Third Person POV-

"No!!" He yells.

Klaus rushes towards the door. Looking back at the witch. "I will not have my hands tied with this. I want more proof." He looks at Hayley and bends down closer to her ear. "If this is a trick, I will kill you." His venom hitting her hard as he walks out.

Hayley looks back at the witch, "I told you, I was not important to him." She is scared and unsure of how this plan will play out. "I'm trusting you with my life, the information I seek better be worth it." Sophie turns to her "Then who is...say it Hayley, who is important to him." Hayley looks out through the bars in the crypt. She never wanted it to come to this.

"Caroline...Caroline Forbes." She whispers.

************************************

"Where is Caroline?" He asks Elijah.

"Thats what you want to talk about Caroline, not the possibility of you having a child." Elijah stands at the entry way. Waiting for his brother to answer.

"I am not falling for that, I told the witches I need more proof, which is why. I'm asking you to go until I finish things here." Klaus looks at his brother, searching his eyes. "You did say that you would help me, this is what I need."

"She is that important to you?" He asks already knowing the answer.

Klaus speeds over to him. He looks his brother in the eye. "She is the only thing important to me." He says sternly to Elijah.

Elijah backs up and smiles. "Then I will do it, I will go and stay there until you return."

Klaus nods his head towards his brother, he grabs his keys.

************************************

Caroline walks in to the Salvatore house, yelling for Stefan. He comes around the corner looking at the tall leggy blonde. "Caroline...she is okay, I know you talk to Bonnie." He walks towards her. "Just let us handle it...okay."

Caroline walks pass him, "Just let me try, I promise not to break her neck unless it comes to it." She turns and gives that signature smile.

As they walk down the hall Damon comes out. "Whoa...What's barbie doing here?" He looks at Stefan.

"She wants to talk to Elena for a bit."

Damon scoffs "You're the last person she wants to see Caroline, she is not herself." Caroline tilts her head a bit.

"Damon, move." She pushes him to the side a enters the room.

"Elena..." she sighs while walking in. Elena moves her head a bit and rolls her eyes at the her. "Why aren't you phone stalking Klaus?" She says shifting her weight a bit from where she sits.

"I did not come here to talk about Klaus." Raising her brows and smirking a little. "I came to check on you, even if you ruined my prom night." Caroline bends down in front of her and smiles a little.

"Please...spare me the feel good vibes Caroline, you have nothing better to do." Elena looks at her. "You know...now I see why I was always chosen over you. Your boring, a tease and stupid." Caroline moves back feeling defenseless towards her. "Your insecurities are showing Caroline, don't make it so obvious."

"Why are you making this so hard, to be your friend?!!!" Caroline shouts out.

Elena gets up and moves towards her. "Look at yourself, you are worried about graduation and school." Elena moves closer to her "We are dead, Caroline. We are vampires, it's so cute the way you try to hold on to it all."

Caroline pushes Elena back a little and walks over towards the window. "Klaus is not gonna wait for you to make up your mind." Elena continues, she looks at Caroline. She sees the fear in her eyes and she decides to go in for the kill. Laughing she walks up behind her. "That's what your afraid of, you think he will have his fun and then leave." Elena scoffs "Like so many others, at least people die in my life. That's how they get away from me." Sucking her teeth she leans in "People in your life...just leave."

Caroline feels a tear stream down her face. She turns to Elena "You're a bitch!" shoving her against the wall.

She heads out of the room. Sliding down the wall outside. Everything she said to her had some truth to it. Even if Caroline hated to admit it to herself.

***********************************

Matt, Damon and Stefan are all in the living room when Klaus walks in. "Oh, god!" Damon puffs out.

"No, just me." Klaus says as he walks further in. Matt looks at Stefan "He is not going in that room with Elena." Klaus turns to look at Matt, sending fear through his body.

"I could care less about Elena, she is your problem now." He says sternly.

Then he smiles when he sees her coming down the stairs. He moves towards her not giving an inch. "Caroline...I have to talk to you." He smiles. Wanting to caress her face but feels the eyes of everyone in the room. Caroline smiles at him, she falls in to his shoulder not caring about the eyes on them. Klaus is taken back by her sudden move.

