Hello all, I'm sorry I've taken a while to update! To make up for it, this one is extra long))

Please review and tell me what you think!

I don't own the Vampire Diaries or it's characters at all. Not even a little bit.

The bathroom was ancient, featuring a claw footed bath tub and some pretty outdated plumbing. She cracked the plastic on the new toothbrush she'd found in the bag, and thought how good it felt to be doing something so normal in a situation like this, where there was no foothold for reality. Again she felt touched he'd bothered, almost like he'd known the things that would make her feel marginally better, whilst on the run from killer werewolves sent by her very own uncle.

Just getting her head around that felt too much right now, so she concentrated on the routine of getting ready for bed. There didn't seem to be any hot water, not surprisingly, so she washed her face in cold, patting it dry on a towel she'd found in the bathroom. She'd brought the granny pajamas with her, and was now glad for the extra coverage, seeing as she wasn't going to be alone tonight. Stripping she slipped on the silky garments and was instantly impressed by the softness, it was like wearing gossamer. She brushed her hair, then left it hanging around her face in gentle waves. Her face scrubbed clean and shiny, her mouth minty fresh, she was all ready for bed... but still she loitered.

Taking a deep breath she leaned on the sink and stared at herself in the mirror. You're such a wimp, she accused. She was nervous and the thought of walking into that candlelit room and seeing Klaus waiting for her, was enough to make butterflies whip into a frenzy in her stomach, never mind butterflies... these were bats.

Where would he waiting? Not in the bed? But where? Did he have pyjamas too? She giggled at the direction her nervous thoughts were taking her. It was quickly chased by a sobering thought... He didn't really seem like the PJs type... so...

Shaking her head, she put her hands over her warm cheeks and tried to settle down. His behaviour tonight had been totally above board. OK, so he knew about the vervain, which hadn't really been part of her revenge plan, but that didn't mean she couldn't still extract some. He had pretty much out put himself out there, and it was up to her to act on it. No, she had the advantage, they both knew he wanted her... and she was the mysterious one, the one who held the cards. She had to keep the upper hand, and make him suffer a little, which was less than he deserved, but she might be willing to let some of his rescues count.

She had to go out there soon, or god knows what he'd think she was doing in the bathroom, a thought which sent her scooting out the door seconds later.

Arriving at the door, she took a deep breath, and decided not to be the nervous one. Klaus was going to be the one who didn't know what to do with himself tonight.

Stepping into the room, she could see that he did indeed have something resembling pajamas, however in his case, they were far more sexy than hers. Long, loose linen trousers, they rode low on his hips, paired with a tight vest, all black. He was lounging on the left side of the bed, leaning against the headboard, the curtains pulled back a little at her side, reading by the glow of shadows on his face were exaggerated, the hollows and the lines, painting him in charcoal and light, for an instant, the artist becoming the painting. He looked up as she entered, sitting up and putting his book aside, smiling at her disarmingly.

"Caroline" his voice seemed to stroke her name.

"When I chose those pajamas I thought they'd help me behave around you, though now I see it was a complete waste of time."

Oh boy she thought as she struggled not to let him get the upper hand right off. Approaching the bed, she slowly ran her eyes over him,

"Let's get something straight right now... there will be no misbehaving. I am grateful to you for protecting me, but that's it. No offense, but you're not exactly my type." she pulled an apologetic expression as she picked up her book and climbed into the cavernous bed. He was quiet while she shifted around, arranging pillows and blankets, until she finally settled into a comfortable position.

"That's interesting love, you didn't seem to think so a few weeks ago" he finally said as she turned a page.

"You mean when I thought you were Tyler? Hey, I'm not saying that you can't be nice sometimes, and interesting. We could really hit it off, as friends, one day. But I mean physically... Tyler is much more my type, you know... dark, intense." she felt him coming closer to her, and suddenly his hand was on her book, lowering it, she raised her eyes to his briefly

"I can be intense." he growled at her and she stifled a smile, it was such an understatement.

