Meredith gives a little shriek as the lights go out, holding out her hands in front of her to try to find Derek. "I'm right here, Mer," he says, finding her hand, and placing it against his chest. "Don't be scared." Her eyes get accustomed to the darkness as he pulls her closer to him. "Just wait here, I'll get the flashlight, okay?"

"Okay." She can hear him rummaging around in the kitchen drawer, cursing quietly until he finds what he is looking for.

"There!" He walks back over to her, crunching on the popcorn spilled on the floor. He takes her hand again, "C'mon, let's go sit on the couch, I'm sure this won't last long."

Meredith's brain is still swirling from the kiss, and she follows behind him, her pulse still jumping from the feel of his hand on hers. "Wait, I should light some candles, just in case the battery goes out on that thing. I can't remember the last time anybody used that."

She finds the candles and some matches in the cupboard, and they head back to the living room, where she lights them with trembling fingers. The flickering lights cast warm shadows across the room, and she sinks down into the cushions beside Derek. It seems completely natural to put her head on his shoulder, and he slides his arm around her, pulling her closer. It should feel strange, but it doesn't.

"Mer, that kiss," he starts to say, "I shouldn't have done that, you're…"

"I'm not a little girl anymore, Der," she whispers, her pulse racing. She places her hand on his chest and looks up at him, the tip of her tongue running along her bottom lip unconsciously. "Please…"

"Please, what?" he asks, intoxicated by her soft body in his arms, her willingness for more. She falls forward, her face inches from his, her eyes half closed, waiting for him. He hesitates, knowing that whatever he does next will change their relationship forever.

"Derek, are you going to kiss me again?"

"Are you sure about this?" he asks, gently rubbing his thumb along the outline of her bottom lip.

"Yes, totally sure," she replies, her heart beating so loud and so fast, she is sure he can feel it jumping against her chest.

He takes a deep breath and wraps his arms around her then, and lowers his head, pressing his lips firmly to hers again. Meredith surrenders to him, letting her mouth open from his gentle pressure, a soft whimper escaping her again. Then his tongue is delving in carefully, and she meets him eagerly, feeling the tingling in her body all the way to her toes. His tongue explores the soft contours of her mouth, his teeth nibbling at her lip.

"Mmm, god, Derek," she moans against his mouth, pressing herself against his chest. She is breathless; her only thought is how good he is at kissing her, and she doesn't want him to stop.

They are almost horizontal now on the couch, and he shifts so that she is lying along his body. The thin ribbed knit of her tank top does little to disguise the outline of her nipples, and he can feel her against his skin. He tangles his fingers in her hair, getting lost in kissing her. She makes another soft surrendering sound in her throat, making him hotter, but he pulls back for a moment, as a sudden thought occurs to him. "Mer, have you done this before? I mean, is this the first time.."

Meredith can only nod, dazed by the desire flooding her body. "Don't stop, Derek, please, I want this – I want you."

"I just don't want to hurt you."

"I trust you, Derek." She is keenly aware of his body beneath her, his hard muscles under her exploring fingers. His hands are at the small of her back then, pushing up the tank top, inch by inch, carefully making contact with her skin.

Meredith lifts her head and looks at him, mesmerized by the deep blue of his eyes, shadowed in the flickering candlelight.

"Are you sure?" Derek asks again, his hands paused at her ribcage, feeling the rise and fall of her breathing.

"I'm sure."

He pushes the material up a little higher, his thumbs brushing the soft skin under her breasts, sending more quivers down her spine. She moves her hips involuntarily against him as she kisses him, and he groans as she rolls across his groin. "God, Mer, you have no idea what you're doing to me," he murmurs, closing his eyes for a moment.

Then he shifts slightly, so that they are side by side, and he is able to take her breast in his hand, rubbing his palm over it slowly, feeling her nipple harden under his touch. Meredith gasps at the sudden sensation of his hand there, and she arches up into it. He lowers his head, and puts his lips to her, his tongue circling the nipple, and Meredith goes hot and dizzy at the feel of his lips replacing his fingers. As he continues to suck and lick her, she can feel the tug of desire in her core, making her ache for more.

She tunnels her fingers through his hair, pulling at his dark curls as he moves from one nipple to the other, his hands at her hips, pulling her closer, so that she can feel his hard erection pressed against her. His lips travel up from her breast, to her throat, and to her lips, capturing her again, harder this time, as her breasts crush against him. The feel of his naked flesh against her is almost more than she can bear, and she wiggles herself even closer to him.

"Slow down, Mer," he says finally, letting her mouth go, seeing how bruised her mouth looks from his hard kisses. "We don't have to rush." Then he kisses her again, sliding his hand down her body, determined to take to his time. The rain is still falling, thunder is still rolling across the sky, and they have the rest of the night to discover each other.