By Tenshi Noyo Ryu Taiga

Disclaimer: I do not own the Vampire Diaries or any of it's characters.

Summary: Behind the scenes Caroline/Damon action for S02xE03: Bad Moon Rising through S02xE7 Masquerade.

Chapter One:

"So, I see you had quite a bit of fun while I was away," Damon smirked up at her over a glass of scotch.

Caroline rolled her eyes, but ignored the comment, not in the mood to deal with Damon. She and Stefan had just come back from reporting the "animal attack" on Matt to her mom, the Sheriff. Stefan, seeing that Damon was home from researching Katherine at Duke (and thus realizing Elana must be home too), asked Caroline if she was okay. Caroline, sensing that Stefan wanted to go meet up with his girlfriend to see how the research went, nodded and said she just needed to think.

Stefan smiled and pulled Caroline into a hug. He whispered that he'd be back later if she wanted to wait for him so that they could talk about her decision regarding what to do about Matt. Caroline didn't say a word, but she nodded weakly against his chest before putting on a fake smile and practically shoving him out the door.

Now, she was left alone with Damon, sitting in their Library thinking about whether she wanted to leave Matt or not. Stefan had told her himself that he should have walked away from Elena, but he couldn't. Caroline knew that she loved Matt and because of that, she could walk away. If it meant he would live, she would leave Matt behind. But was it the right thing to do? Stefan didn't walk away. He stayed and he fought to be with Elena. Caroline knew that they were happy together, so what should she do? What should she choose? If she walked away, she's keeping him safe; if she stayed, she's being selfish. Or, if she walked away, she's giving up and if she stayed she's staying strong.

Caroline shook her head and groaned before walking up to the liquor cart and pouring herself a scotch as well. She felt Damon's eyes on her back, watching her movements.

"Do you want to talk about it?" He asked.

Caroline turned suspicious eyes to him, "You want me to talk about my boy problems with you? Wouldn't that be weird? You're my ex-boyfriend and not a fan of… well, anyone, really."

Damon rolled her eyes, clearly trying to illustrate that she was being dramatic, "I'm bored. And as your ex, I have knowledge that might help you deal with your current boyfriend."

She sighed, but sat on the couch next to him, "I fed on Matt. We were kissing and he accidentally cut himself… and I just went crazy. If Stefan hadn't stopped me… I think I would have killed him."

Damon sighed in exasperation, "Well, yeah. That's the point. You're a vampire. He's food. You don't see humans trying to make out with a hamburger, do you?"

The blonde glared, "You've played with your food."

"But I always thought of them as food," He countered, seeing the small flinch she gave. This time last year, she was his meal.

She continued on, ignoring his comment, "Stefan thinks I should break up with him, but he won't say anything because he knows it will make him a hypocrite. I think I should too, but then I see Stefan and Elena. I mean, it's hard, but they're working things out. So then I wonder whether I'm just giving up and taking the easy way out."

Damon watched the girl for a few moments. She was clearly feeling troubled and in need of help. Damon sighed. It's not like he was a good guy, since when did he care about others' pain? Maybe it was because Elena now thought that there were no redeemable qualities in him. Maybe that's why he spoke, "Stefan wasn't always this in control of his hunger. When he was first turned, he was a monster; worse than me. He would compel girls to follow him home; to amuse him. They'd sing, dance, play music… all to keep him entertained… entertained and well fed."

Caroline looked at Damon with disbelieving eyes. There was no way that Stefan, Stefan, could be worse than Damon. But Caroline knew Damon, knew when he was lying and she could only see truth in his face as he continued.

"It wasn't until he met Lexi, his best friend and an experienced vampire, that he became the vampire you see today, but even still. Get a little human blood in him and he'll revert back. He always does. Stefan goes through long periods on the animal diet, but once every forty or fifty years, he breaks. One sip of human and its right back to the compulsion and the killing. In fact, Stefan had a relapse just a few months ago at that Miss Mystic thing. What was that girl's name?"

"Amber," Caroline whispered, pieces falling into place in her mind. Because she knew that Amber had to have been a vampire attack, but she never figured out how Damon did it, since he had been escorting Elena the whole night. To think it had been Stefan…

Damon smirked slightly, seeing that he had just greatly altered the blonde's opinion on his saintly little brother, "Anyway, the point is, Stefan has more than a hundred years worth of control and he still falters. You're still new. You have no real control. I'll admit, you're learning fast. I'd go so far as to admit you're kind of a natural. I've never heard of a vampire picking up on skills the way you have. And to learn compulsion with no prior teaching? It's impressive. But that doesn't make you a match for the hunger."