"H mm" she shrugged noncommittally and raised her book again, focusing on the page with deep concentration.

"And just what was that before? We almost kissed" he stated arrogantly, so full of confidence, she felt renewed determination to burst it.

"Correction... I almost let you kiss me. Big difference." she said, turning another page, despite not having read a single word. Again he pushed her book down, and forced her to look at him as his eyes fixed on hers, like magnets colliding.

"And what difference would that be? He asked dryly. She looked him coolly and steadily, before smiling a tiny smile, and pulling book from his grasp and saying softly,

"Wouldn't you like to know."

Focusing back on her book, she carried on pretending to read it, as she felt him struggling to remain quiet beside her. Finally he picked up his own book and turned back to the bookmark. Silence filled the room, punctuated by a sporadic page turn. She was surprised how comfortable she felt sitting beside him, both reading, side by side. And Anna Karenina, a book that she would never have been interested in tackling before, yet reading with him, it felt just perfect. There was no way she'd sit beside him reading some trashy romance, and what surprised her the most, was that now she had started, it was really amazing. The characters, the writing, it was totally absorbing, and she looked forward to finishing it and discussing it after. She thought about Tyler and Matt, and could never picture discussing Tolstoy with them, or any book for that matter. Feeling the light shift a little, she turned more toward the candle flame, which was beside Klaus, and lay on her side, her head on the pillow, after a few minutes she became aware that he had completely stopped turning pages. Looking up she saw he was watching her with an inscrutable expression.

"What?" she asked innocently, watching as his eyes wandered her face, before he cleared his throat and turned away abruptly,

"Nothing" he muttered, looking at his book.

After a while she felt her eyes start to get tired of the candle light, and put her book down, then stretched her arms over her head and threw her head back, feeling her whole body relax a little as she stretched out her muscles. Klaus seemed to be getting even more uncomfortable and had moved further away from her. Lying down, she snuggled her head into the pillow, her hair strewn all about it, she whispered so softly, only he could have caught it

"Goodnight Klaus." he turned to her, and put his book down.

"Goodnight Caroline. Sleep well and don't worry, I won't let anything happen to you." he promised, closing his book and blowing out the light. She felt him shifting down on the bed, and nerves sprang up in her stomach again.

"You don't know how well I attract danger. Don't make promises you can't keep." she smiled a little, to soften the hurt tone she heard creep into her voice. She felt his hand hovering near her head, as though he wanted to stroke her hair, comfort her. She didn't move but said pointedly,

"You can stay on top of the covers" pulling them up to her neck, she kicked her legs around underneath, making space for them, them turned away from him and got comfortable. She thought the proximity to him and her nervousness would make it impossible to sleep, but she found the sudden loss of adrenaline and long hard day they'd had running had left her exhausted.

She soon fell into a deep sleep, as the still figure beside her lay staring at the ceiling, listening to the creaking sounds of the old house settling for the night and watching the moonlit shadows moving across the wall.

Klaus didn't know how long he'd been lying there awake beside her before the noises started.

He had been thinking of the damn spell and just how he was going to survive being this close to her all the time, without completely losing his dignity and begging her to give him a chance. Lying this close to her... her sweet smell filled his nose, her creamy skin and shining hair danced before his eyes, even when he closed them. So he kept them open and directed them at the ceiling.

He thought back to dancing with her before, holding her close, he'd longed to take her face in his hands and kiss her. Earlier before the attack, she'd almost let him. His heart had felt like it might break his chest... so close, and he had no idea if it was going to happen again. She'd drunk the vervain. That realisation had almost made him lose his head... but now, cold reality threw it into a different light. Of course given the choice, she wouldn't want to be compelled by him, she didn't trust him at all. He might have compelled her to do something she didn't want, or maybe she didn't like the idea of someone in her head. The important thing was that she definitely hadn't intended him finding out. Which didn't really seem better.

