Elena closed the door to her bedroom as tears stung her eyes. She dropped the book Damon had given her before burying her face in her pillow as she allowed the tears to flow over her cheeks. She never felt so horrible. Damon deserved to be kicked out of her life for what he did, but why did it hurt so bad? She pulled her knees up to her chest as she tried to make the heart ache stop, knowing it was useless. Damon was her best friend. He had taken an arrow in the back for her. If that arrow had hit her, she'd be dead. But he had killed her brother and just admitted that he didn't see the ring. How could she forgive him? The bed dipped and her head shot up, revealing Jeremy. "I'm fine," she said, wiping her tears.

"I saw Damon outside," Jeremy said softly. "You're not fine Elena."

Elena sniffled and sat up. "He killed you Jeremy," she said firmly. "And he didn't see your ring. I can't forgive him for that." The pain she had felt at the thought that she could lose her brother, her last real family, had nearly ripped her apart, but things between her and Damon, could never be the same.

"But you want to," he stated.

God help her she did. "I'm not going to," she said shaking her head. She never thought it would hurt this bad to lose Damon. Never. She knew she cared about him. Almost losing him in the fire had been a serious wake up call for her. But of course after that, everything fell apart. She hadn't had a chance to solidify her friendship with him before Katherine had destroyed everything they had built together.

"But you want to," he repeated with a sigh. "Elena, Damon's in a lot of pain right now. And I mean… a lot. It makes us do crazy things. He wouldn't hurt you so he came after me. The guy loves you. He'd do anything for you. You care about him. You'd do anything for him in return as well."

Elena stared at the comforter of her bed. "This isn't like him," she admitted. "I mean…what he did. I know he would never hurt me. So I know something is wrong. But I'm angry at him. I have a right to be." How could she ever forgive the man for killing her brother? It was only one mistake, but it had been the worst one.

"I know," Jeremy said. "What I also know is that he is head over heels for you Elena. But I think he'd rather have you in his life as just a friend then not at all."

If Elena was truthful with herself, she needed Damon's friendship too. She relied on him, more than Stefan. "Okay," she said, climbing out of bed. "I'm going."

However when she arrived at the boarding house, Damon was no where to be seen. He was probably out getting drunk somewhere, and she couldn't blame him. She hadn't been very nice to him today. She rubbed her swollen eyes and nearly jumped out of her skin when the front door opened and Damon walked in, a look of surprise on his face.

"Hi," she said softly as she wrung her hands nervously. Stefan said he was doing a couple last things with Caroline so hopefully she could have some privacy with Damon to work this out.

"What can I do for you?" Damon asked moving around her to head for the bar. "More salt for my wounds?" His voice was cold, icy, much like the way he used to be before they had become close. She didn't know what she would do if Damon went back to killing people. If he became a danger to her.

Elena flinched slightly at his words. "I'm sorry I said that," she said firmly. "I didn't mean it. I'm still mad at you, but I don't want you out of my life." She had hurt him with her words earlier, and she couldn't take them back but hopefully she could make up for it.

"I'm sure," he said, downing the amber liquid in one swallow.

Elena bit her lip, knowing that he was just putting the walls back up around himself. Walls he had spent over a century building that she was constantly tearing down. She decided to still at least try to find out what happened, hoping to soften him along the way. "I was hoping we could talk," she said softly. "I know that you had… a lot to drink that night and you saw Katherine at some point. What happened?"

"Not of importance," he said with a shrug as he poured a second drink.

"It is Damon," she said taking a step toward him. "She really upset you and you needed me to be there for you and I wasn't. And I'm so sorry Damon. I am."

"I'm fine Elena," he said turning to face her. "No need to worry about me… exploding." Despite his voice, his eyes were gentle and caring. He looked sad almost to be standing in front of her. She did break his heart into a million pieces.

Elena crossed her arms. "You wanted to talk to me an hour ago." Did he always have to be so stubborn? Was this how he lived his life, fighting everyone every step of the way?

He raised an eyebrow. "And you didn't," he pointed out. "You made it very clear that I'm nothing to you."

"You tried to kill Jeremy!" she flared, tears in her eyes. "That was your intention because you didn't see his ring. God Damon I should be allowed to be a little upset with you. You say you love me and that we have some kind of connection but then you turn around and snap my brother's neck without a second thought? What if you had killed him Damon? Does it even matter to you how I would have felt if you killed my brother?"

"I said I was sorry," he said quietly. "And it does matter, you know it does. I just… I had a lot to drink. But you can't think I would ever risk this again? I would never risk losing you from my life forever."

"Then tell me what happened," she pleased, softening her eyes and her stance. "Please." It would help her understand what was happening with them. Anything that involved Katherine was going to be bad, but she had to know. They couldn't work through it if he wasn't honest with her. She knew how scary it could be to open up to someone and admit their feelings.

Damon folded his arms. "Katherine showed up to say goodbye and started her head games," he said. "And some really lonely and really drunk side of me still loved her. So I told her that I would forget everything she's done to me over the last century. Except she told me that she never loved me." he smiled bitterly. "Guess I'm the one that got fooled all these years."

