Set after Damon tells Elena, "It's right, just not right now."

"What I need to know is this…"

Damon's voice brought me out of a cloud of sleep, causing me to shake my head and shield my eyes against the light from my bedside lamp that he had apparently turned on, or maybe I had left on when I fell asleep, who knows, either way, it felt rude and intruding.

"Damon, what are you talking about? Better yet, what are you doing here – it's…" I pause to take a peek at my alarm clock which had not yet gone off, "Ugh, it's the middle of the night, or at least not really morning. Why are you here?"

I know it is useless to point out that his being in my room isn't appropriate; when was Damon ever appropriate and the night I let him spend the night and crawled into bed with him while we were recapping our efforts to set up the plot to take down Klaus, I pretty much gave up the right to object to his being here, invited or not. I sigh and push back the covers so I can sit up against my headboard, throwing him a withering look.

"What's so important that it couldn't wait until a decent hour before you came back here?"

Damon wiggles his eyebrows, "That question assumes that I ever left in the first place… where else do I have to go, Elena?"

I frown at his response and open my mouth, but before I can say anything, he continues, "Which is beside the point. What I need to know is this: why exactly you think this thing between us isn't right. I have my thoughts on the subject but I'd rather hear what you have to say. Is it because of my brother and your feelings for him or is it because of your feelings for me, keyly that you don't want what I want? If Stefan had never been around and you had met me and come to know all you know about me, would you still be hesitant to be with me?"

I swallow, shaking my head, as if that motion will do me any good. I had fallen asleep thinking about what Damon said to me before he left, how confident he'd been in his words, It is right, just not right now. But something had shaken his confidence and was uncharacteristically weighting on his mind.

"Damon, I don't know. I think it has to do with my feelings about me, whether or not I can be that person who can fall for two brothers," I close my eyes, before continuing, "Whether I can be Katherine."

His breath comes out in a hiss as I say her name. Somehow it always comes back to her, my connection to her and my determination to not be her. Round and round we go.

"Elena, I don't know how many times this needs to be said, you will never be Katherine. You are the furthest thing from her and hopefully someday you'll see that and believe it. When I look at you, she is the furthest thing from my mind," Damon offers me a half grin. "But, Katherine or not, what I want to know is if – everything and everyone aside – I could be what you want. That, at the end of the day, you'd forgive me all the things I've done; that you can look beyond who I was and be with me. Because I am who I am and I've done all the things that I've done and most of it isn't pretty. Hell, a lot of it is downright loathsome."

At some point in his rambling, he sits down on my bed, his left leg bent up at the knee so it's resting there, just inches from my own leg, a detail I'm fixated on. Despite it being the middle of the night, or bad timing, I can't help feeling the palpable desire that seems ever-present between the two of us.

I let out the breath I don't even realize I'm holding, "You have been a monster, yes. But so has Stefan and while I didn't know that when I fell in love with him, I know that now and yet… I mean, it hasn't stopped me from loving him. What has impacted my feelings for him is how he gave up, how he found it easier to shut his emotions off than feeling all the pain and guilt so he could also fight to be with me. You're not the worse brother, Damon, not by any stretch of the imagination." Slowly I reach over and put my hand on his knee, hearing Stefan's words echoing in my ears, saying I was better than both Salvatore brothers. "You're not better than me. Your past will not be the thing that keeps me from being with you. But I need to be done with Stefan, all the way done, before I can move on. It's only fair to him, and to you and me."

We're both silent as we sit there, looking at each other, unsure of what else needs to be said at this point – we're not going to resolve everything tonight. Damon's eyes lock with mine and he leans in toward me, his hand coming to rest on top of mine, our fingers twining together automatically. I'm certain he's going to kiss me again, despite what I have just said and I'm less certain about what I will do about that because I can't imagine turning away from him, don't even know that I could or want to. But I don't need to figure out my response because instead of kissing me on the lips, he turns his head and surprisingly presses his lips against my cheek, his breath tickling my ear. The gesture seems more intimate than the lip-to-lip kiss I was expecting and I shiver involuntarily. He lingers there a moment and my stupid heart races, giving me away. I can feel his face curve up into a smile and I blush, knowing that thanks to my telltale heart, he is completely aware of the effect he has on me. A little chuckle escapes his throat.

"Thanks, Elena, that's all I need to know…"