a/n: so...I honestly don't know what inspired this, but it was a oneshot that was not content sitting in my mind. I had to write it, so here it is. Warning you again, K/D/E... But no Stefan :)

Elena jumped awake, startled by nothing more than the sounds of the old, empty house. She opened her eyes slowly, frowning at the emptiness she saw there. She reached out and let her arm touch the sheets only to find them cold, meaning Stefan had been gone for quite some time. With a sigh, Elena rolled onto her back and stared at the ceiling. Weak sunlight streamed through the windows but Elena knew it wasn't morning light. She had come here after breakfast, exhausted and in need of sleep. She and Stefan had come up here and done just that. Now he was gone and she was alone. There wasn't a note or a text on her phone, leaving her to assume that he went out hunting.

Pushing herself out of bed, she made her way to his on-suite bathroom. After freshening up, she entered the bedroom again and thought about what to do. She didn't want to go home just yet, but the thought of loitering around the boarding house left her feeling a little strange. It's like she hadn't done that before. Deciding to wait until Stefan came back before going home, Elena headed for the door. She wondered if the Salvatore's had any food for human guests in their fridge and then chuckled softly at that thought. Of course they did; they both loved to cook.

With the full intention of going to the kitchen, Elena made for the stairs. She took her time, looking at the works of art that lined the walls. She had been inside the mansion more times than she could count, but she never had the chance to look around. With that in mind, she went to the end of the hallway and began studying the art there. There were a few doors in this hallway, doors that were always closed. She often wondered what lies beyond them, but never had the guts to ask. As much as she wanted to, she knew that to open them now would only give her a guilty conscience.

As Elena approached the third door, she did a double take. It was open. Through the slit she could see a bedroom. There was a massive four poster, California king bed in the center. The black bedding looked very expensive and extremely comfortable. As her eyes did a quick survey of the room she determined that it was Damon's. Curiosity had gotten the best of her at this point, allowing her to push the door open enough to allow her feet to carry her across the threshold.

Once inside, Elena gasped in surprise. Stefan's room had that cozy cabin feel to it. It was decorated minimally, overpowered by massive wooden furniture. Elena had often wondered what Damon's room would look like, but she had never imagined something like this. Truthfully, she had always expected the room to be nothing but a black hole, but the only thing black was the bedding. The bed frame was made of wood and if she looked close enough, she could see the ornaments that had been carved into it for detail. Gently, she ran her fingers along one of the posts, tracing a few of the figures. Her eyes wandered to the bed and she wondered if it felt as soft as it looked.

As she reached out to touch it, she heard a female voice giggling. Elena froze in her tracks; it was her voice which meant Damon was back too. To confirm that thought, she heard Damon's grunt followed by a crash. Elena stood there knowing that if she didn't move now, they would catch her and want to know what she was doing in Damon's room. She heard another crash, this time right next to the door. It gave Elena the jolt she needed to move. Unfortunately, it was too late for her to get out of the room. Her only option was to dash into the closet instead. Try as she might, the door wouldn't shut. Whatever Katherine and Damon were about to do, Elena had no choice but wait for the next best opportunity to leave. Elena chided herself for letting the curiosity get the best of her.

As Katherine and Damon entered the room, she heard the loud thud of the door being kicked closed. Any hope of getting out without being seen was gone. Elena took another step back only to hit a rack of shirts. Her body tensed, hoping that they wouldn't hear her. From the looks of things, they weren't going to notice her. Elena's head snapped up at the sound of a moan. Her hands reached behind her to clutch the clothes as she found herself unable to look away. Her eyes burned as she was unable to close them.

The pair stood in profile before Elena. Damon hands were at Katherine's back, unzipping the dress that she wore. As it pooled to Katherine's feet, she smiled up at him. Her fingers went to the bottom of his shirt and began to undo the buttons. When she got to the top, she ran her hands down his chest. Elena found herself staring at Damon's exposed skin. She knew he had been toned given how well he filled out his clothes, but to see him bare made her breath hitch. Elena's eyes trailed downwards, following Katherine's hands. She watched in awe as her duplicate undid the belt, pulling it from the loops in one fluid motion. Katherine then began to work on the fly of his pants. She dove one hand into the opening, the other reaching up to cup his face. He bent his head and captured Katherine's lips with his own. Elena watched as his muscles flexed in time to the movement of Katherine's fingers.

Elena tightened her grip on the clothes. A startled cry escaped her lips as the rack pulled free of the wall from her weight. She landed on top of the clothes and began to panic. As she tried to push herself to her feet, she was greeted by the sight of Katherine standing in front of her. There was a smirk on her face as she stretched out her hand to help the human girl to her feet. Reluctantly, Elena took it and allowed Katherine to help her up. Without releasing her hold, Katherine led her out of the closet. She locked eyes with Damon briefly, looking down at the floor as her cheeks flushed with heat.

"What in the world were you doing in the closet?" Katherine asked with a straight face though her eyes sparkled with laughter.

Elena racked her brain for the best way to answer that question. "I was... I didn't mean..." she stammered, risking a look at the female vampire in front of her. "I was looking..."

"Looking for something in the closet?" Katherine questioned. The tone of her voice made Elena look up at her. The want to snap at her died from the look in her eyes. Elena knew that the woman in front of her could kill her in the time it took to blink. "Did you find what you were looking for?" she teased.

"I should go," Elena said as her answer and moved towards the door.

She barely took two steps before Katherine appeared before her. There was a pout on her face but the glimmer of mischief was still in her eyes. "What's wrong? You didn't enjoy the show?"

"Let her go, Katherine," Damon demanded.

Katherine smiled as her eyes flickered past Elena's shoulder to lock with Damon's. He knew that look; it was the look of a predator on the prowl. She had already made her mind up on what she was going to do. There was nothing he could do about it. He could only watch as Katherine grabbed Elena by the shoulders and spun her around. Elena's eyes were wide with fear, silently begging for him to help her as Katherine's hands rested on her hips.

"It's obvious that you did," she cooed, inhaling the air around Elena. "I can smell your arousal."

"Please," Elena whimpered, closing her eyes as she tried to get out of the vampire's grasp.

One of Katherine's hands moved swiftly to capture Elena's jaw, holding her still as her other arm wrapped around her waist. Katherine pressed her front tightly to Elena's back, stretching her neck so that their cheeks were pressed together. "Tell me, Elena. If you hadn't destroyed Damon's closet, would you have continued to watch us?"

Damon tried again, taking a step forward. "Katherine, stop."

In response, Katherine tightened her hold on Elena's jaw. "Tell me, Elena!" Katherine hissed in her ear.

"Yes!" Elena snapped, closing her eyes in embarrassment. "I would have kept watching."

Satisfied, Katherine let go of her jaw, letting her hand travel down her neck lightly. The faint scrape of fingernails on her flesh made Elena begin to tremble. Damon watched as Katherine's hand went down to Elena's collarbone, out to her shoulder, and then down over the side of her breast. His jaw hardened as he forced himself to be indifferent.

Katherine smirked as she felt the resistance in Elena fading as her arousal became stronger. She pressed her lips against Elena's jaw as her other hand mimicked the movement of the first until both were resting on the human's hips. From the corner of her eye, she could see Damon standing rigid as he fought the urge to join them. Katherine's smirk widened; it was only a matter of time before he gave in. She had been watching them since she came back to town and she knew there was something between them. Katherine justified her actions by believing what was about to happen would let Elena give in to her desires and stop running from them as she had been doing.

With that thought in mind, Katherine moved her hands to the waistband of Elena's pants, hooking the fingers around the material with the intent to pull them down. An involuntary moan escaped Elena's lips and Damon's jaw clenched to the point where Katherine thought it would break. "Damn it, Katherine!" he snapped, the blue and red veins rising to the surface of his face for a moment. "Let. Her. Go."

Katherine sighed and moved her lips to Elena's ear. "Elena dear?" she breathed.

"Mhmm?" Elena couldn't trust her own voice. Not when Katherine's thumbs were idly stroking her midriff.

"Damon doesn't want me to continue," she informed her duplicate. "Do you?"

"Katherine-"

Her eyes flickered to Damon, shooting daggers at him. "It's up to her Damon. Elena's a big girl, she can make her own choices," she said coldly before letting her body relax, refocusing on the girl in her arms. "So Elena, my question to you is, would you like to join us?"

