Notes: And here's chapter 10! More night out shenanigans for you all. I appreciate you all sticking with this story, and letting me know what you think (sorry I'm a rotten tease!).

Growing Up Beside You

Part Eight: Caroline: Age 21, Klaus Age: 28 (February)

Once everyone had consumed a glass of champagne, and a round of drinks had been ordered, the group split up, Stefan and Lexi had gone downstairs to people watch ('Pretty people in their natural habitat, Stefan! You know you want to scowl at them.'), Caroline had gone to investigate the swanky, private VIP restrooms and Rebekah had dragged Elena and Bonnie off to dance with her, Kol trailing shortly after.

Marcel had done his best to make everyone feel welcome and needed to head off to do the same to the rest of his VIP guests, but he lingered until only Klaus remained. He handed off a set of keys, "Everyone knows you so it should be fine. I'll tell them the blonde in black with the legs and the purple lipstick can access all areas. And I made sure I won't be needing my office. Don't do anything I wouldn't do."

Klaus smiled in gratitude, "Thank you, Marcel. You are an excellent friend."

"Oh, today I'm an excellent friend, am I? What a change from last night when my friendly advice made you want to rip my heart out of my chest. I assume that means you took it?"

"In a manner of speaking," Klaus demurred, unwilling to share details.

Marcel grinned, "Good for you. However," his voice lowered and his smile dimmed and became apologetic, "You might have a small problem."

"What now?" Klaus groaned, because really, could he not catch a break?

Marcel shifted back to observe him, taken aback by his vehement reaction, "Uh oh. Bad day?"

"It started brilliantly, but then Kol let himself in for breakfast."

Sympathetic understanding broke across Marcel's face, "Well, I hate to be the bearer of more bad news."

"No. By all means," Klaus gestured for Marcel to go on, "Let's hear it."

"Genevieve's here."

A startled laugh burst from Klaus before he could stop it, "Tell me you're joking."

"'Fraid not."

"Excellent. Truly excellent. Where is my bourbon?"

"It'll be here shortly. Look, she's with a woman named Celeste DuBois. They were flashing press passes. The Times called last week said they'd be sending someone to write a feature and I guess your ex is tagging along."

"It's an enormous coincidence," Klaus noted grimly. Was she actually stalking him now? That was concerning. "Where is she?" He might as well rip the band aid off straightaway.

"Josh is dealing with them. They're set up at one of the tables near the middle bar."

Klaus walked to the railing and leaned over it, searching the area Marcel had indicated. Sure enough, there was a distinctive head of red hair. Genevieve was wearing a flashy, cleavage baring, gold dress. A man was chatting with her while the woman who shared the table was occupied on a tablet.

Sophie, the dark haired waitress, appeared at the top of the stairs with a tray of drinks, "Excellent timing," he told her and plucked his and Stefan's off of it. "I'll be needing both of those," Klaus threw the first one back quickly, holding in a cough at the burn.

Sophie might have been about to offer a protest but Marcel shook his head at her. She dropped the drinks off and retreated without complaint. Marcel clapped Klaus on the back, "Good luck, man. I'll catch up with you later."

Klaus was left alone for only a moment to sip the second drink before Rebekah and Elena were back upstairs. They made a bee line for the cocktails. Rebekah joined him at the railing while Elena retreated to the couches, tapping a message onto her phone.

Nudging his shoulder with hers Rebekah said, "Try not to look so murderous, Nik. It's my birthday. I demand you at least act like you're having fun."

Klaus tore his gaze away from the problem on the lower level to smirk at Rebekah, "I'd mention that it's not, technically, your birthday but I'm not Kol."

"Thank god. He managed to convince Bonnie to dance with him, can you believe that?" she pointed out the couple down below. They weren't plastered quite as closely as some of the other couples on the floor but it was definitely progress. Kol looked ecstatic, and a little shell shocked.

"Leave them be, Bekah," Klaus admonished. "You hate it when Kol or I, or even Elijah, butts into your personal life."

Rebekah reared back in disbelief, "And just when has that ever stopped any of you?"

"You're our baby sister," Klaus defended.

"I'm 22, Nik."

"Chalk it up to old habits, then."

