SO I'M PLANNING ON LOOSELY FOLLOWING WHAT HAPPENS IN THE EPISODES, BUT THEN ADDING MY OWN TWIST TO THEM. I HOPE THAT IS OKAY WITH EVERYONE. PLEASE ENJOY THIS CHAPTER. =)

AS ALWAYS I DON'T OWN ANY OF THE CHARACTERS.

This was not how Caroline had envisioned spending her day as she stood outside Elena's bedroom door.

"Is it working?" Elena beckoned from inside the room.

Oh, boy. Here we go. "It's not working," Caroline stated as she opened the door, "I can hear every word you're saying about Damon the vampire gigilo."

Elena had been venting about Damon's latest indiscretion. Caroline knew he'd been too smug earlier about the whole Rebekah thing. 'We're friendly,' were his exact words. Jerk.

Elena just sighed. Caroline hated to see her hurt, but her friend should have known better than to let herself become emotionally involved with a world class jack like Damon.

"I don't know," Bonnie interjected, "it's a tricky spell."

Elena was quick to respond, "When Esther did it she kept the sage burning. There was a lot more smoke."

"Alright," Bonnie agreed reluctantly, "try it again."

They both looked to Caroline to indicate she should leave now.

Super. She let out a sigh of frustration, and then proceeded to exit the room and close the door behind her.

This was not working. She could hear everything Bonnie and Elena were talking about. It was hard to believe that just last night they'd been guests at a ball and this woman, Esther, had stood in front of an audience of people professing her love for her family. Now she wanted them all dead. Things really did change fast in Mystic Falls. Well, I guess this meant she wasn't going to have to worry about her Klaus dilemma for long. Death has a way of taking you off the dating market.

Elena's next words broke through Caroline's train of thought, "I've been thinking. Before the Sun and the Moon ritual, Elijah found a way to keep me alive. Now, I'm in the exact same position, and I'm just going to let him die. It just doesn't feel right."

Elena, always the martyr. Caroline swore that her friend felt as though she carried the burden of the world on her shoulders. She'd had enough. The spell wasn't working, and Elena was wrong to, once again, be thinking that everything was her fault.

She burst through the bedroom door. She had a thing or two to add to this conversation.

"Okay, first of all this privacy spell is totally not working," she stated the obvious, "Second, Elena, YOU are not doing this," she stressed the you in an attempt to make her point more vivid, "Esther is doing this."

Elena couldn't fix this. Esther would have taken her blood by force had Elena not offered it, and Caroline knew that. Her friend really needed to stop beating herself up about something she could not prevent.

Bonnie chimed in, "There is no time to change your mind, Elena. He'll be dead by the end of the night."

"What?" Elena asked clearly troubled and shocked.

"It's a full moon," Bonnie started, "Esther needs to harness the energy of a celestial event. She asked me and Abby to join her."

Elena, just stared blankly into the distance.

"Elena," Caroline began, "there's nothing that you could have done. Esther wants them dead. She would have used you even if you hadn't agreed."

"Caroline, please," Elena petitioned as her eyes started to glass over, "just stop."

Caroline didn't know what else to say so she just nodded towards her friend and respected her wishes. What was up with all this nodding today? She was beginning to feel like a bobble-head on the dashboard of a car.

They had sat there in silence for barely a minute when suddenly there was a knock at the front door.

Elena immediately snapped herself out of her gaze, rubbed her eyes to erase any signs of wetness, and jumped to her feet.
"I'll get it," she stated.

Caroline and Bonnie both watched her as she left the room.

"Do you think she's going to be okay?" Caroline asked, "I mean after this whole thing with Stephen, and then Damon and Rebekah, and now this."

"Caroline, we've all been through a lot," Bonnie responded, "more than most of us ever thought we could handle, but somehow we always manage."

Bonnie was right. She was always so much wiser than the rest of them when it came to realizing a situation for what it really was. Caroline didn't know what she would do without a friend like her.

"One thing is for sure though," Bonnie continued with a firm sense of conviction, "we'll all be much better off once Klaus is dead."

Again, Caroline nodded. She was beginning to believe that this was becoming her default reaction when she didn't know what else to do. One this was for sure though, she was feeling really uncomfortable as Bonnie stared at her. Bonnie had this way of looking at her, well at anyone really, as though she could see right into her soul and perceive things that Caroline herself didn't even understand. She had to change the subject and fast, but without seeming like she was trying to escape an uncomfortable situation. And then it dawned on her. Where was Elena?

"What do you think is taking Elena so long?" Caroline asked as she opened the bedroom door and tried to peer down the staircase.

