A/N: As usual I don't own Vampire Diaries or any of the canon characters.

Ok the votes are in! I will be alternating between this AU story and the "One is the Loneliest Number" story. In an effort to keep things more fun, I won't write out the depressing stuff that leads up to the road trip, I'll just sum up so we can get to the good stuff!

As we start our alternate universe timeline: Jeremy dies from his overdose, after waking in the morgue, he decides that he couldn't bring himself to kill to survive and allows himself to die. Damon, realizes that Katherine was the one he kissed on the porch right after he left the house, pursuing her to her lair. There he kills Jonathan Gilbert just for the sake of screwing with her plans (plus the guy is an asshat) and reads her the riot act for screwing with his life, telling her once and for all that he is over her. Stunned at his rejection, Katherine disappears… for the moment.

School has been over for a few weeks now, and we're in summer vacation. Caroline wakes from her coma but with complete amnesia and Matt is devastated that she doesn't remember him. Tyler, going through some "issues" runs away from home. Alaric takes Jenna on a cruise to help cheer her up and plans to propose to her, they are currently out of town. Just after they left, Stefan decides that there was too much pain and death in Mystic Falls since his return and that Elena would have been better off if he'd never come at all, pulls an Edward Cullen and gets the heck out of Dodge. Bonnie is thrilled when Stefan leaves, but it puts a strain on their friendship when Elena is devastated over Stefan's departure and they drift apart.

Left without family and friends to bolster her spirits, Elena sinks into a deep depression, barely leaving her house for days on end. Damon watches her from afar, knowing he shouldn't bother her while her grief is still so fresh, but in the end he decides that enough is enough and decides to kidnap her for a little much needed fun.

Okay. How depressing was that? Fun is coming, I promise! (if I forgot any threads in the above summary, just sing out and I'll address them as well just for continuity)

The late afternoon sun was streaming through the bedroom window but the girl lying on the bed was already fast asleep, clutching a worn teddy bear to her chest. Time had ceased to have much meaning for Elena in the past few weeks, day… night… without any purpose it mattered little to her when she was awake and when she slept.

Sleeping was the only thing that brought her any respite to the crushing sadness that plagued her during her waking hours. In dreams she could imagine that her life was still intact. She could spin a reality of her choosing where her family was still alive and happy, and Stefan had never left her.

Only sometimes… in those most fevered dreams, sometimes it wasn't Stefan that held her safe from harm. Sometimes it was another dark handsome vampire who chased the blues away, made her feel safe and cherished, set her soul on fire with steamy kisses that left her clutching the sheets and aching with need.

"Come on, let's go."

Elena blinked in the sunlight, not quite sure if she was awake or still dreaming. She could have sworn that she'd heard Damon's voice speaking in the room as clear as day but he was nowhere to be found. "Hello?" She called out softly, feeling a little sheepish for doing so in the deserted house.

"Hey sleeping beauty." Damon grinned, stepping back into view from the bathroom door. "Come on, times a wastin' let's go." He stooped to pick up her discarded shoes from the floor and smacked the bottom of her foot playfully with one of them.

Raking fingers through her wealth of hair, Elena tried to push the fog from her mind. "What are you talking about? Go where?" Wearing just a tank top and panties, it didn't occur to her yet to be self conscious of her appearance with him in the room. The vervain necklace as always hung around her neck, her only tangible connection to Stefan.

"That's for me to know and you to find out." He tossed the shoes on the foot of her bed. "Oh and not that I don't appreciate that particular ensemble but I'm thinking you're gonna want some pants." Jeans were retrieved from a crumpled heap on the ground and flung at her as well.

Still trying to process just exactly what was going on, Elena opened her mouth to protest but was rewarded by a mouthful of denim. "Thanks." She returned sourly, swinging her bare legs out from the covers to tug on the jeans. "Is there something wrong?" That thought lent her a little more clarity and speed, and she hopped out of bed to fasten the pants.

Damon openly watched her pull on the form fitting jeans, admiring the way the denim hugged her cute bottom. "Why do you always have to assume it's something bad? That's the problem with you, too much doom and gloom. It's not healthy." He frowned, looking around the room for whatever else a girl her age might consider essential and settling on a little black hoodie, tossing that to her as well. "Well I have something to cure that, and you're just gonna have to trust me."

"Trust you?" She scoffed, more out of habit than stemming from any real lack of trust, Elena quirked a brow, one hand on her hip as she deftly caught the sweatshirt but stopped getting dressed until she got a few more answers. "I want to know what this is about." She gave him an expectant look.

