Co-wrote with Grellslilsecret.

Grell wasn't prepared for Will's next move. One moment he was simply staring at the scenery as it rolled passed his window, and the next he had world around and firmly kissed Grell. She opened her eyes wide with surprise before melting into his kiss. He was so rarely impulsive and she knew to savor this moment.

Her heart pounded wildly in her chest. She thought perhaps this might be it! A time she had long waited for. The time when they consummated their love. But she didn't dare hope and pray that hard. William, after all, was a man of habit and seldom breached character. They had been dating for far too short of time for him to even be considering sex. Seeing how it took around eighty years just to get him to date her.

It was bizarre enough for him to be kissing her so patiently in public. They had only kissed in the privacy of their own homes, and even then after he had checked every door and window, but perhaps this wasn't the time to question as his tongue sought entry. She opened her mouth and buried her hands in his short, dark hair. Somewhere between their mouths, a moan was lost.

Their bodies pressed firmly against one another as their tongues explored each other's mouth in a passionate tango. She gave a jolt, feeling his strong hand suddenly grip her rear end. This was really unexpected.

She slipped her hand down his back and it resting on Will's own rear end. The muscles were so strong beneath her touch, and she could feel them quivering even through his clothes. They had made out a few times, but it was nothing like this. Then, she felt Will's hand began to slide around to slip between their bodies.

She pulled back abruptly when his hand came to brush across her most intimate of areas, a horrid thought coming to her. He simply pulled her back and kissed her harder, his now evident arousal pressing against her. She pushed him away this time and putting more distance between them.

"What's wrong?" he asked, confusion clearly shining in his eyes. His hair was mussed slightly, and she loved seeing him like this. She loved seeing him lose just a bit of the control, but she was scared.

"It's nothing," she mumbled, trying to smile, "Can't we just cuddle a bit."

William's confusion faded as he frowned deeply. "I don't want to cuddle," he said harshly, pushing away from her, "If you don't want to be with me, just say it! Or have you said it already?"

"No!" she cried, "I want to be with you, it's just..." Her voice trailed off as she just couldn't find the words. How could she explain her fears? How could she let William know that she was so scared that the moment she gave himself to him would end their relationship - just like other lovers before him.

"We both know you're not a virgin, so I know it's not that."

Grell looked at him and struggled with her words. "I'm no virgin, that's true," she admitted. The first few tears began to collect in the corners of her eyes. "But I just don't want to lose you!"

"What does sex have to do with losing me?" William returned.

"Well," she began hesitantly, "it seems like everyone I...give myself fully too, leaves me soon afterwards." A single tear traced its way down her face. "I love you, Will, and I'd do anything to be with you. I want to love all of you and you to love all of me, but I'm afraid."

"The Grell Sutcliff I know is not afraid of anything."

"I'm afraid of losing you."

William's face softened. "You don't have to be afraid," he said, as he scooted close, "I'm not going to leave you."

Grell was nervous, but here was her love sitting right in front of her. Swallowing her fear, she moved forward and reconnected their lips. How she loved his kiss, but she knew that she needed to show she trusted him. Slowly, she moved her hand down to the front of his pants and found he was still very interested in continuing. "Some of them have said that before too, but they left me all the same," she said quietly as she toyed with his belt buckle.

He stroked her face gently and sighed as he felt her hands upon his belt. "I'm not like them," he said, "I'll never leave you."

She smiled, although there was still some fear in her eyes, as she unbuckled the belt and slowly undid Will's pants. She locked her eyes with his as she slipped her hand inside. "Though, you know, I'm certainly surprised at you, Will. A public place? How daring?" she attempted to make light.

He moaned as her hand dipped into his underwear and began to stroke him "Everyone has to be a little daring sometimes," he said, as he began to work at opening her pants, "in the pursuit of love."

She looked up at him, her eyes shining. Did he just admit to loving her? "Show me, Will. Show me your love."

She needed him. She wanted him, pulling his face down for a passionate kiss. William's lips moved from her mouth to nip and suck along her neck and ear, pressing her down onto the seat. He continued to moan and grunt softly as she fondled him. Grell's own voice grew louder with each nip and touch as they disrobed.

"Shh!" he hissed in her ear. "The other passengers do not need to know."

Grell swallowed, gasping for breath, "Your kisses are like fire setting my body alight with the heat of your passion and lust, but I'll try."

"Honestly," he muttered, pulling off her boots and wrangling off her tight trousers to expose her red panties red with black lace trim and a black bow on each hip. Somehow William wasn't surprised.

"Oh!" she exclaimed

sitting up.

"What now," he growled impatiently.

"I didn't bring any lube with me. How are we...going..to...?" William pulled a small bottle out of his pocket. She gave him a sly grin, "You were planning this all along."

"I had considered it, yes. I thought t best to be prepared."

She tugged on his trousers. "Why are these still on?"

He smiled, the rare expression gracing his face, as he allowed her to remove both his pants and underwear. Although they had gotten close to being intimate, she had never seen him fully nude before.