"Patronizing wankers, more like," Rebekah complained, though without much rancor. Klaus didn't bother to argue. They stood together companionably for a few minutes, Rebekah sipped her drink in contemplative silence before turning to him again, "Can I tell you something, and have you promise you won't tell Kol?"

"Of course," Klaus agreed immediately, "There are few things I like more than knowing secrets Kol doesn't."

Rebekah giggled, "Mature. But the truth is that I wouldn't actually mind, so much. If Bonnie would actually give him a chance. I doubt it'll happen, because he's so, well, Kol. But I think I could be happy for them."

Klaus' head snaps in her direction, he's unable to mask his surprise, "That's quite a change of opinion. I seem to remember you declaring war on Kol for a silly party game in high school."

Rebekah sighed, avoided meeting gaze, "I just didn't want him to take Caroline away from me, you know? She was the first friend I made here, and she's become the sister I never had but always wanted. It took longer, with Elena and Bonnie but I love them too. But now we're just about finished school and Caroline and I aren't even going to live in the same city. Elena's going back to Virginia and Bonnie's staying in Boston. Who knows when I'll see them? I'm afraid we'll turn into strangers who only send each other Christmas cards. I have this silly fantasy where Kol marries Bonnie, and you marry Caroline and Elena unsticks herself from the terrible Salvatore and falls for Elijah and then I really have sisters and I get to keep them forever."

Rebekah's shoulders had slumped as she talked, her tone dipping towards the forlorn. Klaus didn't quite know what to say and he couldn't help but be a tiny bit thrilled. Not that he wanted to marry Caroline, exactly, but Rebekah's refusal to allow her brothers to date her friends had been a big stumbling block when he considered being with her. But he hated to see Rebekah so upset, "You won't lose them. You'll just need to work a bit harder, that's all. I'm sure they'll do the same. And who knows? Maybe one day you'll all wind up in the same place again."

"Maybe," Rebekah echoed, not sounding reassured at all.

"Uh oh," Caroline's voice rings out from behind them, "this looks depressing. You two do realize we're at a club, right? Not a funeral home. Why the frown, Bekah? You should go check out the bathroom. It's crazy amazing. I'd totally be cool with living in there."

"It's nothing, Caroline," Rebekah said quickly, shooting Klaus a quelling look.

Klaus debated following her wishes and letting the subject lie, he really did. But he knew Bekah's doubts would fester, and if anyone could make Rebekah feel better, it would be Caroline, so he said, "Rebekah's afraid that you'll drift apart when you're done school. Please tell her she's being melancholy for no reason."

Rebekah looked at him with her eyes full of betrayal but was distracted when Caroline hip checked her gently, then wrapped the arm not holding a drink around Rebekah's waist, "Please. Like I'd let you go now? I've got you just the way I like you. We're going to be the coolest old ladies in the world. Cruises. Shuffle board tournaments. You're going to learn how to knit and I'm going to kick ass at card games. I've got it all planned out and it's going to be awesome."

Klaus shifted away a little to give them the illusion of privacy. He caught the sheen of tears in Rebekah's eyes but she fought them off and said, "I'm not sure about knitting. It seems tedious."

"But I like cardigans!"

"Yes, we've discussed your addiction at length, Caroline."

"You wear them too. Sometimes you even wear mine. How about gardening? I also like flowers. And food."

Rebekah was aghast, "But my nails!"

"Fine, fine," Caroline heaved a dramatic sigh. "I suppose you can pick your own hobby. We've got like 50 years for you to make up your mind," she leaned her head against Rebekah's for a moment, her curls blending with Rebekah's straight strands, and said firmly, "I'm not going anywhere, Bex."

Rebekah sniffed, fighting back her emotions. "Good," she replied haughtily. "Now quit being so sentimental. This is not the time. I see plenty of cute boys down there just waiting to dance with us. Let's go."

Caroline laughed, "You go ahead. I'm going to finish my drink."

"Fine," Rebekah flipped her hair over her shoulder, "more for me. Try to suss out Nik's problem, will you? He was the downer in the first place."

"Take Elena with you. Damon can entertain himself without her texts for at least one night."

Klaus sent her an interested look, curious as to why she was arranging for them to be alone, though he wouldn't complain. But Caroline merely turned back to look out at the crowd, avoiding his gaze.

Rebekah easily bullied Elena into joining her. Silently, Caroline and Klaus tracked the two heads as they weaved towards Bonnie and Kol.

