Disclaimer: I do not own The Vampire Diaries or any of its characters.

Author's Note: Here you go – all smut, no plot. Enjoy ;)

Damon's room was very much like Damon himself – dark and sexy. Leading her in, he pushed her against the door and reached down to lock them in. Elena heard the soft click of the lock and gazed at Damon, his hands on either side of her head.

His eyes smoldered as he smiled sinfully, he had her exactly where he had wanted her all these months. Now he could take his time with her. Looking her over lazily, his eyes moved down her body from head to toe, pausing to linger on her chest and hips.

Her nerves rushed in unexpectedly – he was looking at her like a predator stalking its prey. This was going to be vastly different from her previous sexual encounters. Damon's innate sensuality was almost intimidating. Suddenly she felt very innocent, almost foolish, like a girl playing a woman's game.

Sensing her turmoil, Damon leaned in close. He was determined to drive every thought, other than how much she wanted him, out of her head. The last thing he wanted was for her to be nervous or anxious with him. He knew she wasn't very experienced, and God knows how much his uptight brother had bungled things with her... Moving his hands to her shoulders, he dragged his fingertips along her collarbones until his hands were cupping her throat. He tilted his head down and kissed her. It was deep and thorough, tongue expertly invading her mouth. It was drugging, his lips met hers again and again until he felt her tension dissipate.

Nobody kissed like Damon. He did it with everything he had, as if her mouth was the most important thing in the world. Elena's fingers were digging into his waist and they became restless, sneaking under his shirt. She clutched at his back and slowly dragged her nails against his skin, bringing her hands forward until she was pressing her fingers into his abdomen.

He broke the kiss and pulled away slightly. Reaching one hand over his head, he grabbed the collar of his shirt behind his neck and pulled it off in an easy, practiced movement.

Yes, this was much better. Elena's greedy eyes ran a circuit over the flat musculature of his chest and her mind flashed back to when he had woken her up the other night. Doing what she had wanted to do then, she ran the tip of her tongue beneath the curve of his pectoral muscle. Hissing, Damon pitched his head back and groaned when her mouth closed over his flat nipple, teeth scraping lightly before she sucked. Emboldened by his reaction, her confidence returned. Before she could talk herself out of it, she slipped her hand down the front of his black jeans and caressed the length of his erection with her palm over his boxer briefs. Her mouth formed an "O" of surprise when she assessed how large he actually was.

As her hands grazed his cock, his fangs unsheathed and the black veins that signaled his hunger formed around his eyes. Elena's eyes flipped to his and she released a surprised gasp, her hand caught in the cookie jar. Pushed to his limit, he snapped like a rubber band. Turning quickly, he launched them both onto his bed. Trying to re-orient herself, Elena felt her hair ruffle around her and cool air hit her skin. Opening her eyes she saw Damon on his knees straddling her waist. He had taken off her tank top and was tossing it to the floor carelessly. She looked up into his dark eyes and shivered violently. An out of control Damon was the sexiest thing she had ever seen.

He ran a warm hand up her abdomen and her muscles jumped to greet his touch. Reaching her bra, he paused to admire the way the cream colored lace contrasted with her olive complexion. "Hmmm….nice," he commented before he pinched the center of her bra and lifted it away from her skin. Leaning down, he quickly bit through the material, fangs slicing through it like a hot knife through butter.

Sitting up, he smirked at her gasp as his eyes catalogued every inch of her flesh. "Nicer," he winked at her before palming her breasts. Elena moaned and her back bowed off the mattress, pushing her breasts deeper into his large hands. Releasing her soft flesh, his hands crept underneath her and landed between her shoulders blades. He lifted her to his mouth and her head dropped back, limp as a rag doll as he kissed and sucked at her sensitive flesh. She was utterly lost to the sensations created by his mouth..

Damon loved her like this, relaxed and open to him. The trust she displayed by letting him touch her when his vampiric instincts were at the forefront made him fall a little bit more in love with her. His fangs lengthened even more and the urge to sink his teeth into her plump flesh was almost unbearable.

Needing to regain control of his baser instincts, he flipped her onto her stomach and she huffed out a surprised breath. Damon pushed her glossy hair off her back and ran his hand down her spinal column slowly, from the base of her neck to the top of her jeans. Elena sank her face into the pillow, luxuriating in the attention.

"You have the most beautiful skin." He traced a finger back up her spine and followed the action with his fangs. She moaned deep in her throat and curved her body upward to meet his touch. He ended his trek at her neck, teeth scraping her flesh carefully. Reaching under her, his hands found her breasts and he pulled her to him, her back to his chest.

She could sense his thinly held restraint, and in that moment she wanted him to sink his teeth into her neck. Trusting him implicitly, she said, "I know you want to…. I want you to."

Oddly enough, it was the fact that she granted him permission that brought him to his senses. His sharp canines retracted, the black veins receded and he softly kissed the side of her neck. "I'm not going to bite you, Elena."

He turned her over and he could swear he saw a hint of disappointment in her eyes. "Well, not tonight at least." Molding his body to hers, he slid up her slender form. Her eyes fluttered shut as his hard chest dragged over her swollen breasts. He twined his hands with hers and raised them above her head, pinning them there. Kissing her firmly, he settled between her hips, and ground his erection into her center.

