A/N: Here's chapter two of my three-part story! This one starts with a flashback... hopefully it's fairly obvious where that picks up. Chapter three isn't yet complete, but it's well over half-done, so hopefully I shouldn't keep you waiting too long for that.

Enjoy!

Disclaimer: I don't own TVD or its characters; all rights to their respective owners.

Damon had lived a long time and seen many things, but he had never known anything hotter than the image of Elena in a full blood-frenzy.

He'd been teaching her to feed and stay in control, a skill she appeared to master quite easily under his expert tutelage. Now, high on fresh blood, cheap alcohol and adrenaline, they were dancing at this crappy Halloween party. Or rather, Elena was dancing, while Damon gazed at her, entranced.

She flung her head back in ecstasy. Was she laughing? She tossed her hair, overwhelming him with the scent of her shampoo, and she gave him a devilish smile, her eyes glittering and dark with hunger.

He didn't know if she'd ever let herself go around him like this before. He knew she preferred to stay in control – when she lost it, she did stupid things like make out with him in seedy motels or grind him against the bathroom wall while drinking from him. But he could see this new part of her, the part he'd always known existed but hadn't seen until she'd turned, and to be honest, he loved it.

"How do you feel?" He asked her, his eyes transfixed on her mouth, the fangs, the drying blood on her lips. She looked positively sinful as she pulled him in, wrapping her arms like a vice around him and pressing her lips to his ear.

"I want more." The whispered words sent a burst of heat straight through his body and he almost groaned with desire.

He grasped her hand and glanced around, selecting a target. A pretty blonde with pale green eyes seemed to fit, and Elena nodded in answer to his silent question.

He sauntered over to the girl, feeling Elena's gaze on him, and slid in front of her. She blinked, startled, but quickly composed her face into what she thought was a seductive, controlled expression.

"You're coming with me," he told her, feeling the mind control as it took hold, and the girl willingly and silently followed him out of the main room and upstairs into an empty dorm.

She sat down on the nearest bed, running her hands over the comforter, and the door clicked closed behind Damon. He turned briefly, seeing Elena move towards them, licking her lips, the veins around her eyes darkening in anticipation.

"Patience," Damon warned and Elena let her breath out in a slow hiss as the veins disappeared. She backed away again and he slowly pulled an elastic from the girl's wrist, pulling her hair into a ponytail to get it off her neck.

"Nobody likes having hair in their food," Damon whispered. The whole thing was supposed to be a lesson for Elena… but he was allowed to have fun while he did it, right? "Is the door locked?"

Elena nodded, her eyes focused on the vein pulsating gently in their victim's neck.

"You won't scream or fight back, and you won't feel any pain." Damon waited until he was sure his compulsion had worked, running his tongue along his teeth as his impatient fangs descended. Her white, bare neck called out to him, her blood singing in her veins.

Without delaying it any further, he sank his teeth into her neck, pulling her head back by her ponytail for better access. Her blood tasted of freshness and youth, much cleaner than the stoner boy he'd had earlier. His eyes flicked up to Elena, who had her fists clenched, the black veins clear on her face once more.

"Hungry?"

It was all she needed. She launched towards them, latching onto the other side of the girl's neck, drawing deeper, more violent gulps. Her bite was messy; blood was smeared all over her face and down the girl's shirt, but neither seemed to care. Again, Damon felt his pants getting uncomfortably tight at seeing Elena like this, completely in her element, as they drank together.

Just as he thought he would have to stop her from killing the girl entirely, he felt himself flung backwards, slamming against the wall, leaving a crack in the plaster, and Elena's lips were on his. It was heady, intoxicating; her hands were everywhere – in his hair, under his shirt, on his belt buckle – and she ground her hips against his, as if she were trying to get even closer to him. Her body was pressed to his, her tongue delving into his mouth, and her hands wandered to the hem of his shirt.

Then she was gone and lifting the forgotten blonde from the bed, looking into her eyes.

"You don't remember seeing us. The bite on your neck is just a realistic Halloween costume. You've had too much to drink and you're going home to sleep it off."

The girl nodded and left in a trance. Damon was still trying to calm down, still trying to process what had just happened. Elena slowly swung the door shut behind her.

"I- um, Elena, we-" Damon stammered, but the look in her eyes tore the words from his throat and he was rendered unable to speak. Her hair was messed up – sex hair – and her fangs gleamed white under her blood-red lips, but her eyes – they were completely black with lust.

They were kissing again before he could blink and she tore his shirt from his body, ravenously taking in his body with her eyes and fingertips, as if she was committing the image to memory. She kissed him again, slowly, and then placed soft kisses down his jaw and onto his neck. She looked at him and he saw her unspoken question, giving an almost imperceptible nod.

Slowly, ever so slowly, he felt her fangs descend and scrape against the underside of his jaw and along his pulse point. She teased him for a moment with her tongue before he growled in frustration and she gave in, sinking her teeth into his throat.

The feeling was erotic as she took long, deep gulps of his blood, sending a pleasant buzz through his body and straight to his most important body parts. She gave a little moan, evidently enjoying this just as much as the first time, in the bathroom at the Grill.

She stopped, licking away the few remaining drops on his neck before they sealed closed, and then bared her neck to him expectantly. Damon could practically feel his mouth watering as he looked at her, but his own conscience sharply reprimanded him, reminding him who and where he was.

