the sea twirling through sick lullabies chocking on your alibies but it's just the price I pay destiny is calling me. Open up my eager eyes cause I'm Mr. Brightside."

Klaus smiled, locking eyes with Caroline as she sang. He thought she looked stunning. The neon lights bounced off of her as she danced with the beat. He loved how her blond curls wove back and forth as her body moved against his.

Caroline stepped back holding Klaus' hands, she smiled when her back hit bumped into Elena. She looked over her shoulder and laughed. They both started to scream, "I never." Caroline hugged Elena when the song ended. She whispered in her ear, "Thank you."

Elena tightened her grip on Caroline. "You're welcome, now dance…with Klaus. Give him a chance Caroline," she said, and then grabbed Caroline's hand and spun her into Klaus' arms.

"Whoa, easy there love. You ok?" Klaus laughed, grabbing a hold of her waist.

She looked up shyly and smiled. Caroline pushed the hair behind her ears nodding, "I'm fine just lost my footing."

"Ok," Klaus said, he smiled and started to sway her with the remixed beat of "Closer" by Tegan and Sara. He grasped her hands and spun her around so she pressed is up against his chest. "Are you enjoying yourself?" Klaus whispered in her ear.

Caroline felt her body shutter with Klaus' mouth against her ear. She turned her head and smiled, "more then you know." She slid her hands down and interlaced their fingers.

"It's not just all physical I'm the type who won't get oh so critical," she sang lightly, gripping Klaus's hands. "So let's make things physical I won't treat you like you're oh so typical."

Klaus couldn't help but smile as Caroline grabbed his hands and sang. He pulled her back close and wrapped his arm around her waist as their bodies moved in unison.

Caroline laid her head on Klaus's shoulder breathing in his scent. She giggled because she got dizzy when she closed her eyes. She stood up straight, looking at Klaus, "I think I need to go sit down for a minute"

Klaus smiled, grabbing her hand and leading her to the booth. "Have a seat love," he said, letting her slide into the booth. "Do you want me to get you some water?"

"No, no, thank you I will be fine. All that moving got to my head," Caroline said, smiling at him. She leaned her head back on the booth, closing her eyes. She sighed, "So are you enjoying yourself Klaus?"

"I'm enjoying the company," Klaus said with a smile. Caroline opened her eyes, arching a bow at him. He chuckled, staring at her.

Caroline smiled and sat up. Klaus was always so interested in her, and she liked it because he made her feel like the most important woman in the room. Tyler never made her feel like that even though he was always introduced her as his girlfriend.

Caroline always felt like Tyler's trophy rather than companion. She sighed, looking back up at Klaus. She smiled, and started to think of all the times they ran each other. Every time he focused solely on her.

"Why are you being so nice to me," she asked, picking up her drink to take a sip.

Klaus smiled and turned toward Caroline, "When I have never been nice to you? I am actually enjoying myself because of you. Is that hard to believe?"

Caroline shrugged, putting her drink down turning toward Klaus. "I'm just Caroline, Klaus, and that's nothing special," she said before looking away from Klaus. "I mean if I was something my life wouldn't have so many scars."

Klaus shook his head in disbelief and reached for Caroline's chin. He turned her back toward him. "No offense sweetheart, but that sounds like fear," he said. "I know you've been through a lot these past weeks, and it's left a mark on you, but instead of wallowing in self-pity you're out having fun."

Klaus smiled and grabbed Caroline's hand. "You're out living your life, by yourself, and it seems like you're having a pretty great time," he chuckled.

"There is a whole world out there waiting for you," Klaus added, squeezing her hand. "There are great cities, art and music, genuine beauty, and you can have all of it."

Klaus brought his hand up to Caroline's cheek, rubbing his thumb across it, "Take a chance sweetheart, give me a chance," he smiled, his dimples popping up. "I dare you."

Caroline was speechless. She sat there looking at Klaus, trying to find the right words to speak. He's not wrong, she thought, because for the past five years it's been her and Tyler, and before that it was even more complicated.

Caroline couldn't deny that most of her time with Tyler was fantastic, but nothing compared to how free she feels now. She bit her lip because it did scare her, because she's not mourning her breakup and she knew she'd be ok.

"You're right," Caroline said, pulling her hand away from Klaus. "I am scared and I know I shouldn't be, but I am." Caroline sighed, "My life is more complicated than just Tyler, but right now I'm just happy to have such good friends in my life.

She started to rub her hands together, shaking off feelings of despair she hasn't felt in nearly ten year's. She looked up at Klaus, taking a deep breath, "I know I'll be ok, and for the first time since my heart was broken I believe it."