There was something there, he could see it in her eyes. She felt something for him, and it confused and scared her. Whether she would ever give in to it was another matter. She was probably the most moral vampire he'd ever met, and he'd seen her control when it came to her demanding diet.

It was at that moment he heard the soft cry escape her lips. Her breathing had speeded up, and he became aware of her pounding heartbeat. He looked over at her, leaning closer, ready to wake her. She was murmuring and her head was turning from side to side,

"No... please..." she whispered, and he wondered what she could be dreaming about. Gently taking her shoulder, he squeezed her arm,

"Caroline, wake up, you're dreaming." when she failed to respond he started to shake her a little. Still nothing, and it seemed like the nightmare was growing worse. Her breathing was ragged, sweat starting to appear on her forehead.

"Caroline!" he shouted and started to feel unease growing in his stomach, she was completely unresponsive. He thought about her Uncle, and the mysterious tracking he'd been using, probably with magic, which meant there was a witch working with him. He'd seen a lot of magic in his time, and some of it... old and dark, had spells that could keep a person in their dreams, tormented by their personal demons and most hideous memories. He had seen it happen to a vampire who had killed an old witch's daughter. He had lasted 3 days, until he had clawed his own eyes out and Klaus had staked him out of pity.

He needed to see what she was seeing, so arranging her so she wouldn't fall from thrashing around, he reached out and touched his fingertips to her temple.

The first thing he registered was the smells. It seemed like an enclosed space, and the smells of cigarette smoke and fast food filled the air. Looking around it seemed like a cheap trailer, with plastic chairs, empty beer bottles and the strong smell of unwashed male. Listening carefully he heard a mewling sound, and knew it was her. It sounded so lost and pained it made goosebumps rise on his arms. Striding down the length of the trailer, he found a curtain at the bottom, strangely placed, with a chair set in front of it. The sound was coming from right behind it. He felt his stomach drop, wondering what he'd see as he pulled it back. A metal cage sat on the floor, and the smell of blood was heavy in the air, Caroline's blood. She was huddled in a tiny ball in the corner of the cage, crying and shaking. His reaction was immediate and visceral. He felt his eyes start to glow golden as the wolf in him awakened. Dropped to his knees beside the cage he watched as the sudden movement made her turn to face him, her eyes huge and terrified

"Caroline! Are you alright? What's happening? Where are we?" he watched as her eyes scanned his face, surprise registering. He slowly put his hand through the bars and gripped hers.

"Klaus? How are you here? You weren't here..." she whispered her eyes watching behind him. Suddenly the door behind him opened and cold air blew into the trailer. Standing, he turned and prepared to rip heads off. A guy walked in, stamping his feet to shake off the cold. He was a wolf, Klaus could tell immediately. The guy went to the kitchen and opened a beer and then strolled lazily towards the chair. Klaus smiled, waiting for the guy to see him. The guy walked right past and sat down. Turning, Klaus realised the curtain was drawn again, and the guy had no idea he was there. The werewolf rested his beer on the table and drew back the curtain, revealing Caroline who had scooted right back against the bars and was watching him fearfully.

"Miss me?" the guy chuckled, pulling a gun out of the waist band of his jeans. It was a memory and Klaus couldn't change it. He could only witness it. He tried to touch the man on the chair, and it had no effect, he looked urgently at Caroline,

"Can you still see me?" he asked urgently, as Caroline continued to stare in terror at the werewolf.

"Caroline!" he shouted, and was rewarded with a fleeting glance in his direction. Good, she could see him, because it was her dream, but he couldn't change her memory of what had happened. Crouching again at the bars he put his hand through and gripped hers,

"Caroline, look at me sweetheart." he urged, watching as her eyes flicked to his, and held on.

"Don't stop looking at me. I'm here. You're not alone. I won't leave you..." he said forcefully, holding her gaze with all the intensity he could muster, gripping her hand hard. The man on the chair was moving around, he picked up a bottle and threw some water on her, she flinched, and smoke rose from her face where it had touched her. Vervain.

