Damon woke slowly, feeling unusually warm. He looked down and saw Elena wrapped around his chest her leg looped over his waist. Elena. He nearly shot across the room in shock. The events of the previous night ripped through his brain like a cannon ball. His lips pressed against Katherine. It's always been Stefan. Climbing in the window to Elena's room needing to see her, talk to her. It's always going to be Stefan. His lips against her throat, her jaw. Take me.

He looked down at Elena who was still sleeping peacefully, clinging to him. She had told Stefan it was over, had been over. The phantom sultry sweet taste of her blood soaked his tongue as he remembered the tightness of burying himself deep inside her as she moaned his mere memory of her breath in his ear, her skin pressed against his, their sweat mingling made his fangs elongate. He closed his eyes and his mouth willing them to retract. He knew Elena would be awake in a few minutes. He knew it was likely that she would wake feeling guilty, regretful of what she had done last night and he didn't want to give her a reason to regret what she had done. After a few moments he felt his fangs slide back and he took a deep breath his eyes closed.

"Morning." he heard a groggy voice as a smooth hand rubbed over his chest. He was resolved not to devour her mouth or to press her into the wall as soon as his eyes met hers. He could practice restraint. He opened his eyes and looked down at her and nearly melted. Elena was looking up at him smiling softly in the haze between sleep and consciousness. The deep red of the tank top contrasted against her smooth olive skin. Her hair fanned out on the pillow in chocolate waves, and her deep brown eyes were gazing up at him adoringly. He wasn't used to anyone looking at him like that. With lust, fear and anger yes. With sadness, regret and the blank stare of compulsion, yes. But, adoringly? As though he held the answer to her loneliness, as though he was the source of her strength. No. No, Damon wasn't used to that look at all.

"Morning." he said instantly regretting how shocked and shaken he sounded. He brushed his hand across her forehead clearing away the wisps of hair from her face. She closed her eyes at the cool brush of his skin across hers. She sighed lightly and she felt his hand pause almost imperceptibly before it slid down her jaw. She turned into his touch kissing his palm. She slid her hand down his chest and pulled herself tighter into him inhaling his scent. Damon was shocked. Completely and utterly shocked. He had expected the usual scene: her hazily waking up, looking into his face, a look of shock and fear, pushing herself away from him, screaming at him to get out. But he had never expected for her to see him and pull herself closer, feel contented by him.

"Thanks for staying all night." she said opening her eyes looking at him soberly. "I don't think I would have slept at all last night if you weren't here."

"Yeah, you were out pretty fast." he said. He ran his hands down her side to rest in the valley of her waist. She sighed again her breath jagged as his hand drifted down further his thumb rubbing her jutting hipbone.

"Last night was exhausting in more than a couple ways." She said rubbing her leg up and down his side. "But, I'm all charged up now." She moved over him pressing him onto his back as she straddled him. Her hands rubbed up his chest to his shoulders and back down.

"I can see that." he said smiling up at her. "But your blood has me all charged up." He flipped her on her back pressing her wrists into the mattress. He heard her heart start to pound in her chest. For a moment he thought he had gone to far and went to pull back but then he felt her legs wrap around him and her fingertips ran down his back. It was then he realized her heart was pounding in arousal not fear.

"Why don't you show me how charged." she said a smile peaking at the corner of her mouth.

"I'm already a bad influence on you." he said smirking up at her.

"Now why do you say that?" she said as Damon leaned down to kiss her neck.

"Well I've already increased your sexual appetite severely. And you're smirking." he said kissing the corner of her mouth. "If you start drinking scotch out of crystal tumblers and wearing John Varvatos I'll be worried."

"Aw." she said a fake pout crossing her lips. "I was looking forward to walking around in your shirts."

"Well, maybe I could get used to that." he said leaning down to kiss her neck. He ran his lips down to her collar bone as she moaned in his ear.

"Elena?" a rapid knock came at her door. "Elena, are you up?"

"Aunt Jenna." she mouthed at Damon before pushing him off her. He got the hint quickly and rolled silently off the bed to the floor. "Yeah I'm up." she said trying to keep her voice even. Her door opened as Jenna leaned inside.

"You feeling ok?" she said tilting her head at Elena. "You look kind of flushed."

"I'm fine. I'll be down in a minute."she said sitting up but tucking the blanket around herself.

"Take your time." she said. "I was just seeing if you wanted to go shopping. We could just have some girl time maybe catch a movie." she trailed off hopefully.

"Actually," said Elena glancing down at the side of her bed. "I'm feeling a little warm. I think I'll just stay home, drink some tea and kill this bug before it gets too bad."

