AN: Totally smutty rewrite! Prompt by petrova39 on LJ! Enjoy!

Disclaimer: I do not own 'The Vampire Diaries'.

"Stefan?" Elena called out hesitantly as she stepped into his bedroom, eyeing the empty room warily.

"Better. Me," Damon smirked as he strolled in from Stefan's en suite. Her breath hitched in her throat audibly as she took in the sight of his muscled chest and toned abs.

"You look, um..." she stuttered as he staggered towards her.

"Dashing? Gorgeous? Irresistible?" he purred, towering over her as he invaded her personal space. Elena huffed as he continued to press his body intimately against hers. With a quick shove to his bare chest, she managed to put some distance between their bodies, ignoring the tingles that shot up her arm as her skin connected with his.

"Wrecked. You look wrecked," she drawled as he shot her one of his infamous smirks.

"No reason why. Do know that I am one of Mystic Falls' most eligible bachelors?" he mused, quirking his eyebrows in her direction.

Elena rolled her eyes at his cockiness. "Huh."

"Yep."

"How are you doing?" she murmured, her expression turning concerned as he avoided her stare and walked towards the mirror.

"Never better," he quipped. "Yep. What can I do for you? I'm a barrel of favours today. It's my newfound purpose, how can I help people?"

Elena sighed at his sarcasm and rolled her eyes at his dramatics. "I'm just meeting Stefan. We're going to the fundraiser. Oh, hang on," she motioned with her finger 'one minute' as the familiar tone of her cell phone rang.

"Stefan?" she questioned. "Yep, I'm here already... No, don't do that. I'll meet you there... It's fine, really... I love you, too," she smiled, ignoring Damon's grunt of displeasure at her words.

"St. Stefan stand you up?" he mused, pulling on his black shirt with difficulty due to his protesting muscles.

"No," she refuted. "He got talking to Caroline at the Grill so there's no point in him coming back here to pick me up when I can just meet him there."

"Not afraid blondie is going to stick her claws in?" he smirked, fingering the buttons of his shirt as he tried to put them through their corresponding holes in his drunken state.

"She's not like that."

"I'd watch out if I were you. Those claws of hers are sharp, I should know, they scraped down my back enough times," he winked as Elena wrinkled her nose in disgust. "Help a guy out, will you? Can't get this," he muttered pitifully, his fingers fumbling with the buttons. Elena shook her head dejectedly but made a move towards him. Her nimble digits worked effortlessly as she tried to ignore how close their bodies were and how butterflies fluttered in her stomach at the proximity.

"So, I found out who my birth mother is," she mused in a way to distract herself, smiling softly.

"Ugh," Damon grunted, "who cares? She left you. She sucks."

Elena looked into his blue orbs, expecting to see a mocking gleam there but was startled when she saw compassion. Her mouth opened but no sound came out, she was still too startled at the humanity he was showing her. Her brown eyes soon darted towards his pink lips, as they always did when they stood together this closely. She watched entranced as his tongue darted out to wet his plump bottom lip and he pulled it between his pearly white teeth, nibbling on it softly. Damon released his flesh with a light chuckle, noticing how she immediately took a step back and lowered her eyes to the floor but not before he saw the golden specks of lust swirling in her doe eyes.

"Don't think I didn't notice that," he warned, wagging his finger at her.

"Notice w-what?" she stammered, her eyes trailing all over the room in a desperate attempt to avoid his penetrating blue gaze.

"The way you always end up staring at my lips," he punctuated, stepping closer to her until he could wrap an arm around her waist. Her breath hitched as his index finger trailed along the length of her jaw, tilting her head upwards at her chin. "You're doing it now."

Elena shook herself out of her reverie, noticing that she had in fact been staring at his lips again. "I-I should go."

"Ah, ah, ah," he smirked, tightening his arm around her waist in such a hold that wouldn't physically harm her but prevented her from leaving his embrace. "It looks like you forgot something this morning... Your necklace."

She gasped, her hand clutching desperately at the skin of her chest. "Damon, don't do anything stupid," she warned, struggling against his iron grip.

"Hmm," he mused, "that would depend on your definition of stupid. What I want you to do, Elena, is just let yourself feel." She watched on helplessly as his pupils dilated and the urge to obey his order took over her body. "Whatever you feel like doing right now, I want you to do. No inhibitions," he continued. He held her body up as a dazed expression crossed her face. "Elena-"

Whatever he had been about to say was cut off as Elena moulded her lips to his. He froze in shock at her forwardness before he relaxed underneath her coaxing motions. His hold on her waist became gentle instead of restricting as she arched against his muscular chest. Elena moaned into the kiss as one of his hands grasped onto her ass, lifting her off the ground slightly so he could rock his growing arousal against her core. Their lips parted as she gasped for air, her breaths becoming uneven once more as he trailed hot, open-mouthed kisses down the length of her throat.

"Damon..." she sighed in pleasure as he ran his tongue along her skin, nipping at her flesh sporadically.