"It's OK sweetheart, it's just a dream. He can't hurt you." he soothed as her eyes reflected all the pain and raw fear she was feeling. He heard the gun cock back and her heart pounded even harder, she whimpered with fear. Her eyes bore into his, desperate and he had never felt so powerless.

The gunshot echoed in the tiny trailer and she jerked,once... twice...

Roaring with rage Klaus rose, turning toward the man, knowing it was useless and suddenly realised that the trailer was gone. A large room had replaced it, and everything was cool and clean and the scent of Caroline's blood no longer filled the air. Turning, he saw pictures on a side table, Caroline when she was young. Her house? Leaving the room, he started upstairs looking for her. This was her memory, she had to be somewhere. Suddenly he heard voices ahead.

"You can be very sweet when you want to be." Caroline announced

"Yes, I can be sweet" Damon Salvatore's voice replied.

"Are you going to kill me?" Caroline's voice was strangely flat and emotionless.

Klaus arrived at the door of her room, and saw her standing in front of the mirror, her compelled eyes staring blankly at her reflection. He saw Damon, who was just saying,

"Mm-Hmm. But not yet."

His casual expression, his nonchalance and complete indifference made Klaus's blood boil. How could he treat Caroline as though she was nothing more than a source of food. Even as he thought it, he felt the hypocrisy of the sentiment. How many girls had he treated the same, used and discarded when they no long held his interest. Why was Damon doing it to Caroline any different? Because he cared about her? And all those people he hurt.. how many people had cared about them? He sank down on the edge of the bed, his thoughts taking him into uncomfortable territory.

He looked up as Damon left the room and Caroline stayed at the mirror, her face still a little blank. She twisted around, pining her hair up, revealing an ugly bite mark, marring her beautiful neck. She stared at it, raising her hand she touched it gently, then noticed another on the underside of her wrist. Swallowing a sob she rushed into the bathroom, grabbing a stick of makeup from the counter, he followed her slowly, feeling like an intruder. He watched as tears started to fall from her eyes, she was rubbing the stick over the bite on her neck, which must have been fresh, as blood was welling up from it, and she was frantically trying to smear it away. She switched on the tap and washed her fingers. Suddenly she looked up and saw him in the mirror, her expression still blank and he recalled her voice in his head,

"Are you going to kill me?" he shuddered at her gaze and stepped forward,

"Caroline, love. You're dreaming. You've got to wake up." he urged, as she turned to him, tears falling down her cheeks, dripping off her chin. She looked at him miserably,

"I can't. I've been trying. I have already dreamt all off this. I'm stuck in a loop. How are you here?" she asked, wiping her tears away.

"I can come into your dreams, but I can't change anything. These are memories. I... I'm powerless here. All I can do is watch..." he ground out, his frustration palpable.

"And know everything about me... Can't I have any secrets from you?" she said bitterly and his heart turned over. He hadn't even considered the violation of her privacy, he'd been so desperate to help.

"Caroline, if you don't want me here, I'll go. I'll try to wake you up from outside." he said softly and watched panic drift across her face,

"No!" she said immediately, then continued,

"Please don't leave me." she whispered and she looked so lost and alone that he put his arms around her and pulled her close to him, resting his chin on the top of her head. She continued to shake and shudder, and he started to hum gently, trying to soothe her... the sweet melody her words had just evoked, and suddenly, they were dancing again. The firelight, the candles, and Jacques Brel's sweet voice floating around them, "Ne me quitte pas" he echoed and almost as soon as their surprised glances met, the scene changed again.

It had been another memory, but not a bad one, so she didn't have to only be reliving the traumatic experiences he realised. He could have an effect, by making her think of something else. She could end it herself, if she could find her way out.

He scanned around, trying to figure out where they were now. It was dark and cold. Heavy stone surrounded him, and as he started towards a doorway, he heard a blood curdling scream rip the air. Flashing through the building he ended up in a room filled with smoke and the scent of burning flesh.

