NOTE: The rating of 'M' is accurate: explicit, consensual, caring sex to follow.

*****

They walked without speaking down the long corridors, their footsteps echoing softly off the worn tile. Finally they reached their destination.

"This is me." Helen grasped the doorknob and turned to face Will, her back against the unopened door.

Will read the signs. Her breath rate was up, lips slightly parted, and face flushed, but Helen's stance blocking the bedroom door was not encouraging. Perhaps he'd misunderstood her after all.

He raised a hand to brush the hair back from her face. "Good-night, Magnus," he said and began to turn away.

Confusion flashed across Helen's face, followed swiftly by comprehension.

"Won't you…?"

Will turned back.

Helen moistened her lips, gave a slight smile, and tried again. "I'd like you to come in."

Will's eyes narrowed; then he nodded. "Yeah. Okay." He smiled.

"Okay." Helen, her back still against the doorframe, turned the knob, and pushed open the door.

Will brushed against her when entering doorway, and his every nerve began to hum. The energy propelled him into the room, so that when he turned he observed her from a distance of several feet. Helen's hair was tousled and her chest rose and fell with her breathing, noticeable even under her tailored suit coat. He felt his pulse race and his heart catch in his throat. He couldn't take his eyes off her.

"Nervous?" Despite her apparent arousal, Helen's voice was cool and mischievous. Her eyes locked on Will's, she raised her hand to her suit coat's top button and slid it out of its hole. Then her hand dropped to the next button and repeated the action.

"Let's just say that, uh, …once again you've aroused my…uh…curiosity."

"Curiosity killed the cat."

"Is that a threat?" He punctuated his question with the swift unzipping of his hooded sweatshirt.

"Do you find me frightening?" Helen smiled and undid another button.

"Terrifying." Will slid off his hoodie and flung it onto a nearby chair. When her turned back to face her, she was a step nearer, her coat fully unbuttoned. He let out a breathy whistle and took an involuntary step toward her, grasping her lapels and pushing her jacket from her shoulders. His hands were shaking slightly as he folded the coat and placed it neatly next to his on the chair. He then looked carefully at her figure, elegant even in a state of semi-undress. "Definitely terrifying."

Helen took another step forward so that she was standing directly before him, her breasts grazing his chest with every breath. "I'll protect you," she whispered, leaning forward to press her lips against his.

Their kiss began gently, tentatively, but rapidly deepened, and both were breathless when they parted.

"Ashley…."

"Excuse me?" questioned Will, disconcerted to hear her daughter's name pass Helen's lips in a moment of passion.

"Ashley said…I have to be sure…to see you without your shirt." Helen paused to catch her breath. "She seems to think the view is something special."

Will blinked, uncertain how to react.

"Will, why does my daughter know what you look like without your shirt on?"

From teasing to tentative in five seconds flat. Now Will knew he had to respond.

"Nubbins."

"Oh. Of course. So you were feeling 'randy'." Just not for me. Helen didn't have to speak those final words for Will to hear them, nor did he miss the flicker of pain cross her face before she sat, back to him, on the corner of the bed.

He followed her and sat beside her, reaching around to turn her face toward his.

"No, Magnus, one of those damn furballs peed on me. Ashley put my wet shirt in her hamper and gave me another to wear from her closet. That's why my shirt was off."

"I see. And that's all then?" She looked at him intently. She might not have Will's training, but after years of experience she was almost as able to read people as he was. She could certainly read him.

"No," he said softly. "I almost kissed Ashley."

"Almost?"

"We were interrupted when the nubbin escaped." Helen began to pull away, but Will drew her back. "Magnus, that was pheromones; this is something else."

"Are you sure?"

"I'm sure."

"For Ashley as well? I won't put myself in a position to hurt my daughter. Not for this. I won't break her heart."

"You won't be. She told me tonight that she has no interest in me. I'm not her type."

"Her type?"

"I'm too geeky."

Helen rolled her eyes. "Leave it too my daughter to disparage intellectual acumen in a lover. I find your intelligence appealing."

"Good. I find you appealing, too. Now can we go back to kissing?" He slid one of the straps of her camisole down her shoulder.

"I'll consider it."

"You'll consider it?" He leaned closer.

"Mmhm, I'll consi…." Helen's words were hushed as his lips once again claimed hers.

*****

What happened next was lost in a blur of lips and hands, strokes and caresses, nips and grabs. Finally Helen found herself naked on her back in bed, watching in bemusement as Will, also naked and propped up on one elbow, languidly drew abstract designs over her torso with his fingertips. His hand grazed her collarbone, divided her breastbone, circled a breast, and descended her waist, coming ever closer to her vagina but never quite dipping low enough to satisfy her desire. Once, when he brushed her pubic hair, she cried out, but mostly she emitted near-constant low moans of contentment. In all her long years, she'd seldom felt so electrified—or so cherished. They both seemed a bit drugged.

In her position Helen could do little to actively stimulate Will. Occasionally she raised her hand to stroke his face, usually eliciting a smile and a gentle kiss, but it took some maneuvering before she was able to raise her near hand to sweep her nails over his upper legs and groin. It was a whisper of a touch, yet Helen felt his scrotum tighten and his leg hairs rise. When she pulled her fingers away she felt a drop of pre-come on her fingertips. Will looked down at her, mouth parted and eyes lidded with desire. In response, Helen felt her own flood of arousal. She suddenly decided she'd waited long enough.

