"So after not speaking to each other in how many weeks? And his first words are marry me? Marry me Cristina? Seriously?", Meredith sputtered into her cell as she leaned back against her headboard. She was wearing a long t-shirt and had her long legs crossed in front of her, while she chatted with her best friend on the phone.

Derek listened half heartedly as he read over a medical journal next to her, every now and then trying to snake his hand up her shirt to determine if she was wearing anything underneath it. Anticipating such a move again, she swatted his hand again, before listening to her friends woes.

"I don't know what to tell you. He's Burke. And you… you lied about keeping your apartment. You can't fake this one though... you can't find a sham rabbi and run a hoax ceremony. Don't even think about it. Just be honest, tell him you need to think about it. That you love him, but it's a big step at this point in your life, being an intern. He knows you and how you are. I'm sure he anticipated that." She nodded as she listened to something in response.

"I know. I know. Seriously. No I won't. No, I won't even tell Derek. Of course not. Noone. Promise. " She gave Derek a pointed look which caused him to grin wickedly. "Ok. See you tomorrow. "

She sighed and hung up the phone. Turning to face her boyfriend she laughed at the look on his face. "What are you plotting."

Trying to feign innocence he asked, "what do you mean?"

"Oh please. You have Dr. Evil written all over your face. I can see the cog wheels spinning." She teased him.

Derek chuckled and pulled her on top of him, causing her to gasp. "You want me to pretend I don't know. My cooperation right? What are you going to give me for it?" he asked her with a leer.

"Derek Shepherd! Are you asking me to bribe you with sexual favours?!" Meredith asked with pretend shock.

"I'm begging you too." He teased back.

"Oh really? Did you have anything in mind that I could try to use to persuade you?" she asked as she settled on top of him, adjusting her pelvis to fit to his. She could feel his body respond with appreciation.

"Dr. Grey, I have many ideas on that topic. I think however you should approach this with a scientific method, and probably eliminate various techniques through trial and error. It will probably be a very long and arduous project. But I know a woman of your… talents… can handle.. the tasks… challenges set before you."

Meredith giggled before dipping her head and starting to kiss him at the base of his throat, letting her hands run through his hair. She supposed she could let herself be blackmailed… just this once.

She kissed the line of his jaw, feeling his stubble against her lips, before moving to meet his lips. He met her with his hungrily, and their tongues danced, sending chills down her spine. Derek brought his hands up , one finding the underside of her breast, the other tangling in her hair to hold her kiss. She rocked on top of him, savouring the feel of his hard thickness nestled against her through their clothes. Breaking the kiss, she slid down his body, kissing his shoulder, his neck, his chest. She lifted his shirt and kissed his abdomen, feeling his muscles tense. She looked up, Derek was looking at her, his eyes smoky with desire. Meredith let her fingers trail into his waistband, dipping lower and lower. He bit his lip as he watched her. When she moved to pull his pants down, he obliged and lifted his hips for her.

With one swift motion, she pulled down his sweats and briefs, ridding him of their confines. He felt the cool air wash over him briefly before she was back, leaning over him, settled between his legs, her hair falling across his hips. He caught his breath as he felt her lips gently kiss his navel. Her tongue darted out and touched him briefly, hot and wet, before he felt her lips moving lower on his pelvis, her breath hot. He clenched his fists, a groan deep in his throat escaping. Meredith giggled, and took a strand of hair and trailed it lightly across his penis, causing him to jump. She reached up and took one of his hands and brought it to her hair, wrapping his hand around a handful.

She kissed the inside of his thighs, coming close to his throbbing cock, but avoiding it, reaching out and using her tongue and her teeth to lick and nip his legs, making him groan in frustration. When he didn't think he could take it any longer, suddenly she engulfed the entire head of his penis in her hot little mouth, her tongue swirling around the rim, sending shivers through his spine. She grasped him at the base, her little hand holding him as much as she could, and used her tongue and her lips to tease up and down the length of him. Alternating with taking him as deep into her mouth as she could. Derek thought he was going to explode in her mouth. The sensations she was causing. His other hand had found its way to her hair, and they both were fisted in it, holding on for dear life. He didn't want to lose control as good as it felt.

"Mere…." He moaned, trying to pull her away. She just took him deeper into her mouth, and increased her rhythm.