"Daddy! Please stop!" Caroline screamed. She was tied to a chair, in a patch of sunlight. Her skin was sizzling. His heart stopped. He had never seen something so horrifying before.

"Sweetheart. I'm going to fix you" a voice came from the darkness beyond her chair. Kneeling again in front of her, he didn't touch her, as she was writhing in agony. Suddenly the light disappeared. And her skin struggled to heal. It was slow going, he realised she mustn't have eaten for a while.

"That's enough for today. We'll continue tomorrow." the tall man said and left the room, drawing the heavy door shut and bolting it. The smell remained in the room and her quiet sobs filled the silence.

"Caroline." he said, crouching before her. Her head remained down and she kept crying.

"Caroline!" he said louder, worried she had stopped letting herself see him. Her head began to shake from side to side. She was whispering something over and over. He leaned close to catch it.

"Wake me up, wake me up, wake me up.." she chanted. He stood and paced in front of her. He had no idea what to do. He could try to make her remember something else, but she'd still be asleep.

He had an idea, but wasn't sure how realistic it was. He needed to do something she had no memory of. Something that would shock her out of her memories. The song had drawn her to a related memory, so he could have an effect, but he needed to do something that forced her mind to escape the cycle of memories, and reenter reality.

Crouching before her again, he took in her battered skin, half healed, red and raw looking, bloodstained. He had to save her, he had to fix this, suddenly nothing else had ever mattered so much.

He tilted her chin up and the complete desolation on her face floored him. She was wrecked and ruined. How she kept so positive and upbeat when she had these kinds of memories, he couldn't even begin to understand. But seeing them all like this, reliving them, was destroying her.

He captured her eyes and held them, she stared at him, eyes welling with tears. He slid his thumb along her jaw slowly, and up over the hair beside her hair, tucking it behind. The scene behind them flashed, changing... her kitchen, when he was Tyler, his house, it kept moving between the associations she had with that movement. He didn't lose her gaze though, and his eyes bore through her. Taking both sides of her face, he cradled it gently.

"Caroline... I'm going to kiss you." he murmured. And saw her eyes widen, as his face lowered toward hers, so close he could feel her breath across his lips, they were moist and soft. He gently let them linger, prolonging the moment when they would touch fully. He felt her breath catch, and her hands move in their restraints. Still looking her in the eye, he moved the extra inch and let their lips meet fully. Her mouth was soft and pliable, gently yielding to his insistent pressure. He kissed her lightly, tasted her, teased her, until a soft moan started in her throat, he pulled back a fraction, and realised that around them was all dark, they didn't seem to be in a memory, and they hadn't moved to a new one.

Their eyes met again, and with a soft growl he leant forward again and caught her mouth again, full on, and their tongues slid against each other. As the kiss deepened, he felt himself lose all sense of place and time. There was nothing below him, above him, there was only her lips, her soft hair slipping through his fingers, her warm breath and smooth skin. The kiss went on, and his body started to feel like it was on fire.

"Klaus"

He felt a wrenching, and suddenly, the sheets were cool against his skin, the windows showed a rose coloured lightening of the sky. The old house sighed and he found himself lying full length against Caroline, his fingers pressed to her temple, her head supported on his chest.

"Klaus" she said again. She was awake, and was looking right up at him, her eyes wide, tear stained, her gaze locked on his lips, he felt his heart beat faster as he leaned infinitesimally closer.

"Caroline?" his heard the question in his voice, and waited for some sign, any sign... that he could claim her as his.

So... I've taken some magical liberties, but I figure pretty much anything is possible on this show with magic, so hopefully it's not too much of a stretch!

Also, I wanted to move forward with Klaus's changes, and personal developments, without actually hurting Caroline again, the poor lamb's been through so much already, so a trip down memory lane seemed less harsh.

Please please review and make my day!