Disclaimer: I don't own anything

Okay, this is my response to Smithy's 'Strip Poker' Challenge. This is my first real try at doing smut so hopefully I did okay. Enjoy.

Elizabeth sat near to the window as she watched the rain pouring down from the sky. Why today of all days did it have to rain? Today when Will was supposed to come and take her on a picnic. They had both been so busy lately that today was when they were supposed to catch up. The phone ringing interrupted her depressing mood so she ran to answer it.

"Hello?"

"Elizabeth, I lost the key to your house. Open your door in five minutes and-"

A loud crash of thunder caused Elizabeth to jump and the power to go out.

"Shit," Elizabeth muttered as she ran to find either a candle or a flashlight hidden somewhere in the house. As soon as she found a candle to light, there was a knock on the door.

"Coming," she shouted before covering her mouth with her free hand. She had no idea who it might be. Could be a burglar for all she knew. Elizabeth quickly found a weapon (her tennis racket) and went over to the door. Putting down the now lit candle she quickly thru the door open, only to almost hit Will right in the face.

"Oh Will, I'm so sorry," she said just as he ducked underneath her swing.

"Its fine," he said standing upright again.

Elizabeth dropped the racket and kissed him. "You're soaking wet," she said wiping her face off.

Will chuckled as he removed his coat. Elizabeth disappeared for a few seconds, returning with a towel for him to dry himself off with.

"Sorry about the rain," he said rubbing his head.

"Hey, it's not your fault they're calling for flooding. Is it? Because if it is then you are so busted Mr. Turner."

"Yes, I am the cause for this flash flood warning just because I wanted to stay with you in the house instead of going outside and having a nice picnic in the park."

"I knew it," she said with a laugh.

Will playfully threw the towel at her causing her to move out of the way laughing. "No, come back. I didn't mean it."

The towel landed on his head and Elizabeth appeared with her arms crossed. She looked to the ground next to his legs taking note of the picnic basket.

"Did you forget it's raining?" she asked with a raised eyebrow.

"No," he said picking it up again, "I just thought we'd have it here instead of outside."

Elizabeth couldn't be more touched.

"That's so sweet," she said kissing him again.

She pulled him into the living room Will placed a blanket down for them to sit on.

"Why thank you kind sir," she said as he helped her to the ground.

Will removed two sandwiches, some grapes, and a bottle of cola. He then removed something else from the basket; a deck of playing cards. Will placed those to the side as he handed Elizabeth one of the sandwiches to munch on.

"So I take it the power's gone out then?" he asked with the food still in his mouth.

Elizabeth swallowed before nodding. "Stupid storm," she muttered as she took a big bite.

When the sandwiches were gone, Will decided to feed Elizabeth the grapes.

"Don't you want any though," she asked.

"Nah, I'm just fine doing this."

"What're the cards for?" she then asked.

"I thought you might like to play a little poker later on. I know you think you're so good at it and all that."

"Why don't we play now," she said sitting up.

Will shrugged his shoulders. "Have it your way then."

He grabbed the cards and shuffled them before dealing her five cards and taking five for himself.

As Elizabeth moved the cards around in her hand, Will spoke up. "To make it a bit more interesting, I have a bit of an idea."

"Yeah," Elizabeth said, still distracted by the cards.

"How about we play it the fun way?"

"What fun way?"

"The sexy way."

That caused Elizabeth to look up at him. "The sexy way? You mean strip poker?"

"Yeah," Will said with a shy grin.

"Oh you are so losing your shorts mister. I'll take three new ones please," she said placing three cards face down.

Will heeded her request as he took two cards for himself. They both rearranged them before Will revealed that he had nothing and Elizabeth had a pair of aces.

"I'll be having your socks then," she said looking to his feet. Will sighed as he handed them over to her.

On their next hand, Will lost again because he had two pair and Elizabeth had a flush.

"Your shirt please," she said with puppy dog eyes.

