a/n: So Kill or be Killed was surprisingly hard to write or I would have had it up sooner. Hopefully this makes up for the fact that there wasn't a new episode this week :)

SIX

She had known the day was going to be bad when Caroline had forced her out of bed this morning. While getting dressed, she couldn't shake that eerie sensation. Elena's biggest fear at the time had been how she would react to seeing Stefan for the first time and how he would react to seeing her. As she worked on getting the park prepped for the actual grand opening, she could feel eyes on her back. Every time she turned around she found one of the Salvatore's looking away; sometimes both. Thanks to Caroline, neither of them had come near her and with the blonde's hatred of silence, Elena was able to focus on something other than Stefan and Damon.

Right now, they were all she could think about.

The sight before her had her heart racing and fury pumping through her veins. Damon and Stefan were lying in the middle of the old Lockwood slave quarters; their bodies riddled with bullet holes. Since Sheriff Forbes was down here, she knew they had vervain coursing through their system. If she wanted to keep them alive, she was going to have to do something herself. She looked around and began to feel defeated. There was no way she could go up against three armed police officers. But since Caroline didn't want to expose herself, she had no other choice.

"I can't let you kill them," Elena heard herself say, looking directly at the Sheriff.

"Elena, these are cold blooded killers." There was still surprise in the Sheriff's demeanor that Elena had interrupted her from shooting the Salvatore's.

"No, they're not," Elena insisted although her argument was weak when it came to Damon. She swallowed hard as she tried not to think about them. Tears began to slide down her cheeks as she forced herself to keep her eyes focused on anything but the two of them.

"I'm sorry, Elena," Sheriff Forbes said before turning her gun towards the brothers.

"No!" Elena shouted.

Before she could do anything drastic, the sound of metal hitting metal echoed throughout the room. "What was that?" one of the deputies asked, looking around frantically.

Elena felt a wave of relief hit her as the familiar sensation of vampiric speed tousled her hair. Caroline had entered the room. She fed from one deputy and sped away as the other unloaded his clip and killed the man. She scurried around the room and sank her fangs into the second man's throat. As he fell to the ground in a lifeless heap, Caroline retreated to the shadows and stared at her mother. She didn't want to expose herself, but Elena was more important to her than the relationship she had with her mother. "Hi Mom," she said quietly, slowly stepping forward to reveal herself.

The Sheriff's hands trembled and the gun fell to the floor with a thud. Elena wasted no time in moving towards the Salvatore's. She sat between them and let her eyes jump between the two. For a second, she couldn't decide on which one she wanted to help first. Damon decided for her. "Get the bullets out of him," he demanded in a wheezing voice.

"What about you?" she asked.

"I'll be fine," he assured her and began crawling to the nearest fallen deputy with what little strength he had left.

Elena heard the sigh of satisfaction as Damon's fangs found flesh. With that, she turned her attention to Stefan. It scared her, how still he was. For a moment, she truly thought the Sheriff had killed him. That changed as she reached for the first bullet hole. He hissed in pain and his eyes sprang open. "Sorry," she mumbled and concentrated on digging the bullets from his skin.

By the time she was done, Elena was trembling from head to toe. "Thanks," Stefan returned as he forced himself into a sitting position.

Elena placed a hand on his back and began to move it up and down out of habit. Damon crawled over to them and sat on his knees. "You need deputy blood," he said.

"I'm fine."

"He's right," Caroline said. "Now would be a good time to break your-"

"I'll be fine in a minute," he snapped, making Elena flinch. He had his gaze fixed to the ground and the muscles in his back were bunched beneath Elena's hand.

Damon looked to Elena and their gazes locked. She had come to rescue them without having thought of the consequences for herself. He didn't want to think about what he would do if she had died on his behalf. Elena could only stare back at him, trying not to think about how she would feel if she hadn't gotten here on time.

Their thoughts were interrupted by Caroline's voice as she spoke to her mother. "You won't tell anyone, right?" Elena looked past Damon to see the Sheriff's reaction.

