Mark had never tried harder to fight his most basic instinct; to sex women. Any woman who his body demanded he have, regardless of what place they held in his life. Addison was the only other woman he had attempted to stay away from in such a way, because she was his best friends wife. Besides her he had no qualms crossing that line with the women he made an attempt at. No bother if the nurses he brushed off would have to see him at work, it was a thought that didn't occur to him. He could separate those two parts of his lives...sometimes. Most of the time.

When you sleep with someone you see and interact with every single day things do tend to get more complicated. Last time he made that mistake it split his group of friends up so badly that they scattered to several other states on the opposite side of the country.

Lexie Grey is the second woman of which he has tried specifically not to sleep with for that specific reason, not to mention he had promised Derek he wouldn't. But she was not hearing no for an answer.

She said "teach me" more than he had it in him to say "no" in response. Despite what some women might think there were certain things about a way they act that'd make him want them. Some of them were conflicting in nature, like how he quite admires a bit of confidence, someone who knows what she's doing. While on the other hand the way Lexie was begging him to teach her was equally arousing. Something about making a woman beg really turned him on. He wanted her to want him.

But it wasn't just the begging that made him want Lexie. He'd been holding off on these urges for much longer than this, trying hard as hell to ignore those vivid dreams he'd started having recently. The closer they got professionally the more he was learning about her, and she was amazing. Her brightness and creativity was endearing compared to the jaded population of colleagues that surrounded them. Even her short bursts of excitement that came with a new medical discovery would fill him with nostalgia at his more hyper days as a younger resident in Boston working alongside his best friends. The only difference being she is much smarter than any of them were as interns. It'd taken him years to reach the point of medical innovation she's achieved as a student alone. (He chose to ignore the bits about her nearly killing another intern via botched appendectomy and splattering so much blood over the room after tripping on them that it looked like the elevator doors opening in The Shining.)

"Am I really that bad?" she pleads nervously, eyes falling a bit, losing confidence in her body.

"No," he sighed in defeat, turning towards her. "I am."

A relieved look of realization crossed her features and it sent a shiver of excitement through Mark's belly as he kissed her.

Lexie fell into the kiss, reaching her hands up to touch him. She has not been able to escape the strange urge to reach out and touch him when he stands close at work, no matter the conversation, whether it be casually discussing the benefits of laparoscopic vs. open procedure or tuna vs. ham. The way his shoulders wore that coat was not fair. He was as if some long dead roman sculptor had carved him from marble and threw a medical degree in his arms.

They kissed like this for some time, not moving from the middle of his dining room. He tasted of wine and something else, something delicious and spicy. His lips were surprisingly soft underneath the bristle of his facial hair. He was a very good kisser, he kissed with his entire body, moving with her and touching her in the same rhythm that their mouths did. His hands explored her with a manly power she didn't recognize. He was so deliberate with his motions, and yet he moved according to her own actions. He was learning from her and adjusting his next move accordingly. She was suddenly becoming more aware, remembering why she was there in the first place. To learn.

"Teach me," she breathed as she forced herself to pull away, using the opportunity to lose her pants as well. Leaning in, he slid his hands behind her back, running his fingers over every inch of her skin. He wrapped a strong hand around each of her ass cheeks, squeezing gently but firmly and moaning into their kiss with carnal need. God, she feels to much better than I'd imagined, he thought to himself.

"Please," she squeaks, pushing him off before she full on jumps him. If he moans like that she won't be able to keep her cool, she'll melt into a horny puddle in his arms. Clearly she doesn't understand that her begging was having the same effect on him.

His sky blue eyes looked the same as the water in her parents' pool did in the middle of a summer afternoon. He was looking at her with a smugness that sent the same electrified quiver through her belly as he had the first time. Kissing her again, shortly this time, he kept that smile on this face.

"Teach you what?" His lips were on hers before she could answer. No, he hadn't actually intended that one. He just couldn't keep himself away. It was like he was underwater and kissing her was coming up to breathe.

"Just..." she seemed breathless, unable to find the words. Looking back up at him she seemed defeated. "Just take off your shirt."

