Notes: This one picks up after the last flashback chapter and is probably the least fun one of this story. Sorry about that, but I felt like it was needed. Thanks for all the reviews/alerts on the last chapter! You all make checking my email a treat.

Growing Up Beside You

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

Klaus had slept badly.

Caroline had continued to ignore him last night, taking charge of putting Rebekah to bed and hustling through her nighttime routine to avoid running into him in the hallway. The door to the guestroom had been tightly closed with no lights on inside.

He'd gone to bed disgruntled and spent the night tossing and turning. His brain kept drifting back to the bar. To the feeling of Caroline pressed against him, of her hands on his skin and the taste of her mouth. His body had responded to the images, his cock insistent, but Klaus had refused to give in. Wanking to thoughts of Caroline while she slept in the next room seemed like a terrible idea, like she'd somehow be able to tell, see it in his face, across the breakfast table in the morning.

He'd finally given up on a full night's sleep, shoving his phone deep into a drawer at 3:27 AM, reasoning that if he didn't know the exact amount of hours he'd gotten in he wouldn't be so tired the next day. Klaus was just glad that he didn't have to work.

Eventually, he must have managed to drift off, only to be awoken by the creak of his front door opening (he really had been meaning to fix that, problem was, he really only noticed it when he had someone visiting, and then he promptly forgot about it again) and the soft thump of it shutting again. He assumed it was either Caroline or Rebekah (unlikely, as his sister tended to hibernate to deal with a hangover). The sunlight seeping into the room around the edges of his curtains was still weak, indicating that he'd only gotten a scant few hours of rest.

Klaus contemplated trying to go back to sleep but was pretty sure that he wouldn't be able to. Besides, he had his own Christmas shopping to finish, since they were driving to Virginia tomorrow, so he might as well get up. Perhaps the shops wouldn't be quite so hellish if he got an early start. Klaus rubbed a hand over his face and stretched before heaving himself out of bed.

Taking stock, he found that he didn't feel so bad, physically. Nothing a glass of water, an aspirin or two, and a ton of coffee wouldn't cure. He pulled on a shirt and a loose pair of sweatpants before leaving his bedroom (because things were awkward enough with Caroline at the moment, without factoring partial nudity into the equation). He'd expected her to be seated at the counter, or curled up on the couch, reading the paper, perhaps gulping down water to deal with the aftereffects of over imbibing last night.

She'd be cranky, sure, but he was fairly certain he could smooth over whatever hurt feelings lingered from last night, and be baiting her into sarcastic comebacks before noon. It would be easier to do without Rebekah's interference, anyway.

But both the kitchen and living room were empty, leaving Klaus momentarily puzzled. Had Caroline risked life and limb, poked the grizzly (and by that he meant Rebekah) into alertness to drag her out for that breakfast Lexi mentioned? That was a concerning indication that Caroline meant to avoid him. It would be a difficult feat, considering she was his houseguest for another 24 hours, and then they'd be travelling in the same car for at least another 8 tomorrow. But Caroline was clever and one of the most determined people he knew, so if anyone could manage it she could.

A little voice in the back of his head kept asking him why he cared so much. So Caroline was upset with him. It would blow over. Over Christmas in Mystic Falls they'd be forced to spend time together, sure. But with their mothers, his siblings and various family friends around she'd be limited in her ability to express her feelings. She'd be perfectly polite to him because otherwise she'd have to explain her ire to anyone who noticed and Klaus is fairly certain that she wouldn't want to do that.

'I'm mad because I got drunk, came onto Klaus, and then he was a dick about it and I don't want to be near him,' wasn't exactly the kind of thing Caroline would want to have to explain to their closest relatives and friends.

