This chapter is pure unadulterated fluffy ball of cheese with some added sex appeal. The resort they are staying at is a real resort on the Italian coast that I found by pure happinstance. My hubby and I missed our flight back from Rome and the next one we could get on wasn't for two days. What's a girl to do? Go to the beach of course! The concierge directed us to this hotel and boy was I ever thankful. I couldn't NOT have Mer and Der go there. Embrace the cheese!

Recommended Soundtrack: 'Save Me' by K.D. Lang

Save me

Save me from you

But pave me

The way to you

Lead me upon the captive free

Gracious and tame like love can be

Lead me upon

Meredith and Derek sit side by side on the train to Sperlonga, sitting in the face forward seats. There are two rear-facing seats in front of them, but they are empty. In fact, the entire car seems deserted. It is pretty late. They are on the last train of the evening to Sperlonga, the late summer sun starting its descent in the sky. Derek sits near the window staring out at the rural scenery. Meredith sits beside him in her one remaining serviceable piece of clothing. They have no luggage. Meredith has her bag and a shawl Izzie lent her for the chilly evenings. Derek has his wallet and a heavy heart.

"You know, just because I'm coming with you, doesn't mean I'm not still mad at you." Meredith says with crossed arms after they have sat in silence for who knows how long.

"I can deal with that." He tells her with a soft smile, a small amount of the old twinkleness making itself known.

Derek doesn't know what he has done to deserve her agreeing to come with him. He had really expected her to storm off and refuse to ever see him again. It had been a desperate plea to spend the last day of her vacation with him. He didn't even want to think about what kind of person it made him, cheating on his fiancé days before the wedding. But right now he didn't really care. Meredith sits next to him in her little floral dress, a shawl wrapped around her shoulders, her hair down and wavy, looking more Italian than he thinks she's even aware of. Her arms are wrapped around herself in piqued protection, but she can't help giving him a little half-smile at his comment.

He starts to think of something very naughty, and tells her, "I could try and make it up to you."

Her head slowly turns toward him and she regally lifts one eyebrow in a questioning manner. He only smiles back at her naughtily and tells her to, "Come here."

"Come where?" She asks, both her eyebrows rising in disbelief.

"Come sit on my lap." He insists, patting his thigh in the process.

Meredith looks down at his hand, then up to face, and comments glibly, "I don't see how that would make it up to ME."

"Just come here." He says impatiently, then adds, "If you come here, I'll show you."

Meredith takes a sweeping look of the compartment, sees no one, so then turns to tell him with untrusting eyes, "Fine."

She gets up from her seat and then turns to set herself against the side of the window, resting length-wise on his lap and asks, "Now what?"

"Now I'm going to kiss you." He tells her as he bends over to capture his lips with hers, holding her in place with a hand to her outside shoulder.

Spoil me

Spoil me with you

And sell me with the world of you

Watch over me with a mother's eyes

Judging my worth only to glorify

Watch over me

He feels her hesitate for a moment, but then relax. He puts his lips to hers and just lets them relax there for a moment, drinking in the softness. He tentatively opens his mouth and swipes his tongue along her closed lips. Her lips open of their own accord, and their tongues meet in happy remembrance. He sits up a little straighter, without breaking their kiss repositioning her so that he has more movement. She lies relaxed, letting him move her around as she meets his lazy kisses.

He takes the hand that was holding on to her shoulder and slides it down and under her arm to cup the side of her breast. He hears her sigh in the back of her throat, but doesn't stop the slow playful perusal of her mouth or her chest. He moves his hand around to cup her entire breast, lightly pinching down on her nipple. In retaliation, she bites down on his lower lip. He laughs deep in his throat and retaliates back with a tight squeeze to her entire breast. She sucks in her breath hard, and he knows that he has her exactly where he wants her to be. She surprises him though by moving her free hand around to pinch his own nipple.

