Thanks to everyone that's reviewed or simply just enjoyed this story. Sorry I didn't get it updated sooner but I had to watch the SVU finale last night and couldn't focus. To set the mood, I've included a bit of the last chapter with just a few minor edits, so if you're reading this all at once, you may want to skip ahead a little. I know it's a really long chapter, but I didn't want to break it up. Hope you enjoy. Thanks!

EOEOEOEOEOEO

She started walking over towards him and Elliot swore she was swinging her hips a little more than normal; maybe it was wishful thinking. She reached him and was standing very close, invading his personal space. She licked her lips, cocked her hip and held out her hand for her bag. "I guess I'd better get out of this dress." she said in a whisper and Elliot felt himself responding to her. The look in her eyes, the sound of her voice…her lips moist. She was staring right into his eyes and she bit her bottom lip again…then ran her tongue across her bottom lip and he couldn't tear his eyes away from her.

So many thoughts went racing through his head…there was no mistaking her intent…she was flirting with him and he knew the next 30 seconds would be life changing. God, he wanted her…

Olivia could see him hesitate…she panicked slightly, thinking maybe she had misread the situation and she dropped her hand and took a small step back. But Elliot took another step forward and she could see something had changed in his eyes…she smiled slightly, dropping her head slightly and looking at him through her lashes. She took another step back, stopped by the wall. Elliot followed her, standing incredibly close, but not touching her. He leaned in slightly and whispered. "I can help you with that."

Olivia swallowed hard. This was what she had wanted, but the look in his eyes was intense. She felt like she had gone from predator to prey; he looked ready to devour her. She gave him one more look, and then slowly turned around, placing her hands against the wall. Elliot was momentarily confused by her actions…he wanted to kiss her. But then he saw her intent and it was his turn to swallow hard. He reached out and lightly touched his right hand to the bare skin of her back. Her body shuddered when he touched her and he smiled. He was happy that he was having the same effect on her as she was on him. He traced his hand down her back and saw goose bumps break out on her flesh. He reached for the zipper of her dress and pulled it down slowly…his body starting to react as more of her skin was exposed. When he reached the small of her back, he hesitated.

"Liv." he said, his voice barely a whisper. He had to make sure she was OK with what was about to happen. He had to give her an opportunity to back out. Because once he got that dress off of her, he knew he wasn't going to be able to control himself. In his mind, he had always wanted the first time with Olivia to be romantic, to make love to her. But he knew that years of pent-up sexual tension meant this would be frantic; intense and fast. Less about love and more about need.

She looked over her shoulder at him; her breathing had quickened with anticipation. She didn't say anything but gave him a wicked smile and there was no mistaking her consent.

He looked back down, and finished unzipping her dress the last few inches, exposing the waistband of her black panties. He drew in a sharp breath; in all of the images he'd had of her over the years, she was always wearing black panties…he paused a moment, then ran a finger under the waistband, feeling the soft skin there. Olivia seemed to be holding her breath, and he ran his hand lightly up her back before resting both hands on the straps of her dress. He moved the straps to side slightly, rubbing his thumbs across her bare skin. He felt her tense slightly, anticipating his next move, and Elliot realized that she had given him all the control over what was going to happen. She was waiting for the assault on her body; he realized that she assumed, just as he had, that this was going to be fast and rough. He knew that he could throw her down on the bed right now, rip off her dress and fuck her senseless and she would let him. It made him wonder if all of her sexual liaisons had been like that; if anyone had taken the time to be tender with her. And in that instant, he knew they probably had been…that Olivia would never relinquish much power in the bedroom. Without love or trust, she wouldn't let herself get emotionally involved or let herself be vulnerable. It would be all about sex. But by turning her back to him and relinquishing all power to him, she was telling him that she trusted him…and that what happened next would be up to him. And in knowing that…he wanted to slow things down…make love to her like no one had before. He leaned in and whispered in her ear "Breathe."

Olivia let out a deep breath, one she hadn't even know she was holding. Elliot placed a gentle kiss on her neck, right where it met her right shoulder, and Olivia leaned her head to the right, closing her eyes and moaning under her breath. She leaned back into him slightly as his kisses traveled up her neck to her ear, his hands dropping to her waist as he held her close. He placed a kiss on the shell of her ear and then dropped his face back to her neck, nuzzling her hair and sighing softly. She took her hands off the wall and reached for the straps of her dress, as if to push it off her shoulders. Elliot's hands reached for hers. "No." he said quietly and Olivia stopped, opening her eyes and looking at him as he raised his face from kissing her shoulder. She looked at him questioningly, wondering if he had changed his mind. But when his eyes met hers, she saw the desire was still present…but there was something else as well.

