Chapter 3:

A/N: Sorry that it's been so long between updates. Life has been absolutely nuts of late. I also found this chapter really hard to write, this being my first fanfic and all. Anyways, enough of the excuses, have a read and see what you think.

Big thanks to Kaz for proofreading.

Meredith and Derek are each lost in their own thoughts as they walk hand in hand up to her room.

This has all worked out just too perfectly Derek thought as he walked along the corridor to Meredith's room. The anticipation of the moment to come had been building for some weeks now. And now they had the house to themselves and likely would for the rest of the night, and well into tomorrow. Derek and Meredith had been taking it slow. He hadn't wanted to rush her into anything that she wasn't ready for. He wanted her to look back at her first time as something that had taken place out of love and respect. Rather than just a right of passage that she felt that she had to get out of the way just so she wasn't the last one to do it.

I can't believe that I'm about to do what I'm about to do. Don't get me wrong I want to, I do, it's just that this is my first time and well what if I'm crap? God, get a grip Meredith, you're with Derek as if it's going to be anything less than perfect! He's been patient and understanding not rushing you into anything that you weren't ready for. What more could you ask for in a boyfriend? Let's face it you know you want him to be your first, so suck it up and get it together! With that resolution made, Meredith plucked up the courage to glance in Derek's direction. They were outside her bedroom door. This is it, it's now or never. Smiling cautiously at Derek, she placed her hand on the handle of the door.

"Meredith" Derek said quietly as he placed his hand over hers, "Are you sure that you want to do this? I can quite easily turn around and let you go and get changed and we can go to the party at Karev's. You only have to say the word. There is no pressure, none at all."

Standing on tip toe to place a gentle kiss on his lips, Meredith smiled at him. Typical Derek, always worried about her and what her reaction to things would be. How did she get so lucky?

"Of course I'm sure Derek. I want this as much as you do, or I wouldn't be standing here with you right now. I would have left you at the bottom of the stairs waiting for me without a second thought." With that she turned back to the door and opened it walking in with Derek less than 2 steps behind her.

As she closed and locked the door, Meredith paused for a moment to catch her breath. Ok, here we are, now what do I do? I'm really going to suck at this. Derek's never going to want to see me again after tonight. I better make the most of it. Oh God, Oh Crap, this is going to be really bad.

While Meredith was waging an internal battle with herself that she had no hope of winning, Derek had walked up behind her. Wrapping his arms around her waist from behind, he gently moved her hair to the side and began to place gentle kisses along the back of her neckMoving along the back of her neck and across her shoulder he paused while he twisted her around so that she now faced him.

"Meri" he murmured

"Mmmmmmmmmm" came the dreamy reply

"I'm only going to ask this once more. Are you sure? You seem a little hesitant, and while I can understand that, let me assure you that you have absolutely nothing to worry about."

Looking Derek straight in the eye Meredith replied "I'm absolutely certain of this Derek. I want to be with you, I want you to be my first. I'm just a little scared. After all, you know what you are doing, I'm a little less experienced in this. I just don't want you to be disappointed."

Derek simply stood there shaking his head, slightly baffled at her response. "Disappointed? Why on earth would I be disappointed? I'm honoured that you want me to be your first. That's a big deal. Yes, I might be a little more experienced than you, but Meredith, none of those girls meant anything near as much to me as you do. I love you and I want this to be perfect for you so that you don't have any regrets about your first time."

Leading her over to the bed, Derek pulled Meredith to him. Reaching to the back of her dress he slowly pulled the zipper down. Raising his hands to brush the straps from her shoulders his hands skimmed down her arms allowing the dress to fall to the ground.

Feeling the need to touch Derek, Meredith began to tug at the waist of his pants to free his shirt. Frustrated at her slow progress with the buttons, Derek placed his hand over hers to still her ministrations. Worried that she had done something wrong she looked up at him enquiringly.

"Let me do it Meri. You're killing me," was his reply to her silent question as he undid the last button and removed his shirt.

Guiding her down to sit on the bed, he reached out to brush her cheek lightly with the pads of his fingers. The gentle touch was incredibly arousing.

He blew on the vulnerable spot behind her ear, before he proceeded to give it a leisurely bath with his tongue. The warmth of his breath sent ribbons of heat streaming to her core.

"Meri, you taste so good"

Meredith wanted to reply, but when she opened her mouth all she could do was gasp. They had barely begun and already she was in danger of being swept away. Needing an anchor, she grasped his thigh. Feeling his muscles constrict then relax Meredith realised that Derek was as affected by her as she was by him. Meredith looked up at him with a dreamy smile on her face.