Klaus smiled, brushing the hair off Caroline's cheek. "You're stronger then you let yourself believe Caroline," he said, his thumb grazing her cheek. "Now, let's talk about other things shall we."

"Yes please," she sighed in relief. She readjusted herself in the booth. "What do you want to talk about?"

Klaus smirked. "I want to talk about you, your hopes, your dreams, everything you want in life," he said, talking a sip of his drink.

She chuckled, admiring Klaus' dimpled smirk. She wanted to kiss his stubble, but she wasn't going to fall for his charm. "Just to be clear," Caroline said, holding up a hand. "I'm too smart to be seduced by you," she smirked, taking a sip from her drink.

Klaus laughed, shaking his head. "That's why I like you Caroline," he said, leaning toward her. "You're strong, independent, and full of light. Every time we've talked, even at its briefest, you never once let down your guard. It's refreshing."

Caroline laughed because she's caught him in the elevator with his fair share of women, but he was always a gentleman. Acknowledging her while his date stood idly by as they talked. She even noticed how each girl almost drooled when he spoke. She thought it was hilarious.

"What can I say Mr. Mikaelson," she said, shrugging. "I'm not as simple as many of the women I've seen you with."

Klaus laughed, putting a hand to his heart. "Ouch, a man has his needs sweetheart," He said, downing the rest of his brandy and leaning back in the booth.

"I don't doubt that with a man like you Klaus," Caroline said with smile, finishing her drink.

Klaus looked at Caroline, smiling, "a man like me. What kind of man am I?"

Caroline chuckled, turning her toward him. "A man use to getting what he wants and from what I've observed you always get what you want," Caroline said, challenging him for an honest answer.

He chuckled. "What can I say sweetheart," He said, looking at her. "I'm ruthless."

Caroline couldn't help but laugh. She shook her head and before she could speak Matt placed glasses on the table.

"Matty!" Caroline smiled and scooted over so he could join them. The booth could fit at least six people.

"My shift ends in 20 minutes, but I thought I would bring my favorite girls and their gentlemen a round of shots," Matt said and slid in next to Caroline.

"Elena is still on the dance floor, but thank you Matty that is so sweet. What did you bring us?" Caroline smiled, looking at the shot glasses full of red liquid.

"Oh it's a shot called 'Red Death' I've never tried it before but my fellow bartender suggested it. It's a mixture of Southern Comfort, cranberry juice, and other things I wasn't really paying attention when he made it."

Caroline raised her eyebrows, "The Red Death, really Matty. I've already had so much to drink and you're giving me a shooter called the Red Death."

Matt laughed, "Oh come on Care since when have you gotten sloppy drunk?"

Caroline pointed her finger at Matt, "Hey I know how to hold my liquor thank you very much."

Matt raised his hands in defense and smirked. "Prove it," He said, sliding a shot in front of her, then Klaus.

"Challenge accepted," Caroline said, lifting up her shot. "I am not doing this alone so if you would please," she motions for them to pick up their drinks. Matt and Klaus obliged, and just as they were about to slam back their shots Elena and Damon stumble to the table laughing.

"Ahhh MATTY!" Elena said, jumping into the booth clinging to Matt for a hug and giving him a kiss on the cheek.

"Hey Lena, I see you have been having quite the night," Matt said, nodding toward Damon as he sat next to Elena.

Elena laughed and whispered in Matt's ear, "You have no idea."

She pulled back. "Matt this is Damon, Damon this is Matt a husband me and Caroline share." Elena said, laughing as Damon's smile fell.

Matt smiled and reached for Damon's hand, "their gay husband."

"Oh I get it, I was about to say what kind of kinky stuff have I roped myself into," Damon laughed and shook Matts hand. "I mean you're a good looking guy, but I have a feeling you and Elena would only use me for my body."

Matt laughed and slid a shot glass in front of Elena and Damon. "We were just about to do a round of shots to see if Caroline can still hold her liquor," he said, smiling at Caroline. She narrowed her eyes at him.

"Anyway these are Red Deaths, and it's supposed to be quite good," he said, and raised his glass. "Here is to a night that was long overdue." They all clinked their glasses and took the shot.

Caroline scrunched her nose afterward. Her body sent shivers in response to the taste. It was sweet but the whiskey out-weighed the sweet.

"Matt if you're trying to get me drunk I think that is helping you succeed," she laughed, running a hand through her hair.

"I wanna dance now," she said and started pushing at Klaus's side. She slightly stumbled in front of the booth, but turned to Matt and held out her hand "Would you like to dance Mr. Donavon?"

Matt smiled and slid out of the booth taking Caroline's hand. "Keep up sweetie." Matt said, spinning her.

