Disclaimer: I don't own VD, just the plot of this fic

A/N: I owe you guys a chapter. I know.

So… here it is. Also, this is where I'm going to start incorporating my own plotline more than the season 1 plotline… and then I'm going to basically destroy the entire season 2 plotline expect for the main idea: Klaus sending his little minions to do his dirty work so he can become a hybrid.

MJ McCaul: sorry I didn't send this to you to beta, but I REALLY wanted to get it posted. I promise I'll send you the next one.

I paced back and forth the filthy floor of the abandoned building I was currently staying in. Elena's face was permanently etched into my mind, the way her doe eyes were so innocent and trusting, how her hair was like silk, how she used to make me feel needed… I knew she needed me now, but it wasn't the same. I missed her friendship.

It had been just a day since her car accident and I hadn't been able to get close to the hospital. Stefan was there all day and night, as far as I could tell, lurking around the building when he was forced to leave after visiting hours. I knew if he saw me even once then I wouldn't be able to keep Elena safe. He would watch me like a hawk, assuming he wouldn't lock me up first.

A snap outside the door alerted me to a visitor. Stefan? I knew it couldn't be, because Elena would never give me away. It definitely wasn't a tomb vampire either… that left Bonnie. Since she still had her Grams and she had never been hurt or betrayed by Stefan she wasn't as loathe towards vampires as she was before.

A brunette head, one I knew too well, ducked in for a second before she had me pinned against the wall in a flash. "Hello, Damon. Miss me?"

"Katherine." I spat, struggling to get away. She loosened her grip enough so I had the chance to knock away her hand and free myself.

She pouted. "Awwww… I thought you liked me, remember? I got wind of some plan you've been making, one to free me from the tomb."

I had made plans for that, before coming to Mystic Falls. Of course, this time it was different. "No, I actually don't have any plans."

"Really?" asked Katherine, saccharine-sweet voice huskier and thicker than Elena's. I remembered the first time I came back to Mystic Falls I had thought how similar Elena and Katherine were, but I could see how they weren't even more. There was nothing kind in Katherine's voice, just a girl that was dead inside and running for her life and would do anything to stay safe.

"Really." I said. "What are you doing here, Katherine?"

She shrugged. "This, that… visiting old lovers, for one. I also saw you with Elena… tragic, wasn't it? And you got to play hero. I bet you loved that, huh, Damon?"

"I was helping her." I hissed. "She was hurt, and there was no one around."

She just smiled as if to say "Whatever you want to think, sweetie" and casually strode to my makeshift bed. "You're not living up to your usually standards, either. Why don't you just go live with Stefan? It would drive him insane and you'd have a fighting chance with Elena. Isn't that what you want?"

"No." I said shortly. I vaguely wondered if I should have tried to figure out why she was already here, but I was too angry to really care. I knew it was about Klaus, and I knew the major details. Moonstone plus doppelganger equals unbeatable Klaus. "I don't want to 'win' her from Stefan or hurt her, I just want to help her. Besides, it's none of your business."

"I see." Her trademark smirk stretched across her face. That face, the one that made her look so innocent and girlish one moment and then a vicious killer the next. "What made you so chivalrous all of a sudden? I thought that was Stefan's forte."

"Because…" I thought about it. I loved her, obviously, and I screwed up so many things for her. "You know what? It's none of your business." I strode over to the shabby mini-fridge I had found in the building and pulled out a beer. It wasn't what I was used to, but it had to do for now.

"Can I have one?" Katherine asked.

"Of course, Miss Katherine." I said, mimicking her tone, when I realized that was something I had said to her before. I chuckled as I got another beer and threw it to her.

She frowned. "What's so funny, Damon?"

"I said that to you at the Lockwood's masquerade ball. Then I tried to kill you."

"What?"

It was stupid to tell her things that she shouldn't know I knew, but I loved to be able to mess with her head for once. "Of course you don't remember, Katherine, but it was a pretty crazy night. I tried to kill you, you had some witch-y mojo on Elena that stopped me from killing you, and then you got left in the tomb." Her eyes widened. "You believe me?"

"No, of course not. You've gotten hurt or poisoned…" she said, but she looked very unsure. "And I never went to any event at the Lockwood's… not for a long time, anyway…"

I sipped my drink and smiled at her. "Who knows, maybe you were compelled to forget."

"That's impossible."

"Not if it's an Original."

She was looking more and more like Elena as her eyes got bigger, doe-like. "How do you know that?"

