Title: Dream a Little Dream of Me

Rating: PG-13

Summary: While I'm alone and blue as can be, Dream a little dream of me. Post 3x21, Before Sunset.

Notes: And it's done! I hope everyone like sit. I hope I caught most of the errors also. I'm really tired and maybe should have given it one more read through, but I really wanted to post it tonight since the finale just aired. Hope this makes up for the bomb that dropped on TVD a little. :)

-Dream a Little Dream of Me

Stars shining bright above you
Night breezes seem to whisper "I love you"
Birds singin' in the sycamore tree
Dream a little dream of me

Say nighty-night and kiss me
Just hold me tight and tell me you'll miss me
While I'm alone and blue as can be
Dream a little dream of me

Stars fading but I linger on dear
Still craving your kiss
I'm longing to linger till dawn dear
Just saying this

Sweet dreams till sunbeams find you
Sweet dreams that leave all worries behind you
But in your dreams whatever they be
Dream a little dream of me

INSTRUMENTAL

Stars fading but I linger on dear
Still craving your kiss
I'm longing to linger till dawn dear
Just saying this

Sweet dreams till sunbeams find you
Sweet dreams that leave all worries far behind you
But in your dreams whatever they be
Dream a little dream of me

Caroline stood on the carpeted floor, glancing around at the elaborately furnished bedroom. It was large, the size of a small house even. There was a fireplace burning at one end and a large four poster bed at the other. A complete sofa set set sat between, a table and smaller end tables. All of the furniture in the room was dark chocolate brown, the colors were warm. The walls were decorated in paintings and various types of art. It was probably the most beautiful bedroom she had ever seen, and it could only belong to one person.

There were two doors, one of which most likely led to a hallway, the other possibly to a bathroom. There was another set though. The drapes over them were filmy, but Caroline could make out the lights through them and the darkened sky line. It seemed to be the most likely place that he wanted her to go. So with a deep sigh Caroline prepared herself as she reached out for the intricately carved metal knob and turned it. When she stepped out past the threshold she wasn't prepared for the scene before her.

Caroline took in a shallow, shaky breath, walking barefoot over the cobblestone balcony. The wind brushed her legs and for the first time she glanced down, noticing the light dress she wore. There was nothing extravagant about it, just a simple cotton dress. If she would have concentrated long enough she might have realized it was similar to something else she owned, but she didn't think on it that long. Instead she closed the distance between herself and the edge of the balcony in an effort to take in the entire view. Grasping a hold of the stone ledge she peered over the unfamiliar landscape. A familiar scent infiltrated her senses. It was funny how familiar she was with it now. "Where is this?" She asked softly.

"Tuscany, Italy," Klaus responded and came to stand behind her. Instead of admiring the view, he looked down to study her profile. "What you're seeing is Florence."

"It's beautiful," she whispered, forgetting herself for a moment, forgetting who she was with. "Have-have you been here."

"I own a home. You're standing on it's balcony."

Caroline swallowed, smiling to herself, enjoying the view. Then just as abruptly the spell was broken and she frowned, grasping the ledge, angry with him for doing this. "Stop this," Caroline said firmly and turned to face him. "This has got to stop. These dreams, they have to stop."

Klaus cocked his head, looking down on her curiously. "I wonder why you haven't told the witch then. I'm sure she could have done something to keep me from finding you as you sleep."

Caroline said nothing in response. In fact, she had wondered the same thing herself. Caroline should have, she should have told her friends that Klaus was aware, that he could get into their dreams. Yet he claimed it was only her, and Caroline had no doubt if he was making his presence known to anyone else they would have come forward.

"Yet you tolerate me," Klaus concluded.

"No more," she quickly, shaking her head. Caroline did her best to square her shoulder and look up into his face with a firm expression, challenging his calm facade. Yet it was difficult. Klaus couldn't easily be pushed around. Then there was her own current situation that put her at a predicament. Her bare feet put her height at a severe disadvantage. The clothes she wore were simple and from what she could tell even her hair lacked the effort she usually put into it. Glancing down she sighed and glared up at him. "The least you could have done was make me not look so simple! I bet I don't even have make up on!" It was petty and childish, but it was easier then talking about the real issue at hand. Klaus only smirked, and that infuriated her even more.

"You're reprimanding me about my poor choice in clothing? I thought you didn't appreciate my gifts?" That only seemed to anger her further. Sobering slightly, Klaus dropped the smirk and looked on her fondly. "When I saved you that night in your room you weren't in an expensive dress, you hadn't spent hours in front of a mirror attempting perfection. Some of my gifts perhaps had been superficial, but my interest in you, what I liked about you, was not."