Damon let his gaze linger on Elena for a moment or two before his gaze flickered to Caroline. When it was clear that Liz wasn't going to answer, Damon got to his feet and pinned her to the wall in the time it took Elena to blink. "She can't tell anyone if she's dead."

"You can't kill her!" Caroline shrieked.

"Damon!" Stefan shouted as he looked up for the first time.

Elena looked at him in horror as his hands wrapped around the Sheriff's throat. "Damon, don't," she pleaded. "Don't kill her."

Time seemed to pass in slow motion as Damon kept his hold on Liz. Finally, he withdrew his hand and took half a step back. "Relax, no one is killing anyone," he said.

Elena shut her eyes to hide the tears of relief. When she opened them again, she found Damon staring at her. She looked away and sought out Caroline. "What are we going to do now?" she asked.

"We're going to the boarding house," Damon answered, looking at Caroline. "You're going home to get some of your mother's things and then you'll join us."

"I'm not-" Liz started, but stopped when Damon whirled around to look at her.

"You're going to stay with us until the vervain is out of your system and then I'm going to compel you to forget about all of this. That's the alternative to having your throat ripped out. There are no other options."

Liz looked away and he shrugged. "Fine."

"Elena, will you come with me?" Caroline asked from her spot in the corner.

Elena looked at Stefan who had gone back to staring at the ground and then looked back up to Damon. He nodded, his eyes telling her that he would take care of his brother and Liz. "Let's go," Elena said as she got to her feet.

"She hates me," Caroline said the moment they were outside. She began wiping furiously at the blood on her chin. Tears of anger streaked down her face.

"No she doesn't."

"Elena-"

"She's your mother," Elena interrupted. "She may not understand, but she still loves you."

Caroline snorted and tossed her hair. "She never loved me in the first place." Before Elena could say anything in protest, Caroline turned to face her. "Let's go," she said forcefully. Elena took the hint and dropped the subject.


With a suitcase in the backseat, the two girls began their journey to the boarding house. Elena was behind the wheel knowing that Caroline wasn't in the right frame of mind to drive. She parked in her normal spot outside the mansion and walked in front of her friend to the front door. Instead of ringing the doorbell or knocking, Elena opened the massive door and stepped aside for Caroline to pass. Stefan entered the room as Elena shut the door. They nodded at each other awkwardly before he motioned for the girls to follow him to the basement.

"Sorry it took so long," Caroline said. "I didn't know how much to pack."

"She'll only be here for a few days. If she needs anything else, I'll let you know."

"Thanks," she replied and walked slightly ahead.

Caroline stopped abruptly right before the cell where the Sheriff was talking to Damon. Elena could hear her words and she winced. "Keep Caroline away from me."

"Why? She's your daughter, Liz," Damon said, trying to reason with her.

"No she's not," Liz replied. "Not anymore."

There was a pause before Elena heard Damon say, "You have no idea how wrong you are."

Caroline put the suitcase down and took off towards the stairs leading back to the main floor. Elena looked at Stefan who gave her a nod and watched her run after her friend. Elena found Caroline sitting on one of the couches in the parlor, clutching a pillow in her arms. "Told you," she mumbled as Elena came to sit on the coffee table in front of her.

Elena didn't want to say something she knew would be a lie. Instead, she reached out and placed her hand on Caroline's forearm. "In a few days, she'll forget about what you are."

"It doesn't matter," Caroline breathed. "I heard her say it."

Elena sighed and rubbed Caroline's skin before giving her a small smile. "Come on, I'll take you home."

Caroline's eyes widened in fright. "I can't go home."

"Why not?" Elena asked softly, already knowing the answer.

"I'm scared."

Elena moved from the table to the couch next to Caroline. "Of?"

"Katherine," she replied bitterly. Elena wrapped her arms around Caroline's shoulders and brought her close. The blonde laid her head on her friend's chest and closed her eyes as she listened the calming beat of her heart. "She was at my house last night after I dropped you off."

"What did she want?"

"To ask me questions about you and Stefan. She said that if I didn't report back to her daily she would..." her voice cracked and Elena felt her tears as they dropped onto her arm. With her free hand, she stroked Caroline's back. "She said she would go after Matt if I didn't follow through."

