A/N: sorry about the late update guys! Had some pretty horrible storms lately and NO INTERNET! I almost died!

They pulled up to a fancy bed and breakfast. It was big and looked very old, with beautiful flower covered vines climbing the walls. Will took their bags and they walked inside to reception. Helen sat on a chair by the window, looking out to the stars as Will checked them in. When they got to the room, Will sat on the edge of the bed and took his shoes off. Helen watched from her seat at the small desk.

"I think that you are the second most wonderful man that I have ever known." she said to him,with a gentle smile on her face. He cocked his head,

"Second?" she giggled and stood up. Sauntering over to him while hiking her skirt, straddling his lap.

"After my father of course." he smiled as she dipped her head to his shoulder, his hands slid up her waist and pulled her blouse from her skirt. She began to undo his belt and pants, while kissing his neck. She giggled at the sounds he was making and push him down on the bed, continuing to kiss him, pushing his shirt away from his shoulders and kissing down his body. She took his erection in her hands and stroked it slowly as she licked the head, he groaned and she took the whole length of him in her mouth. She continued to lick and suck until she couldn't stand her own arousal any longer.

She stood and undressed herself slowly for him. Helen climbed on top of him and kissed him passionately, his hands roamed her body and he guided himself inside her. They both moaned loudly at the feeling.

"I love you." She whispered in his ear as she rode him slowly. His handing digging into her hips. His eyes opened and he stared into her eyes.

"I...love you, more" he replied when he could find the breath. She rode him faster, their moans louder. She slowed and climbed off him, then laying on her side with him behind her. She lifted her top leg and he slid into her from behind, with a hand holding her breast. Her small gasps sounded like music to him, it was the most beautiful sound he has ever heard. He massaged her hip as he slowly thrust against her. a small drop of moisture fell on his arm, where her head was resting.

"Are you...crying?" he asked as he continued to make love to her. She sighed.

"I have...mmm...never felt...such happiness...oh..." she slipped her fingers in his on her hip. He kissed her shoulder. All he could think about was her and what she means to him. "what...are...you thinking...about?" she asked, because she felt him get distracted.

"you." he kissed her shoulder again, squeezing her fingers that were laced in his. "how much...you mean to me. I...can't believe that...you love me...back." he felt her shudder, he knew she was going to come soon, as was he. He pumped faster and her moan got louder. She gripped his hand and turned her head into the bed, riding out her orgasm. The squeeze she was putting on his penis sent him over the edge and he spilled himself inside her. He slipped out from her and they stayed there for hours. falling in and out of sleep.

Helen rolled over to cuddle into him. She smiled against his chest.

"What?" he asked sleepily. Kissing the top of her head.

"I just...it's everything I ever wanted. You, me...this feeling of unconditional love. I've never had this, not with anyone before. In all my years." he grinned, she had never opened up like this before. He felt so special, to be the one that she had let her guard down for.

In the morning they decided to head back to the sanctuary. Helen wanted to talk to henry, she didn't really know what to say to him. Will said that he was alright with it, but Henry is like a son to her. Plus Will is his best friend...Your best friend dating your mother. That would be weird in any situation.