"Hey!" He yelps in surprise, pulling himself away from her to smile down at her.

Her eyes only shine back at him though, her lips trembling in suppressed laughter. "What? You didn't like it?" She asks with raised eyebrows and a saucy expression.

"I didn't say that." He responds coolly, and then his gaze dips down to an object that he has long wanted to separate from other parts of her clothing: her top button. Um, and maybe a couple of other buttons too.

He reaches out with his free hand and pops the first button open, to only have her place her free hand over it and ask, "And just what do you think you're doing?"

"What does it look like I'm doing?" He asks with a chuckle.

She glares at him and says in a low whisper, "We are on a train, Derek." But her hand relaxes.

"I know." He says naughtily, already moving her hand aside to release the next evil button. She continues to glare at him, but she lets him move her hand aside. And she watches as he unclasps the next button. A few more follow, so he flips back the now two halves to reveal her bra-enclosed breasts.

Save me save me

Save me save me

Carry

Carry me through

And bury all my doubts of you

Clothe my desire with spell or prayer

I'll shroud every sign of need I swear

Clothe my desire

The sun is setting outside, the clear blue of the sky turning to mauves and umbers as they hurtle along on the train, but all he sees is the cool mounds of her breasts. He brings his hand up to gently draw his finger across the top of her right breast and says teasingly, "I could stop if you want me to."

"Don't you dare." She orders than closes her eyes and rests her head gently against the window.

That's about all the permission he needs. He smiles a little to himself and drops his fingers down to pull her breast out of her bra. He sees her give a little smile and then repress it, so he bends forward a little more and takes her in his mouth. She sucks in her breath as his lips meet her nipple and he has to stop himself from shifting himself around in his seat. He takes his free hand and wraps it around her thigh. Working his hand up her leg, underneath the fabric of her dress as his tongue makes its way across her breast. His hand almost to the line of her underwear, when an announcement in Italian comes across the train audio:

"Sperlonga, next stop."

He groans and lets his face fall forward onto her chest.

"What?" She asks, confused from not understanding the announcement.

"It's our stop." He mumbles into her chest, not quite willing to get up just yet.

"Oh." She answers in a little disappointed disgruntled syllable.

He finally makes himself sit up though and starts to re-button her buttons. She silently watches him redo them, but then offers laughingly, "Are you sure we don't want the next stop?"


They finally make it to the Hotel Club Torre Capovento. Usually they would have had to have waited for the city bus to make its way to the little train station and cart them along through the fields of tomatoes to the town center and then catch the hotel car to the hotel. But there were perks to your family owning the place. Derek just calls them up, a car is sent, and within the hour they are off. The driver is a little confused by their lack of luggage, but after a hefty tip from Derek, he is perfectly glad for the lighter work load.

They sit in the back seat of the car smiling at each other, trying to keep their hands off of each other. Every once in a while Derek will try to scoot up her skirt with one tiny finger, but Meredith will smack his hand and teasingly glare at him. Shortly they make their way past the town. The ocean can be heard pounding down below the cliffs. It is too dark to see anything though. Only a black nothingness spreading out as far as the eye can see.

The car glides along for a few minutes down a windy cliff-top road, through a short tunnel, and then they are turning down a small dirt lane. The car comes to a stop before a little stone building, and the car door is opened on Meredith's side. She gets out and stretches and instantly falls in love with her surroundings. It's dark out, so she can't see much, but what she can see is just perfect. The entire tiny resort is built into the hill-side, levels of stone buildings and landscaping leading down to the sea. She can make out a bigger building that must be the dining area, and many open areas that must be gathering places. Connecting and intertwining all of this is stone paths and walkways made of the same stone as the buildings. All of it set up to highlight the dark watery mass that is rising and splashing not 500 ft in front of them.

Derek comes around from the other side of the car and slips his hand around her waist. She turns to smile up at him and he places a tender kiss on her brow. The driver walks around Derek and says, "I can show you to your room now."