Elena's body tensed for a moment as anger coursed through her. "It's okay, we'll figure something out," she whispered and held her friend tight.

It wasn't long before Caroline was asleep. With some difficulty, Elena managed to get up and arrange her friend to be stretched out across the couch. After locating a blanket, she draped it over the girl and tucked her in. Smiling, she moved quietly from the room. She stopped at the steps leading up from the parlor and thought about where to go. Once her decision was made, she moved quickly towards Stefan's room. The door was slightly open, giving her the view of Stefan sitting on the edge of his bed. What caught her attention was the blood bag cradled delicately in his hands. Without knocking, Elena slipped inside and shut the door behind her. "What are you doing?" she asked, trying to keep her voice level.

There was a long moment of silence before he answered her, his eyes glued to the floor by his feet. "Katherine ingested a tiny bit of vervain every day until she built up a tolerance to it."

Elena blinked as she absorbed his words. "You can't."

At that, he lifted his head and let their gazes lock. "I almost died tonight."

"I know that," she breathed.

He got to his feet and looked at the bag in his hands. "I need to do this. I need to be able to drink human blood. I'm no match for Katherine if I continue to eat animal blood. I can't protect you if I don't try." The hardness of his face softened as he realized Elena's eyes were shining with unshed tears. He set the bag of blood down on his bed and walked over to her, pulling her into his arms. "Once we get Katherine out of the way, things can go back to normal," he whispered against her hair.

Elena stiffened and pulled back, giving him a look of confusion. "What?"

He looked at her, equally confused. "The break up. I know it's real so that the others believe us, but once Katherine's gone, we can be together again."

Elena pulled herself completely out of his grasp and wrapped her arms around herself. "Look, Caroline might have said all of those things because Katherine told her to because she wanted us to fight, but that doesn't make them any less true."

He shook his head slowly, not wanting to believe her. "Elena-"

"Think about, Stefan," she demanded, dropping her arms down to her sides. "In five years, I'm going to start looking too old for you. In ten years, people are definitely going to notice the age difference. People are going to think that I'm robbing the cradle." She paused for a breath, letting it out slowly. "How much longer are you going to be able to stay here before people start noticing that you haven't aged a day since you arrived?" she asked softly, a single tear rolling down her cheek.

"They haven't-"

"And we'd never be able to get married; not for real. You're dead, Stefan. You can't get a marriage license and it would be wrong to compel someone into signing the necessary papers. I never thought about children, but I would like it to be an option."

He stared at her, listening to her heart as it beat rapidly in her chest. "So you don't want anything to do with me?"

She bit her bottom lip knowing that there was one question she could ask that would make the decision for her. With a heavy sigh, she asked it. "If I wasn't terminally ill, if I wasn't dying from a horrible accident, if it were completely my choice...would you turn me?" She had spoken quietly, but she knew he heard her. His hesitation spoke volumes and she closed her eyes, feeling the tears stream out from behind closed lids. "I love you, Stefan, I do, but if you loved me as much as you claim to, you would have said yes. If I'm not good enough for eternity, why should I waste my time?"

She turned to leave, but he blurred forward to block her. "I can't pass along this curse, Elena. I won't. I wouldn't wish this on anyone. Especially not you."

"That should be for me to decide," she argued.

He stared at her, wanting to change his answer, but he couldn't do it. He shook his head and stepped back. "I love you, but I don't want this life for you."

Elena nodded and wiped the tears from her cheeks. "Then we're through," she breathed and made her way for the door again.

As her fingers rested on the handle, he spoke again. "Damon's a vampire too."

Elena's fingers curled around the handle hard enough that she could feel the beat of her heart at her fingertips. She wanted to turn and yell at him, but she knew that was what he wanted. Instead, she opened the door slowly and turned her head so she could see him from the corner of her eyes. "Drink the blood to get your strength. You're no good to Katherine if you're dead," she said coldly and closed the door behind her.

