Elena inhaled softly as she slowly swam back to consciousness. Her cheek was pillowed against a rock solid chest, the dark curtains keeping the sunlight from filtering through. Her eyes traveled up the chest and fell on Damon's peaceful face and she smiled warmly. Last night had been hell for them both and she knew there was so much more to work out. She just knew she couldn't let him leave, no matter what it took. He was angry at her, and she understood that, but she couldn't lose him. He was so important to her, they had gotten so close the last few weeks and in one night she had almost lost it all. She was a little sad for hurting Stefan, and there was still so much going on, she didn't want any extra drama. Her lips brushed against his softly, sighing as his arms tightened around her. "Hi," she whispered. She could definitely get used to waking up like this.

Damon's nose nuzzled against her. "Good morning beautiful," he said a smile curving on his lips. His eyes were sparkling such a brilliant shade of blue, so vibrant and happy. She had never seen such a side to him, so open and vulnerable, just for her. How could she not love this man? She had seen so much of him in the last 12 hours, things she would cherish for the rest of her life. He would never be that honest with anyone other than her. "How did you sleep?"

"Wonderful," she said propping her head in her hands as she stared at him. "Sorry I crashed on you." It wasn't like she had chickened out, just as soon as she had undressed and crawled under the covers, she was out like a light. She had been so tired lately, unable to get a good night's sleep, it felt good to relax for the first time in a long time.

He raised an eyebrow slightly. "It was a long night," he agreed, running his fingers through her tangled tresses. He didn't seem mad or accusatory; he was just letting her set the pace and ease into what she knew was going to be a rough conversation. He had questions, she owed him explanations for her actions.

"Yeah," she agreed, her fingers tracing invisible patterns on his bare chest. On more then one occasion she had dreamed of his beautiful body, and her lips tasting every inch of him. "I was going to wait, until after Klaus, to tell you. I was just… scared I guess. There was so much going on, there is still a lot going on, I just knew I couldn't lose you." She had wanted it to be right, special, and not rushed. But there was so little time, so little guarantee of what was to come for her.

"And what about Stefan?" he asked, his knee sneaking between hers. She felt the need herself, to be close to him. Her toes touched his gently, just making simple, affectionate gestures. She wanted to reassure him that she was serious about her feelings, as much as reassure herself that this was really happening. "Just like that, you're gunna be with me?"

Elena opened her mouth to say something then closed it for a moment. "I love Stefan," she said, carefully, wanting to chose her words correctly. "It's just different now. We haven't been the same since Katherine came back. Other things became more important, and… feelings change. I just didn't want to hurt anyone, which just seemed to make it worse. You and I fought a lot more then we ever used to and I hated that and I'm so sorry that I hurt you."

Damon shook his head and cradled her cheek. "You do not have to apologize," he said softly, his thumb stroking over her cheek tenderly. "I know you cared about us both. And at first I was fine with us being friends, because when you hated me that was… awful. I thought I could handle you being with Stefan, and that was obviously not the case."

"You were really going to leave?" she whispered.

Damon sighed and rolled on his back, bending his arm to rest a hand behind his head. "Yes I was," he admitted. "How far I would have gotten before I felt bad… who can say. But probably not very. I was just tired of trying. Like you said, we always seemed to be fighting and it just seemed easier to run."

"I would have come after you, you know," she said in an obvious tone as she kissed him softly hopefully lightening the mood a little. His arms pulled her closer to him just slightly as he nibbled on her lower lip. "I'm just going to grab some clean clothes then we can… get out of here for a little bit before we have to talk to Elijah." That meant she had to go to Stefan's room and that unnerved her a little but Damon didn't make a comment. She knew that the Stefan issue wasn't going to go away over night with Damon, and she didn't want to make him uncomfortable. With a final kiss she climbed out of his bed and slid her jeans on under his shirt before leaving with a dumb smile on her face. She was barely paying attention as she made her way down the few steps of the hall to Stefan's room and without thinking she just walked right in, only to freeze in her tracks.

