Warnings: Spoilers from season three onwards, detailed violence at parts, sexual content in future parts, POSSIBLE character death (though I'm not certain on that one quite yet), and some explicit language.

Disclaimer: I do not own any of the characters in this story unless otherwise mentioned (meaning that I may or may not add an OC at some point). They belong to L.J. Smith, Julie Plec, and the CW. If I owned them, Klaroline would be having some fantastic sex right about now and Elena would just be gone, though I love Nina Dobrev.

**A/N: This is AU, in the sense that 1. I've altered the whole Stefan/Klaus/Rebekah 1920's farewell a bit, 2. Lexi never existed, not because I don't like her because I love her, but just for the sake of this story, 3. Klaus is already a hybrid and 4. Stefan and Damon parted on angry terms and haven't reunited (yet) since their transformation. Also, as you'll find out, Caroline comes in a little earlier than canon and has no idea who Elena or Bonnie or Matt or anyone from Mystic Falls is.

Also, this prologue mentions nothing of Klaroline YET. This serves as an introduction as to how much Stefan remembers of Klaus and Rebekah, and as to how he and Caroline will meet. The asterisk * denotes when I leave canon as based on 3x03 when Klaus recalls the 1920's. Refer here: .com (/) watch?v=1JdWtJXXr3k and remove the parenthesis and spaces.

Don't fret! Klaus and Caroline will officially meet next chapter, and a few questions will be answered. This is my first Vampire Diaries ff, as well as the first fanfiction I've written in a while. This is unbeta'ed as well. I hope you enjoy! (:

Prologue

Chicago, Illinois 1920

The shots of the gun combined with the screams of the crowd were loud and deafening to Stefan's ears as he pulled Rebekah behind the bar. He inhaled sharply as he picked up a a fallen wooden bullet from the floor before him.

"They're using wooden bullets," he muttered, glancing to a horrified Rebekah, "they know."

Her breathing hitched, before she exhaled in a sullen manner, "That means he's here." She uttered vaguely.

Stefan's eyebrow's furrowed, "Who? Who's here?" he questioned, wanting to know who was chasing after the girl he had just met, the girl that was quickly stealing his heart.

She looked back at him, and for a moment it looked as if she was about to tell him, but before she could, the sound of her brother's voice called out in a loud, urgent voice, "Rebekah! Come on, we've got to go sweetheart!"

Rebekah stared at Stefan a while longer before getting up and letting Klaus take her arm and drag her in the opposite direction. Stefan didn't waste a moment before standing up as well, confused and wanting answers from the two vampires he had met tonight. Though they were obviously upset and in a rush, they seemed calm, as if they were used to this sort of occurrence.

It all didn't sit right with Stefan and he wanted to know what the hell was going on, so he voiced the question aloud.

"Stefan…!" Rebekah started, but was rushed away by her brother who yelled at her to go. Stefan noticed that she had dropped her necklace and went to collect it but was stopped by a hand to his chest and a familiar voice saying his name. He looked up and found Klaus before him, looking dejected, "I'm sorry but the fun has to end here."

"What are you talking about?" Stefan whispered, slightly out of breath from the events.

Klaus gripped his shoulders lightly and looked Stefan straight in the eyes, his irises dilating slightly, "You must forget about Rebekah and me and until I say otherwise, you never met us, Stefan."

Stefan stared blankly back at Klaus, his own eyes dilating. Klaus, still looking dejected, gave Stefan a sincere look, "Thank you. I had forgotten what it was like to have a brother." He whispered.

Just after those words were spoken, before Stefan could blink, the Original vampire was gone, not just from the vicinity, but from Stefan's memory as well. The vampire, now left standing in the middle of the club, looked around, feeling disoriented, before glancing down at the necklace that still lie on the ground along with broken remnants of debris. He bent down and picked it up, feeling a surge of unknown emotion. Odd, he thought. It was truly an interesting piece.

Outside, an argument was taking place between the two Originals that had just fled the club.

"I don't want to run anymore, Nik, all we do is run!" she cried, looking forlorn as she softly spoke her next words, "I want to be with Stefan."