For a moment she just stared up at him, his words sinking in. Caroline had looked her worst that night in her pajamas, sans make-up, hair knotted, sweating and an ugly infected bite on her neck. She didn't want to hear that was when he first felt something for her. "Look, I don't need this. I'm not here for your entertainment while you live out however many years in your coffin. I have enough things to deal with without being worried you are going to be popping up in my dreams."

"That's a topic I would like to inquire about," Klaus asked, this time a bit more seriously. "How are things with your vampire hunting teacher?"

His question angered her, because she knew regardless of how kind he appeared to be with her, that there was a part of him that most likely reveled in the fact that Alaric was just as much trouble as Klaus was, maybe even more so. At least when Klaus was around they weren't scared to venture out every night. "What?" She snapped. "Do you want to hear that's it's absolutely miserable? I'm sure you would love that. I'm sure you'd love to lay in your coffin gloating that while you remain safe and rotting he is trying to pick us off one by one."

"Then maybe," he growled, "your friends should have left me alive."

"Maybe you shouldn't have tried to kill Elena!" They stared at one another for a moment, a battle of wills, each with anger and fury in there eyes, each feeling more righteous then the other. Then suddenly he seemed to relax and Caroline hated that.

"Touché," he said and forced himself to calm down. "She's your friend, I understand your anger. Out of curiosity though have you ever killed anyones friend?" At that comment she looked stricken, hurt. It wasn't his intention to cause her any type of emotional pain, but he would make his point. "Even better, what of Stefan or Damon? Both currently reformed, but how many innocent people have they killed prior to even knowing me. I wouldn't dream of defending my actions to you, but keep in mind that some of your friends are guilty of taking life also."

"Is that why you're here?" She asked in a disgusted tone. "To point out that I'm hanging out with the bad crowd."

"No," he said harshly. "I'm trying to convince you to stop counting me out because of the things I've done."

Caroline shook her head and turned away from him, staring out over the balcony again. It was better then arguing with him at least. Seconds past and then minutes. Caroline refused to speak, instead wanting him to tire of her silence and leave. It seemed though she could do nothing to send him away.

"He will kill you Caroline," Klaus said softly and stepped closer to her. As he felt her back against his chest he stopped. His hands itched to reach out and touch her, but he didn't. "There is no reasoning with him, there is no deal."

"It isn't your problem," she whispered, hating that his words reminded her of the fear she felt daily.

"Perhaps, but I worry about my siblings," Klaus paused, considering his words before continuing, "and I worry about you. At least they have a chance."

Caroline wouldn't respond though. She was to tired of fighting, of running. She was to tired of arguing with him, of fighting off his advances. Caroline would no longer allow him to goad her into these elaborate dreams for his amusement and entertainment. "No more Klaus. No more dancing, no more dresses, no more scenic views."

"I'm surprised it took you that long," he said softly from behind her.

At his words she scrunched her face confusion, glad he couldn't see her reaction. He had accepted her demands way to easily.

Klaus lowered his head, bringing his lips closer to her ears, so close that blond strands tickled his face. "How about a deal then?"

"I'm not making any deals with you," she said quietly, all to aware of his proximity to her. She was also aware that she should have been pushing him away, putting distance between them.

"I'll leave you this night, never to haunt your dreams again, for a price."

Caroline snorted in disgust. "Of course. There is always a price. What Klaus?"

"One kiss."

At his words she spun around, pinning him with a glare. "Absolutely not," she said sharply. "I don't care if it is a dream. I'm with Tyler first of all, and you, you are evil."

Klaus smirked and propped his hands on the ledge, blocking her in between his arms. "Caroline, let's be honest here. While I'm well aware that part of you is disgusted with the idea of me, I'm also aware that another part of you is intrigued. And you can argue with me and tell me to get lost as many times as you like, but that doesn't change the fact that you've danced with me, that you're standing right here now instead of the opposite side of the balcony, that each time I've shown up in your dreams you've entertained me. And perhaps I'm wrong love, but I imagine that it's only now, as you realize that you've been allowing me to get close to you, that you insist I stay away."

Caroline refused to believe him, she refused to consider what he said as truth. Yet all the proof he laid at her feet made sense. Any one of her friends, Tyler or her mother, if they had seen what had transpired between her and the hybrid they would assume the same as Klaus had. They would assume that some part of Caroline wanted his attentions. The truth of it all distressed her, scared her and she knew it was clear as day in her face.

"One kiss love," he whispered softly and leaned into he, "in a dream, on a balcony in Florence, and I'll be out of your dreams forever. It's a simple price to pay."