But Klaus is bothered by her distance because he doesn't want her to be perfectly polite. He wants her to be herself, with him, always. Caroline's quick witted, warm and funny (both intentionally and otherwise). He wants her to respond to his teasing like she usually does, with smiles and partially feigned outrage. He wants her to tease him back. He wants to try to make her blush and flounce away with an annoyed huff. He wants the flirty awareness that's been gradually building between them, the casual touches he makes to her arm and her hair, the way she watches him from below lowered lashes with her lower lip between her teeth. It's a line they'd been skirting for the last few years.

He'd never admit it but he wants the possibility that they'll cross that line, someday. Last night hadn't been the right time. Leaving aside her intoxicated state the location had been all wrong. It could have been fun, letting her continue what she'd started, then working his hand into her jeans, to touch her too. But Klaus preferred privacy, not to mention cleanliness, and he wanted to take his time. And it wasn't as if he could've taken her home with him last night, Bekah in tow. Talk about uncomfortable. It hadn't been her he'd been rejecting last night (though she had clearly taken it that way) but the situation. He just had to explain that, far more eloquently than he had last night, and make her understand.

Things couldn't have escalated yesterday, for a myriad of reasons, but… someday. Maybe.

Klaus goes to make coffee, more resolved than ever to run Caroline down and make things right today. He notices a folded up piece of paper tucked under the coffee maker and snatches it up. It's addressed to Rebekah, but it's not like it's sealed, so he feels no guilt in reading it.

Bekah,

Good morning! Or good afternoon, knowing you. I got an email from my dad last night saying he and Steven would be in town for a bit. I haven't seen him in forever so I'm catching a ride home with Stefan today, to spend some time with them. I'm sorry, don't kill me. I'll make you a batch of those raspberry shortbread squares in penance. Love you!

Text me when you get to Mystic Falls.

Caroline.

P.S. Tell Klaus thanks for allowing me to stay.

He resisted the urge to crumple the note in his hands. He vaguely recalled Stefan mentioning last night that he was planning on driving home today. Clearly Caroline had heard that too, and had jumped at the chance to avoid him by sneaking out at the crack of dawn.

Klaus was annoyed, at himself for not clearing the air last night, at Caroline for being uncharacteristically cowardly and such a stealthy packer, and even at Rebekah for sleeping like the dead and not throwing a fit at Caroline wanting to ditch them.

He sets the note down on the island, for Rebekah to see later. He busied himself with making a pot of coffee. 'Tell Klaus thanks for allowing me to stay?' That had to be a dig. Caroline had never been fond of people telling her she couldn't do something. It had led to some rather rocky years between her and Sheriff Forbes, from what he'd heard. He'd known he had chosen his words poorly last night, but he'd clearly underestimated the extent of the damage.

It only made him more determined to fix it.

And more nervous that he wouldn't be able to.

Ding. Dong.

"I'll get it!" Henrik calls, from the kitchen, where he'd likely been charming the catering staff and sampling the hors d'oeuvres.

Klaus drains his drink, pours another, and remains seated in the corner of the living room, though he wants to race Henrik to the door. Honestly, he's probably had too much bourbon to win (four glasses? Or was this number five?) but he'd try.

Because since he and Rebekah have arrived in town Caroline's been masterfully avoiding him. He's evidently vastly underestimated both her resolve and her craftiness because he's had no success in trying to pin her down. Figuratively, of course (at least outside of the privacy of his own fantasies). Her father had been in town (though he'd initially wondered if that had been a ruse) and she'd been spending time with him, Rebekah tagging along, so they'd both been absent from The Mikaelson house, where they usually gathered on holidays. Mystic Falls was a small town, however, so not running into Caroline was impossible. It was also a place that took Christmas seriously, and there were a number of town sponsored events.

