Notes: So this chapter was not in my original plan but a lot of people wanted it and I think it came out okay. And on the plus side the chapter after this is 90% done! Random fic headcanon: Lexi spent two years travelling between high school and college so she's a little older and prone to mom-ing. Outfits on Polyvore (lalainajanes) and oh my god I'm having so much fun with Polyvore, you guys. At my night class on Wednesday I basically spent two hours screwing around on my iPad putting together dark!Caroline outfits for Gold instead of, you know, paying attention to my prof. Thanks for the reviews on the last chapter! I'm constantly surprised by how much people dig my fluffy nonsense.

Growing Up Beside You

Flashback: Caroline: Age 21, Klaus: Age 28 (December)

Klaus shook his out his hands, still dripping water, as he moved through the dingy hall that led from the bar's restrooms. There had been an elderly man monopolizing the single hand dryer installed in the men's room, and the paper towels hadn't been refilled recently.

Not that he blamed the staff. It was quite busy tonight. There were six days until Christmas and people were getting into the spirit of the season with liquor, it seemed. Klaus had been practicing his blackest scowls all night, to fend off various men who got up the nerve to approach the booth he was sharing with Rebekah, Caroline, their high school friend Stefan and Stefan's best friend Lexi.

The three blondes had created a stir, walking into the bar. They'd been talking and laughing, laden with shopping bags (Lexi had a few, Caroline had many and Rebekah, having long ago decided on a 'one for you, two for me' philosophy of gift giving had a mountain). Oblivious to the attention they'd chattered on. Rebekah had been complaining that her feet were killing her, and Caroline retorted that she didn't want to hear it because no one had made Rebekah wear stilettos to a shopping marathon, and that yes, she was saying 'I told you so.'

Klaus, no stranger to being on the pull himself, had recognized the speculative looks on the faces of several men in his vicinity and prepared himself accordingly. Though his apartment was frequently invaded by Rebekah (and Kol too, though he'd gone to school on the west coast) and her various friends for a weekend this was the first time Caroline was 21 during a visit and so she and Rebekah were taking advantage of their expanded options for entertainment.

Just last night they'd headed out to a trendy club decked in little slinky dresses and it was only Rebekah's screaming fit (she'd thrown a shoe at him and he'd only just managed to dodge it) that had prevented Klaus from following them. He'd waited up though, only able to fall asleep once he'd heard them come bumbling and giggling into the apartment. They'd attempted to make sandwiches if the half eaten ham and cheese Klaus found in the bathroom this morning was anything to go by. He'd checked on them before leaving for work (snapped a picture of them asleep, racoon eyed and drooling, that he was going to threaten to post on Facebook the next time Rebekah was being a pest).

Stefan's generally broody demeanor was helpful enough in warding off unwanted company (though the younger man seemed more bemused at the situation) but several of the males in the crowded bar had assumed that 3 attractive blondes accompanied by only 2 men meant they had a shot at going home with the third.

The girls weren't interested in the least, more engrossed in the conversation at the table, and each had turned down offers of free drinks (several times), but that didn't seem much of a deterrent to the more persistent blokes.

Caroline had expressed some disbelief at the attention, given she'd dressed down for serious shopping, and still wore a knit hat complete with pom-pom, despite facing mockery for it ('Trust me, Stefan, you do not want to see what's happening under this hat'). Klaus had kept quiet at her naivety. A man didn't care about frizzy curls when there were long legs in tight jeans and a distracting flash of black bra under an off the shoulder tee shirt. Not that Klaus found her distracting. He'd simply noted the creamy skin she'd been flashing since she'd gotten warm and removed her thick sweater two hours ago.

Was it a crime to be observant? He thought not.

The other women had bluntly set her straight, "You're hot, Caroline. Deal with it," said Lexi. "And men are degenerate pigs," a recently single (again) Rebekah had added.

Caroline had rolled her eyes and made a joke about men's poor eyesight before changing the subject. All night she'd been doing most of the running to get refills for the table, since she was seated at the opening of the booth and able to get quicker service than Stefan, who was seated at the other. Every time she ran a gauntlet lascivious gazes and bad lines. Klaus had made a point to keep an eye on her each time she made the trip but he'd needed to use the bathroom. Which was why he was feeling uneasy, annoyed at the slow moving man at the hand dryer, cursing the five beers he'd drunk, and had damp hands.

Caroline and Rebekah were both imbibing somewhat more than he approved of. And while sober Caroline was more than willing to tell a pushy wannabe paramour to fuck off (and he'd seen her knee a man who'd gotten handsy with Rebekah in the balls once) he was worried that something would happen while she was inebriated and he was otherwise occupied.

Like he'd conjured her with his thoughts, Caroline rounded the corner, hand dragging along the wall, to counteract the slight unsteadiness of her gait. She watched her feet initially but then glanced up as if sensing his presence. Caroline stopped moving for a second then she began to stride towards him with purpose, "Caro…"

But the last syllable of her name got lost when she crashed into him.

Caroline shoved her body into his, moving them into a corner where they wouldn't be in the way, and pushing him into the wall. She brushed her parted lips over his, holding his gaze, and ran her hands down his chest.

Klaus sucked in a shocked breath and froze, unsure what was happening. He'd been casually flirting with Caroline for a year or two now, just because he liked the look of her, pink cheeked and bright-eyed, but this was a brand new and unexpected development.

He felt her teeth bite at his lower lip and Caroline licked into his mouth eagerly when his lips parted in reaction. Her tongue was direct, and teasing his before he had time to process. He tore his mouth away with a groan after a few moments, turning his head to the side when she sought to reconnect them.

She was undeterred, and moved her mouth down, gliding her lips over his stubble to his throat. Laying brief kisses until she found the perfect spot to suck, that made his hips buck into hers once she used her teeth.