They both smile at each other again, with pure happiness, and follow the driver. Derek even grabs her hand as they walk along the silent path, the only sound the three sets of feet hitting stone and the ocean crashing down below. They don't have far to walk. The driver opens the first door of a string of rooms on a neat little bungalow building. He jingles the key in the lock, opens the door, and steps aside. Derek calls out "Grazie", and they step inside.

The room is nothing but a double bed, the usual hotel furniture of side tables, dressers, and mirrors, and a bathroom. Luxurious by European standards. A cute little beach bungalow dressed up with a hint of luxury. Meredith and Derek stand looking at the small room, then take a look at each other, and Derek asks, "Would you like to take a walk on the beach?"

"I would love to." Meredith answers back thankfully. For some reason now that they are here she is somewhat nervous. Before they had been drunk, everything had just happened. The train had just been naughty. Here you could feel the romance in the air, almost as if something was expected.

They both head back out of the doorway, Derek pocketing the key, and set off back down to where they had come in. Derek grabs her hand and squeezes it warmly, prompting her to look up from her newfound fascination with the pavement.

"So if your family owns this place, you must have come here a lot." She comments, suddenly a bit shy.

"No, not really." He responds back, sensing her sudden shyness and playing along. "We weren't even aloud in the country until about five years ago. When I came out here a couple of months ago, I did a tour of all my father's business properties and this was one of them. I've only been here a few times, but I always can't wait to come back." He tells her as they stroll down the stone path, past the stone booth they parked by, and down the lane onto the beach.

"I can see why." Meredith says in awe as the view of the water and the greater beach starts to come into view. Down the beach to their right she can make out the lights of Sperlonga proper up on its cliff top. Off to their far left a point juts out into the ocean, creating a natural privacy to the little resort.

They mutually decide to walk toward the jut, keeping their hands tightly clasped, making their way over the lightly packed sand, the waves crashing in their age old rhythm, and the stars twinkling overhead.

They walk along in silence, relishing the feel of the salt in their lungs and the coolness of the ocean breeze brushing their faces, when Derek suddenly asks, "Why did you agree to come with me?"

Meredith turns to look at him and then out to sea. She knows what he is trying to ask, but she doesn't know how to answer. After a few minutes, she turns back and answers, "Why did you ask me to come?"

"Fair enough." He says with a laugh and then changes the subject with, "Okay, enough of that. What I really want to know is what exactly Finn did to deserve getting dumped at the airport. I'd like to know it wasn't too bad of an offense, so I can send him a thank you card."

"You are horrid!" Meredith utters in mock horror, her laughter giving her away though.

"No, I'm serious." He says as he swings their clasped hands back and forth like a little kid. "I want to know what was so bad that he got uninvited from a trip to Europe." He says with relish.

"I already told you. He agreed with my mother." Meredith tries to answer vaguely.

Derek isn't going to take any of that though. "Oh, no, no, no. I want the WHOLE story."

Meredith sighs hugely and says, "Fine. I told you about the whole thing with my mother, right?"

"Right."

"Well, we're waiting in line for security, me bitching about my mother. As I have every right to after she tells me something like that, right?"

"Right." Derek agrees again.

"And he turns to me and says, 'Well, is surgery really what you want to do anyway? You're always complaining about how much you hate how much time your mom spends at that hospital. Maybe you should think about maybe doing something else'."

Derek lets out a long sympathetic whistle and says, "Poor bastard."

Meredith doesn't even hear him. She keeps ranting with, "I don't even know what came over me next. I just saw red. There was no way I was going to spend the next two weeks with someone who said that to me. When we got out of security line I told him the wrong gate number, told him I'd meet him there after I got a cappuccino, and haven't seen him since."

