A/N: I was inspired the other day when I heard this song and knew it would make a great story! The lyrics are important to the story and are suppose to reflect what is really going on. The lyrics are interjected throughout in bold :) The song is Lips of an Angel by Hinder, which I do not own! Listen to it if you haven't heard it!

Originally this was going to be a one-shot but I'm thinking of continuing the story line! Thoughts? Please read and review to let me know! Thank you!

It had been about 5 months since Derek became a dad. He and Ivy had a beautiful little girl and named her Emma Wills. She was amazing and Derek never thought he could love someone so much in such a short amount of time. He felt good that he had done the right thing and committed to Ivy, but they weren't married and had no plans to get married. It just didn't seem right yet. There was always something that stopped him from thinking about it. Or someone rather.

Ivy was upstairs putting Emma to sleep when his phone rang, it was Karen. He and Karen had developed an interesting friendship that mostly existed through phone calls. She would call occasionally to check in, they still kept in touch, but he never told Ivy about it. He wandered into his office and shut the door before he answered. He hadn't heard from her in about a month.

Honey why are you calling me so late?

It's kinda hard to talk right now

Honey why are you crying, is everything okay?

I gotta whisper 'cause I can't be too loud

"Hello?" Derek said calmly. He always looked forward to her surprise calls.

"Hey Derek, it's me. What're you doing?" Karen sounded upset. She was usually upset when she called. She never knew why, but always wanted to call Derek when she was upset. He cheered her up. Plus, she had just finished a few glasses of wine, which always made her think.

"Sitting in my study, talking to you." Derek said smoothly, with a soft but pleasant voice. "What's wrong darling?"

"Just stressed and having a hard time with everything. Jimmy is getting into more trouble. After I broke up with him he went crazy." Karen said softly with a few tears rolling down her cheeks.

"You broke up with him?" Derek said with a hint of hope in his voice that he tried to hide.

"Yea a couple of weeks ago." Karen told him.

"Are you safe?" was Derek's immediate question.

"Yeah I think. He just keeps pushing to get back with me. I know he's been getting high." Karen said.

"It's about time you broke up with him. I told you he was no good for you from the beginning," Derek said.

"You were right Derek, you always are." She paused and thought for a minute. "I miss you," Karen said. She usually always said it once when she would call. Well it was true, she did miss him, a lot.

Well, my girl's in the next room

Sometimes I wish she was you

I guess we never really moved on

"Karen don't," Derek said in a low voice. Every time she said she missed him his heart skipped a beat.

"Don't what? I'm just being honest. I just miss seeing you." Karen said softly.

"I know, I miss you too." Derek said shaking his head. Why did he feel knots in his stomach when he heard her voice? He never allowed himself to get over her, that's why.

It's really good to hear your voice saying my name

It sounds so sweet

Coming from the lips of an angel

Hearing those words it makes me weak

And I never wanna say goodbye

But girl you make it hard to be faithful

With the lips of an angel

"How are you, how's Ivy and Emma?" Karen asked.

"Ivy is fine, we're getting by. Emma is beautiful. I would love for you to see her sometime." Derek said.

"I would love to Derek," Karen said. "I bet she is adorable. How is your latest project?"

"It's just starting up, I'm working with Tom, Julia, and Eileen again. They decided on doing Great Gatsby." Derek said.

"Oh that will be great," Karen said.

It's funny that you're calling me tonight

And yes I've dreamt of you too

And does he know you're talking to me?

Will it start a fight?

No I don't think she has a clue

"I hope so," Derek said. A smile had crept its way onto his face without him even realizing. "You know I see you, in my head, playing Daisy."

"Really? Not Ivy?" Karen asked with a smooth voice. She was already feeling better after talking to Derek.

"It's never been Ivy." Derek quipped without even thinking. "I mean you've always been my muse. Some things haven't changed." He hoped she understood the meaning behind his words.

Well my girl's in the next room

Sometimes I wish she was you

I guess we never really moved on

There was a comfortable silence; sometimes it was enough to just hear the other breathing on the other end of the line. Like there were together in that moment.

Then Derek heard Ivy yell from the upstairs bedroom, "Are you coming up to bed Derek?"

He put his hand over the phone speaker as to not yell in Karen's year, "I'll be up in a few." He yelled loud enough for Ivy to hear.

"Do you need to go?" Karen asked, slightly disappointed.

"Not quite yet darling," Derek said. "I don't get to talk to you nearly enough so I'm going to make the most of it."

"Ok good." Karen sighed heavily. "Derek, I wanna know something. Are you honestly happy?"

"My daughter makes me happy, but Ivy and I have had some issues." Derek told her truthfully.

"What issues, if you don't mind me asking?"

"Getting married, she wants to talk about it, but I won't." Derek said.

"Oh I had similar issues with Jimmy, so I understand. There was always something holding me back." Karen said softly.

It's really good to hear your voice saying my name

It sounds so sweet

Coming from the lips of an angel

Hearing those words it makes me weak

"Yeah exactly," Derek said. There was a long pause again.

