Disclaimer: I own nothing. Warning this chapter contains their first time. If you do not wish to read about it, don't worry because it's not 100% necessary for the rest of the series. If you read the first two and find the below chapter to be too graphic for you then I do wonder why you read the first two. I was sort of clear from the beginning. Either way, I warn you.

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"Damon," I whispered as I realized my sudden exposure. While Damon and I had been incredibly close growing up we'd never fully taken the liberties of being fully naked. Sure he'd begun his explorations but I'd never lost all of my clothes during any of those times. He'd seen me topless and in one instance without pants but never the whole package.

He was frozen on top of me as he stared down at my body with an odd look. He seemed in a different place and I was hesitant to say anything while he seemed so perplexed. His hands were braced around me but his fingers flexed as though he wished to move them. His eyes darkened as I slid my leg down to rest flat against the floor.

"Damon?" I whispered. I wanted to get up and cover myself from his gaze. While Damon was usually respectful and almost seemed to worship the ground women walked on, he seemed to be staring too intensely. His eyes closed for a second and he shuddered powerfully against me. I turned my face away from him and closed my eyes wishing the moment would end so I could throw on some clothes and we could forget about my clumsiness and possibly our earlier fight.

After a beat my eyes shot open in wonder. I turned to face him once more and stared at his face. He was clenching his teeth and shaking slightly as if he was fighting some intense pain. I reached up to touch him and felt it. Between my thighs he rested so firmly there was nothing left to my imagination. He was hard and thick and I felt my body reacting to his closeness.

There was something ancient in the way he held his body and I found myself just trying to absorb the look of him. He seemed like some ancient being that fought against the one thing he wanted more than anything in the world. While I knew it wasn't actually me, for a second I could believe it was me he wanted.

"Damon?" I asked again, reaching up to him. His eyes shot open and ensnared me in their gaze. His usual calm look was stormy at best, dark blue eyes speaking of what he thought to do.

"Don't move Elena," he whispered firmly. "I need a moment."

"Damon you don't have to pretend you are so affected," I replied. "Let me get my towel."

"Do you really think I'm pretending?" he hissed in anger. "Do you really think so little of yourself?"

"Damon...I...look you're just upset about earlier," I replied. "You were a bit wound up earlier and it's just part of that."

"Huh..." he mumbled. I held his gaze and then gasped at the change in his eyes. Before it had been pained, dark stormy depths, and now it was as though I'd thrown down some sort of challenge. I reached up to stop him as he moved forward but his lips found mine first.

Damon was a spectacular kisser, one that seemed to take great pleasure in wringing every ounce of pleasure from his partner. She'd seen women line up at the town fair when in a fit of anger, Damon had volunteered for the kissing booth. Matt Donovan's mother paid Damon a fifty and they went without power for the last two weeks of the month. Damon had used an ice pack for three days after those hours. Although smug he'd confessed he wouldn't ever do it again no matter how much money he was offered.

"Mmm..." I groaned as his tongue nudged my lips open to play with mine. With each playful taste, his hands began their tantalizing movements. Finger tips brushed along my sides as shivers erupted, jumping from nerve to nerve. He made a content sound as he seared my insides with one powerful look. His lips moved from mine as he pressed feverish kisses to my neck. Teeth joined the fray and I found myself writhing beneath him. As always my neck was a sensitive spot and I could hardly think straight as he waged war on me.

"Tell me you want this," Damon whispered. His one hand lifted slowly and with an intense gaze locked on me, he cupped my breast. He was gentle as his thumb brushed over my nipple again and again until I closed my eyes from the shocks of pleasure I felt. We had done this before but something in his gaze told me this was incredibly different.

"Tell me Elena," he commanded as he leaned down to nip at the sensitive tip. My body arched up from the unfamiliar sensations. We'd always fumbled in teenage haste in order to find some satisfaction from the raging hormones. Although Damon was not a virgin he always seemed to act like that with me. His moves evaporated and he acted like he'd never been with a woman before. He claimed it was different with me but I wondered if it was a bad thing.

