A/N: I actually don't even know how this happened. Catcalling is terrible. Don't be like Damon.
Summary: Caroline is Rebekah's best friend. Klaus is back for the summer from college. Damon's an asshole. Enjoy the smut.
-Angie


"Can I get a smile?" Damon drawled to a girl walking past them, who ducked her head and kept walking, studiously ignoring them.

Klaus and Stefan exchanged a look, but didn't comment. They were back in Chicago for the summer, starting their last year of university in the fall. Well, Klaus was back in Chicago. Damon and Stefan were just visiting for the week before going back to Virginia. It was approaching midday, and they were in a semi-populated section of town, contentedly people watching from their table outside the cafe they were eating at.

Catcalling was not something Klaus generally participated in, though occasionally if Damon said something particularly humorous he'd laugh along with it (Stefan didn't either, although he was much better at keeping a straight face when Damon managed to be even slightly funny).

A tall blonde in a tank top, shorts, and sunglasses approached, texting on her phone, and Klaus's eyes immediately were glued to her long legs, which the shorts were highlighting perfectly.

"Hey, beautiful," Damon said, shooting her a wink.

The girl stopped in her tracks and turned to glare at Damon. "Ugh, fuck off you as–Oh my god, Klaus?"

The girl pushed her sunglasses up, and Klaus took a second before he recognized her and fought the urge to groan. He had just been ogling his little sister's best friend. Caroline and Rebekah had been inseparable since elementary school, and he had left for university the year that she and Rebekah had started their second year of high school.

Before they'd been old enough to be left by themselves, he'd babysat them frequently during sleepovers, and had driven her and Rebekah places after he'd gotten his license at sixteen for the two years before he'd left home.

The last time he'd seen her she'd been fourteen (her birthday was just before the cut-off date of the school year, so she'd started Kindergarten at four) with a mouthful of braces and disproportionate limbs that caused her to trip all over the place because of her sudden shift in height.

Now though, her long limbs were softer and well-proportioned, her hips were round, and her chest...well...was most definitely not flat.

She still had the same wide smile, though it currently was a little bit more malicious than he'd ever seen it before.

"Klaus Mikaelson, did you just catcall me? Seriously? Oh my god, Rebekah will never let you hear the end of this."

No, she wouldn't. It wouldn't even matter that he was an innocent bystander to said catcalling. Rebekah would still never forget it, bring it up at any and all family functions, and re-enact it with surprising accuracy despite the fact that she was probably halfway across the city.

She pulled out her phone from her back pocket where she'd just stored it and swiped to open it, clearly about to text his sister.

"No, Caroline…"

"Wait, you know her?" Damon asked.

"Unfortunately."

"Oh, don't be upset Klaus, it's not my fault that you're in this situation. You should have better taste in friends."

He stepped over the low barrier of flowerpots separating the cafe table from the street and made to grab Caroline's phone from her hand. "Nope, sorry buddy, not happening."

"Caroline, don't do it…" he said warningly.

She just gave him a mischievous smile and started typing a text. "Why not? It's hilarious."

"For you."

She gave an exaggerated sigh, lowering her phone. "Fine then, what's in it for me?"

His eye twitched. He couldn't think of anything that he could give her. "What do you want?"

She shrugged. "A favor."

"What kind of favor?" he asked warily.

"That has yet to be determined," she said cheerfully.

He grimaced. Even at fourteen, Caroline had the ability to be incredibly cunning when she wanted to be, and that was the sort of trait that got honed with age. He was reluctant to agree to anything open-ended.

"Not worth it."

She raised an eyebrow. "All right, suit yourself. Then I guess you won't mind if I text Kol–"

"Fine. Fine. But nothing serious, all right?"

"Nothing serious," she agreed, though there was still a hint of a smirk on her face. "Anyway, I have to go, I have something to take care of."

Still grinning, she turned and walked away. Klaus immediately stepped back over the flowerpots and sank down into his chair rubbing his face with his palms.

