the world spun. electricity crackled in the air. her brain shut down entirely.

when he finally drew back, the breath she exhaled was tremulous. her mouth was swollen and ripe; she licked her lips again, tasted him, heard a throaty hum of pleasure without realizing she herself had made the sound.

"one," he whispered.

when her knees buckled, damon did what he'd never failed to do. in a deft move, he caught her before she could simply melt to the floor.

"well. wow. shit." elena reached out a hand, groping for whatever was nearest, stumbling backward and landing with a thud on the seat of the weight machine behind her.

he had to laugh. her eyes were closed as she lifted a finger and rubbed it over her bottom lip, savoring his taste.

"did you really just say that?"

she opened her eyes then, looked at him with a dazed expression.

"huh? what?"

"shit," he repeated, brow lifting in amusement.

"did i say that?"

damon knelt in front of her, tucked a stray strand of hair behind her ear. "you okay?"

"i have no idea." she blinked, brought his face into focus. "so... so that's what it's like to kiss damon salvatore."

"hmm," he mused, studying her. "you make it sound as though you'd been wondering."

she determinedly kept her eyes on his even as she blushed. "maybe. wow. i need to sit down." she shook her head, trying to clear it.

now his smile turned into that infamous smirk. "you are sitting down."

she glanced around, a look of surprise crossing her face. "huh. good for me."

"sometimes i forget that you're so damn cute," he murmured. "the cute gets lost in all the sexy. and then you look at me like that and i just..." now he shook his head, cupped her chin in his palm and drew her forward, eyes locked on hers. "and i just have to..."

her lashes fluttered as she closed her eyes, leaned in, heart thudding erratically.

and he dropped a quick, easy kiss on the tip of her nose.

her eyes opened, registering utter bafflement.

"do that." adopting a look of total innocence, he tilted his head. "what? were you expecting something else?"

the near-brotherly kiss had her head clearing so abruptly she couldn't speak for a moment. when she did, her tone was sulky.

"you're an ass."

"i'll take that as a compliment."

she stuck her tongue out and the sight made him groan. now it was her turn to be amused, and her smile was wicked.

"are you okay?"

"nope," he answered, rising and extending a hand to help her up. she gave him a questioning look, and when his eyes met hers again, they were near violent. "i've wanted to do that for a fucking year, elena." the intensity of his gaze had her shaking, trying to mentally brace herself for the next assault, for the next devastating kiss, body hot and ready.

but he only slipped his arms around her, held her for a long moment, then took her shoulders and held her at arms length.

"you're beautiful, elena."

"you're killing me, damon."

his lips quirked. "consider it payback for a 365 days of torture."

"i never meant to torture you..."

"i know," he said softly. "that just made it worse."

"kiss me, damon."

"i can't," he told her shakily. "i really can't."

"but - what - "

"elena, if i kiss you again, i'll never stop. and i don't think you're prepared for what comes next."

suddenly furious, she shoved him. "i'm not some dewy-eyed virgin, god damn it!"

"a year, elena. a year of imagining. you have no idea what i want to do to you."

her eyes were bright and challenging. "give me an idea, then. show me."

his laugh was tinged with pain. "it's not happening, elena. not here, not now."

stunned by the rejection, her mouth opened and closed before she looked away, infuriated by the fact that her eyes were filling fast.

"i don't understand you," she managed finally, bringing her eyes back to his. despite the tears, they glinted with defiance.

"you understand me better than anyone in the world," he said softly.

her bottom lip trembled and her voice was small when she asked the question burning in her mind.

"do you... do you not want me?"

"i want you more than i want my next breath. don't ever doubt that." his eyes were very direct, unnervingly so, as he looked at her.

she bit her lip, emotion clogging her throat. "then why?"

"because i love you."

she could only stare. she knew it, always had even before he'd told her at the beginning of the summer. but hearing it now was different. the way he was watching her, eyes piercing, so serious, so focused... the look was as dizzying as his kiss.

her heart was racing again as she stepped forward, took his hand and mirrored his earlier gesture, placing his palm over her heart. "feel that?"

his breathing was ragged. he rested his brow against hers, inhaled her scent, eyes closed as his brain fought a vicious war with his body.

"i'm ready for you, damon," she whispered. "i'm ready for this."

he drew back, took her face in his hands, smiled almost sadly.

"i'm not."

and he let go, turned away. it was a lie - he was beyond ready. hell, it was taking every bit of his willpower to hold back. but damn it, he wanted to give so much more than a midday fuck on the floor of a gym that smelled of stale sweat. he wanted to give her everything.

and he would. he wasn't going to half ass this. it was too important. she was too important.

he started for the door, glanced back. she looked so small, so fragile. it only made him more determined to leave before he gave in to the animal clawing inside him.

"get some rest tonight," he said briefly. "and be up bright and early."

she didn't speak, only gave him a questioning look, keeping her eyes glued to his before they could stray to that wonderfully, devastatingly skilled mouth.

"you're training to defend yourself from a vampire, right?"

he flashed his wicked smile.

"well this vampire is at your service."

as he left the room, elena's fists clenched. she could still feel the ghost of his touch, haunting, taunting.

"obviously not," she muttered in frustration. "bastard."

in the hallway, damon grinned.