Klaus sat back in the booth watching her from a distance as Damon and Elena get lost in each other. He saw Matt's hands all over Caroline and couldn't help but feel a little possessive. He shook his head. He's gay, he told himself. He would soon sleep with Damon then Caroline.

"So what's going on with you and that guy Klaus?" Matt asked, pulling Caroline closer. He wrapped his arms around her waist.

"I don't know what you mean."

"Oh come on Care I see the way he looks at you, and don't act like you're not attracted to him either. I haven't seen that glow in your eyes in a long time," Matt smiled, swaying their hips.

"We're just friends Matt," Caroline said because she wasn't ready to admit the chemistry she felt with Klaus.

"No, we're just friends," Matt said, motioning between them. He spun her around and pulled her to his chest. "Care you deserve to have some fun, I may be Tyler's friend too, but I am not going to deny that there is a spark between the two of you. Don't shy away from it."

Caroline pulled away and looked at Matt. He's right, she thought, but then that little voice in her head kept reminding her that's it's only been two weeks since she got screwed over.

"Matt I know you mean well, but trust me we're just friends," she said. "Right now, I think the best thing for me is me."

Matt gave her a small smile and hugged her. "In all honestly Care, you have never stopped taking care of yourself," Matt said, shrugging. "Even when you were with Tyler, he was your boyfriend but you never let him take care of you. You always had to be in control of everything. You're too independent for your own good sometimes."

Matt stopped dancing and cupped Caroline's face in his hands and spoke softly. "Care, you're 26 and you've already achieved so much in a short amount of time. You deserve to let go."

Caroline sighed and held on to Matt's hands, he was starting to kill her buzz, but he wasn't wrong. For as long as she could remember it was school, work and then just trying to survive. Even falling in love wasn't enough to slow down her. She has worked none stop since she graduated from high school and moved from Mystic Falls, Virginia to San Francisco to fulfill her dreams of being a journalist.

That move itself was the hardest part. She went against the support of her family, and left in a hurry. Even faced with so many struggles, it took her 6 years to get her Masters in Journalism from Berkeley, and she soon earned a top paying job at the San Francisco Chronicle as an assistant editor to one of the toughest arts editors in the state.

She thought she finally achieved a normal life after leaving Mystic Fall. She finally trusted the guy, earned the job, and like history repeating itself, it took one moment to make it crash. When she caught Tyler, it was ages since she felt like she was worth nothing, and everything was her fault. She thought was she felt was Tyler was worth something, but in the end she was wrong.

"What did I do wrong Matt? Was it me?" she said, pulling back to look at him.

Matt sighed and cupped her face. "Care listen to me, you're perfect and you didn't do anything wrong. I can't say why Tyler did what he did, but I can tell you it was not your fault. He's an idiot because you're wonderful, strong, and beautiful," Matt said with a smile. "I can say for certain, Tyler will regret losing you for the rest of his life."

Matt wiped away the tears that slid down Caroline's cheek. "Hey no crying or your mascara will start running," he chuckled, earning a small laugh from Caroline.

She sighed in relief pulling Matt in for a hug. "Thanks Matt," she sighed, and felt like it was ok to take a risk because Klaus was the risk she wanted to take.

"May I cut in?" Klaus said with a smile, holding out his hand to Caroline.

Matt smirked and looked at Caroline giving her a kiss on the cheek. "She's all yours. I got her all warmed up for you," he said laughing and gave Klaus her hand.

Caroline smiled when Klaus spun her gently until she felt his chest hit her back. The DJ started playing a remix of The Muse's "Uprising." Caroline started to replay the conversation in her head, and leaned against Klaus' chest.

She already knew being more than friends with Klaus would be nice, but right now, friendship was all she needed. Caroline sighed because she knew that was what would be best. She turned around and placed her hands around his neck and kissed his cheek. She smiled at the feeling of his scruff on her lips.

Klaus smiled down at her, "what was that for?"

Caroline shrugged. "Tonight, I guess," she sighed. "I know we're just neighbors and you didn't have to come out tonight, but you did."

She smiled. "Thank you for that, it's nice to know that you're also my friend Klaus. I need a new friend in my life," she said softly, smiling at the way his grip tightens on her waist.

Klaus nodded, and smiled. He could handle being her friend for now. "Any time sweetheart," he said, and kissed her cheek.

Caroline smiled, and pulled away. "I think we are in need of another drink Mr. Mikaelson," she chuckled and held out her hand. They walked back to the booth to see Damon, Matt and Elena laughing with shots and fresh drinks sitting in the middle of the table.

Matt smiled at her as she slid back into the booth. "I made you another perfect margarita and a tequila sunrise before my shift ended," he said, placing her drinks in front of her. "And I got us two rounds of shots. It's a mixture of bitter and sweet. The first one is whiskey, and the second is gummy vodka."

