Disclaimer: If I owned Vampire Diaries, Jensen Ackles (Dean on "Supernatural") would make a stop in Mystic Falls to distract Rose most effectively away from any and all pursuits of our sexy vampire. We also wouldn't be waiting 2 ****ing weeks for a new episode because I'm not that cruel…anymore ;)

Chapter 7: Unexpected Alliances

Caroline listens intently for any sounds indicating that Stefan is on his way back to the boarding house. After filling her mother in on this latest complication in their lives, she'd managed to convince Stefan to gather their few allies, and of course check on Jeremy.

She'd volunteered to remain home to protect her mother in case Katherine came back; though she'd also had an ulterior motive. The fact was that whether Stefan wanted to admit it or not, they needed Damon's help.

He was the only vampire strong enough to actually have a fighting chance at beating Katherine, or at the very least stopping her from killing them all. The problem was that Stefan was being stubborn and pig-headed about the whole thing and when she'd first brought it up half an hour ago he'd been totally unreasonable.

He'd kept saying such eye-roll-worthy things like how Damon wouldn't help them now that he had Elena all to himself and that Damon didn't have the capacity to care about anyone but himself. Chances were that he'd compelled Elena and they were never coming back, blah, blah, blah.

It had all been very Elena-centric and boring, and plus she knew Stefan was just lashing out as usual. He seemed to be in such a foul mood, and she was almost certain it had nothing at all to do with Katherine's surprise visit.

Well, none of that mattered anymore!

The facts were that whether or not Damon had successfully gotten Elena in bed was a complete non-issue, other than it being totally "ew" of her to be sleeping with both brothers.

Of course, she didn't feel her own past with Damon counted because that was all mind-control and okay, so she'd had a little crush on him at first; he was hot, after all.

But hotness didn't make up for his being a total jerk to her and so it was a completely different situation for her to have feelings for Stefan now.

Besides, if Elena willingly slept with Damon then that meant she had feelings for him like she said she did that night, and that was totally wrong since she was with Stefan at the time.

Caroline shakes her head, willing herself to focus.

The drama of Stefan/Elena/Damon was a non-issue, after all.

Hadn't she just told herself that a few minutes ago?

Still listening for sounds of Stefan's return, she grabs her phone and dials Damon's number. She's sure Elena's still pissed at her so she doubts she'll even get an answer.

Besides, it's Damon she needs to get hold of anyway.

"Damon's phone," she hears almost instantly.

"Damon! Thank god you answered! Listen…"

"I'm a little preoccupied right now. You know what to do."

His voicemail cuts her off.

Groaning in frustration, she waits for the tell-tale beep.

Unfortunately just as she's about to leave a message, Stefan chooses that moment to walk in. She quickly hangs up the phone and hopes he hadn't heard anything.

"Hey," she says, giving him her best "everything's okay and I totally wasn't up to anything" smile.

"How's Jeremy?"

Stefan shrugs, moving to sit down in the leather armchair close to the fireplace after pouring himself a drink.

"He's a little shaken up, bruised a bit, but other than that he's fine. Katherine wasn't really interested in him; she just wanted answers."

Caroline breathes out a sigh of relief.

"Well that's good, I guess. I mean, as long as he wasn't hurt, right?"

Stefan frowns.

"Nothing where Katherine's concerned is ever that simple," he says grimly. "She wasn't exactly subtle when she asked him where Elena and Damon were, and I'm not so sure it was just idle curiosity. She's up to something."

"When has she not been," Caroline rolls her eyes.

Stefan doesn't even crack a smile.

She sighs, moving to sit on the sofa across from him.

"Look," she says softly. "Whatever Katherine's up to, we'll stop it. You talked to Ric and Bonnie, right?"

Stefan nods. "They said they'd be over here soon."

Caroline grins. "Good!" she says cheerfully. "See? We've got her outnumbered. Bonnie's got that whole witchy mojo thing going for her, and you said Alaric's some kind of vampire slayer, or hunter or whatever. Add you, me, and Damon and the bitch is toast!"

Stefan's eyes narrow and his jaw clenches at the mention of his brother.

