He couldn't hear anything from the other rooms anymore, but he knew she was out there somewhere. He cursed himself, she had been so close. He shouldn't have pushed her. She was so broken and vulnerable. It made him sick to think of William even being near her. William Montremain. He couldn't believe he hadn't recognise him last night. A pretentious upstart, foolishly turned by Rebekah in 1445, who had always envied his family. He had charmed her into turning him, believing that a place at an original's side was the best he could hope for, little did he know how short Rebekah's attention span was, or how perceptive she could be when it came to false affections. He had believed him to be obsessed with finding a way to kill originals for centuries, then he had just disappeared and everyone had forgotten about him. Now, to show up here, with Caroline, made Klaus's blood simmer. The insolence, the sheer audacity of it, made Klaus practically tremble with rage. And Caroline was afraid of him. He smelt it off her when he was near, the way he lingered, his touches were just a little too familiar, he was doing it on purpose, to upset her, keep her off balance, so he could whisper his poison all the more devastatingly in her ear.

Klaus flexed his hands in the restraints, not exerting any strength, he would conserve that for William.

He heard the special knock sounding at the front door and the bolt being drawn back. His host had returned. There were hushed conversations and hurrying footsteps outside and then the door opened. William walked in arrogantly, puffed up with pride at having captured him and flushed with the adoration of his 'disciples'.

"Niklaus, I see you have awoken from the enchantment. I do apologise at having to take such measures. However, Caroline insisted. She doesn't enjoy your company, and as her chosen protector, I had to act. You understand old man" he said consiprationally. Pulling up a chair he sat cockily down next to Klaus and smiled at him.

"So, how have you been old boy? It's been a lifetime."

"Well, for you perhaps." Klaus replied shortly, regarding William with a bemused expression. Tall and dark, William had retained the disdainful air of royalty, which he had been as a human, perhaps why he never quite adjusted to his position as a vampire. Originals were vampire royalty that could never be displaced.

"So, I heard you finally broke the curse. Congratulations." William said condescendingly.

"Though it seems a shame to achieve something, after centuries of effort, then die immediately afterward." he continued. Klaus let out laugh at the statement, and relaxed his head back on the pillow. It smelled like Caroline.

"Something amuses you?" William asked bitterly.

"Why, you do old man. But then I always did think you better suited to court jester than prince." Klaus said mockingly, the picture of ease.

William hand tightened, but he kept himself under control.

"Come now. I would hate for us to part on bad terms. You have walked this earth for centuries, it would be wrong to be glib about your impending doom."

"Now, that is where you are wrong old friend, it is not my departure that is imminent, but yours. You've been a jealous parasite for long enough. And this latest stunt, well... I'm afraid for that, you will you beg for death by the time I am finished with you." Klaus finished with a chuckle laced with pure malice.

Pushing his chair back angrily William stood up, towering over Klaus, growing more and more infuriated by his inability to wipe the smirk off his face.

"Is that so... I beg to differ Niklaus. And don't forget, I have something that matters to you. I can kill her in heartbeat... or I could take a decade over her death... don't forget that." William sneered, and Klaus fought to keep his facade of indifference up.

William walked to the bottom of the bed and picked up a sharp wooden stake. Returning to Klaus's side, he played with it between his fingers.

"You know, for centuries I have heard of the original vampires who could not be killed by normal means... but I've never tested it for myself." he played with the sharp wooden tip between his fingers. William glanced at the door and one of his disciples picked up a bag that clunked heavily, another moved to close the door.

"I've never been a quick study... so you'll excuse me if takes me a while." he said with a joyless smile, whetting his lips in anticipation. He waited eagerly for Klaus's reaction.

Taking a deep breath, Klaus raised an eyebrow at him and said wryly,

"Well, what are you waiting for mate, we're not getting any younger." Fixing his smile in place, purely to annoy his pathetic adversary, he turned his face into the pillow and breathed in her, she surrounded him, held him... his girl and his smile became genuine.

