Disclaimer: If I owned Vampire Diaries, "Plan B" wouldn't have been such a Stefan/Elena suck-fest (no pun intended) and there would have been a lot more DELENA scenes than just the tiny crumbs we got. Those crumbs were still pretty good, though.

Warning: This chapter contains an extremely succulent helping of DELENA Lemon Meringue pie, so if you don't like that sort of thing….I'm wondering why you're even reading this ;p

Chapter 4: Waking

Sunlight streams in through the curtains of Stefan's bedroom, waking him almost instantly.

He attempts to stretch his arms, but suddenly notices that one of them is pinned down to the bed. Looking down, he expects to see Elena snuggling next to him; instead, Caroline's blonde hair is splayed across his chest in messy curls, and the night comes back to him.

Elena had stormed out of the boarding house and Caroline had comforted him.

They hadn't done anything more than share a few kisses last night, but since neither of them wanted to sleep alone, they'd decided to cuddle together in Stefan's bed. Now in the light of day, however, Stefan is beginning to wonder if he's made a mistake; after all, Elena might have cooled off after Damon took her home and maybe she's ready to talk to him.

Maybe nothing happened, and he can fix this. Maybe it's not too late. The more Stefan has had time to think over his jumbled thoughts, the more he wonders whether he had been wrong to push her. Maybe what he was seeing with her and Damon wasn't actually there, and he'd just projected his own insecurities onto her because Damon…well, Damon feels something for Elena and Stefan does feel guilty about that.

Still, Elena pushed Damon away. She hasn't kissed him, she was barely even speaking to him for a while…maybe what she'd said last night had been anger? Maybe she'd just looked for the thing that would hurt him the most?

He sighs. No, there was something…but doing that to her? He's hurt her. He hates himself for hurting her. And not only that but to let her leave in such a state of hurt, anger, and betrayal, well, Elena is impulsive. She and Damon share that trait in common. An impulsive, angry, hurt, confused Elena had gone off with Damon last night. Stefan knows his brother. If there are any feelings there, he's still not going to be able to trust them.

Damon and Elena could easily have done something last night, but Stefan isn't so naïve to think that Elena would come to grips with her actual feelings while she was still reeling over what he and Caroline have done. As much as he hates to admit it, Damon wouldn't take advantage of that. He might have even rejected her advances last night, or at least put a stop to them before they went too far.

It's one thing Stefan has noticed about his brother ever since Elena came into their lives…he truly has started to care again. That heart that Damon pretends he doesn't have, it has opened up again. He's letting people in. He has friends, even. The Damon before Elena would have snapped Liz' neck yesterday without remorse. Elena has brought out that side of Damon that Stefan never thought he would see again. Elena has brought his brother back to life.

Sure, there's still a lot of brooding and Damon isn't going to let down all his defenses, but if this is the way things are going to go then it has to be real. He has to know, and he can't wait for Elena to come back to him with tears streaming down her face as she brokenly sobs that she slept with his brother.

He won't let her destroy herself, nor will he allow his brother to have that false hope that Elena is choosing him only to be crushed, again. They already have one destructive vampire to deal with right now, and having Damon turn off his humanity to join her…well, Stefan hopes it won't come to that.

Caroline's eyes flutters open and she smiles up at him.

"Morning," she says.

"Uh, morning…" Stefan replies, not knowing what he's supposed to do now. He cares about Caroline; that much is obvious, but Elena is still technically his girlfriend. He needs to find out where they actually stand before he does anything more to lead Caroline on.

He licks his lips and runs his hands through his hair nervously.

"Listen, uh…about last night…"

Caroline touches a finger to his lips. She doesn't want to hear him say it, and besides that, she already knew going into this that it was way too messy. What the hell was she thinking? I mean, sure, she had the hots for Stefan when he first came to Mystic Falls and she had thrown everything she'd had at him.

He wanted Elena, and that was fine. They're epic. You don't mess with epic. You just don't. And besides that…Elena is her best friend. She loves her so much, and if she can fix this then she will. There will be other guys. She has an eternity to find them now, after all.

"We were both upset and did something stupid," she finishes for him.

"Well I wouldn't say it like that," Stefan says. "But…"

"But you're with Elena," Caroline says, looking meaningfully up at him. "And last night, we both hurt her. If she was anyone other than my best friend, I probably wouldn't feel guilty at all, but she is; you owe it to her to try to patch things up. After all, she's the love of your life."

Stefan nods in agreement, though he still looks at Caroline's face with concern. She smiles confidently. She doesn't need him worrying about her. It's sweet that he does worry about her, that he cares, but as long as Stefan is focused on not letting her fall apart he won't be able to do what he needs to do to get Elena back.

"I'll be fine, okay?" she says with as much cheerfulness as she can manage. "Now go apologize to her!"

Stefan quickly throws on his jacket and heads for the stairs; he pauses to look back at the girl still in his bed. "Thank you," he tells her softly.

"Hey, that's what friends are for," she says sweetly, waving him away with her hand.

As soon as she hears him leave she lets the tears she's been holding back finally fall. She's made a mess of everything again, and this time she's really screwed up.

What the hell had she been thinking last night?

Sure, Stefan has been such a tremendous help to her lately as she's adjusted to her new un-life, but he's Elena's boyfriend. Why had she felt such a need to comfort him and why the hell had she let him kiss her?

She should have pulled away and slapped him, not lain back and begun a make out session on the sofa. She was a horrible person and deserved for Elena to hate her forever; especially knowing that she had stayed with Stefan even after Elena had stormed out.

For god's sake she's still in his bed!

She flings the covers back and gets up, disgusted with herself.

She desperately needs to talk to someone, but Bonnie would probably do that mind torture thing and watching Damon writhing on the ground had convinced her that it was excruciating; she so does not want to find out for herself.

That really only leaves one other person since she can't talk to Elena…

At least she's a captive audience.

Resigned to her fate, Caroline dresses quickly and heads downstairs; her mother is probably hungry by now anyway and it's not like there's anyone else home who can bring down the breakfast tray for her.

Stefan is at Elena's house in record time. Without even bothering to check if anyone else is home, he leaps up to her bedroom window; finding it locked and the curtains drawn.

That's odd in itself since she hardly ever keeps them shut in the morning.

He figures she might still be asleep, so he taps gently on the glass.

"Elena," he calls to her.

She doesn't answer.

He listens carefully for the slightest sound, but can't even hear her breathing.

Frowning, he tries again, this time a little louder.

"Elena, please answer me," he calls again.

No answer.

"Look, I'm really sorry about what happened last night. Can we at least talk about this?"

Still nothing but silence greets him.

He's about to just break the lock and come in, when he suddenly hears movement coming from inside; maybe she'd been in the bathroom, he guesses.

The curtains are suddenly flung open, but it's Jeremy's face that greets him. He looks irritated as he unlocks the window and flings it open.

"What do you want?" he growls, crossing his arms across his chest defiantly. He's certainly gotten bolder now that he has taken possession of John Gilbert's ring, Stefan muses to himself.

"Is Elena home?" Stefan asks, ignoring Jeremy's death glare. Just what had his sister told him last night?

"No, she's not," he says coldly.

"Where is she? I need to talk to her," Stefan presses.

Jeremy scowls. "Well obviously she doesn't want to talk to you, because she told me not to tell you anything before she left."

"She left?" Stefan's jaw clenches, suddenly worried, "Where?"

Jeremy shrugs. "She didn't say."

Stefan suddenly leaps through the window, placing his hands on Jeremy's shoulders and searching his face. "There's something you're not telling me."

Jeremy glares at him menacingly and tries to shrug him off. "Let go," he growls.

Stefan shakes his head. "Not until you tell me what you know," he replies stubbornly.

"I told you, I don't know anything!" he shouts.

"I think you do," Stefan counters.

"Look, what does it matter where she is? She told me she was safe, and I believe her, okay?"

"It matters because…" Stefan pauses, unsure of how much to tell him. Jeremy's eyes widen with realization.

"It was you," he whispers, eyes narrowing and jaw clenching. "You did something to hurt my sister, and that's why she left without so much as an explanation." he growls.

"If you bit her…" he looked ready to kill and Stefan shook his head.

"No, I didn't touch her," he said.

"Then why was she so upset last night when she called me from Damon's phone?" Jeremy demands. "Did she catch you in bed with Katherine?"

"No, she didn't catch me with…Katherine," Stefan says, looking away.

Jeremy catches his guilty expression, however, and looks ready to punch him. "You son of a bitch," he hisses.

"Look, I can explain," Stefan pleads, "But I really need to speak to Elena first."

Jeremy laughs coldly.

"Oh I'm sure she'd love to hear your explanation," he spits menacingly.

"Or, maybe it's too late and she's already gotten revenge?"

"You do know something," Stefan says, trying to stay calm. So he was right; Elena did go off with Damon last night. He really fucked this up. If Damon were here right now he might even make a sardonic comment about them switching roles or something. The irony isn't lost on him that the very reason Damon is not here to help him is because of this epic fuck-up.

Jeremy shrugs. "Maybe I do. It's still too late though. They were already out of town when she called me from his cell," he adds.

He wants to hurt Stefan right now; he deserves everything he got for betraying Elena, hurting her enough to make her leave town with Damon of all people. He hadn't understood last night, but he does now. Whatever Stefan did, he pushed Elena too far.

Jeremy isn't an idiot. He had heard the conversation in Elena's room that night. In hindsight he probably shouldn't have interrupted them, but his sister crying out "No, Damon, I care about you…" well, at the time he hadn't quite figured out how much she was fighting with herself…not Damon.

Still, he knows that Stefan and Damon have a tricky relationship already, and it's weird to respect someone who has literally killed you and also threatened to kill you a bunch of times, but oddly enough Jeremy does respect Damon. That's why he warned him about the spiked bottle of bourbon in the first place.

And if Elena went with Damon willingly…well, then that might be what she needs right now. He might not get it, but he'll respect it. For now. Damon is still a dick, after all.

