A/N: Thanks for the reviews! Just a pre-warning.. this chapter is definitely mature. If you don't like that kind of thing... you might not want to read. This whole fic is a bit mature just so ya know.

Derek walked into his parent's silent dark house late that Friday night. He noticed their car was absent from the driveway and figured they must still be at the benefit for his father's law firm they had been talking about all week. He was glad. He was tired and frustrated and the thought being alone for the rest of the night sounded perfect.

After shutting the door behind him and flipping the latch, he moved up the stairs, his body tired and mind exhausted. He had tried to forget about everything tonight. He'd went to a bar with Mark and a few other buddies and had did his best to focus on being carefree and having a good time. But it was no use. Everything reminded him of Meredith. The tequila one of the guys kept downing. The song on the radio in the background. Everything.

Even when his friends had turned their attention from the game of pool they had been playing to a group of girls across the bar, Derek couldn't help compare each one to Meredith. And not one of them could hold a candle to her.

He was frustrated. She had done her best to avoid him all week. Ever since their second kiss. The amazing heated angry mind blowing kiss. He was beginning to think Meredith had ruined him. No way could he ever kiss another girl again. At least not kiss another girl and feel the things she had made him feel. She had quickly turned him into a hopeless romantic sap; believing in soul mates and happily ever after's that he'd never given a second thought to before. He was through.

But what hurt the most, what frustrated him to his core, was that there was nothing he could do about it. He couldn't pursue her. It was wrong. She was young and innocent and he'd be taking advantage. As much as he wanted her with every ounce of his body, he'd have to be patient. He'd have to wait until she made up her mind. As hard as it was, he'd have to be the good guy.

As Derek reached the top of the steps, he turned to head to his room when a sound stopped him in his tracks. He listened for a moment, furrowing his brows in confusion as the sound of a girl singing filled his ears and he racked his brain for an explanation. He took a step closer to the noise, the voice apparently coming from the guest room, when understanding dawned.

It was Friday. Meredith was staying with them for the weekend. As often as Meredith had been on his mind that week, the small fact that he would be living under the same roof as her for two glorious days had suddenly slipped his mind.

Curiosity getting the best of him, Derek moved further down the hall, her sweet voice pulling him in like a lure. He listened at the door a moment, holding back a chuckle as he waited for her to finish the chorus.

"Few times I've been around that track and it ain't just gonna happen like that! Cause I ain't no hollaback girl! I ain't no hallaback girl!"

Not being able to resist any longer, he slowly turned the knob and pushed the door open quietly, his smile slowly disappearing as his eyes rested on her. She had her back to the door and was scantly dressed in a thin grey tank top and small pink striped panties. Her tanned, firm body moved evenly to the unheard rhythm coming from the ipod strings tucked carefully in her ears.

Derek couldn't move. All humor forgotten as his eyes darkened and pants tightened. She was perfect. Everything about Meredith was perfect.

Suddenly, without warning, she turned and their eyes locked. Something was exchanged in the look that made Derek forget he should be embarrassed for watching his best friend dance around in her underwear; and Meredith forget she should be surprised to turn around and find him watching her, eyes full of lust.

Using purposefully slow movements, Meredith reached up and unhooked the listening devices from inside her ears and carefully sat the device on the dresser. With out breaking eye contact, she crossed the room to Derek, very aware his eyes were slowly exploring her body, the deep look of desire on his face almost too much for her.

She stopped only inches from his body in the doorway and tilted her head seductively, knowing very well what she was doing.

"Is there something I can do for you Der-bear?" She asked softly, enjoying the way he squirmed, her heart racing in her chest.

"Umm…uh… no.." Derek whispered, barely able to choke out any words, not removing his eyes from the thin material unable to conceal her hard nipples.

"Well then…" She said softly again, this time moving her fingers to rest gently on his chest. "Good night." She smiled, pressing gently, causing him to take a couple steps back out of the room.

Before he knew what had happened, the door was closed and he was left in the dark hallway, his breathing heavy and pulse racing. He sighed and shook his head, heading towards his bathroom knowing that a cold shower was definitely in order.

Meredith leaned against the closed door, catching her breath. She leaned her head back and sighed. That was one of the hardest things she had ever done in her life. He had wanted her. She was sure of it. At least she thought she was. He had wanted her hadn't he? What if she would have kissed him? Would it have led to more? Would he have let it? Would he shut her down if she tried to take things further?

She wanted him. So bad. But she was scared. She didn't think she could handle rejection. Not from Derek. She shook her head and flipped off the light, leaving the room in darkness as she crawled into the soft guest bed. She needed sleep. She needed to go to sleep and forget about the way his eyes had looked at her approvingly, the way they had darkened and swept over her, lingering at her curves. She just needed to forget Derek all together.

Three hours and passed. One hundred and eighty minutes and Derek had yet to get a wink of sleep. He'd taken two cold showers, tried to read an old math text book he'd found under the bed, and even went as far as watching an old episode of Mr. Ed to get his mind off of Meredith. But it was to no avail. Nothing worked. Every time he closed his eyes he could see her beautiful body swaying to the music. Every time he took a breath in he could smell the flowery scent of her hair. Every time he mistakenly moved his tongue across his lips he could taste the kiss of days ago.

