A/N: haha I absolutely loved how all the reviews for last chapter were like "oh well, Elena is failing...but who can really blame her?" LOL. totally agree!

LUST: PART III

Damon felt Elena stiffen in his arms, and he lifted his head to see what was wrong. He was startled to see her gazing at something in the distance, looking nothing short of terrified. "Elena?" He glanced over his shoulder, but didn't see anything there. "What's wrong?"

She was breathing hard, her cheeks burning crimson. "Damon, I—" she shook her head, her hair flying around her shoulders vehemently. "This...it can't happen!" He could only stare at her in disbelief as her legs loosened from his waist and she pulled away from him.

"Elena—" He turned around once more to try and figure out what had spooked her, but all he could see was some stone water fountain. When he turned back to face her, he realized that she was walking away from him so fast that she was nearly sprinting. "So you're not going to tell me what happened then?" he called after her loudly, a scowl crossing his face when she refused to turn around.

She did pause, however, her shoulders hunching over in the darkness. "I can't do this," she tried to say in a firm voice, though she sensed that she hadn't succeeded. "I just...can't."

"Bullshit." Damon blurred to stand in front of her, ignoring the way her gaze immediately flew to the ground to avoid looking at him. He studied her for a moment before reaching out to pull the straps of her dress back into place. When she still didn't look up, he let his hands rest on her shoulders. "Why are you fighting it?"

She sucked in a shaky breath, "Fighting what?"

"The attraction, Elena," he unconsciously tightened his grip on her, forcing her to look at him. "There was something between us back there," his eyes bored into hers, "You can't deny it."

Elena shook her head once, but with no conviction. "It doesn't matter," she muttered finally, "Just because you feel...an attraction...to someone, doesn't mean that you should act on it."

"Actually, Elena," Damon corrected, taking a deliberate step towards her, "In my world, that's exactly what it means."

This got her attention, and she suddenly glared at him. "Hate to break it to you, but not everybody plays by your rules, Damon."

He raised an amused eyebrow, "Since when?"

"Since now," she answered through gritted teeth, twisting out of his grip as she whirled on her heel to walk away.

Damon grabbed her arm and pulled her back towards him, his eyes flashing dangerously. "You know what vampires can do, Elena," he warned, "I can very easily make you...agreeable."

"You mean Compel me?" Elena returned coldly, "Of course you could...but you won't."

"Oh really?" he drawled, "And why not?"

She tossed her hair over her shoulder, "Because it would be truly pathetic if Compulsion was the only way Damon Salvatore could get a girl."

His attitude changed from casual to furious before she could blink. "Trust me, Elena," he nearly growled, "It will be a cold day in hell indeed when I need Compulsion to get a woman in my bed." He narrowed his eyes at her as he stepped closer, "You'll see."

Elena knew she was playing a dangerous game, but there was no way of backing out now. "Is that a threat?" she asked innocently, "Or a promise?"

Damon let a slow smile play at his lips as he held her gaze, "I'm going to have you exactly where I want you, Elena."

Her expression didn't change, "And where would that be?"

"Under me," his eyes glinted, "Screaming my name in the throes of passion."

Elena knew he was trying to get a reaction out of her so all she did was remark casually, "Are you sure you're in the position to be making those kinds of comments?"

Damon didn't look fazed, "I will have you, Elena. No tricks, and no Compulsion." He tilted his head at her, "It'll be real."

They were left staring at each other in silence, which was only broken when a familiar voice rang through the rising tension. "Damon? Is everything alright?" Elena turned around to see Matt approaching them, looking confused. "The girl is still alive?"

"I am standing right here, you know," Elena shot back hotly, to which Damon hid a grin.

"I've decided to keep her around," Damon answered dismissively, "Did you take care of that situation you called me about earlier?"

Matt hesitated, "Your brother left quite a scene at the bar. Six bodies this time. Er, Alaric wanted me to tell you that Stefan is really banned this time."

"Ric says that every two days."

"I think he really meant it...Things were pretty bloody in there."

"Fine, I'll have yet another lovely discussion with my dear brother in the morning after he's sobered up," Damon rolled his eyes, "You know, I think he's really started warming up to these weekly heart-to-hearts."

Matt didn't appear to be listening and he gestured towards Elena, "So since you're keeping her around, does this mean that I can buy her services for the night?"

Elena's mouth dropped open in anger, but Damon intervened before she could speak. "Afraid not," he said to unapologetically to Matt, "The girl is mine."

