Phyllis stood by the rack, her eyes studying the gowns and slips that hung in front of her. This wasn't her first time practicing the art of seduction, it had simply been a while and she felt a bit out of practice. With Billy, she never had to try. One place they never had any trouble was in the bedroom. Of course, trouble wasn't exactly what she'd call what had been going on the last few weeks.

Billy was amazing. He was kind. He was gentle. He was everything most women would kill for, but he wasn't the Billy she knew. He wasn't the Billy that cornered her in company elevators, the Billy that pulled her hair, and growled into her neck. He wasn't the Billy that hoisted her onto countertops and cleared desks with a single sweep of his arm.

No. This Billy was a much more attentive, cautious, careful Billy. It was still wonderful and she still loved spending every minute with him, but it wasn't the way she used to feel. Being with Billy used to be an experience, a time after which they'd both be completely spent, their chests heaving, their bodies glistening with sweat. Now, their nights ended with quiet cuddles and tender kisses. It wasn't bad. It was just different.

She smiled as she pulled a piece of the rack, her eyes sparking a bit as she looked at it. "This will do," she grinned as she headed up to the counter.

Billy couldn't help but smile as he watched the buttons on the elevator light up. It had only been three days, but it had felt like much, much more. Having Phyllis and Aly in his life had been better than he'd ever dreamed and being away from them, even for this short time, had done nothing less than further assure him that he couldn't ever chance losing this opportunity. His family was the most important thing to him in his life.

He couldn't wait to hold Phyllis close to him again, to feel her heart beat against his chest, to know that she was his and he was hers and they were together. His smile grew larger as he thought of the sound of Aly's laughter, how her eyes would light up just like her mother's and how she'd run and leap into his arms, her joy impossible to tame.

He turned the doorknob, waiting for the inevitable rush of greeting and feeling a bit deflated when he heard no rushing footsteps or squeals of delight. The room was dark and, as he pulled his bag inside, he realized Phyllis must be out for the evening. Sighing heavily, he picked up the bag again, heading towards the bedroom and pushing open the door. His breath caught as he took in the room.

A few candles complimented the dim lights that surrounded the room as the scent of honeysuckle wafted by his nose. The room surely held other surprises, but he was unable to assess anything right now, anything that is except for the woman sitting in the middle of the room.

She wore a cream colored see through negligee with a few very strategically placed pieces of lace. Her legs were crossed as she stared at him. For a moment she didn't move, barely even blinking before she smiled seductively and stood up, moving behind the chair.

"You look like you've had a long day," she whispered, "Why don't you sit?"

He took a few tentative steps towards the chair, stopping for a moment and looking at her. "Not that I'm complaining," he said softly, "But what's all this about?"

"Now is not the time for talking."

He drew in a quick breath as he felt her hands press down hard on his shoulders. She leaned down a bit, letting her warm breath tickle his ear. "I just thought maybe I'd switch things up a bit." Her fingertips trailed down his tie, making quick work of the Windsor knot and pulling it from the collar with one quick movement.

She craned her head around his body so that she could see his face for a moment as she held the tie in her hand. "Gonna hold onto this," she whispered, "Who knows the fun we could have with this later."

Billy opened his mouth to speak, though he was unsure if actual words would come out, but before he could try, he felt her fingertips covering his lips. "Not the time for talking," she said again, "Remember?"

He nodded, smiling as he leaned back against the chair, and feeling her hands working their way down his shirt buttons. She pulled the shirt off his body and tossed it to the floor in front of him. He sat still, waiting and wondering what would come next.

In an instant he found himself staring her eyes as she straddled him and leaning down and finally pressing her lips on his. He wrapped his arms around her, his hands moving towards the straps.

Phyllis leaned back quickly, deftly avoiding his touch. "Not yet, Abbott," she grinned. "This is my show, but you're in the cheap seats. Front row is over there." She pointed towards the bed, smiling as he stood.

"Uh..Uh.." She grabbed his hand as he moved to walk. "One thing.." Her hands rested on his belt and she made quick work of the buckle as Billy quickly stepped out of his pants.

"Teamwork," he grinned, leaning towards her, his lips hovering just above hers. "Don't I get a reward for being so compliant?"

Her lips crashed into his as she pushed onto the bed, allowing her actions to serve as her answer.

"I gotta tell you," he managed, catching his breath as she finally pulled back. "You uh..still seem a bit overdressed to me."

"Oh, I'm just about to take care of that." Phyllis stood up, making a show of every single movement. Nothing was hurried. Nothing was rushed. She grinned her herself as the irony hit her. This slow and steady pace might have a place in their bedroom after all. As she removed the final piece of clothing and climbed onto the bed, taking her place on top of him and grinning from her position of power.

She felt his body shift as his arms wrapped around her and she stilled immediately, her hands gripping each of his wrists. His eyes locked with hers, his expression letting her know he understood. Her lips fell onto his once more.

"You okay?" Billy stepped back in the room, handing her a glass of water and crawling back under the covers. His chest still rose and fell in quick succession and the sheen of perspiration on her face was obvious.

"Yeah," she grinned, "I'm great. How about you?"

"I gotta say. I'm pretty good too. Better than I've been in quite some time."

Her eyes narrowed a bit as she stared at him. "What do you mean?"

He pulled her close to him, turning on top of her slightly and kissing her deeply. "It's just this." He gestured to the closeness between them. "I've missed this…being with you like this. I mean, I know we've been together, but I've been so worried that maybe you weren't ready and I would never want to…"

She blinked a few times, her brain struggling to process all the thoughts at once. The sheet clung to her still damp body as she sat up. "Wait, so you're telling me the reason things have been so different with us was because you were afraid I wasn't ready?"

Billy nodded. "Well, yeah. " A sigh lefts his lips in a huff. "You've had cancer and the flu and you've been through a lot the last few months. Add all that to having a kid and all of sudden having me back in your life and I wasn't sure if you were in the same place I was. I wasn't even sure if you were physically ready."

"Don't you think I would have told you if I wasn't."

"I hoped you would, but I wasn't sure. I was afraid maybe that you were doing what you thought I wanted and I would have done anything to make sure that you weren't putting yourself in any kind of danger." His hand gently pushed the hair away from her face as he stared down at her. "So, that's what tonight was about? You trying to send me a message?"

She felt her cheeks burn a bit. "Well, I just.." Her eyes shifted, suddenly feeling self conscious.

"Hey..You can tell me anything. You know that."

"I was afraid that maybe after everything that's happened and after all this time, that maybe it just wasn't the same anymore between us. Maybe you just didn't want me the way you used to."

His reaction was immediate and unmistakable. "I want you to look at me." His hands cupped her face in his and she could see the light sheen of tears forming in his eyes. "You have no idea how many times I've wanted to show you just how much I want you, but wanting you, and wanting to be with you is nowhere near as important to me as having this life with you. I would love you and want to be with you no matter what. All of this is just icing on the cake for me." He stopped, kissing her softly. "Now, don't get me wrong. It's damn good icing."

She laughed as he held her to him. "I'm sorry," she whispered.

"For what?"

"For doing all this and being all crazy and complicated and paranoid."

Billy shook his head. "You never have to apologize for anything…especially not for this. In fact.."

She shrieked as he moved under the covers. "I think this little show of yours should become a regular thing."