Elena had no idea where to start looking. She walked to the woods nearby, and glanced in the trees as she passed. She paused, baffled in where to go.

"How will I ever find him? He could be _anywhere_." Elena sighed. She closed her eyes to concentrate when she heard someone behind her.

"Well, well. Who have we here? The fair Elena."

She whipped around. "Damon."

He stepped closer.

"Damon I need to talk to you."

"What about?"

"Well, for starters.... why you acted the way you did with me at my house. Why were you so....uncivilized? You changed so much, it was if I'd never met you."

"Maybe I have changed. Why would you care?"

Damon was normally so poised, so controlled and at ease. Unless, of course, he was angry.

"Because I care about you."

His dark eyes were trained on her, just watching, as he took another step closer. Some emotion flickered for just an instant in his eyes.

"Damon, I know how you must have felt when I chose Stefan-" Her sentence was cut off.

"No.... You wouldn't," he replied slowly.

"Damon...." She wanted to understand desperately. "Tell me." She whispered, her eyes intense and pleading.

"Are you sure you really want to know?" he questioned softly.

She nodded. "Yes. I'm sure."

He canted his head to the side, his eyes still on her face. He spoke.

"You don't know how much it hurt to see you with my brother, his ring on your finger. I wanted to be the one to hold you, kiss you...." He paused, then added, "The one to make you happy."

Elena was shocked into silence and she was afraid he might stop if she talked.

"When I was in Florence, after you'd died, I didn't want to believe you were gone. I think Stefan figured how I felt. He'd said I could go on pretending that I didn't care but he said he knew better...."

His expression changed, suddenly, and if Elena's senses hadn't been as sharp, she would have missed the look on his face. For that instant, he had looked almost....pained, but it was gone before she could analyze it further.

"Elena?"

She felt her heart constrict. "What?" she whispered.

"I love you."

Elena's mind raced wildly. "What?" she repeated dumbly. Her eyes widened. "You _what_?"

He didn't bother to speak. He knew she heard.

Elena put a hand to her head. "Damon....you just said you--"

His face was pinched, as though in pain and Elena knew it was the same look she'd glimpsed moments before. "I know."

Speechless, she stood there. And, as she watched unable to move, muscles seemingly paralyzed, he leaned towards her, a finger brushing over her lips, his eyes on hers. She felt a flutter in her stomach.

She swallowed, her eyes locked with his as he placed his forehead against hers, running his hands through her hair.

Elena was afraid.

Not of him, but because she felt what she thought would fade. She felt the understanding, the force that she didn't quite understand but drew her to him. A thousand memories came rushing back.

"Well?" he asked, almost too soft to hear.

"Damon," she breathed, lost in the beautiful black eyes that filled her vision.

"_This can't be happening. I love Stefan._" her mind screamed.

Doubt crept into her mind when his lips touched hers, soft and cool like the brush of silk against skin.

Elena didn't move.