Meredith tosses and turns. She can't sleep. She can't sleep with the throbbing ache between her legs that is only intensified as she feels each of Derek's hot breaths on her neck. He is all the way across the bed, yet it feel as if he is mere inches away. She is hot. She is cold. She is tired. She is wide awake. She is horny. She is horny.

Meredith (in a timid voice): Derek?

Derek (in a tired voice): Yeah?

Meredith: You awake?

Derek: No. I just have a tendency to answer questions in my sleep.

Meredith rolls over on her back and hits him in the shoulder.

Meredith: Ass.

Derek chuckles as he opens his eyes and meets her. Even in the dark they can see into each other's eyes.

Derek: What is it?

Meredith: I can't sleep.

Derek furrows his eyebrow.

Derek: You can't sleep?

Meredith: No.

Derek: What do you want me to do about it?

Meredith: Tell me something about yourself?

Derek props his head up on his elbow as he stares down at her. She looks back up at him.

Derek: Like what?

Meredith shrugs.

Meredith: I don't know. Anything.

Derek sighs and looks up at the ceiling as he tries to think of something to tell her.

Derek: Well, I have a big family.

Meredith arches her eyebrow as she stares up at him.

Meredith: Really?

Derek: Yeah. I have four older sisters and tons of nieces and nephews. They are all doctors, so I'm the outcast of the family. I'm also the only one who isn't married and who doesn't have kids.

Meredith: Do you want kids?

Derek smirks at her.

Derek: Why do you want to know?

Meredith crosses her arms over her chest.

Meredith: You brought it up.

Derek chuckles.

Derek: Someday.

Meredith turns onto her side and props her head up on her elbow so that her and Derek are facing each other in the same position.

Meredith: When?

Derek: When I meet the right person.

Meredith (quietly): Oh.

Derek watches her for a moment before he asks a question of his own.

Derek: What about you?

Meredith: What about me what?

Derek (chuckling breathily): Do you want kids?

Meredith: Oh…um…well…maybe? I don't know.

Derek: Why don't you know?

Meredith sighs as she falls back on her back.

Meredith: I just…I don't know…my mom…well..yeah…and so…I don't really know…I guess it will depend…I mean…Yeah…I just…

Derek chuckles.

Derek: You're rambling.

Meredith blushes slightly and Derek sees her reddened complexion by the moonlight that is streaming in the window and across her form.

Meredith: Sorry.

Derek: Don't be. I find it adorable.

Meredith suddenly finds herself flustered.

Meredith: I…uhh..

Derek chuckles.

Derek: And you being flustered? Completely adorable.

Meredith can feel Derek's hot breath brushing past her cool skin, sending chills down her spine. He is leaning over her and staring down into her eyes. Those eyes. Those amazingly blue eyes. So perfect. So enrapturing. Derek leans down a little more, slowly erasing the chasm that seems to exist between their bodies. Meredith feels her breaths grow shorter as her core temperature begins to climb. If humans could melt, she would be a pile of Meredith glob. Seriously.

Derek reaches down and runs his finger slowly along her jaw line between tracing her perfect lips with the pad of his thumb. Her hot breath on his digit makes him think about her hot breath hitting him on other places of his body.

Derek (in a husky voice): Meredith, I'm going to kiss you now.

Meredith visibly swallows before nodding consent. Derek maintains eye contact as he closes the immeasurable distance between them. Her stomach becomes ravaged by butterflies as she watches him lower his mouth to hers, a move that seems to take forever as her life in this moment is a movie being played in slow motion. Perhaps even slower than when she watched Tom Cruise in [iAll The Right Moves[/i. Completely overrated if you ask her.

Meredith's skin erupts into a fire of desire that rages on the surface before making its way into her blood, causing it to boil frantically as her breasts begin to rise and fall even quicker. Derek runs his fingers through her hair as his lips finally meet hers and they mesh into an unnamed element, something that may become fundamental to their existence. This element of Deredith exists only between them and can only be created by them and this is the moment of its first conception.

The sparks fly and their souls mingle as Derek pushes his tongue past the barrier of Meredith's lips and he delves into her dark, cavernous mouth, relishing in the taste of her mint toothpaste. Meredith arches her back as she lifts her arms and runs her fingers through his thick hair. The sensation of his thick hair running between her fingers causes the last of her inhibitions, the last of her reservations, to go flying out of the window.

She moans into Derek's mouth and can feel him smile against her lips. His hand moves from her hand and down her side. She gasps as he lightly, but expertly, runs his fingers over her breast before continuing to dance down her abdomen. Once he reaches the hem of her shirt, he moves his hand beneath the thin cotton material.

He breaks the contact with her lips, only to plant slow, calculating kisses along her jaw and down the column of her neck. Meredith feels sensations that she has never felt before. At least not while she was awake. And now. Now she feels as if she could explode. As if there is this small earthquake that is slowly building within the depths of her being. Derek. Derek is about to explore her fault line and send her into an earthquake that will shatter the world around her and that promises several strong aftershocks.

Derek moves his mouth down near to her navel and he lifts her shirt slightly, exposing her well-defined abdomen. He groans in a mixture of anticipation of the impending pleasure and the current pain of his throbbing erection. Meredith feels her hips begin to move almost as if they have a mind of their own as Derek slowly works his tongue and lips over her soft, smooth skin.

He hooks his thumbs into her boxers and underwear and begins to pull them slowly down. Meredith lifts her hips off of the bed to allow him to move faster and easier. Derek stops when he sees her glistening lips in front of him. He licks his lips as he begins to make his move.

Suddenly, Meredith gasps and bolts up straight. Derek arches an eyebrow and stares at her.

Meredith (panting from pleasure, but a hint of panic in her voice): What are you doing?

Derek: I was going to give you oral.

Meredith suddenly blushes and bites down on her bottom lip. Derek stares at her for a moment before something clicks.

Derek: Have you ever had oral before?

Meredith stares up at the ceiling before shaking her head no.

Derek: Ah…I see….well, have you ever had sex?

Meredith: Yes. Well, once.

Derek can't suppress his gasp of surprise and the shocked expression that crosses his face. He suddenly straightens up and begins to feel very uncomfortable. Meredith stares at him.

Meredith: What?

Derek sighs as he runs a hand through his hair.

Derek: Maybe this isn't such a good idea.

A hurt and pained look crosses Meredith's face. She feels humiliated. Once again she is not good enough for someone.

She quickly pulls up her panties and boxers before jumping out of the bed and running out of the room. She does all of this before Derek can stop her. He chases her out of the room as best he can with his large erection. By the time he reaches her room her door is locked. He knocks on her door for ten minutes before giving up and heading back to his room.

He collapses back on the bed which still smells of Meredith. He inhales deeply, letting the intoxicating scent fill his nostrils. He runs his hands roughly over his face.

Derek: Shit. Shit. Shit.

He sighs loudly and stares up at the ceiling, wondering how in the hell he got in this situation and exactly how he can fix it.

So I know that you guys weren't expecting this...but patience young grasshoppers...it will happen eventually...I don't know when the next update will be...school is kicking my ass...

-Marci