Caroline groaned if there any type of liquor that was guaranteed to get her drunk it was whiskey and vodka. "Thanks Matty, hopefully I can stagger home with some dignity after this," she laughed and downed half her margarita.

"Klaus I believe this belongs to you," Matt said smiling. He handed him his card back and passed out the shots.

"Thanks mate," Klaus said and put his card in his wallet before taking a swig of his scotch.

After the shots, Caroline was drunk because she got louder and everything was hilarious. The gang stayed at the booth talking, occasionally hitting the dance floor when an irresistible song came on. They all just kept each other company until last call at 1 a.m.

Damon and Elena got closer as the night went on, both of them barely being able to keep it PG in front of everyone. Klaus, Caroline and Matt didn't mind because they chit chatted as the night went on, but everyone agreed it was time to call it a night when Caroline and Elena started daring each other to dance on the table.

They all ended up outside on the sidewalk of Envy after one in the morning, laughing. Caroline was hanging on Matt for balance as they waited for his cab to arrive.

Matt laughed, gripping her waist. "Are you going to be able to get home ok sweetie? You can stay at my place if you want," he said.

Caroline scoffed, pushing at his shoulder. "I'm fine." She said before pushes herself away from Matt to prove a point only to stumble on her heels and drop her purse.

"I'll make sure she gets home ok," Klaus said, catching Caroline before she fell. "It seems like Elena is going to have company tonight," he pointed at her and Damon getting into a cab. "So she asked me to take Caroline back to her apartment."

Matt laughed picking up Caroline's purse and handing it to Klaus. "Yeah well I wouldn't want to be in Elena's apartment tonight either."

Caroline leaned into Klaus because her head started spinning causing her to giggle. "I can get home on my own," she mumbled.

"Of course you can darling I'm just tagging along because we do live in the same place," Klaus chuckled.

Matt's cab showed up, he sighed looking back at Caroline. "So you got her," he said, looking at Klaus as he opened the cab door.

"She'll be fine Matt don't worry," Klaus said and brushed Caroline's hair out of her face as her head rested on his shoulder.

"Alright I trust you Klaus, but if anything happens to her I'm sure it won't be hard to find where you live," Matt smiled at him before placing a kiss on Caroline's cheek. "I will call you tomorrow sweetie, you sleep it off."

Caroline laughed, "Bye Matty."

"Klaus it was nice to meet you," Matt said, shaking his hand.

Klaus smiled, and nodded. "Likewise mate, hopefully we can do this again sometime."

"Yeah and maybe Care will actually be able to stand at the end of the night," he laughed as Caroline flipped him off. Matt got in his cab waving to both of them before it drove off.

He chuckled. Matt was a good guy and he could see he really cared for Caroline like an older brother. He didn't think much into his threat but he did respect it because Klaus would've done the same if it was his sister. Of course Rebekah was able to handle herself, she learned a few things from her brothers, but none the less Klaus would surely kill anyone who touched her.

"Alright sweetheart, let's get you home," Klaus said, getting Caroline into the cab. He gave driver their address as Caroline leaned on his side. He wrapped his arm around her shoulder.

"I like you Klaus, you're a lot more fun than I would've thought," Caroline talks into his neck as the cab pulls onto the freeway.

Klaus chuckled, but his body was on fire at the feel of her breath on his neck. He rubbed her shoulder, "I like you to Caroline."

"Tyler hated taking care of me when I use to get drunk, he told me it wasn't lady like to get that drunk," she scoffed because Tyler always expected her to be like his mother. Mrs. Lockwood was a handful always trying to tell Caroline what her responsibilities as a lady was as well as what they were to her son. Even going as far as telling her to pass up the job at the Chronicle, saying she wouldn't need to work if she married Tyler already.

Caroline ended up laughing out loud to herself, "I remember when I had too much to drink during a benefit his mother was hosting, and I was talking up a storm with one of his mother's major donors. He cut into our conversation and told him I wasn't feeling well and needed to go home. I didn't see the problem I was making the guy laugh, and he told me I was pleasurable company, before I could even say goodbye properly he dragged me out of the banquet and put me in a cab home. He apologized the next day and tried to explain how important that night was for his mother," she scoffed as she pulled away from Klaus and leaned her head against the seat. "So from there on I never really went pass three cocktails." She giggled as her head rolled from side to side from the moving cab.

Klaus' body tensed at the story. He didn't even know this Tyler fellow and he sounded like a prick. First he betrays Caroline by cheating on her and then demeans her like that. He put his arm back around Caroline and pulled her close to him. "I think you are pleasurable company sweetheart, even when drunk."