"Damon's not in this," he growls.

Caroline rolls her eyes.

"Look, I know he's not your favorite person or whatever, but we need him."

"No!" Stefan shouts, shattering his glass of bourbon against the wall.

Caroline jumps slightly at his sudden anger, suddenly afraid to provoke him further.

"Okay," she squeaks, holding her hands up in surrender. "I get it, no mentions of the D word, I promise."

Stefan sighs and runs an agitated hand through his hair.

"Look, I'm sorry. I kind of lost it for a minute," he apologizes.

Caroline forces herself to smile reassuringly.

"Hey, it's okay. I shouldn't have said anything, considering…well, everything."

He looks about ready to throw another tantrum like he'd done in his room earlier, so Caroline decides it's best to change the subject.

"So…what now?" she asks.

Stefan looks at her with a puzzled expression.

"What do you mean?"

Caroline sighs. Clearly she'll have to just bite the bullet on this one.

"Well, clearly there's something going on, with us, I mean…" she trails off. "I knew I should have just gone with the speech," she mutters under her breath.

Stefan can't help but laugh. "You had a speech prepared?" he asks her incredulously.

Caroline's face would have turned bright red if she was still capable of it. Instead she looks down, a slightly embarrassed smile on her lips.

"Yeah, well I have this habit of saying the wrong thing and…forget it, it's stupid!"

She wishes she could just crawl under a rock to die and end her misery. Here she is, making a complete fool of herself in front of a guy that until a few hours ago was totally in love with her best friend.

"You're not stupid," Stefan says, amused at her flustered state.

At the pointed look she gives him, he smiles teasingly.

"Okay, well I'll admit you're a little neurotic at times, but that's just part of your charm. Besides, I think it's kind of…cute."

He swears he can feel his face grow hot with embarrassment right now.

"Oh please, I am so not the only neurotic one here Mister! And I'll have you know…" she pauses in her rant, the last words he'd said finally resonating. "Wait…you just called me cute," she says.

"You say that with such shock and surprise," he teases, placing a hand over his chest. "I'm hurt."

"Sorry," she says quickly. "It just kind of caught me off guard, is all."

Stefan frowns. "I wouldn't think it should be that surprising," he tells her, all playfulness gone from his tone. "I thought it would be obvious considering what happened last night."

"So you kissed me because you think I'm cute? Was that it?" she asks, crossing her arms over her chest in an attempt to look like his words hadn't hurt and that she's mostly just pissed at him for using her like that.

Stefan shakes his head, reaching out to grasp her hand in his.

"No, it wasn't like that!" he assures her. "I'm not like him; I don't make out with a girl just because I can. There has to be…feelings involved."

He's watching her intently, gauging her reaction to his words.

Caroline licks her lips nervously.

Here was the reason why he'd kissed her last night. Why he'd held her tenderly as she cried. The question remains…what are they going to do now?

"Stefan, I…"

Suddenly there's a sound of footsteps coming closer followed by a loud, impatient knock on the door.

Their moment interrupted, Caroline sighs and races to answer it. Bonnie stands there, the pallor drained from her dark complexion. She looks worried, and Caroline has seen that look enough to know it isn't a good sign.

Something seriously bad is going to happen.

She looks at her questioningly, but it appears that the witch—and Caroline means that in every sense of the word right now—has still not gotten over herself enough to acknowledge her best friend now that she's a vampire.

Instead she walks into the room and stares right at Stefan, who immediately rises from his seat, his expression starting to mirror hers.

"What is it?" He stares at her in concern.

"I ran into Mason Lockwood while I was on my way over here from the Grille," she says as if that was explanation enough.

"And we care why?" Caroline can't help but ask.

At Stefan's reproachful look she shrugs.

"What? He tried to kill us!" she protests, but stops when he gives her his Serious Vampire Face.

"What did you see?" he asks Bonnie, trying to stay calm.

Bonnie hesitates. "It's probably nothing, I must have seen wrong or something. I mean, it's just not possible…"

Caroline rolls her eyes.

"Just spit it out already!" she groans impatiently, ignoring Stefan's disapproving looks.