Klaus looked at her, his expression a myriad of emotions, before replying in a clipped tone, "Fine. Then choose…him or me?"

Rebekah closed her eyes, not saying a word as a lone tear slid down her face. "That's what I thought," Klaus whispered, before turning around and heading back towards the car, "get in the truck, let's go."

* Heartbroken, Rebekah followed after her brother and got into the car, not bothering to stop or smother her noiseless sobs as Klaus started the car and drove away from the club.

Every now and then, Klaus would glance at his sister, his own long dead heart aching for causing her such sorrow. But then he remembered what, or really whom exactly they were running from, and the emotion quickly dissipated. He thought quietly to himself about the relatively young vampire he met that night, the one his sister was quietly crying for.

He only hoped, for both him and his sister's sake, that they'd meet again somehow.

Los Angeles, California 1947

It was late, most likely around eleven o'clock when a young woman left the bar, giggling and promising a man another drink tomorrow. She pulled on her coat and began to make her way back to her apartment only a few blocks away.

Waiting until she was a safe distance away, Stefan emerged from his hiding spot in the shadows and stalked after her, following her swiftly as turned a corner. Turning on his charming façade, he called out to her, "Excuse me miss?"

The woman turned around, and by this time, he was just a few inches away from her. Stefan looked into her eyes, dilating his irises, "You will follow me and you will not say a word."

The woman nodded dazedly and let him take her into an alleyway, before he pushed her up against the wall and looked into her eyes again, "Do not scream." He ordered, before grabbing her chin and tilting her head to the side.

Just as he was about to bite down, he felt the wind leave his lungs as something pushed him away and against the same wall the girl was pinned to. A young woman's voice spoke, more than likely to the helpless, compelled girl on the wall, simply stating for her to "Go."

The woman complied and quickly fled the alley.

Regaining his senses, Stefan growled and pinned the young woman against the wall, using his right arm to hold her against the brick. The young woman had light blonde hair and fair skin, her white dress now wrinkled and scuffed with dirt. Her eyes were a vibrant blue-green, staring back at him with a blank expression.

He was royally pissed that some human managed to catch him off guard and take away his perfectly good meal. His face morphed and he bared his fangs at her, expecting her to scream and cry and struggle and do everything that the typical human girl did—

But she didn't. She just stood there, staring at him almost curiously as the veins in his face pulsated. He flinched as he felt a soft hand tracing the veins on his face, having not noticed her even raising her arms.

At this point, Stefan was completely confused. Most people were terrified, petrified really, at the sight of him in this state, and yet she reacted to him like a young child would to a friendly creature. Her heartbeat, from what he could hear, was slowing to a calm, serene state, and she cocked her head to the side slowly, examining him.

"Who are you?" Stefan asked, growing impatient at the young girl before him and pushing her more into the wall. She winced slightly but did not drop her hand from his face.

Suddenly, Stefan felt as if he was being wrapped in a gossamer-like haze, as the air around seemed to thicken. He gasped for air as she gently cradled his face, and he watched as events from both his human and his vampiric life played out before him. She was reading his memories. She was reading his thoughts. He wasn't sure how she was doing it, but at one point, they reached a blank wall, causing her to frown, before the events continued on afterwards, like a skip within a movie.

Finally, when they reached their current situation, she let go of his face. He fell to his knees, gasping for air and clutching his chest. The girl kneeled down and watched him carefully. Stefan looked up at her, panting, "What did you do to me? What are you? Who are you? What did you do to me?" he yelled, his voice getting progressively louder with each question.

She shushed him, putting a finger to her lips, before offering a small smile, "I'm Caroline."

A few days passed, and Stefan found himself spending more time with the girl, who's name he learned to be Caroline Forbes. According to her, she was what people called an Esper, a human born with the capabilities of telepathy. Stefan had never heard of such a thing until now, and the whole idea of it still seemed unreal to him. He voiced this opinion aloud to her, and she laughed, saying that she thought the same of vampires until she caught sight of him a few days before their meeting.

Apparently she had taken to following him around after seeing him feeding upon the wrist of another person. He quirked an eyebrow at her, telling her that such an act would get her killed. She gave him a sidelong glance over her glass of tea and replied coyly, "You didn't kill me."