Caroline moved a little closer, and then spoke, "So? Out with it. What's got your panties in a twist?"

Klaus raised a brow at her, "Now Caroline, you know quite well I'm not wearing panties. Though I do believe I've a pair of yours in my possession."

Caroline's nose wrinkled, "Ugh. You do, don't you? I forgot about those."

"Understandable, love. You left in quite a hurry this morning."

"Do me a favor and don't tell me if you're going to do anything creepy with them, okay?"

"I can do that," Klaus shot her an innocent smile, "But perhaps you should define creepy? Just in case."

She wavered and he wondered what exactly she would consider 'creepy.' Apparently deciding to change the subject, she shot him a curious glance, "It's not me, is it? Your mood killer."

"No," he assured her. Klaus wondered if explaining the Genevieve situation was a good idea. Ex-girlfriends were a subject he usually avoided for as long as possible, and things with Caroline were still so uncertain. But he had promised honesty so he pointed her out. "Do you see that woman? Red hair, gold dress? I told her I wasn't interested in dating her any longer a few weeks ago. Ever since then she's been showing up at a suspicious number of my favorite places."

Caroline squinted and studied Genevieve for a few moments, finally saying, "She's very beautiful.

"Yes," Klaus agreed. Because there was no point in denying it.

"How long were you together?"

"Not long. We flirted a bit last year and she asked me out for drinks, just after the New Year."

Caroline snuck a peek at him, "So at Christmas, when I… I mean, I didn't…"

"No," Klaus interrupted her stuttering, understanding what she was trying to say. "I wasn't cheating on her with you, that night. She had nothing to do with why I pushed you away, sweetheart."

Caroline relaxed slightly, "That's good. It might be stupid but after everything with Tyler…"

"It's not stupid, Caroline. He hurt you, and you'd hate to be a part of hurting someone else the same way."

A soft smile played across her lips as she stared out into the club, and she shuffled down so they were nearly touching, "So she made the first move?"

"Yes. I've always liked a woman who knows what she wants so I agreed."

Caroline head swiveled towards him at that and her expression was distinctly unimpressed. Klaus berated himself mentally for a moment, knowing that he should have phrased that better. He turned away from the crowd and leaned back against the railing, focusing his attention on her, "I didn't mean that as a dig at you."

She shifted closer to him, so that their sides were lightly pressed together. Caroline leaned in and with Klaus turned to look at her they were inches apart, "Good. Because I know what I want."

"Do you?" he challenged.

"There are three condoms in my bra right now."

Klaus stilled, sucked in a breath, "Caroline…"

"I told you I liked to be prepared," she told him and with an impish little smile she shifted, letting go of the railing, and sidestepping so that she was standing in front of him. She took a couple steps back, took his glass and hers, and set them aside. He followed her, glancing back over his shoulder once she faced him again. They'd be obscured from the sight of the crowd by the angle, and no one would see her because she'd be blocked by body. Caroline wasted no time in sneaking her hands underneath his clothes. Klaus' body heated up, the scrape of her nails on his sides, sending pleasant sensations zinging through his blood. "My train leaves at 4PM Sunday. I did the math. That leaves me with just over 40 hours left on this trip. I've made some decisions."

Klaus liked where this was going, "I'm listening."

Caroline tilted her head to the side, "You say you want me."

Klaus grasped her hips, pulling her into him, "I do want you."

"And I want you. And I'm sick of being so wishy washy over it when it's going to be a moot point in less than 2 days. Let's just have fun. Whatever happens in the future we'll deal with it then. Rebekah's not going to be any less pissed if I only sleep with you once."

"It was more than once already, love."

"You know what I mean. Besides, sneaking around might be kind of hot so let's carpe this bitch."

Klaus laughed for a minute. "You're sure?" he asked her, needing the confirmation.

She nodded resolutely and Klaus took the opportunity to slide his hands over her arse, the sparkly pieces on her shorts scratching his hands in a way that was odd, but not unpleasant. He leaned in to kiss her, but she turned her head away, "Caroline," he protested, resting his forehead on her shoulder.

"Nope, sorry. This lipstick is so not your color. It's not exactly sneaky if it's all over your face."

Klaus rocked against her with a groan, kissed up her throat to murmur in her ear, "How ever did you know that was another one of my fantasies from earlier this evening?"

