Disclaimer: If I owned Vampire Diaries, "Plan B" wouldn't have been such a Stefan/Elena suck-fest (no pun intended) and there would have been a lot more DELENA scenes than just the tiny crumbs we got. Those crumbs were still pretty good, though.

Warning: This chapter contains an extremely succulent helping of DELENA Lemon Meringue pie, so if you don't like that sort of thing….I'm wondering why you're even reading this ;p

Chapter 4: Waking

Sunlight streamed in through the curtains of Stefan's bedroom, waking him almost instantly. He attempted to stretch his arms, but suddenly noticed that one of them was pinned down to the bed. Looking down, he expected to see Elena snuggling next to him; instead, Caroline's blonde hair was splayed across his chest in messy curls, and the night came back to him. Elena had stormed out of the boarding house and Caroline had comforted him. They hadn't done anything more than share a few kisses last night, but since neither of them wanted to sleep alone, they'd decided to cuddle together in Stefan's bed. Now in the light of day, however, Stefan was beginning to wonder if he'd made a mistake; after all, Elena might have cooled off after Damon took her home and maybe she was ready to talk to him. Caroline's eyes fluttered open and she smiled up at him.

"Morning," she said.

"Uh, morning…" Stefan replied, not knowing what he was supposed to do now. He cared about Caroline; that much was obvious, but Elena was his girlfriend. He needed to find out where they actually stood before he did anything more to lead Caroline on. He licked his lips and ran his hands through his hair nervously. "Listen, uh…about last night…"

Caroline touched a finger to his lips. "We were both upset and did something stupid," she finished for him.

"Well I wouldn't say it like that," Stefan said. "But…"

"But you're with Elena," Caroline said, looking meaningfully up at him. "And last night, we both hurt her. If she was anyone other than my best friend, I probably wouldn't feel guilty at all, but she is; you owe it to her to try to patch things up. After all, she's the love of your life."

Stefan nodded in agreement, though he still looked at Caroline's face with concern. She smiled confidently. "I'll be fine, okay? Now go apologize to her!"

Stefan quickly threw on his jacket and headed for the stairs; he paused to look back at the girl still in his bed. "Thank you," he told her softly.

"Hey, that's what friends are for," she said cheerfully, waving him away with her hand.

As soon as she heard him leave she let the tears she'd been holding back finally fall. She'd made a mess of everything again, and this time she'd really screwed up. What the hell had she been thinking last night? Sure, Stefan had been such a tremendous help to her lately as she adjusted to her new un-life, but he was Elena's boyfriend. Why had she felt such a need to comfort him and why the hell had she let him kiss her? She should have pulled away and slapped him, not lain back and begun a make out session on the sofa. She was a horrible person and deserved for Elena to hate her forever; especially knowing that she had stayed with Stefan even after Elena had stormed out. For god's sake she was still in his bed! She flung the covers back and got up, disgusted with herself. She desperately needed to talk to someone, but Bonnie would probably do that mind torture thing and watching Damon writhing on the ground had convinced her that it was excruciating; she so did not want to find out if she was right. That really only left one other person, since she couldn't talk to Elena; at least she was a captive audience. Resigned to her fate, Caroline dressed quickly and headed downstairs; her mother was probably hungry by now anyway and it wasn't like there was anyone else home who could bring down the breakfast tray for her.

Stefan was at Elena's house in record time. Without even bothering to check if anyone else was home, he leapt up to her bedroom window; finding it locked and the curtains drawn. That was odd in itself since she hardly ever kept them shut in the morning. He figured she might still be asleep, so he tapped gently on the glass.

"Elena," he called to her. She didn't answer. He listened carefully for the slightest sound, but couldn't even hear her breathing. Frowning, he tried again, this time a little louder.

"Elena, please answer me," he called; no answer. "Look, I'm really sorry about what happened last night. Can we at least talk about this?" Still nothing but silence greeted him. He was about to just break the lock and come in when he suddenly heard movement coming from inside. Maybe she'd been in the bathroom, he guessed. The curtains were suddenly flung open, but it was Jeremy's face that greeted him; he looked irritated as he unlocked the window and flung it open.

"What do you want?" he growled, crossing his arms across his chest defiantly. He'd certainly gotten bolder now that he had taken possession of John Gilbert's ring.

"Is Elena home?" Stefan asked, ignoring Jeremy's death glare. Just what had his sister told him last night?

