This chapter contains a pinch of lemon. I'm saving the best stuff for later, but if you absolutely need a lemon fix, you might want to check out "Surprise Dinner Guest" if you haven't already ;)

Disclaimer: I don't own these characters or the beautiful resort I've sent them to play at. Yes, it's a real place. I thrive on authenticity.

Chapter 3: Confessions

As Damon pulled the car up to the entrance of the hotel, he couldn't help but feel a little excited. He'd been picturing her reaction to the place he'd chosen for well over an hour now; her eyes wide with surprise and awe, her delighted smile, the warmth in her eyes as she looked up at him, not to mention the way she'd throw her arms around him and thank him all night long in their luxurious bed.

Oh yeah, he was very pleased with himself right now; especially since the idea had just occurred to him in that same hour.

He smiles down at the sleeping girl still snuggled into his side; her head almost on his chest.

Elena looks so peaceful that he almost doesn't want to wake her. After everything that has happened tonight, and how broken she had looked as he'd held her back at the boarding house, he knows she needs her rest; however he also knows that it would look terribly suspicious for him to carry an unconscious young woman into a hotel lobby and ask for a room.

While he could compel any witnesses to forget, he really just wants to get her into a bed so she can have a proper night's rest. Gently, he shifts his arm around her to nudge her awake.

"Elena," he whispers softly. "Wake up, we're here."

Elena makes a small sound between a groan and a yawn.

She'd been having the most wonderful dream, though now that she's awake she can't remember what it had been about. All she knows is that she's never felt as warm and safe as she did at that moment.

She's tempted to just roll over in her bed and go back to sleep, when she realizes she isn't in her bed.

Her eyes flutter open and she turns her head, looking up into Damon's handsome face.

She's momentarily confused as to why she's in his car, and more importantly, snuggled up against him.

"Well good morning, Sleeping Beauty," he greets her in that teasing but sweet tone he always uses around her. It's almost like they've gone back in time to when she'd woken up to discover they were in Georgia.

"Huh? Damon, what happened?" she asks, still a little groggy and confused.

"You fell asleep," he says simply.

"Yeah, I kind of figured that part out. I meant what happened? What am I doing here?"

Slowly she pulls away from him; sitting up in her own seat. She immediately misses his arms around her, and unconsciously shivers. Damon shifts himself to remove his jacket and before she can say anything he gently drapes it over her. She looks up at him, giving a small smile of gratitude.

"You don't remember?" he sounds a little hurt. "You were upset about something to do with Stefan..." he supplies, "asked me to take you away…any of this sound familiar?"

Elena's lips suddenly press together as the images from earlier that night come flooding back to her. She'd been prepared to help Stefan with his addiction when she'd walked in on him kissing Caroline. She'd torn into the both of them, then stormed out and ran into Damon. He'd comforted her; agreed to take her away from Mystic Falls without even thinking about it, and without even having a clear destination spot in mind.

Elena suddenly feels the color rise to her cheeks as a more erotic image suddenly comes back to her.

Damon's hands on her as she lay sprawled across his leather seats in blatant invitation.

The pleasure he had given her had been indescribable; so intense that had she not experienced it a few hours ago she probably wouldn't have believed it possible.

Then…her mind is a blank. She looks up at him questioningly. He smirks back at her.

"Don't look at me like that, I didn't compel you." He says teasingly.

"Then why don't I remember anything…else?" she asks, hoping he can't see how embarrassed she is to be asking him that. Because if it wasn't a dream, then they actually did make out in his car and he actually did make her…oh god. Elena tries desperately to recall the rest. How could she do that to him? To forget completely what they…

"Because nothing else happened," he tells her seriously. "You fell asleep. Pretty quickly, I might add, so either I'm that good or you were just that exhausted after." He shrugs. "It happens. Anyway, I decided not to wake you until we got here."

"And where is 'here' exactly?" Elena asks, suddenly curious.

"Just a little place in North Carolina," he shrugs.

Yeah, because that really narrows it down. At least he hasn't driven them all the way to Georgia this time. Elena looks at him cautiously. "What are you up to, Damon?" she asks suspiciously.

He winks at her. "Guess you'll just have to find out, won't you?"

