Turning off her humanity was the best thing that had ever happened to Elena.

Or, at least it was until her so-called friends decided to interfere.

While 'shopping' in the nearby town of Grove Hills, she walked out of a clothing boutique store, several brand new outfits that she'd compelled herself for free slung over her shoulder.

Caroline was waiting on the sidewalk. The blonde girl gave her a tight-lipped smile. "Hi, Elena."

Elena raised a hand to shield her eyes from the sun. It was a beautiful, bright day, and sunlight glinted off the silver in her daylight ring. "What do you want?"

"I'm great, thanks for asking." Caroline adjusted the straps on her baggy gray purse until they were no longer in danger of slipping off her shoulder. "Just wondering if you know anything about the people back home who've been attacked by a vampire? We found a few of them just wandering in the town square like lost puppies."

Elena frowned. "I compelled them not to say anything."

"Oh, they didn't say anything. They didn't need to. The whole bloody, gaping neck wound thing gave it away."

Caroline's judgmental tone made Elena's eyes roll heavenward. "What's the big deal? It's not like I killed them."

When she not-so-subtly tried to maneuver around her friend, Caroline persisted. "Is everything okay? You spend a little bit of time with Damon, and suddenly you're feeding on people and leaving them severely wounded in the middle of the town square. Doesn't that seem a little, oh I don't know, odd to you?"

Elena's shoulders rose and fell the tiniest degree. "I don't know what to tell you. I'm fine."

"Jeremy said you haven't been home in a few days. Everyone's worried. Where've you been?"

"Last time I checked, you weren't my baby-sitter."

Caroline exhaled heavily. "Stefan thought this might've happened." She forced a hopeful smile. "You wouldn't be willing to go somewhere with me, would you?"

"Pass." Elena whirled, seeking escape in the other direction.

Her way was blocked by Bonnie who said sadly, "Sorry, Elena."

"No," Elena snarled and launched into a desperate race, trying to reach the witch before pain incapacitated her.

Too late. Before she was even halfway, she doubled over, crying out and clutching her skull as fireworks exploded in her brain. She fell to her knees, and someone jammed a needle into her neck, filling her with an overwhelming dose of vervain. Elena's eyes rolled up in her head, and she succumbed to oblivion.

It was the painful pinch of ropes that were tied too snugly around her wrists that dragged her from the murky depths of unconsciousness and into harsh awareness. Her eyelids fluttered open as she stirred and raised her chin off her chest. God, how long had she been out? Her neck was killing her.

While she took a much-needed minute to gather herself mentally, she realized she was tied to a chair and locked up in the dim, musty cell beneath the Salvatore boarding house. Great. Just great.

To make matters worse, she was also nursing a wicked vervain hangover. Blood flowed sluggishly, painfully through her veins. When she tugged ineffectively on the ropes binding her to the chair, she had all the strength of a new-born kitten.

She growled wordlessly, though the sound ended up sputtering into a cough. Her mouth was dry as dust. She had to get out of here, and she didn't just mean this cell. She meant Mystic Falls. Staying close to home had been a rookie mistake – one she wouldn't be making twice. She should have expected her friends to do something stupid like this. As soon as she regained her freedom, she was leaving Mystic Falls behind without a backward glance.

The sensation of being watched alerted her to the fact that she wasn't alone. She looked over at the cell door and spied Stefan. His pallid face was clearly visible through the iron bars of the viewing aperture, his melancholy green eyes full of concern.

She sneered, "Vervain? Ropes? Locked in a dungeon? What exactly are you Salvatores so afraid of? I'm just a girl."

"A very resourceful girl."

"Let me out of here," she hissed, already over the conversation.

"You know I can't do that, not when your new feeding habits have put us all at risk."

"So, what then? You're going to starve me? Torture me until I do what you want?"

"I'm not, but he is."

With a rusty creak, the heavy cell door swung open and revealed an unmistakable outline standing beside Stefan. Damon inclined his head. "Hello, Elena."

She stared back at him unblinkingly and felt nothing except the need to escape.

He stepped across the dark threshold and joined her in the cell. "I got it from here, brother."

"If you need a hand, I'll be upstairs." Stefan closed the door behind Damon. Elena never heard the lock slide shut.

With a nearly soundless tread, Damon approached, shadows moving across the planes and hollows of his pale face, dark mixing with light. She made sad eyes and feebly strained against her bonds. "Untie me. Please, Damon, they're really tight. It hurts."

"I bet. Flip your switch, and I'll untie you right now. We can walk out of here easy as pie."

She discarded the pitiful act and leaned back, affecting a seductive, come-and-get-me look. "Or don't untie me. I'm willing to try a little kink."

