::flashback continues::

The kiss took Derek by surprise and he opened his mouth to protest only to release a moan as Meredith's tongue darted inside and began to mate with his. The hand that had been resting on his chest reached up into his hair and grabbed a handful, tugging at its silken strands causing him to wince in slight pain.

"Meredith," he groaned, breaking the kiss. "We shouldn't do this."

"You don't love me?" she asked, the hurt in her eyes struck Derek hard in the chest.

"Of course I love you." He reached a hand up and cupped her face. "But we shouldn't do this…it's not right."

"It feels right to me," she answered, looking deeply into his eyes. "I've never felt this way about anyone before. When I'm with you, I feel safe…loved…wanted. I'm in love with you, Derek. I'm not a little girl anymore so please don't treat me like one. I know what I want and I want you…I've always wanted you."

"Mer—." He barely finished the sentence before his lips came crashing down on hers, his tongue pushing against her lips demanding entry. She smiled into their kiss and opened her mouth so his seeking tongue can make with hers.

"Derek, please…," she moaned, shifting her weight so she lay on top of him, the dress falling in soft folds around her body. He took a deep breath, taking in her intoxicating scent.

Relishing the new sensation of having her lithe body on top of him, he opened his eyes to gaze deeply into hers. "Please what?" he teased, as he felt her hips gyrating against his making his groin harden.

"Please make love to me." she whispered, her pulse racing. "Please…" she pleaded when he hesitated.

"Are you sure about this? If we do this, there is no going back," he asked, holding his breath as he waited for her answer.

"Yes," she said barely above a whisper.

Taking a deep breath, he wrapped his arms around her and maneuvered their bodies so he was now lying on top of her. The soft curls fell away from her face to fan across her pillow, forming a golden halo that accentuated her perfect features. "You are so beautiful."

Lowering his mouth, he blew inside her ear causing her to shiver and moan as he lightly nipped at the soft lobe before trailing hot kisses along the length of her throat, only to stop and linger just above the bodice of her dress. She let out a deep satisfied moan as she felt his hot breath fan her heated skin. "Derek…," she whimpered as his lips brushed lightly against the soft valley between her breasts, his tongue flicking out to lick its soft flesh.

The silky fabric of the dress did little to hide her aroused state as her hardened nipples strained against it, begging for release. Moving back up her body, his hand reached behind her to find the zip as he deftly pulled it down. The spaghetti strap fell off her shoulder and averting his gaze from hers, he let his hand trail a lazy path back around her shoulder to pull the strap further down her body. Smiling satisfactorily to himself, his eyes moved to rest on her perfectly shaped breasts as they lay exposed to his adoring appraisal.

He lowered his head and took an aching peak into his hot mouth as his tongue teased the hardened nipple. Meredith felt a sudden jolt shoot up her spine at the contact and lifting her hips off the bed, she pleaded with him, moaning and jutting her hips against his throbbing penis. "Oh my god, Derek! Please…." He released her breast and heard her make a guttural groan at the lost of contact. Without a moment's hesitation, he moved to her twin and gave it the same attention as he sucked and nipped at its peak.

"Do you like that?" he asked as his fingers moved underneath her dress to rest at her core.

"Oh my god…yes!" she screamed when his hand moved her panties aside and the pad of his thumb grazed lightly against her clit. Her hips rose off the bed of their own volition and he smiled at her eagerness as she moved her hips in a circular motion against his fingers.

"Meredith, are you a virgin?" he asked as his fingers slowed its assault on her body.

"What?" she asked, her mind in a confused haze.

"Am I going to be your first?" he asked, holding his breath hoping she would say yes.

"Yes, Derek. I want you to be my first and…last," she looked at him tentatively, unsure of how he would react. "Is that okay?"

"Of course it is," he replied, his chest swelling with pride and love for this wonderful creature. "I love you."

Planting a soft lingering kiss on her lips, he moved off her and sat up on the bed beside her. He reached inside the pocket of his trousers and pulled out a small blue Tiffany box. "I was planning to give this to you tomorrow, but now is as good a time as any to give you this." He extended his hand out to her, holding the box in the palm of his hand and smiled as he saw her eyes tear up.

"Derek," she said looking at the small box and then back up to him. "You didn't have to."

"I didn't?" he teased, pulling his hand away.

She lunged forward and fell onto his chest as she reached for the box. "Since you went through all the trouble, the least I could do is accept it." She held the box up close to her heart and smiled at him excitedly. "Can I open it?"

He nodded his head and watched as she carefully flipped the top open to reveal a diamond and sapphire pendant. "Oh my god, Derek…it's beautiful!" she squealed as she wrapped her arms tightly around his neck and began to rain kisses on his lips, eyes, cheeks and nose, leaving nothing untouched. "I love it!" She reached inside and carefully removed it from its hold. "Can you help me put it on?"

She handed the necklace to him and watched as he undid the clasp. She pulled her hair up and leaned forward so he could put it on. With his face a few inches from hers, she closed the gap between them and kissed him, her lips teasing as her teeth playfully tugged on his lower lip. As soon as Derek had the clasp securely fastened, he reached both hands up and cupped her face so he could deepen the kiss, letting his tongue delve deep into her mouth. He felt himself harden and broke the kiss as he let out a sharp curse.

"What's the matter?" she asked confused by the sudden change.

"We can't do this tonight," he said, pulling away from her.

"Wh-why not?" She was confused and wondered if she did something wrong.

"Protection," he stated simply. "We don't have any protection and as much as I love you and want to be with you tonight, we can't."

"Derek, it's okay," she whispered as she moved her hand to rest on his lap, her fingers feather light as it trailed up his leg to rest on his throbbing manhood.

