A/N: Hey all! Okay, so I've tried to blast this one out to clear my head, because my Uni applications have just been sent off and I'm freaking out, so I'll apologise in advance because this is terrible and rushed and aaahhhh D:

Anyways, this one was requested by PaganDruidFuneral, and it's something you'll all (hopefully) enjoy. It's set in 3x19, and it's basically Damon and Elena's thoughts and feelings during this scene, and Jeremy doesn't interrupt them! Until a little later, anyway.

Oh! And over 50 reviews guys! Jeeeesus, I love you all so much! Thank you for being patient with me, I'm back at school so I've got my hands full with other things.

Credit where credit's due; PaganDruidFuneral for the amazing idea! I just took it and did what I love to do.

Disclaimer; I own nothing.

Apologies for any spelling and/or grammar mistakes. I was hyped and nervous when I wrote this, so I'm giving extra apologies this time.

He would be lying if he said he wasn't surprised to see her eyes open.

He'd turned his gaze from his empty cup to glance at her for a moment, just a moment, while she was sleeping and peaceful and her brow wasn't creased in worry and her cheeks weren't blackened with fatigue. But instead of seeing close lids, he was met with wide doe-eyes, staring through the darkness.

She was watching him with her head still rested on the pillow, and when his eyes met hers she stared, caught in the startled blue orbs for a moment, before curling her arm against the pillow and trying to go back to sleep.

The corner of his mouth tugged sideways in a small smile. He was mesmerised, and it was really at that moment, his heart tight in his chest and his eyes unable to leave her form, that he realised just how hard he'd fallen for her.

And then her eyes opened again, as though she was trying to watch him, too, and this time when their gazes met she held on. She lifted her head a little from the pillow to get a better look at him. Yes, he was shirtless, and yes, he was beautiful, but it was his eyes that kept her hanging. He was watching her with something akin to wonder, adoration, and it made her heart flutter. Stefan had looked at her with love and affection, but he'd never looked at her like this.

Damon tipped his head at her, then set his cup on the table and stood, crossing the room and lying, a little hesitantly, on the bed beside her. He tucked his hand beneath his head against the pillows. The whole time, his gaze never left hers.

She watched him for a little longer, before her thoughts caught up with her and she spoke, breaking the silence.

"You never told me about that," She said, her voice a husky from sleep, "What you did for Rose." It was true, he'd never mentioned it. And it had been so sweet of him, it had, and she knew that, but a little part of her was jealous of the affection he'd shown the dying vampire.

For the first time he twisted his head away, breaking their gaze.

"It wasn't about you." He murmured, voice equally hoarse.

"Why don't you let people see the good in you?" Elena asked him, a little teasing in her tone, but her question serious nonetheless.

"Because when people see good, they expect good." He turned his gaze towards her again, meeting her curious eyes with pain in his own. "And I don't want to have to live up to anyones expectations." Your expectations, he thought to himself, and from the look on her face and the break of her gaze, he knew she'd thought the same thing.

She rolled away from him, then, realising just how close they were and knowing he'd be able to feel the guilt radiating from her in waves. She was well aware that he was talking about her. And that hurt more than she expected.

Her breathing grew quick and she settled on her back, pulling her hair away from her neck in an attempt to rid herself of the sudden choking feeling in her throat. She dropped her hand down beside her on top of the covers, stretching out her elbow, simply for something to do.

He knew he'd made her awkward and he wanted to make it better, but he'd just admitted something to her that he'd never even admitted to himself before. He was so scared of hurting her, of disappointing her, that he was working as hard as he could to show her how much of a monster he could be, so that she could only ever be surprised when he did something right.

Her hand brushed his when it fell, and a wave of emotion burned his lungs and took control of his limbs, twisting his arm to move nearer her skin. He hooked his fingers under hers and his thumb brushed the back of her hand in slow, hesitant movements, until he had her fingers clasped in his own. He looked up to her face, then, and met her eyes. Her breathing was heavy and she rolled her eyes frantically, before pulling her hand from his, pushing the covers away and rushing from the bed, out of the room and into the hall. He frowned, lifting his head and watching her leave.

She pulled on her jacket in the hall, wrapping it around herself and leaning against the vending machine, her breathing still too heavy. Her head was spinning and her mind was clouded.

She heard the door open behind her and rolled her eyes, heart thrumming a nervous beat against her ribcage. She shifted her weight from one foot to the other and raised her arm to rest her elbow against the machine, breathing in a ragged breath.

"Don't..." She said, shaking her head and crossing her arms.

Damon stood behind her, watching her with a nervous disposition, terrified and yet oh-so prepared for the rejection he was about to get. Her heartbeat was pounding in his ears and his stomach curled unpleasantly when her voice floated the distance between them.

"Why not?" He asked her, tipping his head slightly to one side. "Elena..." he whispered.

And then her lips were on his.

She launched herself at him, resigned to the idea that this was what she was here for, so why not enjoy it? His hands came up to her back, holding her tight against his chest and after a moment of shock, his lips moved against hers. Her hands came up to his neck, curling her fingers into his hair. She pulled away for a moment, as though she wanted to stop, but something pulled her back and she was sure it had nothing to do with the hands at her waist.