"I'll remind you of that when you're yourself again," he informed her with a blatantly male look. In the next breath, that look disappeared, and he continued, "But for now – and I can't believe I'm actually saying this - rain check on the kinky sex. First, you and I are going to have a little chat."

She moaned and sagged against the back of the chair. "Can you please just torture me instead?"

He withdrew a blood bag from his back pocket. "You look like you could use a drink."

As her dark eyes fixated on it, he held it toward her as though tempting a horse with a carrot. She sat up ram-rod straight, nails digging into the armrests like a hawk's talons grasping for purchase on its perch. She still had enough strength to make them crack loudly.

With a flick of his wrist, he tossed the blood bag on her lap. Leaning over, he easily ripped off the ropes holding her captive. When she looked up at him in surprise, he smirked. "Oops."

For an entire second, she regarded him warily, confused by his actions and searching for the trap, but then her hunger got the best of her, and she snatched up the blood from where it had landed on her thighs. She didn't even bother opening it the conventional way, just pierced the plastic with her fangs. Damon stood by silently while she gulped it down. Not very ladylike, but she didn't care. Once drained, she tossed the shriveled plastic aside and hopped up, heading for the door. The blood bag had restored her, but it hardly satisfied. She needed more. Something fresh.

He intercepted her, eyebrows raised, finger wagging. "Ah-ah, we're not done yet."

Her eyebrows went up in direct mockery of his. "I am."

When she attempted to skirt around him, he grabbed her upper arm. His fingers curled around her bicep and dug into her flesh just enough to remind her that she couldn't hope to outrun or outmuscle him. A charming, crooked smile creased his face, and he used his most soothing tone. "Just hear me out. Then, you can leave. I won't stop you."

After taking a minute to weigh the pros and cons of resistance, she went limp in his grasp. If it would get her out of here, she could play along for a little while.

"Fine," she said, not wanting to waste any more time, "if you want to talk, talk. Give me a condescending lecture about why I should turn my humanity back on."

He released her arm, all levity vanishing from his features. "No lecture, just the truth. One vampire to another, I get the allure of turning it off, believe me. It's incredible – the absolute freedom from all pain and guilt and responsibility. There's nothing to make you weak. But I know better than anyone that it doesn't last forever, and there's always a price to pay."

"Am I supposed to believe you care when you left me not once but twice?"

"Yes, I left you," he replied softly. "Because I thought it was the right thing to do. For you. I left you and got in my car and started driving with every intention of hitting the highway and never looking back. But I couldn't do it. Not this time. Instead of taking the turn that leads out of town, I found myself pulling into the small parking lot of a small motel. Do you remember the one I'm talking about?"

"I do now, no thanks to you."

He flinched, her pointed comment not lost on him. "That night with you … changed everything. It was the first time I let my humanity back in in a long time." A smile tugged at his lips as he was pictured her on that night years ago. "You were so kind and genuine and not at all what I was expecting. Even then you chose to see the good in a monster. You weren't afraid of me. And you made me want to feel something again, even if only for a moment." He reached for her hand and she allowed him to take it. His thumb rubbed calming circles on her palm. "That's the girl her friends and family need. That's the girl I need. This isn't who you want to be, Elena, trust me. This isn't you."

She rolled her eyes and removed her hand from his. "Actually, it is, and I feel amazing."

"You're stronger than this. Better."

"Obviously not. Why do you even care? You said you wanted me to be happy, and now I am."

"This is not what I meant. Turning it off does not equal happiness."

"It also doesn't equal grief or suffering. Should I go back to being the sad, pathetic little girl whose world stopped spinning just because of some guy? No thanks. Now you're the one who's pathetic. Big, bad vampire so afraid of a little girl."

From the look on his face, she knew she'd scored a hit. Lines of tension rimming his mouth belied his nonchalant demeanor.

Pressing her advantage, she purred, "But this was never just about fear, was it? No, because there's a part of you that enjoyed it. Enjoyed breaking my heart. Enjoyed punishing me for breaking yours."

A muscle in Damon's cheek twitched. "If, by enjoyed, you mean hated myself more than I ever thought possible, then sure."

"Oh, come on, not even a little?" She leaned in close. A vein in his neck pulsed erratically a hair's breadth from her lips. "I look like Katherine. It must have been like killing two birds with one sadistic stone." She pressed her lips to his bare throat and sucked gently on the sensitive skin. "Admit it. It felt good."

He growled a curse, teeth bared, and grabbed a handful of her hair, yanking her mouth off his skin. She laughed and her tongue darted out, wetting the sensuous curve of her upper lip. He followed the movement avidly.