"Why Mr. Spears," she said, coquettishly, "Are trying to smuggle another death scythe you didn't tell me about." Laughing to hide her own nervousness, she ran her fingers over the tip before slowly stroking up the shaft.

William seemed to forget his warning to her about being quiet as he moaned loudly at her touch. He reached forward to pull down her own underwear as her erection sprang free. With the underwear removed, he repeated her actions and soon they began to stroke in unison.

"Not bad for a 'b-average'?" he smirked

Her breathing increased as the feelings grew inside her. Will had said that she wasn't a virgin, and that was true, but this so far beyond anything she had experience she might as well be.

"No, darling, 'Triple A' all the way." She groaned as she arched her back, bucking into his touch.

He withdrew his hand from her twitching member earning him a glare until she saw what he was doing. He poured some oil onto his fingers from the bottle and inserted a finger.

"Will," she said breathlessly as she laid back. He leaned over her, their eyes connecting as he slowly slipped the tip of his finger in. She hissed and took in a deep breath. Despite the rumors, it had been a long time since she had been with anyone.

"Are you okay," he whispered, leaning closer.

She almost laughed at the question as his finger was still inside, but she wrapped her arms about his neck instead. "I'm fine," she said, "I'm in love and we're finally ready to make love. Oh Will, this is just the perfect moment. There are no words to describe how I feel right now."

He kissed her as he began to move his finger. She forced herself to relax as she focused on his kiss and his proximity. Besides, she knew what was about to happen.

A second finger joined the first and the feeling of stretching met the place were pain joined pleasure. He searched and probed inside her, as his free hand began to stroke her

He continuing scissor and stretching her, and the feelings inside her only grew. She began to wonder why she had feared this all this time as he leaned forward and kissed her deeply as he added a third finger. Almost immediately he brushed that spot inside her, and she shoved herself against those probing fingers while moaning into his mouth. This was driving her mad with pleasure and she needed all of him now.

It was almost as if he could read her mind as he removed his fingers and she watched as he lubed himself. There was a tiny return of the fear for she realized that this was the moment where they couldn't turn back, but she knew that she didn't want to. He positioned her and she did he best to relax as he slid inside.

William was well-endowed as she had expected, and she scrunched her face slightly from pain as she adjusted, yet it began to morph into an almost imaginable pleasure. Opening her eyes, she looked up into the face of her lover knowing that this was the moment they had both been waiting for. He was watching her carefully, no doubt judging her reactions, so she pulled him down for kiss as she arched her hips upward.

That was all the motivation he needed as he began to move and soon their bodies were in sync as they had done this a million times before. They were no longer in a train car rolling through the German countryside. They alone existed here on some higher plane. Their moans became the only sounds in the universe as they moved together.

His movements sped up and became more erratic until he gave a shuddering gasp filling her with his pearlescent liquid. Not failing in his duties, he continued to stroke her to completion. A scream pealed from her throat, blissfully covered up by the train's whistle as she released into his hand. He gazed down at her and she up at him, their breaths coming in pants. Now was the moment of truth. Her heart pounded in her chest. Would he cast her aside now that he had had her?

William leaned down and kissed her tenderly, trying to convey his everything he felt for her in one simple action. The words he whispered in her ear as the train whistled again brought tears to her eyes and she clung to him tightly. A voice was heard in the corridor announcing their arrival at their destination.

Grell giggled. "What is so funny?" William asked. "Was my performance unsatisfactory?"

She barked a laughed before saying, "No, dear, you were brilliant. It was beautiful. I was just thinking what a mess we must look right now and we have a meeting we must go to."

"We'll just have to clean up the best we can in what time we have."

She followed him through the woods, eventually coming to a set of train tracks where two reapers stood next to a dead body. "Long time, no see," she returned Rudgar's greeting with a wink, wondering how he was going to take seeing her again after all this time. He was just as good looking as she remembered.

"Flashy as usual," he returned, taking in her red coat whilst the others wore the standard black.

"I am the only girl in the group, after all. It's just natural," she said with flair.

Rudgar's young partner handed William the file. "I can't believe they made us come all the way to Germany. You sense that something big might be happening soon. Honestly," William huffed, opening his briefcase and putting the documents inside.

"I'm actually enjoying our trip together, Will~" She chimed in. After what he said on the train, she found his attitude now disheartening. Had he not meant it? "Ouch!" He poked her with the sharp end of his scythe. As William conversed with the younger reaper, Grell noticed a few things that had been neglected in their cleanup. The back of his hair was mussed, her perfume clung heavily to him, and she thought she could see a smudge of lipstick on his collar. It seemed Rudgar noticed it too by the look he was giving her.

Business having been taken care of, they bid their farewells, Grell giving a nervous wave back. As they walked away, she tried to smooth down his hair, earning her another poke from his scythe. "Your hair is still a mess," she whispered, "I'm trying to fix it…Or we can stop in Baden-Baden and mess it up some more."

"That…would be acceptable," he returned. "I'm sorry for hitting you with my scythe. It's just you know how I feel about others knowing about us."

She smiled as he took her hand as soon as they were out of sight. It was almost like they were on a honeymoon.