"This isn't fair, forcing this from me," she whispered shakily. His lips were inches from her own and she backed up, hitting the ledge of the balcony and reaching behind her to grasp it with her hands for support.

"At least you have that defense," he said softly and moved forward, closing the distance between them. Their bodies touched and he heard her inhale sharply, felt her body tense against his own.

"You swear?" Her voice shook and she looked up into his darkened eyes with fear. In that moment she was very much the prey and he the predator. Klaus had her cornered, at his mercy, and she had no choice but to give up.

"On my word, one kiss and you can sleep without concern of seeing me." Klaus stopped descending though, just a breath away from her pale, pink lips, bare of the rich colors that usually adorned them. "This is my kiss though. Don't fight me, don't pull away. At the very least show me what it is you refuse to let me see. Give in just this once." Those eyes stared up at him, wide and innocent. Gone was her anger, her sharp words, her put downs and disgust. "Close your eyes."

She didn't have to, she could have left them open, but part of her thought it might have been easier to do so. That perhaps if she did close them, didn't have to see his face, it might be okay. So Caroline did as he asked and was enveloped in darkness. Gone was his face, gone were the lights of Florence. It was just her and the body pressing against her. Something touched her face, his fingers. They brushed gently across her face and then she felt his palm press against her cheek. Just as his hand slid back to gently cup the back of her head she felt his lips against her own and she squeezed the ledge she still held. If it had been real it would have crumbled under her strength, but here, in her dreams that he created, it didn't weaken. So she held onto it as he kissed her gently. It was to gentle for the man he was though. It shouldn't have been feather light, innocent touches. His lips shouldn't have been soft against her own. Yet it was sweet, and it weakened her. Closing her eyes had been a bad idea, because she didn't forget it was him, but it made it much easier to lose herself in the darkness. Without a thought, going only on instinct, Caroline gave in to her bodies demands and kissed him back.

Klaus held himself back, fought the urge to demand more of her, pull her body against his own. With only the simplest response of her lips though he was gone, wanting more. He kept it slow, fighting his urge for more. When he inched closer, pressing his lips harder against her own, her head tipped back to keep her lips against his. He brought his other hand to her cheek, cupping her face with both hands and sucked gently on her bottom lip, flicking his tongue against it.

His kisses quickened, never deepening though and she never reached out for him, only met his lips with her own. Except her body wanted more and she arched into him, pressing it against him. It was the worse thing she could have done and all her fault. Because one of his hands fell from her face and he wrapped his arm tightly around her waist, hugging her to his body. His lips pulled away from her own, and she thought for a moment he might be through, but then she felt them on her cheek, trailing over her jawline and down her neck. Caroline opened her eyes, panting as she dropped her head back, baring it for him, and stared out over the light of Florence. Again her yes fluttered shut as he sucked at the skin there, nipped at her neck almost as if he would have bit into it if he could have. For some reason the thought alone turned her on. Behind her closed lids she could see herself with Klaus, his arm around her waist and his hand buried in her hair as he pulled her head back, baring her neck to him and sinking his teeth into the skin. She wanted it. Once again she betrayed herself, whimpering in need at fantasies she shouldn't have been having. His response made her lose what last bit of will power she had left.

At the soft sound, the plea in it, the need, Klaus attacked her lips, this time forgetting his earlier promise to go slow, and deepened the kiss, thrusting his tongue into her mouth. It didn't have the affect he feared though. Her hands went to his neck, grasping it. He felt her fingers in his hair, pulling at it. As her body arched into him he yanked her against him, and he took everything he wanted from her. Klaus kissed her with all the pent up frustration of a man needing a woman. He kissed her like he'd never kissed a woman in his whole entire long life. There was no doubt in his mind then, Caroline would be his. Maybe not the next day, the next year or the next decade. Klaus knew that one day he wouldn't have to bargain for a kiss. One day Caroline wouldn't fight what was there between them. One day he'd have her to himself and really be able to show her the depth of his feelings. Today wouldn't be that day though. When she pulled her lips from his, dropping her head back he attached his own to her neck again. It was only as his eyes flickered opened that he realized something was wrong.

Caroline felt his lips still against her, felt his body tense. When she opened her eyes he was staring down into her own, confusion on his face. "What is it?" She whispered.

"What's going on?" He demanded, boring his eyes into her own, seeking an answer.

"What? I don't-?" She shook her head, not understanding him.

"The dream," he said through gritted teeth, straining to hold onto it, "it's fading."

