~

There's a hungry yearning burning inside of me

And its torment won't be through till you let me spend my life making love to you

- C. Porter

Elizabeth stood before the mirror in her bedroom putting the finishing touches to her makeup, perfecting that smoky-eyed look she hoped would add to her appeal, stopping Will in his tracks. And just in case the sexy bedroom eyes weren't enough to do the trick, her body was encased in the daring halter dress she'd bought over the weekend that she'd once felt uncertain she had the nerve to wear in public. But Anna, who currently sat on her bad, alternately helping her get ready and issuing encouraging pep talks, had convinced her to put it on, offering the assurance that the dress alone would cinch the deal, thoroughly claiming Will's heart – or at the very least his baser parts.

So she'd decided to do this. Not that it was much of a choice at this point. The entire time she'd been with Will earlier that day it felt like they were bottling a dangerous substance; if someone didn't release the pressure, sooner or later it was bound to explode. All the same, Elizabeth knew she was taking a chance, a big one. Her actions were likely to alienate Will and could very well spell the end of their friendship. Chances were he would either reject her outright, which would be painful and awkward for them both, or either tonight or some night soon, he would take her to bed and – though in as gentle a way as possible – would be done with her afterwards. But still the small, however unlikely, third possibility remained that he would open himself to her, accept her affections, explore the possibility of a relationship, and in time fall in love with her too…..before or after he took her to bed; at this point it really didn't matter to her. If he wanted in her bed before he reached that place, she would let him in. She certainly wanted him there. And all the while she would show him how good intimacy could be, that love could be safe and warm and happy for them both.

This was a risk, but it was more than worth the gamble. So she would come on to Will. She would confess her feelings – well, at least her amorous one. But first she needed to get prepared. Bending to slip them on, Elizabeth finished off her provocative ensemble with the shoes Anna had called her 'do-me heels'. Altogether, her outfit appeared that it would meet its mark, leaving Will off-balance and appealing to the lust she'd seen now and again in his eyes when he looked at her.

Taking a deep breath, she went over her plan in her mind for the umpteenth time. First, she would make her physical desire for Will known and see how he responded. If he reacted favorably then, over time, she could gradually confess the rest of her feelings...But could she even get past the 'first'?

Turning from the mirror, she miserably blurted to Anna, "I don't know if I can go through with this."

"Of course you can."

"But what if Will doesn't feel the same way that I do? What if this is completely unwelcome on his part?" Elizabeth asked, slumping down to sit on the bed beside her.

The simple movement of sitting shifted Elizabeth's dress several inches higher up her thigh, and Anna couldn't help but smile. Smoke was likely to pour from Will's ears at the very sight of her friend. "Elizabeth, he's hot for you, without question."

Thinking of that last night on the beach in her short shorts, and before that when they'd gone swimming, Elizabeth had to admit – there was very little denying – that Will seemed to want her.

"And you're hot for him too," Anna continued. "So what could go wrong?"

Elizabeth, unfortunately, could think of many things. Granted, if Will did let his moral standards slip, he might just act on his desire for her – especially when she was giving all sorts of provocation – but that didn't mean it went any deeper than that. And when all was said and done he might easily fall back on his rules.

She ran a nervous hand over the loose waves of her long hair. "I can't be just one night for him….You don't understand the signi – " She broke off before saying anything more. Her virginity was something of a sore spot for her. Her state of innocence hadn't exactly been willing….then again it hadn't exactly been unwilling. Still she felt like a bit of a relic and, as a result, didn't broadcast the truth of her inexperience. Very few people – least of all Anna – would understand why at her age she had never been with a man; it was hard for anyone outside her situation to grasp. She had been waiting, and now that she'd finally found the man she longed, body and soul, to give herself to she couldn't image doing it lightly….and having it all be over with, once and for all, bright and early the next morning. "I just can't."

Anna took Elizabeth's hand in hers. She'd never been much for mushy stuff, having led a hard life, one where tragically early on self-reliance took precedence over emotion, a state that had only solidified during her five year on again-off again relationship with Jack. But she could see her friend was hurting and forced herself to make that emotional connection, difficult as it was. "Look, Will wants to take you to bed. I won't pretend otherwise. But it's more than just that. He….he stares at you. He stares like a man with his heart in his eyes. It cracks Jack up. We've never seen him this way. He's hung-up on you, Elizabeth. I'm sure of it."

"Really?"

"Yes. Really. But, Will being who he is, he's going to need a little push."

"Right," she agreed, biting her lip.

"You can do this."

Elizabeth nodded.

"You can. I wish I could go with you for support, but they need me at the Dauntless. Ordinarily I'd just blow it off, but people didn't show up tonight and they're horribly understaffed."

"I know. It's okay. I'll be alright. Besides I think, knowing what I'm about, you being there would just make me more nervous."

Anna gave her a supportive smile. "He's already broken every rule for you. What's one more?" She lightly squeezed her hand. "Good luck…..Just give me all the juicy details in the morning," she said with a wink.

Walking into the Empress, Elizabeth was nothing short of dumbstruck. Will had described the nightclub to her as a cross between a basic underwater theme and the interior of a boat, with a dash of eccentricity thrown in because after all Jack had been in charge of its decoration. While she found his depiction accurate, his words didn't quite do it justice. But then, after seeing it herself, she could think of no phrases adequate enough to describe it.

The entrance to the club deposited guests onto an upper level where seating was available, but the main action was clearly on the lower floor. There was no overhead lighting in the room, just soft blue lights placed strategically about the club, giving it an overall hue of pitch black mixed with shimmering blue, adding to the underwater ambiance. Perhaps the most immediately eye-catching features were the three massive globes hanging from the ceiling, one over the tables adjacent to the bar and the other two directly over the dance floor. Orange and white furls, feathers, and tentacle-like arms sprang from their tops in wild flimsy curls, giving them the overall appearance of sea anemone, while the orbs at their centers sparkled and reflected the light like old-fashioned disco balls, all the while emanating a twinkling blue glow.

There was so much to take it, Elizabeth was glad she'd decided to come early. There was no way she would have been able to concentrate on the task at hand with so many fascinating sights to behold. Reaching out to grip the handrail, but finding there was none, she descended the silver staircase that led to the main floor beneath.

Considering the stairway she walked down, Elizabeth wryly mused that it was obvious Jack had his hand in its design. The layout of the stairs was open, leaving a person hovering out into the room with the crowd free to walk on all sides and beneath the slit staircase, making it exceptionally easy for a man at the right place at the right time to look up a woman's skirt. With that thought in mind, she hurriedly stepped off the final stair to the safety beneath.

To her right was the line of tables by the bar, a long row of connected booths offering a demarcation point between the sitting and the dancing areas. And the booth, a sort of longish continual banquette, offered the perfect seating for couples who wanted to cozy up to one another while enjoying music, drinks, and refreshments – though she noticed there was the convenience of individual chairs on the opposite side of the tables should anyone be less inclined to spoon and grope in public. But, should they be apt to do even more, there were still further secluded tables set back far against the wall beneath the concealing darkness that the overhang of the upper level provided. No doubt, she thought cynically, Jack had also included plenty of private rooms to indulge those seeking intimacies that, for a price, wouldn't have to wait until guests had returned to their hotel rooms.

Shaking her head at the picture that made, her eyes further scanned the nightclub. Directly across from the main tables was the bar, which in and of itself was a sight to behold. The back of the bar, just beyond the crowded rows of various liquor bottles, was backlit in a dazzling crystalline blue provided by a massive, impressively stocked aquarium, complete with countless varieties of colorful tropical fish. And the actual bar itself seemed to be made up of aquarium-like panels, sporting cascading bubbling water that ran from top to bottom. Two of the three sides of the bar were open, leaving patrons from both the tables and the dance floor to walk up and make their requests. But the middle of the bar offered metal and leather stools for sitting – not surprisingly upholstered in a dark blue leather, the effect furthered by the blue light glowing from the sides of the bar.