He couldn't believe it. He really, really couldn't believe this was happening. Damon brought his hands up to her hair, and down to her waist, and to her back, and back to her neck, and he didn't really know what to do with himself. She was everywhere and he wanted to be everywhere with her, but wherever he put himself, it was never enough. He needed to keep her still, somehow, and he staggered forwards, taking her with him to hit the wall. His hand shot out for the unyielding surface, slowing their movements until her back melted against it. The last thing he wanted now was to hurt her.

Elena was dazed. She'd expected a quick kiss, a kiss to assure her she felt nothing, a kiss that let her forget him and move on with her life, with Stefan. This was the last thing she'd thought would happen. He was everywhere. Her hands ran over his shoulders, up his arms, in his hair, around his back. She opened her mouth in a gasp when his lips left hers to worship her neck and chest, but that wasn't what she wanted. She pulled him back to her with her fingers in his hair and kissed him again, hard.

Then he was pulling away.

He met her gaze with his own, both panting and clinging to one another. And he was so sure she was going to push him away, slap him, shout and scream and cry, anything. But she didn't. She held his gaze with her own for a time, then pushed their lips back together. His hands shifted to her hips, and then her backside, and he pulled her against him while straining forwards, pushing her hard into the wall.

She let out a soft moan and a loud breath, aware that they were making altogether too much noise, and not caring in the slightest. It felt too good, too hot, too right. Elena's hand came up to cup the back of his head and she tangled her fingers in the hair against his neck, holding him close to her, too.

Damon lifted his hand from her backside to her neck, curling it beneath her hair, and his kisses grew softer. She reciprocated in kind, loosening her grip on him and resting her hand against his neck, thumb brushing his jaw delicately. He broke the kiss, resting his forehead against hers for a moment and breathing heavily. Elena reached out again and kissed him softly, nipping his bottom lip gently before letting him go. He gave a contented sigh, and they both let their eyes slide closed.

"Elena..." Damon whispered again, tangling his hand into her hair. She raked her fingers softly over his scalp and he let out a sound akin to a purr, contented. She took a couple of deep breaths to calm her racing heartbeat.

"Damon." She breathed. "Oh my God..."

"No." Damon murmured, giving her a chaste kiss on the lips. "Please no..."

But she pushed him away gently, hands on his shoulders. And when her eyes met his, she saw tears there. Her thumb stoked over his clavicle lightly.

"We...we can't do this." She said, "It's not fair...not fair on Stefan." She was still panting softly, her eyes searching his, begging him to understand her.

He stepped back then, moulding his face into a blank expression, eyes hard and cold. Elena sighed, rubbing her temples with her fingertips. She reached out and took his face in her hands, brushing her thumbs across his jaw-line.

"You're turning me down. Turning this down." He gestured between them pathetically, voice thick, his hand falling limp at his side. He barely had the energy to hold himself up anymore.

"I'm not saying no, Damon. Just...not right now." I need time to think.

I love you. Why can't you see that? Damon thought desperately, letting his gaze soften as she held it, and he allowed every ounce of the disappointment he felt flood them. He saw the guilt spread on her face, and a little part of him revelled in it.

"I'm not good enough for you." He deadpanned. Elena shakes her head vehemently, and to prove her point, she kisses him again. And he wants to push her away, he really does, but she feels too right and he can't do that to himself, so he melts and kisses her back, one hand fisting her hair softly. This kiss stayed soft, gentle, but it held so much meaning and he let out a noise that was more than a whimper but less than a moan. Elena pushed against him softly, moulding herself to his chest.

His heart had never felt such an odd combination of light-as-air and pit-of-his-stomach-heavy. She was everything he wanted, but the situation left a lot to be desired. But he forced his brain to shut off, just for a moment, and let himself enjoy the feel of her lips on his, the feel of her body curved against his own.

And then...

"Elena?"

Hands pushed his chest away and he stumbled back a step, one hand still tangled in her hair.

"Oh, my God, Jeremy! I..."

Damon moved away, lips kiss-swollen, dropping his hand from her neck and turning to look at Jeremy.

Jeremy turned his head to look out the door, feeling suddenly guilty and a little embarrassed.

"Rose found Mary." He said, "She lives in Kansas."

Damon twisted his head to look at Elena, and she lowered her eyes to avoid his gaze, feeling her cheeks heat. She'd hoped and prayed that that kiss would mean nothing, and those dreams had shattered to pieces the minute their lips had met and her heart had swelled. Nerves made her sick and she rested a hand on her stomach.

"Okay then." Damon murmured. "Let's go."

A/N: And voila! Again, I'm so sorry that it's not all that great. Like I said, I've been a nervous wreck tonight.

But please, feel free to leave me a review! Also, I'm aiming for 100 follows on this story, so please, if you're enjoying it, just click the button and make my day!

I love you guys, and I'm sorry for this.

Thanks in advance,

Someone x