Another tremor shook Caroline's body as she wrapped her arms around her legs and bit her hand to keep from screaming. She had heard the entire conversation, and that had been hours ago and they still hadn't left the room. There was no way to drown it out. The wet sound of blood gurgling in open wounds. The gentle whicker of knives being sharpened. The stinging sound wolfsbane and vervain made when put on skin. But nothing from Klaus, not even a hitched breath. He was completely silent. Rocking back and forth she felt again as though she might be going mad.

Was any of this real? Had he really searched her out, and had she really turned him over to William?

The man she had just kissed as though her life depended on it. The man who had filled her thoughts constantly, the man who had become more important than anyone else in her life. The man she had run from... because she was a coward. She wondered if it was possible to hate herself more?

She closed her eyes and focused on the emotion switch, easing it off... There... an immediate numbness. It was a powerful effect and it made her truly understand Klaus and Damon, maybe all vampires better. You knew something awful was happening, but it didn't upset you... that's what it felt like. She took a long breath, and felt her body start to relax.. then... the panic and worry leapt back up.

Pushing the switch again, Caroline felt no difference this time. It was as though Klaus's words had dismantled it's strange magic, and she could see the numbness for what it was... a veil... a fine veil drawn across her emotions, a veil that suddenly seemed too thin.

Knowing that he was up there, because of her, hurting, was too much... it was like the switch had been overloaded and fused... she couldn't not care.

Upstairs she heard the door finally open. Footsteps heading down the stairs, and she immediately assumed a sleeping pose. William paused as he passed her, and she felt him reach out to stroke her hair. His heart was beating fast, from enjoyment and he was practically panting. He finally moved on, shutting the door to his room and the house fell silent.

She could smell his blood, the scent was heavy in the air and she could smell his hurt. He was indestructible, but that didn't mean he didn't hurt. The smell.. it wove it's way around her... it brought memories surging back. When she'd been battered and bloody, or feverish and dying, Klaus's blood, his soft words and safe arms holding her had saved her.

As quietly as she could she crept off the sofa and started up the stairs. Stopping every now and again she listened for any changes in breathing, but the house remained silent and still. Taking care not to let the stair creak she finally made it to the top, and inched along the corridor. His blood was like a siren call and she could have followed it with her eyes closed. Finally reaching the door, she quietly turned the knob, slowly to stop it from squeaking. As soon as she opened the door, the smell hit her. It was a wave of blood. That miraculous, centuries old cure lay thick in the air, as she eased in she could feel it sticking to the soles of her bare feet.

Suddenly a flashback hit her so hard, she almost fell to her knees...

The room was painted in blood. The walls dripped, the floor swam, dozens of empty blood bags lying discarded. She wrinkled her noise in disgust as the stench of old blood overwhelmed her. Covering her mouth she made toward a window to open it. Her attention was caught by the one non red object in the room, propped on the fridge, held by a magnet, another picture, this time her face was barely visible under the blood... all her family with their faces obscured by blood.

Swaying, she kept her feet and clung onto the bottom of the bed. Breathing deeply, trying to clear her head, she found her vampire eyes quickly adjusting to the dark. The sheets were no longer white, but saturated by blood. She crept closer to the edge and then had to swallow a loud sob as she took in Klaus's condition. He too was covered in blood, his t-shirt torn and burned in most places, his face a bloody mask. She started to cry silently, her mouth gaping, her eyes unable to move from him.

"Caroline" his voice came out as a croak, and she was instantly by his side. Scared to touch him she settled on his head and she started to stroke his hair, still struggling to keep her sobs as quiet as she could.

"Caroline?" the rough voice came again, holding an question, leaning as close as possible to his ear she whispered in a voice broken with tears

"It's me... I'm here... I don't know what to do"

"Don't cry love... I'm practically invincible, you know that."

"But look what they've done to you. You don't know how bad it looks" she whispered, looking over his body again, pressing her hands over her mouth.

"Well, it didn't feel great, I'm not going to lie" his voice held a joking tone, and she wondered what he could possibly be finding to smile about.

"What should I do? Why aren't you healing"

"It's the spell, and lack of food. I need blood" he said softly and she could see one of his eyes glittering at her in the darkness.

"We don't keep any blood bags here" she whispered frantically, trying to think of where she could get blood quickly.