Elena knew this was her last chance to flee. All she had to do was pull away, say no thank you, and head for the door. But that damned curiosity, the same sensation that had compelled her to sneak into Damon's room in the first place, was demanding that she stay. Through hooded eyes, she sought out Damon. He was staring at her, his eyes telling her to go at the same time they were asking that she stay. They had been circling around each other for months; afraid to say that the feelings were there, convincing themselves that it was for the best.

Curiosity took hold of Elena once more and she nodded. "I'll stay," she breathed.

Damon's eyes widened slightly in shock. Elena had willingly said she would stay. The necklace firmly clasped around her delicate neck confirmed that she hadn't been compelled. Katherine chuckled heartily at her decision. She had been prepared to compel her if Elena had chosen to leave, but she had underestimated the pull between her and Damon. The human shuddered as the vampire behind her gently traced the shell of her ear with her tongue. "After tonight, you won't be naive anymore."

It was on the tip of Elena's tongue to tell Katherine that she was not naive, but it would have been a lie. Just because she had been with Stefan didn't make her experienced. At the thought of the younger Salvatore, Elena knew she should have felt guilty, change her mind, and leave. However, she opted for shoving the thoughts of him to the back of her mind in order to pay attention to what was going on around her. She came back to reality just in time to feel the push Katherine delivered to her pants, tugging them until they slid down to the floor and pooled around her feet.

Katherine pressed her lips against the edge of Elena's jaw, just below her earlobe as her right hand dipped into her panties. Elena's breath caught in her throat as Katherine ran one slender finger through the folds of her nether regions. Never in her wildest dreams had she ever thought she would do anything intimate with a girl; let alone a girl that could pass as her twin. She tried not to dwell on the fact that she was also one of Elena's ancestors. However, given the fact that she was hundreds of years old seemed to make it easier to ignore. As Katherine's fingers continued to please her, Elena bit her bottom lip and partially closed her eyes, letting her body relax and use the woman behind her for support.

With her free hand, Katherine reached out to Damon. She curled her fingers, using her index finger to beckon him forward. He could already feel his control waning at the sight of the two women before him. The soft sighs of satisfaction coming from Elena's lips were getting to him, making him hard. For the first time in a long time, Damon felt nervous as he stalked across the room, stopping inches away from Elena.

Elena lifted her hands until they were touching Damon's shirt. After a moment of hesitation, her fingers curled around the material and pulled him closer. One of his hands came up to cup the side of her face, tipping her head back slightly so he could watch her expressions. "Kiss her," Katherine demanded.

Damon wasn't sure if he moved of his own volition or if Katherine's demand had worked on him, but he closed the gap between him and Elena, setting his lips softly against hers. Katherine smirked as the pair closed their eyes simultaneously, taking a moment to get used to the feel of each other. To speed up the process, Katherine adjusted her hand enough so that she could slip one of her fingers into Elena's core. As Elena moaned, her lips parted. Damon took that as an invitation and began to deepen the kiss. Lost in the kiss, Damon sank his fingers into her hair and tried to pull her closer. Just as his body pressed against hers, she was torn from his arms.

He stared at the emptiness before him in confusion before he heard the creak of the bed. Damon turned to see Elena lying down in the middle, her heels barely touching the side of the bed. His eyes flickered to her shirt that was now lying on the floor next to Katherine's dress. Again, Katherine beckoned him with the crook of her finger. Without waiting to see if he obeyed her or not, she turned her attention back to the girl. Elena let out a shaky breath as Katherine reached out to spread her legs, encouraging her to bend her knees. Elena closed her eyes and clutched the bedding as she felt her underwear being removed. Her stomach quivered as Katherine's hand began to glide up and down the inside of her thighs.

Damon stood at the opposite side of the bed watching Elena with amusement. He could sense the anxiety rising in her as Katherine moved closer to her. It was almost as if she'd never been intimate with anyone before. She kept her eyes squeezed shut, her fingers clutching the comforter so hard her knuckles were white. A loud, breathy moan escaped her lips while her eyelids fluttered and her head arched the moment Katherine's tongue darted out to touch the delicate bundle of nerves at her core. Unable to tolerate standing off to the side, Damon shed his clothes and knelt by Elena's side.