"My lipstick on your face?" she asked skeptically, pulling back to look at him.

Klaus chuckled, "Not exactly on my face."

The gleam that came into her eye then was something that Klaus remembered fondly from last night and his body clenched in anticipation. Caroline looked over his shoulder to ensure that their group hadn't returned, before dropping into a crouch and pushing up his shirt and vest.

"Caroline," he muttered lowly, "what are you…"

She started with her teeth, nipping the spot near his hip that she'd found last night. His body jerked, and the will to protest evaporated. He felt the soothing touch of her tongue, followed by another nip, just above his waistband. Klaus clenched his fists, fought the urge to bury his hands in her hair. One of her hands palmed him through his jeans, teasing him with slow circles, while the other grasped his belt, and tugged it down a few inches. She ran her thumb down one side of the trail of hair that started under his belly button and pressed three kisses to his stomach on the other side, each one dropped lower than the last, leaving purple imprints of her lips.

And fuck if that wasn't a turn on he'd never known he had.

His eyes shut and his breath shortens, head tipped back, as her thumb dips into his underwear, almost to the base of his cock, and rubs a deliberate circle before she pulls away and rights his clothes. She takes her time, her fingers slow and searching. He shudders when she stands and slides the length of her body up his. She puts a bit of space between them once she's on her feet.

Klaus opens his eyes to look at her. She's breathing a bit rapidly, looking at him in a way that makes him want to throw the consequences to the wind, drag her into the bathroom and bend her over the sink. He's beginning to think she gets a thrill out of making him hard in public, not that he really minds.

"That wasn't very nice, sweetheart."

One shoulder lifts towards her chin in a half-hearted shrug, "Sorry, not sorry, Klaus. And don't act like you didn't like it," she says, with a pointed glance down to where he's straining against his jeans.

"I liked it. You give me whiplash, Caroline," Klaus reaches out to run his hands down her bare arms, "There's all these unsure bits of you right alongside the mind blowingly sexy bits. I like them all and I want as many of them as you'll give me in the next forty hours," he tells her, taking her hands in his.

Caroline snorts, "That's not going to be easy with Rebekah around. And Kol, the eternal cock-block."

Klaus had a sneaking suspicion that the Rebekah problem wasn't quite as insurmountable as she made it out to be, given Rebekah's earlier confession. However, Caroline had indicated she wanted to break the news herself, and he would respect that. It didn't mean he couldn't work around it. "I've a few ideas. Starting with those condoms in your bra. Assuming you weren't just messing with me?"

Caroline tugs one hand away, reaches into her shirt. Klaus watches avidly, the fabric is just sheer enough for him to make out the pale swells of her breast, and she soon produces three foil wrapped packages with a smirk, "I didn't lead my girl scout troop for nothing."

"Excellent. You keep those and I have acquired the keys to Marcel's office, and his promise that it will remain unoccupied."

She eyes him with a hint of suspicion, "I'm not sure how I feel about that. Someone's awfully confident that I'm a sure thing."

Klaus rolls his eyes, "I just wanted to have a chat, love. Privately. You're the one with the condoms, though I can't help but appreciate the initiative."

It's her turn to roll her eyes, "Whatever. I've got to fix my makeup, then I've got cute boys to dance with. You've got a stage 5 clinger to put down. We'll meet up later?"

Caroline takes a step towards the door to the bathrooms and Klaus resists the urge to tug her right back into him. He loathes the idea of dealing with Genevieve right now, and he hates the reminder that she's about to join the crowd on the dancefloor, letting other people touch all the places he wants to.

She stops, though, before he can do it. She turns to face him, the expression on her face telling him she thinks she has a brilliant idea, "I just had a thought."

"That I should join you in the bathroom? I'd love to."

She holds up a hand to halt him, "No. Nice try, though. I just realized that I could help you with your stalker problem and we could dance inappropriately without Rebekah throwing a fit."

"Okay," Klaus agrees.

"That's it? You don't want to hear my glorious plan?"

"You had me convinced the second you said inappropriate dancing."

Caroline throws her head back and a loud laugh rings out, "God, you're easy. For the record, the plan is I'm your new girlfriend. You're completely into me and we can't keep our hands off each other. Can you sell that?"