Klaus tried to back away, but he was still trapped against the wall, hands spread uselessly at his side. Caroline slipped a hand under his shirt, gliding up over his skin, rucking up his shirt, and fingering the leather cords he wore around his neck. She tugged them to pull him back to her lips but he resisted. So she touched him some more, finding his nipple and scratching a nail over it experimentally. He jolted and found his voice, "Caroline, what are you…"

"Mistletoe," she explained, gesturing upwards with a tilt of her head.

Klaus chuckled, after following her gaze. He hadn't noticed the gaudy plastic decorations taped to the roof, "A kiss is the tradition, love."

Caroline smirked at him, "I like to go above and beyond," she boasted, like he didn't already know that. She grabbed the back of his head and sought his mouth again.

Klaus groaned, and decided to go with it, at least for a moment. He'd been attracted to her for years, if he was honest. At first, interested in her body (for far longer than was appropriate) and more recently, once he'd started to get to know her as a person, away from Mystic Falls, intrigued by her sharp tongue, stubbornness and fierce loyalty.

He put his hands on her, finally, one hand going under her shirt to the span her back and pull her against him and the other into her hair to tip her head back to assist him in taking over the kiss. The feel of her skin and her hair was a thousand times better in reality than in fantasy. She moaned, and allowed him free reign, running a hand through his hair. He slowed the kiss down and explored her thoroughly, until they were both breathless. He didn't know how long they stood there before he realized that he tasted tequila and lime, as much as he tasted her. Klaus moved his hands to her upper arms, and steeled himself to stop.

He pulled back, rested his forehead against hers, "We can't do this."

She pouted, and his eyes focused on her swollen lips, "But I want to. I have for years. And I think you want to, too."

Klaus cleared his throat and pushed her away slightly, "You're drunk, Caroline."

"So?" she said, not denying it, "Like you've never hooked up less than sober."

"I won't allow it with you."

Caroline's eyes narrowed and he really should have worded that better, "Allow? You won't allow me? You're not my dad, or my brother, Klaus."

"Obviously, love." Klaus motioned downwards, to where they were still standing much too close to be familial.

"Then what's your issue?" Quicker than he thought possible (and maybe he was a little drunk too) her slim hand managed to undo the button of his jeans and grasped the zipper.

Klaus grabbed her hands and reversed their positions, "My issues are numerous. You've had too much to drink. I'm sure several people have walked by and we're in a public place while you're trying to undress me. This isn't like you. I'm definitely not your brother, Caroline, but I've know you for too long to do this with you. You're my baby sister's best friend, for God's sake."

She pulled out of his grasp and away, rather harshly, "So I'm a slutty lush, who's too inexperienced for the sophisticated Mr. Klaus Mikaelson, got it. Good to know. You maybe should have realized that when you first put your tongue in my mouth."

Klaus ran a frustrated hand through his hair, "I didn't say any of that Caroline!"

"Oh save it, Klaus," she spit at him, and whirled away.

"You're being irrational," Klaus called after her, before wincing. That was always the wrong thing to say to a woman.

She leveled him with a vicious glare before storming into the ladies room.

Klaus adjusted himself, hoping that the erection he'd gained while crushed between Caroline's soft, tempting body and the grungy wall wasn't noticeable. He leaned back, determined to wait her out and explain himself better.

He waited. And waited. Just as he was beginning to get concerned Lexi came striding up to the restroom, looking surprised to see him. "Is Caroline okay?" she asked.

Klaus blinked, "Yes?" he replied, more questioning than stating.

"She texted Rebekah to say she wasn't feeling well but your sister's wasted too. Stefan's making her drink some water. Can you get a cab? I don't think we can get them both to your place plus all the bags."

Klaus opened his mouth to reply but Lexi, as he'd come to realize, was every bit as bossy and managing as his sister and Caroline were. She didn't give him the chance to. Leaving Klaus no choice but to head outside and do as she asked.

He'd be lying if he denied the girl was efficient, though. She had Caroline out of the bathroom and tucked into the booth with her own glass of water by the time he'd hailed a cab. He and Lexi packed away all Caroline and Rebekah's purchases into it, leaving the blondes under Stefan's watchful eye while they worked. Klaus eyed Caroline when he went to gather the first load of parcels. She was slumped in her seat and her eyes flitted from his gaze when he looked directly at her. He was sure she exaggerating her intoxication.

Lexi once took charge of the inebriated duo, helping them with coats and scarves like a sarcastic mother hen. She herded Rebekah (who'd had to be coaxed into putting her shoes back on. She was unconcerned about the fact that it was December but had caved when Stefan had pointed out how filthy the New York City sidewalks were) and Caroline (absolutely faking it, he decided, as she weaved through the bar's patrons without any assistance) outside and into the waiting cab. Caroline leaned against the far window and Rebekah, in the middle seat, nuzzled her head into Caroline's shoulder.

"Are you sure you can get them into your building, Klaus?" Lexi fretted, "We can follow you to help, you know."

"Thank you, but I'll be fine. I have a doorman who will help unload."

"If you're sure," Lexi conceded. She leaned in to the open door of the car, "You two drink lots of water and take some aspirin before bed. Text me tomorrow and I'll take you to the best hangover breakfast place in the world."

Rebekah mumbled something unintelligible. Caroline thanked Lexi sweetly.

Klaus bid Stefan and Lexi goodnight and climbed in, giving the driver his address. It was silent inside, save for the soft music coming from the radio, once they pulled away into traffic. Rebekah promptly passed out, her habit in moving vehicles since childhood.

"You took what I said the wrong way, Caroline."

He heard a snort from her, but she did not reply, or even glance his way.

"I'd never call you a slutty lush," he cajoled her.

No response.

Klaus sighed. He'd try again tomorrow.