He didn't bother telling her that he could have, though, because that would involve him also having to tell her that he didn't want to, either.

Over the next few days, he found himself feeding less from humans and more from blood bags, mostly at Caroline's wish, as she happened to work for the local hospital. He complained about how he preferred the warmth of the blood from the vein, and she flippantly recommended that he should microwave the blood and see if that helps and "oh, make sure it doesn't explode in microwave, it's a new invention now and I don't exactly know how to clean it".

Insufferable woman.

However, along the course of these days, he actually began to truly enjoy Caroline's company and let her come over to his dingy, initially temporary abode, choosing to ignore her disdainful comments about the apartment and allowed himself to smile again.

She soon found the necklace that he had procured in the 1920's in the speakeasy club. He had initially been angry that she had obviously rifled through his belongings, but he was soon silence as she spoke of a name that, though he did not remember, sounded extremely familiar, "Who is Rebekah?"

Evidently, through Caroline's telepathy, she could sense through objects who it belonged to and where it had last touched said owner. She recalled incidents that seemed foreign yet familiar to Stefan and frankly, made his head hurt. From there, she concluded that she must have something to do with the metal wall she had come into contact with the day they met.

For four days straight, Caroline dug into Stefan's memories until finally it seemed that she had found the key that unlocked the door that held all of the memories of that night back. Stefan had gasped for air, similar to how he did the first time she raided his mind, and tears sprang to his eyes. He was overwhelmed with emotion, with love, with heartbreak, but most of all, confusion. He demanded that they go find them that instant, but she held him back, claiming that they're probably not there anymore based on what happened that night.

Stefan threw lamps and empty picture frames and threw a giant tantrum similar to that of an angry child times a hundred before collapsing to his knees. Caroline simply held him while he cried.

It wasn't until a week and a half after that Stefan realized just how much he'd come to care for this unique girl he had met in that alleyway that one night.

He had been waiting in his apartment for her arrival, as they were suppose to talk more about Rebekah, but she was late. Normally she would come at four o'clock on the dot, but today she was late. Not just by five minutes, but by twenty. He was starting to get anxious. It wasn't until he heard a scream that he stopped his pacing.

Stefan didn't even think. He sped out of his apartment, banging it open, and ran out into the streets and into the alleyways and he found her. There were four men, beating her, pulling at her hair, and her clothes.

Stefan didn't think.

He snapped two of their necks, tore into another's neck and ripped the flesh, and ripped the heart out of the last. He panted heavily, the blood from the scum on the ground dripping from his mouth and hands, and looked down. There Caroline lay, her bright blue eyes staring at him, her breathing shallow. He kneeled before her and cradled her head, whispering her name softly like a mantra. She whispered his name softly, her breath hitching and tears falling from her eyes as blood ran from the stab wounds on her chest. She was dying. She was dying and she was going to die and she was going to leave Stefan behind and he'd already lost enough and—

Stefan didn't think.

He tore into his own wrist and brought it to her mouth, "Drink, Caroline."

Her body was weak. Blood dripped into her mouth, but she found that she could hardly swallow. Stefan squeezed his wrist and tipped her head back, trying to assist her dying body in swallowing. Caroline cried quietly, and Stefan cried with her.

"It's okay," she croaked quietly, "Stefan…it's okay."

Her breath hitched again, and then she grew quiet. Stefan stared at her limp body for a moment, and then picked her up and brought her back to his apartment.

Stefan didn't think.

New Orleans, Louisiana 2013

As the sun filtered through the blinds, Stefan sat at his desk, writing about and recounting his experiences of the 1940's in his new journal, a gift given to him on his 165th birthday. He just finished his latest entry about meeting Caroline when he heard the door to his apartment open and the familiar tap tap tap of flats walking down the hall. He smiled and looked up just as the door to his study opened. The blonde popped her head in and gave him as much of a smile as she could while her mouth was clamped on a half-full blood bag. Stefan chuckled and easily caught the blood bag she tossed to him before greeting her,

"Hello Caroline."

R&R? (: