Elena didn't know what she was going to say to Damon, but one thought was clear. He needed her. Now. She'd like to say she wasn't jealous, but she'd be lying. It had ripped apart her insides to see the way he had looked at Rose, he used to look at her that way. But she knew what he was doing, and why and she didn't blame him. Rose was a good friend to him, but now she was dying and Elena's knew there was nothing they could do. Their effort to find a cure for the bite had been futile and she knew Damon would have personally killed the wolf already if Rose hadn't been so sick.

School was taking up more time then she liked, getting ready for tests and what not, so she hadn't had proper time to be a good friend. She let herself into the boarding house early evening, not surprised to find Damon in front of the fire. Rose was screaming downstairs, in considerable pain and she moved across the living room to stand by him. Her arms easily slid around him, offering what little comfort she could.

Things had changed drastically between them since she had went on her suicide mission. She had a new out look on life and on a certain vampire, but she kept most of it to herself. But seeing Damon in pain like he was, made her question her decision to keep such a vital secret between them.

He hesitate for a second before hugging her back. "Hi," he said softly.

Her hand cradled the back of his skull. "Sorry I couldn't get here sooner," she said her voice full of regret. She almost expected him to push her away to tell her he was fine, so it surprised her when he hung on to her, when the sorrow filled his voice, she knew that something drastic has changed in him recently, something more than what she had seen in the past.

"Nothing you can do," he said numbly. "Nothing I can do." He trembled once against her. "Why can't I do anything right? Why can't I be happy?"

"I'm sorry," she whispered. She didn't have the answer. She wanted him to have happiness, he deserved to be loved, but that was a very touchy subject with her. She deeply cared about Damon and she didn't want just anyone to be in his life. He couldn't handle any more heartache.

"Isn't this cute," Rose drawled from the doorway. "Thought you were going to forget about her?"

"Leave," he said to Elena before crossing the room, reaching for her. "Let's go upstairs." She took a step toward the door, pausing when she heard what the sick vampiress had to say.

"I told you Damon," Rose said. "I don't love men who love other women." In a blur she had crossed the room and had Elena by the throat.

"Elena isn't part of this Rose," Damon said in a gentle voice. "You don't want to hurt her." She could see the worried look in Damon's eyes, his genuine fear. Rose had no control, no value really to human life, especially Elena's. Now being so sick, it could be so easy for her to snap her neck.

"She's the center of everything Damon," Rose flared. "She's the reason you're stuck in this god forsaken town. Klaus is going to kill everyone that matters to her, including you." Elena's heart sank at that, because it was the truth. Sooner or later, everyone was going to die because of her.

"That's my choice isn't it?" Damon took a step toward her. "Let go of her."

Elena inhaled sharply as Rose nuzzled her neck, her violent fingers wrapping a little tighter around Elena's windpipe. Rose was 400 years older than Damon, she could easily kill him, or her. It would take a simple flick of the wrist and her neck would be broken and she would be dead.

Damon's jaw clenched seeing Elena's neck exposed to Rose's fangs. "You know I'm not going to let you hurt her," he said.

"Because you love her," Rose growled. "Why? Why make yourself miserable Damon? You know you're never going to be good enough for her. She's always going to love Stefan." Tears leaked out of Elena's eyes and Rose chuckled. How much had Damon opened up to this woman about his feelings? It was like pulling teeth with Damon to get anywhere in a conversation. But Rose seemed to be able to figure Damon out so easily. "Aw she feels guilty." She buried her face in Elena's chocolate hair. "It'll only hurt for a minute."

"No!" Damon roared, charging his body in Rose's direction, knocking the smaller vampire to the floor, however Rose did not get up. "You okay?" He was by her side in a flash, his fingers gently examining her neck.

"I'm fine," Elena said, wiping her eyes. Her hands gently fell on his arms and she swallowed through the lump in her throat. It didn't hurt, it was just tight, but she was a little scared. "Thank you."

Damon hauled Rose's petite body into his arms and headed downstairs. In a matter of minutes he was back, his concerned eyes honing in on Elena as she stood in the middle of the living room. "She'll be locked up from now on."