Tears stung her eyes once more and she wordlessly wrapped her arms around his shoulders, hugging him tightly. "Damon I'm so sorry," she said pressing her face to his shoulder. "I wish you had told me." So Katherine had broken his heart before he had showed up in her room. He needed a little comfort and she didn't give it. She had lit the fuse.

"How does that make a difference?" he asked, gently pushing her away from him. "You're actions would have still been the same. You would still be in love with Stefan."

"If you hadn't tried to kiss me, my thoughts wouldn't have been all jumbled," she said with a frown. "Everything got out of hand after that." She had thought about kissing Damon on more than one occasion and she dreamed about it more often then she cared to admit. She never imagined him trying to make her realize her feelings. He had scared her and she had done the only thing she could and declared her love for Stefan.

Damon smirked and took a step toward her. "If my kissing you causes confusion Elena, maybe we should do it again and do it right," he suggested.

Her eyes flickered to his lips for a fraction of a second. "I can't," Elena whispered. "It's not fair to you or me or Stefan." She couldn't bare to hurt Stefan, he had done so much for her.

"Then what do you want from me?" he asked, moving away from her to head back to his liquor.

"I want my friend back," she whispered. She didn't want the tension anymore, the awkwardness. She wanted them to go back to the way they were before, the banter, the playfulness.

"I don't think I could be that for you anymore," he said sadly.

"So it's what… all or nothing now?" She didn't like that he had changed his mind so quickly. So easily he was willing to throw everything away that they had together.

"You just don't get it Elena," he said. "You're in love with Stefan and I know that's not about to change. But I deserve to be happy."

"Yes you do," she agreed. Everyone deserved happiness, and after all the good Damon had done for her, he definitely deserved to be happy.

"So it's better this way," Damon said shrugging. "You're going to be better off if we're not friends."

"I think that's silly," she mumbled.

"Not you're heart on the line."

Elena opened her mouth to say something but the front door opened and Stefan tumbled in with Katherine's lips attached to his. They wouldn't have seen the two brunettes if a startled gasp hadn't escaped Elena's lips.

Stefan froze seeing his girlfriend now huddled behind Damon. "Elena…"

Her hands fisted in Damon's shirt. "I can't be here," she whimpered.

Damon wrapped his arms tightly around her and in a blur he had her outside and away from Stefan. In a daze she climbed into the passenger seat, having no trouble letting him drive her car. "Where to?" he asked, pulling out of the driveway.

"Anywhere but here," she said staring out the window. Her stomach hurt, her head hurt. She couldn't focus. Between what was happening between her and Damon and now what she just witnessed, her brain wanted to shut down. But what she was able to focus on, was even though he wanted to distance himself from her, when she was hurting he was there.

Damon covered her hand and squeezed it softly. "I'm sorry you had to see that," he said.

"It's just been tearing me apart having feelings for both of you and how to explain it to Stefan," she said sadly. "Except while I was feeling all these guilt and confusion he was with her. Some saint."

Damon decided to change the subject. "Do you want to stop and grab an over night bag?" he asked. "We won't be gone long, not with everything else going on."

"My brain isn't working," she said, staring at her lap as she wiped a lone tear from her eye. "I don't know what I need." She just wanted to run, far away from everything and hide. She didn't want to keep doing this over and over again.

He pulled into her driveway, following her almost stoic movements up the door. "Just grab a change of clothes, your phone charger and your girly stuff," he said. "I will handle the rest."

"Thank you," she whispered. "I know this isn't really your thing…"

"Anything that involves you Elena is 'my thing'," he said softly. "Go grab your stuff and I'll smooth things over with your aunt."

Elena gave him a shaky smile and headed inside up to her room, leaving Damon to deal with the wrath of Jenna. With a sigh he moved into the kitchen where Jenna was doing dishes. "Jenna," he greeted. He believed Jenna didn't like him for the sheer fact that he kissed Elena, and she had to be on Elena's side for this.

"Damon," she said, pausing and drying her hands. "What can I do for you?"

"I realize I'm not your favorite person after what you saw on the porch," he said folding his arms. "But Elena and I have worked it out."

Jenna raised an eyebrow. "Elena is a big girl," she said. "I don't pry into her business. I trust her to do the right thing, and… she can make her own choices." She dropped the towel on the counter and folded her arms. "We all see how you look at her, how much you care and it must be hard when she's in love with your brother."

Damon resisted an eye roll. "I'm taking her out of town for a day, two tops," he said carefully. He didn't want everyone to know the extent of his feelings for the girl. That would just complicate it more when she worked things out with Stefan.

"And Elena is okay with that?" Jenna asked. "What about Stefan?"

"Stefan's not in the picture at the moment," Damon said, his voice shorter than he intended. He just wanted to rip his brother apart for hurting Elena, with Katherine of all people. "I wouldn't force Elena to do anything she didn't want to do."

Jenna sighed. "I know that," she said. "Like I said she's a big girl."

"He'll take good care of me Jenna," Elena said coming from the hall. "And when he brings me back we can talk, okay?"

"Just be careful," Jenna said. "Damon, no threat needed."

Damon smiled. "She'll be safe," he said. "She's always safe with me."

