Elena had gone downstairs, and was making coffee while Sollievo twisted around her ankles, purring, when the car pulled up in front of her house. With most people, she would have been self-conscious about being in her shorts-and-tank top PJs, but she knew Damon wouldn't care. After all, it was 2:30 in the morning.

He knocked on the front door, and she shouted "It's open!" while stirring the milk into her coffee.

Damon opened the door and walked in, shutting it behind him. He grinned as he leaned against the doorframe of the kitchen. "You know, for someone who told me she couldn't sleep, caffeine probably isn't the best solution."

"I've given up on all hope of sleeping. I haven't really slept in nearly a month."

Damon's grin faded to a frown of concern. "Why not?"

She shrugged. "I just… can't. I don't really know why…"

He walked over to her and took to coffee from her hands.

"Hey!" she objected in irritation when he poured it down the drain. She then squealed in shock when he picked her up and started carrying her out of the kitchen and toward the stairs. "What are you doing?"

"Taking you back upstairs and to your bed before you drink any more caffeinated beverages that make it impossible to sleep at all."

"Damon, I don't want to sleep!" she complained as he opened her bedroom door with his toe and carried her inside.

"Does it look like I care if you want to or not?"

He sat her on her feet and plopped onto the bed, crossing his arms over his chest. He glanced at the spot next to him, and then back at Elena. "Well?"

She rolled her eyes but walked over and crawled back under the blankets, looking at him lying beside her. His expression was the definition of cocky. "You're impossible."

He grinned. "If you say so."

She heaved a sigh. "I already told you I can't sleep. How is making me go to bed going to make a difference?"

He grinned. "I can talk to you about the most boring topics in existence, and bore you to sleep."

She raised an eyebrow. "That is your master plan?"

"Elena, I lived through three wars and the Great Depression. I could give you the most boring history lesson in the world." He grinned. "Well, maybe not as boring as Ric…"

She grinned and rolled onto her side so she could look at him. "Well, if you have such a rich history, why bore me? Why don't you tell me something interesting?"

He raised an eyebrow, and then shrugged. "What do you want to know?"

"Anything. Anything about your past. I know so much about Stefan's, but I hardly know anything about you after you turned into a vampire in 1864."

He shrugged. "My life really hasn't been that interesting… numerous bad hairstyles that I seriously regret today, too many girls whose names I don't remember, a few failed attempts at ruining Stefan's life, and, of course, the leather pants stage back in the eighties…"

Elena raised an eyebrow. "You had bad hair? Damon Salvatore had bad hair?"

He grinned, stretching his arms behind his head as he settled into her pillows. "The seventies were pretty bad; I had this weird greased back comb over kind of thing going on… and of course, back in the 1890's, I had really long, girly hair…" he grinned at her, "Kind of like yours, actually."

Elena laughed, and then grinned at him. "Leather pants, huh?"

"Oh, God…" he moaned, squeezing his eyes shut. "Do not remind me of those. Leather should never be made into anything but jackets. Ever."

She giggled. "Were they really that bad?"

"Oh, they were horrible. I mean, I looked amazing in them, but they felt… bad."

She grinned. "Typical; you just have to be cocky, don't you?"

"What? I did look good in leather pants."

"Of course you did…"

"You don't believe me? I'll have to prove it sometime."

"Do you still have them?"

"Somewhere, I'm sure. You don't just get rid of a genuine pair of leather pants, Elena."

"Oh? What do you do with them?"

"If you're smart, you burn them and enjoy watching them melt. If you're stupid, like me, you leave them in the attic of the boarding house in Mystic Falls and try to pretend they never existed."

Elena grinned. She was most definitely finding those pants.

"So… are you going to tell me a story?"

He sighed and stretched out more comfortably, relaxing. "Pick an era, any era."

"Hm…" she considered, and then smiled softly. "What about when you were human? Before you ever met Katherine? What was human Damon Salvatore like? You said I would have liked him."

"That's because you would have. I was… a better man back then." He seemed reminiscent, and she moved closer to him, prepared to listen. "Tell me about it."

"Well, right up until I met Katherine I was in the Confederate Army during the civil war. I hated it. Ironically enough, I hated killing innocent people. But my father pressured me into doing it, claiming that I had to do at least one thing in my life that would please him. Since I refused to marry, it was off to war with me."

Elena frowned. "Why did you refuse to marry?"

"Elena, you obviously never met the young female population of 19th century Mystic Falls."

"Obviously. What was wrong with them?"

"They were just all so… typical. All dresses and no sense of adventure. When I finally married, I wanted it to be for love, not to please my father. I also wanted to see the world, but the girls I knew would have none of that. They would rather waste away their lives on a boring Virginia plantation."

"Which is why Katherine was so appealing to you."

"Well…" Damon said, completely honestly, "Yes. She was… different. Interesting and fun. Everything all the girls I knew weren't."

