A/N: To those of you who've asked about Katherine, please re-read the first chapter. The reasons for him noticing Elena as not being Katherine are stated there.

I'm on holiday at the moment, so I'll reply to your reviews as soon as I get home. I'm just feeling inspired to write right now. And I wanted to get another chapter out there to say THANK YOU for being so adorable to me when I'm trying something new. This is also a thank you, to all of you who are following my stories, though they might be far apart (on that note I'll also have you know that B&B will be updated quite soon.)

Warning: this chapter is rated M. Not to give too much away but slight play on the thought of sodomy. No actual penetration. If its not your cuppa, please don't read this chapter. This is dark!Damon, if you like him as a cuddly Stefan, this is not for you!

Without further ado, here is chapter 3:

Elena hadn't heard from Damon since he'd dropped her off a week ago. She'd given him her phone number and she had expected him to call. But now, her confidence was wavering. Maybe he thought she was too young and too inexperienced. Maybe he thought that she was crap in bed. She'd been willing to give herself up for him, maybe he didn't like virgins. Maybe he'd wanted someone with more experience who knew what they were doing. It was driving her crazy not knowing.

Bonnie and Caroline had both been badgering her about the stranger from the dance floor. Bonnie cause she'd seen him and thought he was hot. And Caroline cause she'd missed out and wanted to know what he was like.

It was five weeks shy of graduation and most of her exams were over and done with. Not that she would've been able to concentrate on anything anyway. Her parents kept nagging her to look for a summer job, and she'd applied to one of the local clothes shops and as a waitress as The Mystic Grill. She needed the extra money, if she wanted to go to that festival in Georgia in the beginning of August, that Caroline wouldn't stop shutting up about. A few famous bands and a few unknowns, but most important, a weekend away from home. Miranda, her Mom, had been on her case to decide on colleges she should go to. And her Dad, Grayson, kept pushing her into medicine like himself.

Elena wanted to be a writer. Maybe a journalist. She could see herself writing for The Times in New York one day. She wasn't going to stay in Mystic Falls forever. She kept writing short stories and she'd kept a diary since she was young. She'd been writing a monthly article on sporting events for the school paper, since being part of the cheering squad kept her a jour on all the events.

She sighed as she looked down at the different brochures over all the colleges that interested her. She was sitting outside the gym waiting for cheer practice to start. Everyone was late as usual but she could see Caroline's blonde tresses bouncing across the yard, just past the rhododendrons lining the walkway.

'Hey Lena', Caroline shouted as she saw her friend. 'What you doing?'

Elena smiled up at her and started gathering up the scattered papers and put them in her bag. She adjusted her ponytail and shook her head.

'Mom and Dad are driving me crazy with all the talk about colleges. Is your Mom giving you crap as well?'

Caroline shrugged her shoulders and set the boom box down on the ground and took her sweater off, showing a toned midriff and a pair of long lanky legs under her short cheering skirt.

'I don't think my Mom even know I exist, to be honest. All I know is that I wanna be on the news, you know, as a news anchor. I think I'd be really great at it.' Caroline's curls bobbed gently as she talked and Elena felt a warm tenderness against her ditsy friend. Caroline could be so annoying at times, but she wouldn't hurt a fly. And she'd do anything for her friends.

The rest of the girls started showing and they all lined up in formation, warming up before practice started. Caroline was making sure they all knew the routine for the next cheer competition that would be held in a week's time in Wilmington, but most of the time went to talking about the past weekend where some teenagers had suddenly disappeared from a camping trip and news about two bodies showing up a few miles south, obviously half eaten by animals. Tragic accident, they called it. One of the dead teens was a cousin to one of the girls on the team, so Caroline decided to cut the session short for once, threatening to whip them all next practice if they didn't know the routines by heart by then.

Elena laughed at Caroline's grumpy face as she picked up her sweater and water bottle. She chucked them both in her bag and was just about to turn to Caroline to ask if she wanted to go for a coffee after they'd showered, when she saw something dark in the corner of her eye. She glanced over and her heart skipped a beat.

'I didn't know you were a cheer leader', Damon drawled as he lazily started walking over to her. The girls still on the field went quiet as they all eyed the tall and dark stranger with his piercing blue eyes firmly watching Elena as he closed in on her. She blushed, remembering where his mouth had been and what she'd done to herself in front of him. He smiled wickedly and she composed herself. He hadn't called her all week and now he just showed up from out of nowhere as if nothing had happened.