Smiling back at her Derek continued to make small circles on the small of her back.

"What does that look mean Meri?"

"Nothing, please kiss me Derek. Really kiss me."

"Your wish is my command," he muttered just before his mouth collided with hers.

The kiss was long, wet and wild leaving Meri's lips bruised and her heart thundering. The need for air finally forced Derek to wrench his mouth away.

Meri now found herself shifted onto Derek's lap and positioned to face him with her legs cradling the outside of his.

Derek's hands began a slow climb from her waist upwards, skimming lightly over each rib and coming to rest before reaching her breasts. Meredith arched into him, silently begging him to free her from the heaviness he'd created there. Understanding her needs as if they had done this a thousand times before, Derek reached up and cupped her breasts in his hands, lowering his mouth to gently suckle first one nipple then the other. The feelings that this invoked in Meredith were so intense that she released a wanton cry before she could swallow it. Derek matched this sound with a hungry groan of his own.

Lying back on the bed he pulled Meredith down with him. Running his hands up her back, then back in the opposite direction over her buttocks Derek elicited more moans from Meredith.

"Meri, baby, I want you so bad I'm aching."

"I want you too Derek. I've been thinking about this for weeks."

Rolling her over onto her back he moved her up the bed to prop her against the pillows that were piled up there. Leaning in to capture her mouth in a passionate kiss, Derek placed small kisses along her neck and across her collarbone. He began following an imaginary trail back across her chest to the valley between her breasts. Removing her bra in one deft movement Derek's tongue flicked and circled the peak until satisfied with the hardness and shape he moved onto the other nipple paying it the same amount of intense attention. Happy with his work at the top of her body he began to blaze a trail down her abdomen, pausing to circle her belly button with his tongue, before continuing along his way. When he reached her pantyline he paused only long enough to remove her black satin panties. Never missing a beat he continued to place kisses along the top of her thigh working his way down to her ankle before making the return journey, this time on the inside of her leg.

Meredith was in awe of the feelings that were overwhelming her. She had never experienced anything like this in her life. It was the sweetest form of torture.

"Derek please," she gasped breathlessly.

"Please what Meri?" he replied teasingly as he ran his fingers between her legs, then probed gently and found her damp and sleek. Ready.

"Let me..." she began before he silenced her with a breathtaking kiss.

"No Meri, tonight is about you. All for you."

"Not without you. I want to share this with you."

"OK, just give me a second. I'm a little over dressed at the moment," his control was just about at breaking point. He quickly stood and removed his pants, pausing only to take care of protection.

Moving back over to the bed, he began to lower himself over Meredith. Looking down at her lovingly to ensure that she was ready. He knew that the first time for a girl could be uncomfortable and he would do everything in his power to ensure that she got as much from it as he knew he would.

"Derek, please don't look at me with the question in your eyes. This is what I want, I am more than ready to take this next step with you."

With her confirmation ringing in his ears he entered her in one fluid movement, pausing ever so slightly to ensure that everything was OK. As he entered her and began to move inside her, Meredith gasped, not from the discomfort, but from the ripples of pleasure that were beginning to engulf her.

Invaded. Possessed. Nothing had prepared her for the intense feelings that arose in her as they rocked back and forth.

"Dear god, Meredith you feel so good. I love being inside you. I never want to let you go," Derek rasped.

"Oh God Derek! Oh God!" Meredith moaned as she felt herself caught up in a wave of such pleasure that pushed her higher and higher.

"Come with me Meri,"

"Yes Derek, yes!!" she cried. Her body racked with one convulsive spasm after another. Leaving her unable to do anything but hang onto Derek and surrender as she gloried in the power of his release.

As they lay facing each other Meredith sighed in contentment.

Derek placed his palm on her cheek and placed a gentle kiss on her lips.

"I love you Meredith Grey. I can't imagine my life without you."

Gazing up at him Meredith smiled. "I love you too Derek Shepherd, more than mere words can express. I'll hold this night in my heart forever."

Meredith just hoped that he would understand about the secret that she had been keeping from him for a week. That thought was the only thing had put a downer on her night. But she would worry about his reaction to that piece of information tomorrow. Right now she had bigger things to occupy her.

"I do believe that it's my turn to have some fun at your expense Derek. Are you up for it?"

Smiling at her in his dreamy manner Derek simply replied "Give it your best shot Grey!"

A/N: Well that was chapter 3, I hope you liked it. Let me know what you think. Constructive criticism it definitely welcome.