"Mmm, Meredith…don't," he warned as his eyes darkened into deep pools of desire. "Oh my god, Meredith. If you don't stop doing that, I'm not going to be able to…oh god!" he moaned as she unzipped his pants and dipped her hand inside to stroke him. "We can't. Please don't make this hard for me," he pleaded as she continued her slow assault. Gathering what little willpower he had, he reached down and pulled her hand away.

"You didn't like that?" she asked nervously.

"No, I did," he reassured her. "I liked it a lot and that's the problem."

"Why is that a problem?"

Smiling at how sweet and naïve she sounded; he squeezed her hand and said "Because, my love, if we don't stop doing that, it will lead us to doing other stuff that we shouldn't be doing without some form of protection."

"But it's okay because I'm on the pill," she replied eagerly, missing the shocked look on his face.

"You're on the pill? But I thought you said you haven't done this before."

"I haven't."

"Well then why would you need them?" He pulled his hand away and looked at her with hurt in his eyes.

"I need them to stay regular, you dummy," she said, playfully slapping his arm and waited as he realized what she meant. "You're a doctor, you should know this."

"I'm not going into obstetrics, Mer. How am I supposed to know it can be used for other stuff besides the obvious?"

"Oh, that's right you want to be a brain surgeon. That makes me feel SO much better. Phew!" she teased, dramatically wiping the back of her hand across her forehead, feigning relief.

"That's right, missy!" he said, lunging forward to push her back onto the bed and began tickling her. "I'm going to be a rich and famous, world-renowned brain surgeon and all the ladies will swoon at the dreamy doctor."

Amidst her fit of laughter, she stopped and tried to control her giggling as she asked "Dreamy? Seriously?"

"Don't you want me to be dreamy?"

She sat back and tapped her chin with her finger, pretending to ponder the question. "Mmmm…no."

"No? Why not?"

She shifted their position so she was back on top of him. She gazed deeply in his eyes and said between kisses "I.want.you."

A broad smile spread across Derek's face as he pulled her head down so he could deepen the kiss. Her mouth opened willingly to his invading tongue as they kissed and touched each other with feverish hands. Meredith let out a soft moan as she felt Derek's erection pushing up against her stomach. Breaking the kiss, she moved her legs and sat up to straddle him. With her dress still open in the back, she yanked it up and over her head and carelessly tossed it on the floor. Derek's eyes deepened to a dark shade of blue and releasing a desperate sigh, he reached out to cup both breasts in his hands and began to massage and knead them until her nipples tightened into hard rosy buds.

"Oh my god, Derek," she moaned as he tugged on her nipples. Seeing that he was still fully clothed, she began to undress him, bending down to kiss his chest as each button was released from its hold. Derek continued to massage her breasts, eliciting a moan from her as he tugged on her nipples. Unable to wait any longer, she grabbed his shirt and ripped it open, causing the remaining buttons to fly in all different directions in her room. "I need you now, Derek. I've waited three long years for this and I can't wait anymore."

Her hands went to his belt and with deft fingers she undid the buckle along with his pants and began to tug frantically on his pants, pulling it down his hips. Pieces of clothing were recklessly strewn all over the room as Derek flipped her around and sat up to quickly undress. Once he was naked, he joined her back on the bed and rained kisses along the column of her throat, down the valley of her breasts, across her flat stomach to her navel where his tongue darted out to lick and tease, blowing his warm breath against the wet spot and sending sparks of electricity shooting up her spine and tickling her core at the same time. The dual sensation caused Meredith's hips to buck off the bed as she mindlessly reached for him.

Trailing a slow erotic path from her breast, down her ribcage, his hand came to rest on her. He smiled as he felt how wet she was. Using his fingers, he gently parted her folds and slowly inserted one finger into her heated warmth. "Oh god…oh my god, Derek!" she screamed as his finger began to move in and out of her. With little restraint, she pushed her hips up into his hands and began to move her hips back and forth, intensifying the sensation of him stroking her insides. "Please don't make me wait too long," she moaned as he began to move faster.

Meredith grabbed his hair and screamed his name as she felt her inner muscles contract and she climaxed into his hands. Derek continued to move his finger in and out of her, prolonging her orgasm. He waited until her orgasm subsided and moved his hand to shift their position so he was on top. He leaned down and kissed her deeply before he used his thigh to gently nudge her legs apart. She smiled and opened her legs so he could fit comfortably in between. She let out a soft gasp as she felt the tip of his erection brush up against her aching core.

"I'll be gentle, but this is going to hurt a little," he said, planting a swift kiss on her lips. "Look into my eyes and stay with me, okay?"

"Okay," she replied, biting down on her lips when she felt him gently push into her, his movement slow and controlled. Meredith felt a sharp pain as he pushed himself fully into her, she squeezed her eyes tightly and bit down on her lips harder until she tasted blood.

"Look at me, baby," he whispered. "Relax your muscles. I promise the pain will be over soon." She opened her eyes tentatively and looked at him as she nodded her head and slowly relaxed her muscles. He began to withdraw from her and the pain that she felt was soon replaced with a new wonderful sensation as he pushed slowly, tentatively into her. He felt her muscles stretch and close around him as he began to quicken his pace.

"Oh my god, Derek. That feels so good," she moaned as she raised her hips off the bed to meet this powerful thrust. Her hands moved to cup his bottom as she encouraged him to go deeper and faster, her head writhing from side to side as she welcomed each long deep stroke. "Derek!" she moaned, squeezing his ass, loving the feel as his muscles flexed in her hands with each driving thrust. It didn't take long before she felt her muscles contract and she cried out as she climaxed around him. Derek began to pump harder and faster as he felt his own climax start and screamed her name as he released into her.

::end flashback::