Falling slowly
By jtmalone70 (Edited by freakycalzona)

Disclaimer: We own nothing and borrow lots. No, really... lots. Like every other character past or present on Grey's Anatomy which are the sole intellectual property of Shonda Rhimes, Shondaland and ABC.

Ratings: Overall R.

Story Information: This is Alternative Universe fanfiction. None of the characters have the occupations that Shonda Rhimes intended. We simply asked ourselves how career choices can change the directions of the characters lives, but not who they are as a person.

Summary: AU (Callie's POV) love comes when you least expect it

Editor's Note 1: All the credit to this fic goes to jtmalone70 of LE . com I just asked his permission to edit this one for our otp..

Chapter 21:

My heart swelled, and I moved closer to hug her, but, as she came to meet me, I lowered my face to her. We stopped abruptly, as our noses lightly touched, and I could feel her warm breath on my lips. She smiled hesitantly, and then I closed my eyes and slowly opened my mouth. Our lips met, and we moaned at the same time, as our tongues quickly became entangled.

No one had ever kissed me like that.

What had started as placid, temperate kissing, very soon evolved to a more feverish pitch, as Arizona and I clung to one another, kissing and licking, not wanting to break contact. Her lips moved across my face to my neck, as one hand gripped the back of my head through the matted hair and the other moved down to my buttocks, squeezing and pulling. Then I closed my eyes and gasped, as she sucked hard on my neck and reached the hand behind me deep between my legs.

"Oh... God," I groaned, letting my head fall back and rising up onto my toes, as Arizona took control of my body, dragging her hand up behind me.

When our lips came together once more, we slowly sank to the floor. She laid me back and draped her torso across mine, kissing me and groping my breasts. I wrapped my arms around her and initiated a new stage of our relationship.

After what seemed like an eternity, we finally broke apart, panting heavily. Arizona smiled down at me and I returned it, as her fingers traced lightly around my nipple. Then she slowly leaned down and parted her lips, taking it between them. As her tongue playfully toyed with it, I closed my eyes and sighed, bringing my hand to her head and stroking her hair. And, after a few minutes, she released me and sat up again.

"Wanna go to the bedroom?" she whispered.

Arizona's hand slowly drifted down my body, landing softly atop vagina, where she began to gently caress and pet. My heart fluttered again, and I nodded.

"Yeah," I whispered.

She pushed herself onto her knees and held her hand out for mine, helping me to my feet, and then we each picked up a candle and held hands, as she led me to the bedroom.

In the few steps it took for us to reach her bedroom, my mind began racing, as I thought about how very surreal this all was. Arizona was my best friend, but someone whom I found myself falling in love with for a long time now. We had touched each other, here and there, on rare occasions at first, testing the waters, trying to discern if this is what we wanted. At the time, from the onset, when I first figured out, at least in my mind, that she was attracted to me, it was somewhat unsettling. I wasn't a lesbian, but, at the same time, it had been very long since someone had felt that way about me, expressed this depth of interest in being with me. But I became accustomed to the idea of Arizona having romantic inklings for me, and it didn't take long for me to accept that I had them for her, as well. She had massaged my body, touching me all over, we showered together, further exploring the boundaries, and finally she and I had danced nude in her dark living room, silently acknowledging what we both wanted. The only hurdle remaining was to make love. And so my heart beat faster, with each step, drawing us closer to her bed and the moment where I would cross a line I never dreamed I would ever approach.

While Arizona stepped over to the dresser, placing her candle atop it, I walked to the nightstand by the bed, setting mine there. Just as I was about to turn, I felt her come up from behind, placing her hands on my shoulders. She leaned down to my neck, and I tilted my head to the side, and then she pulled my hair back and started kissing me, as her hands slipped around to my chest, where they began delicately manipulating my breasts.