"You've missed a lot, Katherine." It seemed to frustrate her more as I kept repeating her name, starching it into two syllables.

I threw her drink down and it shattered. I was pinned to the wall again, her face inches from mine. "What the hell did you do to me? What are you even talking about?"

"Nothing." I choked out, and I spun her and slammed her into the wall. "It's something that I'll always know and you won't… unless you tell me why you're here." I knew it had to be something about Klaus, but I also knew that I had changed some things. Would Isobel show up? Was Klaus going to come early?

"What do you mean?" she asked, easily sliding from my grip and dancing across the floor away from me. "I'm just here to get some things done."

"Looking for a doppelganger, maybe?"

"Stop that!" she ordered, petulant. "I'm… I didn't want to say this, because I know how deeply you love me, but I'm here for Stefan. I want him back."

I laughed. "Sure you are. Good luck with that, by the way, because he's too in love with Elena to care about anything."

She seemed upset by my statement, but let it drop. "I should leave."

"You do that."

At the doorway she stopped and looked at me. "There wasn't any masquerade ball."

"No." I admitted. "Not yet, anyway."

She just glared at me, sighed, and disappeared through the door.

Even though it had been a good change to be the one playing head games, I was afraid that Katherine would go after Elena. She was in the hospital, weak, and there was no way Stefan could stop Katherine if she wanted to hurt Elena. Then again, there was no way I could either, but I headed straight there anyway.

It was quiet, for once, and to my delight Stefan was nowhere to be seen. I stayed outside Elena's window for a while, watching as she and Bonnie talked. I could hear parts of their conversation, mostly about Stefan and the accident.

"So what happened, anyway?" Bonnie asked. "I know you hit something, but was it a….?"

"Vampire?"

Bonnie nodded.

"Yeah." said Elena. She was still pale. It reminded me of when I took her from the hospital when Klaus was draining her of blood.

I was recovering from one of Klaus' blows—those Originals could really pack a punch—when I remembered her. She had to be in the hospital, or Klaus wouldn't be there. I got up as fast as I could and spent at least three precious minutes wandering, trying to find her, she would be somewhere quiet, somewhere only the compelled nurses would go.

I finally found the room, smelled her honey-and-spices scent before I saw her. I could also smell her blood.

In the room she was unconscious, a blood bag attached to her arm that was draining her. I looked at it for a second before I started to pull the cord from her arm, stopping again when I was mesmerized by the small tube that had been in her arm. Her blood was intoxicating and one thing I always promised myself I wouldn't taste, especially after the one time when I had been bitten by Tyler. It had killed me when I had come to and seen the blood running down her neck, heard her soft but insistent, "You're hurting me!" like she thought any normal vampire would stop if she said that. But she trusted me, knew I would stop.

"Damon…" she moaned softly. Her eyes held a faint fear, like I would suddenly see no difference between her and the blood bag she was attached to.

My heart broke a thousand times over, and I gently scooped her up and cradled her in my arms. Her heart was beating unsteadily, and her head lolled to the side like she was a newborn. She would be scarred forever—I didn't know exactly what had happened in the gym, but I could see the bandage on her neck and smell the blood there. Stefan had never bitten her, not ever. It would kill her… I wasn't any better, since all I did was the same thing.

When she sighed and cuddled closer, I thought that maybe despite everything I could make it better.

"Anyway…" Elena looked around, seeing if anyone was within hearing distance. "I was driving, and I hit the vampire." Bonnie nodded again. "But he got up, and he was about to get me when this… this man came and scared the vampire off."

"A man?" asked Bonnie. "Did you know him?"

"No. He was just there out of nowhere. I think he was a vampire. He got me out of the car—I was stuck, so he ripped out the bottom of my car and got my feet and legs free—and then he tried to make sure I was okay."

"You weren't, though. Is that why your ribs got so badly damaged? Because he tried to get you out of the car?" Bonnie already had her "Damon-is-trouble" look on and she didn't even officially know me.

Elena shook her head. "No, the doctors said if I hadn't 'miraculously' gotten out of the car—I didn't tell them about the man—that I would have been worse. I could have even punctured a lung."

"Did he just leave you there?" Bonnie definitely had her Damon radar on at that point, I could tell. Already she looked like she could kill me with a glance, which I knew she probably could. Without all the complications from before, Bonnie Bennett was becoming a very powerful witch.