"Would it help if I said I was sorry?" he asked softly as his hand trailed down over my stomach. "Would it help if I said she meant nothing?"

"Damon...you called me by her name," I replied sadly. "It hurt me Damon."

"I know Elena and I'm so so sorry," he whispered with a soft kiss to my ear. "I broke it off with her."

"You what? When?" I asked. His fingers slid lower and I gasped when I felt the tip of his finger against me. He didn't move his finger at all as he paused in his thoughts. He pressed soft kisses to my cheeks as he coaxed me to allow him to continue.

"This afternoon," he whispered. "It was why I was late today. I couldn't do it anymore."

"Do what?"

"I couldn't pretend I was happy with her anymore," he replied. He burrowed his head against my neck in need and I sighed. Damon was always so cocky and completely in control and for a second he looked completely unsure of himself. "I couldn't pretend that I didn't miss you."

"You missed me?" I asked softly. He kissed my neck in a soothing manner before moving up to stare at me intensely.

"Of course I missed you," he said vehemently. "You are the only amazing thing in my life. You're the only one who forgives me always and makes me want to be better."

"Damon...I care about you but it really hurt," I said bitterly. "I'm always second choice Damon...always."

"Never in my eyes," he replied as he moved to kiss me. His lips were firm against mine as he slid his denim-clad thigh between my legs. He covered me slowly as his fingers moved tentatively against me. I gasped loudly at the sensation as he moved slowly as if gauging how I felt about his touch. I felt the warm, wetness surge forward as my body reacted to his perfect movements. He held my face in a tight grip so I could only watch him and see every little smirk. He was smug to a fault as my body trembled in need.

One finger slid inside me so quickly I surged up, hips pumping wildly at the unfamiliar sensation. I felt full but still...empty? Did that make any sense? It was such an unfamiliar sensation but I seemed to want more and more. I needed more to fill that aching sensation so I could finally crest that hill I had been waiting for when in Damon's arms.

"Tell me you want this Elena," he demanded. "Tell me you want me to be your first. I want to be."

He held me in his intense gaze as I struggled to find the words. How does one tell their best friend they are in love with them? How does one tell them how much they want them to be the first and last to ever touch you in that way? How do you be honest with yourself while setting yourself up to lose the one you love?

"I...please Damon," I managed when he slowed his soft movements. I panted loudly as he withdrew from my body with a lingering touch. His hand moved up over my stomach to rest where it had started, my breast pressed intimately against his palm.

"Tell me," he commanded.

"I want this," I whispered. "I've always wanted it to be you."

"I tried to stay away," he confessed. "I tried to let you find some other man who would make you happy but I'm selfish. I hate the thought of one of those idiots touching you like this. They'll ruin it for you."

"Damon," I murmured thoughtfully. For a second I thought love had passed through his eyes but it was gone before I could consider it fully. He was jealous and possessive but he was like that always. It was really no surprise he wanted this for himself. He always wanted everything I would give him just as I demanded so much of him. It was unconventional but...it seemed perfect.

Before I could process another second of our unconventional love-making, I found myself scooped up in his arms. He deposited me gently against his sheets and took a moment to remove his clothing. He left his boxers on thankfully, seeming to understand how nervous this made me. I would always look back on this moment as a magical night but in the back of my mind I would always wonder if I wasn't quite good enough. I had no experience and absolutely no idea what I was doing.

He settled over me again between my legs. He was gentle as he brought me into a kiss that seemed to carry every ounce of pleasure possible. It was feverish yet gentle as he coaxed every sound he could from me. With one wild smile he began his descent down my body, playing as if we weren't naked at all. He tickled my ribs until I was laughing and trying to fend him off. He nipped at my stomach until I moaned from the pleasurable pain he invoked. It was only when I felt his warm breath between my thighs, I shot up in alarm. We'd never done that before!

Before I could fight him away he took me into his mouth causing me to make a sound vaguely like a cat purring. It was an odd sound and honestly it was sort of embarrassing but he seemed to enjoy it. He chuckled lightly as I tried to decide whether I wanted to fight him off or drag him closer. I felt his intent even in the midst of intense sensation. He wanted me to lose my mind. Bastard...

