A/N Sorry this one took so long! I hope you enjoy it.

William realized with shock that it was the first time he had seen the red head completely naked. His skin was so flawlessly white and his dark hair was fresh blood rippling over his shoulders. Grell crossed his arms over his chest and then slid them down between his legs.

"Are you honestly embarrassed?" William chuckled, eyes locked on the wispy red curls partially concealed by Grell's hands.

He blushed. "I've never been so naked in front of you. And there you are just staring." His hands fluttered up to his cheeks giving William full view.

It was now his turn to blush as his eyes raced up Grell's body and stopped at his eyes. "I didn't mean to stare."

Grell took William's hand and kneeled in front of him. "It's ok; do you know how long I've waited for you to stare at me?" His hands leapt to William's waistcoat, making quick work of the buttons and quickly revealing his own white skin.

William wasn't overly pleased with his lanky body. Too many years in an office, he thought to himself. His breath hitched as Grell's nimble fingers ghosted over his chest, barely touching a nipple before drifting down to his pants. With a characteristic smirk, he said, "May I?"

William couldn't help but smile at that toothy grin. "Yes," he said without thinking. Then his mind began to burn: what was going to happen? How could he have let himself get into this, whatever this was… Desperation and stress?

Grell tugged down William's pants with vigor and, once he had deposited them on the floor, grabbed him by the hand and sat him upright. "What are you doing?" William clutched the uncomfortably hard couch and looked down at the man who now kneeled before him.

"Surely you have some idea…" Grell licked his lips while directing his eyes pointedly between William's legs.

William indeed had some idea. He had been in this situation before…though never with a man, and now that he saw that beautiful red head looking up at him with loving eyes, slick lips, and blushing cheeks, his excitement began to mount. "Please be gentle." He checked himself, putting a hand on Grell's shoulder. "You don't have to do this, you know. I don't want you to think-"

"Oh Will honey, no wonder you don't get shagged; you ask too many questions."

At that, Grell dipped his head down and William gasped in ecstasy. His lips were so hot and wet as they slid up and down teasingly, barely going past his tip. One set of smooth fingers squeezed his base while the other fondled him firmly. Feverishly, William wondered why he had never allowed this man such liberties before. He gasped and moaned as Grell slipped his tight lips further down, now licking his tip firmly.

William's hand fluttered above Grell's head. He wanted to clutch his hair just so he could be touching him somehow. But no, he would be gentle. He slipped his hand down his own thigh, seeking one of those skillful hands. He thrust his fingers between Grell's and clutched his hand tightly. Grell immediately returned the squeeze and then brought William's fingers to his mouth for a barrage of kisses.

"Grell, oh god, oh…." Those tender and loving kisses meant so much more than fellatio. He took Grell's other hand and pulled him into his lap. He looked so adorably confused as William smothered him with kisses. "How can you be so sweet?" William asked. "Why don't you show this side more often?"

Grell chuckled. "Well, I assume you don't want me servicing people in the hallways."

"That's not what I mean." William stroked Grell's cheek. "You…aren't acting like a clumsy, silly, hard headed-"

"I have many sides, you know." Grell tapped his nose. "If I was always self-assured and sexy you wouldn't get any work done." Grell bit his superior's lip and tugged him forward into a kiss.

William moaned into Grell's mouth and pulled him down on top of him. His hands roved up and down the gentle slope of his back, dragging his nails lightly. "Hey," he found himself whispering, "do you want to go upstairs."

In a flourish of red hair, Grell swept to his feet and grabbed William eagerly. "I thought you'd never ask. Come on honey, let's go!"

William was dragged upstairs and before he knew it they were in his modest bedroom. Grell hopped on the bed and bundled up in the sheets. "Come and get me," he whispered huskily.

All thoughts of modestly and professionalism were completely gone as William groaned with anticipation; however, he still maintained his desire for efficiency. He sauntered to the bed, knowing his face was so uncharacteristically lustful, and kissed Grell lingeringly and seductively. He pushed Grell onto his back and peeled the coverlets away to reveal his throbbing member. How could he possibly assert that he's a woman?

"Grell," he swallowed, trying to temper his emotions. "May I please...may I…" He had never asked before and found it exceedingly difficult to now. All he wanted was to claim this gorgeous man as his own.

"Oh baby," Grell purred as William melted, "I want nothing more, just…be gentle."

He ran a dainty hand through William's hair and that was all it took to send him into a barrage of kisses and strokes. He pushed Grell toward the head of the bed, making sure he rested comfortably on pillows, and bruised his neck with nips and suckling kisses. He took the red head's moans as the best encouragement and when he felt legs wrap around his waist, he could no longer wait. He realized then, with a start, that he had nothing to ease his entrance. He licked his lips nervously. He did know one thing, but he hoped that would be enough.