He's out of the car and opening her passenger door before she can even blink. His hand is held out to her and she looks at it hesitantly. She really hadn't thought this whole running away with Damon thing through, and now she isn't so sure it had been the best idea. Especially since she hasn't quite figured out what the hell that was earlier, and what it might mean.

"Come on, just get out of the car," he sighs, his words closely echoing the ones he'd said to her in Georgia.

She doesn't move, so he decides to try a new tactic. Turning on the charm with his most winning smile, he adds "I promise you'll like it…" in almost a sing-song voice. He winks again and Elena shakes her head, laughing to herself.

"I must be insane," she mutters; but she's still smiling as she takes his offered hand.

Damon grins. "That's more like it," he says as he helps her out of the car.

Her legs were a little cramped from the long drive; or so she tells herself when she suddenly stumbles forward.

Damon's other arm suddenly comes around her waist to steady her.

He feels and hears Elena's heart beat faster as her body comes into close contact with his, and he fights to keep his reactions to her under control.

He will not give in to her tonight; at least not without finding out exactly what she feels for him. The last thing he wants is for her to have even more to regret if she does go back to his brother after this…

Gently he pulls away from her and her tempting body, though he doesn't let go of her hand.

"Looks like you're still pretty tired," he says casually. "We should probably get a room."

Elena nods quickly in agreement; already her mind is racing back to what they'd done earlier in his car.

"Yeah, that's a good idea." Her tone is unintentionally seductive. "The sooner we get a room, the sooner you can get me into bed," she says without thinking.

Damon arches one of his eyebrows at her and she blushes.

"Um, you know what I meant," she says, quickly looking away in embarrassment.

Damon smirks. "Yeah, I know what you meant."

He has a feeling this is going to be the longest night of his life; both lives, to be exact. Damon can only pray he'll have enough strength to control himself.

Elena gasps as soon as they step into the hotel. The paneling on the walls is a deep mahogany, contrasting beautifully with the old-fashioned light hardwood floors. The wallpaper border is in a soft botanical pattern that complements the ornate rug in the seating area. It's a light cream with a tangled pattern of ruby flowers with jade leaves and stems, and lays beneath gorgeous colonial-style furniture.

There's a dark wooden chair with gold colored cushions; a tan, striped sofa; a floral patterned ottoman in lieu of a coffee table and a leather armchair in a deep chocolate brown, everything surrounds a large wood-burning fireplace in the same deep mahogany.

It's as if she's stepped back in time into the sitting room of an old colonial style manor. Maybe even the kind Damon once lived in…The sign above the door reads: "Time goes, you say? Alas, no. Time stays, we go."

She can feel Damon's eyes on her and turns back to look at him.

He looks pleased with himself, that much she can tell; and why wouldn't he? He's somehow managed to get her alone in this beautiful, romantic hotel. There's something else in his eyes, however, something that makes her pause.

She can't quite figure out what the emotion is; and then it's gone. He nods his head in the direction of the reception desk and she follows silently, still questioning why he looked at her like that just now, and what it had meant. It had been almost tender, like he was looking at a lover. But that couldn't be it, she thinks. Sure, Damon has admitted he has feelings for her, but he can't possibly be that in love with her, right?

She's jarred from her thoughts by the sound of a bell chiming twice and Damon's echoing "Ding!"

The man sitting at the desk in a stuffy business suit just raises his eyes at the young couple with bare tolerance.

"Can I help you?" he says coldly, reminding Elena of those snooty Maitre Ds at expensive restaurants.

Elena winces as she realizes what they must look like right now. Damon has that obnoxious and rebellious look about him, with his tee shirt and dark jeans, and she doesn't look much better. Her hair is disheveled and she's also wearing jeans and a casual tee shirt underneath an oversized leather jacket which so obviously belongs to Damon.

Neither of them is carrying any luggage, either which means he can only assume—especially since it's past midnight— they're only looking for a place to spend the night, or at least a few hours, anyway.

"Yeah," Damon says, pretending to ignore the less than warm reception. "We'd like one of your finest rooms, please."

"Do you have a reservation?" the man asks, his nose looking down on them both with thinly veiled disdain.

"Got a credit card," Damon replies, slapping down the plastic.