I surged higher and higher as I struggled to find some way of anchoring me to reality. It was so easy to drift away in sensation and just let go of everything. He wouldn't stop unless I was in pain or we'd done whatever it was he wanted. My fingers clenched at the sheets but they did nothing to alleviate the building pressure inside. I grasped my hair but I found the position uncomfortable.

Finally my fingers sought out Damon and I sunk them into his hair, grasping him tightly as his tongue swirled with purpose. I felt the beginnings of something and I gasped loudly, calling out his name in confusion. This was different. This was something beyond my comprehension. This was...perfect.

I shuddered against him as I tried to make sense of the explosions rocking through my body. I quivered as he finally pulled back from my body, sliding up slowly as I tried to force my eyes open. He kissed my eyelids tenderly as he stroked my cheek softly. It was only when I realized his boxers had vanished that my eyes shot open.

"Shh...it'll only hurt for a moment," he whispered. "You can tell me to stop and I will."

I tried to form words but I was distracted by the odd wetness on my inner thigh. He was pressed intimately against me and I realized it was him. He was excited beyond what I'd ever thought possible from him. Damon was control and hated any second of weakness. He always seemed hesitant to let me touch him and he'd usually fought me off when I grew increasingly curious.

His hands slid over my thighs as he moved closer until I felt the unfamiliar fullness of him against me. He was slow as he slid forward, pressing only slightly against me as I tried to understand the invasive nature of his movements. I felt him stop when he pressed against something and my eyes flew to his. In one second I could be no longer a virgin. One more movement and I would have let my best friend take my virginity with no promise of a future.

"Do you want me to stop?" he asked softly. I reached up to brush his cheek with my fingertips. His face was flushed in pleasure, his eyes wide with pleasure. He looked so happy and excited. He looked like he genuinely wanted this from me. Could I give it to him?

My answer came quickly. During my soft touches he turned his head slightly, kissing my fingers softly. How could I doubt him when he knew me so well? He was the one person I could trust in this moment of vulnerability. He was the only person I could look back at and smile over these moments of tenderness. He was trying so hard to make it wonderful for me.

"Please," I whispered. "I need you." His eyes widened as he leaned down to kiss me once more. Our eyes locked during the kiss and his filled with apology as he pushed through the thin barrier, uniting us completely for the first time. I felt the tears in the corner of my eyes and I tried to push them back. It wasn't horrible but it was...uncomfortable to say the least. He froze after the first full thrust waiting, it seemed, for my body to relax.

I felt the first tremor of pleasure as I rocked experimentally. He groaned against me before dropping his head to my shoulder. He groaned again when I began to rock more forcefully against him, testing each little slide thoughtfully. Every movement was slightly different containing a slightly differing level of pleasure. A slow slide made my toes curl a little but the harsher slide made him hit a part of me which made me gasp.

"You are killing me," he mumbled. His hands held my hips still as he pulled back out of me, making me whine in displeasure. I liked the odd fullness it gave me and I longed for a little more. He began to move slowly, shallow strokes which made me beg for more. The words seemed strange as I lost myself in the rippling of his muscles against mine and the feelings coursing through my veins.

"Please...oh please..." I begged as he continued his off-beat torture. I couldn't contain the emotion as I turned my head back and forth as pleasure built. He seemed unaware of my need as he continued to tease and play with me, grunting when I tried to hold him tighter. Finally when I thought I could take no more I reached up and pulled on his hair.

"Ow...fuck..." he grunted in pain. "Shit Elena that hurt!"

"Stop fucking around then," I commanded. "You can play later."

"Is that a promise?" he asked while an odd glint stole into his eyes. He leaned down to nip at my nose playfully as he held my hands to the bed. It felt strange to fight him here when he was still inside me, still wringing pleasure from me. He laughed then, an odd sound in such an intimate setting.