"Wait...what did I miss here. Are you two..." Damon laughs " Finally wore her down, after running Tyler away."

Klaus is about to flash over to him but Caroline grabs his hand. He tilts his head looking at her and sees that she has cried. "I just want to leave." She whispers. Klaus looks at Damon "Next time." Taking her and leaving the house. Stefan stands there with a hint of concern in his eyes.

************************************

The car is silent as they pull up to the mansion. Caroline has said nothing since they left the boarding house. He is wondering whats on her mind. "Caroline...What is it?"

She looks around and turns back towards him. "Stop it..".she smiles

"Well, what I'm I doing love?" He says walking closer to her.

"That look you give me...like I'm like..." She hesitates as he moves closer. "The most alluring thing I have ever set my eyes upon, Caroline." His breath tickles her ear, sending a shiver down her spine. Caroline closes her eyes, feeling him run his thumb over her lips. He kisses her ear lobe and moves up her neck. Kissing her cheek. Caroline moans out as she grabs the nape of his neck, pulling the short dirty blonde hair.

"Klaus...Klaus..." She says fighting for breath.

"Shh..." He says looking at her lips now.

They fall into a kiss filled with passion and Caroline feels light headed and her knees buckle a little. She pulls away and moves to the other side of the room.

"What do you want from me?" She asks looking out of the window.

"Are we playing that game again." he smirks. He moves closer and wraps his arms around her waist. Caroline feels him and closes her eyes, as he moves her hair to one side. "I want you, all of you." He gives her neck a sweet kiss. Laying his head on the spot he just warmed with his kiss. "What do you want from me, Caroline?" He draws out the last part of her name.

"I want something I don't know you can give." She says softly, suddenly feeling her body cold. As she turns around. Finding his demeanor change. Klaus is pacing, because he is angry.

He stops and faces her with his jaw tight. "How do you know I can't give it to you, if you don't give me the chance?"

Just as Caroline is about to speak Rebekah walks in, "This is tense, Let me guess you told her about Hayley."

Rebekah stands there smirking at Klaus and Caroline. Klaus flashes over to her "You are hell-bent on making my life miserable." Just as he is about to finish, Caroline cuts in "What about Hayley...Klaus?" She says sternly. Her hands now on her hips.

"Leave us..." He says staring directly at Caroline.

"Don't make me have to say it again..." He says calm. Rebekah notices the tone in his voice and knows the threat is not to be taken lightly.

Caroline walks over to Klaus "What about Hayley?"

"The witches seem to think that Hayley is pregnant." He says. Uneasy with what he is about to tell her. "Caroline...I need you to trust me." He mumbles.

Caroline moves from his touch. "Just say it...Just say it!!" She yells. Tears already streaming down her face.

"They think I am the father." his eyes go down to the floor. He is afraid to look at the face of the woman he can't live without. Afraid to see her heart-break and know he is the cause.

Caroline is standing there her chest going in and out at a rapid pace. "When did this happen?"

"It was one night that's it, it meant nothing to me...Caroline." He says catching her before she runs. Caroline turns her face away from him.

"Why does this change how you feel, I..." He hesitates feeling her leave his side.

"Before I turned all I could think about was getting married and having children." Klaus is about to say something but Caroline holds her hands up "Stop...let me finish."

"It was times that I could see in my head my family, but when I woke up in that hospital alone. Everything changed, my dreams changed, my hopes changed." Caroline turns to see him standing there, tears in his eyes.

Caroline speeds pass him out of the house, in to the night air. She grabs her chest because it hurts. To many feelings are going through her mind now. She has to get away from him. She turns back to the house and speeds away in to the woods.

Klaus is still standing there numb, as the tear rolls down his cheek he whispers "I'm sorry...Caroline...I'm sorry." He goes over to the bar and grabs a bottle full of bourbon retreating to his studio. He pours himself a glass and sits down in front of the fireplace.

Rebekah crosses the entry and without thinking he moves towards her. He slams her up against the wall. "I was going to tell her. In my way." Klaus moves his hand down to her neck. Rebekah is about to speak and he takes over.

