Happy Thanksgiving to those who celebrate! Thanks for all the great reviews :) I hope you all enjoy the update!

Meredith shifted uncomfortably in her seat, trying her best to ignore the way Derek was gently massaging her thigh. He'd somehow come up with the idea that paying attention to the professor as he lectured about brain synapses and the functions of the frontal lobe was unnecessary, and it was much more fun to watch Meredith squirm as he slowly tried to turn her on.

"Derek," she hissed as he leaned close to her and nibbled gently on her ear.

"Hmmm?" he whispered, not letting go of her ear.

"Class, we're in class," Meredith stated as she tried to move away from him and write down the notes from the board.

"I know," Derek whispered huskily. "I missed that last part, I need to get your notes."

Meredith rolled her eyes as he leaned close, pretending that he was looking at her notes as he moved his hand to the waistband of her jeans, gently brushing against the sensitive skin just below her belly button. "Derek, seriously," she hissed, ignoring the shivers that ran down her spine. "If you ever want to do that, I'd suggest that you stop right now."

"Hmmm," Derek sighed. "I think you like it."

Meredith closed her eyes and breathed deeply, trying to ignore the feelings of arousal that were surging through her body at the feeling of Derek's rough fingers against her skin. "We have a test next week."

"I'll help you study," he murmured in her ear.

Before Meredith could respond, she noticed people standing up and moving towards the door, and breathed a sigh of relief as she realized that class was over. She pulled away from Derek as she shoved her books back into her bag, shooting him a dirty look. "I hate you," she declared.

Derek smirked as he slid his own books into his backpack. "You do not," he replied.

"I do," Meredith said with a firm nod, turning to walk out the door. "Hate, Derek."

"You liked it," Derek said. "I could tell by your eyes."

"My eyes?" Meredith asked.

"Yeah," Derek said, grabbing her arm to pull her close to him, his eyes glazing over with a look of pure adoration. "They turned dark green, and I could just tell…you want me."

Meredith rolled her eyes. "I'm not going to argue with that," she said. "But I'm not going to let the first time we do that be in the middle of class."

Derek paused for a moment. "So after we've done it we can do it in class?" he asked.

Meredith smiled coyly. "We'll have to wait and see about that," she said as she slid her hand into his, lacing their fingers together.

"Well, I can't wait until that day comes," he said with a smile.

Meredith smiled as they reached the cafeteria, grabbing trays as they walked through the food line. "You're being very patient, Derek, and I appreciate it," she said as they sat down at a quiet table in the corner.

Derek flashed her a smile. "I'm going at your pace, Mer," he reminded her quietly, in what had become his mantra in the past couple weeks since they had decided not to see other people.

Meredith smiled as she reached across the table to squeeze her hand. "Soon, Derek," she promised gently. "I'll be ready soon."

XXXXXX

"Where's he taking you again?" Addison asked as she watched Meredith pull the last of her curlers out of her hair.

"The Italian place down the road," Meredith replied. "He said they have the best lasagna in town."

Addison smiled softly. "He really takes into account what you'll like," she said. "It's sweet."

"I know," Meredith said as she fumbled with the bracelet she had just fastened around her wrist.

"You're nervous," Addison stated.

"I am," Meredith nodded. "He wants…I mean, I think tonight's the night I'm…Derek and I…are going to do…things."

Addison's eyes widened, but before she could say anything, there was a knock at the door and Derek poked his head in. "Hey, guys," he said. "Are you almost ready to go, Mer?"

Meredith nodded as she reached for her coat. "Yeah, I'm ready," she said with a nod.

"You okay?" Derek frowned, noticing her distracted behavior.

Meredith nodded as she flashed him a nervous smile and grabbed her purse. "Yeah, I'm good," she said. "Bye, Addie."

"Have fun," Addison said with raised eyebrows as Meredith glanced at her over her shoulder.

"You sure everything's okay, Mer?" Derek asked as he slid an arm around her waist. "You're awfully quiet."

"Yeah," Meredith said. "Sorry."

"It's okay," he said gently. "I just want to make sure you're okay."

The drive to the restaurant was quiet, with Meredith brooding over what they were going to do after dinner, and Derek worrying that something was wrong. She gripped his hand tightly as they waited for their table to be ready, and smiled gratefully when he pulled her chair out for her, but he could still tell that there was something bothering her.

"So," Derek started awkwardly, hoping that somehow they would get back to their usual rhythm and lose the nervous atmosphere that surrounded the two of them."

"So," Meredith replied nervously, her hand playing over her fork.

Derek sighed as he reached forward to take her hand. "Mer," he said softly. "Please tell me what's wrong."

"Derek, I'm fine," she sighed. "Just nervous. About tonight…after the date. Because I promised you things."

