Rating: NC-17, eventually.

Disclaimer: If I owned them, this would happen on the show, not just on paper!

A/N: Total fluff/smut.

Sara tried desperately to avert her eyes, or maybe turn and leave, but her body no longer seemed to be under her control. Instead, she stood as still and silent as a statue, watching while Catherine undid the strap of her bra and slipped it down her arms, oblivious to her audience. Sara's mind was working in overdrive, making her imagine what it would be like to touch the silky skin she could see exposed on her co-worker's back, to kiss it and caress it.

Catherine turned to get the white bra out of her locker that would not show through the new shirt that she was going to put on. Sara got a side view of Catherine's beautiful breasts, causing warm wetness to pool between her legs. She was thankful this end of the locker-room was always dark and she was in the shadows, because she could think of no explanation for staying this long without announcing her presence. Sure, walking in on Catherine in the first place had been accidental, but staying had no justification Catherine would want to hear. "I was frozen to the spot while I imagined what it would be like to make love to you," she decided, was not something to say to straight female co-workers. She was not completely hidden, but Catherine was not expecting anyone still to be at work an hour after the end of shift. Sara had actually left ten minutes ago, but had left her keys in her locker. Now she was so glad she had had to come back, because this was a sight she was not going to forget in a hurry. She felt guilty for spying, but her body simply would not obey her commands to move. She was paralysed by the sight of this woman she had wanted for so long standing only half-dressed in front of her.

Catherine was buttoning up her fresh blouse, and just as she got to the top button, Sara opened and shut the door with a bang.

"Oh, Sara, you made me jump! I didn't think anyone else was still here."

"Sorry, didn't mean to startle you. I just forgot my keys." She grabbed them out of her locker and went out the door, calling bye to Catherine over her shoulder, hoping the other woman hadn't seen the flush that was rising on her cheeks.

Sara sat in the driver's seat and tried to control her breathing. It was no good. Every time she managed to gain some semblance of composure, her mind would throw pictures at her of her and Catherine in bed together. It was a while before dawn and the sky was still quite dark. Sara knew she could not drive home in this state, it would be dangerous. She could no more concentrate on the road tonight than she could forget what she had seen in the locker room. Glancing around to make sure there was nobody nearby, she pushed her right hand past the waistband of her jeans. Her breathing speeded up even more as she stroked her sensitive bundle of nerves, and she slipped her second finger into her wet folds. She started quite slowly, but increased her pace quickly as memories of what she had seen mingled with scenes from raunchier dreams she had had. She came very quickly and quietly and looked around as she withdrew her hand from her jeans. And her eyes met Catherine's steel blue ones looking in the passenger side window.

Catherine's expression was half amusement and half something Sara couldn't place.

Sara was mortified, even more so when Catherine opened the door and got in and she knew she had to face this now.

"How long were you there?" she asked, hoping against hope that maybe she had arrived too late to see anything.

"Long enough." Sara's heart sank. All she wanted was for the ground to open up and swallow her. The thought of actually having to work with Catherine after this made her seriously consider quitting.

"You could see through the windows in this darkness?" She was clutching at straws now and she knew it.

"Yes, but apparently you couldn't." Catherine's eyes had a twinkle in them. Well, at least somebody finds this amusing, Sara thought. "If you're doing something like that you should at least try and make sure no- one sees you."

"I did!" Sara protested. "You snuck up on me!"

"What was so important it couldn't wait until you got home, huh?" As she said this Catherine's hand brushed Sara's thigh and her voice was a little husky. Sara jumped, but when she looked Catherine's expression was all innocence. The only thing she could think of in reply was "You," so she said nothing. "And why not get someone else to scratch the itch? More satisfying than doing it yourself."

"Erm." I am not having this conversation, she thought. I am not talking with Catherine about the relative merits of masturbation as opposed to sex with a partner. It just is not happening. "I'm sure there are people queuing up to be with you."

"Not exactly."

"I would be." Sara was stunned speechless. Not that she was saying much before, but after that revelation coherent speech just wasn't an option. They looked at each other and Catherine slowly closed the gap between them. Their lips met and tongues tangled until they were out of breath. They pulled apart reluctantly and leaned their foreheads together. "Your place or mine?" Catherine whispered.