Caroline sat with Stefan, each with a fresh glass of Scotch in their hand.

"It's over. The Elena I knew is dead…and Damon? He might as well be dead too."

"But there's still hope Stefan, the cure. There's still a chance for her"

"I don't know anymore Caroline, how can I look at her the same knowing what she did with Damon? I lost her when I flipped the switch, I should have seen the signs before, I just gave myself the false hope that she was still holding a candle for me and I could win her back. The sire bond is an excuse, denial for what has been true all along. My weakness drove her into his arms, and I can't blame him for that. He protected her when I couldn't, he was there for her when I wasn't."

"Stefan, Elena is confused right now. She's still adjusting to being a vampire, how she feels, the impulses she has. It hasn't been that long for me, I remember the constant daily torment, maybe you don't."

"I remember"

"The difference is she may have a choice. If we find the cure, we can give her the life back she deserves and spare her from this. You can't give up hope, if you do then Damon wins."

Caroline felt a buzz at her side and quickly picked up the phone when she saw Tyler's name flash across the screen.

"Tyler?"

"Caroline! Thank god you're all right! They're all dead, every single one of them I don't know what to do, Klaus has gone off the deep end, it was all a trap"

"Tyler, slow down! What happened?" Stefan looked up at her with concern

"Haylee set us all up. Something about a sacrifice and that they needed 12, she told Klaus that I had broken the hybrids sire bond and was planning to take him down. She left them out in the open like lambs to the slaughter, and Klaus killed all of them."

"Oh my god. Tyler you have to hide, or go somewhere safe, does anyone know where he is now?"

"No."

"Come to Stefan's as fast as you can, take side roads, we'll figure out what to do"

"I love you Car"

"I love you too." Caroline lowered the phone to her side and pounded the rest of her scotch. She looked up at Stefan who was anxiously waiting for the rundown. She filled him in on everything Tyler had said while he paced back and forth in front of the fire.

"Wait, a sacrifice of 12? Where have I…? I have to call Damon." Tyler appeared in the doorway and gave Caroline a long embrace and kiss. They sat on the couch, hand in hand, until Stefan came back into the room.

"Damon's on his way. We think we have an idea what's going on here, but we'll have to hide you until we can talk some sense into Klaus. He's flown off the handle, and his retribution will be swift and unforgiving. Do you have anywhere safe you can go in the mean time?"

"Oh I don't think that will be necessary" a smooth British voice called from the hallway.

"Klaus."

"By the way, I wouldn't bother calling mommy dearest, I have a feeling she won't be picking up the phone anytime soon" an evil grin spread across Klaus' face, still smeared with the blood of his victims.

"You son of a bitch! I'll kill you!" Stefan and Caroline held Tyler back while Klaus chuckled and sauntered towards them. His expression quickly changed from amusement to cold and stoic, and he froze in place.

"You took everything I had. I'm only returning the favor"

"He was set up, that bitch Haylee is the one you should really be after!" Caroline shouted back at him while Tyler sobbed for the loss of his mother behind her.

"Ah yes, I heard. I'll deal with THAT little wolf later. But she did not work alone, did she? Who encouraged the others to break their bond? Who established himself as the alpha? Who took it upon himself to undermine his creator?"

"And you killed Carol, you took everything he has left, so you've had your revenge" Stefan protested back.

"No, not everything." Klaus breezed past them behind Tyler and sunk his fist deep within his chest. A smirk slowly spread across his face and Caroline began to shutter.

"I have a proposition for you: Caroline will stay with me in my estate and do as I wish until I deem appropriate to release her. In exchange, I will let Tyler here live. And if one of you even so much as THINKS about trying to test me, I will rip his heart out without blinking an eye."

"Caroline, NO!" Tyler shouted as Klaus twisted his fist around his heart.

"FINE! I'll do it! Just leave him alone!" with a large grin Klaus released Tyler and he fell to his hands on the floor.

"See now? That wasn't so hard was it? Oh, and Tyler lad, don't even think about trying to split town. I'll hunt you down and tear you from limb to limb, then return to slaughter the rest of your friends." Klaus held his hand out towards Caroline and smiled.

"Come on love, time to go," Caroline apologetically looked back at Tyler and then took Klaus' hand