"Unless... drink from me" she said suddenly, rolling the sleeve of her jumper up to expose the soft white skin inside her wrist.

"No" Klaus turned his head away violently.

"Why?" she cried

"Because my bite is also a werewolf bite." he said

"I don't care. This is all my fault... please, let me help you." she pleaded, sitting on the edge of the bed. He winced as her weight shifted the mattress and caused his cuts to seep out more blood.

"I'm not going to bite you Caroline." he muttered, trying to see her face in the darkness, but his senses were too impaired by the spell.

"Yes, you are" she said firmly, then continued "Unless... you want to leave me here on my own."

"I'm not going to die." he said wryly

"Maybe not, but you're hardly in the condition to get us out of here, are you?" his face swung up to hers and before he could speak, she pushed her wrist into his mouth. At first he refused to bite it, shaking his head around, trying to speak, but she didn't give him a chance. Finally she felt his teeth sink into her skin and she gasped. It wasn't too sore to begin with, but soon grew worse, as the werewolf venom started to spread up her arm. Suddenly she found his wrist at her mouth, and she moved closer to him on the bed, pulled his head, still suckling her wrist, onto her knee, then accepted his wrist, sinking teeth in and gently taking blood. Almost immediately she could feel it counteract the venom. In silence they drew life from each other, and as she saw his wounds start to heal, she realise how intimate the act seemed. His face had healed and he tilted his face up to hers, their eyes meeting. Her eyes got lost in his, his body in her arms, his blood in her mouth. She broke off suddenly, and he followed suit. Almost panting, she fought the urge to go after more of the sweet nectar that was Klaus's blood and squirmed off the bed to check his wounds. After a quick survey, she could see that he was healing up all over, finally she reached his face, and she felt tears threaten. He might be healed, but he was still covered in blood, because of her.

"Sweetheart, stop..." he murmured as she tried to wipe some of the dried blood off his face.

"Are you O.K?" she asked, her eyes roaming his face. It creased into that familiar smile.

"I'm great... you're here."

"Klaus, be serious."

"I am. This is the best night I've had in 6 months." he said with a laugh and she pushed herself away with a huff. Going to the end of the bed she started to fumble with the ties. Klaus looked up sharply,

"Caroline what are you doing?" he asked quickly as her fingers dug into the bindings.

"What does it look like genius?" she hissed as she put all her effort into wriggling her finger into the complex knot.

"Don't. You need to get out of here." he whispered urgently.

"I can't leave you again!" she whispered back.

"Just go, get back downstairs. Don't worry about anything."

"What? What do you mean don't worry about anything?" she asked hysterically as she took in their situation.

Suddenly a voice came from the door and she looked up in dread.

"What he means is don't get caught trying to let him go... don't get caught betraying me, isn't it Niklaus?" William's voice was oddly excited as he snapped on the light, and advanced into the room, several other vampires following him in.

Klaus clenched his fists tightly and sat up as much as he could.

"So, tell me... is she really worth it?" William circled around behind Caroline as he addressed Klaus. Klaus strained forward and watched intently.

"Don't touch her William. I'm warning you." Klaus voice came out as a rough growl. William rocked back on his heels, clearly delighted.

"Well! It seems we finally hit a sore spot."

Caroline froze as William put his arm around her. Klaus had gone deadly still. William swept Caroline's hair off her shoulder and whispered in her ear.

"Now, tell me. What were you trying to do in here? You handed him over to me... You should be enjoying this." he said and Caroline flinched, keeping silent. William stroked the side of her face, and sighed.

"What a shame. Such potential wasted. We could have made quite a team Caroline. Niklaus has many faults, but his taste in women isn't one of them." Caroline suddenly murmured something softly, her eyes fixed on Klaus's, William cocked his head and brought it closer to her her mouth,

"What was that my dear?"

"I said... Don't touch me!" she said dangerously and without warning her face changed and as she sank her teeth into his ear, and ripped. With a howl of rage, William backhanded her and she went flying across the room.

"Caroline!" Klaus roared.