"Whose cell?" Stefan asks carefully. A feeling of dread builds up in the pit of his stomach. He already knows, but while having Damon take her back home and share a night with her would have been one thing, taking her out of town…that would mean something else. Elena has already had one road trip with his brother, but back then they were just friends. This time, there really was no coming back from this.

If something hasn't already happened, it's going to. Damon can only resist that pull to her for so long, and if he doesn't reach out to her soon…

"Who do you think?" Jeremy replies smugly, his satisfied smirk looking so much like Damon's at the moment. "Or did you rush over here without checking to see who else is missing from Mystic Falls this morning?"

"No," Stefan says, mostly to himself. "I know he's with her. I just hope I can fix this…"

Elena groans and snuggles into Damon's warm body. She grabs a pillow, pulling it over her head in an attempt to drown out the low buzzing of Damon's phone as it goes off for the fifth time in his jacket pocket.

"Ugh, you'd think he'd take a hint," she says, her words muffled by the pillow.

Damon breathes a sigh of relief as it finally goes silent.

Then the buzzing starts up again and he chuckles at Elena's frustrated growl of annoyance.

"I guess I'd better get that," he says, moving to get out of bed.

Elena suddenly grips his arm.

"No, stay here," she pouts adorably. "He'll give up soon."

Damon shakes his head. "You know he won't. I'll be quick, I promise."

With vampire speed, he shoots across the room to grab the phone from his jacket. He crawls back into bed, about to answer the call, when Elena holds out her hand.

He looked at her questioningly, but lets her take it. Part of him thinks he should give them privacy, and that part of him is also the part that is afraid of where this little conversation could go.

Elena was upset last night, but in the harsh light of day she would eventually start to feel guilty, and Damon knows this. He's been lying in bed with her for the last several hours thinking about it as she's slept in his arms.

He can still remember her kiss, that first one that she gave willingly. The first one they have ever shared that's been real. He has to laugh at himself for his idiocy that night on the porch. Of course that had been Katherine pretending to be Elena. There was no mistaking that kiss for true feeling; the bitch didn't have a heart! But Elena…he can never forget the way her heart was beating against his chest, the way she made those little noises…noises for him.

Focus, Damon, he admonishes himself. He doesn't have the girl yet, not fully. Not unless Stefan lets go of her, and more importantly…she lets go of him.

"Damon's phone," she says in greeting. She looks over and winks at him. She has even perfected his trademark smirk. He smiles in spite of himself, but remains silent, listening.

"Elena!" Stefan's tone is frantic. "Where are you?"

"Where's Caroline?" she counters.

"She's taking care of her mother," he replies impatiently. "Now where are you?"

"Why do you care?"

"Don't be like that," he sighs. "Just answer me."

"I'm in bed with your brother," she says coldly.

Damon winces. Ouch. That had to have hurt. He feels a pang of guilt because he knows the past is kind of repeating itself. Only this time it's Stefan finding out that his girl is with Damon, not the other way around. Damon still remembers how it felt to wake up and find Katherine no longer in his bed, only to go and ask his brother if he'd seen her (and maybe brag a little about his victory) and find her draped naked over him, blood still on her lips.

She hadn't even looked apologetic about it. She'd just turned her head to stare at him, and then she'd given him a coy smile and licked her lips.

I decided not to choose at all.

The words still haunt him. But it wasn't even true. She had chosen that night, and it wasn't him. He'd given her everything, even his blood that night. He'd made love to her and accepted her for what she was. She'd bitten him; ironically in that same spot that Elena had sunk her own teeth into last night.

That's what had shocked him enough to stop before things went too far. It was that bite, that memory of Katherine's words to him.

He turns his attention back to the conversation Stefan and Elena are having, taking it all in and waiting for the inevitable moment where she decides that what they did last night was a mistake…

"Very funny," Stefan deadpans.

"I'm not kidding," she replies without a trace of emotion. "And I meant every word I said last night!"

"Elena," Stefan pleads. "Don't do this."

"Do what?" Elena asks heatedly. "Lash out at you even though you deserve it?"

"You have every right to be mad at me," he sighs. "I screwed up, okay? But that doesn't give you a free pass to run off with my brother not even five minutes after you ended things with me. So go ahead, lash out, but at least have the decency to let me explain."

Her eyes narrow to tiny slits and Damon is very glad he's not Stefan at this moment.

"NO!" she shouts. "You don't get to play the victim here, and you don't get to act all hurt that I ran to Damon. At least I had the decency to end things with you first before I let him comfort me."

"You didn't…" Stefan says, pleading desperately. "Elena, please tell me you and Damon didn't…"

"Whatever Damon and I did or didn't do is no longer your concern. But if you're so upset over it, maybe you can talk to Caroline. I hear she's really good at comforting my ex boyfriends."

"Elena," he tries again but she cuts him off.

"Just stop, Stefan. Don't you get it? I don't care anymore! It's over, okay? I've been trying so hard to be loyal to you, to pretend that there wasn't something going on with Damon, to deny it even to myself! I have been wracked with guilt for months now, and all this time that I've stood by you…and I find you making out with my best friend…" she sighs and takes a deep breath. "As far as I'm concerned we have nothing else to say to each other," she says, sounding so tired. "There's just nothing left. I'm done pretending."

