Elena nearly tripped over her own feet in her haste to get inside the boarding house. Tears blurred her vision as she pushed the door open, and she heard glass shattering. She saw Damon's figure in the living room, blood dripping from his hand but before she could open her mouth, he disappeared through the kitchen. "Damon," she choked, but she heard the back door slam shut as she forced herself to follow him. She stumbled through the kitchen, ripping open the door. "Damon!" she sobbed into the cold, dark night. Her lungs felt like they were going to collapse in her chest as she struggled to breathe through her tears.

In the blink of an eye, he was a few feet away from her. She thought she saw the sparkle of tears, but before she could get a better look the blinked them away."What's wrong?" he asked softly. His finger curled into a fist and she knew he wanted to be far away from her right now, but to quote him, 'she calls, he comes'. He would always come, and she knew that.

"I saw Katherine," Elena said, wiping the moisture from her swollen cheeks. "With Stefan." Nausea swept through her and she was nearly sick at the thought of them together.

If it was possible, he tensed up even more. "Really?" he asked with a careless shrug, but she knew better. He didn't seem at all surprised at her words.

"You've already seen her," Elena said softly. Of course Katherine would come see Damon. It was only natural that the bitch would try to turn both Salvatore's against her.

Damon stared at her with a clenched jaw. "Yeah, I saw her."

"Did she tell you she was going after Stefan?" Elena asked. "What did she do to you?" A million more questions did laps around her brain but she couldn't concentrate to ask him what she really wanted to know.

Damon let out a harsh laugh and she thought he was going to break down right in front of her. "You want to know where I went after Stefan rescued me from the fire that day? I went to see Jeremy. After I was done, I ran into you on the porch." He held up a hand. "Let me finish. And I bared my soul to you. I kissed you, you kissed me back. Except… it wasn't you. She used me. And… because that just wasn't enough, she showed up here, as herself, trying to seduce me. But before we got too far into it, while I was whispering sweet words to her, she was telling me how much she loved Stefan. How much she has always, only loved Stefan. So yes, I knew she was going after St. Stefan."

A fresh wave of tears flowed from Elena's eyes as the last piece of her heart crumbled in pain for Damon. She descended the stairs of the porch to wrap her arms around him. She tried to ignore the jealousy she felt in hearing that Damon so easily fell back into her arms, but she ignored it. "I'm so sorry Damon," she whispered as she sniffled.

She remembered that night so well. The fear at the thought of losing Damon in the fire and the immense relief she felt with Stefan brought him out. And to make matters worse, when she returned home that night she found Uncle John's dead body in her kitchen. And her brother… poor Jeremy. Thank god she had found him in time to get the pills pumped out of his system. Ever since that night, her life had been turned upside down completely. She thought things were complicated before, she was very wrong. Her brother was going to a special camp to help troubled teens, Katherine had an invite to her house, so Jenna was staying with Ric and despite their differences, and Elena was staying with Bonnie.

She was shaken from her thoughts as Damon did the unthinkable. He shrugged out of her embrace. "You should go," he said, pushing her away from him.

"What?" she asked in brutal confusion. Damon always wanted her around, he never ever asked her to leave. He was always looking for any excuse to her get her to stay with him. "No, I'm not leaving you like this." She had never seen him look so vulnerable, and broken. She couldn't leave him on his own; there was no telling what he might do. She didn't think he'd slaughter half the town, but she did think he would do something reckless.

"What do you care Elena?" he growled, his eyes turning a tinge of red.

"Because I love you, you jerk!" she screamed then she froze. "Oh god." She tore back through the house, with intentions of getting far away from him, but he used his super speed and blocked her path to the door.

"You can't say that and just run away," he said softly. His expression at totally changed, from broken and angry to… she didn't want to say hope, he was too guarded for that, but he seemed… intrigued.

"It doesn't matter," she said suddenly. "You're still in love with Katherine." If that didn't sound like a jealous girlfriend, she didn't know what did. She had no claim to Damon, she had been preaching to him for months about how they were just friends, and how much she loved Stefan, and until tonight she stuck by her decision. But after seeing Stefan wrapped up in Katherine's arms, all she could think about was Damon.

Then his face slipped into one of confusion. "I'm not in love with Katherine," he said shaking his head. He made it seem like the dumbest statement in the world.

"But you let her kiss you and with the whispers," Elena said lamely. She could feel her cheeks getting hot with embarrassment and she wished the earth would open up and swallow her whole. She didn't have the mental capacity to deal with this right now. Her brain and heart were getting overwhelmed, she almost felt like she was being suffocated.

"Elena," Damon said softly. "I was weak, and lonely, and very tired of the friend's speech. I was hoping that maybe, just maybe, I was important to someone. That Stefan didn't take everything away from me."

Elena's knees trembled uncontrollably as she collapsed on the couch. "All this time," she said, as her fingers tunneled through her tresses. "I'm trying to convince myself that I'm not a replacement, that I'm not going to hurt you or Stefan, and here we are." She paused for a minute as she wiped her nose and eyes. "I just can't believe she said those things to you after you tried so hard to get her back." She had seen the pain Damon went through knowing Katherine was alive and didn't want to come find him, and she knew that her presence in Damon's life helped him through that. But this was much worse. She didn't think she could repair the damage Katherine had done this time.

Damon snorted and moved to pour himself a drink. "I'm not going to dwell on her," he muttered, taking a large swallow.

"Why are you drinking then?" she asked with a raised eyebrow. During the last few weeks, she couldn't remember a time with he was sober.

"Because of you," he grumbled downing the rest of the contents.

She stared at him with wide eyes for a moment before she rose to her feet. "I'm not sure why I blurted that out," she admitted. "I didn't… I don't want to make up feelings that aren't there just because my heart got broken." She didn't want to be with him when her heart was so broken from Stefan's betrayal. There was no telling what kind of damage that could do to her relationship with Damon.

"I see," Damon said as he did that eye thing she always told him not to do.

But she held her ground and took a step toward him. "I care about you Damon," she said. "I don't need anyone to tell me otherwise, I know it in my heart. And I haven't thought about us being more than friends until tonight… and I'm sorry for throwing that at you. I know you have feelings for me and I don't want to abuse that."

"And what does all that mean Elena?" he asked, tilting his head. "I don't need it all fluffed up."

She paused before she answered, knowing they could never go back after this. "I have loose ties with Stefan," she said. "I need to take care of those before I can even think about the possibility of us being together."

"And you think that is something you might want?" he asked softly, and she knew she heard the hope in his voice. "To be with me?"

Elena nodded shyly as she lifted her shoulder against her cheek. "Yeah," she said, softly. "So… are we okay?" She needed him with her through this. She needed him with her no matter what. She couldn't imagine her life without him.

Damon nodded and stroked her cheek. "No matter what happens, Elena, we're still friends," he said softly as the corner of his lips curled slightly. "I can promise you that."