A/N: To be honest at I really wanted psycho Klaus to flirt with Caroline before he became so soft and sweet to her.

So this is how I imagine it.

Caroline went back to where she left Tyler a few moments ago but he wasn't there. She called him a few times but he didn't answer. Caroline felt something was definitely wrong.

She then decided to go back to find Elena and the others, hoping Tyler was with them. But as she turned around she found herself face to face with Klaus.

She froze.

They were alone in the hall and Caroline was shocked when she saw him standing there, looking at her. She just stood still as fear filled her mind and heart.

He stared at her, smiled and said:

"Where are you going, sweetheart?"

"Where are they?" she asked, her voice cracking.

"Your friends? No worries love. They are safe. Sort of." he said.

"What did you do to them?" she tried not to sound as scared as she felt.

Klaus chuckled.

"You're Tyler's pretty little girlfriend, aren't you? What was your name again? Caroline..."

Caroline swallowed but didn't back down. Klaus' eyes glimmered.

"What do you want?" she asked.

He smiled and walked closer.

"Just gonna borrow your boyfriend for a while, for a little experiment if you don't mind."

"I do mind, actually. Stay away from Tyler or I-"

"Or what?" Klaus asked, his eyes piercing into hers, interested.

"Or I'll kill you." she said it with such intensity, Klaus would normally laugh, however with the way she looked at him, he couldn't help but be impressed with her boldness.

"You're daring."

"When the people I love are threatened, yes."

Klaus looked her up and down as he got dangerously close to her.

Caroline found herself pressed against a locker as Klaus was staring into her soul and holding her arms.

"I don't want you to interrupt my plans tonight, Caroline."

Caroline tried to push him.

"Do you know what personal space is?" she asked as she struggled against him.

He laughed cheerfully.

"You can't fight me."

Caroline stopped struggling. Klaus looked down at her face, his gaze lingering on her lips.

"And since you're too pretty to kill I suggest you behave and we'll get along nicely." his voice sounded husky.

"Let me go." Caroline hissed.

Klaus took one of her golden locks between his fingers and fondled it.

"Don't touch me." she said, both angry and scared.

He ignored her protest and kept playing with her curls for a few more seconds as he stared into her eyes. Then he leaned in closer and whispered:

"Stop me."

Caroline shivered as she felt her knees grow weak.

Klaus noticed the way her lips trembled and for a second he didn't move.

Caroline felt the dangerous tension between them.

She held her breath and hoped he didn't realize how scared she really was. But she found there was something more to what she felt. The way he held her in place, the intensity in his eyes and his breath on her neck made her dizzy.

She really wanted him to stop whatever he was doing. He seemed like he was somewhere else in his mind, as if he was thinking of completely different things while he kept her trapped between the locker and his body.

Then the shadow in his eyes grew darker and Caroline realized the way he pulled himself back, just a little further away, as if he was trying to restrain himself.

And she forgot her fear. Suddenly she felt something she's never felt before in her life and she couldn't quite place it.

Her heart raced when he almost brushed her bottom lip with his thumb but he didn't touch it. She watched his hand find her own and pull them over her head. He held her arms still and she felt his body close enough to burn her with its warmth.

"What are you doing?" she screamed when she realized what was happening.

He smiled innocently.

"Just an experiment." He said as he leaned in, his lips inches away from hers.

A/N: Waiting for reviews! Please let me know what you think so I'll continue.