Author's Notes: This particular fic was inspired by Mark's line in 5x11 when he tells Callie that "it's not just the sex, we talked for hours! And laughed!" Obviously I start thinking about those hours and decide to write about them. But to be fair, since it's Mark and Lexie...there will also be a fair amount of sex involved. You've been warned. Right now I have a few chapters of this already written and if you have any suggestions, I'm totally open to them! Hope you enjoy!

"Oh my god!" Lexie exclaimed, as Mark fell to his side, drawing her close to him and nuzzling her shoulder. "Oh my god that was…you were…wow."

Mark chuckled, pressing a kiss to her sweaty skin. "Yeah, I get that a lot. You were pretty wow too, Grey. Didn't think you had it in you." He pressed himself up over her again and her eyes glimmered as she looked up at him. "O'Malley's an idiot for not seeing what was right in front of him," he murmured before leaning down to kiss her.

Lexie groaned against his lips and gently pushed on his chest. "Can we not talk about George right now? I don't want to think about him. I don't want to think about any of them."

Mark grinned and nodded, leaning down again. "I think I can help with that, Little Grey," he murmured, his lips brushing against hers. She smiled and wrapped her arms around his neck, pulling him closer as they kissed.

They continued making out until Mark finally broke away, looking down at her. It was nearly 11 o'clock at night and their activities had expended quite a bit of energy – suddenly he was starved. "You want something to eat? There's 24-hour room service here. We can use it as recovery time before round 2." He waggled his eyebrows suggestively.

Lexie laughed. "Yeah ok. Food sounds great. Just get me whatever sounds good to you." She watched as he jumped out of bed and ordered them two cheeseburgers and an order of fries, before hopping back beneath the covers with her. "Why do you still live in a hotel, Dr. Sloan?"

He looked down at her incredulously. "Lexie. You're lying in my bed, naked…I think you can call me Mark."

"Ok, fine. Why are you still living in a hotel, Mark?"

Mark shrugged. "Seemed easier. When I first got here, I wanted to get back to New York as soon as possible with Addison. But then she didn't want me back…I hung around, either hoping to get back into her or Derek's good graces…didn't know how long that would take. Didn't know if it would ever really work, so I wanted to keep my options open. It seemed easier to just stay here rather than enter into a lease or, god forbid, buy a place. Plus, here I don't have to clean up after myself." Mark surprised himself with how much he had just shared with Lexie. She was just so open and honest with him – it didn't feel like he needed to be guarded with her.

"A true bachelor's dream! You still have a place in New York?"

"Yeah. I'm renting it out. But it's still mine."

"Just in case?" She frowned and Mark couldn't help the grin that spread across his face. She looked adorable with that slight pout in her lip.

"Yeah…no. I don't know. I don't…know what's in New York for me, anymore. I sold my practice out there. Addison is in LA and she doesn't want me anyway. I still have some friends there and my dad is there but...dads are complicated. You know that."

She nodded, sitting up in the bed, her back to the headboard and drawing her knees up to her chest. "Yeah, I get that."

Sensing that their respective father issues weren't going to make the best pillow talk, Mark switched gears. He propped his head up with his hand and stared up at her. "Do you really respect me, Lexie? As something more than a teacher? I mean...you were here for the nurses against Mark Sloan movement. You must have heard what Bailey said about me. The best thing she could say was that I was a whore."

She grinned down at him, tucking her hair behind her ears in nervous gesture that he recognized all too well. "You made a woman speak. You change lives. The other surgeons…they save them and you save them too! But so often they...they take away. They have to take away to save. Not you. You add things and you can make a woman speak again and that's amazing. You're amazing. And I...know about you. I know your reputation. And that doesn't change the fact that you're amazing."

"Is that why you came here tonight? Because you think I'm amazing?"

Lexie grinned and reach out to gently stroke his arm. "Yeah. Yeah, I guess it is. I didn't really have a plan. I just...I don't know. I don't know what I wanted. I just knew I wanted to see you."

"This wasn't just to get back at O'Malley for ignoring you?"

"What did I say about not talking about George?" she asked incredulously and then sighed, looking down. "It's not…it's not about George. But it does have something to do with him. And Alex. But not them it's more...it's more me. I wanted to know if...if you could find me attractive. If I had what it took to...get your motor revving or whatever. Oh, that was a bad metaphor, wasn't it?" Her face scrunched up in disappointment with herself.

He laughed. "Horrible. It was horrible." He shifted, his upper body rising up off the bed and his fingers came up to her chin, urging her to look his way. "You taking off your clothes and asking me to teach you was the sexiest thing I've seen in a long time. You're not forgettable and you are impossible to ignore, Lexie. Karev and O'Malley aren't worth your time."

She grinned shyly and Mark couldn't help himself as he leaned up for a kiss.

Just then, there was a knock at the door. "Shit," Mark whispered, jumping out of bed and frantically grabbing for his sweatpants that were lying on the floor. Lexie giggled and laid down, grabbing at the covers to make sure she was completely covered. Mark opened the door and insisted he was fine to set up the food himself, not willing to let Robert the bellhop get a glance at the woman in his bed.