"Jesus Mer.." he gasped. "Oh God." Incredible sensations were shooting through him, all the way to his toes, like a pre-orgasm. Meredith stopped and looked at him, her eyes a bright green, so sexy, and then she licked her lips and smiled, before deliberately and slowly taking him back into her mouth again. She kept her eyes on his, and he was a prisoner, watching as she made love to him with her mouth, taking him into her beautiful lips, up and down, her pink tongue darting around him. He could feel the hot wetness of her mouth, and then without any warning, while they stared into each others eyes, Derek Shepherd for one of the first times in his life lost complete control of himself and had an earth shattering orgasm right there, right in her mouth.

After what seemed like an eternity, Derek opened his eyes, and Meredith was there grinning at him, licking her lips.

"Sooooo….was that very persuasive?" she giggled.

"As soon as I can move… I'm going to show you how good that felt. I don't know when that will be, but I think if you ever leave me now that I know you can do that I'll kill myself." Derek croaked.

She giggled and came up to lay beside him on the bed, brushing a curl off his forehead.

"Well I guess if you're too old and tired to take care of me Dr Shepherd, you can lay here beside me and I'll just do all the work tonight…" she said, showing him that she indeed was not wearing anything under that long t-shirt.

Derek gaped, she put her knees up and let them fall off to the side, before taking her own finger and starting to explore herself. Feeling a surge of energy he hadn't thought possible, he felt himself respond as he watched her body start to respond to her fingers.

"Would you like some help?" he asked her huskily. Before he moved to between her legs, to taste her, his tongue brushing against her clit.

"Unnhhhh." She moaned, grabbing a fistful of his hair. He lifted her bottom up with his hands to bring her closer to him, so he could have better access. His tongue traced her lips, before circling her clit. Bringing one of his hands back, he used one of his fingers to work inside of her pussy, massaging the walls of it, feeling the muscles tightening around it, as he lathed her clitoris with the gentle pressure he knew she liked. He loved the way she tasted. She was whimpering now, her hands pulling on his hair, her hips arcing off the bed. He deepened the pressure on her clit a little bit, and added one more finger inside of her. She was so wet. Her legs were shaking. "Derek, Der, Oh God, Fuck, Derek, Please, Oh My God, Derek, " she chanted over and over again, clinging to his hair, riding his face and his fingers. Suddenly she yelled and started to shake, juice flooding Derek's face and hand, as she came. He held her tight, not stopping, knowing her could make her cum again if he kept going, and sure enough she started right back into another one. Finally, she sobbed for him to stop, and he gently slowed down, and pulled his fingers out, letting her down slowly. She would want him now, Hard and Deep and Fast. She always wanted to fucked hard, on her knees from behind when she had been brought off like that. Without hesitating, she turned over, raising her tight little ass in the air, her head bowed into the pillow. Derek raised up behind her, and maneuvered between her legs. His cock hard, bumped against her cunt and she screamed out. She was trying to back onto him, he helped guide her onto him, feeling himself sink inside of her extra tight pussy, still feeling the aftershocks of the orgasms it had experienced. It was so hard to give her what she wanted after this, because she always felt so good.

He pulled out as far as he could, and slammed back into her, eliciting a scream of pleasure from her. "Harder Derek" she begged, her voice a raspy sob in the pillow.

He grabbed a handful of her hair, pulling her head back some, trying to get some control of himself. Again he went in and out, a few times, in a fast tempo. She was going to make him cum just listening to her yell. "Do you like that," he asked her. He moved his hands to her ass, using it as leverage, pushing her on and off of him. He could feel her getting tighter and wetter around him. He bit his lip. Groaning.

"Oh God yes."

"Yes what." He demanded.

"Fuck me. Like that. " she cried.

"Are you going to cum for me" he asked her. Fighting himself.

"Muhmm , " she sobbed. He was going steadily, in and out, fast and deep. Her body was building to it.

"Cum for me Meredith." He ordered her.

He slammed into her,and moved his hand around to the front , finding her swollen clit with his thumb, he rubbed it and felt her instantly start to spasm around him. He drove himself into her, worried for a second he would split her in two he felt like he was so deep inside of her, but he was cumming, shooting streams of seed into her. She was milking him of all he had.

Finally he could breathe again , and he could hear her underneath him, rasping.

He moved away from her, and collapsed on his back. She settled into his side.

"I love you." She breathed.

"I can't believe how much I love you, my little sex goddess." He told her. She giggled.

" I guess I won't tell Cristina." He teased.