"Elena, please just let me…"

She ends the call and turns the phone off for good measure before throwing it across the bed.

"No more interruptions," she says firmly.

Damon just stares at her, mouth wide open in shock.

"What?" she asks.

"I've never heard you talk to him like that before," he says, still amazed.

Elena shrugs. "Yeah, well he really pissed me off."

"Remind me to never get on your bad side. Damn!"

He shakes his head in disbelief and Elena giggles.

"I'll take that as a compliment," she says happily, bouncing slightly on the bed.

"Good," Damon smiles warmly.

She has her playful side back, Damon notes. That's a good sign at least. Playful Elena is much easier to read and get a straight answer out of than Pissed Off Elena, and she's much easier to handle compared to what he's now privately calling Fuck Me Elena.

His expression suddenly turns serious as he studies her face. "I have to ask though…" he says tentatively.

"Ask me anything."

He watches her carefully, his eyes gazing deeply into hers. She isn't wearing her necklace, but she knows he's not compelling her; she doesn't know how she knows that, but she just knows.

"You said you meant every word you said last night to Stefan, and I somehow got the feeling that he was referring to something that had to do with me. Am I wrong?"

She shakes her head, but doesn't say anything so he continues. "What did you tell him?" he asks.

Elena sighs. "I don't know if I should say," she bites her lip nervously.

Damon reaches a hand up to stroke her cheek reassuringly.

"If you don't want to tell me, I'll understand," he tells her. "I just…" his hand lowers as he looks away from her. Maybe it's better that he doesn't know what was said. Maybe she didn't actually mean it, and that performance on the phone was her simply twisting the knife deeper for what Stefan did to her.

Elena can feel him start to put a wall between them and quickly grabs his hand, holding it in both of hers. God, she's really fucked this up already, and she hasn't even told him yet. Of course Damon would question everything that's happened! Of course he's confused right now about her hot and cold act. She's the one who has been telling him how it would "Always be Stefan" and to just end things so quickly, and to be with him, to practically beg him to claim her fully last night…it's a mind-fuck.

"It's okay," she says, one hand moving up to cup his face and turning his head to look at her again. "I'll tell you."

She blushes slightly as she attempts to collect her thoughts. "I'm not sure where I should start," she admits. "I kind of lost it after I caught Stefan with Caroline, and at first I just wanted to hurt them both. I was really harsh with Caroline; I brought up her past and how she always seems to go after the men I'm interested in. And for some reason, I asked her if she was going to go after you again." She looks away, suddenly ashamed, because it was right there all this time. From the beginning, when she first met him. That attraction had been there, and when Caroline had bounced happily from his car that day, proclaiming to have gotten the "other brother", there had been that feeling.

That momentary twinge of jealousy, because even though she was technically with Stefan, it had been so new and Damon…well, that meeting still stands out for her. She wonders what might have happened if she'd met him first. If she had never taken up with Stefan, spent all that time falling for him, only to then develop feelings for Damon. If she'd met him first, if there hadn't been that sick and horrible coincidence of being the carbon copy of their previous ex, claiming both their hearts as Katherine had when they'd been human, would things be different now?

"Why would you…" Damon asks, confused.

Elena shrugs. "Like I said, at first I just wanted to hurt her, but if I'm completely honest, well I think I might have been jealous," her eyes dart up quickly to meet his before turning away again.

"Huh," Damon considers this new bit of information, trying to hide his satisfied smirk.

"I wasn't finished though," she continues.

Damon listens intently, wondering what other truths she had revealed to Stefan and mentally kicking himself for not having been close enough to the house to hear them.

"I saw the look on Stefan's face, and I just couldn't help myself. I told him he hadn't imagined my feelings for you and that had I known he'd betray me in the end…" she trails off, her face suddenly flushed, and doesn't say any more.

Damon can tell that her next words had been the ones he desperately would have wanted to hear that night. He pleads her with his eyes, asking her silently to tell him. Something happened last night, and if getting that angry at Stefan is what did it, then so be it. But whatever it is, he has to know. What exactly does she feel for him?

Lust?

Desire?

Her misguided sense of duty to save him from his own self-destructive impulses?

Or is it something else?

Elena can sense him still staring at her, and sighs. "Okay, I'll tell you, but you have to promise not to gloat about it," she warns.

Damon mimes locking his lips and throwing away the key.

She rolls her eyes, looking down at their now intertwined hands. "I said, that I…" she says the rest too quickly, rambling off each syllable so that the words all jumble together.

Damon arches an eyebrow. "Sorry, I didn't quite catch that."

She takes a deep breath, gathering her courage to admit what she's only just realized herself last night.

"I said that when you tried to kiss me that night, if I'd known that Stefan would betray me, I wouldn't have pushed you away like I did. I would have wrapped my legs around your hips, and I wouldn't have looked back."