Bonnie glares at her, but continues.

"Well, when I touched him by accident, I saw him and Elena together."

"Well he did have her in a stranglehold last night," Caroline mutters under her breath.

Bonnie shakes her head.

"No, I mean they were…together. Like, in bed and everything."

Caroline rolls her eyes again.

"Yeah, because that makes sense considering she's not even here," she mutters under her breath, but Bonnie hears her.

"What do you mean she's not here?" she asks, glancing over at Stefan. "What didn't you tell me?"

"She left town last night; with Damon" Stefan replies bitterly.

"And you didn't think to tell me?" Bonnie explodes at him, her self-righteous attitude making its annoying appearance.

Stefan's jaw clenches again and Caroline quickly holds up her hands, making a "time-out" sign with them.

"Focus, people, we don't have time to get into that now! Anyway, Bonnie, are you sure?" she asks, hoping that she's wrong.

Bonnie looks about ready to have a little tantrum of her own.

"Of course I'm sure!" she snaps. "I saw Mason and Elena, and they were rolling around in bed together…unless…"

Her eyes suddenly widened with realization.

"It wasn't Elena I saw," she says slowly. "It was Katherine."

Caroline bites her lip, drawing blood.

Just when she thought things couldn't get any worse, Katherine had to go and get herself a pet werewolf. They were seriously in way over their heads where she and Mason were concerned.

Stefan's still bitter and won't willingly accept help from Damon, but she knows it's their only shot at beating Katherine at whatever game she's playing.

She won't be able to call him, but if she can just sneak away for a minute or two…let Bonnie keep Stefan occupied with her crazy visions of doom…

"I think I might be able to convince my mom to help us," she suggests.

Stefan and Bonnie both turn to look at her questioningly.

She shrugs.

"Well, I mean she's been kind of okay now that we've talked a bit, and I know if she knew what we were really up against she'd want to help; she is the sheriff after all. We could probably use her help, and she could maybe even get Mason to cooperate. It's worth a shot, isn't it? And then we won't have to compel her!"

"I suppose we could try…" Stefan considers, nodding his head to give her the green light.

Caroline beams.

"Great!" she says. "I'll just run down and talk to her while you and Bonnie figure out our next move, okay?"

Bonnie looks glad to be rid of her forced company; Caroline tries not to let it get to her as she makes her way down to the basement.

As soon as she's certain that Stefan won't pick up on what she's up to, she pulls out her phone and furiously types her message.

Damon, come back asap!

Major trouble w/ Katherine!

Plz, we really need ur help!

PS. Don't tell Stefan!

She sends the message off quickly, biting her lip anxiously and praying Stefan will forgive her.

Elena giggles as Damon playfully grabs for her under the sheets to tickle her in punishment for her earlier teasing. She squirms under them, managing to free her upper body from the tangle of fabric.

Damon pops up right behind her, his hair sexily disheveled as he grins, pulling her back against him.

He wraps one arm around her, nuzzling into her neck and placing a soft kiss on her shoulder. All traces of his usual sarcastic smirk are gone for the moment, replaced with a genuine smile that lights up his entire face. She can't remember ever seeing him this happy. It's like the walls have finally been chipped away, and he's letting her see the man she's always known was there beneath the sarcastic vampire.

"Take it back," he growls playfully, his hand coming up to tickle her ribs.

She squeals and tries to kick away from him on the bed. He holds her tight against him and she can feel him grinning against her shoulder.

She turns her head and gives him her cheekiest look, "Make me," she taunts.

He quickly rolls her onto her back, hovering over her.

She giggles as he tries to give her his most menacing glare before swooping down to lightly nibble at her neck. She closes her eyes, shivering as the tingles shoot up her spine in response to his touch.

She doubts she could ever get tired of him doing this to her.

A sudden pinch of his teeth on her shoulder shocks her system and she lets out a cry of surprise.

"Ow!" she whines, though it hadn't actually hurt.

Damon lifts his head, grinning like the devil.

"Say it," he demands, moving back down to nip at her neck again.