"No, she's not," he said coldly.

"Where is she? I need to talk to her," Stefan pressed.

Jeremy scowled. "Well obviously she doesn't want to talk to you, because she told me not to tell you anything before she left."

"She left?" Stefan's jaw clenched, suddenly worried, "Where?"

Jeremy shrugged. "She didn't say," he said. Stefan suddenly leapt through the window, placing his hands on Jeremy's shoulders and searching his face. "There is something you're not telling me."

Jeremy glared at him menacingly. "Let go," he growled.

Stefan shook his head. "Not until you tell me what you know," he said stubbornly.

"I told you, I don't know anything!" he shouted.

"I think you do," Stefan countered.

"Look, what does it matter where she is? She told me she was safe, and I believe her, okay?"

"It matters because…" Stefan paused, unsure of how much to tell him. Jeremy's eyes widened with realization.

"It was you," he whispered, eyes narrowing and jaw clenching. "You did something to hurt my sister, and that's why she left without so much as an explanation." he growled. "If you hit her…" he looked ready to kill and Stefan shook his head.

"No, I didn't touch her," he said.

"Then what?" Jeremy demanded. "Did she catch you in bed with Katherine?"

"No, she didn't catch me with Katherine," Stefan said, looking away.

Jeremy caught his guilty expression, however, and looked ready to punch him. "You son of a bitch," he hissed.

"Look, I can explain," Stefan pleaded, "But I really need to speak to Elena first."

Jeremy laughed coldly. "Oh I'm sure she'd love to hear your explanation," he spat menacingly. "Or, maybe it's too late and she's already gotten revenge?"

"You do know something," Stefan said, trying to stay calm.

Jeremy shrugged. "Maybe I do. It's still too late though. They were already out of town when she called me from his cell," he added. He wanted to hurt Stefan right now; he deserved everything he got for betraying Elena, hurting her enough to make her leave town with Damon of all people. He hadn't understood last night, but he did now.

"Whose cell?" Stefan asked carefully, the dread in his voice even as he prayed to God it wasn't true. She wouldn't do that to him; she'd been angry and said a bunch of things she didn't mean because she'd wanted to hurt him last night, but she couldn't have done this too.

Jeremy's satisfied smirk was like a mirror reflection of the eldest Salvatore, and Stefan felt his stomach clench. "Who do you think?" he replied smugly. "Or did you rush over here without checking to see who else is missing from Mystic Falls this morning?"

"No," Stefan whispered. "No, she didn't…"

Elena groaned and snuggled into Damon's warm body; grabbing a pillow and pulling it over her head in an attempt to drown out the low buzzing of Damon's phone as it went off for the fifth time in his jacket pocket.

"Ugh, you'd think he'd take a hint," she said, her words muffled by the pillow. Damon breathed a sigh of relief as it finally went silent, then chuckled at Elena's frustrated growl as the buzzing started up again.

"I guess I better get that," he said, moving to get out of bed. Elena suddenly gripped his arm.

"No, stay here," she pouted adorably. "He'll give up soon."

Damon shook his head. "You know he won't. I'll be quick, I promise." With vampire speed, he shot across the room to grab the phone from his jacket. He crawled back into bed, about to answer the call, when Elena held out her hand. He looked at her questioningly, but let her take it.

"Damon's phone," she said in greeting as she took the call. She looked over and winked at Damon; she had even perfected his trademark smirk.

"Elena!" Stefan's tone was frantic. "Where are you?"

"Where's Caroline?" she countered.

"She's taking care of her mother," he replied impatiently. "Now where are you?"

"Why do you care?"

"Don't be like that," he sighed. "Just answer me."

"In bed with your brother," she said coldly.

"Very funny," he deadpanned.

"I'm not kidding," she replied without a trace of emotion. "And I meant every word I said last night!"

"Elena," Stefan pleaded. "Don't do this."

"Do what?" Elena asked heatedly. "Lash out at you even though you deserve it?"

"You have every right to be mad at me," he said. "I screwed up, okay? But that doesn't give you a free pass to run off with my brother not even five minutes after you ended things with me. So go ahead, lash out, but at least have the decency to let me explain."

Her eyes narrowed to tiny slits and Damon was very glad he was not Stefan at that moment. "NO!" she shouted. "You don't get to play the victim here, and you don't get to act all hurt that I ran to Damon. At least I had the decency to end things with you first before I let him comfort me."

