Elena stared at her reflection in the hotel mirror. She looked awful. She felt awful. She did not know what possessed her to come on this dumb road trip with Damon and Mr. Saltzman, but it was too late now. They had stopped to get some rest for the night, and a very nice hotel, Damon's treat. She was positive he was trying to win her over, she just couldn't forget what he had done to Jeremy. It was killing her to be angry at him like she was. She had been surprised when Damon had gotten separate rooms; one for her and one for him and Ric. But he made no comment, just handed her the room key and disappeared into his own room with the teacher. She felt horribly lonely the last few days. Everyone hated Damon. She couldn't talk to anyone about what she had been feeling. No one would understand.

Something was wrong. Something had been wrong for days, and all she wanted was to talk to him and figure out what happened but she couldn't. But she could still feel him. Almost as if he was calling to her and she hated it. She jumped when there was a knock on her door, and she knew it was him. She rubbed her face before going to answer the door. "It's late," she said in annoyance.

"Can we talk?" he asked, simply.

She raised an eyebrow. "You're not going to leave me alone even if I say no," she muttered. So it really made no difference what she said.

"Actually I will," he said folding his arms. "So it's entirely up to you."

Elena paused, not expecting that from him. "Oh" she said softly. "Um… sure." She moved aside, allowing him to enter and she really see the difference in the way he approached her. Usually he always made a point to brush against her, but now, he made sure to keep a large distance between them, giving her space. Almost too much space. "I'm still mad at you." Just so they were clear.

"I know you are," he said, heading to the bar to pour a drink. "And upon further reflection, you have every right to be."

"If I killed your brother you'd be mad at me too," she said, crossing her slender arms. "You'd probably kill me for that."

Damon snorted. "Could never be mad at you Elena, much less kill you," he said, knocking back the shot. "Don't think such ridiculous things."

She chewed on her lip. That had been a dumb analogy. Damon would kill Stefan in a heartbeat if it meant keeping her safe. "Still," she said lamely. "God Damon. Do you know what that did to me?" She couldn't handle it anymore. This was the first time they had been alone since her bedroom and she had a million questions to ask him.

"Honestly Elena," he said with a shrug. "At the time, I really didn't care."

He had wanted her to hurt as bad as he was hurting, and she had. He made his point. "So what is so different now?" she asked, taking a step toward him. "Why should I ever trust you again?" If it really came down to it, she'd always trust him. No matter what. She would trust Damon above everyone else. He had never lied or done anything remotely horrible to her until just now. They were better than that. She had pulled him out of the dark hole he had been in when he found out Katherine was alive. She was happy with the way things were. But she should have seen that something was there. She had been running from it for a long time. And he knew it. But to give in…

Damon sighed. "I'll have to make it up to you," he said like it was the simplest thing in the world.

"You can't just buy me flowers Damon," she said softly. "This isn't just going to go away." As much as she wanted it to just be some horrible night mare, it wasn't. Damon had broken her heart. She didn't know when she had placed it in his hands but she had trusted him never to break it, and he had. So now what? Band-aids weren't going to help.

"Do you want me out of your life then Elena?" he asked, raising an eyebrow. "Is that what I have to do to make it so you don't hate me anymore?"

Elena's eyes widened. "No of course not," she said shaking her head. "That isn't going to fix anything." He was her rock. He helped her through everything even when the world was coming down around her ears. If Damon wasn't in her life, everything would turn to chaos, and she would let it. She'd shut down and if the world ended, she wouldn't care.

Damon closed the distance between them. "Then what Elena?"

He was practically begging her to make him some kind of list so that he could fix this, but she didn't have the answers. "I don't know," she whimpered. "You said you saw his ring but I'm having a really hard time believing you." Tears welled in her eyes as her throat swelled. "What did I do that was wrong? How could I have pushed you so far?"

"Listen to me," he said, cradling her cheeks. "You didn't do anything. I had way too much to drink and a very unpleasant visit from Katherine."

Katherine, Damon and alcohol was a very deadly combination. Maybe he had been trying to tell her that before and she hadn't been listening. "She came to see you?" she asked, her brows creased. "Why? I thought she wanted… thought she was here for Stefan." When she first heard that Katherine was here for her boyfriend, she had been consumed with jealousy and the need to keep what was hers. But over the last few days, she became confused at which brother she needed to protect.

"She is," he confirmed nodding. "She felt the need to remind me. Let me know how much she loves Stefan. How it's always been Stefan."

Elena gasped in horror at the reality of what that night had done to Damon. Between her and Katherine, he had lost it. "Oh Damon," she said, shaking her head. "I'm so sorry… I wasn't trying to hurt you… I just thought you had too much to drink." She thought he had just been being himself and not thinking clearly. But he had been serious that night. He just wanted someone to tell him that Stefan wasn't everyone's first choice. She had failed. And she had placed the last knife in his back. She had lit the fuse that created Damon's explosion.

"One day she was back," Damon said sadly. "And she ruined everything. No wonder Stefan thought I was going to explode." She had told Stefan to not bring Katherine up to Damon. He couldn't handle it. Stefan had done his job, but she hadn't done hers.

All this time, she had been going crazy trying to figure out a way to repair all the damage that had been done. She could feel a lot of her anger seep out of her bones as she grasped his hand. "Come on," she said sniffling as she led him to the couch. "I don't know how we're going to get through this. But I want to. I don't want to fight with you."

"Don't want to fight with you either," he agreed, rubbing the back of her hand with this thumb.

"Damon… I love Stefan," she said sadly. "I need you to be okay with that if we're ever going to be friends. " The words felt foreign to her ears, wrong. Was she trying to convince herself or Damon that she loved Stefan.

"I know you do," he said with a sigh folding his muscular arms over his chest.

"And that doesn't make it hurt any less," she mumbled.

"Not really," he said. "But it is what it is."

"I don't know how to make this better Damon," she whispered. "It's killing me to do this to you."

"When this Katherine stuff is over and I'm sure that you're safe, I'll leave you and Stefan alone," he said softly, staring at some spot on the wall. "Time to let all this crap go."

For a moment, she just stared at him with sparkling eyes. A life without Damon? She felt sick just thinking about it. "I want you in my life Damon," she whispered, moving closer to him. She cradled his cheek to turn his gaze back to hers. "I trust you. I know that you'd always be there for me."

"Elena," he whispered, leaning into her touch. "You're my best friend. But I'm in love with you. And being this close to you, all the time, its driving me insane."

She took a deep breath to try to clear the lump in her throat as she struggled with her feelings. "I can live without Stefan," she finally said in a hoarse voice. "I can't…. nor do I want to live without you." And that very bold line she had drawn between them to keep them friends was suddenly erased. She couldn't take those words back.

Damon turned his body towards her. "And what does that mean?" he asked.

Her thumb stroked over his cheek bones. "Means you need to be kissing me right now," she said, tilting her head towards him.