A/N: written for a challenge that specified smut and a mention of Valentine's Day!


"Arizona's kind of hot," Callie murmurs, seemingly to herself.

Mark turns his head towards her and narrows his eyes. "Well, yeah . . ." he says. "Thank you for sharing that scintillating fact."

She laughs. "Arizona Arizona . . . not Arizona. You know, like Denver." She pauses. "Except Arizona's hotter."

She sighs deliciously, closes her eyes and makes a little rolling, squirming movement against the cover of the on-call room bed they're sharing. Her hip briefly brushes his. It's an accident. It's nothing – she barely made contact with him. They're friends. And he's with Lexie and Lexie's fantastic.

Unfortunately, none of those memos reached his dick.

"Well, hey there!" Callie croons admiringly, staring without any restraint at the massive swelling in his scrub pants as she rolls over onto her stomach and dangles one leg in the air. "I guess true love didn't cure your taste for girl on girl!"

"Shut up!" Mark grumbles and tugs at the edge of the blanket, trying and mostly failing to cover himself. "It's not the girl on girl," he says thickly. "It's you. Doing things. Things you shouldn't be doing." He has no idea why he's admitting this. Except that she's there, next to him, all warm skin and brown eyes and that glow she has when she wants to be fucked, and his erection is using up all the oxygen that should be going to his brain.

"Oh," she says lightly. "Things, huh? Things like . . ." She flicks back the pointless blanket and begins to undo the drawstring of his pants. "This, for example?"

He ought to put a stop to it. He ought to want to put a stop to it. He has a girlfriend. A fantastic girlfriend. His manwhore days are behind him; he's more than just a hard-on with a ten-blade. But, fuck . . . her hands are inside his pants, and now his boxers, and she's stroking him with one hand and easing the waistbands over his hips with the other. Then her lips graze the tip of his cock, with just a suspicion of tongue, before covering him with her warm mouth.

"Callie," he drawls, half in protest and half in appreciation. He buries the fingers of one hand in her hair, pulling at it with an ambivalent motion that means I need you to stop but please God don't! "What are we doing here?"

Her lips move over him, taking him in inch by inch and he shudders and closes his eyes and gives in . . . almost.

Almost but not quite. He went without sex for Addison; he stayed away from Lexie until the night she came to his hotel room; since he's been with her, he hasn't slept with a single other woman (and when you have a past like his, the fact that Callie graces his fantasies sometimes when he jerks off doesn't count). His dick is not in charge of him; he is in charge of it!

With a groan born partly from deep, groin-aching frustration and partly from exertion, he lifts her off him and flips her onto her back. He kneels over her, one hand either side of her, pinning her to the bed by her scrub top.

She grins. Shit! He left her hands free and now she's doing things to him again. Things that make him want to sink inside her and . . . oh God, her scrub top is stretched tight across her body and her hardened nipples are pressing at the thin fabric, inviting him to rip it off her, take her warm, tender flesh his into his mouth and—

He closes his eyes and shakes his head, trying to clear it, but now all he can see is Callie, naked, doing things to herself that drive him wild.

He opens his eyes again and stares intently into hers. Now he's actually panting, breathing so hard he can barely get the words out. "You have to stop, okay? We are not doing this." He grabs her hands and holds them against the pillow. He thinks he sounded serious; he even thinks he might have meant it . . . kind of, in a way; and he can feel himself growing slowly flaccid . . . kind of, in a way, because it would take almost nothing to have him standing to attention again.

"Why not?" she demands. Her brown eyes, that just moments ago were alive with hot, dirty thoughts, are now full of challenge and pain.

"Because I'm with Lexie," he says softly. "And you and I are friends." He releases his grip on her hands, but he doesn't move and neither does she.

"And Lexie's fantastic and amazing," she says derisively. "And you talk for hours."

He nods, not knowing what to say next. The whole situation has gone from bad in a good way that can't happen to bad in a bad way that is happening.

"We talk for hours Mark," she says. "We talk for hours and we have something, something really good and I . . ." Tears form in the corners of her eyes and, almost by reflex, he tries to brush them away with his thumb, a gesture that Callie first rejects, then acquiesces to and finally accepts, all in a matter of seconds. "I think you're fantastic and amazing and I fucking miss you!" She inhales. "And if things between you and her are so perfect, how come you're in an on-call room with me on Valentine's night," she pauses, "when you're not even working?"

Mark rolls off her and onto his back. "I forgot," he says. "It pissed her off and we had a fight. Apparently, the least I can do considering she's my 'dirty secret mistress' is remember Valentine's Day." He sighs. "I don't do Valentine's Day." He props himself up on one elbow and searches her eyes. "I'm fantastic and amazing, huh?" he asks, slightly raising one eyebrow.

"Uh-huh." Callie nods.

"Why the hell didn't you say so before?"

"'Cause I was dumb," she says. "And I was in denial. Like you are now with your little . . . Grey. . . girlfriend person, or whatever she is. Damn it Mark, you can do better! You could be doing me!"

"Yeah, but—" he begins

"And don't even try to pretend you don't want to, because I've been with you in this room the whole time and I saw you and felt you and—"

"Okay!" he almost yells. Then he smirks. It's been a while since he smirked at her and it feels . . . natural, like coming home. He pulls her on top of him. "Want to finish what you started?"

"Yeah?" She smiles slowly and shimmies down his body until her mouth is level with his fresh, rock-hard erection.

"No," he says hoarsely and pulls her back up. "If we're doing this, I want to really feel you." Now it's his turn to work his way inside her scrub pants and panties and he pulls them down in one deft movement.

Callie swallows and bites her lip. The glow of her smooth skin has grown into a flush that's spreading across her neck and he can smell her, smell her gorgeous, musky scent. "Sit up," she says and he obeys her. She pulls his scrub top off, then pulls off her own and unclasps her bra. Her breasts spill out and he takes them in his hands and can't help a little moan escaping.

"Okay." She wriggles her shoulders in something like a limbering-up motion and pushes him back down on the bed. She straddles him and eases his scrub pants over his hips for the second time that day, but this time without anything close to protest on his behalf. His cock pulses as she takes hold of it and rubs it against her clit. She's soaking and he's so fucking horny now he can't wait for whatever she's planning and he grabs her ass . . . her beautiful, sexy, firm, rounded ass . . . in both hands and guides her onto him. She's warm and soft and wet and he has wanted this for so long, even though he didn't know it, at least not consciously. He drives inside her as she grinds her pelvis into him, tightening her muscles and taking him deeper and deeper.

He comes explosively, groaning her name. He was too quick and she's not done, but her eyes light up as she says, "Well, I guess I must be fantastic and amazing too!" and then he watches, spent and happy and in awe of her, as she brings herself to climax.

When it's over, they lie down, side by side again, the same as they started out, except now everything's different . . . so damn different . . . and Mark covers them both with a blanket and takes her in his arms.

"I thought you didn't do Valentine's Day," Callie says.

Mark chuckles and kisses her hair. "I'll do you on Valentine's Day. Any time." He lets out a long sigh. "Trust me, I'm not going to forget that any time soon."

"The Torres Method," she breathes against his neck.

"Too fucking right!" Mark replies, then adds, "You still into Arizona?"

She shakes her head. "No. You still going to Denver?"

"Nah." The word forms as a low, soft exhale that starts as a question and ends in a decision. "Denver's great . . . Seattle's hotter though."

"Seattle?"

"Seattle," he places another kiss in her hair, "or wherever you are, Cal."