AUTHOR'S NOTE: This story is rated M for a reason :)

the intensity of sheer, overwhelming sensation sent shock waves through Elena's body as Damon's mouth closed over hers with a dazzling ferocity. his hands cupped her slim hips, then slid up her torso, thumbs brushing her breasts.

"it's too late now," he growled, capturing those lush spheres and twisting her nipples between his fingers. pain and pleasure. she'd known he'd bring her both - more, she knew her body would welcome, would crave, both.

his teeth nipped her earlobe, his harsh breath brushed her ear. his mouth moved to her neck, his tongue pressed against the pulse point hammering in the hollow of her throat. his hands still toyed mercilessly with her breasts as his head raised, drawing back just enough to look her straight in the eye.

"has anyone ever done this to you, Elena?"

"has anyone else ever made your skin so slick, so hungry, so electric? made your heart pound so hard it bruises your ribs?"

she shuddered, arched her back to give him full access to her breasts, but she couldn't manage a reply.

Damon's voice was hard - some dim part of her registered what sounded like anger - when he spoke again.

"I'm gonna fuck you so hard you'll scream my name. and when I'm done, I'm gonna fuck you all over again."

the moment the words left his lips Damon felt something shift between them, saw something flicker across her face. and he recognized it instantly - after all, he'd inspired the feeling in countless victims over the years.

she was shaking. in a heartbeat she'd gone from hot and ready to chilled and scared.

"shit," Damon murmured, letting his hands drop and catching her fingers in a loose grip. "I'm sorry. i didn't mean to be so - damn it Elena, you make me crazy."

there was a tremor in her voice when she answered, and guilt twisted inside him. "no - no, it's okay. i told you... it's okay."

"it's not. i won't lie," he continued, leaning forward to brush his lips over hers. "everything i said - jesus, i want it more than i've ever wanted anything. i want to fuck you brainless. i want to make you feel so good it hurts.

"but i didn't mean it the way it came out. i'd never use you, Elena. you're not some girl to get off on. you're so much more than that." and, he thought privately, hopefully - just maybe - there would be other chances. other nights when their bodies intertwined, hot and slick and writhing.

but if this was the only time, if this was his only chance to show her everything he felt toward her, to share the depth of his emotion, to give her all the things he so badly wanted to give, he wasn't going to do it this way.

his own pulse was calming, the vicious lust retreating so that he could see her through clear eyes. hers were wide. her bottom lip quivered. needing the distance, needing to see every inch of her, Damon took a step back. his eyes drifted up and down her perfect body, lingered on her flushed face.

for a moment, he was robbed of speech. when he found his voice his words were choked. "do you have any idea how beautiful you are, Elena?"

she couldn't seem to drag her eyes from his face, but her hand slid to the back of her head as she tugged the elastic from her hair. released from its ponytail her hair fell in tousled waves down her back. still staring straight at him, she gave a little toss of her head in a sexual move as old as time.

"maybe you do," he said, more to himself than her. his fingers burned; he wanted so badly to touch her, to claim her.

"sometimes i do... when you look at me the way you are now."

she started to step toward him but Damon raised a hand to ward her off. "don't move," he instructed in a level tone. "just let me look at you."

she could feel his gaze as it roved her body, lingering on her mouth, her breasts, the slight flare of her hips, the little triangle of pink concealing her center.

slowly, deliberately, Damon reached for her. instead of honing in on her most sensitive areas his hand cupped her cheek.

"lie down, Elena."

she was powerless to do anything else. the idea of denying him never crossed her mind. the fact that she was surrendering every part of herself, body, mind - heart - none of those things registered for her.

but he saw it, saw the way she yielded to him, so trusting, and he knew she would give him anything, everything.

she lay back on the bed and Damon straddled her; she could feel him pressing against her aching center through the thin mesh of his gym pants. the arch of her hips was involuntary, the sound that escaped her lips impossible to stifle.

his hands settled firmly on her shoulders when she tried to rise, and he used the hard muscles of his thighs to force her into stillness.

"don't move. not an inch. i just want you to be. just trust me."

she nodded mutely with every intention of doing as he said, but with his legs pressing her down so firmly she was even more aware of the hard length of him.

"i need to - " her voice was choked. "Damon, i have to feel you."

"you will," he murmured. "but not yet. not yet."

his hands were feather light over her skin, moving down her arms, trailing inward toward her navel, skimming up to her breasts. again her back arched - and his hands returned to her shoulders, pressed her down again.

"Damon - " his name came out as a plea.

"shh," he whispered. "there's no hurry. we have all the time in the world."

now his fingers moved to her nipples, but instead of claiming them as they had before he only brushed the aching peaks with the pads of his thumbs, listening intently to her ragged breathing.

"does that feel good, Elena?"

