Disclaimer: I do not own POTC!

Disclaimer 2: This chapter is a bit higher rating.

Three days had gone by and Elizabeth thought about Will mostly, even though she knew she should concentrate on Melanie Baines.

She was lying in bed and annoyed. He had challenged her, the ball was in her court. Well, that was it, she had enough…

She stopped herself before she got up. Was she ready for this?

Of course she never felt like this before. Was she ready for the physical aspect…she would find out.

Elizabeth got up and walked downstairs. She found Will on the porch. She slowly opened the screen door and stepped outside. He looked up and smiled. That wonderful warm smile had grabbed hold of her.

"Show me…" Will took her hand and pulled her down to sit on his lap.

"I won't hurt you." Will kissed her forehead. "Not now, not ever."

"I know." Elizabeth then kissed him. It was soft and sweet, and Will didn't want it to end.

He raised himself from the chair and held Elizabeth, carrying her to his bed. He laid her down on the king sized bed and looked down at her. She was wearing a white cotton nightgown that made her look like an angel.

He pulled off his shirt and climbed on the bed. "We'll take it slow." He kissed her lips. "If you want me to stop, just say so."

Elizabeth nodded. He began kissing her softly, not really even kisses, just brushing of his lips against her skin. Elizabeth shuttered when he took off his jeans, him just in his boxers. He noticed her nervousness and kissed her lips and caressed her sides. His hands dipped down to her thighs as he reached and pulled up her nightgown to her bellybutton.

"Are you okay?" Will asked.

"Yes." She said lazily. "Keep going."

Will nodded and slipped the nightgown over her head and tossed it to the floor. Then he saw her scars. One running along one of her breasts, a larger one on her stomach.

"Are you okay?" Elizabeth asked him.

"Yeah, I'm okay." Will kissed between her chest, her chest rising with his kiss.

He then laid his palms on her stomach and took hold of each side of her underwear. He slowly pulled it down and took it off at her ankles, he then took a sheet and covered their naked bodies. He would not risk her feeling humiliated.

She reached for him, hooking her arms behind his neck and bringing him in for a kiss. His lips trailed down to her stomach, up to her breasts, her neck, her mouth.

He touched her thighs and pushed her legs apart. He then stared into her eyes, her beautiful hazel eyes, full of love.

Elizabeth felt him inside her. He didn't hurt her, it wasn't painful, it felt good, it felt right. She was happy, she was thrilled that she could finally share this part of her with a man, and this man was Will.

"Will…" A small moan escaped her lips as a building of pressure that felt so good boiled within her.

Whatever that feeling was, it burst. Elizabeth gasped and arched her back. She caught Will's rhythm and matched it. Her body exploded in pleasure as she collapsed on the pillows.

Elizabeth somehow felt different. A raw feeling enveloped her body. She wanted Will, wanted him badly. She brought her left leg over the top of his back and turned. She was on top and staring down at him.

Sitting on top of him she spread her fingers across his hard abdomen and began to rock back and forth. Dear Lord she wanted him badly, this animalistic side of her, she never knew existed was now taking over her body and her mind. All she knew was that she wanted him, all of him, and it had to be now.

She leaned down and kissed him, still keeping pace with him. That same pressure began to build again. She felt Will push himself deeper inside her as she dipped lower. She grabbed his hands and pushed them above his head. The bed was making large creaking sounds and she reached higher and higher. She arched her back again, Will grabbed onto her hips keeping her there, holding her in that moment in pure euphoria, he kept pushing himself inside her, making her rock deeper and harder.

He pushed her on her back and took control, keeping her there. Elizabeth was gasping for breath as he pumped harder and harder. No, it never hurt, it never scared her, she only wanted more and more.

Will suddenly shuttered and she felt him stop. He laid on top of her then and kissed her neck.

Both of them were gasping for breath, clinging onto one another.