"Elena, stop," Damon commanded, swallowing hard and taking a step back. "I don't want this… to be something you'll regret."

She let out a feral snarl, upright and threatening in a flash. "I need this, Damon. I'm here and I'm ready and you're turning me down?"

"I can't, Elena. I won't be the person to take advantage of you like this."

He sadly regarded this goddess before him, still enchanted by her wild beauty and all the untamed passion and unchecked emotion in her eyes, and he knew that he couldn't have her until he had all of her. He loved her, and he wanted her for real. Not while she still belonged to his brother; not while she was confused and conflicted and close to crazy.

He saw the hurt of rejection flicker across her expression and her vampire face reverted to the same old vulnerable Elena, tears glittering in her lashes. He reached for her, pulling her close and embracing her, trying to put everything he felt for her, every word he couldn't say into the way he stroked her hair or rubbed her back while she sobbed into his shoulder.

And then she was gone and he was holding empty air, the blood and salty tears on his shirt the only reminders of the fragile, broken girl he loved.

The air had a biting chill to it, foreshadowing the imminent winter, sure to be harsher than last year. Elena wondered if it warned of other things too – of dangers to be faced; of newer, greater villains; of unbearable pain and loss.

Life had been so much simpler before death had tarnished her and left its ghostly, ominous mark. Her parents had been alive, she'd been oblivious to any and all creatures of the night, and her greatest concerns were schoolwork and cheerleading and what color she'd wear to homecoming.

Shallow, maybe, but she couldn't deny that knowledge of the world around her had brought with it suffering and bloodshed, and part of her wished she could go back and choose differently this time around and continue living her blind existence.

Tears gathered in her eyes as she knelt by her parents' grave, a single headstone bearing one date. Her finger traced the engraved words, loving parents… for how was she supposed to describe all that they were to her in a short epitaph?

Would things have been different, if they had not died? Would they have told her about her adoption, about the vampires and the council? Would Stefan ever have met her, or just passed through Mystic Falls never knowing differently? Would Damon ever have told him about the young and naïve girl in the middle of the road who bore a striking resemblance to the seductress they'd once loved?

Questions I'll never know the answers to, Elena sighed, only ever to be followed by more questions. More than anything, she wished she wasn't so alone: that her daddy could protect her from the very real monsters under her bed and that her mother could guide her through the confusing jumble of amplified feelings and thoughts in her head.

She could have been there for hours, for all she knew, but once she'd cried her fill of tears, she allowed her thoughts to wander to Damon and their interaction at the party. She hadn't spoken to him since, and she didn't know what she wanted or how he felt about the whole thing – she'd barely allowed herself to think about it, because the sheer anxiety and whirl of emotions that it dredged up caused her gut to twist up in impenetrable knots.

Her only reassuring thought was that Damon would surely feel the same way.

She knew he'd go to Alaric after the incident and indeed, merely minutes after she'd settled herself in her hiding place, she heard his drunken footsteps through the brush.

"What's new, Ric? Thought you'd be around on Halloween; apparently it's the night ghosts like to wander the earth."

Elena smiled as Damon poured a glass of bourbon and set it by Ric's grave before refilling his own glass and taking a sip.

"She kissed me."

Elena sucked in her breath and steeled herself for whatever he was about to say.

"She kissed me and it was wonderful, it was everything I ever wanted. She was so beautiful when she fed, she just embraced her vampirism; I know she never wanted it but god, she makes a good vampire."

A tingling sense of pride crept through her at that.

"We were dancing, caught up in the moment, and you'll never guess what she said, Ric. She begged me for more. The next thing I knew she was kissing me and compelling the girl to leave and ripping off my clothing and it was everything from my wildest fantasies, you know?"

If Elena closed her eyes and strained her ears, she could almost hear Ric's reproving words.

"I know, I know. Worst chaperone ever." He let out a bitter laugh and was silent for a few minutes before he spoke again. "And she drank from me again; she wanted me to drink from her. But I couldn't do it. I mean, just having her there like that was enough to drive me completely crazy but she's not mine and I couldn't bear having her and knowing how much she would hate herself for it in the morning. I know her too well for that."

The wind picked up, howling through the trees, the leaves rustling as if they whispered secrets Elena longed to know. She shivered slightly, crouching lower to the ground and hugging her arms tightly around herself in a feeble attempt to defy the bitter wind.

"It hurt so goddamned much, Ric. But I love her. I love her and I turned her down because she's not mine; she never will be mine and it just – fucking – hurts!"

In a sudden movement he flung his glass at a tree just to the left of where Elena had concealed herself and she let out a squeak of alarm as it shattered, showering her with tiny fragments of crystal.

"Elena?" Damon called out, his blue eyes searching the darkness, and she didn't wait.

She turned and ran, ran as fast as her vampire speed would allow, not stopping until she reached the sanctuary of her bedroom.

She stared at herself in the mirror, panting, her face flushed, and she knew what she had to do. It wasn't fair, it wasn't right anymore.

Stefan wasn't what she wanted anymore.

She breathed the words, the words she'd been denying for longer than she cared to admit, the five words that would change everything.

"I'm in love with Damon."

Feel free to leave a review to let me know what you thought! Thanks for reading; you guys are the best! ~ Kim