A/N: Hey, I'm here to try my hand at another Eric/Donna one-shot. I always thought that there was so much UST between those two in season 4 that the season finale and season 5 opener didn't really do it justice. Don't get me wrong, Eric's going to California for Donna was definitely romantic, but I just sat down and wrote a different version. It takes place in the season 4 finale where Donna is in Eric's basement asking him to take her back after Casey Kelso has dumped her. You all know the spot. Hope you like!

Summary: Donna tries a little harder to make Eric believe he's not her second choice.

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"Everybody warned me about Casey and I fell for him anyway! I mean, he's such a jackass!" Donna stood in the Forman basement, near tears, feeling the stupidest she'd ever felt. She hated to cry in front of anyone, much less Eric. He had warned her about Casey, and she should have trusted him, but she'd just chalked it up to him being jealous. Heck, she'd wanted him to be jealous... Just like she'd wanted to fall in love with Casey, to show Eric that he was wrong- she didn't need him.

"I really, really wanted you to figure that out. Just not like this." Eric commented ruefully.

"Eric...I'm just... I'm so sorry!" Donna cried. She started to sob.

"Hey..." Eric murmured soothingly, offering her a hug, and that just made her feel even worse. She launched herself into his open arms. Just being there made her feel a little better, safer. Like she didn't have to worry, because Eric would take care of her, just this once. Who am I kidding? ...Like he always did.

"I was so stupid!" she cried into his shoulder. Why did she throw it all away? Like he didn't matter to her? She loved him, and no number of good-looking Kelsos with hot cars could ever replace him. She pulled away slowly, had to know if she could make this right... And then she kissed him.

And he kissed back.

He was kissing her! After what she'd done to him! "We should be together." She just said what she was thinking and hoped it would be enough.

"Wait, what?" Eric didn't sound confused, just in disbelief of what she'd just said.

Donna reburied her head in his shoulder. "Let's just forget all this stuff ever happened." Please. I need you.

"Wait. Wait, Donna." Eric pulled away from her and her heart felt like it had fallen into her stomach, searing in acid. His face was so close to hers and his eyes looked right through her and Donna thought, He's it. This is the boy I love. And now it's too late.

Eric had never been good at giving bad news. "If you come running back to me now..." If he didn't want her, then why was his tone laced with regret? "Donna, I can't be your second choice."

Donna almost thought she heard the sound of their hearts breaking simultaneously.

"But you're not!" Her voice was thick with tears and she hated herself for it. "Eric..." Please, Eric. Just look at me.

But he was looking at the carpet, balling his hands into fists and shaking his head. A silent please, Donna. You've hurt me enough. A silent dismissal.

But she didn't go, couldn't go. "Eric, please." It was a whisper now, a choked whisper, and she couldn't make her anguish any more clear. "I love-"

"Stop, Donna!" Eric said forcefully. When he looked at her, his eyes were suspiciously glittery.

She obeyed, froze, and for a second the only movement was of the tears falling from her eyes. Eric rubbed his neck and said, more gently. "I'm not saying that because it's what I want, Donna." He swallowed hard- she would have laughed if she hadn't been so broken.

"I'm saying it because it's the right thing to do." Eric finished quietly.

Donna didn't understand. "What? Eric... we're the right thing." She must look like a mess to him with her flushed cheeks and red, swollen eyes. She tried to blot at her eyes, wipe her nose without looking too obvious.

"No." Eric answered. "No, Donna. I get it. You're upset, embarrassed... Casey left you. You're vulnerable now, and I want you, but not like this."

"Eric..." she breathed, but he ignored her.

"When your mother left," Eric continued, and Donna felt sick inside, knowing what was coming. "And we... you know... You used me, Donna. To help yourself forget." His tone wasn't accusing, but she still felt the shame of a little girl being reprimanded by a teacher she adores.

"I would do anything for you." he said, his voice swelling with emotion. "But I couldn't handle it if you were using me again, to forget about Casey."

Donna was numb with horror. She would never want that! Or would she?

"I can't be your replacement Casey!" Eric's voice cracked and she thought it was painfully adorable. "I'm sorry." He turned away from her and she found her voice.

"No! Eric... Don't you see?" She reached for his hand and he let himself be guided back towards her. "Casey was my replacement you."

"That's what I hoped." he admitted quietly, not taking back his hand, but not really holding hers either. He looked at her expectantly, waiting.

"I was scared, Eric!" she cried. "I wanted to be my own person! I wanted to be independent. I wanted to be okay without you." she took his hand between both of hers and turned it, caressed it. "I wanted to fall in love with someone else to show you that you were wrong! That I would be able to have a future without you!"

Now Eric looked stricken. "Donna, that's not what I meant at all..." His hand was stretching toward her face.

Donna closed her eyes as his fingertips brushed her skin, sliding back to her hairline so that he was cupping her face in the palm of his hand. "Well I need you." she whispered fiercely. "And I was wrong and you were right and now I have to crawl back to you and tell you how much I-"

Eric looked so horrified that she knew she was saying it wrong.

"And it will all be worth it if you still want to be with me."she finished earnestly.

"Donna, I never meant that I wanted you to give up your independence... I just... wanted you to want us to be together forever."

"I know that now."

They stared at each other, eye to eye, and Donna brought his hand up to her lips and rested it there, so his full attention was on her mouth when she said, "Eric, I love you. And I never, ever want you to think that you're not my first choice. Because you are." She searched his eyes- she had bared her soul, and now she wanted to see his. "Please forgive me."

Eric laughed- actually laughed- and she wasn't sure if he was a little hysterical or just happy. "I'll always forgive you." he said, and then they were kissing again, arms flung around each other, obeying that constant need to get closer.

She grabbed him by the front of his shirt and led him to the couch, pulling him down on top of her. "Eric..." she gasped breathlessly.

He was kissing her lips, her neck, her shoulder. "I love you." He whispered it over and over into her hair and into her mouth, and it sent a thrill through her every time. He supported himself above her on one elbow while his other hand fumbled with the buttons on her shirt.

She put a hand over his. When he looked into her eyes she shook her head 'no'. "I want you to trust me." she breathed.

"I do." he said, and meant it. Even if he shouldn't. But his lips returned to hers and the kisses were more languid, less rushed this time, but every bit as passionate.

"I love you." she answered against his mouth.

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From her squatting position outside the basement door, Kitty Forman had heard all she needed (or wanted) to hear. Standing up, she hurried away from the door, laughing under her breath. Although she didn't normally approve, she would let their teenage behavior slide for tonight... And more importantly: she would keep Red out of the basement!

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A/N: Thanks so much for reading! Please, please leave me a review and tell me what you think!