He released her hands and her lips and laved a wet path down her neck, stopping to place sucking kisses over each of her nipples before continuing his path down her stomach. His hands went to the clasp of her jeans and his eyes flicked to hers. Seeing her slight nod of censent, he hardened further, and popped the button on her jeans before lowering her zipper. Impatient now, he moved his hands to back to her hips, and in a smooth motion tugged off her jeans and panties.

Inhaling deeply, his eyes focused on the juncture of her thighs, the graceful little slit he saw there commanding his full attention. Elena didn't want to be shy in front him, and she certainly wasn't ashamed of her body, but suddenly she felt very vulnerable.

Sensing the change in her demeanor, Damon acted swiftly. Pushing his shoulders between her legs, he ran the tip of his tongue up her drenched core. His talented tongue dipped inside her briefly before he sucked her sweet little bundle of nerves into his mouth.

"Oh my god, Damon!" Her back arched off the bed as all thoughts of modesty flew out of her head with one swipe of his tongue. He chuckled against her wet flesh and the vibrations caused Elena to clamp her thighs around his head, desperate to keep him in place. He worked her over with his whole mouth – lips, tongue, occasionally scraping her sensitive clit with his teeth. Writhing beneath him, his eyes soaked up her uninhibited reaction. She was so fucking sexy.

He could feel her thighs quivering around him and knew she was about to come. Abruptly, he pulled away from her, smirking as she whimpered, "Damon…please."

He crawled up her body, lips skimming up her abdomen, between her breasts, up the slender length of her neck, until he reached her open mouth, kissing her. Her legs sawed together restlessly, she was so close to the release her body was demanding.

"Shh…I know what you need, baby." He wanted to see her eyes when he made her come for the first time; watch the pleasure flicker over her face. He slipped two fingers into her wet sheath and groaned when her tight muscles flexed around the invasion. Settling his thumb over her clit, he set a fast pace and Elena was coming in seconds. Her thighs locked around his hand as she ground her hips against him. She breathed out his name and her fingernails dug into his biceps. "Damon!"

He watched her eyes lose focus and her cheeks and breasts flushed the most tempting shade of pink as she lost herself in her climax. She was gorgeous when she came and he had to be inside her now.

Elena was boneless beneath him. Nothing she had done with Stefan had ever felt that good. If he was that skilled with his fingers and tongue, she shuddered when she thought about what he could do with the rest of his body. She watched him slide his fingers out of her and into his mouth. His eyes were almost black with lust and Elena reached her hand between them, snapping open his jeans. Her hand slithered inside and curled around his thick erection. Damon jerked at the contact and his head dropped to her neck with a moan as she started to stroke him firmly.

"Fuck…Elena." Her hot little hand was going to make him explode. He pumped his hips in time with her strokes. It felt too good to make her stop.

She wanted him naked. Releasing him with a loving squeeze, she pushed at his jeans and boxer-briefs. In her haste, her nails scraped the flesh of his hips and he jerked forward, the blunt head of him hitting her center. Elena moaned and lifted her legs, feet pushing his clothes off, leaving him naked on top of her.

Curious, she lifted her head and peeked over his shoulder. She smiled. Yep, his butt was as perfect as she had imagined.

"Were you just checking out my ass?"

"Uh-huh," she replied with an unrepentant grin.

He laughed and swiveled his hips, his erection rubbing against her swollen flesh. "Tart."

"Ohhh….." Her comeback died on her lips at his movement. She raised her knees, squeezing his sides, and tilted her pelvis. "Stop teasing me.."

Reaching between them he lined himself up with her opening and fighting his innate need to slam into her hard and fast, he eased into her with a firm thrust. Elena flinched, feeling very full. He was so much larger than Stefan.

Damon wedged his hand between them and massaged her gently where they were joined. She inhaled sharply and he kissed her until she relaxed beneath him and moved her hips experimentally. She moaned at the friction and Damon took that as his signal to move. Pulling back he thrust into her slowly, but firmly.

Elena arched underneath him and wrapped her ankles around his waist, trying to force him in deeper. Supporting himself on his arms, he picked up the pace, and drove himself into her further. He dropped his forehead to hers and lost what little control he had left when he saw her teeth sink into her bottom lip, as she tried to stifle a groan. His thrusts became erratic and her felt her tighten around him.

"Damon, I'm….oh…"

He wrapped his lips around her nipple and sucked firmly as he ground his pelvic bone against her clit. Elena came hard, yelling out his name as she writhed beneath him, hands clutching his biceps.

Damon slammed into her two more times before his orgasm tackled him from behind, racing up his spine as he spilled himself inside of her, groaning her name in a throaty voice. His fingers dug into the soft flesh of her hips as he held her to him, body still twitching.

He collapsed against her breast, exhaling heavily. Her hands sunk into his hair and she smiled down at him, running her feet down the backs of his thighs. She couldn't believe what she had just done. She had had sex with Damon. And it had been so good. Better than she had imagined. This certainly wasn't how she had expected this evening to go. He was right, she was a tart.

He raised his head. "What are you smiling at?" he said with a grin. She laughed in response and he growled, pinning her to the mattress, he thrust into her again. Her eyes widened in surprise, clearly not expecting him to be ready for another round. He smirked at her. "I have amazing stamina, Elena," he said as he swiveled his hips.

She smiled at his cockiness. "Show me what you got." And leaned up to kiss him softly.