The man sneers "I'm sorry, Mr…Salvatore, is it? But we only accept guests who have made reservations. Perhaps you and your…" he glances over at Elena disapprovingly"…paramour should find someplace else to spend the hour."

Damon's jaw twitches. That was the last straw. Normally he would have done this from the start, but Elena had put him in such a good mood that he'd actually considered being lenient this time and had been willing to play by the rules. But then this…dick had to go and insult his girl? Hell no!

He grabs the pompous man by the collar of his shirt and lifts him to meet his eyes.

"Now you listen to me, you stuff-shirt," he growls. "You're not going to remember any of this. You will show both me and this lady the utmost respect from now on. You will make sure we are not disturbed, and should we request anything, you will make sure we get it without the slightest hassle. We have reservations for the best room available, preferably the bridal suite, and we paid in advance. You will now show us to that room. Do you understand?"

He nods blankly. "I understand," he says.

Damon smirks. "Good," he says, suddenly calm. Then his eyes light up mischievously. "Oh, and one more thing; the next time you feel like being a pompous ass to someone, you'll relive whatever traumatic childhood memory made you that way in the first place and think better of it."

He sets the man back down behind the desk, adding "Dick," before he ends the compulsion.

Elena knows Damon had just messed with someone's mind in front of her, but she can't seem to care. He'd deserved it, after all, and it had been pretty amusing.

As Damon leans casually over the desk, the concierge's expression changes to one of the deepest welcome.

"Ah, Mr. Salvatore!" he says, beaming and reaching out to shake Damon's hand. "Welcome! We've been expecting you."

Damon looks over to Elena and smirks, giving a conspiratory wink.

She can't help but smile at his antics in spite of herself.

"We're ready for our room, please," he said. The concierge nods and actually bows much to Elena's amazement.

"Of course, Sir, anything you need. We at the Holly Inn are always happy to serve the great Damon Salvatore and his friends. If you'll just follow me, I can show you to your accommodations and collect your bags."

Damon waves him away with his hand in an excellent impersonation of nobility. "That won't be necessary. The lady and I have chosen to travel light this evening; however I will need a valet to see to my car."

The concierge bows deeply again. "Of course, Sir, it shall be done. Now, this way, if it pleases you," he says.

Damon takes her hand again, Elena laughing and shaking her head as they follow him to their room.

"Thanks again, Jeeves, we'll call you if we need anything," Damon calls out down the hall before shutting the door. He turns around to see Elena sitting on the gigantic bed, still smirking at him.

"What?" he asks, feigning innocence.

"The Great Damon Salvatore?" she repeats with a slight chuckle.

"Couldn't resist," he says, grinning.

Elena shakes her head. "You're impossible."

Damon playfully leaps onto the bed beside her. "You loved it," he teases as he lies back with his hands behind his head.

Elena rolls her eyes and grabs one of the large white pillows, smacking him in the chest with it.

He sticks out his bottom lip and gives her the puppy dog eyes.

"Hey, not so rough," he pretends to pout.

Elena's about to smack him again, but he's too quick for her and grabs the pillow out of her hands, suddenly hovering over her and holding it up in mock-threat.

"Now you're gonna get it," he mock-growls.

Elena holds her arms up in anticipation of the blow; she looses her balance and falls back onto the bed, giggling as he exacts his revenge.

After a few more light smacks to her side, her expression suddenly changes to shock.

"Wait," she gasps, blinking the tears of laughter out of her eyes.

Damon lets her catch her breath, stepping off the bed and wondering why she made him stop when they'd been having so much fun.

She glances around the room, puzzled. "There's only one bed in here," she says, looking at him almost accusingly.

Damon shrugs. "Well, yeah, it's the bridal suite and we only need the one," he says.

Elena suddenly sits up, glaring at him. "Just what the hell do you think is going to happen, Damon?" she demands.

"Relax," he rolls his eyes slightly. "If I'd wanted to take advantage of you, I would have already done it a long time ago."

She looks at him skeptically and he sighs, holding up his hands in surrender.

"I swear I won't do anything you don't want to. I'll even sit in a chair all night if it'll make you more comfortable; it's not like I need to sleep."

"Promise?" Elena asks.

"You have my word," he says seriously.