"No, of course he didn't." Elena said. A smile played across her lips. "He stayed with me, called the paramedics, and then he just sat there and talked to me and held my hand. He was trying to keep me from passing out, I guess, but he was really sweet. He kept asking if I could still breathe."

"That's romantic." Bonnie teased.

"Stefan would have done the same, I'm sure." Elena said defensively. "Besides… I don't even know who the guy was, and he ran off when the ambulances came."

"Sketchy." Bonnie said, interrupted by her phone. "Hold on."

After some conversation with what sounded like Caroline, she sighed and hung up. "Caroline calls. Apparently the Founders day parade float requires my immediate attention, or the world might end."

Elena laughed, light and breathy. Her ribs still hurt, I could see it in her face. "Of course it will. Have fun."

As soon as Bonnie was gone I decided I might as well take the risk, and I went into the hospital, dodging into closets and random rooms when I saw anyone resembling Stefan. I finally made it to her room and slid in. She was looking out the window, watching Bonnie walk away. I cleared my throat and she jumped. "What—?"

"Hey, Elena." I said.

"Damon? Why are you here?" I couldn't help but feel pleased at her obvious happiness at my presence. "I thought you were gone, or hiding from Stefan…"

I shook my head. "No… well, yes. He just gets very defensive when I'm around. I meant to come yesterday, but he was lurking."

"He was just trying to protect me." She said, but she was grinning. "I know he can hover, but he's a sweetheart."

"I'm sure he was." I sat down next to her bed and took one of her hands. I didn't know why, but it felt right. She smiled and let her head sink back into the pillow a little.

She yawned. "I love how much he cares. No one has ever cared for me as much as he does."

Except maybe me. "Well, he was a nice guy when I knew him." I said. She was relaxing more and more as I talked. She had been hiding how much each word hurt her from her friends. I was touched that she felt like she could be honest with me, or at least relatively so. I felt like I was lying to her when I was even saying a word. "Always quite the charmer. He got Katherine, you know, and sometime I think for a while she actually loved him."

"You loved her too… right?"

"I did, for a really long time." The first time I had come here my love for her had been intact enough that seeing Elena made me want to kiss her and kill her and turn her. I had wanted to make her dark, but make her love me first. The guilt for those thoughts were what hurt now. "But she compelled me to lover her, and she only wanted me because I was more daring in the… well, the sexual department, to be honest."

She laughed. "Ew, not what I want to hear, thank you very much." Her hand tensed around mine and she gulped.

"You okay?"

"Pain medication's wearing off." She said. "Don't worry."

"You don't have to talk if you can't." I said. "I can just tell you about Katherine… if you want."

She nodded, creases in her forehead smoothing.

I started to talk without thinking, saying everything that I had ever thought about Katherine. "She was beautiful." I said, starting off with what drew me in first. "Not as beautiful as you, of course, but she was something. She was also as sweet and innocent as a five-year-old.. or so I thought. I didn't know for a long time that she was a vampire."

"When she changed in front of me the first time I was shocked, but I had been drinking. I thought it was imagination. At first she seemed afraid that I would panic, but when I kept kissing her she drank from me. After that I saw her as something else: she was free from all human constraints, she was a wild thing, she was demon and human and death She captivated me even more, the way she was in control of everything and the way she was so powerful. I'm not proud, but I let her feed off me and give me her blood without compulsion. She was like an addiction."

Elena's chest was rising and falling more slowly now. I must have put her to sleep with all my talking.

"Stefan and I tried to protect her together, but it didn't work. She was supposedly dead, and we were too. I wanted to die, but Stefan wouldn't let me." It still hurt me sometimes, thinking about that. If I had just died then, would Elena be okay right now? Would she have even met Stefan? "Then I was off on my way, trying to make something out of the shards of my life. I hated the way Stefan lived. He was always killing, ripping apart people for the fun. Eventually I did the same. I turned off the guilt, the shame, and I partied like I didn't have all eternity to experience the changing world."

Her head turned to me slightly, and she "mmm-hmmmed" so quietly only my hearing could pick it up. "Then I saw you, and Katherine didn't matter anymore. You know why? Because you actually give a damn about the people around you, and you're good and kind and you care."

I finally got up, reluctantly letting her hand slip onto the covers of the bed. "Thanks for listening… I have to go. I'll be back, though, I promise." There were so many promises I had made, and one more wouldn't matter.

As I headed to the door, I heard her stir.

"Thanks… thanks for being here."

"Always."