She laughed making Klaus smile. "No offense, but this Tyler fellow isn't sounding like someone worth crying over."

She lifted her head to look him in the eyes, "he had his moments." She shrugged and sat back up.

You idiot, Klaus scolded himself. "I'm sorry love it's not my place to say."

"No, it's ok. You're just being honest. He was sweet and we worked well together but more in a professional sense. The high profile lawyer, and an up and coming journalist, but in the end we didn't really have anything in common," she laughed and closed her eyes leaning back against the seat. "I'm more long walks in park or late night star gazing you know what I mean, and Tyler was always private cocktail parties and fancy restaurants."

"Nothing beats the stars sweetheart," Klaus said as the cab stopped in front of their apartment building in down town San Francisco.

Caroline stumbled through the apartment building door with Klaus close behind trying to keep her balanced. "Easy love"

"Good Morning Miss Forbes, Mr. Mikaelson," the doorman in the lobby greets them.

Caroline smiled almost yelling, "Good Morning Hank. You're looking dapper."

Hank laughed, "Thank you Miss Forbes. Do you need any help Mr. Mikaelson?" He asked seeing the state Caroline was in.

"No thanks Hank. I got her," he smiled as he led Caroline to the elevator.

"Have a good night Mr. Mikaelson."

Klaus nodded pushing the up button. He wrapped his arm around Caroline's waist as they waited.

Caroline was staring at Klaus smiling as she moved from his eyes to his lips and then his neck. That's when she saw them hidden beneath his shirt collar. She slid her hand in his collar and pulled out his necklaces.

"And what are these?" she giggled as she looked at the black roped necklace with a feather and a black beaded necklace with a cross at the end. She held them in her hand unknowingly tugging at them. "These are beautiful. Why do you hide them underneath your shirt," Caroline glances up at him, his necklaces in the palm of her hand.

Klaus loved the way she was tugging at his necklaces, it was a turn on he didn't even know he had. He had to keep himself from backing her up against the wall. "My attire usually doesn't call for them to be seen," he breathed as she looked up at him and batted her eyelashes. This friendship will be the death of me, was all he thought as she tucked them back in his shirt. The elevator showed up a few seconds later.

"Too bad, they suit you," she smiled and patted his chest as she stepped into the elevator leaning against the railing.

Klaus walked in behind her and quickly hit 13. There are 15 levels in this apartment building, and he and Caroline happen to live on what he considered to be a very lucky number.

Caroline leaned against the elevator wall and braced herself as the elevator stopped on their floor.

"Where are your keys? Sweetheart," Klaus asked as he leaned her against the wall next to her apartment door.

"Hmmm I think they're in my purse," Caroline giggled as she grabbed her purse from Klaus. She stared rummaging through it before getting frustrated and leaning down to pour out her purse on the floor. She saw everything else but her keys. "Perfect," she huffs stumbling backwards to hit the wall. "They're not in there." She closes her eyes.

"I must've left them at Elena's," she sighs. "I'll call another cab and go sleep at Matty's. I am not chancing it with Elena," She chuckled as she reached into her back pocket for phone.

Klaus stopped her, "don't be silly sweetheart it's two in the morning. You can sleep at my place." He leans down and puts her things back in her purse.

"I don't think that's a good idea," Caroline said as butterflies filled her stomach. It was hard enough wanting to just be friends, but sleeping at his apartment. "Matty won't mind."

Klaus laughed, "Caroline don't be ridiculous, you are still quite plastered, so sorry if I am not willing to let you venture off at two in the morning." He put his hand on the small of her back and led her down the hallway toward his apartment. "Plus my place is so much closer." He smirked at her.

Caroline shrugged and walked with him down the hallway, "If you insist."

Klaus opened his door as he led her into his apartment. It was dark except the dim light peeking through the living room window. "Let me get the lights," he said, walking to the hallway and flipping on the light.

Caroline squinted as the brightness shocked her, glancing around only getting an outline of what Klaus's apartment looked like, not really taking the time to observe it.

"Follow me," Klaus smiled as he motioned toward her.

Caroline's high heeled boots clinked against the wooden floor as she followed Klaus down the hallway into a room at the end.

Klaus flipped the light switch and two lamps turned on in his room. "Please have a seat." He motions toward the bed. "I am going to change quickly, and then I will bring you something more comfortable to sleep in, ok?"

Caroline slowly walked into Klaus's room and smiled, the lamps didn't brighten up the place to much, but from what she could see he was a man of taste. "That would be great. Thanks Klaus." She smiled sweetly before she sat on his bed.