"I don't know. Is she down there?" Bonnie replied as she got off the bed to join Caroline.

"Elena," Caroline called out her friend's name, but there was no response.

She zoomed down the stairs and around the first floor of the house, but Elena was nowhere to be found.

"She's not here," Caroline declared with panic. She flung the front door open just in time to catch a glimpse of Elena in the passenger seat of vehicle as it rounded the street corner. Elijah was driving.

"Do you see her?" Bonnie exclaimed with just as much panic as Caroline had been in a moment prior.

"Yeah, I saw her," Caroline stated flatly. She turned to Bonnie before she continued, "She was in that car. She's with Elijah."

Bonnie's eyes widened, "That can't be good."

And it wasn't, but Caroline didn't realize just how bad it was until she received a phone call from Damon a few hours later.

"Hello," Caroline answered.

"Hey Blondie, we need your help," Damon cut to the chase real quick, "you up for it?"

"Of course, but what's going on? Where's Elena?" Caroline quickly exclaimed.

"Elijah has her," Damon revealed, "Well, actually Rebekah has her, but somehow they found out about what Esther had planned, and they are using her as leverage so Stephen and I will stop it from going down."

"Hm. Having any regrets about sleeping with her now?" Caroline couldn't help the smug comment as it escaped her lips. It really wasn't appropriate given the urgent nature of the situation, but he deserved.

"Oh, shut-up," Damon pronounced, "we don't have much time before Rebekah rips Elena's heart."

"Okay, what's the plan?" Caroline refocused herself.

"Let's just say it's on a need to know basis," Damon responded.

"Well, then why the hell did you call me in the first place?" Caroline roared.

"Easy, I didn't say we didn't need your help. It's just the less you know the better off you are," Damon responded.

"Fine, just tell me what you need me to do so I can go do it," she snapped.

"We need you to go to the Grill and distract Klaus. Get him away from Kol." Damon countered.

Damn it. She knew Damon was going to use this whole Klaus thing as an angle in one of his diabolical plans. She just didn't think it would be so soon.

"Do you think you can handle that?" Damon asked but there was a tone of belittlement in his voice that ground on Caroline's nerves.

"I'll be a better distraction that you've ever been. I won't get his hand thrust in my chest around my heart." Caroline retorted a little smug.

"Maybe not physically, but I don't have time to sit and talk logistics. Just look pretty and work whatever it is that he finds so charming about you," Damon responded and just like that he was gone. He hung up before she could even utter another syllable.

She drove to the grill in complete silence. She needed it to prepare herself for what she was about to do.

"You hate him," she whispered to herself, "He killed Tyler. He sired Tyler. He killed Jenna. He killed Elena. He tried to kill Bonnie." She was listing off all the bad things Klaus had done. She had to keep herself focused on his villainy. It was the only way she knew she'd be able to look him in the face, knowing he was about to die and not let him see some weakness he could pry open. Damon was right. She was a terrible liar and awful at deceiving people. She had to focus. Elena's life was at stake. She couldn't forget that.

Confidence. Be confident. And that was what she attempted to exude as she strutted into the Grill. She noticed Alaric to her right as she walked through the door. He was on the phone and staring at her. He was in on the plan. She could tell. She raised her eyebrows to acknowledge him and let him know that she was in the plan to. She refocused on the bar, and there he was, relaxed, leaning against the bar with drink in hand and his brother, Kol, at his side.

Here we go. She approached the bar pretending not to notice him.

"Caroline," Klaus beckoned after her as she was about to pass.

"Oh, it's you," she responded with a hint of disgust in her voice as she folded her arms across her chest. So far so good.

Klaus looked away for a brief pause. Was he embarrassed by her harshness? Wow, that was…unexpected. When he spoke it was kind and almost….timid, "Join us for a drink?"

His brother on the other hand was projecting enough arrogance for the two of them as he raised his glass in correspondence with Klaus's words.

"hmm, I'd rather die of thirst, but thanks," was her response. And she knew it was a good line. Now, to get him to come to her. She raised her eyebrows in a sexy but defiant way, and then proceeded to leave.

"Caroline!" he called after her just outside the Grill doors.

It worked. She could hardly believe it worked. Now to just push a little more.

"Are you serious," she turned around and stated, "take a hint."

"Don't be angry love," he continued as he followed after her, "we had a little spat. I'm over it already."

"Aw, well I'm not," she teased over her shoulder as she proceeded walking. This was so strange for her. Caroline was used to being the one going after what she wanted, not being the one sought after. She was enjoying every second of this game of cat and mouse.

