Klaus was gone but, Elena knew he was still therein Mystic Falls, she knew it but didn't know how. Now she and Damon had to figure out a way to kill him because as soon as he would get a chance he would come after them or worse- there was only one name that came to her mind-Damon, She had to protect Damon, if she lost him then she wouldn't have anyone and she couldn't let that happen. In the early hours of the breaking dawn she wracked her brain for the answer of just how in the hell the plan could have gone so horribly wrong.

Meanwhile, Damon was back at the Salvatore house, doing what he did best in times of destruction, -drinking- his favorite Bourbon and angrily wondering why the hell Stefan decided to screw up their entire plan to kill Klaus. They had him, Damon had him!

"God damn it! Why? Stefan, why the hell do you always have to get in my way?" He furiously thought. "His humanity has gone south of nowhere so why did he do it? Was it his loyalty to Klaus or was it because he didn't want his big brother to take all the glory in killing the King hybrid, no that's stupid Stefan doesn't care about glory at least "Reel it all in, bunny eating Stefan" didn't care about it but what about the "Ripper Stefan"… Damon let the idea as furious and dangerous as it was melt away in the utter silence of the boardinghouse… then just for a moment he sent out one probing thought…"Brother wherever you are I promise you this, if Elena dies because of your intruding mistake I will never forgive you…"

"Jer come on we have to get to school, even though Ric is here doesn't mean he is going to babysit us, now come on get up!" She said in an irritated voice "Jeremy this the last time I am going to tell you, now get up! I am leaving in five min..."

He cut her off saying "Damn ok Elena, I get it, I'm getting ready geez" he mumbled "If only you would put all your effort into showing Damon the way you feel about him instead of bitching at me then maybe you guys would get somewhere …"

"What'd you say Jer?" She yelled from down stairs.

"Nothing Elena, don't worry about it…" He yelled back.

What was up with him lately, she knew that his whole break up with Bonnie did not go well at all, but lately she didn't know, he just seemed to be in a major withdrawal from everything.

"I just hope he doesn't start doing the things he did when Vickie died…"she shook her head and banished the thought."I won't let that happen to him again." She promised herself.

Later on at school Elena bumps into Caroline and asks her about the Homecoming party at Tyler's house…

"Hey Caroline how was homecoming?"

"What do you mean 'how was homecoming' I thought you were there, wait you were there I saw you once drinking with Matt?" Caroline said questioningly.

"I was? I mean yeah I was, but I just meant how was your time at homecoming, did you have fun?" Elena had forgotten to come up with her cover story about her time at homecoming with Matt.

"Well Elena I really couldn't tell you because I wasn't there for most of it!" She replied frustrated.

"What do you mean you weren't there whe..."

Caroline cut her off "Yeah Tyler drugged me with vervain to "keep me safe" because something was going down with Klaus and when I woke up at my house I had no idea what the heck was going on and I couldn't call anybody because I couldn't find my purse, then hours later Tyler shows up at my house with apologies written all over his face and I was so raging mad, then he explained that he was just trying to keep me safe and I was like awww inside my head but, then he was like' I am sired to Klaus Caroline how could you be upset that I would defend him or much less be loyal to him' and I was like well you know Tyler it's like we are on opposite sides of the coin here and I just… I just don't know if I could really ever trust you because I know that if we stay together I am always going to have to keep looking over my shoulder and I don't want to have to do that and then he was like 'so that's how it's gonna be after everything we've been through?' Then I just sat there scared and just so confused and he just got up and said 'fine' and I tried to tell him to stay but the words wouldn't come out and he looked at me saying 'I got it' and just stormed out of the house and I am so upset but, I have so many things to do here and I just… I just needed someone to talk to Elena." She said hurriedly sobbing.

"Shh I know, I know it's ok Caroline, it's gonna be ok" Elena said as she held Caroline in her arms.

After she cleaned Caroline up and sent her on her way, Elena decided to skip last period and go and see how Damon was doing. On her way over she thought about why Stefan had really messed up the plan to kill Klaus. Was it really because he was under Klaus's compulsion and was supposed to be loyal to him or was it because of something else?…Elena contemplated this all the way until she stepped onto the Salvatore porch but all of a sudden she felt anxious and butterflies in her stomach but she didn't know why…

"Well, well, well look who we have here its Miss Elena Gilbert, How can I help you today beautiful?" He said with that brilliant white side grin she loved. She decided to play along.

"Well Mr. Salvatore since you have been so kind as to ask I would like you to help me contemplate a thought I was having on the way over to see you."

"And what thought would that be?" he replied playfully

"I was thinking why Stefan stopped you from killing Klaus…"She said cautiously.