"Do it," she breathed, deliberately goading him. "Throw me down on the ground and fuck me. Punish me all you want. I know you want to. I promise I'll like it every bit as much as you do."

For the briefest of moments she thought he meant to do it. His pupils dilated fully, the icy blueness of his eyes almost completely obscured by black, and his hand tightened in her hair, making her scalp prickle. But then he relinquished his hold with a jerk and stumbled back against the cell wall. Knees giving out, he sank to the ground with a thump. She went down with him and straddled his waist. He stared up at her dazedly, breath labored.

"What's the matter?" she asked curiously, a tiny wrinkle marring her brow. "Is it only fun when you get to see me cry?"

For the first time, he grew visibly angry, lips going pale, nostrils flaring. "You can't really believe that! You can't really believe that I enjoy hurting you. Or that I've been anything but completely in love with you this entire time."

While he was speaking, she experienced an aesthetic appreciation for his features - on purely objective grounds, of course. They were all just so … perfectly proportioned. Like he was a piece of classical sculpture. Her hand rose and the pad of her index finger touched the point of his chin. "You love me?"

"I tried to stop, but I can't." There was no more anger in his voice, only surrender.

Her finger traced the strong, square line of his jaw all the way to his ear. He might appear cold and hard, but under her touch, his skin was warm and soft. She followed the curve of his ear to its peak, brushing through the silky black hair that feathered over it, then jumped across to the high crest of his cheekbone. "Then maybe you're the one who should turn it off."

Her finger descended the straight slope of his nose and finally landed delicately on his upper lip, right where it curved in a sensual cupid's bow.

"I did, in the beginning," he confessed. "It didn't help. You were still the only thing I thought about." He laughed, a mirthless, choked sound that was more of a scoff than a chuckle. "You don't want to know how that manifested itself."

After leisurely tracing the shape of his mouth, so lush and pink, she bent and swept her lips over his, back and forth, tasting, sampling. He groaned, which she didn't so much hear as feel, the sound vibrating up from his chest and into her mouth. His fingers stroked along the grooves of her spine, love and longing for her evident in every gentle touch.

She whispered, "You love me." It wasn't a question this time, but a statement.

"I'm so in love with you I can't see straight," he whispered back, still caressing her back with pale, elegant fingers.

She stared down at him. There was a beat before she suddenly broke into laughter. "That was your big plan, wasn't it? You'd tell me you loved me, and I'd be so overcome with warm and fuzzy emotions, I'd have no choice but to turn my humanity back on."

He blinked owlishly as though emerging from total darkness into a bright light. "I'm sensing that it didn't work."

"It didn't work. Maybe you should have said it when I still cared."

His hand slid through her hair, long and dark brown like melted chocolate. "I know you don't care right now, but I need you to hear it, so that one day when you do care again …."

"I won't."

He continued petting her hair. That gentle sensation, the heat and scent of his body, the stunning blue of his eyes…. All these things were the opposite of unpleasant. They forced her to focus on the very attractive, virile man between her legs. They forced her to remember how good the sex with him had been. How good his hands and mouth felt all over her. How good he felt moving inside her. Her body responded to these thoughts, and she decided that she would have sex with him right now. She would wipe him out of her system before she took off.

"I feel nothing for you," she told him bluntly, "but I don't need emotions to see that you're really freaking hot. Let's fuck."

Her lips returned to his throat and nibbled their way to his ear. Along the way, she pressed tender kisses in the hollow below his jaw. Once she reached her destination, she sucked his earlobe between her teeth. Gliding her hands under his shirt and up the lean, sinewy expanse of his chest, she found and explored nipples hard enough to cut glass. Clearly delineated ab muscles. The light dusting of black hair beneath his navel. When her fingers tried to bury themselves beneath the waistband of his jeans, seeking the erection that throbbed intimately against her, he inhaled sharply and latched onto her wrists, freezing her in place.

"No."

"Why are you fighting this?" she murmured while planting more kisses on his throat. "Isn't this what you wanted? Now we can have a bunch of meaningless sex with no pesky emotions to get in the way."

With a light scrape of her sharp, little fangs, a razor-thin line of crimson appeared on the side of his throat. The teardrop of blood she licked away was dark and rich and headier than wine, more delicious than sin.

"Is that really how I seemed?" he asked with eyes closed. "Like being with you meant nothing to me? I must be a better actor than I thought."

She wanted him to stop talking. Aroused and in desperate need of relief, she mashed her mouth over his, nipping, biting, drawing blood. Devouring. As gentle as she'd been before, she was rough now, wielding her kiss like a weapon. She wanted to make him angry. Wanted to make him lose control. Wanted to break him. Turn him inside out. Flay him alive. She wanted to force his monster to come out and play.

