Notes: This chapter picks up right after chapter 3. Thanks to all those who've left comments! They're highly motivating and always make my day. You can check out the outfit collections for my fics on Polyvore (lalainajanes) or come say hi on tumblr (where I'm also lalainajanes). My askbox is open, throw me a prompt, if you're so inclined. I've got a lot of free time on my hands lately, hence the quick update.

Growing Up Beside You

Part Four – Caroline: Age 21, Klaus: Age 28 (February)

They'd talked for hours. As much as Klaus longed to hurry, to have her spread out on his sheets, he was savoring the conversation. It was rare that he got to speak to her like this, to move beyond the surface pleasantries, without Rebekah or Kol butting in.

Caroline spoke of job search, her grad school considerations, her attempts at relinquishing control over her various committees (that she'd been chairing since sophomore year), and the trip to Europe she and Rebekah were planning this summer. Klaus told her stories about the city, about the artists he had to put up with at his job at the gallery, and about how he met Marcel.

"You know, I think Rebekah liked him, Klaus. You could ease up on the big brother shtick, occasionally."

"Oh? Do you really think Rebekah's going to take you and I so well?"

He had her there. Rebekah could be possessive, to a scary degree, of her favorite people. There'd been an incident, when Kol was a senior, at a party. During the course of a game of Seven Minutes in Heaven, Kol and Caroline had been paired up. Both had sworn to Rebekah that nothing had happened when they were alone, but she had claimed to be traumatized, and had refused to speak to Kol for two weeks.

Why she'd taken it so badly, Klaus couldn't fathom. Despite being a self-proclaimed connoisseur of the female form Kol had never shown one iota of interest in Caroline, and thought of her in a strictly non-sexual way.

"But there's a loophole," Caroline explained. "Rebekah made me solemnly swear that I wouldn't date one of her brothers. And I'm not planning on dating you."

Klaus found he felt stung, but he played it off with a quick laugh, "Ouch, love. I think I'm offended."

Caroline took Klaus' hand and laced their fingers together, "I couldn't even if I wanted to, Klaus. You have a life here. And yeah, I'd love to live in the city someday but I'm not even sure where I'll be next fall. Long distance doesn't work."

That, Klaus knew, was a reference to the high school boyfriend who'd cheated on Caroline within a month of them going off to separate colleges. Rebekah had been spitting mad about it and so Klaus had heard the details and how devastated Caroline had been.

And he might have been present when Kol, after finding Tyler plastered to a vacuous brunette in the middle of the Mystic Grill over Thanksgiving break, punched Tyler Lockwood in the face.

Klaus knew she had a point. For now. "So I'll just be the one night stand you brag to all your girlfriends about?" he joked, lightening the mood.

"That remains to be seen, doesn't it?"

"Is that a hint, Caroline?"

"Is that a move, Klaus?"

Instead of replying he stood up, and pushed their glasses away. He used their joined hands to pull Caroline to her feet, and then her grasped one hip. He slid his other hand up her arm and around the back of her neck. He bent low enough to press his face into her neck and nudged her head to the side. Klaus planted a kiss on her collarbone and another halfway up her throat. Just below the line of her jaw he allowed his tongue to peek out, and stole his first taste of her skin.

She drifted closer, melted into him, and sighed his name.

He pulled back enough to see her face, "Would you come home with me, Caroline? Please?"

"My hotel is closer."

His head was shaking before she'd even finished the sentence. "No. I want you in my bed."

"Okay," Caroline tilted her head up to press her mouth to his. He brushed her lips with his once, twice. Nearly lost it when her tongue flicked his upper lip just before he pulled away. There were things they didn't need an audience for and he was going to make sure that she remembered the first time he kissed her, like he remembered how greedy she'd been for him under that mistletoe.

"Let's go then."

He helped her into her coat. First running his finger down her spine where the cut-outs of her dress left it bare when she turned, delighted with her shudder in response. Caroline pulled a hat and a scarf out of her bag, and Klaus paused, "Is that the scarf I sent Bekah for her birthday last week?" he asked, recognizing the print.

Caroline froze guiltily for a second before she resumed putting it on, "Uh, maybe?"

"So she hated it." Klaus inferred.

Caroline shrugged not bothering to deny it, "Bekah gives you an illustrated list for a reason, Klaus. She's crazy picky. Seriously, I've spent more time shopping with her than any other person on the planet and I can't even pick the right thing sometimes."