"I don't know Elena but, it wasn't because he was trying to help us in any way…"he said seriously dragging his voice into a solemn innocent tone "For our sake I just hope he knows what he's doing because if Klaus comes back to hurt you, I don't know how Elena but I will kill him, I meant it when I said No one was going to hurt you and especially not my brother."

"I know Damon" she said in a calming tone "I just can't help but think that there was some other reason that Stefan stopped you from killing Klaus, you remember what I told you right?" Elena's voice faded.

"Yes Elena, I remember" he said remembering the night he laid in bed with her. "You told me that I was the one who would help Stefan find his humanity because he loved me but, even though Elena, I don't really even know if he has ever loved me that much to even truly care." He said a little sadly.

"He did love you that much Damon and he still does, I know that for a fact because he…"Her voice wavered.

"How Elena, how do you truly know that he loved me that much, when he was on the bunny diet all he did was mope and brood, he wasn't the Stefan from 1864 and you know this, I've told you this many times before." Damon said exhaustedly

"I know Damon, I know because when he would tell me those stories, I could see the pain in his face especially when he told me about the night that he made you turn with him, because he didn't want to be alone, but when I heard that story I thought he really does care because he couldn't let you die Damon don't you see he loved you so much he couldn't even let you die…" She let her voice fade into the background and after a few silent moments he looked up at her and knew she was right.

"I know Elena, even though Stefan has gone over the edge my brother still can't let me die." He said in as a matter of fact tone.

"But even though he loves you that much would you be willing to let him go.." She said in a small whisper.

"Yes Elena I would let my brother go if it meant keeping you safe because…." He let out the breath he hadn't known he was holding in and told her everything leaving him fully exposed and vulnerable. "I love you Elena and not even my brother can come between that, I let it happen once and I won't ever let it happen again….because you brought me back from my deep end, you believed in me when no one else did, you saved me from the monster that lives within me and yes I know from time to time I tend to over indulge and I'm so very sorry for it but I…" As he finished he read her beautifully structured face that was full of rebuttal.

"Damon you don't have to apologize I know that you have to fight what you are and I'm ok with that and as for the rest of your indulging I can deal with it just don't go too overboard and no killing anyone ok?" Elena said touching his face with a small smile. She loved the feeling she felt when they touched, she felt as if all her nerves were sparked with electricity. She also loved when she felt the same response in him, as if he were answering her touch in return.

"Ok Elena I will try just for you." He said with the overwhelming feeling of joy and comfort that only she could give him. He knew how she felt, he could see it in her beautiful brown eyes, and feel it every time she touched him or he touched her but, he knew it was too soon to act on his instincts and kiss her even though he knew she wanted him to. Then she told him something he never expected.

"Thank you Damon that is all I ask and that you and I can spend some time together you know just to have fun and get away from all this vampire, werewolf, doppelganger, hybrid, ripper chaos." She said with a playfully cautious tone. Elena knew she made a clear and unmistakable emphasis on the words "you and I" and his response was something she was very anxious for.

Had he heard her correctly? He had to have, there was no mistake about what she had just said, it was very clear that she emphasized on those three little-shouldn't have been full of so much meaning but undeniably were—words. He was overjoyed and completely stunned by what she had just said to him, that he couldn't even think straight for a minute, it was until she looked at him with a questioning expression that he regained consciousness and responded to her in a way that made her heart beat race even faster than when she touched his face.

"Really Princess?" he said in his amused tone "Hmm I would have thought you would have had some major girl time planned with Blondie and that judgy little witch of ours…" He let his voice trail on awaiting her response.

"Well the girls are off having boy drama in each and every direction and they don't make me laugh as much as you do Damon." She said with a playful smile that hid her real reason of wanting to spend time with him, but she knew that Damon could see right through her teasing smile, though he would give her points for trying. Elena also lingered on the thought of him calling her "Princess", she had already heard him call her that once before but not this way, not this time, this time it was more playful and seductive than comedic and mocking. She liked it and lightly relished the thought of her being his princess, "Damon's Princess"…

He knew she liked the way he called her "Princess", he could tell right from the moment he said it. He saw the way her beautiful face glowed with pride and her dazzling doe wide eyes lit up with excitement and passion, oh how he wished he could indulge in all his fantasies of her but, he was a gentleman, he knew he wouldn't ever touch her or harm her against her will, so he quickly banished his thoughts and focused on what she had just said. Elena had said that no one made her laugh like he did which was true but, Damon knew better, he knew that wasn't the real reason she'd asked to spend time and to get away with him, but he did give her points for trying and indulged in her playful tone.