Elena purses her lips together as if she's thinking hard about something; then, suddenly coming to a decision, she pats the spot beside her on the bed.

Damon looks at her questioningly and Elena sighs. "You don't have to sleep in a chair," she says, "this bed is large enough that we can share without ever coming into contact with each other," she arches her brow in warning, "as long as you stay on your side."

Damon pretends to sulk again. "But I don't want to stay on my side," he whines.

At the look she gives him he quickly raises his hands up again. "Kidding," he says. "You really need to loosen up a bit." He lies down, making certain not to cross the invisible line in the center of the bed.

Elena shrugs her shoulders. She knows she's sending mixed signals right now…but damn it, she just can't think. Part of her wonders if maybe she should have just gone home, and part of her wants to just tell him…rip the band-aid off and see what could happen if she just…gave in tonight.

If he could make her feel what he did earlier…if she could just…

She closes her eyes, trying to get her breathing under control.

You just broke up with Stefan, she reminds herself. You can't just hop into bed with Damon until you know…it's not fair to either of them.

She tries to get comfortable, shifting her weight so that she's lying on her side. Then she rolls onto her back. She looks over.

Damon is lying next to her, just a few inches away but firmly on his side. His eyes are open, and he's looking at her with intensity.

She looks away, biting her lip. Her hand falls from her chest to the bed and she is acutely aware that Damon's is just a few inches away. If she reached out she could…

She takes another breath and tries to fall asleep, but the nap from earlier has renewed her energy and she can't stop thinking right now. Damon has been so patient with her, he hasn't pushed her to talk yet. Not about her feelings, not about what happened in the car…

She looks over and he's still watching her. She rolls over onto her side, this time facing him.

"Can I ask you a question now?" he asks softly.

"Go ahead," she replies, lying back onto the bed and staring at the ceiling. If he's going to ask her, she can't look at him. Not when he keeps looking at her like that.

Damon mimics her actions.

They lie side by side, staring up at nothing in particular. Their hands unconsciously move closer and he's surprised when he feels her fingertips brush his first.

Damon turned his head to study her face. Aside from the way she's trying not to look at him, he can tell that she's at least partially aware of what she's doing. Her breathing is betraying her, as is the heat he can feel coming from her.

"What happened tonight, between you and Stefan, I mean?"

Elena sighs and closes her eyes, debating on whether or not to tell him. She shrugs her shoulders. "We broke up," she answers simply, without emotion.

"I gathered as much when you begged for me to take you away. I want to know why you broke it off," he says.

He watches Elena shrug again and sighs.

"Come on, Elena, talk to me. Tell me what happened and I promise you'll feel better. You need to let it all out."

She still isn't looking at him so he decides to try a different tactic. "If you don't tell me, I'll just compel you."

She suddenly turns to glare at him, eyes blazing. He smirks. "Got your attention," he quips.

Elena rolls her eyes and groans in frustration before turning to stare up at the ceiling again. At first, Damon is worried that she's going to keep whatever's bothering her bottled up inside, but then he hears her mumble something under her breath that sounds like "kiss Caroline".

"Sorry?" he asks. "I didn't quite catch that; even with my super vampire hearing."

Elena turns her head back to look at him and Damon's heart immediately breaks for her. Tears are streaming down her cheeks and she draws in a shuddering breath.

"I said," she draws in another shaky breath, "he kissed Caroline. When I went back to see him…she was lying there, on the couch, and he was kissing her. I'm pretty sure they would have gone further if I hadn't walked in on them."

She's openly crying now, her voice becoming a high pitched sob.

Immediately Damon reaches over to gather her into his arms; stroking her hair and back as she sobs into his chest.

"Oh, baby," he whispers soothingly into her hair, unaware of the pet name he's just given her. "I'm so sorry."

She feels him slowly rocking her in his arms and clings to him like he's the only thing keeping her from falling apart completely. In truth, he sort of is at the moment. Damon's strong arms around her, his soothing words, his comforting hands stroking her hair, the way he's holding her, it's as if she's the most important person in the world to him. A love that consumes you.

She doesn't know where that expression came from, but she's heard him whisper it to her in her dreams so many times…the dreams she has pretended for too long she doesn't have about him. The dreams she's felt so guilty for having, even though she can't really control what her subconscious does when she's not awake.

