It had started out as a movie night– a night where neither of them had a shoot to be on, they could order in (in this case, Derek had decided to cook instead), and they had time to throw on a movie or two and just relax. Often times, they'd fall asleep on the couch, Max tucked against his chest, his arm around her shoulders and his cheek resting against the crown of her head. But tonight? Tonight wasn't going to be like that. No, tonight Derek's mind had drifted from the movie to Max (could anyone blame him?) and he wanted to show her just what this relationship meant to him. His relationships in the past had consisted of one-night stands or, sometimes, a few-night stands. Nothing had ever lasted quite this long for him.

It had begun with his hand slipping just beneath the hem of her shirt to press against hot skin and quickly led to the removal of her shirt entirely as he pulled her into his lap. He peppered kisses along every inch of skin he could reach, grinning as Max removed her bra to reveal even more for him to kiss, nip, and suck at.

Only when her hips began to rock against him did he finally shift to help her out of her jeans and underwear, hands gentle even as he laid back and guided her to straddle his shoulders. He knew about her past and how hesitant she had been toward anything sexual between them, but she seemed to understand that he wasn't going to push her.

"You say stop and I stop, no questions asked," he breathed out as a gentle reminder, but the moment she nodded her head, he was lifting his and letting his tongue just flick against that bundle of nerves. Derek started slowly, teasing her, testing the waters to make sure she was okay with this, but when the moans started, his hands gripped her hips a bit more tightly to hold her right against him, his tongue pressing into her entrance and picking up a steady rhythm of in, out, in, out.

He can sense it when she's close and that only makes him pick up his pace until he can taste her on his tongue and her body is trembling slightly against his. Derek swallows down her taste and lets his head fall back against the couch, smirking softly up at her.

"C'mere," he gently guides her back so he can sit up and scoop her up into his arms, the movie is long forgotten as he carries her the short distance to his bedroom and lays her back on the bed. She's gorgeous like this, blissed out and boneless, practically melting into the mattress. His hands shift to his belt, button, and zipper, undoing them as he holds her gaze. "Only if you want to," he murmurs and gains a quiet 'yes' in response. Moments later, he's stepping out of his jeans and boxers and settling beside her, one hand running up her side as he ducks his head down to press kisses along her neck, up the line of her jaw, before finally landing on her lips.

A quiet laugh leaves him as Max scrunches her face up, obviously having tasted herself on his tongue. "I think," he began as he rolled the two of them over, "you taste amazing."

He earns a playful swat for that and a warning that's he's not doing that a second time… well, not now at least. Derek nods and reaches a hand out to pull open a drawer on his bedside table, grabbing a small foil packet. He tears it open and helps Max roll it onto him before he senses the slight hesitancy.

"Hey," he breathes out as he leans up and bumps the tip of his nose against hers, "you're in control here. You decide how fast you want to go or if you need to stop. It's up to you." That seems to calm her again and Derek wraps a hand around the base of his length as she lifts up, slowly pressing down onto him. Once she's seated on him, he lifts his upper body up, arms wrapping loosely around her lower back.

God, his body just wanted to take– to flip them back over and finally give in to how amazing she felt around him– but he managed to suppress that. This was about her and showing her how this should be. "So good," he whispered before pressing his lips to her collarbone, "you're doing so good." It's then that she begins moving, begins circling her hips slowly, then lifting herself up a bit and pressing back down onto him, then just rolling her hips front to back. The last one seems to stick and she sets a steady pace of it.

A groan rumbles deep in his throat and he can't resist gently rocking against her to the pace she's set, their bodies working together to derive pleasure. Her pace quickens slightly, then begins faltering and Derek knows she's close then so he frees a hand and slips it between them so he can circle her clit with the pad of a finger. That has her head falling back on a moan that Derek instantly puts to memory, has her hips rocking against him just a bit quicker before her muscles tighten, spasming softly around him, her chest heaving.

His hands shift to her hips then, keep them gently rocking against him until he's right at the edge, then he holds her hips right against him as he comes with a groan, his head falling forward, forehead pressed to the center of her chest.

"God, I love you," he breathes out, chuckling softly, "and that's not just the sex talking."