Ben had been afraid before; he would even say he had been scared shitless. Nothing he had felt before could compare to the bone-deep terror that ran almost paralyzed him when the man before him introduced himself.

The man's smile should have been charming, but there was something in his eyes that reminded Ben of the time he'd been out camping and come face-to-face with a bobcat. He had seen that it viewed him as prey; possibly its next meal. At the last minute something had spooked the bobcat off, but this time? With that same feeling wrapping itself coldly around his guts, he wasn't so he was going to survive. As Klaus –Who's Klaus and why is he going to kill everyone?—wrapped an arm around his shoulders and led him further into the room like they were old buddies, the feeling stayed with him and nearly caused him to forget about the other two people in the room.

"Re-introduce yourself…"

Ben's nearly inaudible whisper drew a questioning look from Klaus, so he clarified, "You said you needed to re-introduce yourself. I've never met you before."

His answer was met with an indulgent smile.

"No, Benjamin, you don't remember meeting me. We actually met behind your former place of employment. I… encouraged you to find a reason to leave town and meet me here. I also encouraged you not to remember."

While Ben wasn't a genius, he was smart enough to connect the dots, "You compelled me. But, vampires can't compel other vampires so… How did you compel me?"

Klaus's grin was full of pride and mischief; the grin the devil gives you right before he explains exactly how you got screwed over in your deal with him.

"You're right, vampires can't normally compel other vampires. I, however, am not your run of the mill vampire. I'm something more than a bit different."

It took a second for him to realize that they had neared the table. With a gesture from Klaus, the man seated there moved to the other chair.

"This is Maddox, a very useful friend of mine. Of course the lovely young lady you followed in here is Greta who is also a very useful friend of mine. Why don't you have a seat, and we'll see if you can become a very useful friend of mine."

He was almost too distracted by the dread forming in the pit of his stomach to pay attention to Klaus as he told the woman, Greta, to take Ben's keys and get his stuff from the car. He was still only half paying attention when Klaus then retrieved a notepad and pen from the nightstand and slide it across the table to Maddox. His attention was fully on Klaus, however, when he sat down in front of Ben with an almost blank expression on his face.

"Normally, I'd start this off nice and easy, just to see if you're willing to cooperate. However, you are young and scared. Young, scared vampires tend to do stupid things, and I don't have the patience for that today."

And with that, Klaus looked directly into Ben's eyes. "You are going to be calm and you are no longer going to be afraid. You will answer every question I ask you honestly."

Ben had been compelled as a human. As willing and eager as he had been to become a vampire, he'd still had the normal reaction when Anna first revealed she was one. Anna had compelled the memory of the experience completely away and ensured he'd be calmer and more accepting the next time she brought it up. He hadn't remembered any of it until he had been turned and the memories all came rushing back to him, but he did know the feeling of being compelled. In the back of his mind, he had to wonder if he'd remember this meeting or even the meeting behind the Grill.

He felt perfectly relaxed; all traces of the fear he had felt when he first came into the motel room were gone. As he watched Klaus lounge back on one elbow –still with that near-blank expression—he could only hope that he managed to either prove himself useful or, at the very least, not useless enough to kill.

The first question seemed easy enough: give me a list of all the vampires that you know of in Mystic Falls. Maddox took down all the names as he started with Anna –simply because she was the first vampire he'd known. After that, it was easy to list off Pearl –Klaus seemed to recognize the name—and Harper, Stefan and his friend Lexi, and even the vampire in the cellar that no one talked about. Sometime while he was rattling off those names, Greta came back in with his belongings.

He had told Klaus all the names he knew save one. Part of him fought hard against saying Caroline's name. The struggle must have been obvious because Klaus sat up and suddenly looked very interested.

"Now, Benjamin, you don't strike me as the loyal type. Who is it you're trying to protect, and why?"

When he didn't answer right away, Klaus leaned forward and again looked directly into his eyes.

"What name are you trying not to say?"

He felt the other vampire's will wash over him and couldn't stop himself from answering in a wooden tone, "Caroline Forbes."

"Tell me, mate, what has you struggling so hard to protect this girl? Do you, perchance, happen to be carrying a bit of a torch for her?"

"No. She just went out of her way to help me. To show me how to make it as a vampire even though she hasn't been doing it any longer than me."