Silence. Meredith looks over to see Derek staring straight ahead clenching his lips together. But then he sputters and a great huge laugh comes pouring out of him. He stops walking and doubles over. Meredith yanks her hand out of his and puts both hands on her hips in affronted dignity. Derek just keeps on laughing. He even falls over onto the sand and continues to laugh from his sandy perch.

"What is so funny mister?" Meredith demands with a small kick to his leg. She can't help the small giggle that manages to bubble out of her though.

"Oh my God. You just left him there." Derek gets out between laughs, as he tries to wipe the tears from his face. "That is priceless!"

"It's not that funny." She insists from her standing position over him, trying to suppress the laughter that she can feel trying to escape.

"Yes, it is." Derek counters, having calmed down a little bit. This only gives him leeway to grab her hand though and pull her down onto his lap. She readily complies and soon finds herself being kissed by a very happy man. He soon lifts his lips from hers though, to say, "Remind me never to make you mad though."

"Why?"

"There's no telling where I would end up: Timbuktu, Shangrila, your mother's house." Derek kids.

Instead of laughing about it though, Meredith suddenly gets kind of serious. "I feel really bad about it now though. He was really only trying to help me, I realize now, but he just made me so mad!"

"Hit a nerve, did he?" Derek asks gently as he maneuvers her around to sit between his legs and she rests her back against his chest.

"Yeah." Meredith agrees simply, not elaborating. Derek doesn't say a word though, just lets her ruminate. She sits silently watching the ocean for a few minutes, letting the waves crash and foam over and over, until she turns her head around and asks, "What if I don't have what it takes?"

Derek looks into her troubling eyes and squarely says, "But what if you do? How will you know if you never try?"

Meredith stares back, trying to determine just how honest he is being. She can see it in his eyes that he means everything he is saying. How would she ever know?

She's not going to solve anything right now though. She stares into those deep blue comforting eyes and asks, "Do you want to go back to the room now?"


Recommended Soundtrack: The First Taste by Fiona Apple

"Do you have to ask?" Derek responds jovially with a sultry amused tone all rolled into one.

Meredith laughs too, but the much louder sound of her stomach protesting its lack of food fills the air instead.

Derek looks down at her stomach with amused wide eyes and says, "I think your stomach has other plans though."

"Well, I haven't exactly eaten anything since breakfast. I wasn't really that hungry today." Meredith answers, Derek knowing by her voice that it was because of him.

He thinks for a moment, and then declares, "Well, we're just going to do something about that, aren't we? Here's the key. You go on ahead. I'm going to go up to the kitchen and see what I can scrounge up."

"Sounds good." Meredith agrees, taking the key from his hand.

"Be right back." He tells her with a peck on her cheek and turns to jog up one of the many beach paths.

They hadn't really walked that far. They had only really been strolling along, enjoying the beauty around them. So consequently, Derek doesn't have far to jog. He comes up the back door of the patio restaurant and thankfully spots a light on.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Donna bella!" Derek calls from the other side of the closed door. His hands are full of containers and wrapped up things, so he can barely see anything, let alone open the door.

Meredith yanks open the door and laughs. "Did you raid the entire kitchen?"

"Well, I didn't know what you wanted. So I got a little bit of everything." He says as he carefully maneuvers his way into the room. He hears her close the door behind him and waits for her to walk over.

She grabs the top thing off of his pile, and comments, "Oh, what's this?"

"Something for later." He tells her, grabbing the covered bowl back from her and placing it on the bed. "How about helping me with these?"

"I guess so." She laughingly answers back, and starts to take each thing off of the top of his pile and lay it out on the bed.

Once his arms are empty, he sits down on the bed and points to each one as he says, "The kitchen was closed, so most of this is breakfast stuff. There's some pomegranates, some croissants and jelly, grapes, meats and cheeses, olives of course, something for later, and, oh, I almost forgot, this." He says as he pulls out a ball of red wine that he had stuffed in the back of his pants.

"But we don't have any glasses." Meredith responds logically.