Elliot put his hands on her shoulders and started to turn her back towards him. When she was facing him, he pushed her back gently against the wall again, his hands on her shoulders, and Olivia smiled. He wasn't changing his mind; just taking charge. She looked at him…waiting. Elliot slid his hands down her arms until he reached her hands. He pulled her hands up, bending her arms and pinning them against the wall with his and leaned in, inches from her lips. His eyes never left hers. "Liv." He said softly and then leaned in and brushed her lips with his. Her lips were soft against his and he pressed his lips to hers again, and Olivia was kissing him back and it was better than he ever could have imagined. The taste of her was everything he thought it would be and he dropped her hands and cradled her face with his hands, teasing her lips with his tongue until she opened her mouth. He devoured her, tongues tangling, the kisses becoming more and more urgent and filled with longing. She moaned and the sound went right to his groin. He was trying not to press his body against hers but she had to feel his arousal against her hip as their bodies naturally melded together. Olivia ran her hands up and down his back, un-tucking his shirt from his pants and running her hands up his bare skin. She ran her hands around his waist; suddenly tugging at his belt buckle and Elliot broke the kiss and stepped back slightly…"Liv." He said quietly, grabbing her hands and holding them between them. "Stop."

Olivia raised one eyebrow at him. "El, I already said it's OK. I want to." She reached up for the straps of her dress again and started to slide them towards her shoulders. Once again, Elliot reached out and stopped her and Olivia let out a sound of frustration. "I thought you wanted this…I thought you wanted to have sex with me." She moved away from the wall, embarrassed that she had thrown herself at him when he had no intension of going through with this.

Elliot stopped her and looked at her, putting his hands on her shoulders and pushing her back against the wall. "Is that what you want? You want me to fuck you up against this wall?" He pinned her arms by her head once again. "Like this?" He pushed his body into hers and kissed her hard, delving his tongue into her mouth and devouring her lips. Olivia didn't fight him, but she wasn't involved in the kiss either. He pulled back from the kiss and leaned in to her ear. "I don't want that Olivia. I don't want that with you." He whispered. "I've dreamt about this for so long…I want to love you Liv…I want to take my time and kiss and touch every inch of your body…you're mine and I love you and I'm going to make love to you." He placed a kiss on her neck. "Let me make love to you."

Elliot felt her breath quicken at his words and he didn't know how she was going to react…he know this intensity might scare her off. He pulled back and looked into her eyes and saw tears brimming on her lower lashes. He cradled her cheeks with his hands and brushed the tears away. "Why are you crying?" he asked softly.

She shook her head gently and swallowed "I'm not crying." She was overwhelmed by his words; the men she took home wanted sex…and that was it. This was so different…just like she knew it would be.

Elliot put his forehead against hers and smiled. "OK." He pulled back again and looked into her eyes. He grasped her hands in his and pulled her towards the bed. He pushed her shoulders down so she was sitting on the bed, and he knelt down in front of her. He sat back on his heels and took her right foot onto his lap, removing her shoe and putting it on the ground. He leaned over and placed a small kiss on her ankle. He kissed his way up the inside of her leg until he got to the hem of her dress and then gently placed her foot back on the ground. He picked up her left leg and did the same, removing her shoe and kissing his way up her leg.

Olivia could feel the wetness pooling inside her panties as he trailed his tongue along her upper thigh, nipping gently at the skin there and she moaned. She was so turned out right now and she could tell that Elliot meant what he said…he was going to explore every inch of her body and it was going to be torturous and slow…she didn't know if she could bear it. She had her eyes closed and the next thing she knew, Elliot was pulling her back up on her feet. His lips met hers again and she wrapped her arms around his neck, pulling his bottom lip into her mouth and running her hands across his shoulders. Her hands ran down to his shirt, unbuttoning the top few buttons while still kissing him. She pulled back to unbutton the rest and pulled his shirt off his shoulders. She had certainly seen Elliot without a shirt before, but she had never been able to touch. She licked her lips and Elliot smiled as she placed both hands on his chest and smoothed them across the muscles; it was a strange contrast of hard muscles and soft skin, and she trailed her hands down towards his abdomen. She could see his arousal in his pants and she knew it must be killing him to be restrained. She reached for his belt buckle, but once again, he put his hands on hers and stopped her.

She looked up at him and he was shaking his head. He had a mischievous smile on his face. "I get to open my present first." he said, and Olivia actually blushed at his words. She wasn't shy about her body, but this was Elliot and she was a little nervous. She had wanted this for so long. He leaned over and placed a gentle kiss on her lips while he reached up, pushing the straps of her dress off her shoulders, letting it fall to her hips. His lips dropped back to her neck, and he sucked and nipped at her neck while pushing the dress off of her hips and letting it drop to the ground. He leaned over and scooped her up in his arms, his eyes focused on hers, and gently laid her on the bed. Olivia propped herself up on her elbows as Elliot continued looking into her eyes and stepped back from the bed. Once he was a foot or so away from the bed, he stopped and only then did he allow his eyes to roam over her body.

