AN: Enjoy!

DISCLAIMER: I DO NOT OWN POTC!

Elizabeth paced back and forth in the living room. It was nearly two o'clock in the morning and Will wasn't home yet. Rain poured down from the sky and lightening flashed across the sky like spreading branches.

Elizabeth was so confused. If Will really was in love with her, why didn't he say so? If he wasn't…Elizabeth was going to leave with James, she would follow her head instead of her heart.

Elizabeth's eyes flickered to the driveway as headlights passed through the living room. Elizabeth ran to the door and swung it open as Will stepped up to it. "Elizabeth? What are you doing up?"

Elizabeth saw he was wearing his sheriff's wind breaker. "It's raining." Elizabeth said.

"I can see that. There was huge accident on the ramp to Port Royal." Will slipped inside the door. "A couple of cars."

"Oh."

Will saw the look in her eyes. "What's wrong?"

"I just thought with the bad rain, that well, something had happened to you." Elizabeth said as she stepped aside to let Will through to the kitchen.

Will turned to look at her. "Nothing's going to happen to me."

"Yes, but…"

"Nothing…" Will whispered as he took out a jug of water. "How did lunch go with James today?"

"It was interesting." Elizabeth said as she sat down across from him.

"How was it interesting?"

"He offered…he…"

"He what?" Will said taking a sip of water.

"He wants me to go back with him to Boston. He still loves me…he wants to marry me. He can give me everything, my music, a marriage to a man who loves me…" Elizabeth's words drifted as she saw Will clench the glass tightly. "Is something wrong?"

Will got up and looked through the large bay window in the kitchen. "Yeah, something is wrong." Elizabeth looked at him.

"What is it?" Elizabeth asked breathlessly.

"You don't love him." Will said. He turned and looked at her. Elizabeth saw the lightening flash behind him. "You don't love him, you're in love with me." Elizabeth saw the fury in his eyes as his hot blaze held hers.

"That's right. However, James loves me, and you don't. That is the difference." Elizabeth said as she stood up from the chair.

"Elizabeth…" Will shook his head. Instead he walked over to her and grabbed her by the back of her neck and forced her lips to his. Elizabeth's breath was taken from her by the pure surprise of him. Never in a million years did she think Will would be so bold. Elizabeth caressed his jaw line as she invited him to kiss her deeper.

Will's hands moved to her lower back as he pressed her body to his. He pulled his lips away from hers and looked into her eyes. The fury, anger, and pain were gone, passion and love filled them, and Elizabeth bit her lip to stifle a cry. "I love you." Elizabeth smiled and she kissed him softly.

"Say it again." Elizabeth said.

Will smiled. "I love you."

"Again." Her command was simple.

"I love you, I love you, I love you." Elizabeth took Will's hand and lead him upstairs to her bedroom.

Elizabeth slowly stripped off his wet rain jacket and looked at him in his uniform. She took off his belt, which housed his radio and gun, and dropped it on the chair. She pushed him down on the bed and started to unbutton his shirt, slowly, painstakingly she took her time. She slipped the shirt off and pressed her hands on his abdomen, kissing each muscle, feeling Will's skin quiver.

Her hands slowly traveled down to his pants as the zipper slowly traveled down. Elizabeth grabbed the ankles of his pants and yanked them off.

Will watched her climb on top of him and straddle him. His hands slipped up her silk nightgown to her hips. "I love you so much…" Elizabeth said as she leaned over to kiss his neck. "I've never stopped."

"Neither have I." Will then pulled her nightgown off her. She was wearing white laced panties, and nothing else. Will leaned up and pulled her under him. He kissed the middle of her chest and made his way over to explore her breasts. He loved the feel of her, the scent of her, the way she shivered under his touch. She was driving him wild with passion and she didn't even know the beginning of it.

He pulled off his boxers, then went to work on her panties, pulling them off with ease, throwing all remaining articles of clothing to the floor. He pushed his right thigh between her legs as they opened.

Elizabeth reached up and wrapped a hand behind Will's head and pulled him into her. Elizabeth gasped with the first thrust and moaned with each rhythmic motion.

Will's movements were slow, to savor the exciting feeling, so that this moment would last…that it wouldn't be a heated roll in the hay.

"Will…" Elizabeth gasped as her back arched upwards, her breasts pressed against his chest.

Will's breath caught in his throat as he rolled away and breathed in heavily. Will looked over at Elizabeth who was looking back at him. She leaned over and kissed him seductively as she pulled a sheet with her. She nestled under his arm as he hugged her.

Neither spoke a word as they fell asleep.

WEWE

She was moaning in ecstasy. The damn bitch was having herself a ball with the Sheriff! That damn William Turner was going to pay for sullying her, making her dirty. He walked away from the house trying to escape the image, he wanted her to moan under him, he wanted her to buck and gasp beneath him! No, no, no! Why is it this way! She will see the truth, see me, she will want me…

AN: Next Update should be sometime this week, where I will finish posting this fic!