"Who was she?"

"Rebekah's best friend," Klaus said shortly.

"Why do you look like you just volunteered as tribute for The Hunger Games?"

"Because that girl is too smart for her own good, and I just handed her a favorable situation on a silver platter. Which, by the way, was all your fault."

Damon shrugged. "Who knows, maybe it'll be a favor. I'd hit that."

Klaus's eyes snapped up to glare at Damon. No matter how infuriating Caroline was at fourteen (which, by the way, was very), she was still his little sister's best friend, though she certainly wasn't little anymore.

"Don't go there, Damon."

Damon smirked. "Sounds like someone is interested in his little sister's best friend."

"Or just protective."

"Or you wouldn't mind hitting that either."

XXX

"Klaus?"

Klaus groaned at Caroline's voice coming up the stairs. It had been a week since the incident, and she still hadn't called in her favor. He stood up to open his bedroom door (while inwardly reminding himself that he really needed to see if he could lease an apartment for the summer, because living with Kol, Rebekah, Henrik, and his parents was not top of the list of things he liked about his life), and found her on the other side, her fist having been raised, about to knock.

"Hello, Caroline."

She walked past him into his room and flopped down on his bed. "Yes, of course you can come in, please, make yourself comfortable."

She gave him an unapologetic smile. Clearly she had not become any less comfortable with inviting herself around his family's home in the four years he'd been away.

"So…"

"So?"

She sighed, tucking a stray curl behind her ear. "So, last year was my first year of college."

He nodded. He was well aware of this, as Rebekah had written him constant emails complaining about how all of her friends were miles away.

"I'm taking a community college course this summer to fulfill my GenEd requirement for math."

"Okay…?" he asked, hoping that she wasn't asking what he thought she was going to ask.

"And I'm taking calculus."

"Okay."

"And you know calculus."

"I'm aware of that."

She glared at him, and he was honestly a bit surprised that an eighteen year old could make him feel ashamed of himself for his sarcasm.

"I need help."

"Surely you're not failing."

She shook her head. "No, but the teacher is terrible, and I'm averaging a B+ right now. I need an A to keep my GPA up."

Of course she did.

Caroline, ever the overachiever, would most certainly not be satisfied by a B+.

"So what's your question?"

She glared at him. "I want your help with it."

"You want me to tutor you in math?"

Why had he decided to be an engineering major again?

She nodded.

He let out a harsh breath. "Where are you in the class?"

She gave him a brief summary of where they were, and they arranged to meet the next Saturday. As they talked, he realized that he'd never noticed how smart she was. As she strutted out of his room, he tried to reassure himself that this whole tutoring thing would be completely harmless.

She was eighteen, and he wasn't impressed, no matter how well she could hold an intelligent conversation, or how great her ass looked in that skirt.

XXX

"Have you always been this funny?"

She laughed. "Of course. I'm hilarious. You just never noticed."

Well, he definitely noticed now.

"Apologies, I suppose."

She shrugged, flashing him another brilliant smile. "No worries. So. Chain rule."

He sighed, giving her a slight smile and started explaining it, slightly glad that he'd be able to recite the definition in his sleep, because he wasn't sure he'd be able to explain it if he had to think about it.

The smile on her face when she finally got something was so incredibly infectious that he could never hold his own back. They seemed to fall into conversation about their own lives more often than they spent actually talking about her schoolwork, and he found himself looking forward to those distractions.

He wanted to know more about her.

She's eighteen. She's eighteen. She's eighteen.

They continued to meet twice a week at various times. She gave him her number so that they could easily keep in touch after she had to cancel to go on a (rather disastrous) date, which he heard all about (mostly by accident on both of their parts) the next meeting.

He couldn't help but be confused about how this Tyler person wouldn't want to hear her opinions. Who wouldn't? She had a way of explaining things that intrigued him. She could probably make the phone book the most interesting subject in the world if she looked like that when she explained it.

She's eighteen. She's eighteen. She's eighteen.