She giggles as he tickles her skin, gasps when he hits the sensitive spots.

"Say it…" he growls in her ear, his hands sliding up her ribcage to circle her breasts.

She groans when he refuses to move those hands to where she wants them, letting out another high pitched squeal as he moves to tickle her ribs again.

She writhes under him, tears springing to her eyes.

"Say it…" he says again, making it clear he won't stop torturing her until she does.

"Okay," she gasps out through fits of giggles.

"I take it back. You're most definitely dangerous," she assures him.

He grins.

"And I'm not a cute fluffy puppy dog?"

His hands move to tickle her again when he catches the hesitant, wicked smile.

She puts up her hands in surrender.

"Okay, you're not a cute fluffy puppy…"

Her eyes have a mischievous glint to them.

"Though you do have a tendency to hump women's legs like one," she adds cheekily before squirming out from under him.

"Oh now you're gonna get it," he growls, resuming his torture.

"Damon," she squeals, trying to get away again. "Stop it," she protests.

He rolls off her, quickly having her spooned up against him again.

"Make me," he challenges.

His lips touch the back of her neck this time, causing her to let out a low moan.

Almost as quickly as their game had begun, it changes to slow, sweet passion as he trails kisses over the nape of her neck and shoulder.

Elena closes her eyes, loving the feel of him against her. It's amazing how easily he can set her senses aflame with just the slightest kiss or caress.

She tilts her head back, giving him more access to her; his arms encircle her waist, holding her gently to him in a tender embrace.

Elena smiles softly, snuggling back into him and placing her hands over his arms to hug him to her.

This is quickly becoming one of her favorite things to do with him, aside from the sex, of course. She had never really considered Damon to be the type to cuddle, having only really fantasized about the wild, passionate sex where he was concerned.

If she was honest with herself, she hadn't really thought he was capable of such displays of affection until last night. He'd always been so guarded with his feelings that she hadn't been able to imagine anything close to the playful, sweet and yet still passionate man in bed with her right now.

He's completely open to her now, and she loves it; she loves him.

She pauses in her thoughts.

Wait…loves?

Since when had her deep attraction and tentative feelings turned into something so serious? She honestly can't pinpoint the exact moment it happened, and she doesn't even really want to.

It doesn't matter when it happened; the only thing that matters is that it has.

Somewhere along the way, through all their playful banter and slight flirtation, she'd fallen for Damon Salvatore. She'd just been too blind, or perhaps too afraid, to see her feelings for what they really were.

She could easily blame it on her situation with Stefan, but the truth is that she'd been terrified of her feelings, or rather the intensity of them. Damon seemed to know her better than she knows herself, and he could always tell when she was lying.

He could cause her to scream in anger one minute and cry out in pleasure in the next.

He also seemed to know what she truly needed before she did; he'd essentially "kidnapped" her in Georgia because he somehow knew she needed a time out from everything, and he'd sat with her near Stefan's cell when he was "de-toxing" because he knew she didn't really want to be alone.

He had always been there for her, waiting for her to wake up and realize what they could have together.

She couldn't be happier now that she had, and she never wants this day to end.

"I wish we could stay like this forever," she sighs.

"We can't hide forever," he reminds her.

Elena pouts. "Yes I can," she replies stubbornly.

"What about your friends?" he asks.

"If you mean Bonnie and Matt, they'll get over it, eventually."

"Jenna?"

"I'm almost eighteen; you can kidnap me for a few months and after my birthday she can't do anything."

"School?"

She rolls her eyes.

"Not exactly a reason to go back."

He chuckles. "Well, at the risk of sounding cliché, school's important!"

"I'm sure you could teach me a hell of a lot more than I could ever get sitting in a classroom," she says, rolling her eyes again.

Damon frowns at that, but continues.

"What about your brother?" he asks seriously. "Don't you think he'd be a little upset if you didn't come back?"

She sighs, defeated. She can't argue with him; not when it comes to her brother. Damn him and his logic.

"Fine, you win," she admits. "It's just that…" she trails off, tears springing to her eyes even as she fights to keep them away.