And in the middle of it all, expressly designed to curve around the bar – probably with the intention of encouraging further imbibing – was the dance floor, already filled with undulating bodies, albeit swaying to a surprising choice in music.

Now that the immediate wonder at her surroundings began to ease, Elizabeth realized she couldn't continue to stand dumbly at the bottom of the steps. But where should she go to wait for Will? The bar wasn't private enough for such a revelation as she planned, but the removed, secluded tables were just a little too private. She wanted to show him she was interested and more than willing to take their relationship to a romantic level, but she was still a respectable woman. A gentle come-on quickly lost its subtlety when delivered in an atmosphere that all but screamed of debauchery, and she didn't mean for Will to think she was only after sex. It was him that she needed. If sex came along with their relationship, she was ready – shockingly ready – to explore it. But above all it was Will, simply the chance to be with him, that she wanted.

All things considered, the tables across from the bar seemed the wisest choice. Slowly heading in that direction, her awareness began to shift from the nightclub itself to the patrons within….the male patrons whose interest she seemed to have piqued. Simply put, the men were blatantly ogling her, perusing her body from head to toe. Perhaps Anna had been right the first time around in suggesting that she save this sexy dress for a 'private show'. Elizabeth didn't want anyone but Will looking at her in such an intimate fashion – a thought that was striking in itself, considering that if she returned to her country and married James this would daily be the case.

With strangers' leering eyes upon her, she felt instantly uncomfortable and tugged on the hem of her dress. The motion only succeeded in pulling the neckline down to reveal even more scandalous proportions of cleavage, so she had no choice but to give up. Slipping instead into the 'cuddling booth', as she'd dubbed it in her mind, she thought that on the up side she must look rather good in the dress to attract so much attention, a realization that bolstered her confidence in openly pursing Will tonight. Even so, she decided a drink – nothing too strong, just a nice glass of white wine – would be just the thing to shore up her courage. The thought of confessing to Will all that she wished and imagined – and, more pointedly, the thought of his potential rejection afterwards – made her almost sick with nervousness.

A minute later, Jack himself delivered her drink. Giving her a thorough onceover, he let out a low whistle. "My, my. Our fair 'Lizabeth…." He lowered his voice. "…the sweet proper princess, dressed to kill. Tell me, what poor bastard are you hoping to snare tonight? Please say it's William you're hoping to drag to bed. I don't think the poor boy could handle watching you snag someone else for the deed."

"Such refinement, as always," she replied, offering him a patently insincere smile before she sipped her drink. "But what makes you think I'm out to drag anyone to bed tonight, as you so tactfully put it?"

"That dress your wearing," he pointed, "has enough T&A on display to appeal to any male still breathing. And come to think of it, a short enough skirt to send any leg man to his knees – or, better yet, hope you'll go to yours," he smirked.

"Ugh," she groaned in disgust. "You are such a pig."

"Thank you."

"It wasn't a complement." He laughed, and she shook her head. Jack's was a hopeless case but she had to admit, even with all that he was, it was hard to completely dislike him. After all, he was Will's closest friend, almost like a brother, and though it had been at Will's urging, he had agreed to take her in.

Jack's amusement softened and he asked in a more serious tone, "It is Will you're meetin' tonight, isn't it?"

Elizabeth nodded, taking another drink. "It's Will."

He smiled. "Good. He's been waiting for this for a very long time…..He needs you."

She audibly scoffed. So it was right back to sex with him. She shouldn't be surprised. "Blue balls are not a real thing, Jack." She was well enough acquainted with the notion to consider herself an authority; they were James's favorite excuse.

Jack let out a loud guffaw. "Says you." He didn't tell her that she had completely mistaken his meaning. It amused him too much that, at least on this occasion, she was the one with the dirty mind. "And such language. Perhaps you aren't so proper after all?"

"Maybe I'm not." She narrowed her eyes mockingly. "But you'll never know."

"True….unless I hear it from dear William."

Her bravado completely deflated at that. "But….he wouldn't…. I mean, he doesn't – Surely, he doesn't discuss his conquests with you."

Jack considered it for only a fraction of a second before answering truthfully. "No. No, he doesn't. Sadly, I'm left to imagine." Then, quickly weighing the wisdom of it, he decided to give her another rarely spoken kernel of truth. "Not that there are all that many, conquests I mean. Will's a lot more selective than most people think."

Before she had time to respond, Jack continued, "But whatever you think, and whatever it is you plan on doing with him tonight, I hope you're ready, 'cause he's here," he said, nodding toward the stairway, "and no doubt looking for you."

Jack disappeared back behind the bar and she was left alone to watch Will climb down the stairs, looking like seduction personified. Like her, he was wearing all black from head to toe and, like her, his clothing fit snug in all the right places. Though the length of his hair was pulled back into a tie it wasn't done so severely, his hair left full and wavy about the top and sides of his head, freefalling tendrils curling just so about his ears – and how she longed to run her fingers through it and muss it even further. His black button-up hugged the contours of his sculpted chest perfectly, and the sleeves were left rolled up to the elbow, revealing muscled forearms. The only change she would make to his attire was the buttons. He'd left only one unfastened, at the collar. If she had her way the shirt would be undone to at least mid-chest. A shameless smile stretched across her lips at the thought.

If Elizabeth had any doubts at all about going through with this, her determination was completely cemented seeing Will all dressed up, looking warm and hard and positively sexy. He stirred her in a way no other man ever had, not just now but from the moment they'd met him. The attraction had only grown stronger, more intense and unstoppable, the longer she'd known him to the point that she'd now been having erotic dreams about Will for several nights straight. Whether or not they would ever become a reality, she supposed, depended at least partially on how brazen she was willing to be. But if tonight held even the slimmest possibility of ending in his arms, she'd risk whatever it took to get there. Abandoning her nearly full glass of wine, she began to cross the room toward where he stood near the edge of the dance floor.

Will, for his part, had yet to spot Elizabeth. It wasn't quite nine-thirty, and he knew it was very possible she hadn't arrived, so he let himself relax a moment. He was going to have to be 'on' the moment she got there, trying his hardest to pretend he didn't want her in every way possible, because loving her changed absolutely nothing. All odds and reason still dictated that she wouldn't possibly choose him. She was still way out of his league. It was impossible for them in too many ways to count….but still he wanted her. And if there was ever any hope of having Elizabeth, he would have to take things slow and careful and easy with her. It was a tricky situation, to be sure, but he was nevertheless determined to enjoy tonight. He'd missed Elizabeth more than words could say and being with her tonight would be the closest thing to heaven, even if she would never be his.

Taking a deep breath, Will let the music wash over him and felt his tense muscles slowly loosen. He'd always liked jazz night at the Empress the best. Sure, it wasn't hip hop or techno. The music was old school, must of which people his age had never heard of, but it was slow, and earthy, and sexy. There was such an emotional charge behind it that in his opinion you could get much further on the dance floor with a rhythmic, seductive, blues number than you ever could with the loud repetitive throb of standard club mixes.

Lost in his thoughts, he suddenly heard Elizabeth's low, close whisper of, "Will", and felt her press against him from behind.

He started slightly, but it wasn't due to surprise. The way she said his name, so soft and sweet and feminine, sent a zing through him. When she continued to linger near, his eyes fell closed, and he nearly had to bite back the groan that the feel of her warm breath against his ear and the smell of her soft perfume instantly induced.

She placed her hands over his eyes and this time he was genuinely surprised at the game, but more than willing to play along. "Now call me by name," she requested.

He would love to call out her name…..while making slow, satisfying love to her. Steady, he commanded himself. She had barely said two words to him and he was already raring to go.