I closed my eyes and sighed, bringing my hands to hers, and turned in her arms. We stood facing each other, gently running our hands over the other's breasts. And, as my breathing became shallower, I felt my body lean forward until my face was above one small, pert nipple. My mouth opened, and when my lips touched her taut flesh, we both moaned softly.

At first, I nursed quietly, softly sucking, but she sighed heavily and brought her hand between my legs, rubbing hard and feeling her way into my body. When her fingers penetrated me, my jaw dropped and I clung to her.

"Oh... God," I moaned.

With her fingers still inside me, Arizona carefully rotated our bodies and laid me back onto the bed, while she kneeled on the floor. Instinctively, I pulled my legs back, grasping behind my knees, as she continued to massage deep inside my vagina. She pushed her fingers deeper still, and, as I watched, Arizona leaned forward and pressed her open mouth against me, dragging her tongue up across my clit. My eyes slowly closed and my jaw dropped, as her warm lips began sucking and licking.

My head fell back onto the mattress, and I groaned at what she was doing to my body. A steady tingling sensation, a deep warmth, was growing between my legs. My breathing was coming quicker, and my heart pounded. I winced, when she took my clit between her lips and pulled, flicking her tongue rapidly across the sensitive nub. My back arched off the bed, and I cried out. My body was trembling, and sweat rolled down the side of my face, but Arizona didn't stop. And, when I could no longer hold my legs up, my fingers let loose, and I gripped the sheets tightly, clenching my fists.

"Oh, Jesus!" I cried out.

Arizona pushed my legs apart, as they dangled off the edge of the bed, moaning herself and wiggling her tongue into my body, snaking it around inside me and licking my warm, wet walls.

I began gasping, holding her head between my hands, sighing and saying her name over and over. And, with each cry of her name, I could feel her suck harder and moan, sending a muffled hum across my vagina. Then her hands come under my thighs and pushed my legs up and apart. Arizona pulled me closer so that my ass was perched at the edge of the bed, and her hands slid down and spread the soft globes.

For a moment, her mouth broke contact with my body, and I ran a hand across my face, wiping away the sweat and hair, trying to finally catch my breath. I lifted my weary head and peered down at Arizona kneeling between my legs. Even in the soft glow of the candlelight, I could see the lower half of her face glistening with moisture.

I felt her fingers move closer to my anus, her thumbs coming to stop on either side of it. I started breathing hard again, and my body began trembling. She brushed her thumb over the sensitive circle of tight flesh, and I lightly gasped, gripping the sheets tighter. Then her thumbs pulled apart, gently flowering my anus. I grit my teeth, as a slight stinging sensation pricked at me. Arizona lowered her face and opened her mouth, and, when I felt her lips seal around my anus, I dropped my head to the bed once more and moaned loudly.

At first, she only licked, dragging her tongue across the tight pink circle, and each time, my body would instinctively tense. The more she did it, however, the more my muscles began to tire, and very soon, they relaxed entirely. When Arizona seemed to sense this, she began pushing her tongue into me. My body tried to block the intruder, but couldn't. And, when she reached up with her thumb to gently massage my clit, my body gave up all resistance.

I don't know how much time passed, but Arizona at last pulled away from my body and rolled me onto my stomach. She had me get on my hands and knees, while she stood behind, and then pushed three fingers into my vagina. My head shot up, and I nearly screamed, when she reached her other hand below and began roughly massaging my clit. As she pumped her fingers in and out of my vagina, I could feel it contract, gripping her fingers like a velvet glove every time she went to withdraw them.

Arizona was fucking me hard with her hand, pushing me across the bed, until finally she had to join me on the mattress, kneeling alongside my body, as she continued her assault.

I cried out continuously, begging her to stop, but at the same time moaning loudly at the pleasure she was giving me. It was quickly becoming more stimulation than I could take, more than I'd ever had, and my back pumped up and down, as my head dropped between my shoulders, and my body was racked with a powerful orgasm. But Arizona's hands never left me. Even as I fell to the bed, lying prostrate on my stomach, twitching and moaning, tears forming in my eyes, she continued to stimulate me. But, when she knew I could take no more, the feverish activity of her hands slowly ebbed, until at last it stopped altogether.