"Ok," said Jenna. "Call me if you start to feel worse." Elena nodded as Jenna shut the door.

"And now I've got you lying to your family. I'm ashamed, Elena." Damon was on top of her so quickly her head spun.

"Do I need to punished?" she said crossing her wrists over her head.

"I am definitely a bad influence. And I've never been so excited to corrupt." He kissed her neck again growling. She moaned pushing her hips against him turning her head to the side. "But-"

"But?" she said her head snapping back around. "But what? Why aren't I already naked?" She ground her hips against him again dragging her nails down his back..

"Calm down." he said gripping her arms. "I know this is completely out of character but we need to talk first."

"Ok." she said. "What do we need to talk about?"

"You do realize that even though Stefan left last night without too much of a fight, he's not going to just let you go. And just because Katherine doesn't love me doesn't mean she'll let you have me. We- You're not safe." Elena sat up looking at the pattern on her bedspread. He sat up behind her laying a hand on her lower back. "I'm not trying to scare you. I'm just trying to keep your expectations realistic. As much as I would love to kidnap you and keep you chained to my bed... We need to think logically."

She looked up on him. "Wow." she said breathlessly. "When did you get all... defensive?"

"I've been looking after you since I got to Mystic Falls if you remember correctly."

"But you would always be so cavalier about it. You were never so comforting." She leaned into him and felt his lips press into her soft hair as he stroked down her back. She leaned over her shoulder kissing him softly. "Thank you." she said quietly.

"What exactly are you thanking me for?" He said kissing her softly again.

"For protecting me, for not letting me lie to myself anymore, for-" he stopped her rambling by pressing his lips against hers firmly.. She lost her breath as their tongues stroked against the other. "For that too." She said pulling away.

"Well thank you for not choosing Stefan." he said kissing one side of her neck. "And thank you for not falling for his hero act." He kissed the other side. "And for.." he paused for a moment and she turned to face him. "For being you." He leaned in to kiss her but she leaned away.

"Translation: for not being Katherine." she said looking at him her eyes less warm then they had moments ago. "Can the Salvatore brothers not go 24 hours without comparing me to Katherine." She muttered under her breath.

"Can you go 24 hours without thinking I'm comparing you to her." he said growling as he pressed against her back. "The only reason I'm thinking about her is because you brought her up. I am done with that bitch and have been since I met you." He ran his hands over her body. "Now can we stop talking about her? Actually its just time to stop talking." He slid his hand up her back and under her tank top.

She started to protest but as soon as his cool fingers brushed her skin all coherent thought left her. His hands wrapped around her waist as she sighed softly again. "Damon, Jenna hasn't left yet-" As if on cue the sound of Jenna's car starting up and then the fading sound of her engine driving away carried through the window.

"You are now officially out of excuses, Elena Gilbert." He pushed her scarlet top over her head kissing up her back. She moaned again reaching back to grip at his arms as she whispered his name. "Oh god," he moaned tightening his grip on her. "I love your breath in my ear when you say my name."

Her head rolled back as his chest rubbed against her bare back. "Damon, don't stop." She moaned and dug her nails into his arm. She pressed herself into him raising up on her knees as he lifted up fitting against her, aching to feel him inside her again. His hand slid along the front of her shorts where he felt her white hot heat. He rubbed against the front of them with a finger as an eyebrow arched.

"Elena," he said "Are you getting wet for me." As he said this he pressed one finger hard against her through the think fabric of her shorts. She moaned again pressing herself into him. "Answer me or I'll stop." He said his finger rubbing against her.

"Yes." she whimpered barely able to breathe.

"Yes, what?" he said pressing another finger against her.

"Yes I am getting wet for you, Damon Salvatore. You are making me so wet." One hand slid down the front of her shorts as the other firmly grasped her from behind. He slid one finger inside her feeling him slick and waiting for him. She pushed her hips forward willing him to press deeper. "More..." she moaned.

He slid a second finger inside her and she moaned again, louder this time. One of her arms reached back to loop around his neck. She felt his mouth press against her throat sucking softly. He bit down gently, only with his blunt human teeth but she moaned nonetheless. He rubbed against her for a moment relishing in her sweet wetness. She pressed against him moving her hips in slow circles creating delicious friction. She turned her mouth against his kissing him again. He devoured her mouth breathing her in. He removed her hands from her shorts and she moaned in protest bucking her hips to try and follow his fingers. He pulled his mouth away from her and sucked one of his fingers clean moaning loudly. "God Elena you have no idea how good you taste." She felt him grow hard as he pushed it against her. He went to suck the second finger clean and she turned to watch him. He stared straight into her eyes sucking his finger clean.