But he let her do whatever she wanted, submitting to her assault with nary a murmur of protest. Not once did he try to stop her or temper the wildly violent clash of lips and teeth and tongues.

Frustration rose in her which she ruthlessly tamped down. Why wouldn't he react? She pulled away, and his eyes slid open. His pale blue gaze was completely unguarded, his soul bared to her sight. Somehow that made him seem more naked than if he'd been stripped of all his clothes. The vulnerable look tugged at something in her, something that struggled to make its way to the surface. She shoved it back into the remotest crevices of her heart, where it could stay forever as far as she was concerned, never to see the light of day.

"Being with you meant everything," he whispered hoarsely. "I'm not giving up on you."

His words cooled her ardor like nothing else could. She wrenched her hands out from under his shirt and stood in one smooth motion. "I'm done. I listened to what you had to say, and now I'm leaving."

She was out the door and into the stairwell before he regained his footing. She soon skidded to a halt, though, because someone was blocking her exit. In the bottom of the shadowy stairwell lurked Katherine. Her nemesis wore a shape hugging black leather jacket, tight black jeans, and black stiletto-heeled boots. A lapis-lazuli pendant necklace dangled just above her black tank top and an oversized square belt buckle flashed at her slender waist. Her lips were painted a dusky pink, and her brown eyes were hauntingly dark beneath dramatically long lashes and thin dark eyebrows. Loose curls tumbled freely about her face and down her back. She looked sleek and glamorous.

"Oh, no," Elena snarled. "You?"

Katherine pouted prettily. "Obviously. They wanted this done right."

"Excuse you, bitch of little faith," mumbled Damon as he came up behind Elena. His mouth was still swollen and glistening from her savage kiss.

Katherine straightened from where she lounged against the wall and stepped off the bottom stair, heading right for Elena but speaking to Damon. "As predicted, your plan failed. Now we're going to do things my way."

"You said you'd let me leave," Elena hissed at Damon.

"Yeah, I said I would. I didn't say anything about her. She's evil."

Elena ground her teeth together while Katherine smiled insincerely at her and remarked, "So, snowflake, you're all bad-ass now."

"What I am is really tired of people getting in my way."

"And feisty, too. I like it." The elder vampire stalked around her, shrewd gaze encompassing her from head to toe. The points of her stilettos left circular indentations on the earthen floor like mini stab wounds.

"Why are you doing this, Katherine?" Elena asked wearily. "You'll never convince me that you give a crap about my emotional well-being."

Her doppelganger's answering smile was fierce. "I don't, but I promised our boys" – she winked coyly at Damon whose lips twisted into a scowl - "that I'd help them turn you back into their pretty little princess who's too precious for this world, and I'm willing to keep that promise as long as it's not inconvenient for me. So we need to make this snappy, because I have better things to do."

"Oh?" Damon inquired sarcastically. "Are we keeping you from meeting your daily quota of lives ruined?"

Katherine shot him an evil side-eye. "Did I though? Ruin your life? No, I don't think so. If it weren't for me, you'd never have met Elena. Is that what you'd prefer?"

He shifted and looked away.

"That's what I thought. Besides, from what I just overheard a few minutes ago, you don't need my help crashing and burning." She returned her attention to Elena. "I'll make this simple. We're skipping all the banter and posturing and getting right to the violence. Flip your humanity switch, or I'll torture everyone you love and make you watch."

Elena shrugged, signifying how utterly unimpressed she was. "Empty threat. I don't love anyone right now."

Katherine stepped in really, really close, eyes narrowed to slits. "Are you sure about that?"

With a voice as dead as she felt inside, Elena replied, "Yeah."

"Hmm, okay, then I guess you won't care if I do this."

Like magic, a stake materialized in Katherine's hand. She stepped backward which brought her within range of Damon. Quicker than a striking snake, her arm whipped out and plunged the stake right through his heart. He expelled a forceful breath and clutched weakly at the protruding stake, his face a mask of disbelief. He dropped to his knees, then over onto his back.

Elena stared in shock, mouth hanging open, eyes wide with horror. "No!"

As the grey pallor of death crept up Damon's neck and spread over his face, the light in his blue eyes faded faster than a falling star streaking across the night sky.

Not even the self-defense mechanism of a no-humanity switch could withstand the rushing river of emotions that flooded through her at the sight of Damon's corpse. Everything that she had excised not only returned full-force but multiplied exponentially. Before she'd been empty, filled with nothing. Now she was brimming over with so much soul-deep pain it didn't seem physically possible that she could contain it all without bursting at the seams.

