A/N I would like to thank all of the wonderful people who have taken the time to not only read my work and to those wonderful people who have reviewed said work; irishmauve, DamonElena30512, Abgypig84, AlyssaIanSomerhalder, CrowX, Alyssa92, Katherine, Dani Salvatore, you all have inspired me to write and for your positive feedback. That is not to say that all of the wonderful people who have followed and favourited my story! You all are urging me to keep writing! Thank-you all! Again, this story is A/U so the people and the situations are going to be a bit different, as well when they all pop up(Klaus!). Hope you all enjoy this next chapter!

As always read, review and favourite. My extreme apologies for the lateness of this update, I have had writer's block for a title; thankfully I pushed through. Enjoy!

Love, me

Chapter. 4 Of Carnivals and Corn Dogs

Elena opened her eyes to a beam of sunlight streaming through the partially open curtains realizing two things on her waking, one, she felt like she could still run the New York marathon and two, she was currently wrapped around six feet of gorgeous vampire. She took a moment to look at him and enjoy his beauty uninterrupted. He slept on his back with his arms akimbo and his head turned to the side. He slept deeply, breaths deep and even, his raven hair mussed from sleep and the sheets pooled around his waist. She hitched in a breath at the sculpted muscles wrapping his lean torso.

" It's rude to stare, you know," Damon said quietly.

Elena blushed to the roots of her hair, covering her face. Damon propped himself up on his elbows and smirked at her.

" It's fine, Elena, I mean how could you not?" he quipped

" Oh, you are arrogant and glib, aren't you?" she said, throwing her teddy at him.

With a growl he had her pinned beneath him, holding her wrists above her head.

" And you must be terribly brave or stupid to call a vampire arrogant and glib," he replied gruffly as he bent his head and ran his lips along her collar bone. Elena sighed and gasped and moaned. She tried to move her hands and found she was pinned completely. She whimpered. She found that being held immobile like this titillated the darkest parts of her; turned her on more than any of the embarrassed fumbling her and Matt had done when they had been dating. She arched her back on a moan when he nuzzled into her neck nibbling her pulse. Her eyes flew open when she felt his fangs grazing her skin so she arched her neck and said " do it." on a whisper and a sigh. Damon moaned her name once and slid his fangs into her vein, sucking gently causing her to cry out softly as a vivid stream of colours sped behind her closed lids. She thrashed in his hands as the pleasure built and surged through her and she moaned more loudly this time. The pleasure peaked as he started to withdraw his fangs from her neck and she flew apart under him, yelling out incoherently as she panted and gasped. Damon watched her in sheer amazement and utter lust as she began to settle. He'd never seen anything so erotic in 145 years of good sex. She opened those amazing eyes of hers and smiled languidly at him, her heart still hammering erratically.

"Wow," she panted, her pupils dilated.

" Jesus, Jesus, Elena!" Damon was aroused to the point of pain. He'd heard that being bitten could be extremely pleasurable for some people but had never been witness to it himself.

" This wasn't my first rodeo," she smiled unashamedly, blushing a little.

" That I gathered the night we met, what I want to know is has what just happened ever happened when you..?" Damon asked curiously.

Elena covered her face, mortified to even be having this conversation with this sex god who was currently holding her pinned in her own bed but having it she was so she decided to own it and she replied; " Not with my ex, no, it was more of a we were both virgins and it seemed like the thing to do one night in the cab of his truck back when we were sixteen. Let's just say it takes me a lot of time and him not so much." She knew she as still three shades of red, but at least she'd said it.

" Plus, that's why Doc Johnson has such a devoted following."

Damon's mouth fell open. And then he groaned when he pictured Elena doing...

...He mentally slapped himself and looked down at her, resting his forehead to hers, he said, " you are incredible. You've managed to surprise me and that is pretty hard to do when you're me and done some of the things I've done."

" How old are you, anyway?" Elena asked looking at his eyes.

" Chronologically I'm twenty three, as of this year I am 145," Damon replied honestly.

" Wow, you must have seen a lot," Elena commented quietly.

