Disclaimer: I own nothing.

AN: This is the result of a post on tumblr which included promo images for the prom episode and some minor speculation about Elena that struck me as so odd that it inspired fic.

Title/summary quote from Françoise Sagan.

Caroline stood before the full-length mirror, scrutinizing her reflection. Her hair was perfect (and it had better be after she had to drive an hour out of town to find a salon that wasn't using vervain-laced water), her make-up was flawless, her jewelry was not quite what she would have chosen but it's the best she could do on short notice to match the dress, and Klaus was lounging in her doorway.

"Breathtaking," he remarked.

Caroline's first instinct was to fist her hands in her skirt but she'd worked too hard to look this good just to ruin it now (especially on his account) so she channeled her annoyance into splaying her fingers as wide as they'd go, forcing them backward until her left index actually popped out of the socket. She winced and popped it back in, ignoring his smiling face in the mirror. She experimentally flexed the finger while she silently thanked anyone listening that her mom wasn't home yet. She didn't know how much her mom knew about her not-a-relationship with Klaus but she liked to think it was zilch and she wanted to keep it that way.

"You look even more ravishing than you did the other day."

"Which is a nice way of saying I clean up good," she said dryly.

"Which is a nice way of saying I'd prefer you without the dress actually," he countered.

Coming from him, mention of the dress brought on a knot in her gut.

"I never should have let you," she muttered.

It was her own fault really. She'd figured prom dresses were a safe enough topic to test the waters with Elena and the next thing she knew her humanity-free best friend had stolen her perfect prom dress.

With only days left before the dance she'd been forced to spend her every free moment combing the racks at every dress shop in Mystic Falls and was seriously losing hope when she felt Klaus' all-too-familiar presence behind her.

"Go away," she said, in no mood for his mind games when she was already knee-deep in her own crisis. Literally, knee-deep, by the way. This was prom season in Mystic Falls. Who in their right mind was going to wear a knee-length skirt?

"So angry today, love. Something wrong?"

"Nothing that concerns you." Furious at the whole situation, she pushed aside three dresses in quick succession, only to backtrack to take a second look at the first one.

"No," Klaus said lightly.

Caroline's grip on the plastic hanger tightened until it cracked. "No one asked you."

He stepped away and she had a split second to hope he'd gone before she heard him searching through dresses on a nearby rack.

"As someone who has spent a thousand years looking at the most beautiful women in the world," he said, "and who has a particular affection for the most beautiful woman in Mystic Falls, I think I know when a dress will flatter you." Metal clicked lightly and she heard the loose sway of fabric. "This one."

She barely bothered turning to look. It was gorgeous, a deep red with a skirt that swept elegantly to one side, but she knew every dress on that rack was way out of her price range.

"No," she said. "Elena's wearing red." Her red but he didn't need to know that she couldn't even keep her own prom dress.

Klaus didn't argue and went back to looking. Caroline did the same, praying she'd find a decent dress before she had to spend too much time with him. How did her life come to this? Vampires, witches, ancient curses, that was all fine, but standing in a dress shop with a thousand year old, evil vampire who was helping her pick out prom dresses was just surreal.

Ten minutes later Klaus was showing her a fifth dress and she still hadn't found one she could even consider on the cheap rack.

"What's wrong with this one?" Klaus demanded, clearly fed up.

Nothing. It was pink with just enough ruffles and the skirt would flow attractively when she danced.

"It's … it's too …" Caroline sighed. "It's too expensive, okay?" She wandered to the sitting area just outside the dressing rooms and sat down with a huff, knowing he'd follow. "Something came up and I … lost most of my prom budget. I know I could just compel myself a more expensive dress but …" But after having her own dress stolen it felt too much like stealing.

Klaus stood over her, the pink dress trailing on the floor beside him.

"Well that's easy enough," he said and tossed the dress onto the seat beside her.

"What?" she wondered. Klaus grabbed her hand and pulled her towards the front of the shop. "Wait! What are you doing?"

She had no delusions that her pulling slowed him down at all but he stopped and that was the important thing.

"If I'm going to buy you a dress, it will be from a much more exclusive establishment."

"Whoa! Hold up!" She lifted a hand in the universal symbol of STOP! "We have covered this. You do not buy me anything."

He smiled patronizingly at her with a slight tilt of his head. She was aware suddenly of just how close her hand was to resting on his chest and dropped it quickly.