"How long have you been here, Elizabeth?" he asked her, taking care to keep his voice even and free of the need he felt. "I guess I assumed if you got here first you'd have found us a table."

She frowned at that, pleased that he knew her voice but not at all caring for his straightforward approach to their meeting. If he wasn't taking the bait of her gentle flirtation, it seemed she would just have to amp up her enticement a bit. Elizabeth let her hands fall away from his eyes and sashayed around to face him.

Will took one look at her and felt his body heat in response, every part of him jumping to attention – including those that had best lie dormant for the time.

The dress was a halter style, with a wide V neck plunging down to kingdom come and a hem cut high enough that he was certain it would reveal a peek of underwear if she bent just so. And the dress hugged her body, highlighting all the points of interest to great effect.

His eyes roved over her slowly, taking their time, thoroughly enjoying the journey. His conclusion was that she might as well have been nude, the way the dress clung to her every curve like a second skin. And her legs…..so much of her long, luscious legs were on display. His gaze followed the line of them all the way down to her ankles and those stunningly sexy heels that made him want to strip her down to them and nothing else.

His head tilted to the side as he appreciatively took it all in. Another inch or two, either up or down, and she would be arrested again – this time for indecent exposure; the dress's neckline alone had all the earmarks of a major wardrobe malfunction waiting to happen. But she looked good, damned good, positively edible.

Elizabeth smiled at his reaction. The outfit had been revealing to begin, and she'd watched him slowly undress her the rest of the way with his eyes. "Do you like my new dress?" she asked, spinning for his approval.

She turned around and he nearly swallowed his tongue. The dress was backless, dipping down to just above her bottom, leaving miles of soft bare skin just begging to be touched and caressed. She was an absolute fantasy come to life – granted, a naughty one, but all the better.….

Elizabeth spun back around, the paralyzing front view of the clingy dress tantalizing him all over again. Will gaped at her as her eyes studied his face, waiting for his reply, but he could think of no appropriate, G-rated response; all of his thoughts at the moment were strictly rated X.

With an arched brow, he finally blurted the first non-lewd comment that came to mind. "Won't you be cold?"

She stiffened, apparently finding his response displeasing, but too much blood had vacated his brain for him to figure out why. Either way, she said nothing to indicate annoyance, merely taking his hand and leading him off to a table.

Smiling alluringly, Elizabeth tried again. "I had a dream about you last night," she told him as they traversed the room.

"Oh?"

"A good dream….." He made no reply. "A really good dream," she added seductively.

Will glanced down at her searchingly, thinking surely he must have mistaken her meaning. There was no way she was hinting at having a sexual dream involving him. He was projecting his own secret lust into the conversation. "It was probably because I've been away," he answered rationally.

Elizabeth tamped down her frustration, trying another tactic. "I was thinking later we could go out on the pier, just like the night we met. Do you remember?"

"How could I forget?" he smiled. Then, to her first request, he replied, "Yes, of course we can if you like."

They reached the table and he pulled back the chair for her, meaning to politely help her into it, but she had intended the banquette for the both of them….So much for those plans. She slid into the chair – because, really, what else could she do? – and gave him another come-hither smile as he seated himself on the banquette across from her.

"Is it more rum for you tonight?" Will asked teasingly.

Elizabeth flushed with pleasure that finally he seemed to be flirting back. "No more alcohol tonight," she said coquettishly. "Drinking dulls the senses."

He blinked at her. "And you need yours to be sharp?"

She leaned in and whispered intimately, "I want all five senses to be acutely aware. I wouldn't want to miss a second of tonight."

Will regarded her in confusion. "Alright. No drinks. Can I….can I offer you something else instead?"

At last, Elizabeth gloried, they were getting somewhere.

Holding her gaze, he asked, "Are you hungry?"

Yes, they were definitely getting somewhere. She leaned further across the table toward him. "I'm absolutely starving."

"Well...the Empress serves finger foods, little hors d'oeuvres and such," he answered in bemusement, "but I don't think that will go very far in satisfying you."

She smiled knowingly, reaching across the table to take his hand in hers. "No. Not at all." After momentarily playing with his fingers, she slid her hand up his wrist, finally curling it around his forearm. "Perhaps you have something better in mind to sate my appetite?"

"Ah…." It was so hard to think with her hand rubbing him that way. "We – we could get a bite afterwards?" Her eyes crinkled uncertainly, so he clarified, "The Dauntless will be closed, but I could always make you a sandwich."

Elizabeth abruptly let go of Will's arm. Evidently they'd been on two different wavelengths the entire time….or was this his way of delicately rejecting her? Worrying her lip, she decided to make one last attempt at open flirtation.

The music filtered to their table, an up-tempo jazz number. "Dance with me, Will," she softly cajoled. "Just like at Calypso."

His eyes widened at the thought. The vivid imagery his mind concocted of Elizabeth performing such a wriggling, writhing dance in the dress she had on tonight was nothing short of soft-core porn. "No," he said abruptly. "When she looked as if he'd slapped her, he softened his refusal with, "No, thank you. I don't think I'm much for dancing tonight."

Elizabeth huffed out a sigh. She'd put herself out on the line tonight and he'd blocked her at every avenue, flatly refusing her every invitation. Yet she still didn't know what to make of him because, when she looked up again, she caught him staring intently at her cleavage.

"I think maybe you like this dress after all," she cooed.

Flustered, Will seemed not to have heard her. "Are you sure you won't be too cold?" he asked in a panic.

Her eyes flashed at his rebuff. She was throwing herself at him so hard she was surprised he didn't get whiplash and all he would do in return was be infuriatingly polite and proper with her, wholly rejecting every last one of her advances.

"Suddenly I'm not so sure," she said tartly. "It has grown rather frigid."

Will was thrown at her rapid change in attitude, but gallantly offered, "I could take you back home."

The expression on her face went from annoyed to positively seething. "Don't worry about me, Mr. Turner. You don't have to worry at all."

Elizabeth started to get up from the table, but Will caught her wrist. She turned such hostile eyes on him that he wisely removed his hand. But he still had to ask her, "Where are you going?"

Her tone when she answered him was nothing short of glacial. "To find someone else who actually might want to dance with me."

The thought of her seeking out another man made Will feel instantly possessive. "But I thought you came here to talk to me. I've been gone so long; I thought you might want to – "

"Be a proper friend to you and listen all about your trip?" she snapped. "I'm sorry, but I had something else in mind for tonight. Obviously you didn't. So I'll just look for my amusement elsewhere."

He couldn't let her do that. Not only did her want her for himself, but he couldn't let her fall victim to the sort of men that frequented the Empress, preying on any hot young woman who would give them the time of day, the drunker the better. And with the way she looked tonight, she was definitely ripe for the picking.

"Elizabeth, this club is full of single men just looking for…." His voice trailed off while he searched for a gentle way to put it, finally settling on, "….well….to take advantage. You can't expect every encounter with a strange man to end as innocently as ours did. Some men will want – will expect – more from you than friendship. Not every man will treat you as properly as I have."

She shot him the sort of pissy look women had perfected by the age of three, but on her it was particularly enchanting. "I certainly hope not."

"What's that supposed to mean?"

Elizabeth ignored him. "And on second thought, I think a drink is in order after all. In fact, maybe two or three."

She pushed past him, sauntering to the bar and ordering a piña colada.

Standing at the bar, her back to Will, Elizabeth's anger melted away to reveal the hurt and humiliation beneath. He didn't want her. She'd all but offered herself to him on a silver platter and he'd turned her down flat. Maybe it was her fault, she pondered as her cocktail was delivered and she took a long, numbing drink. Maybe she was just inept at seduction. Perhaps her naïveté showed through, amusing Will and eventually prompting him to want to take her back home and tuck her away safe and sound – just like her father. She'd long held a secret embarrassment about her lingeringly virginity. Not that she went around broadcasting her sexual status; what she did or didn't do in private was no one's business but her own. Still she couldn't help but wonder if her inexperience with men was to blame here.