Will mumbled to himself as he handed that over too. Elizabeth stared in awe of his tanned, almost godlike, physique for a few seconds too long.

"Do you feel a draft?" he asked.

"No; your turn to deal," she said as her cheeks turned bright red.

Will raised an eyebrow as he dealt. At the end of this hand, Will had two pairs and Elizabeth had nothing at all.

"Your turn. I'll be having those shorts then please, Miss. Swann."

"Making a play for my pants first Turner. Nice."

Elizabeth stood and, almost agonizingly slowly, pulled them down to her ankles, stepped out of them and lightly kicked them over to him. Will put them behind him as he handed her the deck so they could continue. When Will took his cards, he couldn't help but stare at her legs.

"Will," she said waving a hand in front of his face.

"What?"

"How many do you want?" she asked showing him the cards.

"Oh, just one please," he said not bothering to look at the card he was putting down.

Elizabeth gave it to him and he looked down to see he had absolutely nothing at all.

"Well, I have a pair of twos. How about you?"

"Nothing," he said with a sigh.

"Then I'll be having your pants William," she said with an evil smirk.

Will laid on his back and took off his jeans.

"What a nice package," she said causing Will to blush a very bright red.

Elizabeth laughed as she handed the cards over to him. Will won the next two hands causing Elizabeth to lose her own socks as well as her shirt. The two were now sitting in their under garments staring intently at their cards and hoping to be the victor.

"Two pair, how about you?" Will said putting his down.

"Two pair two. Twos and Sevens."

"Aces and Tens. Ha."

Will took his sweet time picking what article of clothing he wanted off of her next. "I'll be having that bra then."

Elizabeth, not missing a beat, unclasped it and threw it at him. Will caught it and placed it by his side. He shrugged his shoulders as they continued.

"I don't know if I want to keep going Will," she muttered.

"Oh come on. Technically we're almost finished."

She sighed as she took the cards from him. She dealt them both five cards and looked through them.

"I'll have two cards then," he said putting two down.

She handed him two and took two for herself. Elizabeth gulped; she only had a pair of twos. She really didn't want to lose this hand.

"You first," Will said to her.

"A pair of twos," she muttered. Elizabeth was about to start removing her last piece of clothing when Will began to laugh. "What's so funny?"

"I have a pair of twos as well."

He put his cards on top of hers causing them both to laugh.

"I suppose this ends in a draw then. What happens now," she said reaching out a finger and tracing a little circle on his bare chest.

Will placed a hand on her back and kissed her while simultaneously forcing her down onto the blanket. She smiled into it as she wrapped her arms around his neck. Pulling away for a second, Will looked at her seriously.

"This wasn't originally part of the plan you know."

Elizabeth shrugged. "That stuff just happens sometimes."

"It's fate."

"It's fate that you've somehow gotten into my pants?"

"What pants?"

"Touché. Are you going to have your way with me then?"

"Aye. At least we're already halfway there what with no clothes and all that."

Elizabeth smiled again as she pulled him into another kiss and began to remove his boxer shorts. She reached inside and touched him causing him to jump slightly.

"Elizabeth," he said surprised.

"I didn't hurt you did I?" she asked slightly worried.

"No it's just that..."

He trailed off as Elizabeth continued to run her hands along his torso. She reached behind his head and rolled on top of him. Will's hands on her body though made Elizabeth think that if she had been standing right now, she'd collapse. He began to remove her lacy panties as well.

"Oh Will, Will, Will," she whispered into his ear.

Will leaned up a bit and Elizabeth felt him enter her. She sighed as their bodies moved in the dance of two who were really and truly in love.

"Will."

"Elizabeth."

"My love," he whispered.

This went on for quite awhile until finally Will laid by her side as they both gasped for breath. Elizabeth moved in closer to him and he held onto her tightly.

"I love you Elizabeth."

"I love you too."

Will kissed her on the forehead and the two of them laid there until the rain stopped and the moon rose high into the sky.

Thanks for reading. Let me know what you thought about it.