Klaus wanted to ask her if she was insane Of course he could sell that. Had she not been paying attention? It was mostly fucking true, "I think I can manage," is what he actually says. And if she noted the dry tone she did not react.

"Great! Give me a second. I'll text Bekah to let her know what's up."

Caroline spun away and disappeared through the doorway she'd been standing in front of.

Klaus dropped down on the couch and picked his discarded drink back up. While he waited Kol, Bonnie, Lexi, Stefan and Elena came spilling into the VIP area

"Brother!" Kol hollered, and threw himself down next to Klaus. "Where have you been hiding? This place is marvelous. My sincerest compliments to your compadre."

"You're quite drunk, aren't you?" Klaus asked, wondering how it was possible.

"Yes he is," Bonnie confirmed.

"No!" Kol denied, "I am not. Is it a crime for a man to use polysyllabic words occasionally?"

Klaus shook his head at his brother, "It's what you do when you're drunk, Kol. Because it makes you think you seem sober."

"I saw you do like six shots," Bonnie added.

"And," Lexi chimed in, "you barely ate any dinner because you said the Chinese food was full of bad fat."

"And you brought a flask," Stefan then pointed out.

"You all are no fun," Kol pouted, crossing his arms.

"Slow it down," Klaus instructed, "and order some food when the waitress comes back, will you? It's barely midnight and Rebekah won't want to leave anytime soon. Speaking of, where is she?"

"Chatting with your good friend Marcel," Lexi informed him. Klaus felt his jaw clench at the news. Lexi noticed his reaction and shook a finger at him, "None of that now. No one likes a hypocrite, Klaus."

Bonnie looked between them with interest, "What do you mean?"

"Klaus and Caroline had a grown up sleep over last night. But shh, it's a secret," Kol told her, pressing a finger to her lips.

Bonnie swatted him away, "Seriously?"

Klaus rubbed the back of his neck, fought the urge to smother Kol with a couch cushion.

"Yep," Stefan confirmed, "they've been weird and eye-fucky for ages. Where's my drink?"

Klaus glared at Stefan for his nonchalance, "I needed it more than you."

"Were you an asshole again?" Lexi demanded. "What did we just talk about? Jesus."

Klaus groaned, wishing that he'd followed his instincts and followed Caroline into the bathroom, because he'd have been guaranteed to be having far more fun in there, than he was out here. "No, Lexi. I was not. Marcel informed me that a woman I was seeing, who hasn't taken the breakup well, showed up here tonight."

"So you turned to my bourbon to solve your problem?"

"The waitress will bring you another, Stefan. Relax. I'm fairly certain this evening is going on my tab, anyway."

Bonnie's head had been swiveling from person to person, "Hold up. I'm still stuck on you and Caroline."

Klaus looked her in the eye, "It's private, Bonnie. And we'd like to keep it that way," he said meaningfully.

"AKA don't tell Rebekah," Lexi clarified.

"Or Elena. Because she'll tell Damon and Damon will tell everyone he's ever met," Stefan pointed out, still seeming put out.

"But Caroline's okay?" Bonnie pressed. "Why'd Lexi call you an asshole?"

"She's fine," Klaus promised, "just freshening up."

Bonnie got up, sent him one last suspicious look, and left, obviously going to check on Caroline. Klaus was mildly offended, but he supposed the loyalty was a good thing.

Sophie returned then, with a drink for Stefan, who finally looked mollified as he sipped it. They ordered food, for Kol, who'd begun to list gently to one side.

Caroline and Bonnie returned quickly. Caroline's lips were that dark, glossy plum that drove Klaus mad, once again, and Bonnie no longer looked like she wanted to make his entrails his extrails.

Caroline smoothed down her top, "You ready?" she asked him, "Bekah's cool with the plan."

"And occupied with Marcel," Klaus grumbled.

"That too," Caroline chirped sunnily, grabbing his arm and shoving him towards the stairs with a wave to her friends. Klaus let her manhandle him, still somewhat put out that Rebekah clearly meant to try to rekindle things with Marcel. Halfway down the staircase Caroline snuck an arm around him, slid it down his chest, bringing them to a halt. Leaning her chin on his shoulder, pressing her breasts to his back, she said, "Look on the bright side. With Rebekah busy, you and I can slip away after we deal with your ex."

Well. When she put it like that.