Forcing herself not to run, Elena made her way downstairs again. She made sure that Caroline was still sleeping before going to the front door. She knew it wasn't safe to walk, but she was in no condition to drive. Last time she had driven while being this angry, she had crashed her car and would have died if Damon hadn't been there to save her. Shuddering, she slipped her hands in her pockets and began to walk in the direction of her house.

"What the hell are you doing?" Damon asked, suddenly appearing in front of her.

Elena jumped violently as she walked into him. She stepped back and hit him in the chest as a response. "Damon!" she hissed and placed her hand over her heart.

He crossed his arms over his chest and stared at her with amusement in his eyes as he waited for her answer. "Elena?"

"I'm going home," she said once her heart beat had settled down.

"It's a long walk to your house from here. Might I add that it's an even longer walk when there are people out there who want you gone?" She met his gaze for a moment and then looked away. His amusement died as he reached out to cup her jaw, lifting her face up. "What's wrong?"

"Nothing," she lied, wrenching herself out of his vice like grip, surprised when he actually let her.

"You're obviously upset. What did Saint Stefan say this time?"

Elena shook her head and turned her back to him. "Will you take me home?" she asked rather than answering his question. If he was going to make her relive that fight, she wanted to do it in the comfort of her own room.

Damon nodded and silently led her to his car. He watched her from the corner of his eyes as she rested her head against the window and took deep, even breaths to keep herself calm. She had her feet drawn up on the seat and her arms were around them. When he pulled up to her house, she nearly bolted from the car before he had put it in park. He followed her up to her bedroom and shut the door behind him. He could hear Jenna and Jeremy sleeping soundly in the other rooms. "Elena?" he breathed after she had paced the room a dozen times.

Somehow he had managed to understand her as she explained through sobs. Towards the end of her explanation, she was unable to hold herself up. Damon took her in his arms and moved to lay her down on top of her comforter. "If he loved me, he would want to turn me right?" she asked once she had calmed down.

"Do you want to turn?" he questioned.

"I never thought about it until Isobel brought it up," she admitted and went still as she felt Damon wince. Just mentioning her birth mother's name brought back the words that neither one of them wanted to talk about just yet. "It would just be nice to know that it's an option. He flat out said he would never turn anyone. That tells me there's no future for us so why should I be with him?"

"Vampires turn people for three reasons; boredom, revenge, and love. If Stefan wanted you around-"

"He has the original, he doesn't need the carbon copy anymore," Elena said bitterly.

Damon adjusted so that he was lying on his side, facing her and propping his head up on one arm. He didn't have anything to say to her about that. It had been a mistake on both their parts when they came to town. They both wanted to see if Elena could be like Katherine. It was a blessing in disguise that she was not. He lifted his hand with the intention of reaching out to touch her, but decided against it at the last second. Instead, he let it rest in front of his body. "Don't think about them. It's over. The faster your realize that, the better you'll feel."

Elena nodded and rolled onto her back. She let out another heavy sigh and closed her eyes. He thought she was going to drift off to sleep, but was startled when he heard her voice. "You kissed me the other night."

"I-" he stopped and narrowed his eyes at her. "You were supposed to be asleep."

Elena couldn't help but smile, even though it was faint, he could see it. "Yeah, well, I wasn't." She turned her head to the side in order to look at him and raised her brow. "I'm waiting."

The corners of his lips quirked up into a lazy smirk and he shook his head. "For?" he asked coyly.

"An explanation," she said and maneuvered her way onto her stomach. She propped herself up on her forearms and stared absently at the headboard.

He reached up and let his fingers trail up and down her arm, starting at her shoulder and ending at her elbow. Elena forced herself to keep her breathing normal, but she couldn't stop her heart from skipping a beat. "If you were awake, why didn't you stop me?" he asked quietly.

"My eyes were closed," she replied. "I didn't see it coming."

He smirked at the underlying challenge in her words. Not one to back down, Damon leaned in, keeping his eyes firmly locked with hers. A wave of desire coursed through him at the sight of her lips parting in anticipation. His fingers pushed her sleeve out of the way and he closed the gap between them. Her heart fluttered as his lips touched the smooth skin of her shoulder. "You saw that coming," he murmured against her skin.