Sensing that mentioning the "K" word was sending their conversation in a dangerous direction, Damon fell silent and played with a lock of Elena's hair.

"Damon?" Elena suddenly asked, curiosity winning her over.

"Mm?" he asked.

"What was… your mother like?"

Damon's hand froze on Elena's head, and she knew she shouldn't have said that. Obviously neither Salvatore brother talked of the late Mrs. Salvatore for a reason; a reason she probably shouldn't have brought up without warning. But there it was, hanging out in the open, testing Damon's reaction of a topic he hadn't spoken of in decades. "My mother?" he finally asked.

"Yeah. Do you… want to talk about her? I mean, I know your father was a first rate jack ass…"

Damon laughed. "I couldn't have said it better myself."

"You did say it yourself. I asked you a few weeks ago and you said he was a first rate jack ass."

He laughed again, and then trailed off into a sigh. "You really want to know? About my mother?"

"Only if you want to talk about her."

He resumed playing with her hair, and she turned her face up to look at him.

"She was beautiful. Where Stefan always looked more like our father, I was the spitting image of my mother. She had the exact same black hair and blue eyes, not to mention the rebellious attitude and lack of regard for anything my father said. If you ask me, it's her fault I turned out so terrible." He chuckled. "She was a terrible influence. But… she died before she could have much of an impact of Stefan."

His face turned to one of clear mourning, and Elena reached up and gently stroked his cheek. "What happened to her?"

"Well, I told you she was rebellious… and she also had no fear. It was after dark one night, and she realized that she had forgotten her new silk gloves out by the flower beds. I was nine when it happened, and Stefan was only three. She had just tucked us both into bed, and then decided to rush outside and back again before anyone could catch her. I used to love it when she did things my father wouldn't like… it was always funny to know how little he really knew about my mother's attitude. So, I snuck out of bed again and crept over my window to… to watch her."

Elena could tell he was getting upset. Obviously he was drawing out a terrible memory that he preferred to keep under permanent lock and key. "Damon, you don't have to tell me…"

But he continued to talk. "She snuck through the gardens outside my window and over to the flower beds by the road. But there was… there was a man…"

Damon squeezed his eyes shut, and Elena grabbed his hand. "Damon, it's okay. You really don't have to…"

"Yes, I do, Elena. I need to tell someone…" he took a shaky deep breath and opened his eyes again. "I watched him grab her from behind, and I had been screaming at her to run, but she didn't hear me… God, Elena, he grabbed her… and he touched her… I was only nine, and I wanted to kill him. I tried to run out my bedroom door to help her, but they always kept it locked during the night, because I used to sneak around the house after everyone was asleep… I was trying to get the door open when I heard her scream. I ran back to my window and saw the man pinning her to the ground, slashing at her dress with some kind of knife… he hurt her. He…" he drew in another breath, fighting back tears. "Elena, he raped her. Then he stabbed her and left her to die. My father had been away on a stupid business trip, so I was the only one who knew anything was happening. My nanny, Elsa, finally heard my screaming for help after nearly twenty minutes and came and unlocked my door. I ran past her and down the stairs, outside to my mother, and Elsa followed me, yelling at me to get back in bed. She was horrified when she saw what had happened, and called one of the servants to go to town for help, but she knew it would be too late by the time anyone came. My mother was dying in front of my eyes… and she told me she was sorry. That she was sorry for letting me see it happen to her… and that even if we weren't together anymore, she would always love me. She… she gave me her locket, and kissed my cheek before she… died. But, believe it or not, the worst part of it all wasn't that she died. It was when my father came home and found out. He beat me within an inch of my life for letting it happen to her. He told me I was a miserable excuse for a son, and that I had failed my mother."

Elena was scandalized. "No!" she gasped. "No, he couldn't say that! There was nothing you could do!"

Damon shut his eyes again and leaned into her pillows, fiercely fighting back tears. He refused to cry. Not in front of Elena. Not over something that happened over 150 years ago!

"Can we talk about something else? Please?" he asked, and his voice was hoarse.

"Of course." She said, feeling awful for bringing up such a painful subject. "Anything."

Damon's eyes snapped open when something fell on top of his feet; Sollievo. He sighed and gave a small smile. The past was the past. There was nothing he could do about it, as much as he would love to try. So, instead, he would make the best of the future. He sat up and reached for the kitten, scratching behind his tiny ears. The kitten purred, and then suddenly latched onto Damon's hand with his tiny white teeth. Damon frowned, pulling his finger gently from its mouth. "He doesn't do that to you, does he?" Damon asked, turning to Elena.

She shook her head and picked up the kitten, which purred contently and curled up in her lap, shutting his big blue eyes. "Nope… he bites everyone else but me."

Elena giggled at the statement, and Damon frowned in confusion. "What's so funny?" he asked.

She grinned. "You promise you won't make fun of me?"

"Of course I won't make fun of you."