'There's a lot you don't know about me.' Her jaw set and she squared her shoulders. There was no way she was going to give in to him if he'd ask her out. No way in hell, she'd make him suffer for letting her wait on him.

'I guess so', he replied with a smirk. He was standing right in front of her and reached out his hand to touch the material of her top that ended just under her ribs. She shivered as his fingers grazed her bare skin. She took a step back and put her bag in front of her so he couldn't touch her any more. There was a second where his eyes turned cold, but it disappeared so quickly she thought it'd been a mistake as his smile grew wider. He put his hands in the pockets of his jeans, and looked around before settling on her face again.

'I've offended you.'

Elena didn't say anything. Mostly because he had, and she didn't want him to know how much it had hurt her, but also because she wanted to let him suffer a little for being a jerk.

His eyes met hers.

'Ok, then.' He turned and sauntered off, flashing the other girls a brilliant smile, that had a swooning effect on them all. He didn't give Elena a second glance, he just got into his car and drove off.

She huffed in surprise and anger and threw her bag back on the ground. Caroline was beside her within seconds of him disappearing around the building in a cloud of dust.

'Was that who I think it was?' she gasped slightly. 'Mygod, Lena, he's so sexy.' Two of the girls behind Caroline nodded eagerly.

'You need to tell me all about him. Grab your bag, let's have a quick shower and go to The Grill. I want all the dirty details on that sexy beast.' Caroline dragged Elena with her towards the changing rooms. 'Jeez, girl. talk about secretive. He's definitely not just a guy who'd walk you to your door and give you a peck on the cheek.' She looked over at Elena who's brain hadn't started working properly yet.

'You've been holding out on us, and I don't like it one bit.'

This is fucking fucked up. This girl is fucking with your head.

Seriously fucked. Up.

Damon slammed the door to the boarding house shut and stalked over to the wet bar in the library. He'd given up on the B&B after the night with Elena. Stefan had of course noticed the human scent lingering around the house, scalding him for bringing a human over to their house. Damon had told Stefan that he should be glad he wasn't forced to wash blood off the carpets, so could he just please shut the hell up with his preaching, just this once. Stefan had given him one of his moody brows and head shakes before leaving Damon alone with his head filled with Elena and her soft thighs and doe eyes, before he'd drunk himself into oblivion and gone off on a hunting excursion.

He'd ended up bumping into a hot little thing and her boyfriend shacking up in the woods. He'd fucked the girl while forcing her boyfriend to watch, then killed the guy as the girl was screaming her pretty little head off. He'd ended up snapping her neck out of boredom, while thinking of Elena's breasts bouncing, and her warm blood mixed with her cum and how good she'd tasted and how much he'd wanted to fuck her. And how he didn't get how she was still alive and a virgin. And how fucked up that really was.

He'd stayed away from her, watching her again from the shadows. Smelling her scent as she walked past him at night after splitting up from seeing her friends at The Grill. He hated the way she made him feel and he conjured all his feelings up into one word; Katherine.

It was driving him crazy that he was so close to her but that he still couldn't hold her and kiss her. He'd waited so long for this moment. And then Elena showed up. All innocence and white cotton underwear and it messed with his head.

And now here he was, scolding himself for not even lasting a full week without talking to her. The taste of her blood had him wanting more. She'd tasted divine. And it wasn't as if he hadn't had a virgin before, that wasn't it. It was the way she acted, her personality. Her eyes. Her mouth. She was Katherine, but still the complete opposite and he couldn't get enough.

She'd been pissed off with him. The anger radiating from her turned him on, and he wanted her panting for him, so he left. Girls like her couldn't take being stood up. He'd have her where he wanted her in the end, it was all about patience, and Damon knew all about patience. It was part of the hunt. The chase was always more exciting than the actual kill ever was. He just had to calm himself the fuck down.

And the fact that baby bro was enrolling in school with her was more fantastic than Damon could've ever imagined. He just wished he could be there to see Stefan's face as he saw Elena for the first time.

Priceless.