Lexie liked it when he touched her nipples, this he learned quickly. And he used it to his advantage at every opportunity, eager to hear those strangled sounds of pleasure that'd escape her when he did. His pulsing erection throbbed under his briefs, but he left them on so that he could focus on her. He wasn't going to teach her to go down on him, not today. He's wanted her for too long to wait any longer than he had to, and he wanted to impress her. He wanted to give this young and relatively virginal intern an experience she'd never forget. And he's going to keep doing this, every time he has her in his bed. It was his whole game; impress the girl. Set the bar high, so high that it's a rare chance any other man will reach it. It was slightly different with Lexie, though. He was less concerned with setting a record than he was with simply pleasing her just to please her.

He likes the sounds she makes. It's like heroin for his ears. He had to clamp his lips down on her nipple once to earn it from her, and he's been lost ever since. It's been at least ten minutes since he began his ministrations on her breasts, switching often and keeping the taught pink buds wet so his fingers can more delicately stimulate her obvious sensitivity. Around five minutes ago she'd began grinding her hips up towards his and he mirrored her actions with a deliberate fierceness. His erection was hard against her, surprisingly hard. At least, she thought so. It gave her a small secret pride to know she could make him want her so much.

The delicious friction between them combined with the continuous attention to her breasts had brought her nearly to her finish. An increasing oozing moisture at her womanhood was evident and she felt herself opening for him. She'd been ready like this since their kiss in the living room, but here in Marks bed... surrounded by his sheets, that smell like him...it was becoming overwhelmingly clear she'd never been this turned on before. Her panties were wet when his hips finally ceased their grinding and pulled away from hers.

She let out whimper of protest, raking her nails down his chest to emphasize her disapprovement. "I was about to-," she starts, trying to pull his hips back.

"I know," he places his hand on her face in admiration, his grin touching his eyes, "that's why I stopped. I'm going to make you come for me another way," he explains, running his thumb across her lips, teasing her with his other hand. She sighs against him and bucks his hand up into his palm, unable to hold back her voice. It betrayed her pleasures to him. She wanted to seem less...squirmish. But Mark loved this about her. Her body responded to his touch like there was no other men left on Earth.

Slowly and as seductively as she could she locks eyes with him and takes ahold of his hand, nipping gently at the pad of his thumb before sliding the digit into her mouth. She takes it into the hilt and swirls her tongue around it before sliding back once, just to tease him, before taking him in once more, the look in his eyes confirming this tactic had indeed done what she'd intended. His erection jumped at her, she felt it before he pulled away. He'd tried to hide it, but she felt it. Her lips release his thumb with a pop.

He kisses her hard, moaning the same way as when he has his hands on her, holding her close. She felt the sound vibrate through his chest and throat, his body pressed against hers tightly. The hair on her arms prickled and she moaned back in response.

"God, I want you," he breathes hard against her neck, moving his lips downward at a rapid pace between the valley of her breasts, only stopping to kiss her nipples. She wasn't even sure she heard him say it, and she couldn't ask because she couldn't form a sentence, only sputter out words like yes or more.

After removing her panties he runs his fingers down her legs, which were closed apprehensively. "Open your legs for me, Lexie," he says with a deep and soft voice, eyes locked on hers as his fingers run up and down her skin tenderly. It almost as a question, but in a way that makes Lexie think even if she doesn't comply her legs are going to be spread apart anyway. Shyly, she does, looking down at the same time. Better to look at herself with him than to see his reaction. What if she grosses him out? No, she wouldn't. Mark Sloan doesn't get grossed out by vaginas.

After leaning back on his knees to appraise her he gives her a tentative stroke, realizing suddenly that she was very clearly ready for him. She must've really been close. Grinning to himself he sets to his work, and she wastes no time to begin her pleasured noises from above. Rubbery and slick she was against his lips, her hips jerking involuntarily at very flick and twist of his tongue. She tasted like a woman, despite how she may sometimes act when excited, there was no denying it now. Seeing her naked, touching her and feeling her- she was all woman.