"She's here" a vampire interrupted from the doorway. William, snatched up a cloth from the bed and pressed it against his head, struggling to control his anger. Caroline rolled over on the floor, slowly sitting up.

"Well, that was... foolish." William said bitterly. "Get her up. I want her to see what she has helped do to her boyfriend." His helpers grabbed Caroline and brought her to her knees in front of the bed. Klaus, watched Caroline's face with concern, willing her to hold on a little longer. Their eyes met, and Caroline felt her fear recede. Whatever happened... she wasn't alone. Klaus looked strangely relaxed propped on the bed, even though shackled, he looked far from helpless. His eyes reassured her, and she could almost have sworn he winked at her.

"Lucy" William said turning to the door and smiling, dropping the bloody towel, he walked over to the tall striking woman who had appeared in the doorway.

"William" she acknowledged, giving him her hand to kiss.

"I am so happy you're here. Our guest has almost outstayed his welcome. I trust you are ready to do the spell? I must say the present one has been more than I ever expected. To incapacitate an original... you are indeed strong." William simpered as Lucy walked past him into the room, regarding Klaus with a closed expression.

"Well, I wish I could take all the credit, but, I actually had a little help, which I will need again, to help with the desiccation spell."

Caroline watched Lucy walk past her, a small flare of recognition flaring in her stomach and turned her eyes frantically to Klaus's. The panic was spreading in her chest, this witch was here to desiccate him. Their eyes held, and she felt everything she wanted to say to him, than she had held inside for months shine in them. Lucy walked to Klaus's side.

"Klaus.. I -" Caroline broke out, struggling against the men who held her.

"Caroline sweetheart, it's OK."

"No! It's not... I – I love you" she said in a rush, as Lucy reached him. Klaus's eyes shone and his mouth curved in a blinding smile.

"How romantic" William laughed from behind her. "Lucy dear, can we get on with this spell?" his voice held a hint of impatience.

"Of course, William this is my companion, she can help me with the spell" Lucy said calmly as she gestured toward the doorway. The words sank through Caroline slowly, as she heard footsteps approach her from behind. Klaus's smile had turned positively wicked... he was enjoying this, Caroline realised. Confused Caroline saw the other witch come into sight, taking hold of Lucy's hand.

"Bonnie!" Caroline gasped as the two women touched hands and every light in the room flared extra brightly, some bursting, leaving electricity sparking, whilst all the candles roared up simultaneously, as Bonnie reach forward and touched Klaus. William stepped back, shielding his eyes. Then everything started happening at once. Klaus sat up on the bed, starting to rip at the magical ties. From the hallway Caroline heard the sound of fighting. Bonnie turned toward her, raising her hands to the two vampires holding her, who immediately fell away, doubling over, holding their heads. Disorientated Caroline spun around watched as William's disciples poured into the room, drawn by the fighting sounds. William roared from behind her,

"Kill them all!"

Caroline watched as two vampires reached Bonnie and she and Lucy began using magic to protect themselves. As she stepped forward to help she felt a hand snake around her ankles and pull her down. One of the vampires had recovered from his magic headache and was know trying to hold her down, she fought hard, twisting under him, trying to shift his balance, but he was fast. Suddenly , a stake appeared through this heart, and he fell forward on her, revealing his killer.

"Damon!" she cried.

"Come on Blondie, let's keep the heartfelt reunion for later." he smirked, and then disappeared under another vampire's tackle. Sitting up she turned to the bed, trying to see where Klaus had gone, but fighting bodies blocked her path. She felt a hand close in on her shoulder and she spun around, ready to attack.

"Caroline!" Elena exclaimed, grabbing her shoulders, though before she could speak, two more of William's disciples attacked them both, knocking them back to the floor. As she tensed to fight, she saw the two vampires stumble, as twin holes appeared in their chests, falling forward, showing Elijah, his hands covered in blood, as he casually dropped their hearts to the floor.

"Caroline" he said as way of greeting, inclining his head, not losing his composure for even a moment.