She raises her eyes up to his and can see the emotions shining there. "I realized the second I said it that I wasn't just saying it to hurt him anymore, Damon. I knew then that I meant every word. If things had been different back then, I would have given in to you that night. It took everything I had to do what I thought was the right thing, but the whole time there was a part of me that just wanted you to press me against the wall and make me forget everything."

She watches his face cautiously; he seems almost puzzled, as if he doesn't know what to do next. It's because he doesn't trust it, she recognizes. He doesn't believe it could have been different. To him, it probably feels a lot like whatever it was that Katherine did to him. She still doesn't know everything. Damon hinted when they were in her kitchen that time that Stefan tells his own version of the story.

She's never gotten his. She still doesn't know which one Katherine toyed with first, and which one got hurt first…though she has a feeling it was Damon.

She slowly starts to withdraw her hand from his, but he holds onto it, brushing his thumb over it in a soft caress.

Carefully, as if he wants to savor every second, he brings it to his lips and kisses it softly. Their eyes lock, saying everything that they can't put into words.

Elena gasps as he suddenly turns her hand over and presses soft, lingering kisses against the inside of her wrist.

Her eyes close in pleasure as his fingers gently caress the back of her hand and up her arm. His soft lips part against her skin; his kisses become deeper, more intimate.

She shivers at the feelings coursing through her at this slightest touch and moans softly as his tongue darts out to taste her skin.

Damon can feel the blood pumping beneath his lips, but he ignores the call of it. He will have all the time in the world to show her how good the experience can be; and besides, a little part of him wants to wait.

He knows Stefan had tasted her, but his brother doesn't have the experience or the control to make it good for her. The competitive side of him is thrilled that the honor of showing her that pleasure will be all his. For now, he will simply focus on the other ways he can please her.

Besides, if last night showed him anything, it's that she might just not be able to handle too much just yet. He knows he's good in bed, but he's never had a woman actually pass out after only one orgasm before. Five, sure, but not one.

For this first round, he has decided to take it slow, to savor every moment.

His lips trail up the inside of her arm, leaving her skin tingling wherever his mouth touches her. Elena gasps as he finds a particularly sensitive spot and feels her body growing heavily weak with desire. Damon must have sensed this too, for his other hand slides up to the small of her back, gently easing her back down to the bed and tucking a pillow underneath her back before hovering over her again.

His lips move up her arm to the thin strap of her bra. He nuzzles the crook of her neck, causing tingles of pleasure to shoot up her spine.

At her sharp intake of breath, Damon smiles against her skin. It's almost ironic that her neck just happens to be one of her hot spots. When he finally does claim her, it's going to be explosive for the both of them.

He nuzzles her again, softly brushing his lips over her skin and ignoring the rapid pounding of her heart. He gently sucks at her skin, moving up to the corner of her jaw when the craving for her becomes too much for him.

She turns her head toward him, lips searching desperately for his. He gives her what she wants, claiming her lips with his own and sucking her lower lip into his mouth.

He takes both hands in his again, interlacing their fingers for a moment as he gently lifts them above her head, resting them gently on the pillows behind her.

She attempts to lift her arms up to pull him close to her when he releases her hands and pulls away from her lips, but he presses them gently but firmly down again. The look in his eyes is smoldering as he tells her wordlessly to leave them there.

Elena feels so vulnerable lying before him, completely open to his touch. Last night, he'd allowed her to control the pace, letting her lose herself in his passionate embrace; this wasn't the case now.

He takes his time with her, tracing the outline of her body with his hands; sliding down her arms to her sides, his thumbs lightly circling over the undersides of her breasts.

He doesn't take his eyes off her as he continues his slow exploration and Elena can actually feel the intensity of his gaze shock through her system.

"Elena," he whispers, moving his right hand up to stroke her face.

The fingers of his other hand stroke over the sides of her waist and chest; caressing her body, sending shivers of pleasure up her back and neck.

"Tell me now if you're having second thoughts. Because if you don't, and we keep going..."

Elena shakes her head. "I want this," she replies softly. "I want you, Damon."

Damon leans in again, his lips a breath from hers.

She arches herself up underneath him; her lips quivering as he finally touches her. His lips taste her, one hand tangling softly through her hair as the other one leaves a trail of fire down her skin.

With one finger he traces a line between her breasts, hovering over her ribcage and circling her belly button before dipping lower to stroke the skin just above the lace of her panties.

She nips at his top lip, her hands reaching out to grip his hair again.

However Damon is too quick for her, and the second he feels her move he pins her wrists down with the hand he had tangled in her hair; though he continues to stroke her sides softly as he holds her still.

She wriggles her hands in his firm grasp.

"Damon," she pleads in a low moan. "I need you."

She arches up with her hips, grinding against him as if to prove her point.

Damon's free hand moves to stroke up between her breasts again, this time sliding upward to her collar bone.

"Please," she whimpers again. The throbbing between her legs is driving her half-mad with need and she wiggles her hips, rubbing herself against him in an attempt to ease the ache.

"All in good time, baby," he whispers against her lips. "It will be worth it, I promise."