She knows it's not his doing. Damon won't compel her. She knows that even if she didn't have her necklace he would want it to be real. He told her that himself.

Her heart swells with emotion for the man who has always been there for her, regardless of how many times she's rejected him for his brother. He should hate her, she reasons. He should tell her she deserves to have her heart stomped on by Stefan's betrayal just as she's broken his countless times by insisting she preferred "the good brother".

He hasn't done any of those things. Instead, he's taken her away when she begged him to, respected her enough not to push things further in the car while she was vulnerable, taken her to this gorgeous hotel, and now he's holding her as she cries over what he probably thinks is his asshole of a younger brother and the girl she'd thought was her best friend; and he doesn't expect anything in return.

If he only knew…she's not crying over Stefan so much as over what she's been doing all these months; The denial, the lies, and for what? To keep Stefan from getting hurt again? Because Stefan and Damon had already had one woman toy with their feelings, and Elena swore she wouldn't do the same thing?

And yet…she did. She should have ended it with Stefan the moment she'd returned from Georgia. She shouldn't have taken him back when she had those conflicting feelings for Damon.

She shouldn't have stayed with Stefan after the dance…that dance they had shared, that was the moment she realized that the attraction was real. That she couldn't deny it anymore. She felt something for Damon, and it wasn't just friendship. That dance, she had fallen asleep that night feeling too guilty to write down the thoughts she'd had in her diary, but they crept into her dreams.

She'd woken up tingling, breathless, sweaty, and that wetness between her legs was more than she had ever experienced in her life. She'd immediately reached up to grab her necklace, just to make sure that Damon hadn't decided to sneak into her room and have a little bit of fun.

But no…that dream had been all her doing. After that night, she started to wonder if they would ever stop. If she would ever not wake up needing a really cold shower and a reality check that she was with Stefan.

A love that consumes you.

Yeah, it was consuming, and there was passion, adventure, and definitely more than a little bit of danger, too. The problem was…she had been too damn scared to admit it to even herself, and she'd hurt Damon far worse than Katherine ever could have. Because she'd not only fallen for him, but she'd also pushed him to feel…even when those feelings were painful. She had used his love for her to make him feel, and then she had denied that she felt anything for him other than friendship. How sick was that?

Elena closes her eyes tightly, breathing in the scent that's uniquely Damon; a heady combination of leather and spices. God, she wants to make it up to him so badly…She lifts her head slightly, burying it into his neck and breathing him in again. Her lips brush his skin and without even thinking about what she's doing, she places a soft kiss there.

Damon closes his eyes and moans softly when he feels Elena's soft lips touch his skin. Tilting his head back, he gives in to the sensations she's evoking and gasps as her lips trail upward to settle behind his ear. She suddenly nips his earlobe and he growls low in his throat; the animal in him fighting for control.

He manages to keep his cool, softly threading his fingers to tangle in her hair. She moves closer, kissing the corner of his jaw before moving inward. She gently touches her lips to his in a whisper of a kiss before drawing back.

His eyes open again and meet hers; they have darkened to a deep chocolate brown, betraying her desire. Then they flutter closed again as she slides her hands up to grip his head and pull him back toward her; rolling over onto her back and pulling him with her.

Damon's completely lost in his desire for Elena. His hands are frantic; tangling in her hair, then sliding down to stroke the column of her neck and further down to caress her sides.

She grips his hair tighter in her fist, keeping his mouth firmly against hers. Her nails of her other hand claw almost painfully at his shoulder as she writhes beneath him. Elena's kiss is almost as frantic as her hands; she sucks his bottom lip into her mouth, nipping at it with her blunt teeth. He groans and unconsciously grinds his hips against her.

Damon is almost shocked when Elena lets out an animalistic growl as she fights to dominate the kiss. She rakes her nails down his back to the hem of his shirt, practically trying to rip it off him.

Damon quickly sits up and removed it for her, tossing it over his shoulder, while Elena rids herself of her own shirt.

Damon can feel himself harden painfully at the sight of her full breasts, barely concealed in a black lace bra; her pebbled nipples poking through the thin fabric naughtily. He dips his head down to quickly capture one in his mouth, and Elena lets out a small cry or pleasure, her fingers gripping his hair again in encouragement.