There was a large part of Ben that was relieved that he hadn't been harboring a secret thing for the little blonde cheerleader. He liked her well enough, but he had a feeling that a relationship with her could get more intense then he could handle. She just didn't strike him as a casual kind of person, not in the least.

After that, Klaus asked about who the witches in town were and if he knew about any human elements involved in supernatural business. He seemed to find it really amusing that the sheriff who was involved also happened to be Caroline's mother. After a bit he seemed to lose interest in the roll call. He tilted his head and changed his tone, for all the world acting as if they were in the middle of a friendly conversation.

"When I talked to you in Mystic Falls, you said that I wasn't supposed to be there already. Tell me, how did you know I was coming?"

For a split second he debated trying to find a way out of answering. He quickly gave up the idea, however. Klaus would know he was fighting the compulsion and simply force it out of him anyway. He had been right when he said Ben wasn't the loyal type; it just wasn't in him. He had spent any amount of bravery and selflessness he had on trying to keep from revealing Caroline's name. He just hoped that anything he said wouldn't get her hurt. Or worse.

"I overheard them talking, planning for what they would do when you showed up. Planning for what to do before then."

A self-satisfied smirk made its way onto the older vampire's face. Apparently, he liked when people made a big deal over him.

"And what does Pearl plan to do about my arrival?"

If Ben were a better vampire—man, whatever—he would at least hesitate to correct the assumption that Pearl was in charge. However, he had never been that guy.

"It's not Pearl making the plans. It's Caroline."

The laugh from Klaus was cruel and biting and his tone was condescending when he asked, "You expect me to believe that some freshly turned vampire is running the show?"

He wasn't sure if it was indignation at the slight on Caroline or his being offended that his judgment was called into question that made him start spilling everything he could in order to convince Klaus.

"When they first confronted me and Anna, they made it seem like the old witch was in charge. It was like something out of a supernatural Godfather or something when they showed up at the motel. But as soon as they helped get Harper and Anna's mom out of the tomb, suddenly Caroline's telling them what's going on, making all the deals, giving the go-ahead on all the decisions. In fact, it's Caroline who explained to me who you are."

At this Klaus looked very interested. The man definitely seemed to like having his ego stroked.

"And who exactly did Miss Forbes say I am?"

He could clearly picture the conversation, the elaborate explanation that Caroline had made that clearly was designed to try and downplay how dangerous the situation was. He could even see the expression on Pearl's face that showed how truly intimidated she was by Klaus –definitely impressive given how very badass the lady herself came off. He didn't think he could find a way to say all that and get across what Caroline had clearly not been saying; that Klaus might actually be the devil. He could, however, latch onto the one thing she said that got across how dangerous the guy in front of him was.

"Keyser Söze."

While Klaus clearly didn't get the reference, Maddox's snort of amusement indicated that he did.

"Who is Keyser Söze?"

It was self-preservation alone that kept Ben from laughing at Klaus's unintended movie quotation. Maddox, however, clearly had no desire to live given his immediate and full-out laughter.

"He was some crippled con-artist in a movie."

Ben had his priorities. Really, he did. However, he wasn't going to let Maddox's obvious stupidity lead Klaus to believe that Caroline –and by extension he—had somehow insulted him. He couldn't help the small eye roll as he turned a glare on the guy –definitely a dick—though.

"Did you even bother to watch the damn movie, dickhead?"

Turning back to Klaus, Ben let himself get lost in the explanation in order to stem the river of fear that started running in his veins at the now-cold look on his face.

"Keyser was a criminal legend, a… a myth in the movie. Aside from the people who'd directly dealt with him, most didn't think he was anything more than a fairy tale. Basically, he was a puppet master that always found a way to get those who crossed him, and he manage to do it without anyone realizing he was even involved until it was too late, if at all.

"The 'crippled con-artist' this idiot was talking about was just a disguise he used through the movie so that no one would know that he was there and running the whole thing. After all, whose gonna believe the small-time crippled guy who talks too much is the one who's pulling all their strings?"

The explanation not only seemed to calm Klaus, but also seemed to make him happy.

"When dear Caroline was explaining who I was to you, did she also happen to tell you how a freshly made vampire not only hears about a supposed vampire boogeyman, but also finds out he's real?"