"No, no, no, no, please don't be dead. Please. Oh my god, Damon…." She flung herself onto the ground at his side and cradled his head in her arms, weeping brokenly, denying the evidence before her eyes. "You're not dead. You can't be dead."

Katherine stooped and reclaimed the stake, yanking it free. She smirked. "My work here is done."

Elena went from soul-numbing anguish to white-hot rage in point-two seconds. Her mind emptied itself of everything except swift, brutal revenge. She jumped to her feet and bared her fangs.

"You bitch!" She took a lunging step forward with every intention of ripping Katherine's heart out or dying in the process but her doppelganger held up her hands placatingly.

"Relax, it wasn't real." Katherine pressed the stake against her palm. It folded in on itself. "See? Collapsible stake."

"But - " Elena spun and saw Damon sitting up, so wonderfully, amazingly alive. He looked completely healthy. Her joy and relief were so profound that tears squeezed from the corners of her eyes and left hot, wet tracks down her cheeks. "How?"

Bonnie's voice answered her question. "An illusion spell. I'm sorry, Elena, it had to look real. You had to believe it."

Elena peeled her eyes away from Damon and saw Bonnie, Caroline, Jeremy, and Stefan crowding the bottom basement stairs. She hadn't even heard them come down. Their faces were colored with various shades of worry and apprehension.

"It wasn't real?" Her voice trembled.

Katherine flicked her wrist in an exasperated manner. "It wasn't real. Get over it, and while you're at it, show a little gratitude. I just rescued you from your own stupidity."

"Could we get some privacy?" Damon asked, though his tone made it clear that it wasn't actually a request. As he rose to his feet, he rubbed a spot on the back of his head. Maybe he'd bumped it while faking his own death.

Good, Elena thought, dashing away her tears. He deserved it. She had to fight off the ridiculous urge to go over and kick him in the shins. It was a really close fight. She almost lost.

"Fine, but don't forget you owe me. Big time," Katherine announced and strutted past everyone up the stairs. After a reassuring nod from Elena, the others followed. That left her and Damon alone.

Several minutes ticked by with neither of them saying anything. They just stood awkwardly in the narrow hallway, facing one another, several feet of space between them. Though she'd never have known it from the noncommittal look on his face, he was nervous. She could only tell because of the way his blood sang briskly through his veins, powered by a heart tattooing an unsteady rhythm behind his ribcage.

Once she trusted herself enough to speak without breaking down, she demanded, "That was your idea? Or hers?"

"Neither. It was Jeremy's." He smiled begrudgingly. "I must be rubbing off on him."

She glared, palm itching with the urge to slap him.

He seemed to sense that and retreated a step. "It's not like we wanted to trick you, but it was a good idea." After a beat, he added, as though it somehow justified what he'd put her through, "And it worked."

"It was none of your business! Why do you even care? You shouldn't even be here!"

"I couldn't let you do that to yourself, Elena. Whatever happened would be on me."

"So not only did you leave me, but you decided that I have to feel every horrible moment of it, too."

"I was just trying to do the right thing. All I've ever wanted is to do what's right for you, Elena."

She shook her head back and forth slowly, not wanting to accept what he was saying. "It was all a trick."

"No," he protested adamantly, "not all of it. I meant everything I said to you in there." He jerked his chin in the direction of the cell.

She held a hand out in front of her to stop him from speaking further. There was an odd squeezing in her chest. "I can't talk about that right now. I don't know what I'm feeling. I need – I need a minute."

That was true. Her mind churned chaotically, refusing to settle, a gathering storm that had yet to break. All she knew for certain was that she felt exhausted and drained. Her back fetched up against the cold, rough stone wall and she slid down until her butt hit the floor. Drawing her legs in, she hugged her knees tightly. She planned to get up and leave in a minute … but for now she just needed to sit.

He watched as she slowly folded in on herself, the tilt of his mouth rueful. Then, he too slid down across from her. The toe of his boot butted up against the tip of her sneaker. She didn't know if she wanted it there, but she didn't pull away.

Meeting his gaze, she frowned. "I don't need-"

"I'm not leaving you," he interrupted, softly but firmly.

She swallowed the rest of her words, and they went down thickly, almost choking her. She wasn't sure what he meant by that. Did he mean that he wasn't leaving her right now or that he wasn't leaving her ever?

Her frown hesitantly morphed into a small, sweet smile. She'd worry about it later. For now, it was enough that he was here and that he was alive.

He gave her a soft, affectionate look in return that made her vision blur with tears. She looked down.

They stayed that way, completely silent, barely touching, for a long time.