Klaus walked into his closet as Caroline sat at the edge of the bed and closed the door. He quickly changed into a grey V-neck and his flannel pajama bottoms. He took his phone out of his dress pants and slid it into his pocket. He put the pants in the hamper and hung his dress shirt on closet door knob. He picked up an extra shirt and pajama bottoms before stepping out of the closet. He saw Caroline lying on the bed with her arms spread out.

"Are you ok sweetheart?"

"I am fantastic, still drunk, but I'll manage," she sat back up from Klaus's king size bed to see him in his pajamas. Her eyes racked over his body, causing her to lose her train of thought. "Umm…your bed is quite comfy," she looked away from him as she bounced up and down on it.

Klaus chuckled, "Well it is all yours tonight. Also I got you something more comfortable to wear." He placed his clothes on the bed next to her.

"Thank you," Caroline smiled, and leaned forward to try and take off her boots.

"Here let me help you," Klaus chuckled as he squatted in front of her, sliding his hand up her leg until he reached the zipper on her black boots half way up her calf.

Caroline's breath got caught in her throat as he watched him take off her boots. She wanted to pull him up to her by his hair. She bit her bottom lip to get those thoughts out of her mind.

"There you go sweetheart," he stood back up and ran his hand through his hair. "Well I will let you get changed."

She stood up and smiled unbuttoning her vest sliding it off.

"I'll be in the kitchen," Klaus turned around and walked toward the door. "Would you like some water," he called over his shoulder as he opened the door.

"No I'm good," she giggled as she started unbutton her blouse. After she heard the close she slide off her clothes and slid on the ones he provided. She looked down at herself, "Eh these are too big." Caroline looked at his closet and smiled. She held on to the pajama bottoms as she walked into his closet. She ran her fingers along his shirts, but couldn't find anything smaller, until she noticed his red dress shirt hanging on the door handle. She smiled and took off the pajama pants and shirt. She slowly buttoned up his shirt and smelled the sleeve. She smiled because it smelled like him, natural, whiskey lined with a hint of cologne that smelled bittersweet and woody. She closed the closet behind her and walked back to the bed. Her clothes were littered on the floor so she kicked them in a pile next to the bed. She wanted to explore the room more but her mind was to fuzzy so she decided to get into bed.

Klaus closed his bedroom door allowing Caroline some time to change. He walked into the kitchen to get a bottle of water. He took his phone out of his pajama pocket, he ignored it all night. He had 3 missed calls and 4 new text messages, one of each from his boss. He opened up the text messages first.

Niklaus now is not the time to be ignoring my calls. This job is top priority and I need you at your best. I am sending over the rest of the job details tomorrow through a carrier. Inform me when you review it.

Klaus smirked he was always at his best. He sent his reply hoping that would sooth Elijah's nerves.

You worry too much brother. I will go over the package and call you when I am ready.

Klaus opened up the other messages all from the same person.

I just got back in town. I'll be here for a few days. Call me.

I am starting to feel like you're ignoring me Nik.

Come on Nik a girl has her needs.

Klaus rolled his eyes and deleted each of the messages and left his phone on the counter. He took the bottle of water and started walking back to his room. He lightly knocked on the door, "Caroline are you decent."

"Yes."

Klaus opened the door and peeked in. He was surprised when he saw her wearing his dress shirt and not the clothes he gave her. She looked incredible; the top two buttons were undone as she leaned against his head board, fiddling with the sleeves as her legs were covered by the blankets of his bed. He didn't want to admit it, but he thought she would've ended up in his bed for other reasons. But he pushed those thoughts aside or else he would be in a really awkward position. It was getting tougher to push them aside when he walked up to the bed. She smiled at him with her blonde curls tucked behind her ears.

"Was there something wrong with the clothes I gave you," he asked as he sat at the foot of his bed.

"No it's just they were a little loose. So I figured your shirt should do," She smiled as she raised her hands in a shrug.

Klaus chuckled, "my shirt has never looked better."

Caroline blushed, "Thank you, you don't look too bad yourself."

They went quite for a moment before Klaus stood back up. "Well sweetheart you get some rest. The bed is all yours tonight I will be in the living room if you need anything." Klaus leaned down and gave Caroline a kiss on the forehead before he walked toward the door.

"Klaus," Caroline whispered as she got more comfy in his bed.

"Hmmm..."

Caroline started playing with her hands, "Um…could you stay. I mean it's your bed I don't want to chase you out of it, and it's big enough for the both of us. Unless you want to sleep in the living room that's fine I just thought I'd ask. I mean we're friends and friends can share a bed, right. I mean we're just going to be sleeping and I really don't want to be alone right now." She rambled nervously until she heard Klaus chuckle.

He turned the lights off, "scoot over."

Caroline smiled moving to the middle of the bed as Klaus got in the covers. He adjusted himself with his one hand underneath his head and the other resting across his torso. Caroline picked up his free hand and snuggled into the nook of his arm.