It was torturous. Pure agony. He had heard his parents come home and go to bed hours ago and knew Meredith must be sleeping as well. Just down the hall. Only feet away. He wondered if she'd sleep in her tiny tank and panties or if she was one to sleep naked.

Derek groaned and got out of bed, jerking the covers away in frustration. Another cold shower, he needed another cold shower.

Twenty minutes later Derek emerged from the bathroom that connected to his room. The shower had helped. Kind of. At least now he could say he was really clean.

He stepped into his room, a thick white cotton towel tied around his west, another towel in his hand, vigorously rubbing the water out of his raven locks. The sound of his door opening caused him to turn around in time to see Meredith slip swiftly in, closing the door quickly behind her and turning the lock.

They stared at each other, eyes locking, breaths catching. Meredith couldn't help but let her eyes wander down, falling across the beads of water on his strong defined chest. The lines of his stomach interrupted by a small wisp of dark hair, starting only below his navel but trailing down disappearing under the towel that sat dangerously on his hips.

She watched silently as he moved the towel he was drying his hair with down slowly, his tanned biceps flexing inadvertently. She bit her bottom lip softly, desperately trying to recall the speech she had just spent the last three hours rehearsing in her head.

Derek's eyes searched Meredith's body. She still wore the tempting grey tank top but had pulled on a soft pair of green sweat pants, the words PINK in yellow letters running up one leg. They rested low on her hips, her flat tanned stomach peaking out from between her pants and tank.

Finally Meredith spoke, the charged silence being shattered. "I couldn't sleep."

Derek waited a moment before answering. "Neither could I."

He watched her curiously as she crossed the room, passing Derek to sit on the edge of his bed, delicately, like she was testing out the mattress.

"So I've been thinking…" She said, finally meeting his eyes.

Derek's heart began to pound as he watched her stand again, this time crossing the room to stand directly in front of him. He swallowed a few times, her feminine aroma invading his nostrils and the urge to touch her almost too great.

"…I think you should be my first."

Derek blinked. He struggled with every ounce of will power to keep his emotions in check as he forced himself to think rationally. As bad as he wanted her. As bad as he needed her. He didn't want to take advantage. He needed to be certain she was sure.

"I don't know Mer…" He voice was low and husky, his desire breaking through.

As he searched her eyes for answers, something changed. The beautiful green he had grown up with suddenly darkened and became smoky, her lust mirroring his becoming almost too much to resist.

She took a step closer, now only inches away as she moved her arms around his neck, pulling him down to meet her mouth. Her lips pressed hungrily against his and as she moved her hands to his damp hair. She forced her tongue into his mouth, going weak at his taste and loosing any nervousness that had accompanied her into the room. Derek moved his arms around her, pulling her close, her small body pressed tightly against his.

A soft moan escaped Derek's mouth, causing him to pull away, desperately trying to catch his breath as he looked down into her eyes. He only hesitated a moment more before finally asking, knowing there wasn't going to be any turning back after a minute more.

"Are you sure Mer?"

Meredith's eyes were on fire as she nodded, not saying another word. She took a step back, closer to the bed and kept her eyes locked on Derek as she raised her arms above her head for him to remove her shirt.

All hesitation was gone on Derek's half as he stepped forward and quickly obliged. His strong fingers found the bottom hem of the thin material and he lifted it gently up and over her head, carefully dropping it to the side, his eyes not leaving the new site he had just uncovered.

His eyes followed the soft delicate skin over her full curves, keeping his attention on her contrasted color of her nipples, hard and ready to be touched.

Derek could stand it no longer as he moved his hands up her stomach and took a breast in each of his hands, feeling himself grow harder and harder by the second as he massaged and caressed, letting his thumbs tease the peaks, enjoying the way her body leaned into his touch, aching for more.

In natural instinct, Meredith moved her hands across Derek's chest, her small fingers tracing the curves of his muscles, stopping to pinch his own nipples before moving down lower, exploring each line of his defined abdomen. She hesitated a moment at the knot of his towel before pulling lightly and loosening its hold, excitement shooting through her as the white cotton fell, exposing his hard erect member before her.

Derek watched Meredith's face with a smile as her eyes held on the part of him that was newest to her innocence. He moved his hands up to her face, cupping it gently in both hands and pulling her in for a passionate kiss. When he finally released her, he stepped back and noticed her eyes traveling south again.

"You can touch me Mer." His voice was low and sent chills up and down Meredith's spine.

She bit her lip nervously before feeling Derek's large hands embrace hers, bringing her to his hard shaft and moving her soft fingers up and down the length, showing her how to please him. Meredith was a quick learner and soon took over, their lips meeting again as she explored his parts. She grasped the tip and cupped him with her other hand, causing Derek to have to take a breath to remain in control. As their kiss continued and her skillful hands explored, he moved his hands back on her body.