That was something that Ben hadn't even thought about. Caroline could be deceptively smart, lord knows she had everyone fooled who didn't look at her grades or any plans she put together, but this went beyond just being smart. She would have to be connected, and it hadn't seemed like Pearl or Anna were her connections.

"I… I never asked."

While he did seem disappointed, Klaus quickly moved onto another topic that, going by his gleeful expression and the way he rubbed his hands together with excitement, he was much more interested in.

"Now, tell me all about my doppelgänger!"

While Ben spent the day telling Klaus every detail he knew about Elena, her friends, and all their habits, Caroline spent it talking Elena out of visiting Trudie right away and into talking to Alaric.

"One, Trudie could possibly be nursing a New Year's Day hangover and, two, Alaric lives in a perpetual state of being hung over, so it wouldn't matter with him!"

Elena paused in her packing to sigh –overly dramatic, in Caroline's opinion.

"We just have today and the weekend before we have to go back to school, Caroline, and then who knows how busy we'll be. I want to do this as soon as possible."

Without waiting for a reply, she turned back to her suitcase. Trying a different tack, Caroline pulled the suitcase out from in front of Elena.

"We'll go tomorrow. We can even get an early start. But, Elena, why are you packing? It's, like, an hour and a half drive up there. You… You don't think you're going to find your mom up there waiting for you, do you?"

She could tell by the expression on her face that she was right; that was exactly what Elena had been hoping for in the back of her mind. While she knew for a fact that Isobel wasn't in Grove Hill, she couldn't just come out and say that to Elena; not without an explanation.

"Oh, sweetie. Even if your mom is up there, you two are strangers. You have to take this thing slow. Maybe a cup of coffee for now and making plans to meet up again soon."

Elena began to tear up as she turned around and slowly sat down on her bed.

"I just want this, you know? I find out that me dying is some key to breaking some curse on an old and more than likely violent vampire, and I wanted some good to balance it out."

Caroline quickly sat down next to her friend and wrapped an arm around her. As she felt Elena's head drop to her shoulder, she did her best to console her.

"I know you feel like this is some sort of 'last hope' or something, but it's not. Yes, there is a powerful and violent vampire coming to use you in a ritual, but we are working around the clock to make sure you live past that. And, while you've lost your parents, you still have Jeremy, and Jenna, and all your friends. We all love you and we're all here for you."

Leaning away from her, Caroline turned Elena by her shoulders so she could look the crying girl in the eyes.

"I get that family is important. Trust me. But she hasn't been here for the past sixteen years, while most of us have been. If she's not there, or if she doesn't want to be a part of your life for whatever reason, you still have us. Don't lose sight of that."

Elena cracked a smile through her tears and wrapped her arms around Caroline's waist, leaning in to her friend's arms even as she nodded her head in understanding.

The next morning the two girls set out for Trudie's house in Elena's SUV –minus Stefan, no matter how much he had tried to argue that he should go along with them. On the way, Caroline convinced Elena that she should go in alone, after Caroline listened closely to the house to make sure there weren't any surprises waiting for her friend of course. She told her it was because Elena deserved to have this all to herself and Elena seemed to believe her. However, as they pulled to a stop and the engine cut out, Elena proved that she wasn't letting the possibility of meeting her mom distract her from the big picture.

"You don't want to go up there with me because you think it's possible Trudie knows something about vampires. You think that, because Sheila found out about my being adopted right when she found out my being a doppelgänger, that my mom is somehow wrapped up in all this with the curse and Klaus. I think… I think you could be right, and it is best for you to stay here just in case. Just, keep an ear out for me?"

For a moment, Caroline was struck by how much Elena had to deal with. She was only a girl, and she was asked to make tough decisions and risk her life on a gamble; to put her life in other people's hands.

"Of course, Elena. If you need me, just yell and I'll… Find a way to get to you."

With an almost tearful nod, Elena stepped out and walked around the car and up to the door. Even knowing that this was the place and that Trudie did know Elena's mom, Caroline still held her breath and waited for some a sign that she was right. It didn't escape her attention that Trudie never actually invited Elena in; smart move. Elena fed her the same line about Caroline wanting her to have this all to herself when asked if her friend wanted to come in. While part of her wanted to give Elena privacy, she had promised to keep an ear out for her.

