It was light when Damon awoke. He opened his eyes and it took him a few seconds to remember where he was. He looked at Elena beside him, her perfect naked form half covered by her bed sheet. Her arm was thrown across his thigh. Damon frowned, instead of triumph it was guilt that flowed through his body. What had he done? He'd let his guard down with her. He'd done things with her he'd dreamt of but things he promised himself he wouldn't do with her because he didn't deserve her.

"Elena." He whispered as he shook her gently. "Wake up."

Her eyes jumped open and she looked shocked for a second until last night's events came back to her.

"Hi." She said her voice a little awkward

"Hey." Damon said as he looked for his boxers "We should get dressed. Jeremy or Ric could come in anytime."

"Oh." Elena said "Good idea." She carefully covered her nakedness with the sheets and Damon tried not to roll his eyes, it was a little late to be bashful he thought.

They dressed quickly in silence. Damon cleared his throat as he pulled his boots on.

"So…last night..." He began

"It was amazing." Elena said gently

"It was?" his eyebrows shot up.

Elena smiled "What did you think I'd kick you out and say I regretted it?"

Damon shrugged "Kind of." He said

"Well I don't Damon." Elena said quietly, looking at her feet. "Do you?"

Damon hesitated and Elena blinked rapidly. "What? I thought it's what you wanted? I thought you loved me…?" she said trying not to sound so hurt.

Damon cringed, he'd hurt her feelings. "Elena…you know how I feel about you."

"Then what's wrong?" she said sounding weary

"I…" Damon began "…I didn't mean to do that with you, Elena. I know I took advantage of you…I don't want to be an asshole about it…I-"

"You didn't take advantage, Damon." Elena said "I wanted you."

A glimmer of hope flared in his chest. "But Stefan…"

Elena sat down on her bed. "It's over, Damon. Stefan's gone…"

"He's not." Damon said sadly "He's my brother and he's still in there."

"Well…What are we going to do?" Elena said

"I don't know." Damon confessed "I can't forget this happened…"

"Me either." Elena said "Why do we have to forget?"

"I've never been in a real relationship in my life." Damon said as his answer

"I do know that." Elena said, not accepting this answer.

"What you said last night…I can't lose you either, Elena." Damon said softly, sitting on the bed beside her.

"How do you know you'll lose me, Damon?" Elena said in a hard tone, taking his hand in hers.

"I will." He said "I'd hurt you. Somehow." He pulled his hand from hers.

Elena rubbed her watering eyes and Damon's will crumbled. He reached across and kissed her.

He broke away from her. "I do love you, Elena."

He watched her nod, a tear escaping from her eye. "I know."

Damon left her there on the bed. Somehow he knew deep, deep inside even under the pain that this was far from over.