"I knew I forgot something." Derek reprimands himself but still pulls the corkscrew from his pocket. "Oh well, will just have to wing it." He decides as he plops in the corkscrew, twists the cork out, and pops open the bottle. He takes a big swig right from the bottle, swishes the liquid around in his mouth, and sighs in appreciation. "Good stuff. Your turn." He tells her as he offers her the prized bottle.

She hesitantly takes the bottle, tilts the bottle up a little bit, and takes a tentative sip. She seems to like what she tastes though, because she takes an even bigger sip and makes a little "Mmmm" sound in her throat. Derek pauses for a second to appreciate the site before him and finds himself suddenly hungry for something a little more substantial then food. He has to let her eat though, and he is a bit hungry himself, so he grabs a pomegranate from one of the bowls and splits the tasty fruit in half with his thumbs. He bites down to suck the seeds from the tasty fruit and can feel the sweet juices pouring into his mouth.

He looks up to find Meredith watching him in rapt fascination. Interesting. "Do you want some?"

"What is that?" She asks instead, still focusing on his berry-ripened lips.

"You've never had a pomegranate before?"

She just shakes her head no, so he offer a half up to her and says, "You should really try one."

But instead of taking it, she scoots over next to him, says, "I think I like yours better," and leans in to kiss him. He has no problem with that. Their mouths fuse together like they've never been apart, tongues mating and exploring in mutual accord. Meredith pulls apart from him though and says, "Mmm, tastes good."

He can do nothing but laugh. He soon gets a very wicked idea and rubs the fruit right along her cheekbone. He soon follows the line of juice shortly thereafter with his lips.

"Mmm, good." He says as he laughs into her chin. She giggles at the scruffy feel of his tongue along her jaw, the sound only urging him to spread the juice even further along her neck and on down to her collar bone.

"Hey, this is my only remaining piece of clothing, you know." She reprimands, as the juices start to drip down toward the fabric.

"I can fix that." He says as he puts the two halves of the pomegranate down and starts to unbutton the top buttons of her dress.

"Fairs fair." She counters wickedly, as she returns the favor to his white linen shirt.

He quickly releases the buttons running down the front of her dress, and she soon has the same thing accomplished on him. He patiently waits for her to remove the two halves from her dress, and then for her to pull his shirt past his juice-covered hands. He looks at the petite little bra and panty encased form and decides he's not going to wait until later. He reaches for the mysterious bowl, tosses the cover off, and announces, "I think we need something a little sweeter."

He scoops up a large dollop of whipped pie filling and presses it up against her lips. She takes the proffered offering and sucks it off of his finger. God, he could have cummed right then. But he doesn't. He can definitely feel himself becoming rock hard though. She doesn't notice. Or does she? She just scoops down with two fingers and offers him the same treat. He's about to bite down on the fluffy sweetness, when she changes course and smears the entire contents up the side of his face. And starts giggling.

"You are so not getting away with that." He growls as he takes a big handful and smears it all along the tops of her breasts. He even tips her backward onto the bed and starts lapping up all of the filling, running his tongue in long strokes across her naked flesh. She keeps on giggling under his ministrations though, until he flips down the cups of her breast and licks it right off of her areola. Then she sucks in her breath and lets out a low moan.

"Oh God." He doesn't even realize he says it out loud as he raises her to capture her mouth in another kiss. Their mouths meet again and his tongue is suddenly tasting all there is to taste of her. He catches the mild tangy sweetness of the pomegranate, the extra sweetness of the pie filling, and something that is essentially Meredith. She presses right back up against him, meeting kiss for kiss just as passionately as he, and he must suddenly have all of her. He slides his hand down the length of her body and meets with the cool wetness of her readiness. Her hips rise to meet his hand and she lets out a small moan in the back of her throat to let him know that she likes it. There's no way he can wait any longer.

"Meredith?"

"Yes?" She answers breathily.

"I have to be inside of you right now."