"Mark," she cries, one hand squeezing the bedsheet at her side so hard her knuckles turned white. "I'm gon-," she can't finish, he wouldn't let her, not wanting her to waste time with words when she could be gracing his ears with those gorgeous panting sounds. She can't breathe correctly. "Yes," is all she can manage.

"Come for me," he demands in a husky voice, using his thumb to stroke that sensitive bundle of nerves at the apex of her womanhood before returning his mouth to it.

Her orgasm drops into the pit of her stomach with a resounding impact, almost as if Mark's request had yanked it from deep within her by means of some sorcery.

"Mark!" Her whole world shatters. It fell apart and then began to put itself back into a clearer, more redefined picture. She clutched at him, trying hard not to crush his skull with her thighs as he continues to stroke her trembling arousal.

Before she had a chance to come down from the high of her climax he had bent her knee over his shoulder and plunged into her depths. "Fuck," he shuddered. He lost the word before he could realize he said it, he was too overwhelmed by the warm and tight velvet cavern that encased him. She couldn't take all of him at first, he had to give a few good strokes to deepen himself to the hilt.

He had meant to let her adjust, to take it slow. But she had begun to moan again and this time he could hear the strain in her throat as he prodded that sweet spot deep inside her.

"So big," she whispers against his lips, biting gently on one. "So good," she adds, nails raking down his arms. They were warm and thick, the hard elastic of his muscles straining under soft skin. He held himself up on his hands to thrust into her from an angle of dominance. An angle he knew would leave her unable to use her legs for a while after the fact. Her wetness and tightness was too overwhelming, but he refused to slow, or perhaps he was just physically incapable. In any case she was seeming to enjoy this pace just as much as he was.

The repeating assault on her womanhood was dragging the sounds out of her before she could find her breath. It felt so good. Sounds she'd never heard before were filling the room; the sound her slickness made around his cock, the pleads she made of him without intending to, even the deep manly grunts Mark gave when searching for her center were all new to her. Men have moaned, and she has pleaded...but not like this. This was animalistic, carnal, desperate. They looked at each other with a desire in their eyes that could've started a fire had there been a pile of logs nearby.

"Oh my god." He squeezed his needful blue eyes shut hard and buried his face in her neck, finding himself alarmingly close to the impending release of it all. He groaned in anticipation, holding Lexie tightly in place with one arm and holding himself up with the other. "Fuck." He feels it creeping down his abdomen, spreading its influence over his balls with a heavy weight. So close. She dug her nails into his back and breathed sexy things into his ear, telling him how deep he was taking her and how good it felt. She knows Mark, and she knows stroking his ego is like stroking his cock; he loves it.

"Lex, fuck!" He finally loses himself. He pulls from her and quickly begins to stroke, releasing his seed on her stomach while puffing out a series of drawn out moans, sounds of harbored pleasure being torn from his chest. Lexie almost came again just from the sound of it, the sight of it was something to behold as well. Watching Mark Sloan having an orgasm was something of an out of body experience, almost like a no body experience. Nothing is there, you're not there, neither is the bed or the walls- it's just Mark, jerking and moaning and contorting his face in a vulnerable way that Lexie wouldn't have imagined she'd experience. Guys she's with don't usually come this hard.

Being there to witness and touch Mark in such a state was empowering, she thought. There was a trust between them, and she knew this when he brought her to her own climax not half an hour before. But now it was equal, the circle was complete. They'd drawn this from each other in a trusting and sweaty embrace.

He collapses on the bed next to her and they lie there in silence for a few moments, attempting to regain their normal lung capacity and even out their breaths. Lexie realizes she did learn something from him tonight; she learned to pay attention, and to play your assets.

"Thank you," she murmurs softly after a long time. He looks at her, surprised to hear the words.

"No, thank you," he said back, giving her a big tired smile. Smiling back at him, she once again admired his undeniable beauty and strong features. Her smile was real, and she couldn't take it off.

"Little Grey," he says after a few more moments of comfortable silence. "Lex..."

"Yeah?"

"This needs to happen again."