Suddenly Bonnie's scream rent the air and Elijah disappeared toward it. As she started to stand, Caroline felt hands like vices wrap around her arms and suddenly she was moving out of the room, down the hall at a blurred super speed. The hallway was full of William's disciples, and she saw Stefan staking one of them, with Kol at his back as she moved past them at speed. Moving too fast to help, she found herself suddenly down the stairs in the basement, thrown headlong into an empty room. Jumping up she whirled around, her heart sinking as she saw William standing behind her, his face incandescent with rage, sprayed with blood.

"You did this. This is all because of you" he spat out as he advanced on her.

"Everything I've built... gone because of you." she used her speed to stay out of his reach, but realised she was definitely not a match for him.

Backed into a corner, she felt that fear and panic that she hadn't felt in so long, not since that night with the wolf in the cell. The feeling she had shied away from so long, afraid to bring back all the memories. The feeling of powerless she had been running away from, all the awful things she'd experienced swirling in her, brewing, like a storm. But the strange thing was – it didn't wreck her – it made her feel strong.

Slowly straightening, she squared her shoulders, and stopped backing up.

"I'm not afraid of you. Try and kill me if you want. But I will not be afraid of you." she stated, and found her voice didn't tremble at all. He stopped advancing, cocked his head, looking at her,

"Interesting. Who'd have thought you had it in you? So meek, so afraid... that's the real you, isn't it Caroline? The victim, the tart with a heart... don't try and pretend otherwise." he said with a smirk. Gritting her teeth, she stared him down,

"Who's pretending?" and went for him. Her surprise attack allowed her to get in a good couple of punches before he recovered and grabbed her by the throat, and slammed her up against the wall. Writhing, she brought her fingers to his ear that she'd bitten before and burrowed into the side of his head as much as she could before he howled in pain and slammed her head against the wall. The blow blinded her for a second, everything going black. Shaking her head, she tried to bring her eyes back into focus, finding William's face only inches from hers, he was smiling manically.

"You little bitch. Do you think you can hurt me? If I can't kill Niklaus, I can take you from him at least, maybe that's worse... I think I'm finally starting to understand what he sees in you" he leaned forward and to her disgust, slowly licked the side of her face.

"Hmmm, delicious." Caroline kicked and struggled with all her might, his hand still a vice against her throat.

"Why, William dear, should I be jealous?" William froze in place, and Caroline felt his heart almost stop.

Slowly turning, Caroline eyes finally cleared to see Rebekah leaning casually against the door frame.

"Hello lover" she purred as she straightened up and came into the room, William's grip loosened and Caroline pushed herself away from him. William hardly noticed, his attention fully on the beautiful blond who had walked into the room, looking like she's stepped out a fashion magazine, not a hair out of place, apart from the evil glint in her eye. William seemed to snap to his senses just then, and started to move defensively away from Rebekah as she advanced on him.

"Rebekah, darling..." he put his hands up in a gesture of truce and Rebekah looked at him in amusement, closing in on him. William radiated fear as his back came up against the wall.

"My love, let's not fight." he pleaded. Rebekah swooped, as agile as a ballerina, coming up with two pokers that had been lying near the fire. Holding one in each hand she began to twirl them nimbly. William started forward with a snarl, ducking in between the pokers to try and reach her. Rebekah spun and twirled out of reach, delivering a hard smack to his face in the process. As he turned around, trying to anticipate her attack, she took him between the ribs with one of the pokers and drove him back into the wall, embedding the poke in him up to the handle. William cried out in pain, as Rebekah came up to his face,

"Shhhh" she soothed as she stroked his cheek.

"Now, tell me how much you've missed me" she whispered. William's face twisted in pain, took on a pleading look.

"I have missed you... so much. I've never been able to replace you" he whispered desperately. Rebekah smiled as she listened, seemed to consider, then tossing the other poker up in the air she caught it quickly and plunged it through his shoulder, so he was completely pinned to the wall, his scream sounded through the house.

"I don't believe you" she whispered, smiling sweetly.

Stepping back, she surveyed her handiwork, then turned to Caroline, whose rush of adrenaline was beginning to fade, as she swayed against the wall. The fighting, seeing everyone again... it was a overwhelming. Rebekah smiled at her, and Caroline wondered how she could go from so psychopathic to so genuine in a couple of seconds.