"Don't you trust me?" Damon tried to laugh it off, but Elena could see the hint of vulnerability behind his eyes, the way his body went completely still as he waited for her answer.

Elena stared back at him for a long moment before she gave him a grudging nod. "Yeah I trust you." She replied softly. Just as quickly his smirk returned and the heavy moment between them was over. Tugging on the hoodie and retrieving a clean pair of socks from her drawer, she sat on the end of the bed to put her shoes on. "Are we gonna be gone long?"

"Mmm, it's hard to say, it depends on how long it takes." Damon hedged. "But don't sweat it, it's not like you have to be up early for school tomorrow, right?"

"That's true I guess." She allowed, standing once her shoes were on. "Do I need to bring my car?" Her hand reached for the keys on her dresser.

"No, I'll take care of that." He seemed impatient to leave, pulling open her bedroom door to usher her into the hallway.

Elena gave him a penetrating look as she passed by him into the hallway, wondering just what he was up to. Truth be told she'd sort of missed his company over the past few weeks, though she never would have admitted that to him, he was full of himself enough as it was. Damon just smiled blandly back at her, and somehow she found that more worrisome than his trademark smirk. At least when he was smirking you knew he was up to something, like this… she was just kept guessing.

Grabbing her purse by the door, she locked the house up tight and turned around, expecting to see Damon waiting by his car, instead a black SUV gleamed in the fading sun, dark tinted windows obscuring her view of anything inside. "Where did you get the car?"

"Eh…" He made a noncommittal noise, pulling open the passenger side door for her.

"Eh? What's that supposed to mean?"

"It means don't worry your pretty little head about it. Now get in before I have to kosh you on the head and toss you in the back." Damon put a little bit of growl behind his voice but it just made Elena laugh since she could very easily picture him doing just that to get his way.

"Okay, Okay, I'm coming, keep your shirt on." Her hands came up in a supplicating gesture.

"For now…" He smirked, seeing her safely into the car before jogging around to the driver's side and slipping in beside her. The car started up smoothly, the powerful engine humming as he pulled smoothly out onto her street.

For a few minutes, she just watched him drive, admiring his strong profile and the skilful way he maneuvered the vehicle, his eyes intent on the road. "So when are you gonna tell me where we're going?" Elena finally asked, leaning back against the plush leather seat.

"So you can ask me are we there yet every ten minutes? Not a chance." He shook his head decisively. "I'm taking you somewhere important, there's something you need to see, let's just leave it at that for now, okay?" Damon turned his head and swung the power of those brilliant blue eyes on her and Elena found herself nodding back, willing to drop the subject for the time being.

They headed for the outskirts of town and to her surprise turned onto the interstate, but she kept her curiosity to herself, finding it almost soothing to see the road speed by, the trees soft and blurry like a watercolor.

"Are you hungry?" Damon's voice cut through her reverie and Elena was surprised to see they'd been driving for nearly an hour now.

"No, not really." She gave him a brief smile, her appetite wasn't what it used to be.

"You haven't been eating enough." He frowned, hand tightening on the steering wheel.

Elena's brows rose in surprise. "How would you know?" She hadn't seen or heard from him in weeks.

"I've been around." A careless shrug was given.

"What are you stalking me now?" The corner of her mouth tugged up into a smile. Had he been hovering outside her window? If she didn't know any better she might have thought he was responsible for some of those dreams she'd been having, but she couldn't think of a good way of asking him about it without admitting that she'd dreamed about him.

"Stalking is such a harsh word, I've just been… an interested bystander."

"Bystander implies you just happen to be there, is that the case?" Somehow she doubted that.

"Ok a deliberate bystander then." Damon grinned, giving her another quick glance.

"How come you didn't stop in and say hello then?" Elena's brows drew together in puzzlement.

"I didn't want to intrude. I figured the last thing you needed was me hanging around, I tend to rub people the wrong way sometimes." He gave another little shrug, but Elena fancied she saw a glimmer of something else behind that statement. She was about to open her mouth to say something in return but he ruined the moment by adding, "Since I figured you weren't in the mood for me to rub you the right way, I'd just bide my time till the time was right." He waggled his brows at her playfully.

Elena smacked him lightly across the shoulder, but she couldn't help the laugh that escaped her lips. "You never quit do you?"

"Winners never quit and quitters never win, as my father was ever fond of saying." Damon grinned widely.