Throughout the entire conversation, she could hear the discomfort in the woman's voice. As much as she tried to play it off like she was pleased that Elena had tracked her down, something obviously had her scared. Caroline was damn sure it was Isobel as soon as she heard Elena ask if it was vervain in the tea. Of course, the creepy man walking into the middle of the street and staring at the house also clued her in.

She was stepping out the car when Elena came down the walk. Her friend was too distracted to notice the guy watching her, so Caroline decided it was best to intervene. No, nothing had happened to her last time, but that didn't mean things hadn't changed this time around somehow.

"Go around the front of the car, Elena."

She heard Elena start to ask her why, but she kept her eyes on Elena's most recent stalker.

"Just do it, Elena."

Her friend did as she was told and the man didn't start walking until they started driving off. The part of Caroline that wanted to save the world screamed at her to go back and make sure he didn't go after Trudie, but she pushed it down ruthlessly. Trudie wasn't a priority; Elena was.

Caroline managed to put Trudie out of her mind the rest of the day. Finding out that her mother had somehow convinced Lexi's boyfriend Lee to play single for the bachelor auction –and when did he even come to town?—helped on that front. That night, at the event, Lexi hung out with her as she sold raffle tickets.

"So, what's the plan Lexi? You going to buy as many tickets as you can before it gets awkward, or just stalk Lee and whoever wins him?"

Lexi did her best to appear unaffected as she said, "Lee and I trust each other. We're both too old for anything like that."

Nodding as if she agreed, Caroline hummed before asking, "So, stalking it is?"

Lexi simply held her glass up for a toast as she laughed. Honestly, it was so good to have someone to laugh and drink with, even if her drink had to be of the non-alcoholic variety. They spent most of the night like that; simply watching what was going on. For a little bit, Caroline could forget all about time traveling, curse breaking, and meeting a version of Klaus that might not be as fond of her. Not that it would be a bad thing if he wasn't.

When Lee left with the woman who had won the raffle for him, Lexi excused herself to go discreetly follow them. Caroline saw Lee look back at his girlfriend once and the look was pure love. She pushed down the spark of jealousy and let Elena pull her along to where Stefan standing by the door ready to leave.

Waiting for them outside was the creepy guy from outside Trudie's.

"I have a message for you."

Caroline could tell by the even tone and blank face that the reason he had seemed so creepy, and still did, was because he was under compulsion. She could only watch as he told Elena to stop looking, making it obvious that it was Isobel who had sent him. Regret ran through her at the idea that she could have found a better way for Elena to find out that her mother was a vampire. The regret was quickly replaced by a sense of dread as he asked if Elena understood. When he repeated it for a second time, Caroline quickly interrupted.

"Don't answer him."

Rather than answer the obvious questions, Caroline went up to the man to try and stop what she was certain was coming. Looking deep into his eyes, Caroline tried to force her will on him.

"You won't be able to deliver the message here, you need to follow her home."

Unfortunately, that didn't seem to really work as he simply looked at Elena and asked, yet again, if she understood. Maybe it was because Elena wasn't truly exposed to how cruel vampires could be, but she didn't make the connection, didn't see why Caroline had insisted that she not answer. So, when he asked again, Elena said, "Yes, I do."

She could see the tension leave the man's body with the answer, and he replied with, "Good."

Caroline turned back to Stefan to see if he thought that they'd gotten off easy and so she barely paid attention as the man said, "I'm done now."

By the time she had turned around, it was already over.

Even as she rushed to the truck alongside Elena and Stefan, she was already pushing his death into the same box as her worry over Trudie. They weren't the priority; Elena was. One day, she was going to have to unpack that box and figure out what kind of a vampire its contents made her. Picking up the man's dropped cellphone quick than the human eye, she put that thought out of her head.

While Stefan's first instinct had been to run, Caroline convinced him to stay. They hadn't done anything wrong and too many people had seen them talking with the man. He had no ID, so the police that made it to the scene easily bought into the idea that he had been harassing Elena simply because he was mentally unstable.

Later that night, sitting on Elena's bed and facing the still distraught girl, Caroline opened the man's cell phone. Navigating to the most recent calls, Caroline called the only number there. In two rings a woman answered the phone with a very calm, "Was there a problem?"

Doing her best to answer in a strong and commanding voice, Caroline replied, "Hello, Isobel. My name is Caroline, I'm a friend of Elena's. I think it's time we meet."