Elena was still reeling from the humiliation of Damon just leaving her like that, in front of her friends. She could still feel her cheeks burning while Caroline ordered them both almond lattes with extra foam.

'So, Damon', Caroline started. 'Not only is he older than us, but he's sex on legs and he's got one of the hottest asses I've ever seen. And his car? Mygod, Elena.'

Caroline's phone interrupted her and she rummaged around in her bag before she could find it. Elena zoned out of the conversation Caroline was obviously having with her Mom. She just wanted to go home and pull the covers over her head and cry. Damon was cruel, and she hated him.

She was happy she hadn't given her virginity to him now, and she was mortified that she'd let him go down on her. She knew that Caroline was fishing for details, but she refused to give in. Caroline, bless her, couldn't keep a secret for more than an hour tops, and there was no chance Elena was up to having her (non existing) sex life spread all over school right now.

'Right, Mom wants to know if you wanna have dinner with us tonight. She's buying pizza.' Caroline rolled her eyes. 'Sometimes I wish my Mom was a bit more like yours. I'd like a home cooked meal every once in a while.'

Elena smiled. She knew that it must be hard having the sheriff as a Mom. Not only that. Caroline's Dad had come out as gay and gone to live with his boyfriend. But Caroline had been friends with Elena since kindergarten, and even if Caroline sometimes annoyed Elena to no end, their friendship was a strong one. Bonnie and Caroline didn't always see eye to eye, and Elena was the glue that held them all together. They called themselves the three musketeers, and Elena couldn't see herself without any of them. They were a package deal. Even guys wanting to date them knew that.

Elena couldn't' help the sigh that passed her lips.

Caroline narrowed her eyes as she scanned her friend's face.

'If you don't wanna, it's ok. I'll just tell Mom that maybe next time, if she's smart, she might think about what she's actually offering our guests.'

Elena shook her head vehemently.

'No, that's not it, Care. I've just got a lot on my mind, is all.'

'Yea, you do', smiled Caroline. 'A lot of Damon.' She giggled, and finished her latte.

'Look, I'm gonna have to head on home, if you wanna come you're more than welcome, but like I said, it's ok if you don't.'

'Of course I'll come with,' Elena replied and grabbed her bag. 'It might actually do me some good, having something else to think about.'

They paid for their drinks and headed off to Elena's car.

Elena liked spending time at Caroline's. Sheriff Forbes was always trying her hardest to make everyone feel at home, and Elena relaxed back into the recliner in their living room after dinner. She could hear Caroline and her Mom arguing about course work and summer jobs, which was just about the same arguments that was going on in her own home.

Caroline came in and threw herself next to Elena and stretched her legs out in front of her. They sat quiet for a long time watching the screen in mutual silence. This is why she enjoyed Caroline's company sometimes. That no matter how ditsy she was and nosy and wacky, she always seemed to know when Elena just wanted a friend around, being there, supporting her.

As it started coming up to ten pm, Elena's phone buzzed. She sat up, loosening her stiff muscles, before grabbing her phone.

'That's my Mom. I have to go home. Remember it's that auction thing tomorrow over at the Lockwood's and we've promised to help out?'

Caroline laughed at her.

'Remember? I'm the one making sure we are helping out. I'm telling you, without me there would be no one younger than thirty-five at those gatherings.'

Elena giggled as she walked out towards her car.

'Goodnight, Mrs. F', she called before she shut the door.

'Goodnight, Elena. Be careful out there tonight, we've had some really nasty things happening lately', she heard the sheriff reply as the door closed.

Elena was still smiling as she drove off down the road. The sheriff had always worried about her daughter and her friends going outside at night. They'd had a problem with wolves in the woods lately, and with the two teens killed only a few nights ago, she understood the concern. But she was safe in her car, and she wouldn't have to walk far up her drive way when she got home.

The lights were on outside as she parked her car. She heard a noise further down the road as she was locking her car that startled her, and she shook her head for being so easily frightened. She turned around, and there he was, staring at her under black thick lashes.

She swallowed hard, and quickly scanned the area.

'How did you get here? How did you know where I live?'

Damon smiled at her and tilted his head to one side.

'I asked around, it's a small town.'

Elena didn't like the small part of her that was flattered that he'd asked about her to find out where she lived. She narrowed her eyes and stuck her chin out.

'You could've just called me, you know,' she said and gave him an icy stare.