Eventually Robert relented and Mark wheeled the food inside. Lexie grinned up at him, her head the only part of her body that was peeking out from the covers. "Oh my god, that smells so good," she whispered. She emerged from the covers and looked around nervously, feeling strange about eating while she was naked.

Mark seemed to read her mind and grabbed the shirt that she had torn off him and threw it to her. She smiled her thanks and tugged it on over her head. Mark took a moment to admire how good she looked in his shirt, even as she started to dig into her cheeseburger. He grinned as he watched her take a huge bite. Oh yeah…Lexie Grey was his type of girl.

They ate in relative quiet, sitting side by side, their shoulders brushing together every so often. Lexie was about halfway through her burger when she broke the comfortable silence. "Sadie said that you stared at my ass."

Mark nearly choked on a french fry. "What?"

"That was another reason that I came by. Sadie said that you liked me and that you'd been staring at my ass…I just…I don't know. I wanted to see if it was true."

Mark chuckled and took another bite of the french fry, chewing and swallowing thoroughly before replying. "Well she might be an idiot, but she's an observant idiot."

Lexie's eyes widened. "Really? So you were staring at it?"

Without warning, Mark reached over and grabbed Lexie around the waist, dragged her onto his lap. She giggled wildly and straddled him quickly, one hand going to his shoulder to steady herself and the other keeping a hold of the handful of French fries that she was clutching. Mark's hands went under the shirt to cup her ass, his thumb stroking against the skin gently. Lexie grinned and sighed at the soft touch.

"Oh yeah, Lexie. I've definitely been staring at your ass," he said, squeezing her flesh as she let out a delighted yelp.

"Mark Sloan! I am your student! Inappropriate!" she teased, pointing at him with a french fry before taking a bite out of it.

He pinched her ass this time and she giggled, waving another french fry in his face until he leaned forward and took a bite out of it. "Oh yeah, like you weren't the one who just came in here and took off all her clothes. I was keeping my hands to myself, Grey. You're the one in trouble here."

"Mmmm, you gonna spank me?" she murmured, shifting her hips suggestively.

His hand stretched out, covering nearly the span of her ass cheek and he rubbed her skin softly. "Yeah, I just might," he said, his eyes darkening. Lexie swallowed and shifted again, feeling his erection growing beneath her. "Would you like that, Lexie Grey? Would you like me to spank you?"

Her breath caught and she couldn't help the little whimper that escaped. Mark smirked. "I…I don't know. I've never done something like that before."

"It's fun," Mark murmured, trailing his fingers lightly now over her skin. "Gets you really sensitive. Puts a little bit of pain in your pleasure…it can be a lot of fun, Little Grey." Without warning, he raised his hand and gave her a quick slap.

Lexie gasped in surprise and then almost immediately afterwards moaned. Mark did it again, this time his hand landed on her other cheek and Lexie groaned, burying her face against his shoulder. He gave her a few more quick swats before pinching at the now pink skin and Lexie bit at his shoulder while trying to contain her moans.

Mark chuckled, switching back to gently stroking his fingers across the now sensitized skin of her ass. "See? Lots of fun."

"Oh my god," she whispered, straightening against him and managing to look down at him. Her eyes were half open and there was a hazy quality to them. Mark's hand came up to the side of her neck and she eagerly leaned in to kiss him. Her hips started to rock against his as they made out, until she finally broke away. She leaned her forehead against his and panted, her hot breath hitting his lips. "You are so good at this. Like too good."

He chuckled and tilted her head slightly until he could kiss her again. His hands dove beneath her (his) shirt and ran up her sides, taking the material with him. Lexie raised her arms and they broke the kiss briefly so that he could take off the shirt and toss it to the side again. He grabbed onto both her shoulders and carefully rolled her beneath him, his body pressing against hers completely. Lexie moaned as he covered her.

"Mark, the…the food," she whispered, vaguely pointing to their half-eaten cheeseburgers.

"Mmm, I think I'm craving something else now," he whispered, a devilish grin on his face as he dropped soft kisses down her body, scooting further and further down the bed.

Lexie's face turned red and when Mark was settled between her legs, she clamped them shut on instinct. Mark's brow furrowed and he gently stroked the outside of her thigh. "Hey, you ok? Do you not want me to?"

She shrugged. "I don't…no one's ever. Well one tried. But he didn't…like it. So I didn't like it." She bit her lip nervously and looked down at him.

Mark shifted slightly and placed a kiss to the top of one thigh and then to the other. He felt her relax slightly under his touch, so he repeated the gesture. "Do you want to try it again? Because it's something that I really…really like to do," he whispered, licking his lips as he looked down at curls between her legs.

She relaxed even further and let her thighs part slightly. "You do?"

"Oh yeah," he whispered, taking advantage of her slightly more relaxed state and urging her thighs further apart so he could wedge himself closer to her. "And I've been dying to get a taste of you, Lexie."