"Elena…" Caroline said, in horror. "This isn't what it looks like."

Elena stared at her friend with shock as she backed out of the room, ready to back track to the Damon's room. Numerous emotions fluttered through her, betrayal, hurt, confusion. It was her best friend. She had no right to Stefan, but she couldn't believe he would sleep with Caroline.

Caroline came flying out, a sheet wrapped around her body and grabbed her arm gently. "Elena, I'm so sorry."

Elena raised her devastated face as Damon joined them in the hall but she was at a loss for words. "Um… I should have knocked," she said in a dull voice. "It's none of my business." She waited for the brawl was she knew was going to come as soon as Damon opened his mouth to call his brother some profanity, but Damon's eyes hadn't left her face as his hand landed on the small of her back. She could feel tears prickling her eyes at his comfort but she blinked them away rapidly. "I'm… fine. Lets just go downstairs." She slipped passed him, swallowing the lump in her throat as her feet found each stair hastily.

"Elena," Damon said gently grabbing her wrist once they were in the living room. He tilted her face up to his and she could feel the tears spilling over her lids. She didn't want to burden him with her feelings about this. She didn't want him to think that she didn't mean anything she had said the last 24 hours. "It's okay to be upset."

The tension easily slipped out of her body. "It's not like this is easy for me," she mumbled. "I just…. don't want to dump this on you. Not like you want to hear about him."

Damon raised an eyebrow. "You're very silly," he said in a soft, amused voice. "I'm not a baby Elena. I'm very aware of the choice you made last night and just because you're not with him anymore doesn't mean the feelings aren't there."

"Can't you just call him a butthead and beat him up?" she asked hopefully, a smile finally curving on her lips. He always knew how to calm her down, how to cheer her up. He was always honest with her, always told her what was on her mind. She could handle this. Damon could handle her, and accept her.

He chuckled and wrapped his arms around her. "I could do that," he said, kissing her hair. "I can handle the Stefan stuff Elena. Been handling it for months now, just as long as you're honest with me." He had made mistakes along the way, ones that had bothered her deeply, but she was a forgiving person, and Damon was more than deserving. He was trying to change for her, he had changed for her, and she could no longer ignore that.

Caroline and Stefan came plowing down the stairs, now fully clothed. "Elena," Caroline said desperately. "We just had too much to drink."

Elena sighed into Damon's chest before pulling back slightly. "Stefan's sex life is his own business," she said. "I just… not used to knocking. I'll remember next time."

"I'm confused," Caroline said. "I thought… you'd be way madder than this." She could see her friend take in the way Damon held her, the possessive grasp they had on her hips. He had never touched her in such a way before, like she belonged to him, and he was only marking her in a subtle way and she didn't mind.

"Elena you left me," Stefan said sadly. "I'm sure you and Damon couldn't keep your hands off each other."

"Right," Elena said dryly. "I just pretended the last 2 years of my life didn't happen and hopped right into bed with your brother. Is that what you're heard Stefan? Were you so drunk you imagined me and Damon together? So to get back at me you slept with my friend?" She raised an eyebrow. "Good to know that's what you've thought of me all this time."

"I've known for some time now that you were in love with him," Stefan said. "I knew this was going to happen."

"Except we didn't sleep together," Damon said raising an eyebrow. "So stop being a jerk Stefan." Her body leaned closer to Damon's as she relaxed a little more.

"Let's just go," Elena said softly tugging on his hand. "No need for anymore fights." She moved around Caroline and Stefan and took a deep breath of fresh air once they were outside. She smiled up at Damon as they headed to his car. "I guess I should say thanks for not killing him."

Damon squeezed her hand. "He's a jerk," he said softly. "Not worth any tears. Lets stop by your house so you can change and… whatever else you do then I can take you to breakfast."

"Is that like a date?" she teased climbing into the passenger seat.

Damon laughed as he got behind the wheel. "Not my definition of a date no," he said. "Just breakfast between two people who happen to care about each other a lot. There'll be plenty of time for a date later."

"I can't wait," she said her smile growing as they left the boarding house.