She downed several more gulps of her drink, wallowing in her misery and rejection and wondering how it had all gone so badly. Maybe her methods didn't appeal to Will? Possibly he found them clumsy? Whatever the reason, apparently she didn't tempt him in the least. Well she'd show him, she decided, swallowing a large fortifying mouthful of the rum. She knew how to be enticing, how to seduce a man. If he didn't want her, there were plenty of other men there tonight who might. Grabbing her now half-empty glass, she turned from the bar to go find herself some.

Will still sat at the table stunned, struggling to comprehend where his encounter with Elizabeth had gone so wrong. After she walked away in a huff, he'd watch as she drank far too much far too fast for a woman unaccustomed to drinking at all. Then she'd marched off, drink in hand, and currently stood near the edge of the dance floor, surveying the room with those killer eyes of hers.

What should he do? Did he dare approach her? She was obviously pissed as all hell at him – for what, he didn't know. Even so, as he'd tried to warn her, it wasn't safe for her to wander around the club without at least a girlfriend by her side as a precautionary measure. Elizabeth simply didn't realize the effect she had upon men – even wearing layers, which she certainly wasn't tonight – and he'd be damned if he'd just passively sit about and let all the men in the Empress ogle her with clearly lewd intent. Looking around, he discovered they already were.

Jack, who'd witnessed the entire scene from behind the bar, came walking up to stand beside Will's table. Will was about to say that now wasn't a good time, when Jack beat him to it, incredulously asking, "Have you lost your mind?"

"Why?" Will responded, dumbfounded. Why was everyone attacking him tonight?

Jack shook his head in disbelief. "If you were waiting for the opportune moment, that was it."

"What are you talking about?"

Jack sighed long-sufferingly, continuing as if he were speaking to a simpleton. "I'm talking about Elizabeth. What just went down here – or didn't, as the case may be."

"Yeah. What was that?" Will asked, still baffled as to what he'd done to offend her.

Jack actually laughed, so blown away was he that Will truly hadn't realized what was happening. "She was coming on to you."

"What?" Will stared at him, completely flabbergasted. "No."

"She was coming on to you hard," Jack continued, overriding the other man's argument. "And I'm pretty sure in her eyes you've just turned her down cold."

"Turned her down?" Will repeated, aghast. "I've been doing everything I can to – " He stopped short of admitting he'd been the one doing his best to gently hit on her from the day they'd met. His mind reeled at the suggestion that she'd been doing the same thing. Jack must be mistaken. If Elizabeth wanted to pursue something with him, he'd given her plenty of opportunity. "No, Jack. You're wrong."

"Suit yourself, mate. But I know a come-on when I see one," Jack said, going back to help tend the bar.

With the distraction of Jack removed, Will tried to locate Elizabeth, finding her on the dance floor side of the bar, rocking slightly to the music. She certainly was beautiful, inside and out. But it was the 'out' that was on display tonight. He eyed her from across the room and felt his blood heat. How he wanted to take her up on that offer of dancing. It would be nothing short of pure ecstasy to have the gentle curves of her body pressed up against him….but he couldn't. She was angry at him and despite Jack's incorrect assertion not at all offering the things he wanted – her soul or her body.

Still, he was utterly engrossed with her: the tip of her chin as she took another drink, the tempting way she tossed her soft honey-blonde waves over her shoulder, and the proud, determined, still-irate set of her spine. He was completely enthralled…..until his saw a tall, good looking man approach her and, after presumably receiving a favorable answer, lead her out onto the floor.

Watching her dance with another man quickly topped Will's list of most torturous things to endure. But the pair paid him no mind, too busy enjoying themselves – and they certainly had the prefect atmosphere for it. Jazz night at the Empress was something to experience. Though the music was not as familiar to everyone, it had a contagious retro appeal that quickly caught on with the locals and tourists alike. There was a live band, complete with several vocalists. The music always started out loud and fast, but as the night wore on it grew slow and sexy for lovers. Mercifully they hadn't yet reached that point, and the music was still thankfully up-tempo. Nevertheless, Will watched protectively from afar as she danced with the stranger, feeling jealousy burn an unpleasant course through him.

When the song ended, Elizabeth returned to the bar alone, but her one assent had opened up the flood gates. Soon all manner of men were hitting on her and she was dancing the night away – with one of them or all by herself – all to an alluring variation on the dance she'd learned at Calypso.

Will sat miserably in his chair, watching Elizabeth all the while and wondering how the evening had turned into such a disaster and how she'd ended up in the arms of every man but him.

Elizabeth, for her part, was clueless as to the effect she was having on Will – either of jealousy or lust. She had long since finished her piña colada, now having moved on to a daiquiri. Sipping from the sweet drink, the world gradually seemed alright again. Despite her earlier nerves, her ill-fated seduction attempt, and Will's cold rejection, she felt strangely free as she wiggled and gyrated, needing no dance partner at all. She was going to have fun, do exactly as she wanted, whatever felt good – all night long. She felt completely uninhibited as she took the drink with her out onto the edge of the dance floor, undulating to a rhythm all her own.

And Will still sat at his table, his eyes glued to her. It was clear that she was getting totally smashed, and every protective bone in his body was on high alert. Yet, at the same time, he was incredibly enticed by her overtly sexual dancing and body language. He wanted her so much it was a good thing she was peeved at him. Otherwise he would be sorely tempted to do a great many things he shouldn't. Still, he couldn't help being held spellbound by the movements of her body in that painted-on dress; it was like he was watching her naked.

Jack stopped by then to deliver a beer to Will. Pausing as he looked at his friend's burning eyes, he followed the direction of their gaze to a writhing Elizabeth, letting loose on the dance floor. "Hmm," he said thoughtfully.

Jack set the beer down and the movement caught Will's eye. "Thanks," he muttered, looking away from Elizabeth in an attempt to clear his head.

What his mate had failed to notice, but Jack hadn't, was Elizabeth's occasional quick glances in his direction. She obviously wanted the same thing as William. Unfortunately neither one knew how to get there.

Will took a long pull from the bottle, then went back to eyeing Elizabeth like he was a starving lion and she a wounded gazelle.

Jack saw it all and, in his usually blunt fashion, remarked, "I think whot's needed here is for you to boff her."

Will choked on his beer. "What?"

"…..Yes, that's want you both need. You've practically been begging for it from day one."

"Jack, I'm not going to 'boff' her." Yet, as he said the word, his eyes drifted back to her wiggling body and burned anew at his sudden all too vivid imaginings of doing just that. "Aren't you needed elsewhere?" Will asked, still not taking his eyes off Elizabeth.

"Yeah," Jack answered. "But so are you, and that doesn't stop you from sittin' idly by."

Will scowled as Jack went back to business, his eyes making a quick sweep of the club before returning to Elizabeth. It was getting later, the music was turning slower, and people were pairing off in twos like Noah's ark. The few men left who hadn't already hooked up were blatantly eyeing Elizabeth, not that he could blame them. With the way she was dressed and the way she was moving, he was going to have to beat them off with a stick.

Though he hated to admit it, Jack was right. Mad at him or not, Will was through sitting there and idly watching as Elizabeth recklessly put herself in danger. He stood up and began walking to her side, telling himself all the while that it was the chivalrous, responsible, only choice left to him and had nothing at all to do with jealousy….or desire.

Finding her still cavorting on the dance floor, bouncing in all the right places, he reached out a hand and cautiously touched her arm, being careful to keep all other portions of his body far from her wriggling one. "Elizabeth."

She paused in her dancing, looking up at him crossly. "What?"