Her eyes opened briefly as the bed sank and she barely saw him through the haze that clouded her vision. It registered that he was nude, but the pleasure erupting through her body kept her from enjoying the view. As a finger slipped inside of her, adding to the blissful sensation of Katherine's mouth, Elena closed her eyes and moaned as her hips bucked forward, begging for more. As another moan escaped, Damon leaned forward and captured her lips, absorbing the sound. This time, it was her tongue that sought his, deepening the kiss all on her own. Unable to resist the urge to touch her, Damon moved his hand to her breasts, gently cupping them through the material of her bra.

Elena kissed him back as passionately as he kissed her. The more he thought about it, the more he realized he would could go on kissing her and be completely satisfied. After she moaned into his mouth again, he detached his lips from hers and began to kiss his way down the side of her neck; lightly nipping at her skin as he went. He placed open mouthed kisses on each of her breasts, the part the bra hadn't concealed, before reaching behind her to remove the last article of clothing. To do this, he had to pry her fingers away from the bedding. Instead of returning to grip the material, Elena rested her hand on his shoulder as he bent forward and took one of her hardened nipples in his mouth.

Elena ground her head against the mattress as the world began to spin behind her closed eyes. Both of them touching her were taking her to the brink. Katherine added another finger and instead of keeping her agonizingly slow pace, she began to move faster. Elena's moans became more frequent as she bit her lip to keep from crying out. Damon moved to kiss her again and the moment he covered her mouth with his own, Elena felt her world explode from her release. Katherine kept pumping her fingers so Elena could ride the high a bit longer. When she was finished, Katherine adjusted her body so that the three of them formed somewhat of a triangle. Knowing what she wanted to do, Damon broke the kiss and moved to lie on his back.

Elena stared at the ceiling for a moment as the last few tremors left her body. She had never experienced anything quite like that before. And this was only the beginning. When Elena tilted her head to the side, Damon was lying on his side with his head near Katherine's lap. Her eyes widened as she realized her head was near his lap. Her eyes lifted up to meet his and he gave her a nod of approval, wanting nothing more than to feel those kiss-swollen lips work their magick on his cock. Elena's tongue ran out to wet her lips, whether it was subconscious or not, it made Damon twice as hard.

Katherine watched the interaction and shook her head wistfully, a small grin on her face. She adjusted her body, catching Damon's attention. He removed her underwear as slowly as she had removed Elena's before he leaned in to taste her. Katherine propped herself up on her elbows so that she could watch. Her head tipped back slightly as Damon moved his tongue with expertise.

Elena stared at the two of them for the longest moment before she met Katherine's eyes. Her head tilted towards Damon's lower half, a soft sigh escaping her lips as Damon began using his fingers to accompany his tongue. Elena swallowed hard and adjusted so that she could reach him. Her hand wrapped around him before slowly going up and down the length. Katherine shuddered with pleasure as his groans turned into vibrations. As she saw Elena take him into her mouth, she let herself fall back onto the bed. After a few more licks, she reached for the human again. Damon groaned with pure bliss as Elena's moans vibrated the length of his shaft. His eyes opened to see that Katherine had returned to pleasing her. He dared to look at Elena and all but lost it at the sight. Damon used his frustration and need to drive Katherine to the brink.

Neither Elena nor Damon needed much more before their releases. He could sense that Katherine was near as well. She began bucking her hips in time to his thrusts and grinding herself against his lips. As if someone had flipped a switch to control all three of them, they reached their peak simultaneously. Elena thought her head would explode from having that much pleasure in such a short time frame. She hardly noticed when the salty mixture of Damon's release slid easily down her throat. When she could see straight, she moved to lie on her back and stared at the ceiling again, waiting for the next move.

She didn't have to wait long. Katherine moved in true vampire fashion so that she was lying with her head on the pillows. She had taken Elena with her, letting the other girl be on top. Elena's knees were next to Katherine's hips, her hands on either side of the female vampire's head. Katherine grinned lazily up at Elena before cupping her face and bringing it down to her own. She could taste the essence of Damon on the human girl's lips; just as she was sure Elena could taste herself on hers. One of her hands moved from Elena's face to her breasts, taking one of the nipples between her fingers.