She bucks her hips against him as his fingers trail downward to cup her through her panties. They're already soaked through with her desire and he closes his eyes, willing for his ardor to cool enough to regain control of his own need for her.

She presses against his hand, growling in frustration when he draws it away again.

"Elena, look at me," he commands, his voice husky with lust.

She does as he asks. Her eyes are almost black and heavily lidded.

"I'm going to let go of your hands now, but I need you to promise me you'll keep them where they are. I can't have you distracting me or else this will be over before it's even begun, do you promise to be good?" he asks.

She nods her head in agreement.

"Okay," he says, his grip loosening on her wrists as he leans forward to whisper in her ear.

"Close your eyes," he commands.

Her eyelashes flutter shut and he slides his hands slowly down to her sides again, tracing circles over her hips and belly as his lips touch the swells of her breasts. He places open mouthed kisses across her skin.

Elena inhales in sharp gasps as she feels a sudden pinch on her nipple, followed closely by the soothing strokes of his tongue as his lips envelop her through the fabric.

She wants to tear off the barrier separating his mouth from her, to grip his head and hold him against her. She promised to be good though, so she claws at the pillow case beneath her trembling hands.

It's all she can do to stop from breaking her promise as he teases her body mercilessly.

She moans as he settles over her fully, his thigh moving to part her legs further before nestling between them.

She can feel his erection straining against his boxer briefs and he purposefully grinds his hips into her to relieve the pressure-ache inside her as he continues to feast on her breasts.

She can feel the tremors in her thighs, her back arches, and a small shudder of pleasure goes through her. Damon isn't finished, and before she can even recover from her mini-orgasm, he slides down her body, hands hooking into the waistband of her panties and he presses a soft kiss over the damp fabric at the juncture of her thighs.

Elena suddenly jerks her hips, trying to pull away. Her eyes are wide open, almost fearful as she looks down at him.

"No!" she gasps, suddenly panicking. "I mean, no one's ever…"

She's blushing, he notices right away, and she's nervous. He almost forgot that Elena probably doesn't have a whole lot of experience, and he'd bet that Donovan wasn't exactly a stud, assuming that Stefan wasn't her first. As for Stefan, well, there's a certain level of control to be that close to that particular vein and that particular scent combination could be…well, he's not surprised Stefan wouldn't have risked it.

Damon feels some pride right now, knowing he's going to be her first in this, at least. He moves back up to her, kissing her lips softly.

"Relax," he says, trying to calm her. "You'll like this, I promise."

She nods her head, taking a deep breath to stay calm. If Damon wants to…Matt never did, and Stefan hadn't even once suggested it either. She'd been a little surprised, especially since Damon was already so hard. She'd felt that hardness pressed against her only moments before. She's not sure how he's managing to stay in control right now, because if it were up to her she'd be on top of him right now. She's already had her turn, after all. And damn, she hadn't expected that either!

He leaves her lips, trailing open mouthed kisses down her belly. It twitches and her breathing is shallow again. She watches him for a moment, and then it becomes too much and she closes them again.

Damon massages her thighs, coaxing them to spread apart for him. He looks up to see her eyes shut tightly, her teeth biting into her lower lip as if she's waiting for him to get it over with.

He can't help but shake his head at her innocence. Clearly his little brother had no clue what he was doing. He is going to make sure that Elena knows exactly what she's been missing, and once she does, she won't ever ask him to stop.

Elena gasps as she feels the first brush of his lips just below her hip bone. It's only the slightest touch, but still a jolt of pleasure shoots through her.

He teases the skin there, gliding his tongue down to the crease of her thigh, placing soft tantalizing kisses close to the edge of her panties.

Oh my god…

She grips the pillow tightly, her fists clenching in small spasms as his lips touch her through the fabric, just above her pubic bone before moving to her other thigh, giving it the same attention he did the first.

As his lips and tongue tease down the crease of her thigh this time, he draws her panties down her legs, slipping them off before she even realizes he's done it.

Slowly, so as not to alarm her again, he moves closer to his goal.

His tongue lightly traces the outsides of her labia and her eyes shoot open, her head lifting up to look down at him between her spread legs. Damon continues to pleasure her slowly, and his eyes meet hers.

"You taste so good, Elena," he moans, proving his point by gripping her thighs firmly and slipping his tongue up between her folds. He takes a long, slow lick as if he's feasting on a tasty dessert.

She finds the sight of him kissing her so intimately incredibly erotic and locks her eyes with his as his mouth continues to move over her in the most intimate caress imaginable. Suddenly he moves his hands toward her center, parts her folds and flicks his tongue over her clitoris rapidly, like a flame.

"Oh, Damon!" she cries out, her head sinking back into the pillows.

His lips circle the tiny bud, drawing it into his mouth and applying just the right amount of pressure with his tongue.

She can't breathe, can't think; can't do anything except focus on the intense pleasure of Damon's mouth on her. She had thought what she'd experienced last night in his car had been intense, but it pales in comparison to what he's making her feel now. Her thighs tremble, her toes curl, and her muscles are clenched so tightly that she's afraid she'll strain them. It's so good that she never wants him to stop.