"SHUT UP!" He yells. Tilting his head to look in to her eyes "Do you know what you just did. You took the only light I have seen in centuries away." Klaus tightens his grip around her neck and turns it abruptly. Rebekah slides down the wall, as he steps over her.

"Niklaus, this will stop. You have to stop hurting this family." Elijah says.

"I don't give a damn." He seethes at his brother. Walking out of the house, so much pain he can't bear. This is why he has never loved, he can't stand the pain. He removes his jacket and runs in to the woods.

************************************

Caroline is running trying to put all of her pain behind her. She suddenly hears something and turns around only to find Stefan. "Does everyone have the same hiding place in this town." Stefan chuckles but sees the sadness in her eyes.

They walk for a while and come to a clearing sitting on the rock. Stefan finally turns to her and speaks. "I use to come here when I was a kid" He smirks. "Usually when I was mad at Damon." Caroline smiles at him and shakes her head. "I take it things did not go well with Klaus."

"I don't want to talk about that." She says. Leaning her head against his shoulder. Stefan tilts his head to meet hers. "Caroline...I want you to be happy."

"What if your scared...to be happy or to let that person make you happy." She says. Still looking out in to the clearing of trees and stars.

"If I know Caroline, I know this is more about control." Stefan raises his head and looks down. Caroline can feel his stare and looks up.

"Your dad left, your mom worked late. You had to be strong and take control at a young age" He says. "That's something that Bonnie and Elena did not have to do, they always had someone there." Stefan sighs "Look...it's time for you to let someone take care of you."

Caroline giggles "It's that simple huh." Shaking her head. "Maybe that's my fear?"

Stefan nods his head giving her a smirk "Not maybe. That is your fear."

"How was it...being with friends with Klaus?" She asks

"Strange...but that's his fear too. Control...not having it. Scared of the fall out." Stefan says looking at her. Caroline thinks back to her conversation with Elijah and everything he told her. She feels bad for running out. Him and her both hate rejection and that's what she did. She rejected him tonight, he was being honest. Maybe not in the way it came out but in his delivery.

"I like this, just two friends sharing a moment." She laughs tugging at his arm. Stefan looks at her and smiles. Then he glances over her shoulder and fear takes over. He is frozen. Caroline sees his face "Stefan." He grabs her closer "Don't move Caroline. Listen." She zones out all the sounds of nature and listens.

She hears a heavy panting laced with a snarl. "The moon is not full." She says. Then it clicks she turns to look at the wolf. Her eyes widen. Staring at the huge black wolf, bigger then Tyler had ever been. The eyes a glowing amber, then she sees the sadness. The wolf just stands there dominating the space it covers.

"Klaus..." She speaks

The wolf runs off back in to the woods. Getting lost in the endless blackness of the night. Caroline turns back around to Stefan, who is still in awe. "Let's go Caroline." Stefan grabs her by the hand and vamps back to the house. They are standing in front of her car.

"Stefan that was Klaus." She says softly.

"Are you okay...?" He asks.

Caroline smirks "Are you?" She notices how he is trembling a little. He was taken off guard by Klaus in his wolf form. No one has ever seen him like that before.

He looks down at Caroline. "Ya...ya, just a little taken."

Caroline hugs him and pulls her keys from her pocket. "Its okay..." she smiles while getting in.

She glances back and calls his name "Stefan..." He turns "Yes."

"Don't tell anyone...about what we saw." She smiles. Stefan nods his head and turns back towards the door. Smirking when he walks in.

Caroline pulls up to her house. Her mother is working late again. She enters the house and goes straight to her room. She can't wait to feel the water on her body. She peels off her clothes and heads to the bathroom.

In the shower she smiles a little thinking back to the image of Klaus in his wolf form. How commanding he was and how he still knew her. It was like when their eyes met, she knew he would not hurt her. Then she felt the sadness creep in and she moved down the wall. Caroline was not in control and that is what scared her. She was crying and holding her legs up to her chest.

Klaus is sitting in the chair against her wall, listening to her cry. He hates himself for the pain he has caused her. He looks around her room, filled with memories of the life she wanted. He smiles, he watched her and Stefan tonight. In his rage and anger he shifted and just ran. Until he heard her laugh and he could not control his self. He had to get closer.