"Come on," Elena said. "My house isn't big enough for this ego." She inhaled the night air, feeling slightly better than an hour ago as they got back into her car. "That was sweet of you. I'm going to tell Jenna the truth when we get back. The lies are getting.. Out of control. Can't keep it from her forever." She let out a deep breath. "So where are we going? Because truthfully, I'm tired of road trips." Riding with Damon to and from Duke had been awkward and tense as hell and she could do without the confining spaces of a car for awhile.

"Just outside of town," he said with a chuckle. "Tired of cars myself."

Damon pulled up in front of a hotel that looked like it cost more than her house to stay here for one night. "You always flaunt your wealth?" she teased, getting out of the car, smiling a little as he grabbed her bag.

"Why shouldn't I?" he asked, dropping an arm around her shoulders. "I like style Elena, always have. Besides, its not really a vacation if you don't get something… awesome out of it. No one else to spend it on, so just enjoy something for once."

Despite supposed to be friends, she still leaned against him as they went inside. Damon retrieved their key from the desk clerk and they went up two floors. Elena was more than surprised to find a suite with two bedrooms, a mini bar that Damon immediately went to. "Do I make you drink a lot?" she asked sitting on a stool.

Damon paused for a moment. "I drink because it gives me something else to do besides feel hungry," he said, meeting her eyes. "And when… I started caring about people, yeah I started to drink more."

"So it is me," she said somewhat sadly. She made him feel more like a man everyday and she knew that he cared about people because she did. Everything he did was for her.

"Last few weeks, with Katherine and everything, yeah I've drank a lot more than your average fish," he muttered. "I just want her out of my life, to stop ruining it. I can't… fix anything if she's around."

"She doesn't deserve this from you," she said shaking her head. "You're so much better than her."

"Am I?" he asked, raising his eyebrow. "I killed your brother."

"I know that," she snapped. "But you needed me and I wasn't there for you. I should have known as soon as you told me that you kissed her that things weren't okay. She knows you love me and she twisted it to fit her own sick plan." She was just to blind to everyone else's pain because she was so worried about her own skin and Katherine being in town. Honestly, Damon wasn't at the top of her list, but he was now.

"I knew you wanted to be friends," he said. "I just liked teasing you, there wasn't any harm in it. We had fun together, and I made you laugh. But when I thought that there might be a chance that you felt the same, things just got way out of hand. And I couldn't make it stop."

Tears sparkled in her eyes. "When you dropped me off, Jeremy found me in my room," she said softly. "I was upset and he saw us together, and he said that I shouldn't hate because I thought I had to for him. He said I should try to find out what made you snap and hurt him, because we know that you would never hurt me."

Damon shook his head. "If I had hurt you…" he couldn't even imagine if he had something to Elena, to cause her physical harm. He definitely wouldn't be here now.

Elena moved around the bar and hugged him without question. "But you didn't. You didn't Damon," she said. "You got lucky with the ring, like you said and I've never been so thankful. But you're honest with me and I know you need me. I know you will never lose control again because I will always be here with you."

"Listen to me," he said, pulling back slightly to stare down at her. "These last few weeks have been hell for Elena. I could never go through that again, being so lost. And if you still love Stefan, that is okay. I promise we can be friends. I'll make it work. He might just be trying to lure her out, as a game. But I need you in my life, even if we're just friends."

Her heart swelled with emotion and she felt like a Mack truck ran her over. "I could never go back to Stefan," she said softly. "Not now. I would never be able to forget what you have."

Damon inhaled sharply and his hands cradled her cheeks, his head resting against hers. "You're so amazing," he whispered. "And if you're sure about us, I'll give you everything I have."

"I'm sure," she said, her hands tightening around him. "And I'll do the same for you."

Damon's lips lowered to hers, cradling her against him. She rubbed against him, pulling back to gasp for air as his lips moved down the column of her neck. "We should stop," he said, even as he backed her against a wall. "We can wait."

She could barely focus on what he was saying, her hands running through his hair as she struggled to breathe. "Doesn't feel like you want to stop," she panted. Her head was dizzy with lust but the logical part of her brain was starting to kick in. She knew they should stop. If they didn't go slow, it would all be over too soon and something would go wrong. The connection between them was already too fragile, they couldn't rock it just yet.

He growled as his hips ground against hers. "That's because I don't," he said softly. "But it feels too fast."

Elena whimpered but nodded. "Right, I'm sorry," she said. "Too fast."

"For you Elena," he clarified. "You really just broke up with Stefan and you're going to feel bad in the morning." He ran his fingers through her chocolate locks. "We have all the time in the world, there is no reason to rush."

She was amazed at how well he knew her and she smiled before kissing him gently. "So what should we do then?"

"You go change and we can watch a movie," he said, his hold loosening around her.

"So normal like," she teased. "But I like it." she moved around him to grab her bag and headed into one of the bathrooms. She felt much better as she dragged her dreary clothes off and slid into her pajamas. She glanced in the mirror at her swollen eyes and red face but she was okay. Her heart still hurt from Stefan's betrayal but at the same time, all the guilt she had for feeling for Damon was gone. Her heart would heal, with Damon's help, as would his.