This idea has been rattling 'round in my head for awhile now. I wanted to re-write season 3 episode 22. It was a good episode, I just felt like it wasn't /quite/ right. So here goes, enjoy!

Taking a big gulp of the tea Matt had given her, Elena grimaced.

"Wow, too much honey," a small laugh, she starts to feel not quite right.

"What can I say, I suck at tea," Matt replies, an odd lilt to his voice. She gulps more down, out of habitual politeness, failing to notice the lassitude that creeps into her limbs by degrees or the way that the colours in the room tend to run if she turns her head too fast. Those words of Matts are the last clear words she remembers.

She awakens in the dark to the coughing rumble of an engine, cheek cold where it rests on the glass. She doesn't open her eyes as she speaks, not right away.

"You drugged me," not a question in her tone; not even any anger.

"We had to, I knew you wouldn't willingly leave your house, we want you safe, Elena," Matt glances over as she shifts and looks, finally, into his eyes.

"You're right, I wouldn't have," voice flat, threads of panic seeping through as she glances at the dark trees and pale ribbon of highway. "Where are we, take me back Matt."

Matt considers his response for a few moments, always one of few words, he nonetheless is elegant in the concise way he speaks now.

"You have to make a choice, then, Elena," he shoots her a look, knowing she will not like her hand being forced this way, the ringing of her phone startling them both.

"Damon" the back lit screen seems to scream at her. She answers and her eyes close in relief once she hears that it really is his voice on the line.

"Are you alright?" She asks, brown eyes stinging tears, throat dry.

" I'm fine, for now, Alaric staked Klaus, so I guess this is probably goodbye," Damon tries to keep the bravado in his tone but almost loses it when he hears the choked click in Elena's voice.

"Don't say that, we don't know if Klaus is even your sire..." she stops talking because she knows that Klaus wouldn't lie about this.

"That's true, Elena, tell Stefan..."

"No, you'll tell him yourself, Damon, just hold that..." and her phone dies in her hand.

"Matt...Go to Damon, please, he can't be alone to die like an animal," Elena is frantic now, the choice she made, the first one she's felt /right/ about in a long time. Matt says nothing, just gives one curt nod and pushes his truck to the limit, tires eating the asphalt, dwindling the miles between her and Damon.

Damon stares at his phone in disbelief. He didn't even get to tell her he loved her. He puts the phone down and is suddenly staring into his former best friends empty eyes. Never one to back away from a challenge or cower like a weakling, Damon pastes his trademark smirk on his lips, verbiage sarcastic and harsh; himself till the bitter end.

"Hey, Evilaric, thought you would have been long gone after BarbieKlaus and her take-out coffin of burnt offerings."

"Those originals, Damon, they are quick to abandon their 'children' when the going gets tough. She was gone before I got outside."

Damon sagged a little on the inside, he knew a sliver of defeat, he was dead, dead a whole lot sooner than he thought. Suddenly bereft of self preservation, he levels a right upper-cut to Ric's jaw, knocking him away for a few precious seconds. Damon dodges most of the blows Ric aims his way, but not enough of them. He is a bloody mess within moments, blood running from his nose and the various cuts on his face; his knuckles a screaming mass of abraded skin.

Elena's voice breaks the fog and Damon renews his efforts to pin Alaric down long enough to get to Elena. He knows that Ric won't kill her outright however there is nothing to stop him from killing Damon while she watches, thus killing her another way. Damon won't be cannon fodder, won't allow Ric to damage her in that way. If he could only get to her...

...Too late, he realizes as she runs into the room, wide brown eyes finding him instantly.

"Damon..." her eyes go huge as Ric wraps his hands around Damon's neck, malignant smile pulling his lips upward, voice a low snarl.

"You get to watch me kill this, creature, this abomination, watch and learn, Elena." and as he makes to twist Damon's head off, Elena screams; a warrior queen battle cry in the echoing space that causes both men to look up at her.

Damon's blood turns to ice in his veins when he sees.

"No, christ, no..." his voice is hoarse, choked and pained.

"You wouldn't dare to..." Ric's voice cuts off on a gurgle as Elena does the unthinkable, stabbing with brutal force into her carotid, a sudden gout of crimson patters to the cement floor, a red rain that sounds very loud in the large room. She never took her eyes from Damon's flooded cerulean eyes, even as her knees buckle and she falls, Damon manages to catch her, free at last from Ric's grey lifeless fingers.

"No, no, no, no..." Damon realizes that it's his voice, broken, harsh and whimpering as he pulls the only girl he has ever truly loved into his lap to hold her, hold her as her life spills from her in red freshets to soak his jeans and puddle on the floor. The tears don't fall, not yet as he stares down into the shining bistre or her eyes.

She smiles softly up at him, the hand that cradles his pale cheek cold.

"Don't cry for me, Damon, please," her voice is a sighing breath against his wet cheeks, his tears dropping without artifice onto her neck. He crawl/slides over to the fallen Ric and pulls him onto his lap as well, cradling the two people he loves most in this world as they die, cursing his very existence, mollified somewhat by the idea that he'll soon be joining them in death.

"It's been over an hour Damon, I don't think Klaus was your sire after all," Elena whispers, her blood coming slower now, her breathing more rattled in her lungs. Damon's thoughts are bitter, yet another instance where he outlives all he cares for. He hugs her close, his forehead to hers.

"God I love you, Elena, so much, you'll never know how much loving you has changed me. You've made me whole..."he trails off, unable to articulate how he feels; he opts to show her. Gently, he slants his lips over hers, pouring everything he ever was into the glide of his mouth. She smiles against the kiss, soft words spoken on her last breath,

"I love you, Damon..."

And she is gone. Inhuman are the noises he makes as he sobs, rails and curses, clutching the lifeless, lightless corpses to his front, mere shells now of the two most precious of souls in this universe.

Damon doesn't know how long he sits there in the pool of congealing blood. He just knows that he can't quite let go, can't quite face the reality of his life from this broken moment on. He will tell Stefan but not yet, right now is all he has left with the girl he loves; bleak though this moment is. He pulled the knife from her long ago, cradling her, finally just stroking his fingers through her chestnut tresses.

It's as he is staring off into the empty space of the room that her harsh gasping breath of consciousness startles him; unable to believe his ears, he casts his eyes downward. He takes in the now shining brown of her open eyes, the irregular tick of her intermittent pulse, the heave of her chest as she takes in oxygen and the terrified confusion that melts off of her as she catches his gaze.

"Damon...?"

And he knows now, that /everything/ has changed.