"Well it is true no one does have a sense of humor like mine and I do think it is a better idea if you stay close to me in case our destructive friends decide to come and pay us another visit…"

She quickly cut in without thinking about what she was about to say and let her emotions run wild. She didn't have to be protected but, in this case she would act like the "damsel in distress" just to be with him. "But what about us getting away?" She mildly whimpered.

Was she really whimpering? God she is so damn cute he thought.

"Well I was about to say 'but, as soon as I know it's safe I promise we will go out and get away somewhere safe ok Princess?' But, I was so rudely interrupted…" He said with a playfully teasing smirk.

She had to quickly look away because just the sight of his teasing smirk made her dizzy and not to mention, when his smoldering blue eyes stared straight into hers she felt like she was immersed in sea of passion and undeniable affection. She then realized she was practically in his lap cradled by his arms and looking up saw his stunning face, jaw line and worried expression, as soon as she made the connection she heard his voice as if he was calling her from a distance.

He had just flashed that simple side smirk he knew was deadly to every girl he'd ever used it on and Elena looked away but as she looked away something happened. He didn't know what but, her face held a dream like expression full of awe and wonder then she started to fall as if she were fainting. He picked her up as if she was as light as a feather and sat on the decorative couch by the fireplace with her in his lap cradled in his arms. Then she wasn't responding to him that's when he started to worry and called out to her.

"Elena, Elena, Elena are you ok? Elena talk to me! What's wrong?" He asked hurriedly in a worry filled tone.

"Huh? Damon?" She said dazed as if waking from a dream. "Oh sorry I was thinking too much about something" She said sheepishly innocent.

"Oh Thank God Elena" He said in a sigh of relief, and then nudged her as if to teasingly push her away from him without letting her go. "What is wrong with you? Huh? You nearly gave me a heart attack!" He said exaggeratingly loud.

She gasped at the nudge he gave her and was shocked at his tone, which made her blush and feel a little bit ashamed for daydreaming about his eyes and smirk while they were having a very intriguing conversation.

"I..I…I'm sorry, I didn't mean to." She said sadly.

"Well it's ok as long as you're here safe with me and what were you thinking so much about?" He asked her as he pulled her in to him still cradling her in his arms with curiosity and protection filling his tone.

Elena felt safe and loved in his arms, Damon's arms, as if that was the place where she truly belonged. She was coming to the realization that that's where she belonged but, would he accept her or would he just push her away? Elena knew he loved her and she loved him but, she knew that Damon would never pursue her if he knew she was still in love with Stefan. She did love Stefan but, right now Stefan was off being a ripper and he clearly could have come back to her since Klaus took away his compulsion, but he chose not to so where did that leave them? When Damon took her to Chicago Stefan clearly told her he didn't want to come home and didn't want to be found then Klaus completely took away his humanity when they returned to Mystic Falls and she was the one who told Damon that they had to let him go so did that mean it was ok to let him go? Elena fought with herself internally until she noticed Damon looking at her with another worry filled expression.

"I'm ok Damon, I'm not gonna pass out I promise, and yes I am here safe with you so don't worry ok?" She looked up at him with wonder filled reassuring eyes. "I was just thinking about life and how so many things have happened to me and to you and to…" She was going to say Stefan but, decided not to so she wouldn't ruin the moment between them. "everyone else. It's just so crazy and mind blowing you know?" Elena stopped and looked at Damon and as if for just a moment she saw pain flash across his smoldering eyes and with his next question she knew.

"Would you forget it? All of it? If you could or if you even wanted to? I could do that for you if that's what you really wanted." He said in a rather odd tone as if it hurt him to say it.

"Would I forget it? Maybe. All of it? No. Could I forget it? Not even if I tried. Do I want to? Sometimes but, then I think of you." She said solemnly sweet with a tiny smile.

He laughed. "Me? You think of me in all of this destruction, well I guess you are right to think of me, I am the one mainly involved with it all." He frowned with a pained expression.

He blames himself but, how could he? He is the one who had been trying to keep her safe not that she made it so easy but, it has always been him even when Stefan wasn't in Ripper mode, Damon was the one who would go to any length to make sure she was safe and protected, even if it meant not telling her something and going behind her back.

"No Damon, that's not why I think of you, I think of you because you have been the strongest one through it all, you've kept me safe and have risked your life for me and everyone else more times than I can count and yet you still seem to have time to make me laugh and smile when no one else can." It was the first time Elena had smiled at him with a glow he hadn't ever seen her with before.

He called it her "Petrova Glow" a glow full of power, pride and passion all rolled up into one, much like Katherine but, not that he would ever tell Elena that she might get a big head or throw something at him.