"Mmm," he moaned as Elena tugged on his raven hair until she could connect their lips again. Her tongue trailed deliciously along the seam of his lips, darting into his mouth tentatively when he parted them for her. His tongue reached out to meet hers, coaxing the passion out from where it was burning just below the surface. Kitten like mewls erupted from her throat which only served to spur him on as he backed her into the nearby wall.

"God, I want you," he growled, threading his fingers through her chocolate locks. He tilted her head towards his own as he penetrated her with his gaze. "What do you want to do? Remember, no inhibitions. Take what you want." He watched in interest as Elena's pupils dilated at his words, remembering his earlier compulsion.

Elena smirked sexily at him, slowly trailing her hand down his chest until she could cup his erection through his jeans.

"Ok. Answer received... loud and clear," he breathed out shakily as her small hand massaged his arousal lightly and she nibbled on his ear lobe, her hot breath warming his ear.

"Too many clothes," he murmured, his hands unwrapping her small body from her long, black coat. The fabric dropped to the floor unceremoniously as Elena kicked it out of their way and it slid along the wooden floor. Her hands pulled on his neck as she rose onto her tip-toes so that she could kiss him hotly. She moaned at the taste of bourbon that overcame her tongue as she swept it into Damon's warm mouth. Her thoughts scattered with each stroke of his tongue against hers. She felt like she should be remembering something... Someone. But then his hand cupped her breast, his thumb brushing over her nipple and all she could think about was him. His taste. His smell. His touch. She was drowning in him... and loving every second of it.

Damon's fingers kneaded her soft flesh through the wool of her jumper, enjoying the little moans she made as he ground between her legs.

"Damon," she whispered insistently, raising her arms above her head. He followed her signal and swept her thin jumper and camisole over her head in one motion, throwing them behind him.

"Wow," he whispered in awe. His fingertips ran along the soft skin of her breasts delicately as he took in the sight of them spilling over her lacy purple bra. He groaned as his thumbs swept over her pebbled nipples that pushed against the thin fabric.

"Please," Elena whimpered, arching her back so that her breasts pushed even further into his hands. "Damon, please."

"Shh," he soothed her as his hand snaked behind her back, unclipping the clasp of her bra expertly. He trailed his fingers down the soft skin of her arms, tugging on the purple straps until her bra landed somewhere on the floor. Frankly, he didn't care where it landed because he was too enraptured by the sight of her bare breasts. Two perfect handfuls of olive flesh, topped off with dusky pink nipples that were begging for his attention. He twisted one peak between his fingers experimentally, revelling in her gasp of approval as her thighs rubbed together, trying desperately to relieve the ache that was growing there.

But then something changed. He continued his ministrations as he kissed her but softly this time. He kissed her tentatively, exploring her mouth with his tongue as he truly tasted her. A low groan rumbled in his throat as her arms snaked around his neck, pressing their chests tightly together as she curled the dark lock of hair at the nape of his neck between her fingers. He hushed her mewls of protest as he broke the contact between their lips and he trailed warm kisses along the length of her jaw and down her neck. As he reached her pulse point, the soft skin of her throat vibrated against his lips and, though the desire as a vampire to feed was there, the desire as a man to take her was even greater. Damon kissed along her chest until he reached her other nipple. He circled it with his tongue slowly, taking great pleasure in her hitched breaths and soft moans, before engulfing the peak into his warm, wet mouth.

"Oh, God," Elena moaned, grabbing at his muscular shoulders with her dainty hands in an attempt to pull him closer, if that was even possible. He continued laving her nipples until Elena became restless, wanting to give him a taste of the pleasure she was feeling. Her hands pushed against his body until his head left her chest and her hands trailed over his body experimentally. When his cerulean gaze stayed fixed on her, she slowly stepped towards him and placed a delicate kiss on his Adam's apple, shivering with delight as it bobbed underneath the soft caresses of her lips. Her fingers trailed to the buttons of his shirt, undoing the work that she had done previously as she unbuttoned them. She placed a kiss against his sternum where his heart was beating dully, her tongue darting out to taste the flesh there. She pecked her lips against his chest sporadically as her hands trailed down his abs, enjoying the sensation against her skin as they bunched beneath her touch, until she reached his belt. Her fingers worked quickly but carefully until she was able to unbutton his jeans. The loud zip echoed throughout the silent house and with a gentle shove, his jeans landed on the floor.

Elena gasped, her doe eyes darting up to meet his stare as she realised that he was naked. Impossible to resist, her eyes trailed over his bare form until they landed on his erection that stood up proudly, bobbing against his stomach. Her hand reached out subconsciously but stopped just an inch from his aching member. "Whatever you feel like doing right now, I want you to do." Damon's words came back to her, almost like a command that she couldn't ignore.

Damon groaned with relief as her small hand encircled his shaft and she gripped him tightly. His jaw clenched as she slowly began to move her hand along his erection, her thumb swiping against the slit on his head with each stroke. As she picked up speed, his moans grew louder and he threw his head back in pleasure.

