Where was she? Caroline's mind was having trouble grasping and holding on to her surroundings.

She blinked four times, maybe five to clear her hazy eyes and realized she was in her bedroom, staring blankly at her wall. Someone was shaking her shoulders.

Klaus' face appeared at the center of her vision. "Snap out of it Caroline!" He shouted desperately.

Caroline parted her dry, cracked lips. "I'm thirsty." She whispered feebly. "Can you get me a blood bag?" She just wanted him to leave her alone.

He sped off at her request and she laid down in her bed quietly, pulling the blanket over her head and curling up into a ball. She let her tears leak and fall on to her white pillow. "Caroline? Come on out and drink please." Klaus said, shaking her under the blanket. "When I get my hands on them…" He muttered to himself, pulling Caroline into a sitting position.

She was so out of it, nearly catatonic, and it killed Klaus to see her like that. She took a small sip from the bag. "I can't breathe." She whispered. "I can't feel my chest."

He sat down on the bed and held her head against his chest, stroking her messy blonde curls. "It's going to be okay, I promise." He murmured.

"How?" She cried quietly.

"Run away with me." He said without thinking. "That wasn't exactly how I wanted to put it, but I'm serious. Let me show you the world, Caroline. I'll take you anywhere, away from all of this, this entire town. Rome, Paris, maybe even Tokyo."

He was surprised when Caroline gave him a tiny smile. "I'm too smart to be seduced by you." She said in a small voice, with a little laugh at the end.

He smiled back at her and cupped her face, gently, brushing his finger over her lips. "I know." He assured her.

"There's another way you can help me." She murmured. "You can help me forget. Will you do that?"

"I would do anything for you." He said honestly. And he would.

Maybe, he thought, she was going to ask him to compel her to forget or even compel her to turn it all off, so he was completely caught off guard when she wrapped her arms around his neck and pressed her lips to his mouth. At first he thought it was a joke or a dream, but when she started to unbutton his shirt, he grabbed her hands. "Caroline, what are you doing?"

"You said you would help me forget." She said breathlessly. And then he understood and he was kissing her back and tangling his hands in her beautiful, beautiful curls.

She went back to tugging the buttons on his shirt open and once she got frustrated with the tedious action, she tore the entire thing off and threw it across the room carelessly. At vampire speed, she ended up straddling his lap and kissing him hard, trying to bury her thoughts.

He removed her shirt himself and threw her on the bed so that he was hovering over her. She started peppering him with little kisses from his earlobe all the way down his neck in a trail. "Caroline…" He moaned under his breath. "Caroline, I love you."

She brought her mouth up to kiss him. "I know." She replied quietly. And then her hands were undoing his jeans and she was sliding out of her pajama pants and there was almost no fabric left between the two of them physically and emotionally.

Caroline felt absolutely raw and naked.

Klaus had dreamt of this moment so many times over the past week and here it was, happening right under his fingertips. He started to kiss down her stomach. "I'll make you forget, I promise." He mumbled against her skin.

And he would make her forget it all.


Caroline was sound asleep next to him, but Klaus was wide awake. He couldn't take his eyes off of her beautiful, naked form laying like an angel with her golden hair spread across the pillow. He let his finger run up and down her arm and then he kissed the top of her shoulder. "Caroline," he whispered.

She turned her head to look at him, blinking wearily. "Hey," she croaked with a sleepy smile.

"I need you to open your eyes for just a minute okay? I know you're tired but it will only take a minute and then you can go back to sleep, okay love?"

Drowsily, she sat up. "What's up?" She asked.

"Caroline, I'm sorry but…" Klaus murmured, grabbing her face so that she was staring at him and dilating his pupils. "Your mother passed away last night and you're sad about it, but you know that she loved you more than anything in the world. It's hard, but you're going to be okay. After I showed up, I took you home, put you to bed and then left. You went straight to bed and slept dreamlessly. When I let you go, you're going to forget that I was ever here." He kissed her forehead. "I love you, Caroline."

And then he was gone.

Caroline blinked, wondering why she was sitting up when she was so exhausted. Yawning, she figured she could use a midnight snack before she went back to sleep, so she swung her legs out of bed.

When she found herself stepping on something cold, half concealed under her bed, she picked it up with confusion.

A man's belt.

She looked at it for a moment, unable to recognize it and she figured it was probably Tyler's that got forgotten and kicked under the bed. So she shrugged, tossed it onto her chair and headed out into the kitchen to eat.

Klaus didn't go home that night. He found himself wandering around the streets of the quiet town, trying to clear his head. All he could think about was Caroline and how coming back with her to Mystic Falls was a mistake. Not only did he reveal his weakness, he got Caroline's mother killed and his family was released anyway.

"Brother."

Klaus sighed. "Elijah. Come to get revenge on me also? Please, feel free to shoot me while I'm down."

"Ah yes, I recently ran into Rebecca who I have to say is quite terrified of running into your, dear brother. It seems that Kol has gone and killed your lover's mother, Sherriff Forbes. Quite a shame actually, I was fond of her." Elijah looked at his brother curiously. "Tell me Niklaus, how did you let yourself become so vulnerable that you let the little blonde Forbes wiggle her way into your cold, dead heart?"