To think she could have had this sooner…but she doesn't even have time to feel bad about that, because Damon is doing things to her that go beyond any of those dreams she's had about him.

"More," she cries, barely getting that one word out coherently.

He presses harder, and she cries out again. "Sooooo goooood," she moans. "I need….I…want…unnnggghhh!"

She's babbling now, unable to form a coherent sentence as he works her clit with such skill that can only come with experience; and he's had plenty. He keeps an even amount of pressure against her, giving her just enough of what she needs without pushing her over the edge.

He can feel her body quivering; can feel the blood pulsing wildly beneath his lips as her arousal increases. Slowly, his finger slip inside her, curving to press against the sponge-like tissue of her G-spot and strokes in a "come-hither" motion firmly in time with the movement of his tongue against her.

"Oh fuuuuuuuuuuuuccccckkkkkk," Elena cries, tears springing to her eyes as wave after wave of pleasure courses through her. It's almost too much as she can feel every nerve ending she has come alive. She's dimly aware of his fingers sliding out of her and is grateful for the reprieve as her flesh is so hypersensitive at the moment that had he kept stroking her, she couldn't have been able to handle it.

Damon hovers over her again.

"I told you that you'd like it."

He has a satisfied smirk on his handsome face.

Elena feels so weak at the moment that she doesn't even try to make a comment about his over-inflated ego getting the better of him. Besides, it's clear now that he does have a lot to brag about. He's just given her such insane pleasure that she actually has tears coming from her eyes, and they haven't even gotten to the main event yet.

His swollen erection teases her entrance and her eyes flutter open again, staring up into the stunningly dark blue depths of his.

She wants to tell him everything she's feeling, right then and there, but he dips his head down to silence her with a kiss before she can even gather her courage to say it.

As his tongue slips into her mouth, caressing hers, he pushes slowly into her. She nearly comes undone in his arms as she feels him stretch her, filling her completely in a way she has never felt before.

She'd had her suspicions that Damon would be bigger, based on the quick glances she's stolen when she was sure nobody would catch her, but looking is nothing compared to actually feeling him inside her. Whoever coined the phrase "size doesn't matter" clearly never had the pleasure of experiencing Damon Salvatore's hard, massive length.

Poor unlucky soul…

Damon watches Elena's knuckles turn almost white with her effort to keep her hands to herself as he begins to move within her. She's so perfect, like she was made for him. He's almost convinced he's died (again) and that this velvet heat surrounding him is his version of Heaven.

As she continues to thrash her head and claw at the pillows, he finally takes pity on her. He can feel himself near the brink already, having denied his own pleasure for too long, and he's determined to take her over the edge with him.

"Wrap your arms around my neck," he rasps as his hands slip under her hips, lifting her up slightly.

She does as he asks, and with rapid movement Damon grabs one of the pillows she's been clinging to and tucks it under her so that her hips tilted up slightly. Elena looks at him questioningly, and he places a soft kiss on her lips again.

"Trust me," he says, though it comes out more like a question.

She nods. "Always," she whispers, letting him lay her back once more.

He enters her at a different angle this time, and she cries out in surprise as he strokes her front wall and hits a spot that sends the tingles up her spine again. He sits up, angling his hips upward as he grips her thighs and strokes that spot again. Her own hands grip the bed sheets to prevent her nails from clawing into his skin in her frantic state.

"Oh my god!" she cries as the shocks of pleasure shoot up her spine and down to her toes in rapid succession.

She can sense he's as close to coming as she is by the way he sharply jerks his hips, his movements less controlled than before.

His hand slip back between her legs, rubbing her clit until every bit of her is quivering and her entire body feels like it's on fire. And then the inferno hits.

She reaches out to grab for him again and he falls forward, his lips covering hers as their shared climax wrings the last bit of strength left from them.

Elena can feel her legs still shaking around his hips even as the energy drains from her.

Damon slowly pulls out of her and moves to lie beside her, not wanting to crush her with his weight.

Her breathing and heart rate still hasn't returned to normal even though it has been a few minutes. If he didn't know any better he might have sworn his brand of pleasure nearly killed her. He can't help but congratulate himself for that one.

Elena can do nothing but gasp as her heart continues to pound in her chest. It's as if she's just had the most intense work out of her life, and in a way, she has. She's dimly aware of the silly grin on her face, but can't seem to stop it. In fact, she isn't even sure she can move at all right now, even if she wanted to.

Damon really is that good.

She suddenly starts giggling uncontrollably, though she has no idea why. It's as if she has lost control of everything, including her emotions.

"Holy fuck," she slurs, her face tingling so much that it feels like it's frozen.

"That was….oh wow…I can't fucking believe this…" And then she starts giggling like a maniac again.

"Are you okay?" Damon asks, his eyes shining with amusement.

"I'm not sure," she giggles nervously. "I just….the tingling…it's just everywhere…" she runs her hands over her body as if to prove her point.

"I feel…it's just amazing…"

"If I didn't know any better, I'd think you were high right now," he teases, only half-joking.