"Yeah?" she asked shyly, even as her thighs dropped even further apart, relaxing against the bed. Mark scooted close and wrapped his arms around her thighs, his hands pressing against the inside of her thighs to keep her open.

"Oh yeah," he whispered, before leaning in and letting his tongue delve into her with one long lick.

Lexie immediately stiffened beneath him, moaning as her back arched. Mark just grinned and shifted upwards, pressing a soft kiss to the skin just below her belly button. "Trust me, Lexie?"

She nodded immediately and grinned down at him. "Please don't stop," she whispered.

"Oh, just try and stop me," he said, smiling up at her before diving into her again. His tongue was relentless and Lexie felt like she couldn't catch her breath. Everything just felt too good. When he slid a finger inside her and crooked it, stroking her like he was beckoning her to him, she actually screamed his name.

Mark took a break for a moment, pressing a sloppy kiss to her right hip bone. "What about now, Lexie? Do you like it better now?"

"I think…I think your tongue might be more talented than your hands. And your hands are-" she gasped as he slid another finger inside her and crooked both of them up this time, hitting her g-spot perfectly again. "Oh god, your hands are so good."

He grinned up at her. "I'm gonna make you come in my mouth, Lexie Grey. I'm gonna lick you clean and then I'm going take you again and I'm gonna make you come on my cock."

She nodded wildly. "Yes! Yes, please! Please, Mark," she whimpered.

Mark's head dipped back down, his tongue focusing solely on her clit and his fingers moving in and out of her slick heat. After just a few minutes, Lexie was stiff and screaming as she came. Mark kept licking at her until she weakly shoved his head away with a trembling hand.

He moved up her body and placed a soft kiss against her neck, knowing that she might not welcome a kiss right now. She turned towards him and immediately curled against his body, her hand gently stroking his side. "I don't even have words for how good that was," she whispered, her lips brushing against his skin.

He chuckled and nuzzled at her shoulder, running his hands all over her body as he gave her a moment to recover.

One of her hands brushed against his hip and then continued down his thigh, before traveling up his inner thigh and then teasingly wrapping around his cock. He groaned against her skin, lightly biting at her shoulder as she started to stroke him. "Grab a condom," he moaned, bucking against her hand.

She grinned and reached over with her other hand, grabbing a packet from the box sitting on the nightstand. She briefly took her hand away to open the packet and then took a hold of him as she slid the condom on. He groaned again, his face pressed against her neck. "How do you want me, Dr. Sloan?" she whispered teasingly.

"Roll over," he replied and she grinned, rolling onto her stomach. Mark grabbed a pillow and tapped at her hip, urging her to raise up just a little bit. She did and grinned as she adjusted the pillow beneath her, feeling his eyes on her ass as she wiggled around. "Oh yeah," he murmured, smacking her ass quickly before settling between her legs.

She giggled. "So you're definitely an ass man." She gasped as she felt him enter her in one swift thrust. Burying her face in the pillow, she smothered her moans as he pulled out and pushed back in rapidly, before stilling.

He shifted onto his elbows, so his body was fully covering hers. Lexie moaned and pushed up against him, loving the feeling of him engulfing her like this. "I mean, I'm partial to asses, yours in particular. But I like everything about you, Little Grey." He started thrusting inside her and Lexie's head dropped again into the pillow, muffling her moans.

Mark reached beneath her and sought out her clit, circling it with gentle fingers as he continued to thrust. "Oh yeah, Lexie. That's it. Come again for me, baby." Lexie groaned her release into the pillow, shuddering as Mark continued to thrust inside her. "Yeah, that's it. God, you feel good," he moaned, before speeding up his thrusts as he felt himself go over the edge as well.

He pulled out of her and quickly removed the condom, tying it off and tossing it in the trash can under the nightstand. Flopping onto his back, he sighed and looked over to Lexie. He rubbed her head absently and she moaned, and then sort of wiggled her way over to him. Mark couldn't help but laugh – she looked ridiculous.

"Normally," she murmured, her face smushed halfway between his shoulder and pillow, "I would be mad at you for laughing at me. But you made me orgasm stupid."

"Orgasm stupid?"

"Mhm. Like I came so hard and now I'm just dumb. I can't do anything. I'm just a puddle of Lexie. I'm a Lexie puddle because I came so hard that my brain stopped working." He chuckled and wrapped his arm around her shoulders.

A few seconds later, her head shot up. "Mark!"

His eyes widened in alarm. "What? What's wrong?"

"Mark, the fries are going to be so cold!"

He couldn't help but laugh at the genuine concern in her tone. "Is this another orgasm stupid thing?"

She glared at him before laying back down, now more comfortably situated against his chest. "No. This is a very real concern about the state of our fries."

"Right. Well there's a microwave in the room."

"Hmmm," she seemed to ponder this for a moment. "Not the same as fresh, but I suppose that's fine. The sex was worth the fries getting cold."

"Do you want me to go warm them up for you?"

She shook her head and wrapped an arm around his waist. "Nope. Not yet. Not ready to let you go just yet."

Mark grinned. He wasn't sure if he would ever be ready to let Lexie Grey go. And wasn't that a scary thought?