"Too much and sometimes not enough, I almost missed meeting you you know," he reminded her.

" True, but we met and now here we are, all alone in my room..." she trailed off as she undulated her pelvis upward and locked both legs around him. He groaned his heart hammering at the look in her eyes.

" Jesus, Elena," he grated.

" What? Don't you want to?" She pouted as she slowly slanted her lips over his and nipped his bottom lip lightly.

" More than I want blood," he groaned. " But I can hear your aunt stirring, not my idea of awesome getting caught rocking your world by your aunt in your bed on a Thursday morning."

Elena pouted and then sighed. She wanted to get as much of her touching as much of him as she could; for days if she could manage it but Damon was right again.

(He seemed to always be right)

" Here, you need to heal your neck," he said as he bit his own wrist and held it out to her. She grabbed it and eagerly wrapped her mouth around the wound, sucking gently. Damon pulled her to him as he rolled them both to a sitting position and cradling her in his lap. He groaned and muttered and sighed. It just felt so fucking good! He wanted her so badly he was surprised she couldn't feel...

...He spoke too soon, Elena slowly pulled her mouth away from his now healed wrist and glanced down at his lap, and made some guttural noise in her throat before looking into his eyes again.

" Go shower Elena, I'll be," he smirked," decent by the time you get out."

" I want you." she whispered kissing him softly before getting up.

" I know, I want you too, I ache for you, but right now, you need to get dressed and make an appearance for breaky, or your aunt is going to stake me when she comes up to check on you." Damon said, sighing in mock dejection.

Elena smiled and went to get ready for school. When she came out, there was a note on her dresser that said, " see you in ten-D". She grinned, just what he was up to remained to be seen. She skipped downstairs and stopped dead in her tracks. There he was, sitting at her kitchen island talking with her aunt and drinking coffee.

" Elena, Damon came by this morning and introduced himself as your boyfriend." Jenna walked over to Elena and gave her a hug to cover what she was whispering in Elena's ear " He is RIDICULOUSLY hot! Jesus, my panties melted when I opened the door!"

Elena could see the lopsided smirk on Damon's face as he listened in with his "vamp hearing".

" Yeah, he has a big ego too, " Elena whispered back, sneering playfully at him when he rolled his eyes.

" So, he says he's going to drive you to school and he insisted on being here for family game night when I mentioned it so, I will see you tonight Damon, and, have a great day at school, Elena!" Jenna said, giving Elena the thumbs up as she ran off to university.

" Ridic..." Damon chortled.

" Can it, Salvatore, you know you are," Elena giggled.

" And you are very beautiful, Elena and I think I'm falling in love with you, " he grabbed her and kissed her.

" I already fell, the first time I met you, I was lost," Elena whispered against his lips.

" I think I was too, you found me though." He kissed her softly.

" I will always find you," she smiled.

" I know you will, we should get going so you're not late, " Damon said taking her hand.

Elena gathered her things and they left for the high school. Once she and Damon arrived and she said her goodbyes to him after he promised to be there to help with the carnival setup that Caroline was neurotically obsessing over, Elena noticed the floaty far off look in Bonnie's eyes.

" Spill it, Bennet, you look stoned," she cajoled, nudging Bonnie with her elbow.

" Date, Stefan, kissing," Bonnie murmured with the most vapid smile Elena had ever seen on her friend's face.

" What? WHAT?" Elena practically shouted in joy.

" Yeah, he's, just wow, Elena, wow!" Bonnie enthused.

" They got some good genes in that family, like good kissing genes, " Elena smiled a vapid smile of her own.

" You too, huh?" Bonnie grinned, nudging Elena back.

" Yeah, me too, and I curse that man's infernal gentlemanly behaviour at every turn," Elena griped, shoving her bag into her locker.

" You mean he..isn't..you're not...you haven't..?" Bonnie's emerald eyes are huge.

" Not for lack of trying on my part, he's just too damn noble, or something, or propriety or, shit I don't know, but I have these NEEDS and he, I don't know Bonnie, maybe he just isn't interested in a high school girl for that?" and there were all of her insecurities in a nutshell.