"Well if I ever need a job description you're the first person I'll call" He said jokingly "But thank you Elena…" He paused for her response.

"Damon" She laughed and nudged him softly. "What are you thanking me for?" She curiously asked.

"I'm thanking you for making my job of protecting you so extremely difficult and oh don't look at me like that you know I'm only kidding, but really Elena, thank you for being there for me as sort of my demented support system." Damon said as he flashed her, his brilliant white smile one he knew she loved by the way her eyes glittered and danced every time she saw it.

She made the cutest frowning face he had ever seen in his life, not even Katherine could pull that one off, and then she smiled right back at him with those beautiful pink lips and that gorgeous smile he loved.

"Well you're welcome and it's only a demented support system because you're the demented one" Elena said teasingly.

"Am not, it's all you Princess" He said as he turned her to face him dead on.

He smiled at her with a smile that would make any girl drop dead instantly and it practically did to Elena but, she resisted and attempted to control her breathing. Damon knew in an instant what was going on with her, but instead he continued to look at her, admiring every part of her glorious goddess like face, her doe brown eyes that danced and glittered with almost every expression, her adorable nose that wrinkled every time she made that dangerously adorable frown, her kissable pink lips that made her smile illuminate his entire soul and melt his heart, her long dark hair that whichever way she had it made her look even more beautiful than any girl Damon had ever laid eyes on, then he went on to caress and kiss her cheek…

When Damon turned her around to face him, she almost fainted and tried to focus her breathing as to not give away her sudden panic attack, but she knew Damon would sense it in a second. So when she finally turned to face him, her breathing went from calm to uncontrollable in seconds and she suddenly knew she had never seen anything more perfect in her life.

She returned the smile only to be struck in awe at his flawless features, his piercing sky blue eyes that smoldered with curiosity & affection, his seductive lips that formed his brilliant white smiles, smirks and grins that made her lose control and desire every part of him, his stunning jaw line that just made her want to smother it in kisses, his black as night hair that was set in a sexy disarray that made him look like god's image of perfection, he was by far the most beautifully gorgeous man that Elena had ever laid eyes on…

As he kissed her cheek, she put her forehead against his and stared straight into his eyes which made her dizzy until the passion and tension became too much for either of them to bear. Both tried to steady their breathing but, with much effort it failed. Wordlessly they sat there together, listening to each other's synced ragged breathing and staring into each other's eyes as if analyzing each other's view of their ever longing sexual tension.

Elena felt her blood rushing through her ears as Damon sensed it through her skin and veins, and as she seen the flicker in his eyes her heartbeat doubled its' speed. Damon's fangs grew with the recognition of her speeding heartbeat, but he knew that these feelings were not those of feeding or the urge to hunt or kill. They were those of a thirst…a thirst for passion and pleasure rather than pain.

Elena saw when his fangs formed in his perfectly structured mouth which gave her the slightest amount of fear but, Elena knew Damon. She knew Damon wouldn't hurt her, and then when he sensed her small amount of fear he finally broke their deafening silence.

"I'm not going to hurt you Elena, you know that right? You know I would never hurt you…" Damon said in a dragged ragged breath.

"I know Damon…I trust you" Elena said in a breath just as ragged as his.

From that moment on he smothered every inch of the left side of her face in kisses as she tangled herself in between his arms. He kissed everywhere from her eye line to her cheek, to her ear all the way down to her jaw line where he carefully traced the tiny pale blue veins in her neck all the way to the hollow base of her throat. That is where he found the exact center of the sweetness he desired, it was his nature to enjoy and indulge but this time he'd made an exception.

He knew she was willing to, but he promised himself he wouldn't hurt her or take any blood from her unless it was absolutely crucial.

"God what am I now a saint? Why does she do this to me? If it were any other girl I would…" He couldn't bring himself to finish the thought. Just the thought of doing what he did to other girls before Elena entered his life was unbearable. He couldn't be like that around her but, it was who he was…He knew that if he was going to continue with her this way he had to know for sure she loved him the way he loved her.

Elena could feel a change in Damon as his kisses all over the left side of her face decreased from playful desire hunger filled kisses to soft thoughtful kisses and even though she had enjoyed both she couldn't help but feel as though something was wrong with Damon. So she untangled herself from his arms and reclined back to look at his gorgeous face.

"Damon what's wrong?" She whispered with a saddened expression.

Damon stayed in complete utter silence continuing to stroke her long dark hair. Elena noticed a mixture of emotions on the display of his god like face. Ranging from anger to sadness, to guilt and confusion and she wanted to make it better but she didn't know how and from the look of it he wasn't going to tell her. So she did something she wasn't sure would get his attention because he seemed to be in a deep thought but, she thought she would give it a try.