Elliot had dreamed about having a naked Olivia Benson in his bed, but his imagination had been nothing compared to the real thing. Her body was long and lean, her breasts full, nipples tight with arousal. Her stomach was flat and toned, leading down to a pair of small black panties; the sight of which made his dick twitch. And her legs seemed to go on forever and she was rubbing them together as he perused her body. His eyes wandered slowly back up her body, lingering at her breasts, and then he met her eyes and saw her watching him, a small smile on her face.

"jesus Liv. You're beautiful." He said, almost reverently.

"Elliot." Olivia said, slightly embarrassed, not at his statement, but at how he said it.

"Liv. You are. You're gorgeous." He said, not moving; his eyes continuing to roam up and down her body.

"Stabler…are you going to just stand there and look at me or are you going to come over here and join me?" she asked, giving him a sexy smirk.

Elliot toed off his shoes and headed towards the bed, but Olivia put up her hand. "Hold on. You have too many clothes on. It's not fair." She knelt on the bed and crawled over to the edge, snagging Elliot by the belt and pulling him close. This time, he didn't stop her. She unbuckled his belt and pulled it out of his pants. Then she unbuttoned them and lowered the zipper, reaching inside and running her hand along the length of him. He jolted at her touch and he grabbed her hand, stilling her.

"Liv." He hissed. "Stop." If she touched him at all, he was going to lose it. He wanted her so badly…but he was determined to take it slow. He gently pushed her back on the bed and pulled his own pants down, standing in front of her in his black briefs.

Olivia licked her lips, taking in the sight of his hardened length. God, she wanted him and she didn't think she could wait much longer. Her entire body was already humming with arousal and they had barely even touched each other. She reached out her hand and he climbed over her, one knee on either side of her hips. He leaned in and kissed her again, then dropped his lips to her neck and trailed his tongue down to her breasts. He placed small kisses between them, and then took her right breast in his hand. He massaged it while he trailed his tongue around the nipple of her other breast, finally taking it into his mouth. He bit down lightly on her nipple and Olivia's hips bucked up against him. He smiled against her breast and did it again and Olivia moaned. She ran her hands over his head, and he wasn't sure if she was trying to push his head away or pull him closer, but he loved the reaction he was getting from her. He moved to her other breast and kept teasing it with his tongue while his hand massaged and toyed with the other.

Olivia threw her head back. "Jesus El." She said, moaning as he continued to lavish attention on her breasts. While other men loved her breasts, it had been a quick stop on the way to their main goal. Elliot's tongue was driving her crazy and she started to feel a familiar tingle in her body. She couldn't believe it but her body started to tense up. She pushed at Elliot's head. "El...jeez...I'm gonna…SHIT" she grabbed his shoulders as her orgasm ripped through her and she felt a flood of wetness between her legs.

Elliot pulled back slightly and looked up at her as she came down from her orgasm. He captured her mouth with his lips, delving his tongue into her mouth and kissing her hungrily. He pulled back, giving her a moment to catch her breath.

"Jesus El. I never…" she stopped, seeing the big grin on his face. She shook her head. "Your ego is already big enough…" she said, swatting at his arm. "But god…"

Elliot wiggled his eyebrows at her. "I'm not done with you yet." He moved back and ran his tongue down between her breasts and down her stomach, placing small kisses around her belly button as he moved his body back. He was still straddling her legs as he moved down her body and Olivia popped herself up on her elbows and watched him, biting her bottom lip.

"El." She said. The tone of her voice was edgy. "Stop teasing me…"

As soon as the words were out of her mouth, he had opened his mouth and placed it over her panties, drawing a huge gasp from her. He removed his mouth and pulled her legs apart slowly, situating himself between her legs. He looked up at her as he looped two fingers in the waistband of her panties on either side of her hips. Her eyes followed him and she drew in a sharp breath as he started to pull her panties down slowly, trailing his tongue down the path of the panties as he pulled them down. When she was completely revealed, he ran his tongue down between her folds. Olivia made some unintelligible sound and fell back on the bed, arching herself towards his mouth.

Elliot couldn't believe how wet she was. He pulled back and pushed her panties down to her knees, then used his leg to push them off completely. He pulled her legs wider, continuing to tease her with his tongue. He found her clit and started licking and teasing her, eliciting some deep, low moans from her. She was grabbing the sheets and moving her hips back and forth, trying to escape the sensations running through her body. She was moaning and mumbling, but when he slowly slid a finger into her opening, she truly came undone. "FUCK!" she yelled loudly and for a moment, Elliot worried that the CSU crowd next door could hear her.