"yes. please - don't stop. i need you to - "

again his fingers skimmed her nipples, making her jerk. she'd never known how sensitive she was to the slightest touch - perhaps because she wasn't particularly sensitive, unless that touch was Damon's.

"you need me to what?" he asked, removing his hands and sliding his thumb over her bottom lip. her mouth opened as she drew his thumb into her mouth, sucked it even as she stared at him. she needed a taste, any taste at all.

she scraped her teeth along his thumb before speaking. "i need you to touch me. please, can't you just touch me?"

"i am," he answered, smiling. after all, his hands were tangled in her hair.

"no - touch me, Damon."

"tell me. tell me where you want my hands."

she caught his wrists and dragged those hands to her breasts, interlaced her fingers with his and molded the hot, soft skin along with him. seeing her hands playing with herself, seeing them move with his own, was unbearably erotic.

"tell me," he demanded.

"on my nipples. please - do what you did before. it felt so good i couldn't breathe."

"what did i do before?" he asked idly, toying with her nipples ever so lightly.

"squeeze them. tease them. i want you to - oh, god," she said, breath catching when his thumbs and forefingers tightened on the sensitive swell of nerve endings, tugged, twisted. "yes - Damon, oh god it hurts!"

instantly he withdrew, worry flashing across his face. instantly she dragged his hands back.

"no, no, no - it hurts so good... i didn't know... i didn't know how close they are... pain and pleasure..." she gasped when he gave a sharp pull on her nipples, and before she could regain her breath his mouth replaced his hands. now it was his teeth that tortured, his tongue that swirled in hot, wet circles. her heart raced so loudly even Elena would've been able to hear it, except every sense but taste and touch had fallen away.

mindlessly she reached for his hand again, brought it to the quivering skin of her abdomen. "touch me," she begged. "i need it - i need you inside me."

slowly, Damon sat up, then slid off the bed. stood at the foot of it, drank in the delicious sight of Elena's fully aroused body. her lips were swollen with kisses, her breasts full and heaving. he had to see the rest.

he leaned over her, his hands on her slim hips. his thumbs hooked under the bikini strings of her panties, and he slid them along her legs, let them fall to the floor.

"you're so damned sexy," he murmured. his body throbbed for hers.

"you - your turn," she managed. instead of feeling vulnerable or nervous she felt beautiful. it was impossible to feel anything else under that tender, hungry gaze.

with torturous slowness Damon drew down and stepped out of his own pants. Elena's eyes grew so large that he managed a strangled laugh. she'd already known he had a magnificent body. that his cock should live up to those exact standards shouldn't be a surprise, but it was anyway.

"we'll take it slow," he whispered. "i want to feel you tight around me, Elena. i want to slide into you, let you feel me inch by inch."

"there are - " she echoed his choked laugh - "there seem to be a lot of inches."

"you'll be ready for me," he said, tracing his fingers along her ankles, then cupping the backs of her knees. gently he spread her legs wider. "open up for me, Elena. i want to see you."

she did as he asked, and his eyes honed in on that throbbing center. his gaze electrified her; her hips trembled.

"would - could you - "

"what is it, baby?" he knew what she wanted, but he knew what he wanted as well. to hear her ask, beg, plead.

"touch me. your hands - your fingers... touch me, Damon."

he abandoned her knees, skimmed those fingers up, closer, closer. his thumb whispered over her and she cried out.

"please - don't tease me, Damon. please, just touch me, please."

"not yet," he said again, and leaned over her so that his mouth hovered over her, not close enough to touch - but she felt his breath on her, and it made her quiver. slowly he used his thumbs to open her.

"oh, baby, you're so wet." his words trembled over that desperately sensitive spot and her hips jerked upwards.

"Damon, Damon, oh god, Damon." she repeated his name mindlessly, lost in sensation.

he blew a little exhalation on that magic female button. her hips arched wildly. his tongue darted out, swept over her in one long, hot motion, and at the same instant he slid two deft, magic fingers inside her... curled and pulsed those fingers in time with the curl and pulse of his tongue against her.

when he used the slightest nip of teeth on that delicious bundle of nerves, she shattered with a broken moan.

limp and blind beneath him, Elena could only say his name again and again. the aftershocks of the orgasm left her trembling. she wasn't sure she'd ever recover.

he didn't give her a chance. her eyes were still unseeing when she felt one quick, beautiful thrust as he buried himself inside her. her legs wrapped around his waist of their own accord - she wasn't capable of thought, wasn't capable of anything but movement and feeling. her thighs held him tightly in place as she arched, shifting angles ever so slightly so that every inch of him was deep inside her.

that was all it took - a frozen moment when everything he was joined with everything she was. that was all it took to send her hurtling over the edge again.

in the end, he did exactly what he'd said he'd do - except she reciprocated. their bodies, wild and desperate and hot and insatiable, moved together in a timeless dance.

and Elena discovered that somehow, with Damon, it was possible to make love and fuck each other's brains out all at once.