Meredith flops back against the pillows, with a deep breath. She can hear the water running in her bathroom, and then the bed shifts as he joins her again. This time he straddles her body, leaning over her, supporting himself on his arms on either side of her, their bodies touching everywhere. He takes her hands and raises her arms over her head, placing his palms over hers, and lightly kisses her lips, breathing softly into her mouth, and then her ear, and along her throat. He let her hands go, and bent further down to take her breast in his mouth, and sucks on her, and he feels her twist against him, rising towards his mouth, little moans of desire escaping her.

Meredith arches up against him, feeling herself get hot again, and wet, and wanting. Then his mouth is on her pussy again, and his tongue is doing those wicked luscious things to her again. She drives her hips up against his mouth, demanding more this time. He carefully pushes his fingers up into her, not wanting to push too hard, but she moans louder, spreading her legs wider for him. He searches for her clit again, sucking on it this time, and melting her bones with the pleasure of it. She gasps, and writhes beneath him until he lets her go.

Derek sit up, and strokes her body, admiring her again. Her hair is a mess across the pillow, her skin warm and soft. "I want you now, Derek," she whispers, sending a thrill through him, hearing her say those words to him. "Please, baby, now?"

"Yes, Mer, now…" he teases her, as he reaches for the condom he pulled from his jeans pocket earlier. Her hands are all over him, as he puts it on, her voice murmuring his name softly. He slides between her legs, and pulls one of them up around his waist, and places the tip of his cock against her. Her eyes are wide, as he slowly pushes himself inside of her.

"Mer, this is gonna hurt you a little bit this time, but stay with me okay? I promise to be slow," he says softly, easing carefully into her tight pussy. She nodded, and bit her lip, keeping her gaze locked on his. Derek paused to let her get used to the feel of him inside of her, feeling her hot and silky around him, and he almost loses it.

"God, Derek, Derek, Derek…." she whimpered, feeling the hard length of him pulsing inside of her. He pushed a little more and stopped.

"Are you okay, Mer?"

"I think so," she says, wincing a little as he thrust carefully into her.

"Just relax, baby," he urges her, feeling her tighten around him. He pushes a little harder, a little deeper again. "Put your legs around me, okay?" He pulls back a little and then pushes in again, making her cry out. He thrusts again, and watches her face, seeing her smile at him.

"Just do it, Derek. I want you, and don't be afraid of hurting me - if this is gonna hurt, I want to get past that so I know how it feels."

Derek takes a deep breath and pushes again, thrusting in and out a little faster, a little harder, as she contracts around him and finally screams as the pain hits her. She clings to him, whimpering a bit, but then she feels him harder and deeper, and it feels okay, and she goes with his thrusts, until she gives him everything she can. Her head goes back and she arches up to meet him, until he feels her contract around him, pulling him in, and he goes with her.

He holds onto her, and kisses her mouth, her throat, her temple. "I'm here, baby," he whispers, kissing the little tear that slips from her eye. "You're beautiful, and the next time will be even better for you, I promise."

-

Meredith looks up at him, smiling in the darkness. "Does this seem too weird to you?" she asks softly. "Being here, like this?"

"No, why should it? We've known each other forever, and I admit I had some pretty hot fantasies about you."

"Oh," she says, surprised, "you did?" She feels a warm glow, and smiles again, blushing. It's quiet in the room, the thunder has stopped, but the rain is still falling against the window.

"I did," he assures her, kissing her lips, tracing her bottom lip with his tongue. "So this doesn't feel weird, it feels good, like it was supposed to happen."

"Der, that's so romantic," she sighs as he slides away for a moment.

"I'm a romantic kinda guy," he says, winking at her then, as he pulls her closer. He runs the palm of his hand across her breasts, and let it rest on her belly, stroking in little circles. "You have an amazing body, Mer." Propping himself up on one elbow, he continues to touch her, exploring her skin, as she surrenders to him. Then he pulls her to him, so they are side by side, his leg over hers, pulling them tighter together. Meredith's breath comes quicker again, as she feels his cock stirring against her belly.

"You know," she whispers, "I had this really hot dream about you a few months ago. After watching this show on TV, with this really cute actor, he's a doctor on the show, and anyway, he has sex with the girl he loves, but can't be with, cuz he's married. But the scene was amazing, and I guess I was thinking about it when I went to sleep, and it was you and me in the dream." She touches his face, letting her finger drift to his lips. He sucks on her finger slowly, as his hand continues to caress her.

"What did you dream about?"

"Well, you were kissing me…"

"Like this?" He kisses her lips hard, until she is breathless.

"Mm, yes, and then you pulled my hair, so my head went back, and kissed my throat…" He proceeds to do just that, raining kisses along her exposed throat, while she murmurs, " and then…"

"Then what, honey?"

Meredith loses all coherent thought at that point as his lips wander further down her collarbone and to her breasts, to find her nipples again. "Oh, god, Derek – never mind—you're doing great improvising---"