He walked her to the door once, and Rebekah was there, waiting to whisk Caroline off to do something with all their friends. She shot him a glare as they left, and he knew that they were going to have a talk that night.

Sure enough, once Rebekah had returned from the movie alone, she's barged into his room, not bothering to close the door.

"Don't fuck Caroline."

Well, no one ever accused his sister of being tactful.

"Excuse me?"

"She's my friend. Don't ruin it."

"Why would I seduce your friend?"

She's eighteen. She's eighteen. She's eighteen.

"Because I see the way you look at her. And the way she looks at you. And watching my best friend and my brother have eye sex is revolting."

"We're not having eye sex."

"Right, and I'm the Queen."

"Well, if Her Majesty could please leave and shut the door behind her, that would be fantastic."

Rebekah huffed, but left, slamming the door with a bit more force than necessary.

They weren't having eye sex.

He didn't want to have any kind of sex with her.

She was his little sister's best friend, four years younger than him, and despite her intelligence, sense of humor, beauty, compassion, and…

Yeah. He was royally fucked.

And not in a good way.

She's of age. Fuck it.

XXX

"Thanks so much again. I really appreciate it," Caroline was saying, a huge smile on her face.

She stood up from the kitchen table where they'd been working and began gathering her belongings.

"Of course. Anytime, love. Good luck on your final."

"I don't need luck," she said, before surprising him with a hug.

He wrapped his arms around her and gave her a quick squeeze back, before she started to disentangle herself.

Their eyes met, and hers darted down to his lips and back up again. Her green eyes were suddenly growing darker, and it was like they were frozen in time for a moment.

He didn't know who moved first, and frankly he didn't care.

Their lips met, teeth clashing and tongues pushing, the kiss rough and needy and right.

His hands moved down to the stroke the soft skin of the backs of her legs under her skirt, and he moved his hands to her hips to lift her onto the table, moving to stand between her legs, which were spread so that her skirt rode up to the tops of her thighs. His hands wandered, his thumbs stroking the insides of her thighs before his finger dipped under the thin fabric covering her pussy, causing her to moan softly into his mouth, her fingers still buried in his hair.

Her hands moved to tug his shirt over his head, and when he pulled away to let her he was jolted back to the reality of where they were. They couldn't do this. "Caroline…"

"What?" she asked, slightly breathless, her face flushed, with puffy lips and bright eyes.

He opened his mouth to tell her that this was a mistake. A horrible, terrible mistake, and he was taking advantage of her, which wasn't at all an appropriate thing to do to his little sister's best friend.

And then he saw the determined look on her face, and his mouth shut again. She raised an eyebrow.

He grabbed his shirt from where she'd dropped it next to her on the table before pulling her into him with one arm, crushing her body against his. "Bedroom," he mumbled against her panting lips. She made a sound of assent, and he pulled back to lead her up the stairs. He closed the door behind them and was suddenly pressed between it and Caroline's soft curves, one of her hands scratching lightly at his nipples while her lips attacked his neck and her other hand fumbled with his belt.

She pulled back for a moment. "Don't tell Rebekah," she gasped out, moaning as one of his hands raked down the back of her thigh.

"I don't have a death wish."

"Good," she said against his neck, already back to sucking on his pulse point.

He cupped her ass under her skirt in his hands, squeezing slightly and letting his thumbs run under the hem of her panties, his finger hooking under the fabric to dart into her folds.

She finally undid his belt and he grabbed her hand, moving it out from between them to press her center against the bulge in his jeans. She rubbed against him, the friction causing him to involuntarily thrust into her. He felt her smile against his neck.

She wriggled, trying to move out of his grasp, and he let go, watching as she unzipped his pants, her delicate hand moving under the rough fabric of his jeans to grasp his already hard cock through his boxers. Her hand wrapped around his shaft, stroking him languidly, her thumb ghosting over the tip.