Caroline didn't want to hear that. She knew that it was the truth, but… she wasn't ready to hear how she had to give up on Matt. Caroline had talked to Damon because she wanted his opinion, but she realized now that she wasn't ready to hear it. What she had really wanted to hear was that she could do it. She could conquer her hunger and love Matt and all would be right in the world. Caroline wasn't ready for reality.

She literally growled at Damon. She had no idea where the sound she was making was coming from, but she could feel it thundering through her diaphragm as her lips pulled back to bare her fangs and her eyes grew dark and hungry.

Damon merely smirked in amusement at her reaction. He was 169 years old. He could take a newly turned vampire easy.

Enraged beyond reason at his amusement, Caroline threw herself at him, enjoying the slight widening of his eyes in surprise as his arms immediately came up to block her inexperienced blows. His fast reaction only fueled her anger. In the back of her mind, she knew this wasn't right. She had always had a temper, but she had never been a violent person in life. She could hear Stefan's voice reminding her, "When someone becomes a vampire, all of their natural behaviors get amplified."

Damon was also confused. Even when he had used and abused her as his own personal blood bag, she had never fought back. In Damon's vast experience with an upset Caroline, he knew that when she got angry, she yelled and when she got really angry she would scream until her voice went hoarse and tears fell down her cheeks before she would then allow herself to collapse in a tired mess only to wake up feeling weary but infinitely better.

Caroline saw his moment of distraction and used it to swipe at his face, leaving two angry, but rapidly healing, red scratches on the top of his left cheek. Now, Damon was annoyed.

Snarling, Damon quickly turned the tables, rolling Caroline underneath him and pinning her with no hope of escape. She flailed and tried to buck him off her, but she was young and inexperienced and it would be an understatement to say he was not.

"What, exactly, are you hoping to accomplish here?" He asked with a smirk.

Caroline looked up into his blue-grey eyes and wordlessly bared her teeth. She couldn't give an answer; she didn't really have one. He just made her so mad! But as she stared up at him, she began to remember. It was a familiar position- her on the ground with him hovering arrogantly over her, her arms pinned above her and his legs straddling her own to keep her from moving.

Slowly, her face began to change back, her fangs withdrawing and her eyes lightening back into their normal bright blue shade. Damon looked on curiously, wondering what caused her shift back into calmness. The girl was almost as bi-polar as he was.

Caroline took in his face. His relaxed facial expressions, the hint of a smile on his lips and his grey eyes wandering over her own face as if trying to work out a puzzle he didn't quite understand. Before Caroline realized what she was doing, she had already leaned her head upwards and had captured Damon's lips in a light kiss.

She didn't have to open her eyes to know that Damon's eyes had grown wide and his eyebrows had just shot up to his hairline. For several months last year, Damon was her world. She knew everything about the way he walked, talked and acted. She knew exactly what his face would look like if she opened her eyes, but she didn't. Opening her eyes would mean meeting his gaze and that could prove to be the most embarrassing thing she would ever experience. No, she preferred keeping her eyes firmly shut and staying in her realm of delusion.

She briefly wondered why she kissed him, but the answer came quickly to her mind. The things she felt as a human are amplified as a vampire. The emotions and feelings that Damon was capable of evoking within her were always hate, fear and enough passion and lust to make a nun pray for a vibrator. She shivered slightly as she realized what this meant. She couldn't imagine wanting Damon Salvatore more than she already had.

Damon felt her soft lips on his own and wondered what exactly Blondie was thinking. Was this some sort of trick to escape his hold? But several seconds went by and Caroline didn't move her lips. It wasn't even really a kiss; just a pressing of their two mouths. Sensing that Caroline was not going to do anything else, he realized she was leaving the ball in his court, so he unwrapped one hand from her wrist and brought it down to gently caress her cheek as he shut his eyes and began kissing her in earnest.

Caroline groaned as she wrapped her freed limb across his shoulders. Seeing that she wasn't trying anything, Damon released her other hand, giving him the freedom to sink his into her silky golden locks. Caroline also used the opportunity to sneak her arm under his own and to wrap it around him.