It bubbled up inside me when he pressed my hands beside my head, linking fingers tightly with his. I felt the laugh and let it out as he smiled. He seemed so happy and free and I couldn't fault him for prolonging the inevitable ending of this moment. He slid forward once, and I moaned low in my throat.

"Can I play more?" he asked seriously. "Can I?"

"You and your toys," I whispered playfully.

"Do you want toys? I can get some?" he asked.

"Umm...I was kidding," I replied.

"I wasn't," he stated as he began a furious pace, silencing me effectively. I arched up against him as more pleading words spilled from my lips. I lost the sense of understanding as I felt the fire burning brighter and more intensely. One thrust, one kiss, and I fell blissfully over the edge.

I called out his name in surprise and then felt myself splinter until I couldn't imagine ever feeling the same again. I was unaware of him as I floated above the ground, thought gone as I tried to make sense of the world. He must have followed me because of the animalistic sound that rang near my ear. My thoughts wandered as I suddenly realized I would never be quite the same again.

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"I can't take it anymore," I whined. He was the devil incarnate and I found the anger flowing as he teased me. He hadn't been kidding when he'd gotten me to agree to two days of pleasure. He'd convinced me to remain in bed for the most part, only rising to go to the bathroom or to get the take-out he had delivered.

We'd had sex again and again until I pleaded for a break. I was sore and he apologetic. I fell asleep in his arms and woke in them in the morning. He was gentle as he got me a t-shirt to wear as I went to the shower. When I returned he had changed the sheets and gotten breakfast for us. He'd been the same Damon as always as if we hadn't spent a night wild in bed.

The day had passed slowly as we enjoyed each other's company. We had laughed and joked in bed as we talked about everything in our lives. We laid together as we watched some crappy romantic comedy on TV which turned into a bout of slow love-making. He seemed insatiable and I found myself wondering why anyone bothered leaving the house at all.

Now I found myself tethered to his headboard as he teased me with one of my silk scarves. I had thought of it purely as decoration for an outfit but now knew I would never look at the silk scarf the same way again. It teased me mercilessly as he swept it over every sensitive spot on my body.

"You can always take more," he mumbled cruelly as he licked the center of my body. He had missed a little of the caramel sauce he'd managed to sneak into the room. It hadn't been something I had been expecting but I certainly could understand the booming topping business.

"Damon..." I moaned when I felt him moving against me, rocking teasingly.

"All right...all right," he finally agreed.

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Sunday night came suddenly and I found myself sad with the idea of returning home. He must have sensed it because he grew distant as I packed. I could still feel him between my legs, the soreness acute but still present. He had been quiet as he made the bed and I slid the remaining clothes into my suitcase. I'd only worn two outfits the whole time and I hoped Gianna wouldn't notice. It was not something I wanted to discuss with Damon's mother.

"You're sad," he whispered as he slid behind me. He wrapped his arms around me and pulled me into his arms until I could seek comfort in his embrace.

"Of course I'm sad," I replied. "What did this weekend mean Damon?"

"Does it have to mean anything?" he asked. Suddenly he realized it was the wrong thing to say because his arms tightened against me. "Maybe it means we found a way to make our relationship mean more. It doesn't have to change."

I closed my eyes and breathed deeply. He didn't want a relationship with me after this weekend and I longed for my car so I could cry in peace. No matter how great our weekend was it wouldn't change a thing.

"What if we just...sought out each other when we needed a break from the world?" Damon mumbled.

"Friends with benefits?" I asked softly.

"Exactly!" Damon replied. "We know we wouldn't hurt each other in this. We care about each other too much."

"So we're friends who have sex?" I said hesitantly. He nodded slightly and I realized he was offering me an in. I wanted him more than anything and maybe this was the way I could have him. I could be with him in this and maybe something more would come of it down the road. I wanted him any way I could get him and this was my golden opportunity. It didn't hurt the man had amazing skills and I hungered to learn more.

"Okay."

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So…what do you think?

I'm working on CMI and STC this next week. My schedule is a little hectic but I'll try to get out another chapter of something this week.

Don't forget the blog! Tsukikomew (d.o.t) blogspot (d.o.t.) com