His head fell back against the door with a low thunk, and his hands went up to tug her shirt off. She let go of him momentarily to allow him to pull it away and throw it to the side, but before she could move her hand back, her skirt was tugged down to the ground, his hand sneaking under her panties to push a finger into her tight pussy, making her gasp slightly, spreading her legs a little to give him better access. She stroked his cock in time with the thrusts of his fingers, but let go abruptly.

"Stop."

His fingers immediately withdrew. "Are you all-Fuck."

She had dropped to her knees and pulled his boxers down completely, wrapping her lips around him. He gripped the doorknob with one of his hands for support, the other almost automatically burying itself in her blonde curls.

Her hand was wrapped around his shaft, her head bobbing up and down as she took more of him in her mouth, her cheeks hollowing out. Her position gave him an excellent view of her full breasts, enticingly cupped in delicate pink lace, her eyes gazing up at him mischievously through her lashes as she took him in completely, the tip of his cock hitting the back of her throat. He bucked into her mouth, causing her to gag slightly, the sound almost making him harder.

He tugged her curls slightly when she swirled her tongue around the head, and she moaned loudly.

"Do you like that?" he asked, half surprised and half excited.

She sucked him harder, her cheeks hollowing out, and he took that as a yes.

Who knew innocent little Caroline Forbes liked getting her hair pulled?

While on her knees.

In his bedroom.

With his cock in her mouth.

Fuck.

He tugged her hair again, not restraining the thrust of his hips into her mouth. "Suck harder," he growled out.

She did so, and he looped his fingers into her hair more firmly, groaning as he watched her lips taking him in, her breasts swaying with every movement.

"I'm going to come, Caroline," he said through gritted teeth. "If you don't want to swallow–"

He could have sworn that he saw an eyeroll before she ran a fingernail down the underside of his cock while her teeth lightly scraped over the top.

He groaned as he emptied himself into her mouth, and watched as she released him, a drop of his come still clinging to her lips.

She licked her lips as she stood up, and he pulled her towards the bed, pushing her down gently, pulling her panties down her legs and throwing them on the floor before nipping at the insides of her thighs.

She arched her back slightly, spreading her legs for him, moaning as his tongue ran along her slit. Her fingers wound into his hair and she ground herself against his lips, panting

He swirled his tongue around her clit, making her moan, and dipped the tip of his finger into her entrance, grinning at the shudder that wracked through her body, before thrusting two fingers inside her, pumping them into her while he stroked her with his tongue. She writhed beneath him, her legs spreading even more as she ground her hips into her face in time with the pumping of his fingers.

He pulled his lips back, but kept fingerfucking her, letting his thumb rub over her clit as he kissed up the soft skin of her abdomen to reach her lips, crushing them with his, and she moaned into his mouth, one hand buried in his hair, the other gripping the sheets below her.

Her body was growing taut, and he slowed the thrusts of his fingers so that Caroline was desperately pushing against them to find more friction.

"Faster, Klaus."

"I don't know, love," he mumbled against her neck, letting his teeth drag down her skin.

"Faster."

"Are you sure?" he asked, nibbling on her ear, his hot breath making her shiver.

"Yes, Klaus, make me come."

"Don't you think you should ask a bit more nicely?"

"Klaus, I'm pretty sure I just gave you the best blowjob you've ever had. Make me come."

Fair enough.

"Please," she added, biting her lip and arching her back.

He smirked, thrusting his fingers in faster, massaging her clit with his thumb, and cupped her breast in his other hand, tweaking her nipple as he slowly licked the sensitive skin under her ear.

"Fuck, Klaus," she gasped, her breath turning into a long, loud moan.

"You like that, love?" he asked, massaging her clit more roughly.

She panted out his name, her eyes squeezed shut, back arched. "I'm going to come, Klaus."

"Come for me, then."

He felt her contract around his fingers, and he let her ride out her orgasm, returning the smile she gave him as she came down from her high.


A/N: Well. That happened.
Review, so I know how it was ;)
Hugs!
-Angie