"It's not my fault they were out of the one she wanted," Klaus defended, "That one's basically the same."

"It's pink."

Klaus looked at her incredulously, "I know that, love. I went to art school, I'm fantastic at colors."

"Not fantastic enough," she countered.

"Rebekah wears pink."

"Not this pink."

Klaus thought about it, decided that Caroline wasn't wrong, "Why didn't she just say something?"

"Cause she has a marshmallowy center under all that bitch and she was touched that you tried?"

Klaus laughed at the description, "That's true. Well at least you're getting some use out of it."

"Yup! My neck has been cozy all week. But then I don't discriminate against pinks."

"I'll file that away."

She pointed an accusatory finger at him, "Do not buy me anything outside of generally accepted gift giving occasions, Mikaelson. Your sister's bad enough."

"Cross my heart," he promised. Caroline was used to their wealth, and it didn't faze her much anymore, though she got touchy when they tried to spend what she deemed too much on her. She probably wouldn't be willing to wear the scarf, had she known how much he'd spent on it, though if he recalled it had only been a fraction of the price of the earrings (from the annotated list of acceptable presents) that made up the rest of Rebekah's 22nd birthday present. It was something of a family trait though, showing affection with money.

Just ask the various Mikaelson relatives who sent hefty cheques for birthdays and graduations but who he and his siblings would be hard pressed to pick out from a crowd.

Once Caroline was bundled for outside he threw some cash on the bar and put on his own coat before escorting her out of the bar with a hand on her lower back. Hailing a cab was easy. Once inside, Klaus couldn't help but touch her, and his hand landed on her knee. His fingers moved restlessly, wishing he could feel the texture of her skin and not her tights. He drew little pictures, traced the letters of his name. Caroline leaned back, rolled her head along the seat to look at him and widened her thighs in invitation. Klaus bit back a groan, and had to look away.

He heard her giggle quietly, and found he had to smile too. Klaus turned towards her, as much as he was able. He glanced at the cab driver, who was paying them no mind. Klaus leaned over onto her side of the car and rested his chin on her shoulder. He allowed his fingers to walk up her inner thigh, tilted his chin down to watch his hand disappear under her skirt. He felt her back bow, heard the harsh breath she drew in. He allowed the tip of his middle finger to graze her center, then took another, harder, swipe, bottom to top, causing her hips to jerk, and he was certain she was wet already.

"I'm not going to make you come on my fingers in the back of a cab, Caroline. Maybe someday. But not the first time."

She had turned her head towards him and he felt her shaky exhale ruffle his hair. He touched her face, felt the burning cheeks he couldn't see in the dark. She squirmed, trying to get him to touch her again grumbling, "I hate you right now, just a little bit."

Klaus sat up and looked out the window, "We're about three blocks away. You won't hate me for long."

"Promises, promises," but she was smiling as she said it, and she drew his hand out from under her skirt and squeezed her thighs together while he watched. She narrowed her eyes at the look on his face, "Shut up."

"I did not say a word," he protested.

"Your smug face says plenty, you jerk."

The cab rolled to a stop in front of Klaus' building. He got out first, paid, and then reached a hand in for Caroline. He looped an arm around her waist and hugged her to him, "You're sure?"

Caroline placed her hands on his face, "I'm sure. And I'm also freezing."

Klaus picked her up and swung her towards the door, causing her to let out a high pitched squeal, "Well we can't have that. Inside."

He held her hand through the lobby, and in the elevator up 9 stories. Just held her hand, passed his thumb across her knuckles from time to time, enjoyed watching her fidget in anticipation.

She pulled away once they got to his floor and began to unbutton her coat, "Stripping already, sweetheart?" Klaus couldn't resist taunting her, "I thought you were cold?"

The look she gave him was withering, "You know, Klaus, I'm hearing an awful lot of talk coming from you and no action to back it up."

He unlocked his door and gestured for her to enter, "So?"

"So, I believe the expression I'm looking for is overcompensating."

Klaus laughed, pulled her coat the rest of the way off, and threw it over the table beside the door, "Care to make a wager?"

Caroline balanced on one leg to get to the zip on her shoe, "Terms?"

"When I win…"

"Arrogant," Caroline sang out, switching legs.

"Shush. When I win, you'll go on a date with me."