"Well, how can I quit myself?" Klaus asked with an eager sincerity.

She sighed and turned to face him with a more serious tone and stated, "You and your expensive jewelry and your romantic drawings can leave me alone."

A look of shock and sadness painted his face. He beseeched her, "Oh come on. Take a chance Caroline."

Caroline couldn't help but admit to herself that was pleasantly unexpected and rather adorable. She smiled, and he could tell that he was breaking her resolve.

He quickly moved to a bench and took a seat, "Talk to me."

She just stood there, astonished and flattered.

"Come on, get to know me," he pleaded.

Her eyes softened. He really was trying. He really did want this. It wasn't just part of some master plan of his. He was being genuine.

"I dare you," he added playfully and then smiled a sweet, mischievous smirk.

Her resolve broke, and he could tell as he continued to gaze at her.

"Fine," she responded attempting to sound frustrated.

He just watched her in silence as she took a seat on the bench next to him. She could tell he was admiring her.

She had to say something before she started blushing, "So, what do you want to talk about?"

His eyes never lost her as he raised his eyebrows and declared, "I want to talk about you."

She looked away, and let out another sigh of disbelief. Really, that was his line? After 1,000 years he couldn't come up with something better? She couldn't help but smile.

It had been meant to be lighthearted, but when he continued all jest left his voice. He looked at her with earnest sincerity and continued, "Your hopes and dreams, everything you want in life."

It was unbelievable, but Caroline new he was being candid. She shook her head and laughed in disbelief. Then she captured his gaze again and stated, "Just to be clear. I'm too smart to be seduced by you."

He stared back at her and simply acknowledged, "Well, that's why I like you."

He recognized her intelligence. She was not some blond bimbo that would beckon to his every whim. She was a challenge. Caroline was feisty and strong and Klaus knew this. Somehow she had earned his favor, but more importantly his respect.

Caroline could feel her resolve breaking as he looked at her and smiled. She couldn't let it. Klaus had to die. He was the villain, but seeing him sitting before her like a school boy with a crush, it was so hard to keep that in perspective.

"So, Caroline, are you going to talk to me?" he asked sweetly.

"You don't really want to know all about me," Caroline stated trying to thwart her intensifying guilt.

"I assure you love, I do," he encouraged, "consider this my attempt to connect with you." He smiled brazenly knowing that she would recognize her own quote from the previous night.

It was just too much. Here this man was before her doing his very best to relate to her, something that maybe he'd never done before, and she was just going to let him die. She couldn't do it. He'd done nothing to her to deserve her deception. He'd saved her life. She owed him this.

She made her face as serious as stone and the tone in her voice to match, "Klaus you need to leave."

He stared at her in disbelief at this sudden outburst, "Oh come on love, that's not very kind to tell a man he has your ear and then take it away from him before you even give him a chance. You are better than that."

"You need to go into the Grill, get Kol, and go home to Elijah," she stated again hoping with the additional details he might catch her drift. This was a warning.

Suddenly he tensed and his face drained of all playfulness, in fact it drained of almost all emotion entirely, "What do you know Caroline," he demanded.

"I know you need to take your brother and go home," she repeated with more emphasis on the go.

"What do you know Caroline!" he demanded again.

Okay, she was hoping she wouldn't have to go into more details, but he wasn't going to leave without more, "Everything I know, Elijah can fill you in on. There is a reason I'm left out of the loop on a lot of details. It's because I am a terrible liar. Now just go to Elijah, Klaus," she was begging now, "There is not much time. He can tell you anything you need to know."

He analyzed her for a second longer, and must have determined she was telling the truth because just like that Caroline was left alone.

She walked over to the Grill window and saw Kol protesting at Klaus's demand that they leave immediately.

"I don't want to go just because you are upset that some girl ignored your advances," Kol declared, "be a man about it."

"Kol, we are leaving," Klaus scolded his brother, "I'll explain when we get home, but you are coming with me, conscience or not."

Kol was going to open his mouth with some sarcastic reply, but instead let out a sigh and grabbed his jacket, "You better have a good reason for ruining my fun."

Caroline saw Alaric standing in the corner dumbfounded. He shook his head as if to snap himself back into reality, grabbed his phone and made a call. Caroline knew it would be to Damon.

She watched as Klaus and Kol took off towards home. Did she do the right thing? She sure as hell hoped so. It had felt like the right thing at the time, but she knew she was going to have to answer for it.

Thirty seconds later, her phone rang. It was Damon.

"Here we go," she breathed.