Meredith sets down the bowl of popcorn on the counter, humming happily, and hops up beside it. Derek wanders into the kitchen, finding a beer in the fridge, and comes to stand between her legs. "Hey, I might need more than popcorn to keep my strength up," he teases her.

She blushes, and takes his beer for a sip. "Well, we could order a pizza."

"Don't you have any food here?"

Meredith shrugs - cooking isn't her area. Either she orders a pizza, or eats with Derek's family. Her mother is never home, or at odd hours, eating at the hospital mainly.

"Alright, pizza it is." He hands her the phone and waits while she orders. As she's talking, he puts his hand on her thigh, caressing her slow, watching her face as she tries to ignore him. She swats his hand away with a smile, and then when he returns to what he was doing, she glares at him. Finally finishing on the phone, she turns to him.

"Derek Shepherd, you're terrible!"

She grabs his hand and pulls him closer to her. "Are you trying to distract me again? Cuz I don't think we have enough time for that before the pizza gets here."

"You'd be surprised!" he says, with a sexy smile. The same smile she has seen him bestow on many girls during high school. Her breath catches at that smile, never having the full effect of it on her before. It goes right to her core, making her feel hot and tingly again.

"So, I guess you don't think of me as your sister now?" she asks, teasingly.

"No," he says, kissing he side of her neck, inhaling her lavender scent. "Definitely not." His tongue licks her earlobe, making her shiver. "Never my sister, Meredith."

He kisses her hard then, wrapping his arms around her, until she is breathless. She melts against him, lost in the kiss. Never knowing how good a kiss could be, until tonight. "Derek," she murmurs, against his mouth.

"What is it?"

"Thank you for this, for tonight," she says, hiding her face in his chest.

"Hey, Mer, this isn't just a one time thing," he says, tipping her face up to him. "I'm not that kind of guy."

"Oh, so what does this mean then?"

"I think we need to find out," he says, "but nobody makes me feel like you do, Mer. Nobody else ever."

--

Meredith looks up at him, feeling the heat rising in her again. Derek has one hand at the small of her back, the other in her hair, and leans in to kiss her. His mouth is warm and demanding, parting her lips for his tongue. His body is hard and strong against her, and she can feel how turn on he is, rubbing up against her.

She is still a little surprised that he wants her – after all this time, she's the one in his arms. She moans a little against his lips, and he runs his hand up her back under her shirt, sending little shivers along her spine. The he pushes it up all the way, cupping her breasts in his hands. She leans back as he puts his lips on her, tongue and teeth lightly pulling at her nipples. Her breathing increases and she feels the tug of desire, the need building up again. He brings her breast together and feathers little kisses across both of them, and she whimpers.

With a little smile, he pulls at the zipper on her jeans, sliding his fingers inside, brushing her clit. Meredith nearly screams as she pushes against him, wanting more.

At that moment, the doorbell rings, announcing the arrival of the pizza. She slumps back against the counter, giggling a little, but feeling frustrated. "Ahh, he couldn't have been a few minutes later?"

Derek laughs as he goes to answer the door, leaving her to get dressed again.

She sits on his lap as they eat, talking about their upcoming exams, college coming up in the fall, and whether they should tell Mrs. Shepherd about their change in relationship. "It always amazes me how she knows everything," Derek says. "She'll notice the next time you're over that something is different."

"As opposed to my mother, who could by walk by us having sex, and say, 'Oh, Meredith, don't stay up too late.'"

"I don't think I want to test that theory."

Meredith giggles and sighs happily. "Well you won't have to worry – she won't be home anytime soon. She had a big surgery today, and then she flew to Boston for a seminar."

"She leaves you alone too much – don't you hate it?"

"No, I'm used to it. Besides, I'm usually over at your house anyway," she pauses, and plays with his hair for a moment. "Can you stay with me tonight?"

"Sure, baby, Mom thinks I'm with Mark anyway. And you're much better company than Mark!"

"Oh, goody for me," she giggles and jumps up to hold her hand out to him. "Take me to bed, Derek."

--

As she curls up next to him in bed, his hands are tracing her curves again, finding all the spots that make her shiver. He knows exactly what to do, how to circle and touch and excite. "Look at me," he whispers.

She stares into his warm intense gaze, heated with desire. "I like doing this," he tells her, his voice low with want. "I like touching you, arousing you. I like how wet you get, and how you shake. I like that it's me doing this to you, and that I was the first one for you. I like everything about your body, the softness of your skin, the scent of your hair, the way you start to moan before you come. I want you, Meredith, I want you bad."

His fingers slide into her, his thumb rubbing her clit. Her body responds and she moans and contracts around him, shuddering in her orgasm.

She barely comes back to reality, and he's kissing her, hot and hard, touching her everywhere. She trails her hand down his body, across his back, around to his narrow hips. She brushes his muscled thighs before taking his cock into her hands. She explores his hard length, circling the head, running her fingers along the underside, and to his balls, making him groan.

"Now, Mer, please," he begs her, pushing against her hand. "Let me fuck you now."

"Yes, Derek," she breathes, and suddenly he is filling her, taking her breath away with the intensity, harder and deeper than before, until she comes in hot, shaking waves.