As Damon's tongue reached out to meet her own, Damon realized that he was kissing Caroline Forbes. When he and Caroline had been dating, the most affection they gave was a relatively chaste kiss on the lips and that was in public. In private, their kisses usually only occurred when they were about to or were in the middle of having sex. Damon couldn't put up with the whiny brat. So why was he here, kissing her in his parlor?

Damon shoved that thought to the back of his mind to be pondered at a later date. Never one to let an opportunity to pass him by, Damon began kissing her harder, pouring more passion into it, creating more intensity and need as he physically shifted so that his body was now cradled between her legs.

Caroline responded immediately to the shocks of intense lust Damon had always been able to create within her. As soon as his body settled between hers, she locked her long legs around him, bringing her denim clad core to his growing bulge. Damon let out a hiss into her mouth before pulling back to reattach his lips to her neck while one of his hands wandered up her t-shirt to lay flat at the top of her ribs. His thumb lightly caressed the underside of her breast through her silk bra. The other hand moved to help her remove her leather jacket. His lips moved to find hers again and as soon as he felt her shrug out of her sleeves, he raised her white butterfly shirt up and over her head as well.

Damon stared down at the blonde whose lips were swollen with borrowed blood and whose chest was heaving with unneeded air. His eyes trailed down to her breasts which were encased in a simple white silk bra and then down her toned stomach to her jeans. He reached out to unbutton and unzip them, but before he could push them past her hips, she let out a whine, causing his eyes to meet hers again.

Caroline didn't like how dressed Damon was. She was basically topless and was soon going to be without her jeans, whereas he had yet to remove a single article of clothing. She reached out and tugged on his shirt. Damon took the hint and leaned back enough to pull it over his head. Satisfied that his level of nudity now matched her own, she reached down and wiggled her hips, slipping her jeans down her legs and using her toes to remove them completely.

Damon groaned at the sight of her in her sexy, but mismatched underwear. He also removed his jeans before scooting down her body that that his face was level with her lower stomach. She shivered at the feel of his cool breath on her and then shivered again for a completely different reason. His lips and tongue trailed the harsh angles of her hip bone before making their way across her toned stomach to the other one to repeat the process. As he did this, he hooked his fingers into the lace of her black lace bikini style panties and lowered them slowly, his mouth soon following their path. Finally, as her underwear made it down to her thighs, he took the opportunity to give her slit a lick, gaining an appreciative scream in surprise as her body bucked in response.

Grinning, Damon slid her underwear all the way down her legs, allowing his hand to trail down her thigh and calf as he did so. Then he made his way up her body, easily moving her body slightly to reach behind her and unclasp her bra. Groaning at the sight of her naked beneath him, he briefly wondered why they broke up to begin with when she was so sexy and oh-so willing, but quickly pushed that thought aside as unimportant.

Damon knew that Caroline hadn't had sex since before her accident and thus briefly considered allowing his hand to wander down her body and into her wet cunt to prep her for his cock, but quickly decided against it. Their interactions so far were… normal. In comparison to their past sexual escapades, this would be considered positively soft and cuddly and he wasn't sure that he liked that idea. Caroline had always loved it rough and hard and by not scissoring her, he was just giving the girl what she wanted. The fact that this would mean she was all the more tighter around him was just an added bonus.

Caroline tugged his boxer briefs down and he kicked them out of the way. She gripped him firmly, his length a familiar weight in her hand. Wrapping her legs around his waist again, she whispered in his ear, "I'm ready," as she began leading him to her entrance. Normally, she might have been embarrassed at how easily she became wet for him, but she had long since realized that he was Damon Salvatore and she would always want him.

Damon groaned as he slipped in halfway before pulling out to harshly slam into her fully. Caroline let out a loud moan in his ear at the feeling of sudden, borderline painful, fullness. Not giving her time to properly adjust, Damon started a hard rhythm that had Caroline loudly moaning his name as she gripped onto his body. Soon, Damon flipped them over, watching as she rode him, her breasts bouncing enticingly. He allowed his eyes to wander south, groaning at the sight of him disappearing into her body. Dragging his eyes away, he reached up and forcefully brought Caroline's face toward his. She let out a whimper at the delicious change in angle as he captured her lips in a bruising kiss.

Sensing the end near, Damon flipped them back over and grabbed her leg, hoisting it high until it was slung over his shoulder, allowing his hard thrusts to penetrate even deeper. Caroline's moans began getting louder as his powerful thrusts began hitting her cervix. Damon let out a growl, knowing that she was close and that he wasn't too far behind. He reached down and began rubbing her clit in time to each penetration. Caroline suddenly quieted; a sign he knew to mean that she was seconds from coming. Giving her clit a last pinch, he felt her clamp down so hard, he swore he saw stars as he came to the loud scream of his name and the feeling of her nails gouging his back.

