AN: I liked Damon and Elena's conversation at the end of 306, Elena was clearly jealous haha, so I decided to write this :)

I don't own Vampire Diaries, the quotes in italics are taken directly from the show.

"Elena," Damon asserted forcefully, pulling the antiseptic out of her reach as she tried to wrestle it away from him. "You almost got barbecued, the least I can do is apply first aid."

She gave in, letting her arms fall to her side. Gently, he rubbed the q-tip across the scratches on her face.

"You played your part of the plan really well tonight." Elena stated, almost stiffly as he cleaned her face.

"Oh yeah?" he asked, dully.

"Yeah, you had Rebekah drooling all over you and your marshmallows." she said, a tinge of could it possibly be jealousy? creeping into her voice.

"Yeah, before she skewered me." he scoffed. "I thought you were too drunk to notice?" he asked, his eyes trained on her knowingly.

"I was faking most of it," she admitted, looking down, conscious of where this conversation was headed.

"So was I," he answered quietly, and her eyes flashed up to his. There was so much emotion behind those brown eyes and he could tell she wanted to say something, but before she could they were interrupted by Alaric, who was ready to drive her home.

He watched her walk away, wishing he knew what she was thinking. She was so incredibly hard to read. Unlike any woman he had come across in his one hundred plus years.

He'd most certainly been faking every second of it, but Elena didn't need to know that. Maybe it would make her think, maybe she would wonder what he meant my 'most of it'. He knew it was a long shot, but he had to play up any advantage he had, no matter how seemingly minuscule. He wanted to comfort her, to tell her that she had nothing to worry about with Rebekah, she didn't have to worry about any other girl if she said the word. But he couldn't, not with Stefan in the next room, not when she was still in love with him.

He wanted Elena to know that she still had options, that she didn't have to wait for Stefan for forever, but Damon also wanted her to know that he had options. He loves Elena, but he doesn't know how much longer he can watch her pine for his brother. He would always protect her, and he had promised her that he would never leave her, but he didn't know how much longer he could love her without it destroying him.

His phone buzzed in his pocket and he opened a text from Elena.

'Meet me at my house.'

He ran to her house, wondering why she wanted him to come over. To finish their earlier conversation? Was it possible that his words had actually had the intended affect?

When he arrived at Elena's house he found that he had beaten her and Alaric home. He went in the window of Elena's bedroom and sprawled out on her bed, waiting for her. A few minutes later he heard the front door opening and closing and Ric and Elena exchanging good nights. Elena stepped into her bedroom, closing the door behind her and resting her forehead against the wood. She sighed, staying like that for a moment until Damon cleared his throat. She whirled around, her eyes landing on Damon.

"What the hell, Damon?" she whispered, flustered.

He raised his eyebrows, pondering the change in her mood.

"You asked me to meet you here." he reminded her.

"I asked you to meet me at my house, not in my bedroom. Don't you ever use a door?"

Damon waved his hand dismissively. "Doors are so boring and human."

She sighed in frustration, but didn't say anything.

"Did you need something?" he asked softly, uncharacteristically sensing that this wasn't the time for more jokes.

"I have to tell you something," She was pacing back and forth across the hardwood floor nervously, her eyes focusing anywhere but on him.

The next instant he was beside her taking hold of her shoulders, ceasing her movements and gently tipping her face up to meet his eyes.

"What is it?" he asked, his cocky, arrogant demeanour momentarily forgotten amidst his concern for Elena.

"Earlier when I was distracting Stefan.."

Of course this was about Stefan, he should have known. Everything in Elena's world was about Stefan, even after everything she still couldn't stop thinking about him. He let go of her shoulders and stepped back, crossing his arms over his chest, withdrawing himself emotionally from this conversation.

Noticing the change in his body language she moved closer to him, invading his personal space. In the past he had killed people for far more minor offenses, but with her he didn't mind, in fact he welcomed it.

"Would you let me finish?" she asked annoyed.

He didn't say anything, but he relaxed his posture slightly, letting her know he'd be a good little vampire friend and listen to her problems about her ripper boyfriend.

"As I was saying, earlier when I was supposed to be distracting Stefan, I was distracted."

He raised his eyebrows, feigning interest.

She took a deep breath, and dropped her eyes, finding something spectacularly interesting on her bedroom floor.

"I was distracted seeing you with her."

Okay, now he definitely didn't have to feign interest. Was it actually possible that this wasn't about Stefan?

"Why?"

She brought her eyes up to meet his, a fire ablaze in them.

"Because I was jealous,"

Well that was definitely the last thing he expected her to say. He'd figured as much from their conversation earlier and the way he caught her looking at him when he was 'flirting' with Rebekah, but to hear Elena say the words aloud was downright shocking. He opened his mouth ready to tell her that Rebekah meant absolutely nothing to him, ready to tell her anything she wanted to hear, despite his earlier reservations. But as if reading his mind she spoke first.

"And I know, I know it was just a part of the plan, a means to an end. But I saw you with her and I imagined you with other girls; girls that weren't just a part of some plan, and I hated it. That's when I realized that I've been lying to myself about my feelings for you. You're not just Damon, you're Damon." She said his name softly, reverently; in a way he never thought he would hear her utter anyone's name but Stefan's.

"Elena.." he whispered. He'd been waiting, waiting for this moment. It was finally here and her name was the only word he could muster. He reached up, stroking her face just below where the cuts lay.

"What kind of girl does that make me? To be in love with both of you.." He sucked in a breath, amazed to hear her say those words to him, even if they were in conjunction with her feelings for his little brother.

"Elena," he started. "I know you don't want to hear this, but Stefan's gone." She pulled away from him, trying to get away from his words, but he held her by her waist, not allowing her to escape. "He's gone Elena, and he's not coming back, not in your lifetime at least. He's not even Stefan anymore; he's just a shell of his former self. But the old Stefan, the good, selfless Stefan, he wouldn't want you to tear yourself up over this. He would want you to be happy."

She was squirming against his grasp, the tears fighting to fall, but she wouldn't allow them.

He leaned closer to her, and whispered in her ear. "Do I make you happy?"

If the answer was no, he would step aside, he would bow out. He loved her enough that he wanted her to be happy, even if her happiness didn't coincide with his own.

She stopped struggling, wrapping her arms around him, pulling him closer and resting her head on his shoulder.

"Yes," she finally breathed out. "When you're not being a jackass." she added.

He laughed, but abruptly turned serious again. "Then please, give us a chance, because I love you, Elena. You make me want to be better; you make me want to be that guy that deserves someone as amazing as you. Please, let me try to be that guy."

Finally after what seemed like a lifetime -and coming from someone who had lived practically two lifetimes, that means something - she nodded her head against his shoulder. "Okay,"