"Caroline" she said warmly. Coming over to her, she helped her stand.

"Let's see if we are needed anywhere else" Rebekah said almost eagerly as she headed toward the door. Turning Caroline looked at William, whose head was hanging, blood staining the entire wall behind him.

"What about him?" she asked

"He's Nik's" Rebekah said with a smile as William's head jerked up, the last of the blood draining out of his face.

The hallway was littered with dead bodies, however there were still some fighting going on. Rebekah squeezed Caroline's hand and dove into the fray. Caroline watched immobilized by the situation. Her heart tightening as she saw Damon go down under two big guys. In a flash Stefan was there, pulling them off. She saw someone attack Kol from behind, a stake raised as he fought hard with someone in front of him, then his attacker suddenly went up in flames. Bonnie advanced on them, and Caroline watched in disbelief as Kol staked the first one, then pulled Bonnie close to him, pressing a quick kiss into her forehead.

Suddenly, feeling the air change beside her, she ducked and a vampire flew over her head, missing her. Whirling he turned and attacked from the front. Caroline fought back.

Pain suddenly blossomed through her abdomen and she glanced down to see a stake sticking into her. Lifted off her feet, she rolled toward the floor again, the pain of the wooden stake throwing her. The vampire on top of her pulled the stake roughly out of her, making her cry out loudly. Then he shifted his aim and started trying to drive it into her heart. She blocked him and they lay, him pressing down with all his weight on the stake, and her trying to keep it from going into her.

Suddenly she became aware of a commotion coming from the end of the hall, turning her head she saw him, his burnished head moving down the hall toward her. As he walked, he dispatched vampires foolish enough to touch him effortlessly, leaving a wake of destruction. His eyes found her and lowering his head he came toward her. With her attention diverted for a second, the stake slipped a little closer to her, piercing her skin. She gasped, then before she knew it, the pressure was gone, and Klaus was pulling her to her feet. As she came up, the air was knocked out of her lungs as he pulled her straight into his arms and held her tightly, breathing in her hair. Pulling back his eyes ran over her quickly, as he inspected her for damage.

"Where is he?" he asked, running his thumb over his cheek.

"Downstairs" she said, and turned with him as he descended into the basement. The lights had all gone off down there and it was silent. Klaus looked at her questioningly and she pointed toward the room.

He stepped through the doorway and she followed, gasping as she saw the blood stain on the wall, but no William. Suddenly, Klaus staggered as a wooden arrow flew into his heart from a crossbow, and William appeared behind Caroline. Reaching forward, Klaus grabbed Caroline and threw her behind him, as quick as a flash.

"Sorry sweetheart, this is between him and I." Slowly he reached for the arrow embedded in his chest and pulled it out, then played with it between his fingers.

"William, William... you've been a naughty boy." he said with a smirk, his eyes started to glow golden. William put his head down and attacked him. Klaus effortlessly fought him off, sticking the arrow into one of his eyes.

Screaming in pain, William sank to his knees, his hands going to his eye and wrenching the arrow out.

"That's for daring to look at her" Klaus shouted at his bent body. He then aimed a kick at his head, causing William to fall back on the ground. Lying prone, he whimpered in fear and Caroline covered her eyes, she couldn't stomach the violence.

Hearing a crunching sound, she scrunched her eyes up.

"That's for daring to touch her" the smell of blood overwhelmed her, and she sank to her knees. The blood transporting her back 6 months.

"That's for Rebekah." another squelching sound, and Caroline felt the bile rise in her throat. Struggling to speak, she finally choked out.

"Klaus -" and she felt him move to her side.

"He's had enough... please." she whispered, her eyes still closed, head down. She felt him crouching beside her, thinking it over, debating with himself. Obviously he wanted to torture him some more. Then he moved away, she opened her eyes a tiny bit and watched him walking over to William. He picked up the wooden arrow and played with it.

"You're getting less than you deserve. She's giving you mercy, though you absolutely do not deserve it. But then neither do I...it's her choice. Goodbye mate." and he plunged the arrow into William's heart.