He'd tried to talk to Caroline, several times, over the last few days, to no avail. She'd used Henrik as a buffer, at an afternoon ice skating party, four days ago, engaging the boy in an endless conversation about his first year of high school. Henrik had eaten it up, under the impressed looks of several of his mates. She'd been with a gaggle of high school girlfriends at The Grill three days ago, at lunch, and had barely glanced his way. She had literally turned in the other direction and pretended not to see him at the grocery store the night before last. Just last evening, at the town's Christmas Eve celebration, she'd been careful to never be alone with him. They'd participated in the same conversations, she's smiled and laughed and appeared to be her usual self. But Klaus was used to sharing long suffering glances whenever someone said something particularly stupid. To smirking with her over Kol's terrible pick-up lines. To Caroline trying to run interference and distract him for Rebekah, who still held a torch for Matt Donovan, her high school sweetheart.

There'd been none of that last night, and he felt the absence keenly, though he'd really never realized how often he sought her in crowds before last night, when he done it instinctively and gotten nothing in return. No one else would have picked up on it but he had felt the coolness coming from her, and it had left him feeling dejected when he'd arrived home from the party, and somewhat subdued today. Elijah had noticed, sent him a few concerned looks throughout the day, but most everyone else was too wrapped up in their new relationships (Finn and a redhead named Sage, who he'd brought home to meet the family), new presents (Rebekah, Kol and Henrik), or in trying to make sure the day ran smoothly and no arguments got out of hand (his mother), to pick up on the fact that he'd not been participating as much as usual.

Christmas dinner had always been a more intimate occasion, just his mother, his siblings and their significant others (only Sage, this year). Sheriff Forbes and Caroline had been invited to join the festivities the first year after Bill Forbes had moved away, and had been included ever since.

So Klaus knows it's them at the door, just now. They'll stop by the kitchen with the things Caroline has baked (she can't cook, but excels at the exacting measurements and precise instructions that go into producing sweets). Sheriff Forbes will stay to chat with his mum but Caroline will exit quickly. Sure enough, he hears her heels clicking up the stairs (dinner was a semi-formal occasion and one of the few where shoes were allowed indoors). She's heading up to see Rebekah, who's likely changed her dress half a dozen times already, and is still undecided.

It's a good opportunity, Klaus thinks. Probably the last on he'll get as he heads back to New York tomorrow afternoon, and he can't imagine letting the tension fester for months. He stands and leaves the room, oblivious to the odd looks he gets for his abrupt departure.

Caroline's moving a bit slowly, gripping the railing. The steps are marble, polished to a high shine, the way his mother prefers, and honestly he'd not want to tackle them in high heels either. Caroline must hear him and she pauses, and glances back over her shoulder. Her expression remains carefully neutral and he hates that. Caroline's never neutral. Her eyes change with her mood, her expressions have always been a clear indicator of the state of her emotions. He cannot read her now, but that she turns away, and begins climbing slightly faster tells him that his company is not welcome.

But he is determined (and filled with bourbon) so he mounts the stairs after her. She stiffens, but maintains her silence. Klaus tries a compliment, "You look lovely tonight, Caroline." She scoffs, but does not reply, so Klaus keeps talking, "I confess I've always preferred you in blues and greens. Maybe purple, too. But the red is nice, very festive. The shoes are a bit naughty school girl, buy I won't complain."

She gives him a quick, baffled, look over her shoulder. Perhaps rambling on about colors and her shoes had been a mistake. They're on the second floor, now, and he's right behind her. Before she can make her way to Bekah's room he grabs her arm and tugs her through the first door on the left.

Henrik's bedroom. Not ideal, but a neutral location was probably for the best. It's not as though he can ravish her on his little brother's double bed a half hour before Christmas dinner. She turns to face him, crossing her arms over her chest, gaze fixed on a point just past him.

Klaus sighs, tries to meet her eyes, "We had a little spat, love. I'm over it already."

He sees a quick flash of anger cross her face, and he counts it as progress, but she quickly smothers it, replying flippantly, "Great. Me too. I'll be going now."

She takes a step forward, but he presses his back to the door, "Funny, you don't seem over it."

"Well I am."

"Really? You're not acting like you're over it. In fact, you're acting like you're still quite bothered by it."

"Stop telling me how I feel, Klaus."

