Title: After Dark

Summary: Elena can't sleep and Damon is dying to find out why…

Rating: M, eventually

Disclaimer: I don't, in any way, profit from this story. All creative rights to the characters belong to their original creator(s) – no copyright infringement is intended.

"Because if you don't you'll die. And so will I, and so will Stefan and every other vampire on this earth." Katherine shrugged.

"Well, I'd say that sounds like a good enough reason to me." Damon replied. "It's not like I've got anything better to do."

Stefan turned away from them all and began pacing in front of the fire place. "Fine." He mumbled to himself, digging his hands in his pockets.

Damon fixed Katherine with his gaze. "Ignore him, he's drunk. Now, got a plan you'd care to share?"

"I thought you'd never ask." Katherine grinned, reaching for the decanter of Bourbon and a glass.

Damon waited patiently, his hands at his sides, his body acutely aware of how close Elena was to him. And he didn't think Katherine or Stefan noticed when Elena carefully slipped her hand in his.

"I don't see why this is necessary." Stefan leaned on the bonnet of the Camaro, his brow furrowed in irritation.

"I'm sorry, are you having trouble keeping up? My contact can't make it here before daybreak which means we have some time to kill." Katherine sighed.

"Besides, Elena is tired. She needs to rest." Damon looked at Elena's sleeping form in the backseat.

"How gentlemanly and observant of you." Katherine's lips quirked upwards.

"I can't believe you had the nerve to come back." Stefan was shaking his head.

"You really are a Slow Joe. I had no choice, impending death and doom and all that."

"Sure, that's what you say. Maybe this is some elaborate grand plan for something else." Stefan stood, moving to stand right in front of her face, eyes blazing.

"Like what, to get back my honey-bun?" She trailed her hand up his arm, looking at Damon knowingly. "Stefan, you are even more adorable than you were in 1864."

"Katherine." Damon's tone was low, his eyes relaying a warning.

"Damon." She grinned back at him.

"Damon?"

"Elena." Stefan moved from Katherine to Elena, who was now out of the Camaro and looking rather disoriented. "How are you feeling?"

"Now is not the time." Damon murmured, low enough for Katherine to hear but not as to catch Elena's attention.

"It so is." Katherine slipped her hand into her jeans pocket and produced two keys. "Two rooms, two keys."

"I'm not leaving you alone with Elena." Damon was growling now.

"Then I guess that means you're bunking with me." Katherine sidled up to Damon, her hips swaying and her red lips pouting seductively. "Why waste an opportunity?"

"No." Elena's voice was low but clear.

"Choices, choices." Katherine didn't look away from Damon. Instead, she wrapped an arm around his waist and pulled him towards her.

Damon could see Elena close her eyes at the sight of his ex-girlfriend winding herself around his body.

"You'd really rather that I share with Katherine and you with Damon?" Stefan said disbelievingly. "Do I disgust you that much? That you'd happily let me share a room with her?"

"Elena is tired, Stefan. Let's let her get some." Katherine untangled herself from Damon and waggled her eyebrows at Elena. "Sleep, I mean." She grabbed Stefan's arm and carefully led him away, tossing the other key to Damon over her shoulder.

Stefan didn't fight her but he turned to look at Damon questioningly. Damon shrugged and watched until they disappeared into a room down the balcony.

Only then did he move, reaching for Elena's hand as he led them in the opposite direction.

The motel room was dark, only the flickering light from the balcony outside illuminating the room. In the absence of flowing conversation, he'd opted to sit on a chair by the window with a bottle of Bourbon whilst she lay in the bed. In a tank top and shorts this time.

"I'm sorry." Her voice broke through the darkness and he turned to look at her questioningly.

"For what?"

"For making you share a room with me." She sat up, resting on her elbow so she could see him better. His shirt was hanging open, his sculpted torso smooth and almost glowing in the light from outside.

"Is that what you think?" He slugged back the last of his drink.

"I saw you with Katherine. You say it will always be Stefan for me, but for you, it will always be her."

"What did you tell her about us?" Damon deflected, his eyes blazing sapphire.

"I didn't. She just guessed." Elena mumbled, tucking her hair behind her ear.

He felt his chest clench as he observed the line of her neck and the bare skin of her shoulder. "And what did she say?" He pressed.

"She said that Stefan and I are too alike to find happiness and so are you and Katherine." Elena licked her lips, absorbing the words as she said them herself out loud.

His eyebrow quirked in surprise. "That's rather astute for her."

Elena rolled onto her back, staring up at the ceiling. "She also said that you were both wild and reckless in pursuit of your desires."

Damon snorted. "I'm sure you had plenty to tell her on that front."

Elena turned to look at him, smiling. "I wasn't feeling particularly share-y."

He moved to sit on the bed next to her, his hand resting millimetres from hers. "I'm glad."

She edged her hand forward, her fingertips touching his. "She said that you desire true and unconditional love in its purest form."

He looked at her and then she saw it. She saw what she'd been searching for all this time. He was laid bare for her, his eyes shimmering with vulnerability, his body trembling slightly as he fought his every instinct to wrap himself around her and never let her go.

"Why don't you let people see the good in you?" She rubbed her thumb on the inside of his wrist, watching his body react to her touch. His eyes slipped closed and his breathing quickened.

"Because when people see good, they expect good." He whispered, opening his eyes and blinking as he watched a tear track down her cheek. "No. Don't you pity me."

"I'm not. I just – I.."

"Why would you think that I can find true and unconditional love with Katherine?" He asked, his lips pursing as he attempted to regain his composure.