"You didn't…" Stefan pleaded. "Elena, please tell me you and Damon didn't…"

"Whatever Damon and I did or didn't do is no longer your concern. But if you're so upset over it, maybe you can talk to Caroline. I hear she's really good at comforting my ex boyfriends."

"Elena," he tried again but she cut him off.

"Just stop, Stefan. Don't you get it? I don't care! You sure as hell didn't care when you kissed Caroline last night, so as far as I'm concerned we have nothing else to say to each other."

"Elena, please…"

She ended the call and turned the phone off for good measure before throwing it across the bed. "No more interruptions," she said firmly. Damon just stared at her, mouth wide open in shock. "What?" she asked.

"I've never heard you talk to him like that before," he said, still amazed.

Elena shrugged. "Yeah, well he really pissed me off," she said.

Damon smirked. "Remind me to never get on your bad side. Damn!" He shook his head in disbelief and Elena giggled.

"I'll take that as a compliment," she said happily, bouncing slightly on the bed.

"Good," Damon smiled warmly. His expression suddenly turned serious as he studied her face. "I have to ask though…" he started.

"Ask me anything," she encouraged him. He watched her carefully, his eyes gazing deeply into hers. She wasn't wearing her necklace, but she knew he wasn't compelling her; she didn't know how she knew that, but she just knew.

"You said you meant every word you said last night to Stefan, and I somehow got the feeling that he was referring to something that had to do with me. Am I wrong?" She shook her head, but didn't say anything so he continued. "What did you tell him?" he asked.

Elena sighed. "I don't know if I should say," she bit her lip nervously. Damon reached a hand up to stroke her cheek reassuringly.

"If you don't want to tell me, I'll understand," he told her. "I just…" his hand lowered as he looked away from her. Elena could feel him start to put a wall between them and quickly grabbed his hand, holding it in both of hers.

"It's okay," she said, one hand moving up to cup his face and turning his head to look at her again. "I'll tell you." She blushed slightly as she attempted to collect her thoughts. "I'm not sure where I should start," she admitted. "I kind of lost it after I caught Stefan with Caroline, and at first I just wanted to hurt them both. I was really harsh with Caroline; I brought up her past and how she always seemed to go after the men I was interested in. And for some reason, I asked her if she was going to go after you again." She looked away, suddenly afraid she'd said too much.

"Why would you…" he started, confused.

Elena shrugged. "Like I said, at first I just wanted to hurt her, but if I'm completely honest, well I think I might have been jealous," her eyes darted up quickly to meet his before turning away again.

"Huh," Damon considered this new bit of information, trying to hide his satisfied smirk.

"I wasn't finished though," she continued. Damon listened intently, wondering what other truths she had revealed to Stefan and mentally kicking himself for not having been close enough to the house to hear them. "I saw the look on Stefan's face, and I just couldn't help myself. I told him he hadn't imagined my feelings for you and that had I known he'd betray me in the end…" she trailed off, her face suddenly flushed, and didn't say any more.

Damon could tell that her next words had been the ones he desperately would have wanted to hear that night. He pleaded her with his eyes, asking her silently to tell him. Elena could sense him still staring at her, and sighed. "Okay, I'll tell you, but you have to promise not to gloat about it," she warned. Damon mimed locking his lips and throwing away the key. She rolled her eyes, looking down at their now intertwined hands. "I said, that I ," she said quickly.

Damon arched an eyebrow. "Sorry, I didn't quite catch that."

She took a deep breath, gathering her courage to admit what she'd only just realized herself last night. "I said that when you tried to kiss me that night, if I'd known that Stefan would betray me, I wouldn't have pushed you away like I did. I would have wrapped my legs around your hips, and I wouldn't have looked back." She raised her eyes up to his and could see the love shining there. "I realized the second I said it that I wasn't just saying it to hurt him anymore, Damon. I knew then that I meant every word. If things had been different back then, I would have given in to you that night. It took everything I had to do what I thought was the right thing, but the whole time there was a part of me that just wanted you to press me against the wall and make me forget everything." She watched his face cautiously; he seemed almost puzzled, as if he didn't know what to do next. As she slowly started to withdraw her hand from his, however, he held on to it. Carefully, as if he wanted to savor every second, he lifted her hand to his lips and kissed it softly. Their eyes met, saying everything that they couldn't put into words. Elena gasped as he suddenly turned her hand in his and pressed soft, lingering kisses against the inside of her wrist. Her eyes closed in pleasure as his fingers gently caressed the back of her hand and up her arm as his soft lips parted against her skin; his kisses were becoming deeper, more intimate. She shivered at the feelings coursing through her at this slightest touch, and moaned softly as his tongue darted out to taste her skin.