They moved expertly down her body, across her smooth stomach, coming to the elastic band of her sweats where he didn't waste any time moving past to find she wasn't wearing any underwear. Nothing stopped his hands as he moved them down and slipped them between her legs. His fingers found her wet, more wet than he could remember any other woman being for him and he moaned.

"You're so wet Mer." He whispered into her.

"I'm sorry." She whispered back, her innocence turning him on even more.

"No baby. That's good. Real good." He whispered again, his finger quickly sliding into her, causing her grip to tighten in pleasure and a moan of her own to follow.

Derek studied her face as he moved his finger in and out, taking care to be extra gentle and watch her face for any sign that he was moving to fast. All he got was quiet, satisfied moans and eyelids halfway closed accompanied by a small smile. He took it as an indication to keep going and so he moved his finger out and explored her innocent folds, coming to rest on a spot she wasn't even sure she knew existed before this moment.

He moved his fingers carefully and flawlessly, causing Meredith to move her hands back up to his arms, gripping his biceps in her fingers as she dug in her nails. Her body arched and thrashed, the sensations almost too much, almost too real as she begged Derek to keep going.

Derek waited for her to finish her orgasm, smiling at her flushed complexion and feeling a sense of satisfaction that it was he who had been the one to give her her very first. Meredith moaned in protest as he removed his hands from her pants, wanting to keep going, not wanting to wait a minute longer.

He chuckled, covering his lips with hers as he backed her to the bed, causing her to sit on the side and look up into his eyes. He stood in front of her, running his hands through his hair as she grasped his shaft again.

"Don't worry baby. We've only just begun."

Derek gently shoved Meredith back, pressing his hand against her bare shoulder. He helped her slide off her soft pants as she continued to scoot, laying back on one of Derek's pillows. He couldn't take his eyes off of her now naked body as he moved to the dresser, opening the drawer and shuffling around a moment before joining her on the bed. He lay next to her, stroking her hair as they became lost in each other's gaze.

This was perfect. Neither could believe how right this felt. Derek leaned in and kissed Meredith's lips again, exploring her mouth with his tongue and finding the need to be inside her more intense and more powerful than he had ever experienced in his entire life.

He pulled away to search her face if she was ready. He would be patient, he would take things as slow as she needed to, but the look in her eyes and the pleading on her beautiful face told him she was ready. It told him that all the extreme feelings coursing through his body were felt by her and that it was time. It was time to become one.

Derek moved up on his arms, hovering over her as she pulled the small square wrapper he had retrieved from the dresser from his fingers and tore the foil easily, removing the condom.

"Glow in the dark? Seriously?" She giggled, raising her eye brows.

"It's all I have. Are you complaining?" He asked nuzzling his lips into her neck, kissing a trail down to her breast.

"No." She gasped as he took a nipple into his mouth, igniting her fire all over again.

She moved her hands over his body, across his firm glutes, squeezing them before returning her attention to his member, finding it hard and ready. She positioned the condom over the top and rolled it gently on.

Not being able to wait any loner, his mouth trailing down to her opening and using his tongue just as masterfully as he had used his fingers, Meredith called out.

"Derek! Now."

Derek moved back up, covering his lips with hers and gently reminded her.

"Shhhh…we need to be quiet baby."

"I'm sorry." She whispered back, her insides on fire, ready to erupt. "Please… make love to me Derek."

Derek obeyed, shifting himself so his tip gently pressed against her opening. That simple sensation was enough to practically throw her into another orgasm as she gripped the cool sheets of Derek's bed.

He moved slowly, carefully, inching his way into her deliciously tight opening.

"Just keep your eyes on mine Mer. It'll be okay. I'll go slow." Derek soothed, watching as she squeezed her eyes shut in pain as he fully entered her.

He waited a moment until her face relaxed and she nodded her head for him to continue. Derek used slow deliberate movements as he entered and retracted, her hot muscles tight around him, making it difficult for him to hold back.

Derek watched her as soon the pain seemed to be completely gone and her body began to move against his, arching herself up against his body, causing his thrusts to increase in pressure.

Soon they were moving fast, breaths heavy, gasps desperate as they filled each other with never before experienced pleasure.

She eagerly bucked to meet his thrusts as she grabbed on to his back end to push him further into her, not being able to get enough. The sound of her quiet moans drove him insane and just as he thought he could take it no longer he heard her cry out.

"Oh my…Derek… I think I'm going to … again…" She gasped, her hands found his back and dug into his flesh.

He moved his mouth over hers to stifle their screams of ecstasy as they both came, muscles contracting and juices flowing.

It seemed the incredible orgasms lasted forever, by the time they both came down from the high, they were covered in a light sheen of sweat and gasping for air.

Derek fell to her side and pulled her close, burying his head in her hair and kissing it. Meredith wrapped her small arms around him, clinging on to him for dear life, never wanting to let go and never wanting to forget what she had just experienced. She had no idea sex was going to be so good. So amazing. Her heart was pounding in her ears and her chest rose and fell against Derek's in quick succession.

"Derek that was incredible." She gasped, still unable to wrap her mind around everything that had just happened.

"Mer… you have no idea."