She noticed how he kept his distance from her this time, as he often did. If she wasn't in danger or hurt, he stayed away from her, didn't touch. Just gazed on her with worry eyes and she hated that there was that wall between them now. Elena carefully approached him, her arms folded over her chest. "I guess we should talk."

"What about?" he asked as he poured himself a strong drink. She could have sworn she saw his body shaking but she couldn't be sure.

"You know I'm not with Stefan anymore right?" she asked carefully. She would have thought that Damon would have used her break up to try to weasel into her pants but he never did. He just kept her safe, no matter how much she yelled at him.

"What does that have to do with anything?" Damon asked, downing his drink.

"So you've been treating me like trash for months," she said sadly. Might as well have it out now. She might as well be a little honest with him. "You're doing an awful lot for someone who means nothing to you, making yourself miserable. Over someone who means nothing to you."

Damon raised an eyebrow. "You know you mean everything to me Elena," he said in a soft voice. She had never heard so much emotion from him in that one sentence and it made her heart swell. How could she ignore that? "Why are you bringing this up?"

"Hasn't really felt like it," she admitted. "No looks, or remarks. Nothing at all."

"You said we weren't friends anymore," he said, his jaw clenched. "And you have had yet to say otherwise." He rubbed his face. "I know you love Stefan."

Elena frowned and her hands gently framed his face. "I care about Stefan. He's done a lot of good things for me, but my feelings can change Damon," she whispered. She didn't know what came over her, why she felt the need to comfort him to solidify his belief in her, in them. She crossed a line, she had erased the line that kept them friends. How would she ever be able to draw it back. "My heart can change. Being without you, rips me apart and seeing you look at a woman the way you used to look at me…"

"Elena… she will never mean to me what you do," he said firmly, his body easily molding against hers, unable to pull away from her. "You're it for me Elena. What I thought I felt for Katherine, isn't even a fraction of what I feel for you. I've never felt this way about anyone and I'll never allow myself to feel that way again."

"Oh Damon," she said, leaning her forehead against his. She tried to look for a reason that she shouldn't be doing this but she couldn't find any. She could only hear a voice that sounded a lot like her mother, telling her that this was exactly where she needed to be. "I remember that night and I thought… it was the right thing. Thought I was supposed to be with Stefan and you seemed happy with Rose. Then things were starting to get worse and you're all I thought about. All I still think about."

Damon sighed and slumped into the arm chair. "Dreamed of hearing you say those words," he said. "But you don't want this Elena. A life with me isn't a fairy tale. Stefan can give you all that." He sounded defeated and tired. Nothing like the Damon she was used to.

She lowered herself onto the foot stool in front of him. "Don't you think I should get a choice?" she asked. She hadn't really prepared a speech or an argument to defend her choice to be with him. He had thrown her a little off guard.

"No," he said, leaning forward, gently grasping her hands. "If you choose to be with me Elena, you're choosing an eternity. I would never want that life for you and I'd never be able to give you up."

Elena bit her lip. "I'm glad you're being honest with me," she said. "Stefan would never turn me." But the thought had crossed her mind on more than one occasion. Especially over the last month or so with the thought of Klaus hanging over them. Both brothers had really stood out in their own way, confusing her over and over again.

"Which is why he's the better brother for you," he sadly. He was pushing her away, giving her up so she would hurt. But god this was killing her.

"Damon," she said, squeezing his hands. "You're very special to me. I'll never forget everything that you've done for me. You're in my heart and… I don't want to lose you. I can't."

"How can you stand to lose Stefan?" he asked, his eyebrows scrunching up in obvious confusion.

"I don't know," she said miserably. "Does that make me horrible?" She didn't know when her feelings had changed, she couldn't pin point when she fell out of love with Stefan.

"Of course not," he said pulling her close to him. "I want to be with you Elena, I do. I just… I couldn't bare to hurt you."

"I'd never be able to have a normal life Damon," she said. "I would compare everyone to you and it would never be enough. Never." She sniffled and nuzzled his chest. "I don't want anyone else."

"Oh Elena," he said kissing her hair. "You make it so hard to do the right thing."

"If this is wrong Damon, I don't want it to be right," she whispered.