So she was still determined to be angry with him, for what he didn't know. Will sighed heavily. "I think you need to stop drinking."

"No," she scoffed at him, attempting to return to her dance but his hold on her arm remained firm.

Diplomatically he lowered his voice, hauling her closer to say, "I really think you've had enough. Come on now, put the drink down."

Elizabeth gave him a mulish look. "Make me," she said, taking a long drink just for spite.

She certainly could be stubborn – downright exasperating – when she wanted to be, and here he'd done nothing wrong, absolutely nothing improper that he could account for. He ought to want to shake her silly…..so why did he instead have the urge to grab her and kiss her into compliance?

Will set his jaw. "Elizabeth – just….please. You don't need the drink." In a rougher tone, he added, "And you shouldn't be dancing with strange men."

"Ahh. So I'm not allowed to dance with anyone now," she said accusingly. "It's called having fun, Will. You should try it some time."

Her words bespoke obvious anger, but there was something in her eyes and voice that caused him to believe there was something deeper behind this, though he couldn't say what.

"It might be fun for them," he said gently, "but it won't be for you, not when you sober up and realize – " She rolled her eyes at him, stopping him midsentence. "Look, I don't know what's going on here between us, what I did or said, but I'm only telling you this as a friend."

She flinched then. It was only an infinitesimal movement but Will caught it, however he remained clueless as to its meaning.

"A friend?" Elizabeth repeated, her expression positively mutinous. "I've no use for your 'friendship' tonight, Mr. Turner."

He had no idea why she was trying to hurt him. He hadn't meant to hurt her. But something about her righteous anger – her eyes wide, her lips pouting indignantly, huffing her breath at him in that low cut dress – made him want to tear her clothes off and show her more pleasurable ways to expend that energy.

"You had use for it that first night on the pier," Will pointed out. "I brought you to safety, and never laid a hand on you."

"And what serendipity that was," she said, her voice holding a sharp edge of sarcasm and annoyance.

Elizabeth made to move away from him, but his hands found her shoulders, holding her there immobile at arm's length.

"You won't be able to say the same thing about those other men you're dancing with."

His expression and tone were dangerous, heavy with some emotion she couldn't quite place. Then he nudged her just a bit closer, his eyes falling to her mouth, and her resentful facade cracked mightily.

"I….I'm going back to my dancing," she said weakly. "Unless…..unless you've decided you want my company after all."

"I never remember saying I didn't," he replied, his voice hot and low.

She inched closer to him. "Then you are going to dance with me?"

His eyes left hers to make a slow perusal of her body, drifting down and back up over her nearly exposed curves. At length, he brought his eyes back to hers in an outright incendiary gaze.

Elizabeth swallowed heavily. The way Will looked at her, she could almost feel him touching her, petting her, caressing her. "Well," she asked encouragingly, "are you going to?"

She was killing him in that dress. There was no way he could take her in his arms right now and keep things 'slow and easy'. "No," he whispered regretfully.

The slight flaring of her nostrils was her only perceivable reaction. Downing the rest of her daiquiri, she answered flatly, "Then I'll find someone else who will."

She broke out of his hold and he let her, but reached out and grabbed her hand before she left, squeezing it tenderly. "Be careful, Elizabeth."

In the end, it was Will who walked away, leaving Elizabeth staring after him. She bit her lower lip, her eyes falling from his broad shoulders, to his narrow hips, to his mouth-watering behind, slowly blurring into the crowd with every step he took away from her. Her pulse still raced erratically from their recent closeness, from the way he looked at her. He could have had her before. He could have had her then. He could be making wild, glorious love to her tonight – but no!

Will sat back down at his table, taking a page out of her book and grabbing for his drink. Elizabeth unconsciously took several steps closer, wanting to watch his throat work as he threw back the remainder of his beer.

Her mind was slightly muddled, searching for a clear reason as to what she was doing out here all alone and why it was so important that she stay angry with Will. Somewhere during the course of the evening the cause of making him jealous, making him pay, had given way beneath the booze to simply enjoying herself, letting go, being sensual. She could feel the music, now turning steadily smooth and slow and beguiling, reach inside her, seeping into her blood, into her body. She wanted to move and feel – and right now the thing she wanted to feel was Will…..Perhaps she could have a second go at that seduction.

Sitting in the banquette, Jack opposite him in the chair, Will watched as Elizabeth slowly sashayed over to him, a third drink now in her hand.

…..The way she moved. The way that dress moved on her. The way she moved beneath that dress. She had no idea how sexy she was, the incredible things she did to him without even trying.

She slid onto the banquette close beside him and the space between them instantly charged with an electric awareness.

"I thought you were dancing," Will said.

"No. I couldn't seem to find the right man. It just didn't feel right." Elizabeth scooted nearer to him. "I bet you could make it feel right," she told him provocatively. "You once told me you knew just how to maneuver….and something about thrust and friction."

Jack made a choking sound across the table, dually stunned that Will had said such a thing to her and that Elizabeth was so apparently crocked. But they both completely ignored him.

"Yes. I'm sure you'd make it feel right," Elizabeth affirmed, her eyes glued to Will.

Her blatant innuendo and the clear invitation in her eyes began to crumble his gentlemanly resolve. Elizabeth was definitely coming on to him now. There was no denying it. And here she'd been angry with him all night…..It was amazing how much more receptive she grew once she was generously laced with rum.

"Are you going to join me then?" she cajoled, laying her hand over his on the tabletop.

Will felt about ready to jump out of his skin. He was trying hard to suppress his every male inclination to drag her off somewhere and make it feel very right for her – and it was all the more difficult when she was touching him. He shot a quick look of panic toward Jack, whose expression clearly told him he was on his own.

"It's a tantalizing offer," Will told her. "You have no idea," he adjoined, sotto voce. "But I think I'll have to pass."

Her kissable mouth curved down into the sexiest pout imaginable, but she made no protest. Instead she snared his gaze, holding it as she softly worked her forefinger across the back of his hand. Taking a drink from her latest cocktail, she then pulled her hand away from his and set it across the scandalously high hem of her dress. When she was certain her movement had drawn his attention there, she deliberately crossed her long bare legs.

It was then that Will realized she was toying with him – and less than a second afterwards that he discovered he was wholly content filling the role of her plaything. She reached up and touched a fallen lock of his hair, weaving it around her finger before brushing it across his temple, her fingers grazing his skin. Her seductive words and taunting actions were making him hot and impatient for more than mere flirtation.

Elizabeth inched closer to Will until they were touching. Then she brought her hand back up, running it over his as she gave him a come-and-get-it smile that had his body instantly responding.

Removing her hand from his, she curled it around her glass, using her tongue to draw the straw into her mouth for a sip. "Do you know what this drink is called, Will?" she asked afterwards. But he seemed to be paralyzed, his focus riveted on her mouth. She bent forward, leaning into him, and his eyes fell to her breasts with undiluted male interest. "Sex on the beach," she told him. When he didn't respond, she asked, "What are your thoughts on that?"

He burned with wanting her, and every last one of his thoughts involved the two of them in a back room learning all about friction, but he answered, "I think you've had enough."

She slowly flashed him that enticing smile again. He kept saying 'no' but there was an unmistakable glint of 'yes' in his eyes. "I haven't had nearly enough," she murmured seductively, obviously meaning 'sex, on the beach' and not the drink itself. The rum loosened her tongue enough to further admit what she never had before, "In fact, not any."

Will felt her fingers on his knee then and his heart rate accelerated, all thoughts falling away under the exquisite distraction of her touch.

"….We could fix that," Elizabeth offered. He opened his mouth to reply, but no words came out. "Don't you want to, Will? Even a little?" Her hand slid higher up his leg and he jerked, gasping. She giggled throatily. "Maybe a lot."