Caroling straightened her body and let her hands slide to his shoulders. Yet she didn't let him go, for some reason feeling as if she needed his support. As she looked around she saw what he saw. The lights, the buildings, it was all a blur, losing its clarity. Turning, she looked back up at him. "I don't know. I didn't-."

Klaus gripped her hair tightly and tightened his arm around her waist, needing to hold her there with him. "Look at me," he said harshly.

His compulsion couldn't be fought. "What are you doing?" She asked, unable to look away.

"What is going on Caroline?" She shook her head, eyes not leaving his own. There was panic on her face, fear. She was telling the truth, she had no idea. "Do you trust me?"

"What?" She whispered, fear evident in her question.

"Do you trust me not to harm you?" He asked again, this time more insistent.

Caroline wanted to say no. He was Klaus, he was evil, she shouldn't trust him. Yet from the moment he'd walked into her bedroom he hadn't harmed her, and she knew, no matter how much she wanted to deny it, that he probably would never harm her. "Yes." And just as quickly as she said it she gasped, memories flashing in front of her eyes, pulled from her mind. Caroline fought it, tried to look away from Klaus, but fighting him was impossible. Then she realized what he sought, she realized why he had been in such a rush to find it. As the scene played before her, the memory coming back, her mouth fell open. "Oh god." And just like that Caroline's body rebelled against her, her knees unable to hold her. Yet Klaus didn't let her go, he held her body against his own.

"I told you to be careful," he snapped angrily, breaking the compulsion, but she didn't look away. "I told you that he would get you. Controlling my hybrids..." Klaus said in anger, rage building within him.

"I'm dying," she said softly, staring up at him in fear, clinging to him. "I'm not sleeping."

Slowly, his face sobered and he looked down on her with a measure of pity. "No love. You're lying in the middle of the forest. I'd imagine it's been hours since you were bitten and no one has found you." Those eyes, the same he remembered from her room that fateful night, blinked quickly. Tears shined in them, clung to her lashes. "Shhhhh."

"Klaus..." She pleaded, but she knew not for what.

"Do you remember, love, when you asked me if I hadn't saved your life enough times?"

"Yes," she said softly, staring up at him in confusion.

"And what did I say?" He asked her, raising her head slightly and making sure her body was secure against this own.

"Not nearly enough," Caroline repeated and he smiled gently down at her.

"Bite me," he said, but she only stared at him. "Unless you still have a wish to die."

"You're a dream," Caroline reasoned. Lights faded around her, the sky darkened. When she turned her eyes up at him again he wasn't calm. There was a quite fury on his face that startled her.

"Bite me," he growled angrily. Just when he was ready to compel her the veins in her cheeks rose, her eyes blackened, and her canines elongated. With a slight tilt of his head, baring his neck, she swooped in, sinking her teeth into his skin. He inhaled sharply, holding her against him, steeling himself against the pleasure as she clung to him, pressed her lips against his neck and sucked at it, pulling the blood from his body. Moments later she pulled away, but, instead of pulling back she rested her head onto his shoulder, breathing softly. "You'll be fine."

"I don't feel fine," she whispered, scared still.

"It was close, I regret not being able to notice it earlier," he said, frowning at his own error. For a time they stood their in silence.

"I like Florence," Caroline said wistfully with a sigh, allowing her eyes to flutter shut.

Klaus smiled, even though she couldn't see it. "There."

Not understanding, she opened her eyes again and there it was, Florence, the river, all as if it had never left.

"Before I keep up my end the bargain, I'd like to be sure you're fine." Caroline said nothing in return, so he could only assume she was okay with that. So he released her head and bent to slide his arm behind her knees.

Caroline grasped at him as he lifted her from the ground. She didn't want to relax, she didn't want to close her eyes as her head remained on his shoulder, but she did. And when he sat she didn't move. When she opened her eyes the lights of Florence stared back. "He's going to kill us," she said softly, unable to stop from voicing her fears. "I thought about leaving, but it didn't seem right."

"You should have," he responded and looked down at her face where it still rested against his shoulder. Lifting his free hand he wiped a small amount of blood from her lips, forgetting for a moment that it was a dream, and wiped it on his pants. "But I wouldn't plan your own demise just yet. Things can change in a moment. I can attest to that, I'm currently in a coffin."

"That was your own fault," Caroline reminded him, "you tried to kill my best friend." He said nothing in return, and a part of her was glad for it. She didn't want to hear him try to defend his actions. "I'd like to see Florence one day," she observed softly.

"You can. I can show you. You can stand right here on this balcony and this view will be yours." She sighed in response and he prepared himself for her denial.

"It's not going to happen, you know that."

