"Klaus!" Bonnie screamed as Caroline rolled on her side and began to cough violently. He flashed to her and took Caroline carefully in his arms. "I'm alive? How am I alive?" She asked holding on to Klaus.

"We turn you into a werewolf, love." Caroline flinched remembering Tyler's transition and began scared.

"I can't do that." She cried. "I can't turn I couldn't handle it." Klaus nodded and took her hand.

"Well if your Elena friend is as nice as she seems she could give you a drink of her blood and you can be a hybrid and never had to turn." Caroline bit her lip and looked back at Bonnie.

"Do it Caroline, don't die I need my best friend." Caroline nodded and began to cry in Klaus's arms. "Mikael's dead, I'm free." He kissed the top of her head and nodded softly.

"Yes love your free." Caroline turn her head softly and pressed his lips to hers. In a flash Elijah left with Bonnie and Klaus had Caroline pinned against her back. His lips attacked hers roughly making her moaned.

"I thought I lost you." Caroline shook her head and tore off his shirt.

"Never!" Klaus smiled and pulled her shirt over her head and kissed down her soft chest. Caroline moaned as his hands went in between her thighs. Klaus kissed down her stomach and unbutton her pants sliding them down her long legs. Caroline laughed as he kissed up her leg she flipped him over and rid him of his pants massaged his thighs. She crawled back up his body and pressed her warmth against him. Klaus moan flipping them over and pushed in her. "Klaus!" She screamed gripping his shoulder as he pushed himself harder and harder into her. Caroline couldn't hold in her screams as Klaus continued to push into her. Caroline's hips met his movements causing him to scream out her name. Their lips came together and their movements never slowed. "I'm going to…KLAUS!" Caroline screamed as she came. Klaus rode her out before her cum into her. His body collapsed on her with no signs of moving.

Caroline's breath was heavy still coming down from her high and she could still feel her wetness on her inner thighs. Klaus slowly pulled out making her moan from the lost of contact. "I love you."

"I love you too." Caroline replied rolling on her side letting Klaus's hand go around her waist drifting off to sleep.

When Caroline opened her eyes the blanket was pooled at their feet and Klaus's hands were wrapped around her waist. She pushed herself more into him and felt his grip get tighter.

"Wow this is a nice site to walk into." Klaus and Caroline eyes flashed open and saw Damon staring at Caroline's naked body with a smile. "DAMON!" The both screamed trying to get the cover for Caroline.

Klaus put in his boxers and punch Damon in the jaw. "Why are you here?"

"WTo give Caroline this from Elena." Damon groan rubbing his face and pulled a tube of blood. Caroline smiled and jumped up grabbing it in her hand with the cover tightly around her.

"I don't need to turn!" Caroline cheered jumping in Klaus's arms wrapping her legs around his waist and letting the cover fall. "Damon leave!" Klaus yelled flashing to the wall pressing Caroline against him.

"Are you sure love." She nodded and slowly bit into his neck sucking in his blood. She moaned and rocked against him reaching her high from his blood. She pulled away and klaus licked up the blood left over on her chin. "Okay now what?"

"You have to die, but I can't kill you love… I love you too much to do it again."

"Fine." Caroline whispered grabbing a needle full of vervain. She spilled it out onto the floor and filled it with air.

"What are you doing?" Klaus asked as Caroline sat back on the bed ready to die.

"If you can do it then I have too," she held the needle up "it's funny what a little air can do to your blood stream." Caroline looked at him and stabbed it in her neck. "DON'T!" Klaus begged flash to her, but she push down the shot and air went into her.

Caroline feel back to the bed and begun to shake uncontrollable. Klaus held her head in his lap and was forced to watch her die for the second time today.