Heat licked though his body and it was a full minute before his mind cleared enough to form a response – especially since she still had her hand on him. "Didn't anyone ever warn you not to play with fire?" he asked her, his voice husky.

"Are you fire, Will?" she teased, her caressing hand sliding up to his inner thigh. "Can you make me burn?"

Will had never wanted anyone or anything more than he wanted her at that moment. He had no doubt he could make her burn and she could do the same to him, and he wanted that – oh, how he wanted that – so much so he nearly seethed with desire. It took every bit of his strength to pluck her hand away, but he did. Still it did nothing to cool the palpable sexual heat between them.

Elizabeth saw it in his eyes, knew that he wanted her. She put her hand on his shoulder, rubbing her soft fingers up and down his arm. Will shivered and she smiled.

She seemed to enjoy making him squirm, so much he would have allowed her the pleasure if it wasn't quickly leading them on a course she had no intention of traveling. When her hand moved to his chest, he could take no more and slid out off of the banquette, moving around to the other side of the table and pulling up another chair beside Jack, who up until that moment they'd forgotten was even still there.

"Don't mind me," he said, leaning back in his chair. "I'm enjoying the show."

Will thought he heard Jack say something more but everything else was lost on him, as Elizabeth had slipped out of her shoe and was now running her foot over his.

Jack smirked in amusement and continued to talk, apparently needing no response, but Will's whole attention was on Elizabeth and the entrancing look in her eyes as she continued to torment him beneath the table, sliding her bare toe up his pant leg. But all bets were off when she raised her leg, foot en pointe, and lifted those wayward toes up into his lap. Eyes frozen forward, he went absolutely still, savoring her efforts for half a second before grunting and jumping backing out of her reach so fast his chair nearly tumbled over.

Elizabeth's face clouded at that. There was no mistaking such a distinctly negative reaction. Even if he had liked it for a little while, Will was obviously determined to have nothing to do with her romantically, physically, or anything otherwise then bringing her safely home.

She too slid off the banquette. "Fine," she said to Will, miffed. "Since you don't seem to want me, I'll go find a more willing partner. If you change your mind, let me know. I may or may not still be around."

Will stood with his hands outstretched in a position of bewildered surrender as she brushed past him, heading back out toward the dance floor. Shaking himself from the daze, he turned to Jack and asked, "What the hell just happened?"

"You blew it – again," Jack answered simply. He waited for Will to walk around the table and sit back down on the banquette. "Don't you recognize a woman on the make when you see one?"

"I've told you, Jack, it's not like that between us."

Jack laughed at that. He could see the beads of sweat that had formed on Will's forehead during Elizabeth's little foray around his pants. "Sure it ain't, you randy dog."

Disregarding his comment, Will scanned the crowd for Elizabeth, finding her just as she twirled into the arms of some random man.

Will gritted his teeth and Jack grinned. "You really should've accepted her invitation while she was still sober. Now you've become a babysitter."

"She's far from a baby. That's the problem."

Jack could commiserate with that. "It's not too late for a good one-nighter. She's drunk, sure, but not too drunk to consent. And anyway, William, I'm pretty sure she just gave you a resounding yes."

Will shuddered to think of the rest of Jack's code of honor, or lack thereof, if that was any example. "And what would she think of me afterwards?"

Jack's face acknowledged that Will had a point, still he shrugged. "At least you'd have several rounds with her before then, get her out of your system."

Will shook his heard somberly. "A few tumbles would never be enough."

"That is a real problem."

Will's brow rose at that, and he tore his gaze away from Elizabeth's flirtation with another man to stare at the label of his empty beer bottle. "I wouldn't take advantage of her anyway, even if I could."

Jack took a long slug from his own drink, wiping his mouth on his sleeve and proclaiming, "Well trust me, you can."

Will's eyes sought out Elizabeth again; they couldn't seem to stay away. "You're wrong," he said, watching her intently. "She doesn't feel anything for me."

"She was tryin' to feel something for you. You just moved her hand….and foot."

"Okay, yes, but it's not like that – She just…. she shouldn't be drinking. She's not used to it, and – uh! She's got another one," Will remarked in dismay, seeing Elizabeth walking away from the bar, another rum drink in hand. He got up from the table, already on the move as he told Jack, "I've got to stop her before something bad happens."

But Jack grabbed hold of his elbow and stopped him. "If you do that, it's about to," he muttered. "You don't take a drink away from a woman like that, and there's certainly no good to come from telling her what to do. I have the distinct impression that Elizabeth Swann is never going to take orders from anyone ever again." With that, Jack left Will alone there to ponder what he'd said.

True enough, Elizabeth had become….well…amorous towards him, but she was probably too drunk to even realize what she was doing. Still, despite the convenient excuse that alcohol often was for some people – his father and Jack among them – he'd never believed being under the influence altered people's personalities all that much. It lowered a person's inhibitions, sure, but they still acted on preexisting impulses and desires. So could that mean that Elizabeth, on some level, was to be taken seriously? Could she really want him? Had she wanted to hit on him all this time and the rum just brought it out of her?

Will continued to observe Elizabeth, and thankfully his intervention at least on the drinking wasn't necessary. Whatever was in the glass this new man had bought her evidently wasn't to her liking. After only one short taste she left it on the bar, going back to the dance floor, alone this time.

Will didn't know what to make of this new Elizabeth. He still didn't understand what had gone wrong in their bizarre initial encounter. Although, granted, he had been awfully distracted by that fact that she looked like sex walking. Nevertheless he'd thought his behavior had been everything it should be. Afterwards, as the night wore on, he had admittedly been a little distant – because she was unaccountably pissed at him, getting drunker by the moment, and was so criminally sexy in that dress he doubted his abilities to remain a gentleman with her. And that was before she'd gotten all hot to trot; apparently rum was her aphrodisiac. But he shouldn't kid himself. It wasn't personal. In her inebriated state, any man would do just as well as him, a point she'd repeatedly made throughout the course of the evening.

All the same, it didn't stop his yearning for her. Elizabeth certainly was a force to be reckoned with. He had always considered himself a strong man, but after just one smile from her he was a goner. Everything about her appealed to him – the way she looked, the hypnotic way she moved, her intoxicating scent…..those lips and the things she could do with them. Walking home that night from Calypso, the way she'd kissed him had nearly driven him to his knees. But it was more than just the physical. It was the way she laughed, the way she spoke, her mischievous manner, her caring heart, and that independent, impulsive devil-may-care attitude of hers, especially tonight. She was the entire package; she had absolutely everything. There wasn't a single facet of her that didn't attract him. And maybe it was just the rum, but she'd proven she could be quite the vixen. What with her busy hands and X-rated game of footsy, she'd teased and tempted him till he could barely see straight – and he'd never felt more alive. In short, he loved her body and soul, making it all the more difficult to fight the pull to her.

He ran a hand through his hair desperately. This was no good. Being her appointed guardian, keeping her safe watching over her from afar, was backfiring, only making him want her more and more…..

And she had no dance partner. Maybe he could offer himself after all. He wouldn't ever take advantage of her, true, but would it really be so wrong to placate her just a little? Isn't that what you were supposed to do with the overly intoxicated….or maybe that was sleepwalkers? Nevertheless, he felt his body rising from the table and crossing the room of its own accord. He stopped dead in his tracks, however, when he saw another man approach her, swinging a laughing Elizabeth into his embrace.

Elizabeth was caught off guard by this new suitor, but willing to go along. And why not? The night was young and so was she. Will didn't want her, and what else mattered?

But when the man spun her around to face him, she blinked heavily, thinking that Will was right; she'd had too much to drink. She couldn't be seeing who she thought she was seeing.

"Princess Swann," he said sternly.

She blinked again, but there was no mistaking her father's agent, Murtogg. Her heart was racing. She was filled with blind panic.