"Is she?" Matt's lip curled, "Because she still looks unmarked to me..."

Damon stiffened, taking a casual step to the left so that he was standing directly in between Elena and Matt. The latter smirked, unbridled bloodlust playing across his face. Then, before anyone could react, he suddenly blurred around Damon to get to Elena.

She let out a strangled gasp as Matt grabbed her in a chokehold, pulling her tightly against his body. Damon looked enraged, but Matt paid no heed as he sneered, "Too bad, you had your chance...Guess I'll be her first."

"I wouldn't do that if—"

But Matt had already vamped out, tearing viciously into Elena's throat. She screamed in pain just as Damon surged forward and tackled Matt to the ground. "You didn't mark her," Matt snarled, as he tried to fight off Damon, "She was fair game!"

Damon hovered above him, fury etched across his face. "You forget your place, Matt. I didn't let my brother touch her, and I'm sure as hell not going to let you have her either."

Matt let out a derisive laugh, "Why not? You pass around all your other girls—this one's just your flavor of the week, she's not any different from the others!"

"You know, I don't think I really have room on my staff for any more blabbering idiots like you," Damon hissed, and in a flash of motion he had pulled a wooden stake out of his back pocket and rammed it into Matt's heart.

Elena struggled to her feet, clutching a hand to her neck to stem the blood flow. She could already feel the warm liquid running down her arm and staining her dress as it slowly dripped onto the ground. Damon turned to look at her, an unidentifiable emotion flickering in his eyes. "Let me see," he requested, but she shook her head and backed away rapidly. "Elena, you're losing a lot of blood, just let me look at—"

"Stay away," she warned, blinking as her vision began to blur, "I don't need your help."

"Whoa," Damon suddenly appeared next to her, catching her as she stumbled backwards. He shook his head, "I don't understand you, Elena. I killed one of my trusted staff members for you...most girls would swoon at something like that!

She opened her mouth to reply scathingly, but he cut her off.

"Save it, I know you're not like most girls," Damon snapped, "Now will you just drink my blood so I don't have another dead body on my hands tonight? Because I think Stefan's body count of six is as much as I can handle at once."

Elena watched weakly as he bit into his wrist and held it in front of her lips. To her enormous surprise, he didn't force her to drink. Instead, he waited patiently to let her make the choice of whether to take it or not.

It was this act, more than anything else that he had done, that made the decision for her. She pulled his wrist to her mouth and hesitantly sucked at the puncture marks, letting his blood run down her throat and replace what she had lost. After a few moments, she happened to look up and was shocked to see the intensity of the heat glimmering in his eyes.

She was even more surprised at the way her body immediately reacted, with desire battling her better instincts.

Elena let go of his wrist but didn't move. "Thank you," she murmured quietly, looking up at him, "Why'd you do that? Why did you kill Matt?"

Damon looked as if he didn't know the answer himself. "I guess...I didn't want to see you tainted by anyone else," he said finally, shrugging, "I want you for myself."

She nearly groaned in exasperation. This trial is impossible! Lust is all he thinks about—how the hell am I supposed to change that?

"Because you are different," he continued unexpectedly, sounding almost as if he were talking to himself. "The way you stood up to me when I met you, how you tried to save Andie even though you didn't even know her, and then you tried to help Caroline...you have real fire, Elena. I like that about you."

Elena stared at him. "I thought..." her voice hitched and she was forced to start again, "I thought you wanted me because I looked like Katherine."

Damon frowned, "I thought so, too. But the truth is...you don't remind me of her at all." He glanced down at her and then leaned forward, gently placing a kiss on her lips before cupping her face with his hands. "There is something going on between us, Elena. You know there is." She closed her eyes as he pressed a kiss onto her forehead and then whispered, "Why don't you give it a chance?"

She opened her eyes hesitantly, her heart pounding in her ears. Over his shoulder, she could see a black vortex beginning to form and she felt tears prick her eyelids in a mixture of relief that he had passed—and a tinge of regret that she had to leave. "Okay," she agreed softly, sliding her arms around his neck and brushing her lips against his lightly, "I'll give us a chance."

Damon grinned against her lips as he deepened the kiss, and she slowly turned them around so that her back was to the portal. As his hands slid down to her waist to tug her closer, she felt the vortex pullher away.

*yay he passed the trial! I tried to show that Damon was initially attracted to her because of lust, so the trial was for him to admit that there were other reasons he liked her—because the connection between DE on the show is much deeper than just pure attraction :) anyway, next chapter will be Wrath!