"God, Elena," he groaned as she squeezed his cock, tugging at it experimentally. "Stop..." he murmured, even as he rocked his hips with her movements. Elena smiled as he grabbed onto her waist and pulled her against his side, moaning into her neck as he kissed the skin there in gratitude. She snaked her other hand down his body until she cupped his balls in her hand. Damon grunted low in his throat as her thumbs massaged him and as his body began to rock with the tremors of his orgasm, he gripped her hands tightly, halting her ministrations.

"Stop," he growled, immediately regretting his aggression as her wary eyes darted to his. "What you were doing was... great," he huffed out, trying to remember why he had stopped her in the first place, "but I want to be inside you when I cum."

Elena nodded her head in silent agreement, allowing him to back her into the wall once more. His hands tugged her jeans and panties down in one swift pull, not caring that the force of his movements caused her zip to break in two and her button to rip form its seam. He pressed his naked body against the length of hers, growling in primitive pleasure as he fit against her perfectly.

"Elena," he groaned as his finger trailed along her wet slit. "Did you enjoy jerking me off, hmm?"

Elena nodded her head frantically as he let out a husky chuckle and pushed two fingers into her core sharply. Her gasp at the intrusion soon became a moan of bliss as he curled his fingers inside her. Damon smirked as he thrust his fingers into her lazily, his thumb rubbing tantalizing circles against her clit until she came undone.

He removed his fingers from her core, licking her juices from his fingers thoroughly. "Delicious," he purred. "Now for the big finale," he boasted as his hands hooked behind her knees and he shifted her up against the wall until her legs wrapped around his hips. With a small kiss to her lips, he thrust into her molten sex, groaning as her walls immediately contracted around his member as she adjusted to the intrusion. Damon rocked his hips against Elena's, their names a prayer on each other's lips as their orgasms hurtled towards them.

"Damon!" Elena screamed as he bent his knees and thrust into her with force, managing to hit her clit with his pubic bone on entry. "Yes, yes, yes," she chanted, her hands grabbing onto his raven locks as he surged into her. Sweat formed on their bodies and they slid together easily during their coupling.

"Elena, look at me," he moaned breathily, moving one hand underneath her ass so that he could tilt her chin down with his other one. Their gazes locked as sea met soil and with one last thrust, they fell into oblivion as they screamed each other's names.

Damon felt his legs begin to wobble and slowly lowered them to the ground, sitting so that Elena straddled him as he leaned his sweaty back against the wall. She sighed in contentment and rested her forehead against his chest, breathing in his scent and now, the scent of them together. His hands found her back subconsciously as his fingers trailed along her spine in soothing motions, tangling in the sweaty curls that stuck to her skin.

A cell phone ringing broke them from their reverie as Elena scrambled off his lap in search of her coat. Her hands fluttered against the fabric until she located the device but as she looked at the screen, her heart plummeted. Stefan. Tears stung her eyes as she realised what she had done. Who she had done. Her body began to shake as a sob tore from her throat.

"Oh, God," she mumbled, turning to look at Damon. His eyes met hers and for a second, she thought she saw a hint of regret but it was gone in a flash. "What did you do to me?" she accused, her voice faltering with each word.

"Ah, ah, ah princess," he murmured sadly. "This was all your fantasy. I was just a willing participant for your dirty mind," he smirked, though it disappeared as she stared at him eerily. Her head sunk down as her shoulder shook with sobs. "Hey," he whispered as he moved towards her, ignoring the way she shrunk back from his outstretched hands. He tilted her head up towards him until their gazes locked. "You're going to forget this happened," he spoke clearly, his eyes dilating with each word as she found herself unable to look away. "You came here to find Stefan but he wasn't in and you stayed to try and talk to me because you're too god-damn compassionate. I was an ass, as usual, so you left. You're going to go home and take a shower and wash your clothes to get rid of my scent but you're going to tell Stefan that you were an idiot and spilled some soda on yourself. And finally, you're not going to take that pretty little necklace of yours off again."

"Forget this happened. Wasn't in. Compassionate. Ass. Shower. Wash clothes. Soda. Necklace." she repeated his commands in a monotone voice as her eyes held a vacant expression. He pulled on his jeans as she dressed in her clothes robotically, not sparing him another glance until she'd finished.

"God, Damon, you can be such an ass," she spat, turning on her heel and storming from the house.

Damon scowled at the floor as he heard the engine of her car fade away. He knew it was the right thing to do, but that didn't mean he had to like it. He had gotten her body but now, he found that he wanted her soul and her heart, too. His body yearned for her already but he would have to repress it until she was ready to fully accept him.

She couldn't remember. She wouldn't remember. Her broken jeans would be a mystery, some problem with the washing machine she would presume. Her body's desire for his would be misconstrued as a silly attraction that would fade with time. And the gaze they had shared as they came together would remain a figment of her imagination that haunted her at night.

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