Kissing Elena feels so right that Damon thinks he could do this forever. He's caught up in the heat of her mouth, in the little sounds she's making as she presses herself against him. He rolls her on her back and starts to kiss his way down her neck, and this is even better because he can smell the sweet scent of her skin and hear her saying his name in a breathy, needy tone of voice that makes it clear Elena's as desperate for his touch as he is for hers. He pushes her tank top down around her waist and snaps open the clasp on her bra, wanting more skin, wanting to be closer. He's licking his way across her breast and when he closes his mouth on her nipple so good, her nipples already hard against his tongue Elena cries out, arching her back, her hands in his hair holding his mouth against her. He resists her hold just enough to switch to her other breast, sucking that nipple too, making her moan his name again.

Hearing her is just making him crazier, he wants to touch and kiss and lick every inch of her skin. Part of him wants to make this fast, wants to drive her just as insane with lust as he is, wants to be inside her right now making her scream his name in pleasure. But a bigger part wants to go slow, to savor every scent and sound and touch, lost in the sheer pleasure of making love with Elena. He's wanted this for so long, and the way she's responding to him is everything he's ever dreamed of from her. He slides further down, running his tongue down her stomach to circle around her belly button, pushing her tank and the top of her yoga pants down to lick along the edge of her panties while his hands slide down the back of her thighs, pulling her legs a little wider as he settles in between them. Elena is panting, her eyes wide, her hands clenched in the sheets, torn between oh god, don't stop there and do that some more.

"Elena," Damon says, looking up along her body. "Are you sure about this? Because I don't want to stop, - god, do I not want to stop - but you're the one dating Stefan, and you're the one who swore you'd never kiss me back. I don't think I could handle it if tomorrow you said this was just the tequila."

Elena is pulled out of her happy glow at his words. Because he's right, she been putting Stefan out of her head, caught up in how good this feels. "Damon," she says hesitantly, and sits up, biting her lip. His face begins to harden, expecting rejection, and just that fast, with vampire speed, he's sitting on the edge of the bed, his back to her. She pulls up her tanktop and crawls across the bed to sit behind him, putting a hand on his shoulder. "Damon, I want this. I should have talked to Stefan first, sure. I wasn't expecting anything to happen tonight. But what you said that night in my room was right. I fought it for a long time, but you were right. There is something between us, and I want it. I want you. The question is – do you want me? I love you. But I also love Stefan. Can you live with that? Do you want to live with that? Because I would understand if you didn't want to be with me, the whole in love with both of you thing freaks me out when I think too hard about it. I know how Katherine hurt you both, and I couldn't bear it if I did that to you as well."

"Elena," Damon sighs, and turns to look at her. "Elena, I'm not going to lie, I'd rather it was just me you loved. Because I think Stefan is going to take this really badly. But truthfully? I don't give a damn about how many men you're in love with, even if one of them is my brother. You could be in love with ten brothers, if I had them, and I still wouldn't care if it meant that you were in my bed at the end of the day."

"Really? You're really OK with it?

"Yes." Damon looks at her and decides to throw caution to the winds. To hell with whether he deserves her, with what Stefan thinks, with how badly this is probably going to play with all Elena's friends. He doesn't care anymore if it means he can be honest with Elena. "I'm in love with you, Elena, and everything I've tried to not be in love with you has failed. I've been mean to you, I've gotten drunk, I've slept with other women, and it all ends up with me right back here, in love with you. And trust me, in over a hundred years of being alive a three-way with my brother is not the kinkiest thing I've ever done. So it's your choice, Elena. Spend the night with me, and tomorrow we'll figure out some way to break it gently to Stefan. Or leave now, if you want to, because I promise you, if you thought being in love with one vampire made your life difficult, two is going to be harder. Although," he manages a tiny smirk for her, "of course, you'll have me to rock your world for you on a regular basis."

Elena smiles at him, and it's so open and loving that his breath catches. "Ooh, confident. I like that in a boyfriend," she says, and leans in to kiss him, tangling her hand in his hair to bring his face to hers.

"So, you're staying then?" Damon says, pulling away from the kiss and arching an eyebrow questioningly.

"Yes, I'm staying."

"Well, in that case, Miss Gilbert, I think you should prove you're serious by taking your clothes off. Preferably after getting properly back onto the bed where you belong," Damon grins at her and picking her up around the waist, effortlessly moves them back into the middle of the bed. Elena's flat on her back and he's leaning over her, and just the way he's looking at her is getting her hot and bothered again. "I'm sure I'll feel much better about the impending disaster of telling everyone about you and me if you were naked."

"Mm, I think I can manage that," Elena smiles back at him and reaches for the hem of her tanktop, pulling it off over her head. She hooks her fingers in her waistband and pushes down her yoga pants and panties, sitting up to scoot both of them off over her feet. "But I think," she pulls him into a kiss, "that there should be some quid pro quo here. If I'm getting naked, you should be too. It's going to be hard to rock my world if you're still wearing your clothes."

"Oh, I think you're sadly underestimating me. But anything for you." Damon slides his sweatpants off and tosses them off the bed and rolls back over to kiss her again. His hands are on her face and the kiss is hot and wet and just like that, she's burning up for him. It's so much more than before; she can feel the whole length of his body against hers. Her legs are either side of his and she can feel him hard against her. Elena slides her hands down Damon's back, letting out a moan as she feels his mouth on her breast again. He's gotten a hand between them, he's put two fingers inside her and she presses against his hand while he's saying in her ear, "God Elena, you're so wet for me, you feel so good,"

"Damon, don't tease me." She moves his hand away, wanting more, arching up against his cock, rubbing him through her wetness. "I want you inside me now, please Damon." Elena reaches down and wraps a hand around his cock, which makes Damon hiss in reaction. She's putting him where she wants him, sliding herself onto him and Damon can't go slow any more. He grabs one of the pillows, putting it under her hips so she's at the perfect angle for him to press all the way inside her. Elena's crying out with pleasure, wrapping her legs around him, he's got an arm around her waist to brace her as he starts to fuck her hard. She's saying his name, "Damon, more, yes.." and then he finds the exact right angle, he can tell because she stops being able to make words and a minute later starts coming hard around him, which is enough to make him lose all control and he comes with her so hard that for a few seconds his brain just whites out with pleasure. When he starts to think again, Elena is still breathless underneath him, her eyes closed, kissing him, and for a moment all he feels is happiness, a pure joy that he's pretty sure he hasn't felt since 1864.

AN D/E smut as promised! Hope you enjoy it. Please review!