"Boo."

Caroline spun around, poised to attract the threat if needed. She sighed and straightened up after seeing who it was.

"You can't do that to me!" She huffed, adjusting her jacket, as Klaus watched her, grinning.

"I wanted to catch you by surprise." He laughed.

Caroline was walking home from Elena's house at twelve o'clock at night. Caroline knew she could defend herself, she was a vampire, but she still had human emotion, and walking alone this late was still a little bit unnerving.

There was a brief pause while Klaus just stood across from her grinning.

"Well?" Caroline asked. "Get to the point. Why are you creeping up on me this late at night like some freak serial killer?"

Klaus's face drained of color a bit, but he kept the smile on his face. "Do you really think that low of me?" He asked, noticing her crossed arms and angry posture. "Do I really make you that uncomfortable?"

Caroline flipped her hair behind her shoulder. "You don't intimidate me."

"You still don't like me much." Klaus frowned.

"I did tell you to leave me alone." Caroline pointed out.

"I don't know how."

"It's really easy Klaus. You just don't talk or interact with them."

"I know how to eave other people alone." Klaus said, his big blue eyes trained on hers. "It's just you."

He took a step closer. Caroline's mind said to move away, back away; don't let him get any closer. But her body wouldn't move.

"I love how soft your hair is." Klaus continued, lifted his hand to stroke one of her curls. "I love the way you smell." He leaned do to her neck to smell her skin. "I love your smile. And your voice." He stopped talking a moment, and looked back up into Caroline's terrified face, before focusing his gaze on her lips. "I be I'd love the way you taste too."

"You can't." Caroline whispered.

"Why not?" He teased. "I could."

"I'll run."

"No you won't." Klaus lifted a hand to her neck. "You wouldn't have let me get this close if you didn't want me to."

Klaus was right of course. But Caroline would never admit to that. She was about to scold him again, but stopped as he started to lean his head down to her, pressing his lips softly on hers.

It was never like this with Tyler. Tyler was always wild, passionate, and lustful. This kiss was soft. It was kind. It was testing the waters. It was the kind of kiss Caroline had always wanted to have but had never gotten.

Until now.

She sighed a little, leaning into him. Klaus obviously took that as a good sign and wouldn't let go of it, because he wrapped his arms around her waist as quickly as possible.

"Was that so bad?" He asked quietly.

Caroline shook her head. His lips were big and soft, and he tasted good. Even better then Tyler. He had always tasted like an animal. Like a dog. Klaus tasted cool, and clean, and refreshing, like water.

Klaus was better for her, whether she wanted to admit it or not.

"No. But it was just what I needed." Caroline said, reaching up to tangle her fingers in Klaus's hair, and tug his lips back to hers.