Bonnie shook her head and scoffed " He looks at you like you would be his breakfast, lunch and dinner and that he would enjoy all the benefits of each meal all at once., daily. Don't worry about that Elena. He's just trying to be careful with you." The latter was said not unkindly.

" I'm just so frustrated, that way I could fucking explode, and we haven't done anything but make out!" Elena practically whined.

Bonnie petted her back and said " He'll cave, you'll see."

" I hope so, dry humping his leg would be so uncouth," Elena rolled her eyes.

" Ya think?" Bonnie laughed.

" It would, now, can we all get organized and put all the booth items at the booths they are supposed to go to? The boxes are labeled with a number and the contents. The booths are all numbered so it should be easy." Caroline interrupted in her best bossy voice.

" We're on it, " Elena grabbed a clipboard and a cart of boxes from the gym and started checking her list.

" Well, hello there, love, we meet again," an accented voice said behind her.

Elena turned slowly around and faced the man behind her. " Klaus." She nodded in acknowledgement.

" You remember! Excellent! I see by the look on your face that Damon has spilled his dirty little secret." Klaus asserted, actually smiling, flashing dimples.

" That he's a vampire, yes, how he has the distinct honour of knowing you, not as yet." she said with conviction she didn't feel. She was terrified and was sure Klaus knew, what with his super hearing.

" You don't like me one bit, do you love?" he questioned amusedly.

" Can I be honest without you killing me?" Elena asked bravely.

" Please do," he smiled.

" You terrify the living shit out of me; if I'm being honest," she said, gazing at him.

" And I should, love, but I'm not going to kill you just yet, you see, I need you alive for at least the next two weeks. All part of the ritual, you understand, I just came by to make sure my little doppelganger is fit and healthy," he reached out and ran his hand down her face. Elena shivered but not from desire, from true fear. She could feel the weight of his killers desire in the soft stroke of his fingers on her skin.

" Elena! There you are! Are you almost done? We have..." Caroline's voice trailed off as Klaus turned around and gave her his undivided attention.

" Well, well, aren't you a fetching morsel. And what's your name, love?" Klaus walked toward her and took her hand, kissing her knuckles.

" I'm Caroline, and you are?" she responded, her colour high as his lips grazed her knuckles.

" I'm Klaus, my lovely Caroline, I was just making sure that Elena here was coming to my little party in a couple of weeks." he lied smoothly. Caroline looked slightly dazed and Elena despaired a little, Caroline looked lost in Klaus's handsome features.

" Well, Klaus, it looked like you were terrifying my friend here, so why don't you run along before I call my mother, the sheriff and have you removed? Ok?" Caroline smiled with false brightness, snatching her hand away from him as if his touch was repellent.

" Well aren't you a warrior? Do you always stick up for your friends in such a way?" Klaus sounded, smitten? Was that even possible? His next words asserted that fact. " You ARE a delightful and beautiful creature, would you consider going out with me this evening for dinner? I promise to be on my best behaviour." He had his hands up in a 'look I'm harmless' gesture. He even looked sincere.

" I don't even know you, give me one good reason?" Caroline stepped forward and looked into his eyes.

" Oh, you are wonderful! Please, I promise I mean Elena here no harm today. Please, it's only dinner. If you like, I can beg, grovel, plead?" he looked so, earnest, Elena could see Caroline's resolve crumble a little. He did seem to be genuinely interested.

Caroline looked to Elena and Elena shrugged. She didn't think Klaus would hurt Caroline but who could tell for certain?

" Fine, one dinner, but seriously reconsider the whole creepy stalker routine if you want to talk to her alone, ok?" Caroline got right in his face on the last part.

" Certainly, love, I'll pick you up at seven, wear something pretty, yeah?" Klaus grinned.

" Yes, fine, seven here's my address," Caroline handed him a post it she had scribbled the info on.

" See you then, my lovely, and Elena, I'll see you around love," Klaus sauntered off.

" So, bringing him here for corn dogs tonight, huh?" Elena smirked.