"Tell me." she said her voice low as she watched him swallow her essence.

"It's the sweetest thing I've ever tasted." he said his finger dipping down into her shorts again. "And I can taste everything you're feeling in each drop." He sucked on his fingers again closing his eyes. "Your lust, your fear, your honesty, everything. But in your blood..." His fangs elongated and he looked at her pausing for a moment. At first she was confused but then understood he was waiting for permission and she nodded granting it. He bit down into her neck gently and she moaned even louder then before. "In your blood I can taste everything you've ever felt. Your joy, your anguish." he bit down again. "Your regrets, your sadness." He pulled back. "Elena..." he stroked her hair again. She turned around to face him pulling him down on top of her.

She shimmied out of her shorts as he pulled away at his jeans. He pressed into her as she groaned arching her back. He pressed into her over and over again. Each time he pushed into her she moaned his name louder and louder. She looked up at him and she lost her breath at what she saw. Damon was staring at her with such obvious devotion. In that one stare she knew he would never let her be in harms way, that he would jump in front of a stake wielded by his brother by Katherine or anyone else. She opened her mouth to speak but he caught her mouth with his. His hands slid over her back as he pulled her up to him.

"Bite me when you're gonna come." she said breathlessly. She didn't know why but she knew she needed to feel him inside her both ways at the same time.

"Tell me when you're close." he moaned bucking against her harder.

"Now," she moaned. "Oh god now." He pulled almost all the way out of her before ramming deeper inside her then before. She swore her heart stopped as mind numbing waves of pleasure radiated from her core. His vampire visage came forward. As he began to shoot himself deep inside her he bit her sucking at her with a ferocity he had restrained before. She couldn't decide which penetration was giving her more pleasure. She pushed her hips upward and pulled his mouth closer to her neck with frantic fingers. He bit harder sucking with more hunger his lips bruising her skin as he finished thrusting inside her. He removed his fangs and slowly pulled out of her. She lay shaking in the aftershock of ecstasy pale with the loss of blood. She lay her breath heavy as she tried to gather the strength to sit up. "Damon." she gasped unevenly gripping at her sheets with limp fingers. She lifted her head a few inches before overwhelming waves of dizziness hit her and she fell back.

"Elena?" he said leaning over her brushing sweat soaked bangs from her forehead. "Are you ok?" He looked instantly concerned.

"Just a little- a little dizzy." she said closing her eyes to keep the room from spinning as her head fell to the side.

"Oh god I think I took too much blood. Elena open your eyes. Elena!" she opened her eyes slowly. "How many fingers?" He held up a pair of fingers.

"Seven?" she mumbled before closing her eyes again.

"Shit." he murmured. "One second." He bit his wrist and pressed it into her mouth. "Elena, I want you to swallow."

"Why does hearing that not surprise me?" she said giggling unevenly.

"Elena, I'm serious." said Damon. She stopped laughing and took his wrist. She went to press it to her lips but paused. "It's ok, Elena. I'm not going to turn you now, this is just so you heal faster." She pulled it to her and swallowed slowly. He watched her eyes focus on his. As her color returned she sat up, the swallowing turned slowly to a gentle sucking then a series of small kisses along his arm. She pulled away her lips tinged scarlet her eyes unblinking.

"Did you mean what you said last night?" she said her voice so soft he wondered if he would have heard her without his vampire capabilities.

"When I said what last night?" he said his focus still locked on her red lips, god he wanted to turn her right now and keep her this way forever, her lips curled around him, her skin pressed against his, staring at him in a way that made him feel transparent.

"When you said 'I love you." Did you mean it?" she said and he could hear her heart ready to explode out of her chest. "I mean you don't have to say it or mean it or-"

"Yeah." he said. "Yes. Yes, I meant it."

She sat back into the sheets. "Oh." she said sitting up then leaning back again. "Oh."

"Is it really that much of a surprise?" he said watching her half amused, half nervous.

"Yes. Well no, not really. I guess. I mean not that you do love me. I mean I guess I knew you did, even before you said it. And last night I kind of just chalked it up to endorphins and adrenaline but you really mean it. And you said it. I guess that's what surprised me, not that you felt it, but that you said it." She took a deep breath and looked up at him. "Did any of that make sense?"

He stared at her his head cocked to the side. "Sort of."

"Do you now regret telling a complete mental case you love her?" she said dropping her head into her hands pulling her knees into her chest along with a sheet suddenly feeling very exposed.

"Never." he said pulling her face up to his kissing her gently. "I love that you are a complete basket case. And that you ramble when you're nervous. And how much your heart speeds up when I kiss you." He kissed her gently. "I love you, Elena Gilbert."She looked up at him her eyes searching his quietly. He let go of her face and sat back exhaling through his teeth.