"Oh, Mer," Derek breathed. "Don't be nervous. I'm fine with waiting."

"I know," Meredith said. "I just…it's the whole first time thing and I don't know what to do…"

Derek squeezed her hand gently to calm her down. "It's okay, Mer," he said softly. "Let's just enjoy dinner and think about tonight later."

"I can do that," Meredith said softly, a smile playing on her lips.

The rest of the dinner was calm and relaxing as the two of them gently teased each other and stole food from each other's plates, enjoying each other and the soothing atmosphere. When Meredith finally finished her cheesecake, Derek took her hand and led her back to the car, each of them anticipating what was about to come when they got back to the dorm.

Meredith gently unlocked her door and smiled when she found an empty room, turning to Derek. "You want to come in?" she asked gently."

Derek smiled as he gently ushered her inside and turned on her bedside light. "It's okay, Mer," he said. "It's just me."

There was a long silence in the room as Meredith stared at him for a moment before she suddenly threw herself into his arms, kissing him passionately. He was surprised at first, but he quickly responded as he ran his hands up and down her spine and gently walked her towards the bed. "Mer," he breathed into her mouth as he gently slid the zipper of her dress down and eased the straps off her shoulders.

"Derek," she breathed, feeling her body begin to tremble as his fingers trailed over her bare skin, stopping to undo her bra before gently sliding it off and moving his mouth to kiss her skin.

Meredith gently reached up to undo the buttons on his shirt, sliding it over his shoulders as she let her eyes roam over his chest before moving lower to the tenting in his pants. She swallowed hard as she reached for his belt, gently undoing his pants and watching as he stepped out of them, her eyes widening at the sight of him naked before her.

"It's okay, Mer," Derek said gently. "You can touch me." She looked at him hesitantly for a moment before he took her hand and gently guided it to his erection, helping her to stroke him and fully develop his erection.

Derek gasped as she quickly took over, learning quickly what it took to please him. "God, Mer," he groaned. "You're amazing." He pulled her close and pressed his lips against hers in a hot, passionate kiss.

They sank onto the bed together, Derek propping himself on his elbows above her as she wrapped her arms around his neck. "You okay, Mer?" he whispered. She nodded as she leaned forward to press her lips against his and moved her hips up to his, signaling him she was ready. "Please," she whispered, gasping when he finally sank into her. She squeezed her eyes closed as she felt a sharp pain rush through her, and Derek stopped, still nestled within her. "It's okay, Der," she whispered. "I just…I want to feel you." Derek nodded and gently thrust into her again, causing her to moan and wrap her legs tightly around his waist.

As Meredith felt the pain subside and pleasure begin to wash over her, she gently nipped at his shoulders and trailed her fingers up and down his back. "Derek," she breathed as she felt her orgasm wash over her. "God, Der." She tightened around him and closed her eyes tightly as she clung to him, allowing herself to succumb to the pleasure surging through her body.

With one final thrust, Derek emptied himself into her and collapsed onto her, nestling his head between her breasts.

"Oh my God," he breathed.

"Wow," Meredith gasped.

"That was…amazing," Derek said, trying to catch his breath.

Meredith smiled as she ran her hands through his hair. "Der?" she whispered.

"Hmmm?" Derek breathed, not finding the energy to find any real words.

"I…I love you," she whispered, trying to ignore the complete terror she felt at saying those words out loud.

"Oh, Mer," Derek sighed, lifting his head to meet her eyes. "I love you too," he whispered before he pressed his lips against hers in a soft kiss.

After a long moment, they both felt the need for oxygen, and they pulled back to smile softly at each other.

"Sleep, Mer," Derek laughed softly as he noticed her eyes getting heavy with sleep. "We can talk later."

"Okay," she whispered, snuggling into his side. "That was amazing."

"Love you," Derek whispered into her hair, inhaling the scent of lavender.

Meredith sighed contentedly as she closed her eyes as she whispered, "love you too."

"Sleep," Derek ordered gently, pressing his lips against her temple.

"Okay," she whispered softly.

Derek smiled as he looked down at the sleeping figure curled up next to him. She was amazing.

This was it for him. He had no doubt that Meredith Grey was the only woman he would ever want to date, and he couldn't believe that she was finally his, officially with him until forever. She loved him, and that was more than he had ever dreamed of.

He pressed his lips against her forehead, saying a gentle prayer of thanks that she was really here and she wasn't freaking out.

As he felt sleep begin to take him over as well, he leaned close to Meredith to whisper in her ear.

"I love you, Meredith Grey."

She sighed and moved closer to him in her sleep, causing him to tighten his arms around her.

Derek finally allowed himself to succumb to sleep, quickly finding that he had never slept as well as he had with Meredith Grey in his arms.