"Can I tell you the rest in the morning?" Elena mumbled sleepily as she snuggled her face into her pillow.

Damon sighed and smiled. "Sure." He replied softly. He watched as she fell asleep, it was almost immediate. She was clearly exhausted and Damon's heart ached as he thought of the pain Elena was going through, with Stefan and Klaus and not to mention Jenna. He watched her for a while; she looked peaceful and relaxed something he'd not seen on her face for a while.

Damon knew he should go but he couldn't seem to drag himself away from her. He felt like he was somehow protecting her by staying and besides she hadn't actually told him to leave and get out of her bed… who was he kidding? Elena would be mad if he stayed the night… Just five more minutes he told himself.

When five minutes had been and gone three times over Damon decided he should go. Just as he rolled away she spoke.

"Damon." She mumbled.

"What's wrong?" he said quietly, rolling over to face her again, but he found she was still asleep.

"Damon…" she mumbled again sounding flustered, kicking she sheets off her.

If his heart had been beating it would surely be racing right now. Elena was dreaming about him! He settled down beside her again and resumed his observation.

She seemed a little restless now, her head was shaking a little and she was mumbling. Damon tried to understand and make sense of it but she wasn't making a lot clear. He lay flat on his back, just listening.

"Please." She said as she rolled over, her head resting on his chest, right leg thrown over his hip.

She snuggled into him and instantly seemed to settle, silence resumed except for her constant breathing. Damon was frozen in place, he didn't dare move. Why did he not leave before now? He could kick himself. He couldn't move without wakening her. Damon tried not to think about the way she was wrapped around him, he was already feeling his jeans tightening.

All was silent for the next hour and then she stirred.

"Please…" she said urgently making Damon jump. "No, not him!" she gripped his arm tightly, her body grinding into his on the most unfortunate place. He tried to ignore the glorious friction but his cock had other ideas.

"No, not Damon…not him, please!" she cried, half sobbing.

Damon was stunned, she was dreaming about him in danger. She wanted to save him.

"Damon! No, no, no….NO!" Elena jumped awake with a loud gasp. She scrambled away from him and clicked on the light, her wet eyes looking scared as they adjusted to the light. Her chest was heaving.

"Damon…" she sobbed. "I..I thought…" she broke down completely. Damon was shocked at the scene before him; he was lost for what to do.

"Elena…" he began but before he got the chance to say another word she threw herself at him. Her arms closed around his neck, her face buried into his neck, her legs on each side of him, straddling his waist.

"Shh. It's okay, you were dreaming…" he said putting his arms around her for the first time, needing to comfort her. She tried to calm herself as his hands rubbed her back soothingly.

"I thought I'd lost you." She said weakly. "You promised you'd never leave me…"

"It was just a dream." Damon whispered

"It was so real." She said in a hushed voice.

She drew back to look at his face. "I can't lose you, Damon. I Can't…"

"You haven't…You're not going to…" he said placing his hands on her face and using his thumb to brush away her tears.

Elena was still shaking lightly, she held onto him tightly "Promise me, Damon…"

"I promise." He said clearly, boring his eyes into hers. "It was just a bad-"

She cut his words off when she kissed him. Quickly she crushed her lips over his then drew back.

"…dream…" Damon finished his sentence sounding rather dazed.

They both sat in stunned silence for a few seconds. Elena still clutching at his neck, his hands on her waist.

Elena was the first to speak "I'm sorry." She said sounding mortified, she pulled away from him but Damon caught her wrist and pulled her back to him. This time he moved in and kissed her sweetly on the lips. He drew back the tiniest bit but then they both moved forward and united their lips.

This kiss was not sweet. It was borderline desperate and Damon wasn't positive who's hands were who's as they desperately grabbed at each other.

Somehow he was now on top of her and she was pulling his top off. He kissed her neck and up her jaw but he drew away with a hiss of pleasure when her hand slid between their bodies. She roughly rubbed his massive bulge through his jeans.

He needed her now. He also knew this was madness and that she was still in love with Stefan but this had already gone too far… Damon rolled her onto her back and moved on his knees between her legs moved his hands and yanked down his zipper…