"I think I love you. I don't know. Yet." She nearly whispered as he turned away. He did not turn back but he didn't pull away any further. "I thought I loved Matt. And I then I thought I loved Stefan and that what I had with Matt was nothing compared to what I felt for Stefan. And now I know that what I'm feeling for you is much more then what I had with Stefan I but I don't know if its love. Or if I ever really loved Stefan or Matt. And now I don't know if I love you. I think I do, but a couple days ago I thought I loved Stefan and I know now that I don't. I don't know what I'm going to feel tomorrow or what I-" she closed her mouth and her eyes. "But I do know that this rambling isn't helping. And that right now you need an answer."

"I don't need an answer, I just need to know that you want to be here. Now. With me and no one else." As he was speaking he faced the wall but as soon as he finished his thought he turned over his shoulder. "And that in the back of your mind while we become whatever this becomes, you're not, in the back of your mind, wondering if you made the right choice." He turned completely around standing up following suit by wrapping a blanket around his hips. He looked down at her. "Can you at least know that?"

She sat feeling imperceptibly small, her knees tucked under her chin looking up at him."Yes." she said firmly. "I know that. I know that I want you and not Stefan or anyone else. That much I can figure out." She slid to the other side of the bed standing up to face him. "And I still stand by what I said last night."

"You said a lot last night." he said his voice still hard.

"That when I change I want you to do it." she said pulling his wrist up to her mouth. She licked away the remaining blood though the wound had already healed. "I want your blood to be forever entwined with mine. To always have you under my skin." She rubbed her hands against his bare chest. "But I think you'll always be under my skin, one way or another." She leaned up and kissed him softly running her hands through his hair. Their tongues swept across each other softly and she closed her eyes as his hands circled her waist.

"That's not fair." he groaned as her mouth slid down his neck. "I can't stay angry when you do that."

"When I do what?" she said rubbing her chest against him feeling his skin through the sheets.

"Exist." he said his eyes rolling back in his head.

"Sorry," she said running her fingertips across his jaw and his collarbone. "I'll work on that."

"Don't." He said tearing the sheet away from her body as he let the one around his waist drop away. His hands slid down her backside down to her thighs. He lifted her up, one arm wrapped around her waist the other gripping her thigh. She slid her arms around his neck moaning as his mouth pressed against the hollow between her shoulder and her neck. She wrapped he leg tighter around him as he turned, pressing her back into the wall. His hands left her waist as she was now held fully in place by her legs and the wall against her back. He braced his hands on either side of her head. She scratched across his back smiling as his moans sent vibrations through her body. She arched her back against the wall moaning impatiently.

"Damon..." her voice broke as he quickly gripped her hips repositioning her before driving deep inside her. She clung tighter to his neck clenching her teeth together to hold back a scream she knew would be heard for miles.

"I want to hear you." He said punctuating every word with a thrust. "I want to hear what I do to you." She kept her jaw clenched shut her eyes rolling back in her head. A mischievous smile slid over Damon's lips as he thrust into her even deeper. His mouth slid to her bare breast where he sucked possessively rolling her pert nipples between his lips. He moved one hand away from the wall down to her waiting core. As he thrust harder he used his thumb to rub against her clit gently.

Elena couldn't take anymore and finally let loose a scream that seemed to come deeper within her then any sound she had ever made. It echoed from the depths of her chest, the tips of her fingers, it made her toes curl. Damon smiled as he rubbed against the tight bundle of nerves faster and harder. As he pressed harder the scream broke into whimpers that made her cling to him, her fingernails pressing so deep he wondered if they would draw blood. "Damon..." she gasped again as he drove even deeper than before. Elena thought she might split in half and she still wanted him to go deeper, harder. "More..." she moaned hotly in his ear. "I need more."

Damon thrusted upward at new angle that made her scream again. "I love the way you scream." He whispered in her ear biting softly at her neck. "I love how I can feel it when you're pressed against me. "I've wanted to be inside you for so long Elena." he moaned.

"Damon I'm- I'm so close-Oh God! I want you to come with me." she moaned breathless, her high pitched moans punctuating every new thrust.

"Whatever you want." He said moving both hands to grip her waist. He pulled out of her slowly, then drove inside her so quickly she thought her hips would break. She gripped him tightly with her legs, her arms and her hot spasming inner walls as he emptied himself inside her.