Elena bit her bottom lip and let her eyes close part way as he placed another kiss against her flesh. As he moved his mouth up to kiss the curve of her shoulder, she swallowed hard and pulled away. Quickly, she got to her feet and wrapped her arms over her chest, shaking her head slightly. "I can't do this."

Damon got to his feet and raked a hand through his hair. He could see she was one wrong move away from a breakdown and he feared that his actions might have done it. "I'm sorry. I shouldn't have done that."

Elena could only stare open mouthed at him, waiting for his apology to sink in. "I can't be like Katherine," she stated, repeating what she had said to Caroline.

"Elena-" he started and took a step forward.

She held out her hands and stepped back. Damon took the hint and stopped advancing. "I just broke up with Stefan. I can't even fathom starting a relationship; much less one with his brother."

"I didn't say anything about a relationship."

He cringed at his choice of words. "So, what, you just want to fool around?"

"No, Elena, that's not what I meant."

Elena didn't want to hear his explanations. "Look, I've had enough arguing for one day. Can you just go?"

Instead, he stalked across the room stopping only when she was trapped between his body and the wall next to the bathroom door. He had one hand flat on the wall on either side of her head, completely boxing her in. "There is something between us. You've already admitted that."

Elena glared at him. "A few days ago, you said you were content with being friends and now you're back to being pushy."

"You don't have the boyfriend excuse anymore," he reminded her.

He smirked in satisfaction as she huffed, signaling the he was right and she knew it. "It doesn't seem right to rush off and start something with you or anyone else for that matter."

"Fine, we'll take it slow."

Shock went through Elena's body making it taunt; eyes wide in surprise. After a few seconds of staring at him, her rigidness dissolved into laughter. Confused, Damon stepped back and glared at her. "I didn't think slow was in your vocabulary," she managed to say through her giggles.

Damon felt his chest constrict. She was laughing at him. "Forget I said anything."

Elena looked up and saw the raw hurt on his face an instant before he caught her looking and put his guard up. As he turned towards the window, Elena rushed forward and grabbed his arm. "I didn't mean to laugh," she said, despite the smile that still plastered her face. "I'm so exhausted that it's either laugh or cry; which would you prefer?"

"Why don't I let you get some sleep?" he countered, trying not to be angry with her. It was true, she had been through a lot. Even if he had actually been the one dying.

Elena nodded and forced her smile to fade until it was barely there. She tightened her grip on his forearm for a moment and then slid her hand down to rest in his. "I'm not ready for anything more than friendship. You said that you would do anything as long as I didn't cut you out of my life. I just dumped my first love and I need all the support from my friends that I can get. I need you Damon, but I need you as a friend."

He stared down at her and felt his anger fade into the background. She needed him. Him. Not Stefan; him. He gave her hand a reassuring squeeze and inclined his head. "If you need me, then I'll be here for you."

Elena felt tears brimming in her eyes indicating that the hysterical laughter phase of her exhaustion was over. Damon pulled her into a crushing hug and before Elena realized what was happening, she felt the softness of her mattress beneath her. She looked at Damon as he stayed bent over her. She reached up and touched his face, cupping it in her hand. "As my friend, will you do me a favor?" she asked as sweetly as she could.

Damon narrowed his eyes. "I'm not going to like this, am I?"

She shrugged, the corners of her mouth going upwards in a smirk. "Help Stefan get control over his blood lust. He needs someone to help him through it and it can't be me. For me?"

He continued to narrow his eyes at her and then sighed before nodding. "For you."

"Thank you," she breathed and let her hand drop to her side.

Damon helped get under the comforter and leaned over her again. He wanted to kiss her, but was able to refrain from doing so. "Goodnight Elena."

"Goodnight Damon," she replied and watched as he walked over to her window. "Thank you again. For everything you did with Caroline's mom. And for bringing me home."

"You're welcome." He grinned at her. "Sleep, Elena, you need it."

She smiled at him and closed her eyes, instantly falling asleep.