Elena really does look like she's experiencing an intense, euphoric high that is usually only associated with drugs or during his kind's mating ritual. He's only ever known it once, when he'd been human and Katherine had shared the experience with him. It surprises him that Elena is feeling it now, when he hasn't even bitten her yet. He's a little curious what her reaction will be when he finally does claim her fully.

Elena is still giggling, her breathing erratic and her heart pounding almost dangerously. She tries to gasp for air, to get her breathing under control, but it isn't working. She's beginning to panic now. This is too much. She's never had this happen for so long before. Sure, the dreams had been intense, but that feeling usually went away if she focused on her breathing or just took a cold shower.

"Damon?" Her eyes are suddenly fearful. "It's too much," she manages to gasp out. "I can't stop…I…oh…god…." She is still shaking, and Damon can tell that Elena has never experienced an aftershock orgasm before. He'd bet that she'd never even experienced multiple orgasms before.

He curses himself a bit. Of course it was too much for their first time! He should have known that she wouldn't know how to breathe through it on her own, and obviously she wouldn't have pushed herself past her own limits on her own. For fuck's sake, hadn't she just told him that she'd never even had a guy go down on her?

He quickly gathers her into his arms, rubbing her arms soothingly as he tries to coax her body to relax from the heights it has been drawn to.

"It's okay," he says calmly, though he's starting to worry. Her heart is still beating too fast. She's pretty much going to have a panic attack right now if he doesn't do something soon to reassure her that she's not actually dying, that she's just had really intense orgasm.

"You'll be okay, Baby, you just have to calm down," he soothes her. "I promise, it's normal and no one died from pleasure overload."

"I can't," she whimpers against his chest. "It won't stop. It's too much."

He rocks her gently, stroking her hair. "Yes you can," he tells her. "You just need to slow your breathing first…relax…breathe…"

Elena closes her eyes, willing herself to focus on Damon's soothing touch as she attempts to catch her breath again. It's difficult, but she manages to draw in a shuddering breath of air, holds it, and then slowly lets it out again.

"That's it, baby," Damon encourages her softly. "Focus on me, Elena."

His words of encouragement combined with his soothing touch are all she needs to finally slow her breathing, though she can still feel her heart pounding.

"It's not working," she says, feeling frustrated. The tingles are less intense, but she still can't stop them. God…what if she's stuck like this?"

"Give it time," Damon says, concerned she'll work herself back up again into an anxiety attack. She needs to stay calm.

"Just focus on my voice, okay? Don't worry about anything else and your heart rate will slow down, I promise."

Her head nods against his chest.

"Okay, now take a deep breath, hold it…then slowly let it out."

She closes her eyes again, letting him coach her. After a few minutes she's finally taking the slow deep breaths on her own without him having to tell her.

Damon can hear her heart rate returning to its normal pace and breathes out a sigh of relief. He'd really been afraid for a while that she wouldn't be able to come out of it and he'd have to compel her to relax. He's glad now that it hadn't come to that.

After a few minutes of stroking her hair, he lowers her back down to the bed. She's almost ready to fall asleep again now that she has calmed down, and Damon strokes the side of her face lovingly. She turns her eyes to meet his.

"Damon, I…"

He places a finger to her lips.

"Shhh," he says, stroking her face. "We'll talk later, I promise. Right now I want you to get some more sleep while I pick us up a few things."

He moves to get out of the bed but Elena quickly grasps his hand.

"Stay," she pleads. "At least until I fall asleep?"

He sighs, never able to say no to her.

"Okay," he agrees, lying back down to gather her into his arms and pull the covers over them both. "But just for a few minutes."

She snuggles into him, her breathing evening out in less than five minutes.

Damon can't tell if he imagined it as he slowly settles her sleeping form under the covers before leaving the bed, but he could have sworn he just heard her murmur "I love you."

She smiles softly in her sleep, and he's almost certain that she's dreaming of him.

Author's note:

So…I got asked about this a lot when I first wrote this chapter all those years ago and I'm including some information for you, since I have learned that women are NOT given a whole lot of information on what can go on with our bodies.

What Elena experienced is actually possible. I didn't make it up. In fact, the first time it happened to me I had no idea what the hell was going on. It is intense.

Basically, your adrenaline and oxytocin (that's the hormone responsible for that warm fuzzy feeling after orgasm and aids in bonding) levels spike. It happens because when there is a build up of pleasure without a full release (like, say, someone teases the shit out of you and you're taking in gasping breaths in rapid succession) then when you finally do have an orgasm (or multiple) it just keeps going.

To the initiated, we kind of look forward to that high, and we can even recreate it doing meditation and breathwork exercises (yes, you can actually have the effects of an orgasm just by breathing in a certain pattern).

But to anyone who has not felt that before, or has not built their stamina up to actually be used to such intensity, it can be scary. And if you don't know to expect it, then you can work yourself up into an anxiety attack on top of it, and your body is not sure how to come down because you're now raising your heart rate by freaking out more.

If you can stay calm and just let it happen, and ride the waves though, it's awesome. It's the best trip ever, and before you ask…yes, you can get skilled enough to DIY. You're welcome ;)