"Just because were in a huge bed doesn't mean I can't get comfortable," she giggled because she would sleep with Matt like this. It made her feel safe because she was kind of scared of the dark. Carling knew that was ridiculous but it was just a small fear that never really left. She rested her hand and head on Klaus's chest and let her leg drape over his. "We're just sleeping Mr. Mikaelson." She poked his chest.

Klaus wrapped his arm around her and chuckled, "of course Miss Forbes, what are friends for." Even though his body was starting to disagree with him, come on Klaus you're not a teenage boy you can handle your urges even though you have beautiful women pushing up against your body. Bloody hell, who are you trying to kid, she's in your shirt and her hair smells like strawberries. This is going to be a long night. He was pulled from his thoughts when he heard Caroline's whisper his name. "Yes."

"You're a very comfy pillow," she giggled lightly as she started to drift to sleep.

He laughed lightly, pushing her hair behind her ears, "get some sleep sweetheart." He closed his eyes, listening to the steady breathing of Caroline against his chest. He smiled and went to sleep.

Klaus' eyes opened to the sound of knocking. Caroline was still on his chest as he peaked at the clock on the nightstand next to his bed. He's been sleeping for an hour, as the red numbers glow 3:30 a.m. He groaned while gently moving Caroline off his chest and slid out of bed. Someone better be dead, he thought, walking down his hallway. Klaus started to rub his eyes as he turned on the light before unlocking the front door.

He instantly regretted getting out of bed. As soon as he swung the door open his lips were attacked as a mess of long brown hair flew at him. He pushed her off of him, "Tatia what the hell do you think you're doing." He whispered forcefully.

"Oh come on Nik," she said seductively. "I told you I was in town, I don't get why you were ignoring my calls or texts," she pouted and slid her hands down his chest. "I couldn't sleep so I came to see you."

"Tatia now is not the time," he growled. "It's almost four in the morning, I can't do this with you right now," he grabbed her wrist before she slid her hand in his pants. "You have to go."

"What since when do you pass up on my visits Nik?" She pouted. "Didn't you miss me?"

"No I didn't," he said, narrowing his eyes at her. "I am telling you now, what I did then. This thing," he motions between them backing her toward the door. "Ended a long time ago, so if you don't mind I would like to get back to sleep." He said harshly blocking his doorway.

"You can't be serious?"

"Oh I'm dead serious Tatiana, I'm not playing your games anymore," he said coldly before shutting the door.

"Come on Nik," Tatia said, tapping her nails against his door lightly. "Open the door. Let me make it up to you."

Klaus locked the door and looked down the hallway toward his bedroom. The door was still closed. He sighed in relief that he didn't wake Caroline. He heard Tatia sigh in frustration before her heels headed toward the elevator.

Klaus ran his hand over his face as he walked into his kitchen and took a bottle of brandy out of his cupboard. He knows he shouldn't be drinking again, but he needed something to calm him down so he can go back to bed. He poured some in a glass and walked to his living room window.

He looked over the city of San Francisco as he sipped his brandy. He moved to San Francisco over five years ago to be closer to his sister Rebekah. She moved from London after she got accepted into Berkeley. He didn't understand why she wanted to go to university here rather than get schooling at Oxford like everyone else in the family. But his little sister was stubborn, she didn't want to be involved in the family business (that was him, Elijah and Kol), and hide behind a day job. She wanted a normal life, and Klaus was happy to help her find it.

He finished his drink and walked back to place his glass in the sink. Klaus hated that Tatia was back in town he didn't need that complication in his life. He sighed in frustration before walking back down the hall toward his bedroom. He turned the hallway light off as he opened his bedroom door in hopes of not waking Caroline.

Klaus was still wide awake so he figured he'd at least let Caroline wake up to clean clothes. He picked up her clothes from the floor and walked toward the guest bathroom. It was down the hall next to the extra bedroom he turned into his art studio. He chuckled to himself as he threw Caroline's clothes in the washer.

"The Wolf" doing the laundry of a girl he's not even sleeping with. Klaus laughed but smiled when he replayed the events of tonight in his head. She was worth the wait because she wasn't like any women he's met before. She is full of light and that's what he enjoyed most about her.

With 20 minutes to kill he decided his studio was the best way to sooth his mind. Klaus walked into his studio plopped on his couch with his sketch book in hand. He started sketching Caroline dancing from earlier tonight, the way her blonde curls rocked back and forth as her hands moved in the air. He would never be able to do her justice on paper, but that didn't stop him from trying.