It took several minutes for Caroline to stop shaking and to gain enough motor function to unwrap her one leg from his waist and to drop the other from his shoulder. Damon withdrew and collapsed on the floor next to her, still panting harshly.

"Well, that was… interesting," Damon smirked, looking at the blonde out of the corner of his eye.

She frowned and refused to acknowledge his comment. Sighing, she reached out a hand and began to listlessly toy with the edge of her leather jacket. She had no idea why she just slept with Damon. It's not as though it never happened before because it had. A lot. But that was while they were dating and that was a year ago. Now, she was with… Matt!

Caroline's eyes widened. Oh, no. How could she forget about Matt? Poor, sweet Matt. Groaning, Caroline flung an arm over her eyes. She couldn't believe that she cheated on Matt. Sure, she was going to break up with him. You know something is the right decision if both Stefan and Damon agreed on something, but still. Matt had been so good to her; he did not deserve this.

"Thinking about the boyfriend, hmm?" Damon asked, reading her actions easily. He had always been able to sense Caroline in the back of his mind. That was what happened when you continually compelled a person. It was how he was able to call out to her when he was trapped in the basement and he suspected it was the reason she was always so good at reading him. After she transitioned, the connection became stronger. Probably due to the fact that while Katherine had been the one to kill her, it was Damon's blood in her system, thus making him her sire.

Caroline ignored Damon's accurate guess. Ugh, Damon! Why the crap did she do this? One minute they were fighting and the next they were going at it like bunnies in heat… wait, do bunnies go into heat?

She shook her head slightly. God, being a vampire was so annoying. Sure, the strength, speed and compulsion were awesome, but she hated her inability to focus and her overly neurotic, control-freak responses. And now, add to that an apparent need to have sex with Damon of all people.

All she remembered was looking him in the eye. She meant really looking at him; taking in his high cheekbones, his sharp jaw with a slight stubble and those eyes. And suddenly, it was like all her hatred and anger and frustration went away and all that was left was an aching need between her thighs for him.

Apparently, one of those "natural behaviors" that got amplified after she turned was the need to have sex with Damon Salvatore.

This could not end well.

Looking up from her musings, Caroline noticed that Damon had thrown on his pants and was making his way towards the cellar door. She briefly wondered why, but then figured it was probably to get more alcohol.

And that was another thing. Why did she suddenly know so much about him? After they dated, she was always good at picking up his emotions, but this was on a completely different level. Like earlier when she knew his reaction to her kiss without having to open her eyes and now, knowing what he wanted without him saying a word. What was up with that?

Sighing at yet another mystery in her already too complicated life, Caroline got up and began redressing. She swiftly made her way to the door. Just as she was about to reach out for the handle, the door swung open to reveal Stefan.

"Caroline?" He asked, "You're leaving already? I thought you-" He abruptly stopped speaking taking in her ruffled hair and the scent of sex still on her. There was only one other person in the house… which meant, "You didn't."

Caroline sighed yet again. This day was not turning out as she had planned at all.

Sensing that she was not up to talking about it, Stefan spoke simply, "Are you sure you know what you're doing?" he asked, a worried furrow in his brow.

She scoffed, "No. Not even a little. I have no idea what I'm doing or thinking. I just know that I needed him for a little while. I needed to forget the crap that is my life."

Stefan looked at her with understanding in his eyes.

"Please, Stefan. You can't tell anyone. Especially not Elena," Caroline begged. She couldn't bare it if the others knew about her… indiscretions. Not only had she slept with her mildly abusive ex-boyfriend, but she had cheated on Matt. Sweet, sweet Matt who did nothing wrong except love her. She couldn't bare the stares her friends would give her and worse, she couldn't bare it if Matt ever found out what she did.

Caroline looked so worried that Stefan could only agree. He didn't like keeping things from his girlfriend, but Caroline needed him, needed to be able to trust him, "Okay. I won't say a thing. You have my word."

Her shoulders sagged in relief, "Thank you."

She walked past him towards the still open door, "You heading home?" He asked.

Caroline paused, "No. Matt texted me earlier. He wants me to meet him at the Grill. I need to end this tonight. I might not have the strength tomorrow."

Stefan nodded, "I understand," as she walked through the door.