Damon strokes her hair comfortingly. "What is it?" he asks softly.

She doesn't turn around, and somehow not being able to see his face makes it easier to ask the question she needs to know.

"I was just thinking…well, wondering, actually…what's going to happen when we get back?"

Damon hesitates, unsure of what he should tell her.

As much as he wants to just waltz back into Mystic Falls and declare their relationship to everyone, he knows it won't be that simple. For one thing, there's still the problem of most of her friends, and not to mention her aunt Jenna, hating his guts.

Bonnie might be pissed enough to pull that witchy mind trick where his brain feels like it's bursting into flames; always fun times to be had where that bitch was concerned.

As for Aunt Jenna, well he could always wait for the vervain to leave her system and compel her to like him and accept him as Elena's new boyfriend, but that really took the fun out of trying to win her over to Team Delena.

Besides, he wants even that aspect of his courtship of Elena to be real.

Of course he wouldn't be above getting Alaric to warm Jenna up to the idea a little bit first before he formally announces his most honorable intentions of keeping Elena in the perfect state of blissful happiness and delirious pleasure for the rest of her life, for the rest of eternity if she wishes it.

However, he won't tell Elena any of this until he knows beyond a shadow of a doubt that she feels as deeply for him as he does her.

"What do you mean?" he asks, finally responding to her question.

"I mean this…between us…it's more than just a one-time thing, right?" she asks, stumbling over the words.

"Do you want it to be?" he asks, trying not to let on how anxiously he wants to know her answer.

She nods. "Yeah, I do," she says softly. "Do you?"

"I think you already know, Elena," he says seriously.

"Do I?" she whispers.

What a silly question! Hadn't he just proven to her through their many hours of passion together how badly he wants her? Hadn't he all but spelled it out for her that he is hopelessly in love with her? Had she not realized when Isobel had spelled it out that his refusing to deny her words meant they were true?

"I know I have a reputation as a man-whore, but come on!" he says, his tone sardonic; though as Elena turns around to face him she sees the hurt in his eyes.

"You're right, I'm sorry," she says. "It's just that I know you love the thrill of the chase."

He strokes the side of her face, eyes searching hers.

"Why is it so hard for you to accept that this is real?" he asks her.

"Because there's a part of me that's terrified of what that means," she wants to say.

She remains silent, staring into his eyes as if she's trying to compel him to read her mind.

He sighs and pulls away from her, moving to get out of bed.

She immediately mourns the loss of his touch, staring after him as he moves to rifle through one of the bags she hadn't noticed before on the floor by their discarded clothes.

He pulls out a new pair of dark denim jeans, a red tank top and a matching bra and panties set in deep red; tossing everything gently onto the bed.

"Come on, get dressed," he tells her.

She looks at him questioningly as he throws on his own combination of black jeans and tee-shirt, though she can't help noticing he's neglected to put on any underwear.

"Why?" she asks, worried that he's going to simply turn off his feelings again and take her back home.

He gives her a sexy smirk.

"Because I'm taking you out," he informs her.

"And as much as I love what you're wearing…or rather what you're not wearing, it's not exactly appropriate attire for what I have in mind."

"Are you asking me out on a date," she asks incredulously.

"Well, technically it's a backwards date, since we sort of skipped the main course and went straight to dessert," he winks at her.

"Okay, so what's the plan for our backwards date?" she teases. "I invite you in for coffee, you drop me off and we have dinner before you pick me up and hand me a bouquet of flowers?"

Damon rolls his eyes. "Please, I'm far more creative than that."

Elena slips on the bra Damon had bought for her, surprised that it fits so well. In fact, all the clothes he'd picked for her are the right size. She realizes he must have checked the tags in the clothes she'd worn last night and her heart swells at his thoughtfulness. He could have simply asked her, of course, but she has the feeling he had wanted to surprise her.

"So where exactly are we going then?" she asks, suddenly excited.

"It's a surprise," he tells her mysteriously.

"You're not even going to give me a tiny hint?"

Damon laughs. "Nope," he says, shaking his head.

At the sight of her pouting expression, he winks at her.

"But I promise you'll like it."