"Princess."

"No," Elizabeth said brokenly. They couldn't have found her. Her holiday couldn't be over just like that.

"It's alright, Princess."

The room was beginning to spin. "Just go away. Go back. I don't want you here."

At her response, his hold on her tightened. "You know I can't do that, ma'am. I have my orders." Out of the corner of her eye, she saw Mullroy move in to flank them. "We'll do this nice and easy. We don't want to make a scene. Just dance quietly over to the door. We have a car waiting."

"No. I won't go with you."

But the two men moved in on her, one on either side, grabbing her and beginning to drag her toward the stairs.

"NO! Stop!" she shouted, struggling against them.

Will crossed the dance floor in one second flat. He'd tried to warn Elizabeth that something like this was going to happen, but still he wasn't prepared for the sight of those men harassing her, putting their hands on her as she fought against them. His blood boiled as he loomed down upon them.

"LET HER GO!" he roared, wrenching the first man away from her.

Elizabeth didn't know where Will had come from, but seeing him her heart soared. A general chaos erupted after that. Murtogg spun back around and attempted to confront Will but, muscles flexing and pulling beneath that tight black shirt, in one swift punch, Will knocked him to the floor.

Elizabeth's breath caught. "Wow."

She longed to stand back and admire Will some more, but Murtogg wasn't yet down for the count and there was still Mullroy, going after Will now too. She wasn't about to let that happen. She'd never been a helpless female. This may not be dueling, but it couldn't be all that different.

Mullroy took a swing at Will and missed, absorbing a blow himself instead. While Will spun to deal with Murtogg next, Mullroy decided it best to simply forget about him and go after Elizabeth instead. He lunged for her but she avoided him, waiting until he was off guard to strike with a punch of her own – but, man, that hurt her hand!

Shooting a glance to the ledge on the booth's back, she spied an empty beer bottle perched atop. It wasn't exactly in the rules of engagement, but in a situation like this who fought fair? Grabbing the bottle, she swung and bashed it over Mullroy's head, breaking the bottle in two as the man fell to the floor, out cold.

With one final punch to the face, Murtogg too was unconscious, just as Jack and several members of security showed up to deal with the carnage. "What's going on?" he asked.

Will, not the least bit harmed as neither man had got in a successful hit against him, heaved in a breath as he straightened his clothes. "They were forcing themselves on Elizabeth, trying to make her leave with them."

Jack scowled at the two men. He may be a womanizer, but there was no call to ever force yourself on a woman. Besides the obvious fact that it was just plain wrong, any man worth his salt could have a woman willingly. He nodded to security. "Get 'em out of here. Take them off property and see to it they're not allowed back on."

The men did as he asked, carrying Murtogg and Mullroy out of the Empress. Around them, the drinking and dancing went on as before, the crowd remarkably unfazed.

"You alright?" Jack asked Will.

"Yeah, I'm fine."

"Good." He turned to the few lingering patrons. "Nothing to see here, nothing at all," he said, dispersing the minimal onlookers.

Will turned to Elizabeth, putting a gentle hand on her shoulder. "Elizabeth, sweetheart, are you okay? Did they – "

"That was amazing," she laughed. By all accounts and purposes, she ought to be upset, but she was encased in a drunken euphoria and giddy with her accomplishment, finally claiming her freedom and asserting her independence. "Bloody fantastic. I've been wanting to do that for a long time," she giggled.

Will could scarcely believe his ears. His concern at seeing her pawed by those men swiftly bubbled over. "You're having fun? This isn't a game. Those men were – Do you have any idea what – " He broke off, shaking his head as she stared blankly at him.

Realization suddenly dawned on Elizabeth through the haze of rum. Will didn't know Murtogg and Mullroy. To him, they were just two random men….He must have thought they were hitting on her, that they desired her a little too much and were determined to have her one way or another.

Will gazed at her and sighed. "You don't know what those men wanted."

She was drunk and not exactly thinking clearly, but there seemed to be an insult in there somewhere, like she was too naïve and innocent to understand lust and what it led to.

Touching on a sore spot, this piqued her as little else could have, encouraging Elizabeth to egg him on further.

"What were you thinking, dancing all night with strangers?" he asked.

She looked up at him challengingly. "Maybe I was just looking for someone to show me a good time." She smiled purposefully, adding, "An incredibly good time."

His fingers curled reflexively around her shoulder before he let his hand fall away.

She should be mad at him, annoyed at the conclusions he jumped to and his censure of her behavior when he had already refused any claim over her. But she couldn't dredge up the emotions. He was now no longer touching her, but standing mere inches away. The effect was maddeningly electrifying.

After the ruckus, much of his hair had fallen loose, more out of the tie then in. He looked dark and mysterious and good enough to eat. She couldn't say how or why, but Anna's words from days ago fluttered into her mind. We all get those urges. 'An itch', she'd called it.

Elizabeth laughed, soft and low. "Maybe I'm just looking to scratch an itch." She moved near, closing the remaining distance between them. "How are your nails, Will?"

His eyes heated, along with the rest of his body. When she came on, she certainly came on. He closed his eyes, breathing deeply for a moment before looking down at her again. "Elizabeth, you shouldn't say things like that to me."

"Just like I shouldn't dance with those men?"

Will sighed again, clinging with a tenuous grasp to the remainder of his self-control. "You don't know what you're saying. You don't know what they were after."

She was high on the liquor, and the adrenaline of the fight, and the fact that his eyes smoldered even as he chastised her – and her knowledge of the reason why. She felt good. He looked good. From experience, she knew he tasted even better…..And he wanted her. She was sure of it.

Will made a halfhearted effort to put some distance back between them, but she pressed in closer, setting off a sensual hunger in him, a deep primitive pull he couldn't, and wouldn't, fight much longer.

Elizabeth turned her nose into his throat, breathing in his scent. Her hands moving to his shirtfront, she softly coaxed, "Live a little, Will."

Will took another long, calming breath, but it did no good. Everything in him was going insane for her.

Elizabeth registered the change in song and she smiled. She'd been trying to get him out on the dance floor all night. She couldn't remember the original reason. Sometime during the evening the booze and the music had clouded that, dulling her resolve and annihilating her inhibitions. They had all given way to pure carnality. For the first time in Elizabeth's life, her body was in complete control – and her body wanted Will.

Ever since she'd first laid eyes on him tonight, she'd longed to make one change to his otherwise perfect appearance. He'd left just the one collar button undone. She'd wanted to correct that all night. "Loosen up, Will," she said in a sultry purr, setting out to do just that. She slowly unfastened the first of his buttons, her gaze on his, not stopping until she'd reached halfway down his chest.

As her fingers brushed against his bare skin, he felt the fire within start low, seeing an answering flame in her eyes. Then she started to move, swaying to the slow lusty beat of the song he'd only now become aware of, and Will could no longer remember the reasons why this was a bad idea.

But she was off beat from the music, he noticed. This was an alluring, seductive song with an equally provocative bluesy tempo and she was doing another variation on the lively Calypso routine. Apparently it was the only modern dance she knew.

Will smiled, finding her efforts sweet….and arousing as hell. "You're doing it too fast," he told her.

"Then show me."

The heat flared again as she wiggled in closer to him. "The proper dance," he replied, his voice strained, "or what it was those men were after?"

She gave him a knowing grin. "A little of both perhaps….I'll leave it up to you."

Will didn't know about right or wrong anymore. He just needed to put out the fire. His eyes ran insolently down her body.

"You've been my teacher, showing me all the things I've missed. Come one, Will," she enticed, brushing purposefully up against him. His eyes fell close and he groaned softly. "Teach me this."

When he opened his eyes again they held a blatantly sexual glimmer. "Alright, Elizabeth. I'll show you," he answered breathlessly, his tone conveying that she'd asked for whatever she was about to get.