Then as he did he could smell the honey and lavender, a scent he has come to love. He knew it was a risk, getting that close. When he is in his wolf form but he had to see her. When she turned and looks at him, he knew then. That Caroline Forbes had bewitched him. He could never hurt her even in his wolf form.

"What are you doing here?" she speaks looking at the back of his body, facing her wall of photos.

He turns and smiles "I was leaving you something, but I got caught up in your memories."

Caroline moves closer to the bed, grabbing her shorts and camisole. She says nothing and turns heading back in to the bathroom. "Don't leave" she said her back facing him.

Klaus grins and takes a seat back in the chair.

Caroline walks out of the bathroom, standing there she faces her fear.

She walks over to Klaus and takes his hand. He looks up at her.

"Tell me what your thinking." He says looking at her.

"I hate you." She says softly. Klaus gulps hard, he can't take it any longer with those three words coming from her. He stands up as Caroline falls to her knees below him. He can't look at the pain any longer.

She grabs his hand and looks up at him. " I hate you." She says once more.

Klaus bends down and grips her face. "Why...do you make me feel helpless." He says with his jaw clenched. Caroline looks up at him. He suddenly pulls her up and slams her against her door. Still holding her face "You are all I think about, I see, I want." He says.

Caroline closes her eyes and whimpers trying to loosen his grip on her. "Do you know when they told me..." He says softly but stern. "When they told me all I thought about was you." He moves one of his hands and places it on her stomach. Caroline's eyes roll back as she opens them again. He has her in a trance and she can't look away.

"I wished it was you, I cursed that it was not." He says never breaking eye contact. "When I was with her all I saw was you. How bad I wanted it to be you."

"You awoken my heart that died with me over a thousand years ago. And as bad as I want it back." He shakes his head releasing her as he turns. Tears rolling down his face "I can't...I can't take it back." He whispers.

Caroline is still stuck her feet won't move. Her mind is trying to hold her back and for the first time, she steps without thinking.

She moves towards him slowly, she laces her arms around his waist tightly. As she lays her head on his back. "I hate you cause...you stole mine." She feels him exhale and he turns in her arms.

Klaus runs his fingers over her jaw and over her soft trembling lips. He lowers his on to hers. She lets him kiss her then she pulls back.

"You know why I'm mad. Not because you slept with her. I knew the moment you told me that it meant nothing." Caroline's voice is hoarse, tears streaming down her face. "It's because she can give you something that I can't." She turns her head away, when she feels his touch.

Klaus lays his head on her forehead "No matter how much you push me away, I won't give it back. Your heart...I won't give it back." Caroline grabs the collar of his shirt.

"I am in love you...I am caught in your rapture." He breathes heavy, now looking in to her eyes.

"What do you want from me?" He questions.

Caroline stares at him intently. Klaus grabs her shoulder and says it more sternly "What do you want from me?"

"To be free, To be loved, to be needed, to be appreciated..." She closes her eyes and exhales "To never be left alone." She breaks down and releases her grip on him. She sits on the edge of the bed. Caroline has never told anyone that, not even Tyler. Those were her deepest desires.

Klaus walks over to her "I lied earlier." He says smoothly running his hands over her thighs. He is kneeling in front of her now.

Caroline places her hands over his. "What do you want from me?" She asks faintly.

"What I have always wanted but been too afraid to ask." He hesitates.

"Love me Caroline...Love me..." Klaus is struck with fear. He has never asked to be loved. Caroline takes his face in her hands, she gazes in to his eyes. Caroline leans in and kisses him.

Klaus has never tasted anything so sweet in his life then her kiss. This one was different more meaningful than the rest. He moves up and pushes her back on the bed. Caroline is feeling a fire in her like never before. She moves her hands over his chest as she tries to remove his shirt. Klaus' hands are running through her hair and down her body. He is loving every curve on her. They break from the passion and look at each other.

"I don't want it back...my heart." She says placing her hand over his heart. "And I'm not turning yours a loose either."

Klaus looks at her, and smiles. "Then you have mine and I have yours. For eternity... keep mine for eternity." He says with a sigh placing his fingers in her loose waves.

"Same..." She says as she pulls him back towards her lips.