"God Liv…you are so wet…you feel amazing." Elliot slid a second finger into her and lifted his tongue from her clit. He started to pump his fingers in and out, while he moved up her body. His thumb found her clit as he continued to place kisses up her torso, finally reaching her breasts. He latched his teeth onto the nipple of her left breast and he could feel her body tense up as he continued with his fingers and his thumb.

"Jesusfuckingchr…" she started to yell and Elliot quickly moved his mouth to hers, stifling her yell as she came hard, clenching around his fingers and coating them with her juices. Her legs clamped shut, stopping his action and she continued to spasm against him, digging her nails into his shoulders as he released her mouth.

When she had caught her breath she looked at him. "I'm done playing around." she said fiercely, taking Elliot by surprise as she pushed him back. "Now it's my turn." She sat up and pushed him over on his back, and Elliot smiled. He was somewhat surprised she had relinquished control for as long as she had.

Olivia straddled him around his knees and pulled his underwear down quickly, releasing him. She eyed him and licked her lips again. "I shouldn't be surprised" she said, looking up at him. "You've always been a cocky SOB." She ran her hand down his shaft and he groaned. He had been holding out for so long that he was in a lot of pain.

"Liv..." he whined. "I can't hold out much longer and if you touch me…"

Olivia gave him a wicked smile. "I have no intention of waiting." She placed a quick kiss on the tip of his penis and then crawled up the length of his body. She slid her core over him, coating him with her juices, and making him groan again. She lifted up slightly then, and then slowly lowered herself, taking him in slowly. He groaned at the sensation as he filled her completely; her walls gripping him tightly. When she had finally taken all of him in, she stopped, allowing her body to adjust.

She closed her eyes, enjoying the feeling of his body in hers.

"Am I hurting you?" Elliot asked, worried because she had stopped moving.

Olivia shook her head. "No." she whispered. "Just…" she sighed. "You feel amazing…" She slowly started to move; she couldn't believe the sensations already running through her. Her body molded his completely and he was hitting spots she didn't even know existed. "Jesus..." she said as she started to quicken the pace.

Elliot looked up at her in wonder. Her hair was mussed, her lips were swollen and her body was flushed. As she began to move more quickly, her breasts bounced with each thrust and she had never been more beautiful. He placed his hands on her hips, pushing her body down into him with each thrust. Their rhythm increased and Elliot didn't think he could hold out much longer.

"Liv…I can't…" he reached up and found her clit but she swatted his hand away.

"El. I'm going to come hard…" she gasped and he could feel her walls clenching around him. She leaned over and put her hands on his chest, her movements become more erratic and he pistoned his hips into hers, knowing they were both close. Elliot felt his orgasm starting to rip through him and he couldn't hold it any longer. At that moment, Olivia's walls clenched hard, almost pushing him out and he had to hold her hips down as she rode out her orgasm. Her walls pushed him over the edge and he was pushing into her once again, the sweet release making all of his nerve endings feel like he was on fire as he came hard inside her. They both yelled a bunch of intelligible words as they came, their voices hoarse and their breathing rough.

Olivia's arms gave out and she fell on top of him, completely spent. Their chests were heaving and their bodies were covered in a light sheen of sweat. Elliot ran his hands through her hair, kissing her forehead as they lay together with him still inside her. "Jesus." She said under her breath.

"Are you OK?" Elliot asked.

"I am NOT OK…" She said and he stopped running his hands through her hair. He pulled her body up slightly, pulling out of her and she gasped at the sudden loss of him inside her.

"Did I hurt you?" he asked, rolling her over to his side and propping himself up to look at her.

Olivia smiled at his look of concern. "What are you talking about? I didn't mean you hurt me. I just meant…well, jeez Elliot. What the hell? That was fucking amazing and I am better than OK."

Eliot got a big smile on his face and Olivia shook her head. "There's that big ego again. I shouldn't have said anything." She swatted at his arm playfully.

"Liv…I always knew we'd be amazing together." He ran his hand down her arm, landing on her hip and caressing her there. "Why did we wait so long to do this?" he asked. He leaned in and kissed her. "And when can we do it again?"

Olivia laughed. "Who said we were going to do this again?" she teased, starting to roll away from him. He looped his arm around her waist and pulled her back towards him. She laid back down, a big smile on her face. "OK. OK. You might be able to talk me into it." The smile on her face faded when she saw the serious expression on Elliot's face.

"Liv, I meant what I said before. I love you. I want to be with you. I want to be the last man that ever makes love to you." He leaned in and kissed her again. When he pulled back, he saw Olivia smile. "Do you love me?" he asked, knowing it was hard for her to say. Olivia nodded and pulled him back in for a kiss and he was happy to oblige.

THE END