He nodded once.

'You're still angry I take it. So, what I wanna know is, how long that's gonna last.' He flashed a smile at her. 'Cause I wanted to ask you out.'

Elena couldn't believe the audacity.

'Look, I need to get inside. My Mom is waiting for me.' She tried to walk past him but he moved in front of her, blocking her way. She looked up at him, anger fading into something else. 'Damon. Why would I want to go out with you now? I gave you my phone number and you never called me back.'

He moved closer to her, pressing her between the car door and his body. His hand gently touched her face, his thumb stroked her lips which parted automatically. She could feel his muscles against her body, playing under his skin. And fear bubbled up her spine and she tried to push him away from her. But she wasn't fearing that he'd hurt her, it was her own body's response to him that scared her. Her hips that rubbed against his hardness and her lips longing for him to kiss her. Her head inadvertently tilting back just a fraction as his face closed in on hers.

He grabbed her hands and forced them behind her back, smirking down at her, and she hated him at that moment. She hated the fact that her body was enjoying his advances, and she hated herself even more in knowing that she'd give in to him.

Elena felt one of his hands let go of her wrist to slowly caress her lower back, fondling her behind, grabbing hold of her thigh and pulling her against him. She wrapped her leg around his waist and he lifted her up so she was rubbing against him. The heat from her core sent pulsating waves through her body. He kissed her as his free hand found her already puckered nipple and he squeezed and rubbed it through the thin material of her silk camisole.

'I'm here now', Damon whispered as his tongue traced her upper lip. She whimpered as he pinched her nipple harder. He bit her lower lip and pressed himself hard against her. 'Isn't that what's important, Elena?'

The way he whispered her name sent hot flushes down her spine and she grabbed his neck to keep from falling. She lifted her other leg around his waist and he groaned out loud. Her short skirt covered next to nothing in this position and Damon slunk his hands under her firm behind and pulled her tiny panties to one side. He kissed her coarsely and let one digit slide between her nether folds. She gasped against his mouth and he pushed the finger inside of her, relishing in the tight fit. Elena let out a sigh of relief.

'Let me inside your house, Elena,' he mumbled against her lips. 'Let me in so I can taste you.'

He kissed her again, sucking on her lip, rubbing against her, his hands everywhere and she could feel her orgasm closing in. His finger grazed her clit and colors exploded behind her eyes, her breathing shallow and rapid as she clenched her thighs around him.

'Damon, no!' She exclaimed and tried to push away from him but he held her tight and kept rubbing his fingers against her.

'Oh yea, Elena,' he whispered hotly in her ear. 'You know you want to.'

Elena kept pushing against his shoulders, trying to break free from him. She'd realized that they were outside her home, her parents or neighbors could see them at any minute even if it was dark outside.

'Not out here, not like this. Please Damon.'

Something in her pleading made him stop. He let her go at took a step back while watching her straighten out her underwear and mini skirt. He licked his lips and tried his last ounce of constraint.

'Then invite me in.'

Elena looked up at him, with flushed cheeks and tangled up hair.

'I can't. My parents…'

'Your parents won't ever know.' He smirked down at her, pushing a strand of hair behind her ear. 'I promise.'

The thought of Damon sneaking into her room, feeling her up in her room with her parents downstairs turned her on to no end. Damon could obviously see it in her eyes, because he smirked and nodded and dragged her towards the door.

They stopped by the entrance and Damon pulled her closer to him.

'You invite me in, and I go to your room. You make nice with your parents for a while.' He glanced towards the door. 'Where is your room by the way?'

Elena giggled excitedly.

'It's upstairs, second door on your right. My brother's room's there as well.'

Damon nodded for her to open the door and Elena stepped inside. Damon stood still on the other side of the opening with his hands perched on either side of the door frame. His eyes were glowing in the half-darkness from the lights in the hallway.

Elena turned around and faced him, a look of confusion on her face.

'What are you waiting for?' she hissed. 'They might see you.'

'Then invite me in, poutie.' Damon whispered back and rolled his eyes.

Elena made a grab for his hand.

'What are you, a vampire needing an invitation?' she said, exasperated.

'Wouldn't you like that?' Damon replied with a smirk.

Elena rolled her eyes at him.

'Come on in then. Hurry up.'