"Damon," she cries. Her lips have found his neck and she suddenly bites down without thinking, sinking her teeth as deep as they will go into his flesh without drawing blood.

Something powerful and primal goes through him and Damon's fangs start to emerge. He fights to control himself, pulling away and cupping her face in his hands to keep her from tempting him again.

"We have to stop," he rasps.

Elena's lower lip quivers slightly. "Why? I thought you wanted me," she says, hurt by his rejection.

Damon gently strokes her face, his eyes locked with hers.

"I do," he assures her.

He pointedly glances down at her chest, licking his lips hungrily.

"It's taking all the strength I have not to just rip your clothes off and take you right now, but…"

"Then take me," Elena says quickly, cutting him off.

He shakes his head. "No," he says firmly. "Not like this. I won't let you use me to get revenge on my brother."

"You think this is about Stefan?" Elena said, her voice cracking slightly with hurt.

Damon doesn't say anything and she wants to shake him; to make him see that her wanting him has nothing at all to do with his brother's betrayal.

"Damon," she pleads when he drops his hands and turns his head away from her. She refuses to let him shut her out and grips his shoulders, trying to turn him to look at her; to make him see her.

"What happened just now," she says, biting her lip, "it had nothing to do with Stefan. I wouldn't do that; I'm not her."

Damon turns back to face her. "What am I to you, Elena?" he asks her, pleading with his eyes.

Elena nervously bites her lip and averts her gaze, feeling ashamed again.

"I'm not sure," she says quietly.

Her eyes suddenly meet his again and she reaches out to touch his face.

"I know I have feelings for you, and I know I want you, but…I just don't know. You've done so many terrible, unforgivable things. You've hurt me, Damon. And yet, I still can't cut you out of my life. I…I know I would miss you too much. Does that make any sense at all?"

Damon sighs. "Not really," he said honestly. "But I get it."

Elena smiles.

"Good," she says, her eyes suddenly focusing on his lips again.

Damon catches her staring and shakes his head.

"No," he tells her, amused but firm. "Not tonight."

Elena pouts. "But why?" she asks. "I told you I wanted you too."

"And I still want you," he reassures her. "But it's late, you need your rest, and this conversation is too important to have for you to fall asleep on me."

Elena sighs in frustration, but falls back onto the bed; her arms are crossed and she still has an adorable pouty look on her face.

Damon laughs. "Don't look so disappointed," he teases. "I'm trying to be a gentleman."

"I don't want you to be a gentleman," she mutters under her breath.

He laughs again, shaking his head as he reaches over to turn off the bedside lamp in order to give her some more privacy. Though he can still see her if he actually wanted to.

He can hear the rustle of fabric as she removes her jeans and drops them to the floor before pulling back the covers and slipping into bed. He tries not to picture her stripping in his mind and tries to block out the desire that is still fighting to be unleashed. Now that he's had two tastes of her, he's not so sure he should tempt himself further.

Damon quickly divests himself of his jeans, leaving his black boxer briefs on for Elena's sake, before slipping under the covers on the other side. He tries to sleep, though he can still hear her breathing and that faint pulse of blood coming from a place he really shouldn't be thinking about right now.

"Damon," her voice suddenly calls sleepily to him after a few minutes. He glances over at her in the dark; she's lying on her side facing him, and she licks her lips nervously.

"Yeah?" he asks her.

"Will you hold me?" she whispers softly, almost afraid he'll reject her again.

He moves closer, to the center of the bed, and gathers her gently into his arms. Her own arm comes up to drape over his chest as she curls into him. He's still warm to her touch; having fed enough earlier that day to last him at least another night, and she snuggles closer into his body. "Good night, Damon," she whispers.

"Good night, Elena," he echoes, "sweet dreams."

He gently kisses the top of her head, breathing in the sweet floral scent of her hair; he strokes it softly as he feels her breathing slow and she drifts off to sleep.

"I love you," he whispers quietly.

She lets out a soft sigh of contentment and nuzzles his neck in her sleep. He smiles and, placing one last kiss to her temple, he closes his eyes to join her.