He got lost in his drawing and barely heard the washer beep. He put his sketch book back on the desk and headed back to the bathroom. Klaus yawned and retrieved Caroline's clothes. After putting her clothes in the dryer, he decided to head back to bed. He turned off all the lights and shut the door to his studio before walking back to his bedroom.

Klaus smiled before he got back into bed seeing Caroline on her side facing away from him, he covered himself before he heard her start to mumble.

"Hmmm…where'd you go," she rolled back over and leaned on his chest.

"Shhh…go back to sleep sweetheart," Klaus adjusted himself so he was more comfortable. He heard her steady breathing before he closed his eyes.

Klaus opened his eyes slowly before rubbing them to adjust to the light coming through his bedroom window. He focused on the clock beside his bed. It was almost 9 a.m. he was about to start stretching when he realized the weight on his chest. He smiled as Caroline rested on his chest and her blond hair cover her face.

He brushed the hair away from her face before he got out of bed. He stood up stretching out his body. He looked over his shoulder and saw Caroline huddled in the blanket. He chuckled at how cute she looked. He walked into his bathroom before heading to the kitchen.

He turned on his stereo above the microwave and the guitar riffs of The Clash's "London's Calling" filled his kitchen. Growing up in London, and having a rebellious side Klaus fell in love with punk music, he used it as an escape from his home life. Growing up in a household where your "father" hated you and a mother that didn't defend you left you with tough skin.

He has had a lot of people tell him he's damaged goods, even his family wanted to save him, but he used his past to fuel his work today. Many people are surprised to hear him listening to punk rock classics like the Sex Pistols, The Ramones, Iggy pop and Patti Smith. But he also has his softer side listening to the smooth sounds of Bob Dylan, The Doors, and of course The Beatles. Klaus is big on music just as he is on art, granted he's not as talented in the musical field as he is painting, but none the less he appreciates a variety of music, even some of todays.

Klaus never really got hangovers, not since college, but the first thing he made was coffee. With only a few hours of sleep he needed the boost. He enjoyed cooking when he got the chance, but with work he rarely had the time to prep himself anything to eat. So it was nice being able to cook in his kitchen after so long. He kept quite as best he could in hopes of not waking Caroline, but breakfast was prepped quickly.

He turned off the stereo and washed the dishes he used before heading to the bathroom to get Caroline's clothes out of the dryer. He folded her blouse, vest and pants. He walked back to the bedroom. Klaus knocked lightly and when he didn't hear Caroline he walked in, but she wasn't in his bed. He placed her clothes on the nightstand and walked toward the running water. Klaus paused in the doorway as he saw the outline of Caroline in his shower, and just as he was about to turn away the floor beneath him creaked. Bollocks, he told himself as he heard Caroline yell.

"So we didn't sleep together," Caroline asked as she leaned back in her chair at the kitchen table.

Klaus chuckled, "No. We're just friends." For now, he told himself and he smiled. He was happy she asked him to about last night and not Elena because last night was splendid. He of course left out little details, like Tatiana. "Is there anything else you'd like to know about last night?"

"No you filled in the blanks," she smiled as she pulled out her phone from her back pocket seeing Tyler's name on the screen. She hit ignore and noticed that it was a little after 11 a.m. They've been talking for over an hour. "Klaus I hate to eat and run, but I have an assignment later on this evening and I need to get ready." Caroline stood up from the chair.

"Don't be sorry love, I believe your purse is on the couch and your boots should be in my room. I'll go get them for you," he smiled standing up motioning her toward his living room.

"Thank you," she walked toward the couch and picked up her purse. She looked through making sure she had everything.

"Here you go," Klaus gave Caroline her boots.

"Thank you, and since I don't have my apartment keys I need to head to Elena's," she giggled, sitting down on his couch to slid on her boots. She stood up, pushed her hair behind her ears and smiled at Klaus.

"Well, let me see you out," he smiled and placed his hand on the small of her back. He led her to his front door opening it for her.

Caroline stepped into the hall and turned to face Klaus. "Well Mr. Mikaelson it was a wonderful evening." She smiled.

"Indeed Miss. Forbes, we should do it again sometime," he smiled crossing his arms, leaning against the doorframe.

She laughed and looked down at her feet blushing. "Yes well will see, but thank you Klaus," she paused and looked in his eyes. "For everything," she smiled.

"It was my pleasure, love," Klaus smiled.

Caroline leaned forward and gave him a hug, kissing him on the cheek before the breath in her throat caught when she heard him.

"What the hell is going on," Tyler asked firmly as he stepped out the elevator. He looked between Klaus and Caroline his eyes trailing to see Klaus' hand around her waist. "Care?"

A/N I know all these updates must be confusing, but I am just editing all the previous chapters. I felt it was time to clean them up before I post the final chapter. I hope the little changes make the story read smoothly.