Damon could feel the blood pumping beneath his lips, but he ignored the call of it. He knew he would have all the time in the world to show her how good the experience could be; and besides, a little part of him wanted to wait. He knew that Stefan had tasted her, but his brother didn't have the experience or the control to make it good for her. The competitive side of him was thrilled that the honor of showing her that pleasure would be all his. For now, however, he would simply focus on the other ways he could please her.

His lips trailed up the inside of her arm, leaving her skin tingling wherever his mouth touched her. Elena gasped as he found a particularly sensitive spot and felt her body growing heavily weak with desire. Damon must have sensed it too, for his other hand slid up to the small of her back, gently easing her back down to the bed and tucking a pillow underneath her back before hovering over her again. His lips moved up her arm to the thin strap of her bra; he nuzzled the crook of her neck, causing tingles of pleasure to shoot up her spine.

At her sharp intake of breath, Damon smiled against her; he thought it almost ironic that her neck just happened to be one of her hot spots. When he finally did claim her, it would be explosive for the both of them. He nuzzled her again, softly brushing his lips over her skin and ignoring the rapid pounding of her heart. He gently sucked at her skin, moving up to the corner of her jaw when the craving for her became too much for him. She turned her head toward him, lips searching desperately for his. He gave her what she wanted, claiming her lips with his own and sucking her lower lip into his mouth. He took both hands in his again; interlacing their fingers for a moment as he gently lifted them above her head, resting them gently on the pillows behind her. She attempted to lift her arms up to pull him close to her when he released her hands and pulled away from her lips, but he pressed them gently but firmly down; the look in his eyes was smoldering as he told her wordlessly to leave them there.

Elena felt so vulnerable lying before him, completely open to his touch. Last night, he'd allowed her to control the pace, letting her lose herself in his passionate embrace; this wasn't the case now. He took his time with her, tracing the outline of her body with his hands; sliding down her arms to her sides, his thumbs lightly circling over the undersides of her breasts. He did not take his eyes off her as he continued his slow exploration and Elena could actually feel the intensity of his gaze shock through her system.

"Elena," he whispered, moving his right hand up to stroke her face. The fingers of his other hand stroked over the sides of her waist and chest; caressing her body, sending shivers of pleasure up her back and neck. "Tell me now if you don't want this,"

Elena shook her head. "I want this," she told him softly. "I want you."

Damon leaned in again, his lips a breath from hers. She arched herself up underneath him; her lips quivering as he finally touched her. His lips tasted her, one hand tangling softly through her hair as the other one left a trail of fire down her skin. With one finger he traced a line between her breasts, hovering over her ribcage and circling her belly button before dipping lower to stroke the skin just above the lace of her panties. She nipped at his lip, her hands reaching out to grip his hair again. Damon was too quick for her, however, and the second he felt her move, he pinned her wrists down with the hand he had tangled in her hair; though he continued to stroke her sides softly as he held her. She wriggled her hands in his firm grasp. "Damon," she pleaded in a low moan. "I need you." She arched up with her hips, grinding against him as if to prove her point. Damon didn't release her; his free hand moved to stroke up between her breasts again, this time sliding upward to her collar bone. "Please," she whimpered again; the throbbing between her legs was driving her half-mad with need and she wiggled her hips, rubbing herself against him in an attempt to ease the ache.

"I know, baby," he whispered against her lips. He felt her buck her hips against him as his fingers trailed downward to cup her through her panties; they were already soaked through with her desire and he closed his eyes; willing for his ardor to cool enough to regain control of his own need for her. She pressed against his hand, growling in frustration when he drew it away again.

"Elena, look at me," he demanded, his voice husky with lust. She did as he asked; her eyes almost black and heavily lidded. "I'm going to let go of your hands now, but I need you to promise me you'll keep them where they are. I can't have you distracting me or else this will be over before it's even begun, do you promise to be good?" he asked. She nodded her head in agreement. "Okay," he said, his grip loosening on her wrists as he leaned forward to whisper in her ear. "Close your eyes," he commanded. Her eyelashes fluttered shut and he slid his hands slowly down to her sides again, tracing circles over her hips and belly as his lips touched the swells of her breasts; placing open mouthed kisses across her skin.