I lay on the bed panting loudly and gasping for air, my arms and legs sprawled out across the mattress, while Arizona gently ran her hands across my back. She brought them to my shoulders and eased me over. She was smiling and brushed the hair from my face and resting her head against her elbow. Her fingers lightly touched my chin and pulled my faced toward hers.

"How was it?" she asked with a soft smile.

Still trying to catch my breath, I managed to nod.

"Good," I breathed.

"Want something to drink?" she asked.

With some effort, I nodded again.

"Be right back," she said, patting her hand on my chest.

I could still only nod in reply.

Arizona slipped off the bed and walked across the room, disappearing into the dark hallway. I pushed myself onto my elbows and groaned. I felt completely used up, utterly exhausted, but managed to drag my body to the head of the bed, falling back onto a heap of pillows.

I ran my hands over my face and sighed. Part of me was still reeling from the fact that I'd just had sex with another woman, but standing starker in my mind was the notion of finally being satisfied, as if a void in my life had been filled to overflowing. Not a carnal or physical void, but one of an almost spiritual and emotional nature. In short, I felt loved again.

I dragged my fingers down my face, and, when I opened my eyes, Arizona was walking into the room holding two cups. I pushed myself upright, as she sat on the edge of the bed, handing me one.

"Just water," she whispered, taking a sip of her own.

I looked down and swirled the cup, causing the two little ice cubes inside to clatter and jostle. Then I brought it to my lips and gulped it down. When the cup was emptied, I lowered it and the ice cubes slipped to the bottom with a clink. I glanced at Arizona and she smiled.

"Pretty thirsty there," she said, reaching for my cup.

I handed it to her, and she asked if I wanted more, but I slowly wagged my head from side to side.

"Ok," she softly replied, and set both our cups on the nightstand.

Arizona stood and walked around to the other side of the bed, crawling onto the mattress next to me. I turned to face her, and together we lay side by side, gently caressing the other. But soon, our hands began further exploring, winding their way down our bodies, and, as if by instinct, we both raised our legs, allowing the other access. We scooted closer, closer until the tips of our breasts touched and we could feel the heavy breathing of the other person sweep across our cheek. As I curled my fingers around her warm sex, carefully rubbing my palm against her, her hand slithered up my torso, landing on my face. Then she closed her eyes and pushed her lips to mine.

We kissed softly.

"I love you," she whispered and kissed me again, pressing her tongue between my teeth. I pursed my lips around it and sucked, and we both moaned. Arizona moved her waist closer to mine, causing one of my fingers to lodge at the mouth of her vagina. She suddenly exhaled hard on my face, and her body went rigid, as her hand gripped the back of my neck and pulled me closer.

"Yes," she sighed heavily, gently pushing her hips against my hand, slipping my finger deeper into her body. It was the first time I'd ever been inside another person, and it felt so absolutely foreign to me. All my life, when my hand came between another's legs, there was something for me to hold onto, something to grasp, something long and rigid, an outward expression of their desire for me. I didn't have to guess and wonder about their feelings. Their body was telling me. Telling me, at least, there was a carnal lust, but not how they felt about me as a person. It didn't mean he loved me, only that he was sexually aroused. When I came home with the man I'd met at the bar, he kept telling me to make a noise, some sort of indication that he was pleasing me, but all I could do was grunt, though not because I relished what he was doing, but because I found no pleasure in being used to satiate his sexual longings. I moaned and grunted only because I wanted it to end.

I tried to turn my gaze down between us, down to where my finger penetrated her body. Arizona was taking short, quick breaths, clinging to me and holding her head far back, stretching her slender neck. She seemed on fire, the inside of her body so very warm, almost hot to the touch. And then I started sweating, wondering if this was only a carnal lust she had for me, saying she loved me, but meaning my body and how she found sexual pleasure in it. But it didn't seem right. It didn't make sense. This was unimaginably different what we were doing. It was nothing like the mere simple act of intercourse I had with that empty man.