"Klaus…" Caroline stood up straight, looking pained.

"Just hear me out. I remember what you said. And it doesn't have to be this weekend, or next month, or even next year. Just sometime, in the future, I'm going to ask to take you to dinner, and you're going to say yes."

A tiny smile graced her lips and she nodded, "Agreed."

"Good."

Klaus had to kiss her. For all his lofty goals of making it a kiss to remember, he rushed it. Her mouth was open, but whatever she was going to say next was lost under his lips. He grasped her hips and walked her back into the living room, all before she had time to react. He sucked her plump lower lip into his mouth and she moaned, clutched his jacket in clenched fists. He tried to pull back but she chased him, pushing up onto her toes and latching onto his mouth hungrily. He steered her towards one of the wingback chairs.

She finally broke the kiss to take a breath, and he loved the look of her just then. The swollen lips, disheveled hair and lust glazed eyes, "So, how am I doing so far?" Klaus queried.

"Seriously?"

He laughed, and pecked her lips once, "No. Take your hair down."

She hesitated long enough that he was sure that Caroline wasn't used to taking orders, but she did it. He watched as it came down in bits and pieces, curling around her face and shoulders. Klaus took the pins from her when she glanced around for a place to set them and threw them over his shoulder. Caroline smiled at him, "You're going to regret that when you step on those later."

Klaus didn't care. Her hands returned to his jacket, and he helped her by shrugging it off. He let his mouth begin to wander down her neck, paying careful attention to what she liked the most. He scraped his teeth over the juncture of neck and shoulder and was rewarded with a lovely moan from deep in her throat.

Caroline's hands slipped under his shirt and up his back. He was reluctant to stop his discovery of her skin but she prodded him with her head made a complaining noise of his name and so he pulled back enough to let her strip his shirt off.

She placed her hand on his chest, and exerted enough pressure to keep him away. Her fingers traced the tattoo on his arm and shoulder, "That's new."

"Not really."

"Mmm. I guess it's just been a long time since I've seen you with your clothes off. Probably not since high school when all the girls were dying to an invite to Bekah's pool parties to perv on you and Kol."

The joke he was about to make died on his tongue as her hands dipped lower, trickling down his abdomen and stroking the skin just below the waistband of his boxer briefs. She kissed his shoulder and he shivered, distracted enough that she got his belt undone before he could stop her.

He grabbed her hands and crowded her back until she sat down in the chair behind her. He placed her hands on the armrests and knelt down, "Patience, Caroline. I believe I have a thing or two to prove."

Klaus slid both of his hands up her legs and began to inch her dress up. Caroline went rigid for a moment and then clamped her hands down on top of his, pinning them to the outside of her thighs. "Wait a sec."

He sat back on his heels, "Do you want to stop?"

"Yeah. I mean no. I mean… a pause?"

"What's the matter, Caroline?"

She chewed on her lower lip this time he was able to see the pink in her cheeks intensify. "Nothing's wrong, exactly. I just didn't exactly plan this, you know?"

"I know," he confirmed, unsure of where this was going, "neither did I."

Caroline shifted her eyes away from him, released her grip on him, and spoke to the ceiling, "It's just… okay. Full disclosure, what I've got going on under here?" She gestured to her unfortunately still fully clothed form, "It's not exactly cute. These tights are control top. It takes a certain amount of lunging to remove them and you don't want to see that, trust me. My panties don't go with my bra. The bra is a bitch to get off. I mean, really the only thing going my way right now is that I took care of the hair situation this morning."

Klaus leaned his forehead against the top of her knee to hide his face as he fought not to laugh. Given how far he'd managed to shove his foot in his mouth after the mistletoe incident he didn't want to upset her again by saying the wrong thing.

After a few moments he looked up again to find her still staring upwards, as if captivated by the mouldings, hands twisting the fabric of her skirt. Klaus reached up and grasped her chin, "Hey, look at me."

Reluctantly, she met his gaze with a groan, "I know. I'm a hot mess. I made such a big deal out of wanting you to see me as a woman, and I'm sure you're used to women who…"

Klaus cut her off before her ramble could pick up steam, "Caroline, are you thinking of other men right now?"

"No! Of course not."

"As I am thinking of no other woman but you, love. I want you. Just you. And I honestly could not care less what you do or do not have on under that dress. No 'hair situation' could turn me off right now."

