A/N: Set in season 3A.


"I like it... when you go down on me." Alicia's voice is low and secretive, shy almost. Will finds that he likes the subtle blush that covers her cheeks whenever they talk about intimate things. It's so unlike the Alicia that she presents to the world. "And I like it when you use your tongue."

She gently combs her fingers through his short hair and Will closes his eyes. He's lying half on top of her, his cheek pressed into the crook of her neck. A burst of arousal shoots through his veins, remembering the first time she'd come around his mouth, throbbing on his tongue. Her hands had been his hair then too, holding him impossibly closer.

"I like it too," he whispers back, unsure why they're whispering but he doesn't want to scare her away. Alicia rarely opens up, even to him. So he'll take these crumbs gladly. "I love driving you crazy with my mouth."

"I love when you do that thing..." She bites her lips, shifting a little at the memory of his teeth gently grazing her sensitive skin. "And uhm when you use your fingers?"

"It's good?" Will asks, a smile etching into the corners of his mouth.

Alicia cups his cheek, patiently stroking the five o'clock shadow on his cheek. "It's good. It's very, very, very good." She chuckles a little and he swears he can feel his heart skip several beats, can feel butterflies in his stomach.

She kisses his forehead softly and he sighs, content.

"Can I ask you a question?"

"Sure," she smiles. Her fingertips are now lightly ghosting over the bare expanse of his back, making goosebumps appear.

"When we're together... you're often quiet. I mean," he pauses, searching her eyes. Alicia's brows draw together and this isn't what he wanted. "I'm just wondering, I guess, because you're not very vocal and I'm not used to that."

"You want me to moan?" she asks quizzically, drawing back to look at him more directly.

He moans internally at his lack of tact, his bluntness. Alicia is classy, more than he'll ever be, and she likes things to be subtle. "No, no, no," he rushed to reassure her. This isn't what he wants at all. "I just wanted to ask, because you can tell me if you want me to change techniques or... if you're not fully satisfied."

"I'm more than satisfied, Will. I– I can't remember ever having sex this good." A blush covers her cheeks and he's too stunned to speak. Her eyes are sparkling and he shakes his head. "Will, I don't have to tell you because you already know."

"Oh."

"Yeah."

"Well that's a relief," he chuckles. His insecurities are finally retreating and he confides in her. "I guess I've had too many meaningless encounters with women. They were loud and vocal and... I don't know."

There's a look in Alicia's eyes when he mentions the women in his past. It's not deprecatory, it looks more like an insecurity, but it's gone too quickly for him to interpret.

"I'm– I'm a mother," she says, suddenly, out of nowhere. "and I've been... cautious about them overhearing for a long time. I can't turn that off." She shrugs. "And I haven't had a lot of sex in a long time... They say it's like riding a bike, and it is, but it's also all new and I promise you, Will, you're being so good to me. I'm just speechless."

"So good you're speechless?" He's not sure this is good for his ego, but regardless, this woman is driving him crazy and he's loving every single minute of it.

"Oh don't let it get to your head."

"Too late," he replies smugly. "You think I could make you scream my name though? We're in a hotel room after all," He kisses her clavicles gently and sucks on the soft skin of her neck. "No one's here to overhear."

Alicia shivers beneath him, a quiet whimper caught in her throat. "You could try," she says. Her hands suddenly grab his backside and press him down and right into her centre and a helpless, little moan tumbles past her lips.

Will grinds into her. "Well, that's a start."