Damon couldn't stand to watch them for long. He knew what Katherine wanted him to do and he was more than happy to oblige. Moving to kneel on the bed behind Elena, he looped an arm around her waist and pulled her back enough so she could bend forward. With her spine perfectly aligned in a slight slope downwards, Damon slid a hand between her thighs and guided himself into her opening. Elena gasped from the thickness of him just as he groaned from her tightness. He slid all the way in and waited for her to adjust. Once her hips began to gyrate, indicating that she was ready, he slid almost all the way out of her then drove back in. He repeated the action until he heard a groan of frustration. With that, he began to thrust in and out of her in a timely fashion.

Elena was always on the bottom. She had never been adventurous enough to try any other positions. Now that Damon was driving her wild from behind, she knew missionary wasn't going to cut it anymore. Damon used one hand to keep her steady while the other ran over her rear and up her stomach to knead her breasts. She could feel Katherine's fingers running through her hair and when she was able to open her eyes, she decided to be bold. With all feelings of timidness gone, Elena lowered her mouth to Katherine's nether regions. Katherine couldn't help but be surprised; she didn't think the human had it in her. A shudder enveloped the female vampire as Elena's tongue ran between the folds repeatedly; each stroke ending at her hypersensitive clit.

Damon saw Elena's boldness and he picked up the pace of his thrusts. He had always assumed that Elena would be timid and shy; he was getting proved wrong at every turn since Katherine had pulled her out of the his closet. If she had been shy, she would have left when she had been given the opportunity. He watched as Katherine's fingers sank into Elena's tresses. She arched her neck, grinding her head against the pillows. Katherine was amazed at how quickly Elena was bringing her to the edge. She cried out softly from her release, still in awe of how well she had done.

Damon ground his teeth at the sight of Katherine's release. He met her sated eyes for only a moment before he looked away. As ready and willing as Elena was, he didn't think she would appreciate it very much if he vamped out the way he wanted to. Instead, he used his speed to pull her away from Katherine. He positioned himself with his back on the bed and pulled Elena over him so she could straddle his hips. He wanted to see her face when she came for him. Another wave of desire coursed through him as she impaled herself on his length and began to rock her hips in rhythm with his thrusts.

Katherine knelt behind Elena, sweeping her hair to one side, exposing her throat on the other. She placed her lips on the hot flesh while reaching around with one hand. As Damon continued to thrust away, Katherine placed her thumb on Elena's clit and slowly moved her appendage. Elena tossed her head back only to have it rest on Katherine's shoulder. Her chest heaved unevenly as she struggled to breath. She could feel her third release coming and it threatened to break her into a million pieces.

Sensing that she was close, Damon grabbed hold of her hips and surged forward. Katherine moved back, content with watching the pair as they wrapped up the finale. In the time it took to take another labored breath, Elena was underneath Damon with her head on the pillows where Katherine had been. Her legs were tightly locked around Damon's waist; his body pressed firmly against hers as he continued to thrust. He sought her lips with his and kissed her relentlessly, his tongue diving in and out of her mouth to mimic what their bodies were doing.

Elena broke the kiss by flinging her head back. Her eyes were squeezed shut as Damon went borderline vampire speed with his thrusts. Her release was intense and she could hear her screams of pleasure echoing off the walls. Just as she was about to come down, she felt Damon's lips at her throat. Lost in his own need for release, Damon let his fangs slide down and pierce her skin. The moment she moaned his name, Damon lost control; his fluids warming up her insides as he continued to take her blood. It was like nothing he had ever experienced before.

Katherine watched from the side of the bed as the two slowly drifted down from their high. Her fangs were out having smelled blood, but for once, she didn't feel like spoiling the moment. The two were lost in their own little world. She had already pushed them beyond their boundaries as friends, the least she could do was let them have their moment. Especially since she knew what she had to do afterwards. She grinned around her fangs.

Elena's body had turned to mush. Her limbs felt as if they were made of jelly and she struggled to breathe. Damon had collapsed on top of her, breathing almost as hard. Her eyes opened to the sight of his steel blue ones. He reached up to brush the hair out of her face and offered a small smile. Elena grinned back and shifted her weight. A moan escaped both their lips at the discovery that he was still buried inside of her. Smiling sheepishly, he pulled out and moved to lie on his back off to her left. Katherine stretched out on her stomach on Elena's right and smiled at the two of them.