Elena inhaled in sharp gasps as she felt a sudden pinch on her nipple; followed closely by the soothing strokes of his tongue as his lips enveloped her through the fabric. She wanted to tear off the barrier separating his mouth from her, to grip his head and hold him against her; instead she clawed at the pillow case beneath her trembling hands. It was all she could do to stop from breaking her promise as he teased her body mercilessly. She moaned as he settled over her fully, his thigh moving to part her legs further before nestling between them. She could feel his erection straining against his boxer briefs and he purposefully ground his hips into her to relieve the pressure-ache inside her as he continued to feast on her breasts. She could feel the tremors in her thighs, her back arched, and a small shudder of pleasure went through her. Damon wasn't finished; before she could even recover from her mini-orgasm, he slid down her body, hands hooking into the waistband of her panties as he pressed a soft kiss over the damp fabric at the juncture of her thighs. Elena suddenly jerked her hips, trying to pull away. Her eyes were wide open, almost fearful as she looked down at him.

"No!" she gasped, suddenly panicking. "I mean, no one's ever…" she started to say, blushing. Damon moved back up to her, kissing her lips softly.

"Relax," he said, trying to calm her. "You'll like this, I promise."

She didn't protest as he left her lips again, trailing open mouthed kisses down her belly; his hands massaged her thighs, coaxing them to spread apart for him again. He looked up to see her eyes shut tightly, her teeth biting into her lower lip as if she was waiting for him to get it over with. He couldn't help but shake his head at that; clearly his little brother had no clue what he was doing. He would make sure that Elena knew exactly what she had been missing.

Elena gasped as she felt the first brush of his lips just below her hip bone; it was only the slightest touch, but still a jolt of pleasure shot through her. He teased the skin there; gliding his tongue down to the crease of her thigh, placing soft tantalizing kisses close to the edge of her panties. She gripped the pillow tightly, her fists clenching in small spasms as his lips touched her through the fabric, just above her pubic bone before moving to her other thigh, giving it the same attention he did the first. As his lips and tongue teased down the crease of her thigh this time, he drew her panties down her legs; slipping them off before she even realized he'd done it. Slowly, so as not to alarm her again, he moved closer to his goal. His tongue lightly traced the outsides of her labia and her eyes shot open, her head lifting up to look down at him between her spread legs. Damon didn't stop even as his eyes met hers.

"You taste so good, Elena," he moaned, proving his point by gripping her thighs firmly and slipping his tongue up between her folds; taking a long, slow lick as if he was feasting on a tasty dessert. She found the sight of him kissing her so intimately incredibly erotic and locked her eyes with his as his mouth continued to move over her in the most intimate caress imaginable. Suddenly he moved his hands toward her center, parting her folds and flicking his tongue over her clitoris.

"Oh, Damon!" she cried out, her head sinking back into the pillows; his lips circled the tiny bud, drawing it into his mouth and applying just the right amount of pressure with his tongue. She couldn't breathe, couldn't think; couldn't do anything except focus on the intense pleasure of Damon's mouth on her. She had thought what she'd experienced last night in his car had been intense, but it paled in comparison to what he was making her feel now. Her thighs trembled, her toes curled, and her muscles were clenched so tightly that she was afraid she'd strain them; it was so good that she never wanted him to stop.

"More," she cried, barely getting that one word out coherently; it sounded like "Mmmmmm…..ooohhhh…aaahh….rrr!"

She felt him press harder, and she cried out again. "Sooooo goooood," she moaned. "I need….I…want…unnnggghhh!" She was babbling now, unable to form a coherent sentence as he worked her clit with such skill that could only come with experience; and he'd had plenty. He kept an even amount of pressure against her, giving her just enough of what she needed without pushing her over the edge. He felt her body quivering, could feel the blood pulsing wildly beneath his lips as her arousal increased. Slowly, his finger slipped inside her, curving to press against the sponge-like tissue of her G-spot and stroking in a "come-hither" motion firmly in time with the movement of his tongue against her.

"Oh fuuuuuuuuuuuuccccckkkkkk," Elena cried, tears springing to her eyes as wave after wave of pleasure coursed through her. It was almost too much as she felt every nerve ending she had come alive; she was dimly aware of his fingers sliding out of her and was grateful for the reprieve as her flesh was so hypersensitive at the moment that had he kept stroking her, she wouldn't have been able to handle it.