Klaus pulled his head back slightly and pressed his hand against her cheek, cradling it as he tilted her head back so that she could look up into his own. "That I don't believe. Even now you feel something, and I have nothing but time."

"This is your last dream, and you're not exactly in a position to be seducing me," Caroline pointed out. He smiled down at her, and part of her felt like he might kiss her then. A small part of her maybe even wanted him to. His arm was around her back as he held her in his lap, his hand cradled her face and she could smell him, feel his warmth through their clothing. It was distracting and not at all unpleasant.

"I have to admit, I did slightly deceive you when we made this deal. You won't be pleased." She opened her mouth, confusion evident on her face, but he interrupted her. "No talking love," he compelled, "listen." Her eyes widened in shock, but he quickly continued. "When you wake you'll go straight home." He sobered slightly and looked down on her with a frown, regretting that there time together in her dreams was coming to an end. "Be careful Caroline." Lowering his head he brushed his lips against her forehead and looked down into her eyes again with his forehead pressed against her own. "Wake up."

Caroline sat up quickly, panting as she stared out over the forest floor. Her fight with the hybrid earlier that day rushed back to her again. Lifting her arm she glanced down at the bite, finding it already healed. Then suddenly she remembered Klaus' words and regardless of his compulsion she was ready to get the hell out of there. After snatching up her discarded purse she flew through the woods.

Back in the confines of her room Caroline collapsed back on her bed. The dream was clear as day in her mind. She could swear she still smelled him on her and as she thought of the kiss she licked her lips and stilled. The sweet taste of blood touched her tongue and she jumped up, running to her bathroom to stare in the mirror. It was there, barely visible, but it was there. The stain of Klaus' blood still tinged her lips and without thinking she pulled her bottom lip into her mouth and released it slowly. A shuddered breath escaped her body at the taste of him. It made the memories of his blood, her lips against his neck and his mouth against her own so much more clearer.

A phone began ringing, loud and insistent. Finally, shaking off thoughts of Klaus she left the bathroom and grabbed her house phone. "Hello?"

"Caroline! Where the hell have you been! I've been calling your cell all day."

Bonnie. "I uh, I couldn't find it. I'm fine. What's going on?"

"What's going on? Klaus is what's going on! He's gone Caroline. As is Rebekah. And going by the bags of blood left behind I'd assume he actually walked out."

Caroline heard nothing after that. She made some affirmative noises and hung up soon after. Slowly she sunk to the floor, staring at one of the yellow walls. The phone rang in her clutched hand. It was Tyler. She should have answered. He had probably been trying to call her too. He had to know about Klaus. Caroline should have answered, but she didn't. Not when just moments ago the hybrid had been in her dreams, not when she had willingly given into a kiss with Klaus, not when he had saved her life, again. So she let it ring.

It suddenly struck her suddenly, what he had told her before she woke. Klaus said he'd deceived her when they made the deal, that she wouldn't be happy. It was all to obvious then. Klaus knew Rebekah was coming for him, he knew he would be out of the coffin in no time. He had tricked her into kissing him. Yet he had saved her life, again. That she couldn't forget and it softened the blow of his deception, slightly.

He was out there now, somewhere, plotting something. She prayed he'd leave Elena alone. Not just for her friends sake, but it was becoming harder and harder for Caroled to forget the man he showed her. Caroline knew if he tried to take Elena, harm her friends, it wouldn't be so easy for her to consider him the epitome of all evil.

The phone rang again. Tyler. This time she did answer. She had to or else be would be at her doorstep in minutes. "Hey."

"Caroline, thank god. Are you okay? Did you hear?"

"Yea...I heard," she said softly.

"We have to leave this time Caroline. It's bad enough with Alaric, but now we have to deal with Klaus and plans for revenge."

Then something else came to her that Klaus said when she shared her concern about Alaric killing them. He'd hinted then at something changing. He had to have been referring to himself soon be free. Klaus had said not to plan her demise just yet. Klaus wouldn't hurt her, that she believed more then ever and she was quite certain he was intent on stopping Alaric. "No."

"What? Caroline-."

"No Tyler, I won't leave everyone here. I can't." She had to stay, that she knew, she wouldn't run.

She wanted to tell Tyler, she longed to. But he'd never understand. It would make no sense to him why she said nothing about Klaus appearing to her, why she let him kiss her and didn't at the very least go to her friends for help first. And Tyler would be right. There was no logical excuse for her actions. Tyler would see through her denial in the same way Klaus had. Klaus had said he didn't believe that one day she wouldn't allow herself to be with him. For the first time she feared he might be right.