"Do you ever think about that night in my apartment when we kissed?" Karen asked nervously. She didn't know why but she felt compelled to ask. She blamed the wine. Derek got up and closed his office door the rest of the way and locked it just in case Ivy came downstairs. Sometimes their conversations took on an intimate nature.

"Of course I do Karen. I'll never forget it, after wanting to touch you and kiss you for so long, it was like heaven. It was like eating a forbidden fruit or something." He found it so easy to talk to her.

"Even when I was with Jimmy I thought about that night. The way your lips felt as they moved on mine. I crave it, I have never been kissed like that before or since."

Derek was sitting in his big leather chair in his study and threw his head back, gripping his leg with his free hand. Just hearing her talk like that was a turn on.

And I never wanna say goodbye

But girl you make it hard to be faithful

With the lips of an angel

"You know it kills me when you talk like that." Derek said in low throaty tone, lust evident in his voice.

"Derek, sometimes it just feels like I need you."

"I know the feeling well Karen." Derek said sighing heavily. He lowered his voice to an almost whisper. "Karen, do you know how many times I've dreamt about being with you over and over again? I try to forget, to force myself to think of Ivy. Sometimes I have to think of you to even be intimate with her." Did he really just say that out loud? It was true, but he shouldn't be telling this to Karen. But he wanted to. Fuck.

"Oh, well I'm glad I'm not the only one, it just makes it worse. I don't know what to do Derek." Karen said in an almost moan.

"Touch yourself." Derek said softly, almost begging. "For me." He said it without even thinking. If he thought about it, he would've been too nervous to say anything. It just kinda happened. He was pushing the limits. Their conversation had never reached this point, but it seemed necessary to satiate their natural desire for each other. There was silence on the other end, Derek got nervous.

"Ok Derek, I am." Karen said breathlessly.

"Imagine yourself with me, imagine it was me touching you. Me running my hands over your body." Derek said seductively.

"Mmmm feels good Derek." Karen said moaning his name.

It's really good to hear your voice saying my name

It sounds so sweet

Coming from the lips of an angel

Hearing those words it makes me weak

Derek was getting hard talking to Karen like this. His jeans were becoming very constricting. "Now push a couple fingers inside you, imagine it's me pushing into you for the first time." Derek said, his accent getting thicker and his voice low.

Karen whimpered in pleasure. "Derek I'm so wet."

"I bet you are darling. I wish I was there. Now move your fingers slowly in and out." Derek instructed her. He listened intently for some time while he listened to Karen breathe heavily and occasionally moan. The sound she was making was music to his hears.

"God Karen those moans, you're getting me so hard." Derek groaned in frustration.

And I never wanna say goodbye

But girl you make it hard to be faithful

With the lips of an angel

"Derek I'm close. Can I please finish? I want your permission." Karen asked breathing heavily.

"Yes Karen, please come for me, please." Derek said. He was throbbing he was so hard for her.

Derek listened as he heard her tip over the edge as she let out a few loud moans and then became breathless. He waited a couple minutes to let her recover, he hadn't realized how hard he had been gripping the arm chair. His knuckles were white.

"Derek?" She asked to see if he was still there.

"Yes, I'm still here. Did you enjoy that?" He asked with a breathy tone.

"Sorry I kinda got carried away. I couldn't stop," Karen said, feeling slightly embarrassed.

"Imagine what it would be like if we were actually together darling." Derek pointed out.

"I have imagined it, several times. Derek I want to see you. I need to see you. It's been too long. I kick myself every day for not being with you when I had the chance."

"Karen, I've waited so long to hear that, but I don't know. With Emma, I have to think of more than myself. I'm trying to do the right thing here."

"But you deserve to be happy too. No one has to know if you don't want them to. I know you feel what's between us," Karen said softly.

"I just need to think about it." It was hard for him to think straight right now. "Call me tomorrow around the same time."

"Ok Derek I will. Goodnight, I'll be dreaming of you." Karen said in a teasing tone.

"Goodnight Karen," he said before hanging up the phone.

And I never wanna say goodbye

But girl you make it hard to be faithful

With the lips of an angel

Honey why are you calling me so late?

Derek wandered upstairs and into his bedroom. Ivy was lying there, but he wished he was alone.

"What were you doing down there for so long?" Ivy asked.

"Just getting everything ready for Gatsby." Derek lied. "I'm gonna take a shower real quick."

"Ok," Ivy said before turning over to go to sleep.

Derek went into the bathroom and turned the shower on hot. He needed to take care of the issue that Karen had created, and he didn't want to do it with Ivy. He wanted to think about what Karen looked like as she touched herself to his voice. The conversation before was so hot it didn't take long for him come hard in the shower. Then he took his time washing up and thinking. Why did Karen have this effect on him? He didn't know if he could resist her offer. He tried so hard to be with Ivy and keep her happy, but he wasn't truly happy himself. If Derek Wills had any one weakness, it was Karen Cartwright.