Reaching down, Helen wrapped her hand around Will's engorged penis, pulling firmly from its base to the soft cap at its head. Will moaned and his penis stiffened further in her grip. Helen stroked him again, rubbing her thumb over the slit at the top, spreading the viscous fluid around the cap and down the shaft.

Will seemed to understand that it was time to intensify his attentions. His touch became rougher as he palmed each breast in turn before bending down to tug gently on each nipple with his teeth. While his mouth continued to lave and nip her breasts, his hand finally found its way between her legs. At first he simply stroked and teased her curly pubic hair, but sensitized as she was, even that tender touch was enough to set her mewling, her head thrashing back and forth on the pillow. Then Will reached one finger between her outer labia, just one, but as it grazed her clit she cried out in pain and pleasure. Her intense sensitivity told him to proceed carefully. He moved his fingers gently down her slit, reveling in the wetness he found there. He carefully spread her juices inside the labia and over Helen's sensitive clitoris, knowing that the moisture would intensify her pleasure and reduce her pain. Then he pressed firmly on her distended nub and began to rub. Immediately her hand spasmed around his penis, and their cries together filled the room.

"Oh God. Oh Will. Oh God!" Helen's usual eloquence deserted her, while Will was reduced to a series of grunts. Their hands moved faster. As Will slid first one, then two fingers into her, Helen's strokes became jerky and uncontrolled. He felt the tightness of her vaginal walls as they contracted around his fingers, the firmness of her grip, and the contraction of his scrotum, and Will knew he couldn't wait much longer. He wanted to feel himself enveloped within her, drowning inside of her. Her cries told him she was ready.

Helen whimpered when he pulled his fingers from within her, but he swallowed her whimpers with his kisses.

"Now? Now Helen?"

He pulled back just far enough that he could look deeply into her eyes. Even in that moment of passion, his breath was caught by just how beautiful she was, hair mussed, cheeks flushed, lips parted, eyes glazed. This was because of him. She wanted him.

"Yes, Will. Now."

In one fluid movement, Will rose onto his haunches, reached for his jeans, and extracted a small foil package. Kneeling as he was, his penis rose prominently before her eyes. Her breath hitched as she saw it in full extension. She found herself aching to touch him. Never taking her eyes from his, she reached down between her legs and rubbed her palm and fingers along her dripping vagina. His hands stilled as he watched her touch herself. Then she raised her now-slick hand to his dick and slathered it with her juices.

"Oh God! Oh Helen. Careful, I might come."

"You won't."

"I won't?"

"You won't." She looked steadily at him.

He nodded. "I won't."

She began to rub him in earnest, pulling his penis with long firm strokes, teasing with her nails the sensitive skin at the brim of the penile cap, cupping his balls in her hands.

"Oh God."

Will closed his eyes to maintain a measure of control, but they flew open again when he felt her warm, wet mouth surround him. He reached out with one arm to steady himself against the headboard. His other hand he rested gently on her head, not pushing or directing her, just weaving his fingers into the strands of her hair. His eyes fell backwards into his head, and Helen could hear him murmuring over and over again "I won't, I won't, Oh God, I won't." Mouth full of him, she smiled in lazy satisfaction.

After a few more moves up and down his shaft, she finally released him with a soft pop. Then she took the foil packet from his unresisting fingers, opened it, gripped the tip with her forefingers, and unrolled the sheath over his shaft.

"How do you want me?"

Any way I can get you, he thought in response. Then he bent down to kiss her long and hard, tasting the mix their juices on her lips and tongue. That on top of everything else nearly took him over the edge.

"I want to see you when you come," he said, his voice thick with desire. "I want to see you come for me."

Helen spread her legs in invitation.

Will positioned himself above her, then lowered himself so that his penis was at her entrance. Using his finger as a guide, he slid into her, moving slowly. Even though she was wetter than any woman to whom he'd ever made love, her vaginal walls were still tightly contracted, and he didn't want to stretch her too quickly. He began to suspect that although Helen had certainly had several lovers in her life, she hadn't had one in some time. The thought increased both his excitement and sense of responsibility. Clearly this wasn't some inconsequential tryst. He bent to kiss her once more and then began to move back and forth within her.

Helen felt him move, felt the tenderness of his kiss, and a small knot of fear buried somewhere deep inside began to unravel. She angled her hips to meet him, feeling his scrotum slap her anus every time he slammed back into her. Quickly their pace increased. Helen began to thrash her head from side to side and raised her legs to allow him deeper purchase. He rose and braced himself against her legs, placing his hands behind her knees.

"Look at me. Look at me, Helen."

When she opened her eyes, he slid one hand between her legs and again massaged her clit. That was her undoing. She gripped the sheets and cried out as the world around her dissolved into falling stars. Will wasn't slow to join her. As he saw her tears, heard her cry, and felt her legs tremble and her muscles tighten around him, Will exploded into her. He felt himself disintegrate, felt her come undone and the world come apart until there was only the peaceful fall of silent flakes as the rain outside turned to snow.

*****

When they returned to awareness, Helen was cradled in the crook of Will's arm, her head pillowed on his shoulder and chest, and her arm draped across his waist. They lay that way unspeaking as their breathing slowed and their eyelids drooped. Briefly Will excused himself to remove the condom, but when he returned he took her back into his arms, kissed her forehead, and smoothed his hand over her hair until they both fell into a deep and dreamless sleep.