Damon stepped over the threshold and made for the stairs. Elena couldn't even hear the creaky board in the middle of the stairs that she always had to step over to sneak out, and as she looked around to check if Damon was still standing behind her, to her surprise he was gone. She stood there for a few seconds, not really knowing if he'd really gone upstairs or left through the front door.

'Elena, is that you?', her mother called from the kitchen. Elena sighed and tried her best to straighten out her hair and clothes. Her face still felt flushed and she tried to breathe calmly through her nose as she walked into the kitchen.

Walking up the stairs around ten minutes later, she couldn't even remember the conversation she'd had with her mother. Her face felt numb and she could barely hear anything over the beating in her ears from her racing pulse. She put her hand against the door and swallowed hard. As she pushed the door open she let out a deep sigh. This was it.

Elena couldn't see him anywhere and the disappointment came rushing like a tornado through her body. But before she'd had a chance to curse his name, a hand blinded her from behind.

'I bet you thought I'd gone, didn't you?' Damon whispered coarsely in her ear. He kept his hand covering her eyes while letting his other hand follow the curve of her neck, down her shoulder and arm, to her waist.

'You're such a sexy little thing, I can barely get my head around it.' She heard him inhale deeply. 'And you smell so good.' He nibbled her neck with his blunt teeth. She shivered slightly. Then she heard the door lock.

He turned her around and started undressing her. He handled her so delicately, she felt like a cherished flower under his touch. He kissed the palms of her hands and her cheeks as he slowly took off the last piece of clothing from her body, and she was standing in front of him, naked but feeling as the most beautiful creature in the world.

Damon pulled her with him to the bed, and he chuckled as he pushed her teddies away from the bed, before he laid her down on it.

He crawled on top of her with catlike grace. Elena gingerly touched him and she felt his muscles tense under her fingers. Damon bent down and kissed her, slipping his tongue between her lips, forcing entry as he lowered his body over hers and she tangled her fingers in his hair and pulled him closer.

Damon rolled them over so she was on top of him and he lifted her as if she'd been light as a feather, so she was straddling his face. Elena didn't really have time to reflect on how this made her feel because she felt Damon's slick tongue snake itself along her slit. She held on to the wall in front of her when he prodded her deeper and deeper.

He hadn't been joking when he'd said he wanted to taste her.

She tried to stay still but found herself rocking against his mouth, crushing his nose and his lips, covering his face in her juices. Elena was moaning out loud as Damon sucked hard on her clit and he slipped a finger inside of her, pressing against a spot she'd never known existed until now, that shot wave after wave of pleasure through her body.

Elena couldn't stop herself. She grinded her pussy against his face while pinching her nipples. It felt so good she could barely breathe. She felt Damon add another finger and Elena kept pushing down on him, not caring if she might hurt him in the process. She was close to an orgasm and it was an amazing feeling.

In a daze she noticed him shifting position of his arms and a slight pressure against her second opening. He moved his thumb in a circular motion and Elena's muscles relaxed since it felt quite good. Damon was still sucking her, moaning quietly and she kept a steady pace, moving up and down over his face. Suddenly she felt the pressure he'd put on her behind break and his thumb slid just inside of her tight opening. She gasped and he grabbed her hips with his other hand, keeping her steady.

After a short initial pain Elena couldn't help but moving faster and Damon helped along with his hand, pushing her down on him. Her legs started shaking from the approaching orgasm, heightened by the brand new sensation that Damon had forced upon her. Her breathing came in shallow bursts and she cried Damon's name as she came all over his face.

He slowly withdrew from her and lifted her down so she was positioned against his chest. This was the first she'd realized he'd been fully dressed this whole time.

Damon wiped his mouth with his hand and smiled.

'You taste fucking amazing.'

Elena blushed and felt vulnerable all of a sudden without clothes, naked next to him. Damon sat up and bent over to kiss her, before he stood up and straightened out his clothes. He leaned over her again and kissed her forehead.

'Let me know when you're ready for that date', he said before he unlocked the door and closed it silently behind him.

Elena sat frozen for a minute or two, before she found her bearings and covered up with a quilt that had fallen on the floor earlier. Her hand went up to her mouth as a sob broke the silence of her room.

What had just happened?

Remember; reviews equals love.