Damon was hovering over her again, "I told you that you'd like it," he said with a satisfied smirk on his handsome face. Elena felt so weak at the moment that she didn't even try to argue with him; after all, he'd given her such insane pleasure that she'd actually cried and they hadn't even gotten to the main event yet. She felt his swollen erection teasing her entrance and her eyes fluttered open again; staring up into the stunningly dark blue depths of his. She wanted to tell him everything she was feeling, right then and there, but he dipped his head down to silence her with a kiss before she could even gather her courage to say it. As his tongue slipped into her mouth, caressing hers, he pushed slowly into her. She nearly came undone in his arms as she felt him stretch her; filling her completely in a way she had never felt before. She'd had her suspicions that Damon would be bigger, based on the quick glances she'd stolen when she was sure nobody would catch her; but looking was nothing compared to feeling him inside her. Whoever had coined the phrase "size doesn't matter" had clearly never had the pleasure of experiencing Damon Salvatore's hard, massive length; poor unlucky soul.

Damon watched Elena's knuckles turn almost white with her effort to keep her hands to herself as he began to move within her. She was so perfect, like she was made for him. He was almost convinced he'd died (again) and that this velvet heat surrounding him was his version of Heaven. As she continued to thrash her head and claw at the pillows, he finally took pity on her. He could feel himself near the brink already, having denied his own pleasure for too long, and was determined to take her over the edge with him.

"Wrap your arms around my neck," he rasped as his hands slipped under her hips, lifting her up slightly. She did as he asked, and with rapid movement Damon grabbed one of the pillows she'd been clinging to and tucked it under her so that her hips tilted up slightly. Elena looked at him questioningly, and he placed a soft kiss on her lips again. "Trust me," he said, though it came out more like a question.

She nodded. "Okay," she whispered, letting him lay her back once more. He entered her at a different angle this time, and she cried out in surprise as he stroked her front wall and hit a spot that sent the tingles up her spine again. He sat up, angling his hips upward as he gripped her thighs and stroked that spot again. Her own hands gripped the bed sheets to stop her nails from clawing into his skin in her frantic state.

"Oh my god!" she cried as the shocks of pleasure shot up her spine and down to her toes in rapid succession. She could sense he was as close to coming as she was by the way he sharply jerked his hips, his movements less controlled than before. His hand slipped back between her legs, rubbing her clit until her legs were quivering and her entire body felt like it was on fire. And then the inferno hit; she reached out to grab for him again and he fell forward, his lips covering hers as their shared climax wrung the last bit of strength that was left from them. Elena could feel her legs still shaking around his hips even as she felt the energy drain from her. Damon slowly pulled out of her and moved to lie beside her, not wanting to crush her with his weight. Her breathing and heart rate still hadn't returned to normal even though it had been a few minutes; if he hadn't known any better he could have sworn his brand of pleasure had nearly killed her. He couldn't help but congratulate himself for that one.

Elena could do nothing but gasp as her heart continued to pound in her chest; it was as if she'd just had the most intense work out of her life, and in a way, she had. She was dimly aware of the silly grin on her face, but couldn't seem to stop it. In fact, she wasn't even sure she could move at all even if she wanted to; Damon really was that good. She suddenly started giggling uncontrollably, though she had no idea why. It was as if she had lost control of everything, including her emotions.

"Holy fuck," she slurred, her face tingling so much that it felt like it was frozen. "That was….oh wow…I can't fucking believe this…" And then she started giggling like a maniac again.

"Are you okay?" Damon asked, his eyes shining with amusement.

"I'm not sure," she giggled nervously. "I just….the tingling…it's just everywhere…" she ran her hands over her body as if to prove her point. "I feel…it's just amazing…"

"If I didn't know any better, I'd think you were high right now," he teased, only half-joking. Elena really did look like she was experiencing an intense, euphoric high that was usually only associated with drugs or during his kind's mating ritual. He'd only ever known it once, when he'd been human and Katherine had shared the experience with him. It surprised him that Elena was feeling it now, when he hadn't even bitten her yet; he was a little curious what her reaction would be when he finally did claim her completely.

Elena was still giggling, her breathing erratic and her heart pounding almost dangerously. She tried to gasp for air, to get her breathing under control, but it wasn't working. She was beginning to panic now. "Damon," she cried. Her eyes were suddenly fearful. "It's too much," she managed to gasp out. "I can't stop…I…oh…god…."