"Well… I like to call him Damon sometimes. You know, because, while he can be completely vicious and unpleasant to anyone else, he's always perfectly sweet to me. That and because his fur and eyes are practically your exact copy."

Damon raised an eyebrow. "You missed me so much that you started comparing me to your kitten?"

She shrugged, and suddenly felt guilty again, reminded of all the text messages he had sent her that she had failed to answer. "Damon, I'm sorry. I've been awful the past month, and I should have never ignored you like that. I guess I just feel like everyone but me has… moved on with their lives. Yet, here I am, all alone in this big empty house in the ghost town that is Mystic Falls."

"Not exactly; if it was a ghost town, we'd still be having Mason Lockwood and Anna problems."

She smacked his arm. "You know what I mean."

"Oh, of course I do." He said, pulling her into his lap and stroking her arm. "But not everyone up and left you, you know. I stuck around."

She smiled at him. "Yes, you did. Thank you for that."

He grinned and did his classic Damon Salvatore "eye thing." "You're welcome."

Elena sighed contently, laying her head on his chest and closing her eyes as he trailed his fingers up and down her spine, causing her to shiver. "Damon?" she asked quietly, opening her eyes and staring at her wall in the darkness.

"What is it?" he asked her, and she turned her eyes up to look at him.

"Why do you think Stefan left me for Rebekah?"

Damon frowned; he hated his brother for breaking Elena's heart. If the bastard hadn't skipped town, he would have killed him. "Because he's an asshole, and obviously blind if he couldn't tell what the better choice was."

Elena sniffled. "But… what if she… she was the better choice…?"

Damon frowned at her. "Why would you even think that?"

"Well, she supports who he wants to be, and she's… she's gorgeous…"

"And she's a bitch, Elena! If that's the kind of person Stefan wants to be with, so be it. He obviously never deserved you in the first place."

A tear trailed down her cheek. "But why? What does she have that I don't…?"

Damon stroked her cheek, wiping away her tears and shaking his head. "Nothing. Rebekah has absolutely nothing on you. Understand? Nothing."

She drew in a shaky breath and shut her eyes again. "I just wish… I wish he had at least had the decency to tell me instead of just leaving with her…"

Damon glared at the wall as he held her tightly. "There is nothing decent left in Stefan."

Elena sniffled again, pressing her cheek against his chest. "Damon… why did you stay? Everyone else left… and the town doesn't need to be protected anymore… even Alaric left."

Damon sighed. "You already know the answer, to that question, Elena."

"Do I?" she whispered, suddenly needing to hear him say it more than ever before.

He frowned in confusion, tilting her chin up to look at him. "Where is this coming from?"

Her lip trembled. "I… I don't know… oh, I'm sorry…"

"Don't apologize…" he said, holding her close. "You know I stayed because I care about you. But, just because everyone left doesn't mean they don't care about you, too. You're friends love you, but they had important opportunities in other places that they couldn't just pass up. They were never going to get any of those chances in Mystic Falls."

"But what about you? Don't you have something important, too?" she asked.

Damon grinned and tucked her hair behind her ear. "Yes, I do. You."

A small smile pulled at Elena's lips. "Thank you."

"Any time, princess."

Elena sighed and leaned into him, shutting her eyes again. "I'm glad you came…" she whispered, and he grinned, kissing her forehead.

"Do you honestly think I would pass up a chance to snuggle with you?"

She giggled, and burst into a louder fit of giggles when he tickled her under her arms. "Oh, stop…! Stop…Damon…!" she squealed, falling onto the bed and attempting to get away from his fingers. Obviously, it was a wasted effort.

Damon grinned at her beneath him and stopped tickling her. She breathed out a sigh of relief. "Thank you." She said, and giggled again.

Damon grinned and caressed her cheek, gently running his fingers over her lips. Her eyes fluttered as she gazed up at him.

"You have no idea how much I want to kiss you…" he said quietly, almost mournfully, knowing that she didn't want to be pushed into anything.

But Elena was finished putting things off; finished hiding her feelings. "Then kiss me." She whispered, and Damon smiled.

"Really?"

She nodded, and Damon bit his lip. "Elena, you don't have to…"

"Oh, for the love of…" Elena muttered, reaching up and pulling his face down to hers, taking his lips in her own.

Damon kissed her back the second their lips touched, and Elena ran her fingers through his silky black hair. She shivered when his hands trailed down her arms and his fingers locked through her own. He pulled away to let her breathe after a few moments, choosing to instead place tiny kisses down her neck and along her collar bone. Elena sighed, breathing rapidly. "Damon…" she whispered.

"Mm…?" he asked as he continued to kiss her.

"I love you."

He froze and slowly looked up at her. "…you…?"

She smiled and looked into his bright blue eyes. "I love you, Damon." She repeated, and he beamed. "I love you more." He assured her, before taking her lips in his own once again.