"I owe you my life," he said softly. "The least I can do is try to ensure your prom night goes as planned."

She shook her head. "I didn't save-"

"But you were willing to," he cut in. "We both thought I was dying and you came to my aid. I'd like to repay you."

"I'd rather have Tyler," she said almost before he'd finished.

"I'm offering a dress," he countered just as quickly.

She couldn't say she was surprised but she had to try. She worried her lip as she debated her options. She didn't want to accept Klaus' help yet again, especially with something not at all supernatural, but she also didn't want to show up to her prom in a dress that was only "good enough." In the end the dream of a perfect prom won out. She looked into Klaus' smiling eyes and realized abruptly that he was staring at her lips. She snapped her mouth firmly shut and he met her gaze without a hint of shame.

"No compelling the salesgirls, no eating the salesgirls, and remember that you said you owe me so no holding this over my head later. And no telling Tyler," she added. She felt bad enough about this already, she didn't need Tyler knowing she'd accepted help from the guy who ran him out of town.

"Whatever you want, love," Klaus said and offered her his arm like they were in some period film. She'd rolled her eyes and slipped her hand through the crook of his elbow, letting him lead the way.

Caroline fingered the delicate chains of beads falling at her sides. He'd suggested this particular dress and though she'd joked about it ("What is it with you and tulle?") she couldn't help comparing every dress they looked at afterward to it. In the end she loved it more than her first dress and if she had to spend an afternoon with Klaus to get it, was that really so bad in the big scheme of things?

"What are you doing here?" she asked softly.

He took the question as an invitation to come closer. Awareness sparked up her spine as he closed the distance between them until his legs were brushing the back of her skirt.

Yes, it was so bad spending an afternoon with him, because it wasn't an afternoon spent trying to save her friend or dig a nonexistent sliver of white oak out of his back so neither of them would die, it was an afternoon spent talking and smiling and god, there had been actual laughing. Not to mention she had spent at least half the time in a state of undress. Even with a door between them, he was still just a few feet away.

He stretched his neck to look over her shoulder at her reflection.

"It seemed the only feasible way to see you in all your finery tonight," he said as he looked her over curiously. "I stretch the bounds of propriety quite a bit but even I know a man of my apparent age crashing a high school prom would raise a few eyebrows. What would your peers say?"

She rolled her eyes. What would they say? Probably the same things they said the last time he crashed a dance. It was a good thing she had an eternity stretching out before her because there was no way she'd outlive the town rumors about her and "that blond Mikaelson boy" if she only had the one lifetime.

"If you had any sense of propriety you'd realize that an invitation does not equal a welcome. Especially," she whirled away from the mirror and from him, "when I'm getting ready. What if I'd been changing?"

The breath caught in her throat and she froze on the spot. She could just feel his smirk. In a dressing room was one thing but in her house, in her bedroom would be completely different. She spun around, one finger raised like she was an overbearing school teacher.

"Do not even go there. Stop whatever sick thoughts are floating around that head of yours right now because even if I had been I am still technically with Tyler and nothing would have happened for many reasons, not the least of which being that this hair is perfect."

He smiled just wide enough that she could see the sharp points of his canines and took slow, measured steps towards her.

"I planned on dropping by, I know when prom starts, and I am a hybrid, so even though I arrived several minutes ago I could hear you still getting ready and knew the moment you zipped up the dress."

"Uh …" She gulped. "How many minutes ago? Exactly?"

He pretended to consider it, his eyes turning up towards the ceiling. "Twenty … seven or so."

Caroline groaned. That was plenty of time for him to have heard her singing along to Taylor Swift while she got ready.

Klaus laced his fingers behind his back and leaned in like a little kid telling a secret. "You have a beautiful voice, by the way."

She gritted her teeth, more angry at herself for the blush on her cheeks than she was at him for intruding. She didn't sing in public often but she was always a little conceited about her voice and it was the one avenue of flattery that was sure to get under her skin. She turned her face away from him and fussed over her dress. Klaus stepped back and Caroline relaxed a little now that she had room to breathe. Outside, she heard a car roll into the driveway and quietly shut off. Her mom was home, no doubt ready to take pictures.

"I only wanted to see the finished product," Klaus said. "You really do look lovely tonight, Caroline. The dress certainly favors you but the smile on your face when I entered was worth any cost."

"Klaus," she began, slightly exasperated, but he was already gone.