So she undid the buttons of her winter flannel to reveal a simple black lace trimmed tank top and to her surprised he caught on to what she was doing and stared at her in what seemed like shock and awe.

"What is she doing?" He thought shocked by the Elena undressing right before him. "Does she know what she is doing to me?" He felt himself go rock hard just by the sight of her perfectly round breasts that were not two inches from where his hands had been.

Elena had seen his reaction to the simple removal of her flannel and was pleased as she felt the change within Damon.

"Wow, it really worked I can't believe it, well at least I know my powers of persuasion still work." She thought.

He finally broke the silence with his ragged breathing and raging testosterone level.

"Elena, are you trying to seduce me?" He barely managed to get out as she was caressing his face and teasing him with the immense closeness of her lips to his.

"Hmmm, that depends is it working?" She whispered seductively against the exposed skin beneath his ear.

With a slight moan he gave in and all the defenses he had put up were abruptly torn down and she knew she had won. As she kissed his neck and wound one hand in his midnight black hair, her other hand went up his shirt with the softest and slightest of touches he had ever felt that sent shivers down his spine. When he was finally able to clear his head he pulled her up so that her forehead came in contact with his once again.

Struggling to control his breathing he told her what he wanted to tell her all along, without all the drama or having to compel her or worse being on his death bed and he had hoped she would return the same answer to him, if she didn't he didn't know what he would do.

"Elena…" Damon said shakily as he stared straight into her eyes unsure and afraid of what her reaction and reply might be. "Elena…I Love you…"

She gasped in shock as if it was the first time she'd heard what Damon had just told her. She felt loved, wanted, accepted and a little bit confused. Elena stared at him in a dreamlike state, because it had just occurred to her that Damon told her he loved her and for the first time he told her he loved her without there being some end of the world reason behind it. When she came out of her dream state she saw Damon looking at her with a strange pained and angered expression not only could she see it in his eyes but all over his face as well.

Damon felt anger, hurt, rage, embarrassment and everything else in between after he heard Elena's reaction to his confession. He was so upset he noticed he wasn't even hard anymore. He couldn't believe he allowed himself to do something as stupid as this. He was half tempted to yank her off of him and just storm out of the house but he knew she would be royally pissed at him if he left without giving her an explanation…

Confused by his expression she asked "What's wrong? Why do you look like you just witnessed something horrible?"

"Because I just did…" He spit as if he had just drank arsenic.

"What are you talking about Damon?" Elena said in a hurt and slightly fearful tone.

He turned his face and pushed her hands away, not bearing to look at her to say "I just told you I…I…that I loved you and you just sat there staring at me like I was a fool."

She took his face in her hands, though he resisted she got him to look at her. She looked at him, and seen him god like and vulnerable to the core and she couldn't help but feel sad at the fact that he thought she didn't love him back.

"Damon…" She paused to find the right words to explain her demented thought process. "I know why you're upset, you think I don't love you the way you love me and you feel ashamed and stupid at the fact that you told me and you didn't get the response that you expected to get. Right?"

"Right?" She insisted.

"Yes you're right, there, are you happy now?" He said roughly.

"No, I'm not happy now." Elena said frowning.

"Well why not, you've seduced, made me tell you something I thought you might feel the same way about and you've rubbed it in my face making me tell you that you were right!" Damon yelled furiously pulling her off of him, pushing her to the edge of the couch where she almost fell flat on her face.

"NO I didn't rub anything in your face! I merely asked you if I was right about why you were upset and ok yes I seduced you so what, is it a crime? And what makes me even more unhappy and very upset is the fact that you were so quick get all defensive and angry with me when you didn't even find out my answer to what you told me now did you stop to think about that?" She yelled furiously back at him standing her ground.

He took a moment to collect himself and analyze that what she said was true, he didn't wait for her response, but to him her reaction said it all.

"Well I think your reaction said it all don't you?" He ground out.

"No I don't think so because that wasn't my answer to it, I was shocked at the fact that you told me that just out of the blue this time because last time if you can remember correctly, you were on your death bed, and for all I knew you were hallucinating and just telling me you loved me because you were dying." She retorted regretting the wound she might have just recut in his heart.

"Yes, I can remember very well thank you, and No I was not hallucinating Elena, I really do love you and if your reaction to me telling you 'I love you' wasn't your answer then what is your answer Elena?" He said walking up to her and putting his face no less than five inches in front of hers, making it impossible for her to look anywhere else but his face, and daring her to say exactly what he knew she felt deep down inside...