" Yup, but I'm still wearing something pretty, cause I can. He is a handsome one, isn't he though?" Caroline smiled.

" Yes, he seemed rather keenly interested in you though, Care, be safe, ok?" Elena said quietly, watching her friend. Her best friend who always gave her whole heart and had had it crushed more times than Elena could count. But Caroline always got up from those heartbreaks stronger and better; still not able to not give her whole heart to the person she was with, that was just who she was. She loved recklessly and honestly, or not at all. It's what made her such a loyal friend, her eternal optimism. But piss her off or betray her, that's when the warrior queen came out and Caroline could cut someone down faster than anyone Elena ever knew, her morals uncompromising when it came to certain sleights.

" Oh, he's the one who better watch himself, I'll eat him for lunch if he so much as looks at you cross eyed again, ok?" Caroline put her arm around Elena.

" I'll be ok, promise," Elena held up her hand at Caroline's sceptical look.

" Fine. Are you finished because we have to get the popcorn cart ready." Caroline grabbed Elena's clipboard and her arm and bustled them back inside the school.

After all the booths were set up and the lights for the rides and games strung on their poles, Caroline left to go get ready and Elena and Bonnie manned the fort and organized the crews.

A pair of long fingered hands snaked their way around her waist and pulled her to the chest of their owner.

" I found you," Damon whispered into the shell of her ear, sending delightful shivers straight to her groin.

" Hello, Damon," she purred, turning in his arms and planting a soft kiss on his beautiful mouth.

" Did you miss me?' he smirked.

" Always, thank-you for coming tonight. I don't know what I would have done if you didn't show up," she smiled winsomely.

" I'm a sucker for corn dogs, I don't know what it is but I love them. Those and pickles." he grinned and Elena's breathing shuddered in her throat. He needed to smile more, it was beautiful and genuine and let her see the real him.

" Well, then, , let's get you outfitted for carnival fun goodness!" Elena chuckled steering him toward the corn dog stand. Damon got two and coated both with mustard, taking turns chewing bites off of each one in turn. Elena laughed as she watched him gorge himself on his food. He threw both sticks in the bin and swooped her into a toe curling kiss.

" Now I need candy corn and cotton candy!" he enthused dragging her off to the appropriate stalls for his snacks.

" Good thing you have a cast iron stomach, otherwise you'd be sick," Elena chortled half an hour and a ton of junk food later.

" I know, I want to ride some rides and then win my girl a prize," Damon dragged her over to the zipper and they stood in line. Elena looked around and caught Bonnie and Stefan smooching in the line for the ferris wheel; Elena grinned and poked Damon, indicating what she was looking at. He smirked and said in a low voice, " finally, brother."

Stefan pulled back from Bonnie's lips and shot Damon the finger. Elena laughed softly and gave Bonnie the thumbs up causing Bonnie to grin like an idiot and pull Stefan back into their kiss. Elena looked over to the carousel and saw Caroline laughing while Klaus held onto her as they shared the same horse.

" Damon?" Elena clutched his sleeve, terror in her voice" he's not going to hurt her is he?" Elena looked into Damon's face worried for her friend in the hands of a psycho.

" No, Elena, he won't hurt her, he seems, happy, which is weird for Klaus." Damon took her hand and led her into the compartment of the zipper when it was their turn. They both screamed as they were tossed and zipped on the ride. After, Damon and Elena stopped at some of the games and won each other stuffed penguins because Damon insisted that Elena's girl penguin needed a boyfriend. They both were having so much fun that Elena almost forgot that she was on borrowed time. Klaus managed to dog their every move without being too obvious to anyone else and it was as they were leaving, Elena broke and said to Damon, " We need to talk about the giant Klaus sized elephant in the room."

Damon looked at her for a beat and said, " yes, I'll drive you back to my place, we can talk there."

" Ok, " Elena replied.

" That sounds like a good idea, mate, let her know what she's in for, " Klaus said from behind them. " I'll meet you there, then. Drive safe!" He sauntered off.

Elena and Damon looked at one another and sighed at the same time. This would be interesting to say the least.