Will's hands came to rest on Elizabeth hips and a quiver of pleasure ran through her. Using his hands to guide her, he made her hips sway slowly this time, smoothly from side to side. She quickly caught on, rocking with the sexy flow of the music, her hips moving languidly, sensuously, almost like a belly dancer.

Now that she'd mastered the proper timing, he wrapped his arms around her, his fingers spreading out across her bare back. Caressing the full length of her satin skin as they danced was unspeakably erotic, like he was touching her naked, and he lost himself in the feel of her, his hands roaming from her lower back around to her waist as the rich, sensuous opening lines of the jazz standard began to be sung.

~ Did you say I've got a lot to learn?

Well don't think I'm trying not to learn.

Since this is the perfect spot to learn, teach me tonight….. ~

Elizabeth placed her soft warm hands on his upper arms, gliding them up to grip his shoulders, further melding their bodies, and Will's mouth went dry. "Elizabeth," he breathed, his voice low and deep, his breath coming faster.

Everything and everyone else around them had faded away. He was completely caught up in the rhythm of your hips, teaching her slow, grinding moves that she immediately excelled at. And they both knew what was going on here, the natural culmination of long hour's – long day's – worth of sexual tension that had been building since the moment they first met.

A sigh escaped Elizabeth's lips. Every nerve in her body was hypersensitive to all the places he touched her and she pressed in closer, seeking to create even more, in the process making Will burn to do wicked things to her.

~ Starting with the ABC of it.

Getting right down to the XYZ of it.

Help me solve the mystery of it, teach me tonight… ~

He fit her body more fully against him, and the answering stirring was primal and swift. He was dizzy with wanting her, throbbing with a hard, aching lust. "Damn," he gasped through clenched teeth in a guttural, affected tone that wreaked havoc on Elizabeth's libido.

She'd given over to complete abandon. Her hair was tousled, her eyes hooded, as she let out a tremulous murmur that was nothing short of titillating to his already overheated senses. He looked down at her with feral intent, ready to devour her, all his pent-up desire for her on the verge of exploding.

Elizabeth had never been with a man this way, wanted a man this way. Her alcohol-soaked mind registered the feel of the hard planes of his stomach, his chest, his forearms where they pressed against her and her breath quickened in response. Following a deep innate impulse, she hooked her fingers through the belt loops of his pants and pulled his pelvis closer to hers. She smiled in response, knowing without a doubt now that he desperately wanted her; she could feel the proof of it. And she loved how he came apart at the seams for her. She canted hers hips back and forth in a steady bump and grind that had Will uttering a curse beneath his breath.

He was positively beyond the ragged edge. He wanted his tongue in her mouth, wanted his hands on her body, wanted her more than he thought possible.

Elizabeth's warm breath teased his lips and a blatant invitation was in her eyes as she seductively whispered, "Am I doing it right, Will?"

With a feral grin, he answered, "Oh yes."

He'd never been so completely undone, imagining himself pressing his lips to every inch of her skin. To test the fantasy, he brushed his mouth over her ear, and she sucked in a breath. The soft sighs she made, combined with the I'm-yours tilt of her body into his, ignited Will, causing an instant combustion. Her perfect mouth was parted, her lush body pressed against him, curving, seamlessly molding to his, and a deep hungry sound rumbled from his throat.

Elizabeth turned around then, trying something new, dancing with her back to his chest, shimmying up and down him, her hands running over his thighs. This pleased her for a time, then she spun back around and Will immediately hauled her up back against him to the continued sexy strains of the singer's latest verse.

~ One thing isn't very clear my love.

Should the teacher stand so near my love?

Graduation's almost here my love.

Come on and teach me tonight….. ~

Will skimmed his hands along her sides, setting small fires all over her as he greedily touched her, not knowing if he'd ever get the chance again. Giving over to visceral need, Elizabeth angled herself into him, her hands around his neck, drawing him near.

A moan escaped from deep within chest, and he moved his hand to the small of her back, urging her closer into him until she was plastered against him, her hips brushing his, his thighs pressed to hers, every inch of their bodies touching from collarbone to hipbone.

An absolute conflagration fired up inside Will as he moved with her to the gently pulsing rhythm. He wanted her in many varied ways – right now, all of them naked. His breath was ragged, his eyes dark with desire. It was all he could do not to devour her then and there. "Elizabeth, I…." he rasped.

His hand slid back to her hips, tugging her tightly to him as she swayed side to side, and the pleasure intensified. He raked his hand through his hair and let out another whispered curse.

~ I who thought I knew the score of it

Kind of think I should know much more of it.

Off the wall, the bed, the floor of it, teach me tonight….. ~

Raw heat flashed through Elizabeth. She'd never known such hunger. She was flushed with undisguised lust, her senses whirling with a fury of sensations. She murmured Will's name as heat gathered low in her belly, slowly melting her at her core until she felt she might burst into flames. She was beyond thought, beyond control. With her head back, his hot breath fanning her throat, it all felt so good she'd willingly give herself to him, right here, right now, in front of everyone.

She wanted to pull him closer, all the way inside her, till there was no trace of where she ended and he began. She fisted her hands up into her hair as she continued in the provocative dance, not quite sure what to do with these overwhelming feelings, never having experienced anything of this magnitude before. Giving over to elemental instincts, Elizabeth shoved Will down onto a nearby bar stool and straddled him slightly.

A stunned Will looked up at her through heavy-lidded eyes. "Elizabeth?" he questioned hoarsely.

But she made no verbal response, merely began giving him what could only be described as a sort of a novice lap dance. Though it might be lacking a certain finesse, Will couldn't imagine it possibly doing anything more for him as her body rubbed against his and her pert breasts tantalized at eyelevel, nearly falling out of her dress. He was consumed by desire, by lust, by a driving relentless hunger that threatened to overtake him, sending him slowly out of his mind.

Then the song abruptly ended. And, with a breathless heated smile, she walked away.

AN: Obviously a lot was packed into this chapter, but I hoped you enjoyed it. I sort of ended it on a high note, but the scene will be picking up directly from here next chapter.

Anyway, I included an inspiration from Roman Holiday in here (namely, agents from her country showing up at the dance, and a general fight ensuing) and several moments inspired by the Pirates firms. To name a few, the dark blue leather upholstery on the barstools at the Empress was my nod to Will's delectable blue leather jacket in DMC. The part where the men were ogling Elizabeth, making her uncomfortable, and she kept pulling on the hem of her dress is a take on the bathhouse scene in AWE. Will's repeated attempts to warn Elizabeth that the other men are dangerous and she shouldn't go off with them is a nod to their similar argument over Sao Feng after the mutiny in AWE. And, finally, of course Elizabeth's initial flirtation about having a dream about Will last night was my ode to their opening scene in CotBP.

Really the largest inspiration for this chapter was redoing the basic gist of that scene in a modern context, where she keeps trying her hardest to hit on him, but he just doesn't get it, in the process angering and offending her until she turns cold to him herself. However, in the film, the scene ends with Elizabeth leaving. It's my hypothesis that she isn't really angry with Will in the movie either, she's just upset that he seems to have rebuffed her. And had she not left the house, but instead they'd been continual thrown together throughout the day, I believe she may have made a further attempt at drawing him out. That is what I tried to write here. Of course, it just made it that much more fun when they're both raging with lust and Elizabeth's so completely drunk she's being scandalously outrageous to poor Will who's just trying to do the right thing by her. Just a little spoiler: you will see this continue and worsen for poor, dear Will in the next chapter.

Let me know what you think!

Oh, and I almost forgot. If anyone cares the song Will and Elizabeth danced to is an old jazz standard called "Teach Me Tonight". My very favorite version, and the one I had in mind when writing this, is the one performed by Chaka Khan.