I slipped another finger into her and she gasped again, her body jerking tightly and her fingernails digging into my back. I carefully pulled away from Arizona, but kept my fingers inside her vagina, curling them and letting the tips massage her soft walls. And, as if paralyzed, her body remained taut, when she rolled onto her back, her head still craned and her jaw hanging open.

I gazed down her body. Her breasts laid almost flat, only the sharp nipples breaking the plain of her chest, and her ribs pushed through her skin, as her stomach hollowed in and out every time she breathed. And her knees were pulled back and spread wide.

"Fuck me," she gasped wearily.

I looked to her face, but her eyes were still closed, her full lips pursed in a tight circle. And, like her stomach, her cheeks puffed with every breath.

"Please," she pleaded.

My heart started beating faster, my eyes darting up and down her body. The hand between her legs began moving quicker, desperately trying to stimulate her, pushing as deep into her body as it could, smearing its wet palm against her mound, seeking out her tiny point of pleasure. Arizona suddenly gasped and stuttered. She was trying to speak. Her hands instantly flew to mine, clasping it and pumping it in and out of her vagina.

"Oh Christ!" she cried, arching her back far off the bed and thrusting her hips upward.

My eyes went wide and my heart fluttered wildly. I sat up quickly and leaned over her torso, pushing my mouth to a nipple, sucking the tiny stub, raking my teeth over it, chewing and biting. We were both crying and moaning loudly. Her hand furiously worked mine between her legs, stabbing herself with it, grunting with each thrust. On the outward stroke, I slipped two more fingers into the path, and when she felt the added girth enter her body, Arizona's back suddenly dropped and she shot upright until she was nearly sitting. She wrapped her arm around my head, holding my mouth to her breast, her long hair tousled all about my face, while together we worked my hand into her as she sat on it, grinding her hips and trying to bounce up and down.

Arizona's face was resting on my forehead. She was panting hard, her sweet breath washing down across me, and her voice almost vacant, as she squeaked and blubbered my name, cursing and crying at the same time. She brought both hands around my body and held me tightly to her, as she rocked us back and forth.

"oh... oh, Jesus... oh my god..."

I pushed my free hand between us and pinched the plump flesh of her breast, sucking it into my open mouth. Arizona groaned above and kissed my forehead, all the while riding my hand in a frenzy.

"God, that feels so good," she whimpered.

It sounded almost as if she was crying, and I carefully released my grip on her breast, easing her back onto the pillows again. As I sat up, I looked to her face and saw tears streaming down her cheeks, her eyes but tiny shimmering slits. She tried to smile, but only choked and coughed. I pulled my hand from between her legs and leaned closer, thinking I had somehow hurt her.

"You ok?" I asked nervously.

Arizona's lips formed another small circle, as she tried to catch her breath and smile at the same time. Her head slowly jittered up and down, while her body continued to spasm and tremble. Then she took my hand in hers and pulled it to her face. Her hands were visibly shaking, but she was still trying to smile. She gingerly kissed my hand, the one that had been inside her body, and then placed it against her cheek, holding it in place with both of hers and closing her eyes with an exhausted sigh.

Half an hour later, we stood together in the shower once more, but this time without the trepidation that had plagued us before. We openly kissed and embraced under the water, and, though weary, seemingly charged with a new sense of energy, a different type altogether. Our bodies were weak, but our minds full of life.

Afterwards, we walked back to the bedroom and climbed into bed, falling asleep next to one another. It was the first time in so long that I felt like my old self again, the person I had once been in the not so distant past. It felt good to be back amongst the living.

Editor's Note 2: so guys what do you think was it worth the wait? funkyshaz, what do you think? One last chapter coming up..