"Was he now?" Elena smiled, settling back against the seat again.

"Oh yeah, he had a stupid platitude for just about every occasion. It was one of his defining characteristics. That and being a total bastard, and I'm not doubting his parentage." Damon added, his eyes back on the road again.

"You didn't get along with him too well did you?"

"Eh, it was what it was." He shrugged. "It's not like people sat around and related to each other back then, talked about their feelings like they do now. No going to therapy and agonizing over it, no spanking my inner child, you just accept it and move on."

"I'm sorry." She said softly, watching him carefully.

"Nothing to be sorry for. It's a bygone era, besides it wasn't all bad. Stefan and I got away with a hell of a lot more than kids do these days, running free from sunup til sundown. These days parents practically got a lowjack on their kids, they can track them with their cellphones, nannycams, the whole world is wired." He shook his head. "Things used to be a lot… slower."

"It might be nice to take things a bit slower." Elena commented with a wistful smile.

"That's exactly what I was thinking." Damon recovered his smile, glancing over at her for longer than Elena thought was probably safe while driving. "You know we've got a ways to go yet, if you want to just close your eyes and rest a bit, I won't mind."

"Are you sure? Won't it be kind of boring for you?" Even though she'd been asleep when he'd found her, she still was a bit tired, and the sun had started to slip from view, casting the sky in the velvety embrace of twilight.

"Nah, I like to drive, it helps clear the mind. Just relax and I'll have a surprise for you when you wake up."

Elena stared at him a long, hard moment. She used to like surprises, but of late they'd all ended up being of the horrible kind. His smile was hard to resist though and she settled in a little more comfortably against the door. "It had better be a good one." She murmured, eyes slipping shut.

"Just wait and see." Damon smirked, forcing his eyes back to the road instead of giving in to the desire to watch her sleep. If things went as planned, he'd have time aplenty for that in the coming days.

They had been on the road for another four hours or so by the time Damon pulled into the parking lot of the Budget 8 motel. Elena had been dead to the world for the drive, not even stirring when he'd turned on the radio for a little traveling music. But as soon as the car came to a stop, she startled awake, blinking in the harsh parking lot lights.

"Where are we?" She yawned, stretching her neck first one way and then the other.

"Specifically? A cheap motel." Damon supplied nonchalantly, turning off the car and pocketing the keys.

"A cheap motel?" Her head canted to one side and a single brow was raised.

"Don't flatter yourself kid, I should have let you shower before we left your house." He snorted, "You smell like moldy ass, and don't even get me started on your morning breath…" Damon couldn't resist teasing her, she was just so damn adorable when she got all full of righteous indignation.

"You have a lot of experience in what moldy ass smells like, do you?" Elena fixed him with a withering look, though he could see her trying to surreptitiously sniff herself to see if she really did smell offensive.

"Hey, enhanced vampire sense of smell, you'd be surprised what I can smell." He pointed out, stepping out of the SUV and rolling his shoulders to get the kinks out after being so long in one position.

Elena climbed out of the car, looking around the nearly deserted parking lot. "Okay I get that we're at a cheap motel, and I get why… sort of. But where are we in the larger sense and why did you bring me here at all?"

"We are somewhere in Tennessee, I'm not sure exactly where, I wasn't paying attention. But it's all sort of the same isn't it? So I don't suppose it really matters." Damon shrugged, coming around to lean against the front of the car and watch her reaction to the news. "As to why I brought you here… I told you, I needed to show you something."

"Something in a cheap motel?" She scoffed.

"You have no sense of vision, try to look at the bigger picture here. You're getting so hung up on the motel… I'm wondering now if you're not the one whose mind is in the gutter." He waggled his eyebrows at her. Her face flushed then and he smirked over the reaction. Gotcha.

"Okay so we're what, checking in or are we just stopping because you have the pressing need for me to shower?" Elena asked, drawing her hoodie a little tighter around her body.

"That's the plan. You wait here, I'll go and get us a room. We don't want to give the motel clerk the wrong idea and damage your reputation do we?" He smiled widely, pushing away from the car.

"Yeah cause I'm so worried about what they think of me out here in the middle of nowhere." Elena muttered, leaning against the passenger side door. "Get two beds!" She called out after him as an after thought.

Damon chuckled to himself over that last remark. Not if he could help it…


a/n: ok still a little heavy in the beginning I know, but things should lighten up soon once we get into the swing of things.

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