She didn't make it to her room. The heat from his hands as he pressed up against her from behind in his new form was too much for her to take. She veered off into a storage closet that she knew was much closer than any room she'd be able to find. She dragged him inside and had her lips on his, hands cupping his cheeks and Will pressing his body tightly into hers. They managed to get the door shut and he lifted her up, his webbed hands grabbing her thighs and pulling her until she wrapped her legs around his hips. The entire time her mouth never leaving his.

She was so engrossed in what he was doing, the feelings flooding through her and the heat pressing into her body that she could think of nothing but him. He felt so different in this form, she was sure of it. He was trying desperately to get the rest of the buttons on her blouse undone, but his fingers weren't cooperating with the new webbing between them. Helen rested her head against the wall and let his tongue have its way with her while she tried to breathe and keep up with him.

Frustrated beyond his capacity, Will stood up straight and stepped back from her, dropping Helen to the cold floor rather unexpectedly. She gasped and blew out a puff of air to remove her bangs from her sight and groaned when she tried to straighten her legs. "That was most unappreciated, William." His eyes flashed quickly and snapped to her, his entire head jerking and she understood his frustration. She grasped onto his leg and pulled herself upright.

Pink lips were wetted when his tongue slipped out and licked them. Magnus sighed and pressed her mouth gently against his. "It's going to take time, Will. For you to understand this, and learn how to control it." He nodded quietly and she tried to lock eyes with his.

"I don't know, Magnus…" He paused looking at his bare feet and the hem of the gown he was wearing. "Why are we here?"

Her lips upturned at that, "To make love."

"It's not that simple is it? You're acting different…when I'm that thing, you act different."

Apprehension, that was what he was feeling and she had no doubt that this was stemming from the very reason the virus had appealed to him. "I've wanted you for a long time, Will. You have to understand that."

"You want me now, because I'm an abnormal."

"No." He did a double take, not believing her words. "No, Will; I wanted you before. It wasn't feasible then and it hardly is now, but I just…I just can't seem to help myself." Her lids fluttered down, she didn't want to look at his face, to see him. Will gently cupped her cheek; his blue eyes searched her face trying to read any minute change. He saw the truth, when she finally looked at him, truth in the words she had spoken.

"Ok," it was so soft, the resolve he issued; that she didn't even register the words until he repeated himself, "Ok, Helen." Carefully and softly he puckered his lips and kissed her. It was the first time he had initiated the kiss in his human form and Helen wasn't going to disappoint him. She took it slow, her mouth caressing, her tongue reassuring and her hands remaining in place on the bottom of his ribs. Will was glad to remain in the position they were in, not taking a step further and just enjoying the quiet and peaceful embrace that they had yet to have.

It was minutes later when Helen slipped fingers up to his neck and into his hair noting that his skin was cooler than it should be. She ignored it, if she had her way that would not be the case for long. Her body was calming down. Even though she was thoroughly enjoying the make-out session it really wasn't the reason why she had brought him into the room. She could hear the soft footsteps outside the door and pulled away from him pressing a finger to his lips until Henry's scuffle passed by without stopping.

When she turned back, Will's eyes were black and his skin red and black scales. In an instant her stomach had tightened and her breathing became rapid. She couldn't take her eyes off his face and Will was having the same difficulty. His eyes flicked down over her partially revealed chest and she felt the apprehension take root like a heavy stone in the pit of her stomach. Helen grinned and began to slowly unbutton the rest of her shirt. Once she had it completely undone Will was on her. His hands couldn't find enough skin and his touch to her bare flesh burned like a flame. His mouth was on her neck and his fingers brushed the line of her bra that he noted she had changed into.

"Maybe…maybe you are affecting me some bit." Her voice was breathy and her head tilted back giving him full and complete access to her throat. Will let out a growl like she had never heard him do before, and she felt sudden glee from her statement bursting in her chest. "Don't…don't use this…against me."

Slowly the man slid away from her. His hands were still on her hips, but his eyes returning to their normal shade of blue. "What do you mean by that, Helen?"

She could barely think with the way he was looking at her. "Don't use your influence…this, whatever it is…against me." She licked her lips and delved in. "Look, Will. I've had a lot of things happen to me in my life, a lot of bad things. This can't be one of them. I can't do it again."

He cupped her cheek and tilted his head, "I would never hurt you on purpose, Helen."

"It's the 'not on purpose' part I'm afraid of." Will was somewhat taken aback by her response; this was not a side of Helen Magnus that he was used too. He kissed her hard, making sure she knew exactly how he felt. She sighed into his body after a few moments and began to pull at his gown trying to ignore her own feeling of fear that was wrapped around her stomach and squeezing awfully tight.

"I promise to try and not hurt you Helen, but I cannot guarantee that. You know that, as much as I do." She nodded quietly and parted her lips to his when his tongue was probing her mouth. Then she felt it again, the pull to him that she couldn't control. Opening her eyes she saw his new self, the one that had been created in a lab.

"Kiss me." She breathed and he complied. He left her bra in place sliding her skirt up her smooth legs. He grinned and hit the deck, his knees colliding with the cement and he didn't wince in pain as he felt none. He grinned up at her and Helen began to tug the gown over his head until his new body was fully bared to her. His tongue flicked out like a snake as he licked a line from her bare knee to the crease between her leg and hip. Helen grabbed his hair tightly and let out a heavy breath when he tugged her panties down to her ankles. He thrust her hips back into the wall and moved his tongue through her folds.

She let out a moan and a sigh that had his ears perking up and his tongue dipping into her. Helen pulled her lip between her teeth and bit down trying to keep the noises at bay; her eyes shut tight and her fingers clenching against his head. Will threw one of her legs over his shoulder and pinched her clit between the middle of his split tongue. Helen's body jerked suddenly and she used all her concentration to pull herself back. "So hot, Will, it's so hot." He grinned and began to move up her body pressing her further into the wall. Picking her up again, he lifted her slowly and began to slide into her.

Will was moving in and out of her gently, but was picking up his pace when she heard the footsteps in the hallway again. Her ears were beginning to ring and she tried her hardest not to make any noise, but she was certain that if it was any abnormal they would know she was in there. She jumped when the door burst open and Will stopped moving switching to his human form when the cold air filtered in. Her eyes flashed to the entrance and she saw him then. "John, how did you—"

"Helen?" His voice was high with surprise. She saw the change in an instant and felt the fear from Will as he realized what was happening. "How dare you?" His voice was low and his eyes on hers. The betrayal she could feel from him was permeating the room coming off in overwhelming waves. She had no time to react before Will was pulled back suddenly leaving her body to collapse on the floor in a half-naked heap.

She called out Will's name but it was gone in a flash of pink light that began to dissipate slowly, just as her daughter had so many years ago. "No, Will…" She drew in a racking breath as tears streaked down her face and she began to sob heavily. She brought her shirt to cover her chest she held it to her skin while the pain rocked through her body. She laid her bare skin against the chilled floor and let the devastation take over her body. Everything was dark and sounded tinny to her when her eyes were finally void of tears and she could cry no more. Helen remained where she was for hours not moving and not thinking of anything, just breathing in the scent that was left on his hospital gown.