"Really? Guys always say…"

He kissed her, just a light sweep of his tongue against hers, before he pulled back, "If you'd be more comfortable you can go into the bathroom and take care of whatever you think you need to. I'll wait. But I'd really, really like to undress you myself."

Caroline squirmed in her seat for a moment, and Klaus got the feeling that she wasn't used to being spoken to quite so plainly in sexual situations. He made a note to explore that, if time permitted. She took a deep breath and moved her hands back to the armrest of the chair, "Don't say I didn't warn you."

Klaus snickered, "I would never."

He resumed pushing her dress up, Caroline lifted her hips and he left the skirt bunched above them. Klaus hooked a finger into the top of her tights on each side and pulled, meeting more resistance than expected.

Caroline giggled, "I told you."

Klaus tugged again, "Right, lunges. Though under certain circumstances I believe I very much would like to see that," he remarked, leering playfully.

Another laugh bubbled out of Caroline. And she brought her arms down to help him, planting her feet and lifting her hips again, and with their combined efforts they managed to wrestle her out of the nylon that had kept her imprisoned.

Klaus balled them up into his hand and threw them behind the couch, "Good riddance," he declared and laid a quick series of pecks across the red line they'd made on stomach. He smiled against her skin when he felt her hand curl into his hair. He pulled back, took a second to admire her bare legs, letting his hands become acquainted with the feel of them, all silky skin and firm muscle, for the first time. "You know, love, I think you lied to me."

Caroline's brow furrowed in confusion, "No I didn't."

He opened his palm so it spanned the top of her thigh and nodded at her bright pink boyshorts, "Those are very cute, in my opinion."

She opened her mouth to retort but Klaus pressed his thumb to her, rubbing, finding the little ridge of her clit, and she only managed a whimper. He continued to roll his thumb over her nub for a moment, until Caroline sunk down in the seat, gripped the edge of the cushion, and moved her hips against his hand. Klaus then let his thumb wander downwards, and she mewled a protest instantly. He pressed against her opening, letting out a low noise of his own upon feeling the wetness that had already seeped through the fabric.

Klaus pulled his hand away, licked the hint of her taste off of his thumb.

"May I take those off of you, Caroline?"

She nodded, a touch frantically, to his satisfaction, and he wasted no time in peeling them off of her.

Her thighs were only slightly parted, so he pressed a kiss to each kneecap and pressed them open until his torso fit between them, pulling her a touch farther towards the edge of the seat. Klaus felt her knees press into his sides as her thighs clenched with the instinct to cover herself.

Klaus glanced up at her face, she was biting her lip, but he knew her well enough to notice the hint of apprehension is her eyes. Klaus hesitated, reluctant to bring up past partners, but he needed her to be comfortable. So he posed a question, "Has anyone ever put their mouth on you, Caroline?"

Caroline avoided his gaze again, "Yeah. A few times. It's just… not my favorite? Maybe I'm weird but I've never been able to, you know, finish, like that. We can totally skip it and, uh, move on to the good stuff."

Klaus was floored. Whatever he'd been expecting her to say it certainly hadn't been that. He waited for her to look at him before he spoke, "Do you trust me?"

She looked at him like it was the stupidest question she'd ever heard, "Of course."

"Then give me fifteen minutes. I'll stop if you really don't like it but this is the good stuff, love. And I'm quite positive that you're not weird, you've just experienced some terrible technique."

Caroline wavered, "What if you don't like it?"

Klaus shook his head in an immediate denial, "I'll love it. God, Caroline do you have any idea how often I've thought of you like this? I'm dying to taste you."

She swallowed noticeably, "Fifteen minutes?"

"I'll make you come in less than that and then I'll make you come again," Klaus promised.

Caroline raised her eyebrows, "You're that good?" she wondered.

He met her challenging look with one of his own, "What have you got to lose?"

Caroline released an exaggerated sigh, but her reluctance was mostly feigned as she relaxed into the chair, "Nothing, I guess. Bring it on."

Klaus felt a devious smirk creep across his face, as he bent to nip her inner thighs, "You might want to hold on to something, love."


More notes: Yep. That happened. This chapter was getting long (for this story) and this is where I chose to cut it. Try not to imagine killing me please. I'm trying for softer, more 'human' (awkward-cute more than dirty-sexy, I guess), smut in this one. I'd love to hear your thoughts! Thanks for reading.