"I'm not. Or I'm not trying to, Caroline. Just… talk to me," he requests, "Yell at me. You've a way with insults, love. Let me have them."

She'd pressed her lips together when he'd started, still annoyed, though it melts away as he speaks. She takes a moment to study him, seems to make a decision, then straightens her shoulders and finally meets his eyes squarely, "Look, it happened. I don't really want to rehash it. It's really not a big deal. I felt weird about mauling you but whatever. I'll blame it on the alcohol. I'm sorry. Let's just forget about it, okay?"

Klaus doesn't want to forget about it, and he doesn't want to blame it on the alcohol. She'd said she'd wanted him for years, and he was dying to know more. But Caroline's still unnervingly blank and he has no idea what she's really feeling. And if agreeing to forget about it is what she wants, if it's what will make her herself again, maybe that's what he should do. He can figure out the rest later.

"If that's what you want, that's what we'll do."

Caroline nods, "It is. Good. I should really go see Bekah and help her pick a dress, if we ever want to eat."

There's a tiny ghost of a smile on her lips, and he'll take it gladly. He stops blocking the door and opens it for her, "By all means, love."

Caroline leaves Henrik's room, and if she's extra careful not to touch him, he tries not to notice. She's a few steps away from him when something makes him call her back. She's apologized to him, but he felt like he owed her something as well, "Hey, Caroline?"

She turns to face him, hand on Rebekah's doorknob, and lifts a questioning brow.

"I'm sorry, too. For what I said. For making you feel…"

"Don't," she tells him, cutting him off with a short, bitter laugh, "you're not the first guy to make me feel like I wasn't good enough, Klaus. I doubt you'll be the last. Apologies only make it worse."

She doesn't give him a chance to reply, just knocks on the door in front of her. Klaus honestly isn't quite sure how he would. He feels a bit like he'd gotten the wind knocked out of him. Had he really done that, made her feel that? It was a dreadful thought. He hadn't meant to, was sickened by the fact that others had, by her ability to speak of it so flippantly, as if it didn't matter. Klaus sort of wanted a list of names so he could dole out punishments on her behalf.

Rebekah calls out permission to enter before Klaus can gather her thoughts. She looks towards them from where she's standing in front of her three-way mirror, wearing a green dress, "Nik? What're you doing up here? Shouldn't you be decimating the liquor cabinet with the rest of the boys? Talking about rugby, or whatever dull thing it is you lot find interesting."

Klaus clears his throat, "Mum sent me to hurry you along." Lie. "She says she's not holding dinner for you like she did last year, and the year before that." Truth.

Rebekah groans, "Fine, fine. I'll be down in 10 minutes."

"Ten actual minutes, not ten Rebekah minutes."

"What the bloody hell is a 'Rebekah minute?'"

"Ninety seconds, I'd say, instead of sixty. Since your ten minutes is everyone else's fifteen," Caroline teases.

"That's kind of you, love. I'd put it at closer to one hundred and twenty. When has she ever only been a little late?"

They share a conspiring look of amusement as Rebekah grumbles at them making fun at her (though she does not argue, because she knows that she would lose) while she rummages through her jewelry box, "You can run along now, Niklaus. You're little lecture's been delivered."

Klaus takes one last look at Caroline, who's seated herself at the foot of Rebekah's bed, before leaving the room and closing the door behind him. His feelings are all muddled and he resolves to lay off of the liquor for the evening because that will surely only make it worse. He's pleased he'd cleared the air with Caroline, at least somewhat. She'd warmed to him a tiny bit, and he's sure he can coax her into thawing a little more throughout the evening.

But he hates that she'd refused to allow him to apologize and he loathes the very idea that she's ever felt not good enough, for him, or for anyone. Caroline is beautiful and strong and good and deserves to be treated as such. He yearns to know what she'd meant by that comment. It's something he'll have to ask her about, sometime. Something he hopes she'll allow him to know, someday.