William untangled a hand from Grell's hair and brought a couple of fingers to his lips. In a flash, Grell snatched his hand and sucked his fingers vigorously. William moaned at the lewd suggestiveness of the motion and swooned at the thought of entering him. He hastily pulled his fingers from the clutches of those sharp teeth and slipped them inside Grell. His muscles clenched and for a moment William doubted his ability to enter such tight quarters.

"Are you su-"

"Will-" Grell heaved, "if you ask one more question I'm gonna kill you." He tightened his legs' hold on William's waist and looked pointedly into his eyes. "Come on, honey." Then he smiled mischievously and said, "prove you're not a virgin."

William just couldn't stand it. With a moan and a thrust of his hips, he forced himself into Grell half way. Even that seemed to be too much: William and Grell both screamed in delirium, clutched to each other madly. "Will-baby! Don't stop there, keep-"

"Don't order me around Sutcliff." He pulled out amidst screams of protest. Instantly, though, he plunged deeper into his subordinate and could barely keep from skewering him totally. He felt those muscles clench and those dangerous hips rock with pleasure. His forehead dropped to rest in a bed of silky hair as Grell moaned and squirmed beneath him. His nails raked William's back and massaged his shoulders. Slowly he sank deeper and Grell cried out loudly. Much louder than necessary.

"Will," he hissed in his ear, "give it to me, give it all to me, baby." Those whispered words titillated his very core and he sighed deeply, finally embedded himself all the way. He shuddered as Grell gripped him tightly and they rocked together experimentally. Grell held him so tightly that when he tried to draw back for another thrust, he simply pulled the smaller man along with him. They cried out in unison as they flopped back on the bed.

William began a series of tiny firm thrusts and slowly Grell loosened his grip enough that he could pull out a little more. Their faces were inches away and their breaths mingled as freely as the sweat that had begun to dampen them all over. Grell's breath was hurried: fluttery like a bird and smelled of sweet things. William hoped for an instant his breath didn't smell horrible, but then Grell crushed their lips together. He kissed him back forcefully and gasped as Grell bit hard into his tongue. That metallic taste seemed to spur his passion even more as Grell nipped down William's neck and sucked hard. William thrust faster and harder, moaning as his subordinate squealed beneath him.

William felt himself approaching the brink and his thrusts became desperate, erratic. Suddenly Grell yowled in pleasure."There, there, there—Oh Will!" He screamed. William continued to pound that spot, relishing the screams of ecstasy. Finally, in a howl of his own, William came hard and Grell squeezed him tight, as if to wrench every last drop from his body.

"Grell…" William moaned, clutching desperately to him. The red head dug in his nails, arching his back, and locked his lips onto William's passionately. The two rocked in the remnants if their lovemaking for several long moments, Grell whispering unintelligible sentiments in William's ear as he kissed languorously down the red head's neck.

Finally, they were both still, breathing heavily. "Will…," Grell began in a sigh, "did that just happen?" William chuckled, thinking the same thing. He withdrew himself from Grell with a gasp and attempted to sit up straight. The room felt so cold when he was away from the other man.

He immediately cuddled behind Grell and wrapped him in his arms. "It did happen, didn't it?"

Grell laughed coyly. "You're such a naughty boy, Willie." He rolled over to face him and laced his arms behind William's head.

William felt the heat rush to his face as he looked into those bright green eyes. "I…I don't know what to say…"

"Shh, don't say anything, honey. You-" Suddenly those eyes were glossy and a shimmering tear streaked down his cheek.

"What's the matter?" William's mind raced; had he harmed him accidentally? What had he done wrong?

"Oh honey," he wiped his eyes. "I'm just…happy. I never thought I could be so happy." He buried his face in William's chest and curled up in a ball.

William stroked his head lovingly.

"Sweetheart," Grell whispered, "would you get me some water?"

William chuckled. "Of course, but I hate to let you go."

"William T. Spears," he said, sitting abruptly. "I never thought I'd live to hear you say such a thing." He cleared his throat and pointed out the door. "But come, fetch me my water."

"With that attitude-"

"I'm just kidding!" Grell giggled and shoved William playfully toward the door.

"I'm going, I'm going." William carefully made his way down the stairs, legs still weak and wobbly. He allowed himself a smile as he filled a glass of water. He realized he didn't care what happened tomorrow, didn't care what he would have to explain to the others at work, he hadn't felt so at ease in years.

A/N Tune in next time to see what Sebastian does next!