Now that the heat of the moment was gone, Elena felt awkward. She didn't know what to do or how to react. She began to feel a touch of panic as she moved her eyes to the left then to the right. Her hand shot up to her neck where she touched the necklace; a mixture of relief and self-loathing coursing through her. As she pulled her hand away, her eyes widened at the blood that stained her fingers. Finding enough strength, Elena scrambled out of bed as quickly as she could.

"Elena-" Damon called after her, propping himself up on his elbows.

"Don't!" she hissed, trying everything she could think of to keep herself from crying.

Katherine watched as the girl dressed while trembling. Once she was headed towards the door, she used her vampiric speed to cut her off. "Not so fast."

"Leave me alone," Elena whispered. Katherine smiled at her and nodded. As she stepped away, she moved quickly to stand behind Elena so that she was able to remove the vervain locket swiftly. "Hey!" she snapped and whirled around only to find that Katherine wasn't there.

As she turned again, she jumped at the sight of her duplicate in front of her once more. She grabbed Elena by the shoulders and looked her straight in the eye. "You're going to go back to Stefan's room and take a shower. You're going to scrub until your skin burns because you've scrubbed it raw. You're then going to crawl back in to Stefan's bed and forget this ever happened. Do you understand?"

Elena stared at her with blank eyes for a moment as the compulsion settled in. "Shower, bed, forget this happened," she mumbled.

Elena tried to take a step forward but Katherine stopped her. "But first," she added and raised her own wrist to her mouth. After biting into her flesh, she offered it to Elena. "To heal the mark." Elena nodded and drank deeply. Once Katherine pulled her arm away, she wiped the blood from Elena's mouth. "When you wake up, you won't remember what happened here," she reiterated, wanting to make sure that part of the compulsion worked. With that, she stepped out of Elena's way and watched as she drifted towards Stefan's room.

The moment the door shut down the hall, Damon flung himself at Katherine, pinning her against the wall roughly. "Why did you do that?" he snarled.

She looked bored as she stared down at him. "If she were to remember this, she would drive herself crazy with self-loathing. She just slept with you, Damon. How would she explain that to Stefan? We didn't make her do anything, she chose to stay all on her own." Katherine laid her hands on his biceps. "It's for the best."

Damon growled but let his fangs recede; he knew she was right. "What about her necklace? Stefan's going to wonder why she's not wearing it," he pointed out.

Katherine held out her hand where the chain dangled from her fingers. "When she goes to sleep after her shower, put it back on her," she instructed before pushing him away enough she so could move.

He stared at the wall for a moment before he heard the sound of clothes. He turned to see her redressing. "Where are you going?"

"I'm leaving."

"What?"

She grinned as she pulled on her dress. "As much fun as it would be to stay and watch you destroy yourself because Elena doesn't remember, I have places to go, people to see."

"Katherine-" he started, but she covered his mouth with her hand after rushing across the room.

"I told you I wouldn't be in town long. You're the one that said we could fool around and you wouldn't get attached." She tsked at him and turned around, waiting for him to zip up her dress. "Then again, you only suggested it because you wanted a substitute for Elena."

Damon grabbed her shoulders and whirled her around. "That's not-"

"Don't even pretend that you sought me out for any other reason. You kissed me on the porch thinking I was Elena. You poured your heart out to me. You love her Damon; you know it, I know it. Tonight confirmed any doubts that I had and let me tell you something; she has feelings for you too."

Damon winced at her words. Whatever Elena had admitted, verbally or otherwise, had vanished the moment Katherine compelled her to forget. He would have to spend the rest of eternity knowing that the greatest night of his life would only be remembered by him. Elena would go back to hating him in the morning; go back to loving Stefan. His face contorted into a look of disgust. "I hate you."

Katherine shrugged and went about searching the room for her heels. "You can try to compel her to remember but we both know it won't work because of our age difference. The vervain in her locket might reverse the compulsion, however, that will take years to do. That's assuming she's going to wear it for the rest of her life." After stepping into her shoes, Katherine returned to stand in front of Damon. She held his jaw and reached up to kiss him, forcing his head to stay in place instead of recoil like he wanted to. "Best of luck," she breathed and vanished from the room, leaving Damon to deal with the consequences.