Damon quickly gathered her into his arms, rubbing her arms soothingly as he tried to coax her body to relax from the heights it had been drawn to. "It's okay," he said calmly, though he was starting to worry; her heart was still beating too fast. "You'll be okay, baby, you just have to calm down."

"I can't," she whimpered against his chest.

He rocked her gently, stroking her hair. "Yes you can," he told her. "Just relax; you need to slow your breathing first."

Elena closed her eyes, willing herself to focus on Damon's soothing touch as she attempted to catch her breath again. It was difficult, but she managed to draw in a shuddering breath of air, held it, and then slowly let it out again. "That's it, baby," Damon encouraged her softly. "Focus on me, Elena." His words of encouragement combined with his soothing touch were all she needed to finally slow her breathing, though she could still feel her heart pounding.

"It's not working," she said.

"Don't think about that," Damon said, concerned she'd work herself back up again into an anxiety attack; she needed to stay calm. "Just focus on my voice, okay? Don't worry about anything else and your heart rate will slow down, I promise." He felt her head nod against his chest. "Okay, now take a deep breath, and then slowly let it out." She closed her eyes again, letting him coach her; after a few minutes she was finally taking the slow deep breaths on her own without him having to tell her. Damon could hear her heart rate returning to its normal pace and breathed out a sigh of relief. He'd really been afraid for a while that she wouldn't be able to come out of it and he'd have to compel her to relax; he was glad now that it hadn't come to that. After a few minutes of stroking her hair, he lowered her back down to the bed. She was almost ready to fall asleep again now that she had calmed down, and Damon stroked the side of her face lovingly. She turned her eyes to meet his.

"Damon, I…" she began, but he placed a finger to her lips.

"Shhh," he said, stroking her face. "We'll talk later, I promise. Right now I want you to get some more sleep while I pick us up a few things." He moved to get out of the bed but Elena quickly grasped his hand. "Stay," she pleaded. "At least until I fall asleep?"

He sighed, never able to say no to her. "Okay," he agreed, lying back down to gather her into his arms and pull the covers over them both. "But just for a few minutes." She snuggled into him, her breathing evening out in less than five minutes. Damon couldn't tell if he'd imagined it as he slowly settled her sleeping form under the covers before leaving the bed, but he was certain he heard her murmur "I love you." She smiled softly in her sleep, and he was almost certain that she was dreaming of him.

Author's Note: Woohoo! 10 whole pages, a very juicy, succulent DELENA lemon meringue pie for dessert, and finished so quickly too. Although it would have been sooner had my insufferable (but loveable) hubby not decided to stay home most of the past two days. I can't write when he's around because he just doesn't seem to get that I need to have certain working conditions in order to get into the proper mindset. So, no darling, I can't just hole myself up in the bedroom with my laptop and attempt to tune out the noise coming from the TV in the living room, and I can't just drop everything while in the middle of writing a scene and come back to it later! Okay, done ranting now. The important thing is that after much coaxing on my part, he finally left for school like a good boy and I got the quiet time I needed to finish this off. I was actually hoping I would take a little longer since I have to distract myself from turning on the TV until 10 when he comes home. See, we have a standing date to watch TVD together, and I'm not supposed to watch it early b/c that'd be cheating. It's particularly difficult tonight since I'm dying to see "Masquerade" and the anticipation of seeing Damon in a mask and suit is just too much.

Anyway, about the last part of the chapter…in case some of you were wondering, it is possible to feel that high afterward. It's rare and extremely difficult to achieve and depends on a lot of different factors, many of which I have not quite narrowed down, but it's real. I won't go into too much detail since it wouldn't be fair to my guy, but I will tell you that at the time I thought I was going to pass out. If you've ever experienced an anxiety attack (heart racing, unable to catch your breath, shaking and dizziness), just take that and add the feeling of having every inch of your body tingling (like when your foot's asleep) and intense shocks randomly shooting up your spine causing you to shiver even though the action ended minutes ago (it feels longer though) and you're pretty much there! Yeah, it's intense. I think Cosmo called it an "Extended O" or something. But seriously, it can get a little scary to lose all control like that, especially if you've never heard of it happening before. That's all for the Sex Ed for now. Hope you enjoyed this chapter; I can't wait for the reviews to start pouring in!

Thanks for reading! Sincerely,

Temptress Kitten