Klaus looked at Elijah shamelessly with pleading eyes. "Brother, please.I am not a person who easily gives up their pride, but I am begging you to leave her alone. She has already lost enough because of me. Leave her out of our feud. If you want revenge, I'll stand by and take it, but please leave her alone. Please." He begged.

To Klaus' surprise, his brother burst into laughter. "I must say, I don't think I've ever heard you say please that many times in your entire life, let alone one speech. I must admit, I came here ready to hate you but you've changed, Niklaus. Consider a truce." And then he held out his hand.

Klaus looked at it suspiciously. "I don't trust you."

"Why am I not surprised? You see, you should trust me. I am willing to extend you forgiveness again which is mighty noble of me. Besides, I need your help."

Finally admitting it was better to have his brother as an ally rather than an enemy, he shook his hand. "Now tell me what you need me for, Elijah." Klaus said.

Elijah sighed. "Well you see, I'm afraid I do not trust our mother's claim to forgiveness and I am going to figure out what she is really up to. Are you going to join me?"

"Count me in."


The next week passed in a giant, messy blur. Caroline was up to her neck in explanations and trying to figure out what she should do with her mother's stuff and if it was worth it to compel the real estate agent into letting her keep her house.

After she had boxed all of her mother's stuff up, she was wondering why she even wanted to stay there. She felt absolutely sick to her stomach and overwhelmed by the fact that she hadn't seen any of her friends since her mother's death.

She had been calling for days but everyone's phones were either turned off or they just didn't answer them. Finally, one morning, she got a hold of Stefan. "Where is everyone, Stefan?" She asked him quietly. "How come no one has come to see me?"

"Damon and Elena took Jeremy and have been out of town for almost a week, for safety precautions now that the Originals are roaming free. Huh, guess Damon should have thought of that before he undaggered them." Stefan laughed to himself and then continued. "Bonnie is staying with her mother to try and help her get her magic back and Tyler mysteriously disappeared after the last night you were here."

Caroline let the shock run through her. Nobody knew about her mother's death. "Oh…" She said breathlessly.

"I've pretty much been holed up in the house. Why, what's going on?" Stefan asked and if Caroline didn't know any better, she could have sworn she heard concern in his voice. "You sound different."

She promised herself that she wouldn't cry anymore, but the ridiculousness that nearly nobody knew about her mother's death was unbelievable. "Kol killed my mother last week and nobody even bothered to tell me that they were leaving." She said angrily and then she threw her cell phone across the room and broke her no tears rule.

She was in the middle of sobbing into her arms when she heard someone approach her door. "Caroline?"

Glancing up and wiping the water off of her face, she gave a weak smile. "Oh hi." She muttered to Klaus, who was looking worried. "What are you doing here?"

"Well I came to check on you of course." He said as if it was the most obvious thing in the world. "Obviously, you're not doing so well."

She let her head fall back against the wall as she laughed. Here Klaus was, someone who was supposed to be a big bad monster with no feelings, asking her how she was doing while her own friends were nowhere to be found. "I was doing fine until I realized I was all alone in this." She murmured. "I've always been there when my friends needed me and now that it's my turn, this place is a ghost town."

"I know it's probably not that comforting but I'm here for you."

Caroline stared at his face for a long time. "There's something different about you but I just can't pinpoint it." She said, pursing her lips. "Did you get a haircut?"

Klaus burst out into laughter. "No, love, I didn't get a haircut."

"Is it true that you're in love with me?" She blurted out. Klaus looked at her with confused eyes, wondering if his previous compulsion had failed. "Mikael, he said that you were in love with me."

"Mikael will do anything to get under my skin." Klaus said, trying his best to dodge the question.

"But your siblings came after me when they wanted revenge on you. Why would they do that to me if you aren't in love with me?"

Klaus gave her a warning look. "Caroline…"

"No, Klaus, I want to know. Are you in love with me or not?" She asked in a stern voice.

Klaus stood up in anger. "Yes, Caroline, I'm in love with you. Does that make any difference? Does that make you feel any better about this whole situation? Because it sure as hell doesn't make me feel any better! We are never going to work, okay? You're just a little baby vampire and if you get involved with me, you are going to get hurt. So leave it alone, okay?"

Caroline just stared at him. "What if I don't care?"

"What are you talking about?" Klaus asked in frustration.

"What if I don't care about all of that? What if I don't care about getting hurt? What if I want to be with you?" She asked.

Klaus' eyes darkened. "Get a fucking clue Caroline!" He roared. "Do you remember how you felt watching Kol snap your mother's neck right in front of your eyes!? Do you want to feel like that for the rest of your life!? I have many enemies, Caroline. Ruthless enemies that will stop at nothing to hurt me, including hurting you!"

"Fine! I don't care! Get out! Get out of my house and don't come back!" She cried, shoving at his chest.

Klaus stared at her coldly. "Goodbye Caroline." He said, and then he made his way out the door.

Caroline rushed behind him to slam the door and then sunk against the frame in tears.