"Damon-" she cried her breath caught short as a second wave shot through her gripping at her in clutching waves. "Damon, Damon I need you. I need this. God don't stop, don't ever stop. I don't want to stop cumming. I need you inside me- Oh fuck!" she moaned her eyes rolling back as he pulled back and thrust again. When her moans and screams finally quieted and she stopped shaking he pulled himself from her ignoring her whimper of protest. He slid one hand around her back and the other under her knees. He lifted her up and laid her on the bed. He looked at her shaking in the aftershock of orgasm sweating, still murmuring his name.

"God you're beautiful." he said his voice hushed. She lay on her back her chest heaving unable to speak.

"You are..." she closed her eyes and took a deep breath. "Incredible." She opened her eyes sitting up on her elbows. "Seriously I didn't know it was possible to even-" She exhaled as she fell back into the bed. He sat behind her pulling her into a sitting position her back pressed into his chest.

"I've rendered you speechless. I've managed to amaze myself." He gently kissed her neck and she turned over her shoulder to meet his lips. He ran his hands down her arms where their fingers laced together. She crossed their arms over her chest crossing her legs at the ankle, pulling them into herself.

"I like this." she said looking over her shoulder and smiling at him. She arched her back rubbing against his chest. He groaned lightly at she smiled. "You too?"

"Yeah." he said nuzzling against her shoulder. "I like this." She closed her eyes pressing her cheek against his chest.

"You make me feel safe." she said her eyes still closed. "I haven't felt this safe since I found out about the whole vampire thing."

"No one else made you feel safe?" he said and she could practically hear his smirk as his hands ran through her hair.

"No one." she said. "Human or vampire has made me feel as safe as you do."

"Why do you think that is?" he said rubbing his thumb along her side.

"You were the only one there when my car flipped over. That was the most terrified I'd ever felt. All I could think about when my parents died and being trapped in a car again, surrounded by shattered glass and I felt so helpless. Then when that vampire came for me-" he felt a chill run through her. "I thought it was over. And then there you were." She opened her eyes turning to face him. "How did you know where I was? Or that I was in ,trouble?"

"Well in case you haven't noticed you have a tendency to attract trouble. I like to keep an eye on you."

"When did you start watching me?" she said. "Do you watch me sleep too?"

"Don't ask." He said. "Next you'll be wanting piggy back rides and a lullaby."

"Never." she said turning to face him completely. "I'd take sexy over sparkly any day." She knelt in front of him then leaned into kiss him her hair swinging forward to cover their faces in a silky curtain. He ran his hands over her face pushing her hair back.

"I love all your tastes." he said. "Your sweet juices, your blood, your skin." She blushed under his fingers and he felt her cheeks warm. "But, I have to say I love the taste of your lips most."

"I haven't had a chance to taste you." she said an eyebrow arching. "Well I guess I've tasted your skin." she said running her tongue along his neck. "And your lips." she said kissing him hungrily. "And I'm starting to have cravings for your blood." She said licking her lips. "I guess that only leaves one more." She slid down his chest leaving a trail of kisses and soft bites down his chest. She kissed the soft skin of his pelvis and then glanced up at him. He was staring down at her with such shock she almost laughed. "Unless you don't want me too-"

"Oh fuck no." he said. "Do it, god please do it." She smiled and then kissed his tip. He groaned and she felt a shiver run down his back. She ran her tongue up his length tasting her own juices mingled with his.

"You're right." she said looking up at him. "I do taste good." He groaned again, louder this time and her smile widened. She ran her tongue over him again taking time to gently suck his tip. Then on one quick movement she took him into her mouth pressing him to the back of her throat. He moaned and arched against her gripping her sheets. She pumped up and down him for a few strokes then pulled back until her lips just brushed him then took him to the back of her throat again. She repeated this pattern until her was writhing under her mouth. She pulled him out of her mouth for a moment. "Tell me when you're close." she said a mirror of his smirk crossing her lips. "I plan on swallowing this time too." Then she took him to the back of her throat sucking and humming until she felt her mouth fill with the creamy fluid. She swallowed hungrily still sucking at him willing him to give her more. He arched into her mouth groaning louder and louder before finally moaning her name in ecstasy. She pulled back licking her lips as he looked at her lust pooling in his eyes.

"I didn't think it was possible for you to get any sexier or for me to want you anymore." he said as she lay against his chest. "You are full of surprises."

"I don't think either one of us has showed all our cards." she said smiling sleepily up at him. "Jesus, I only woke up a few hours ago and I'm exhausted already."

"Go ahead and sleep." he said watching her bare back into his chest rubbing against his. "I'll give you some time to recover. But you better be ready when you wake up." His hands slid along her torso sliding his hands over her breasts. "I'm not nearly done with you." He said squeezing her gently.