"I don't think you can." Elena looked up at him, her eyes sad and watery. "I just think you want to."

"Even now? After everything? After everything that we've been through, after everything that I've said to you?" He moved, too fast for her to see but she found her wrist held tight, her arm pinned to the length of his thigh.

"The way she is, she can be someone I can't – she can give you things-" Her voice broke as she remembered the way Katherine had curled herself around him.

"What things? There is nothing on this planet that that woman can give me that you can't." Damon was angry now. What on earth had made Elena doubt herself life this?

"You don't know that. She's – experienced." Elena whispered, a flush blossoming on her cheeks and neck.

"If you mean she's a skanky ho, then yes, you're right. But so what? I wouldn't want you to be that. You need to understand, you – Elena Gilbert – are everything that I could ever hope for, ever want – need even – in a woman."

"But Stefan said–" Elena sat up again, the tears falling freely now.

"Stop right there. I've heard enough." Damon let go of her wrist and stood up abruptly. He started pacing the length of the bed, his hand carding through his hair in exasperation.

"Damon, please."

"It's very important that you don't tell me what Stefan said about you and Katherine. If you tell me Elena, I won't be responsible for what I'll do."

Elena nodded and lay back drown, drawing the covers up to her chin. She'd never told anyone about it before, not even Caroline. She knew he'd said it in the height of his blood-frenzy but those words had stuck with her despite her having tried everything she could to block them out. She'd never spoken about it again, even after Stefan had 'recovered' but she knew he remembered them as well as she did. She knew that whatever she felt for Damon, that those words were the reason that her and Stefan had imploded. She just wasn't enough for him anymore. She knew she should care that Stefan was with Katherine, just a few doors away but she didn't. Damon had made her feel like perhaps, she was enough. For a short while at least, until she saw him with Katherine and realised that he felt the same as Stefan. Her body began trembling as she tried to dampen the waves of emotion coursing through her.

Damon, who had been lost in his rage, looked down at her then – taking in her trembling form. Without pausing to think, he peeled off his shirt, pushed down his jeans and climbed into the bed next to her. Her eyes were wide and glassy with tears. Without saying a word, he untucked the covers from around her body and pulled her to him, tangling his legs with hers and drawing her upper body against his chest.

She looked up at him, her breath quickening at the suddenness of his proximity and the intimate way their bodies were touching. Tentatively, she placed a hand on his chest, enjoying the way his face changed as she willingly explored his body. He fought to control himself, keen to not scare her by pushing her too fast but to prove to her at the same time that she was more than enough for him. That she was everything to him.

He covered her hand on his chest and lifted it slightly, smiling a little as she looked at him questioningly. He trailed her hand from his chest and dragged it down his body – over his abdomen and lower still, under the waistband of his boxer shorts until he settled it on his growing hardness. "Does this feel like you're not enough for me?"

She gasped, her pupils blown as she watched him bite his lip at the contact of her palm against him. Almost reflexively, she squeezed him gently in her hand, wetness dampening her panties as he let out a guttural groan at the pressure she applied.

"Elena." His hips jerked a little as she repeated the motion, rhythmically yet torturously gently.

Almost drunk at the sight of this man coming apart at the lightest of touches, Elena grew bold and tilted her head so she could bite at his neck.

At the feel of her teeth on his jugular, he bucked sharply into her hand, his eyes tight shut as though if he opened them, the spell would be broken and this moment would end.

Licking down to his collarbone, she breathed hotly against his skin, lost to the waves of power crashing through her body at the responsive of him underneath her. She felt like she was flying, like whatever it was that had been tethering her to the ground had snapped and suddenly she was free.

His eyelids fluttered open as she moved lower down his body. Seeing her licking down his chest only served to arouse him more, his jaw ticking as she carefully gripped the base of his cock.

"You're beautiful." She whispered, as she admired the ripple of his flexing muscles as his bucking hips increased in pace.

She marvelled at the feel of him in her hand, hard yet soft at the same time – hot and pulsing in her palm. He watched her through hooded eyes as she tentatively explored him, teasing him with the rhythms she had discovered made his hips move faster and his hand clench tighter on her shoulder. Never had he imagined that her touch would scorch him to the core of his soul, never had he imagined that she would look at him like the way she was looking at him now – like she wanted him, like she needed him, like maybe she could love him.

His hips pistoned off the bed and suddenly he roared. His cock exploded, thick jets of come erupted over her fingers and rained down on his stomach, his hips sputtering as ropes of fluid covered him and the surrounding covers.

"Damon." She watched in awe as his climax hit him full force, amazed at his beauty and the fact that it was her that had undone him so spectacularly.

"Elena." He panted, his eyes searching hers as his body calmed after the storm it had just rode through. "You see what you do to me?"

She looked at him then, truly looked at him. And she realised in that moment that she wanted to give him what he wanted. She wanted to be the one to give him what he truly desired.

"I see you, Damon."

He felt it. Whatever had happened in that moment, he felt it. Something deep inside of his chest shifted, like a puzzle piece being slotted into place and he knew that life as they knew it would never be the same again.

I know this has taken longer than previous chapters but hopefully now you'll see why… Yes, I shamelessly used episode 3x19 for inspiration/quotations and I hope that you'll agree that the way I've re-interpreted it works for this story. (Also, I slipped in a PS I Love You reference for those of you that are fans.. just because it seemed fitting!)

I'm really, really nervous about this chapter so please, please, please review…. Please?