Heyy guyzzzz :) I know its kinda late to post this but it took a while to write…lol

It's what I thought to have taken place before Lexie walked in on Callie and Arizona in 6.11…the most awesome scn btw :P

Anyways…this is my first time writing smut (any kind) so plz be nice in reviews!! And Ill take any form of constructive criticism I can get!

Hope you enjoy! R&R plz :D

XXX

"Not yet," Callie groaned as she buried her face deeper into her

pillow. It was way too early to get up, they didn't even have to be in

for another hour and a half. "Why the hell are you up so early anyway?"

Arizona chuckled and removed her sneakers, "I decided to go for a run

this morning. Remember, I told you last night..." Her flushed cheeks

tinged even more pink upon remembering their strenuous activities the

night before.

Callie propped herself up on her arm and smirked, "I remember that

part, but not the part about you going running. Since when do you run

anyway?"

Arizona sighed and sat on the side of the bed to take off her socks,

"Of course you wouldn't remember. I guess that's my fault, shouldn't

have distracted you like that."

Arizona then gasped, not noticing that Callie had shifted in the bed

to a kneeling position behind her. Callie's hot breath tickled the

back of Arizona's neck as she spoke her next words, "I definitely was

not complaining."

She pressed a kiss to the base of Arizona's neck and continued to dot

kisses along her shoulder eliciting a shiver from Arizona. A lopsided

grin appeared on Callie's face as she placed her hand on Arizona's

waist, her other hand brushing Arizona's hair off her shoulder. She

squeezed her hip causing her to giggle and tense up.

"That's not fair, you know I'm ticklish," Arizona argued playfully.

Callie chuckled against her shoulder, "Yup, and I always use it to my

advantage." She squeezed her side again.

"Still not fair," Arizona said after a giggle escaped her lips once

more.

Callie smirked, "Yeah, I know." Arizona scoffed. "Just because I take

advantage of it doesn't mean I don't love you," Callie pointed out.

Her heart fluttered, as it did every time she told Arizona those three

words. Maybe it was because she didn't normally say it out loud. Or

maybe it was because things were different this time. She had never

felt this strongly about anyone before. Not about George, not even

about Erica. But Arizona was a completely different story. There was

no one else she wanted to be with. No one else she wanted to wake up

to in the morning. No one else she wanted to have children with. No

one else she wanted to grow old with. And now especially, their future

was something she thought about constantly. Ever since her father

voiced his approval, ever since she realised how badly she wanted to

marry her, ever since she realised how badly she wanted to have kids

with her. All she wants is to live the rest of her life with Arizona.

She was all that mattered. Especially to her.

"Mmhmm, if you loved me you wouldn't take advantage of me like this."

Arizona's beautiful voice brought her out of her thoughts. She blinked

a few times before responding, "Really? So you're saying that you've

never taken advantage of me, then?"

"No," Arizona replied, stretching out the syllable.

Callie chuckled, "Thought so."

"You don't get to be smug while taking advantage of me," Arizona said,

feigning offense.

"And why not?" Callie asked, sucking lightly at her neck.

Arizona sucked in her bottom lip at the sensation, knowing very well

that Callie knew what she does to her. "Because you know exactly what

you do to me, and that's not fair either."

Callie chuckled and removed her lips from Arizona's neck, causing a

slight groan of disapproval. Getting an idea, Callie placed her other

hand on Arizona's other side and began to tickle her furiously. A

squeal came from Arizona's lips as she squirmed to get out of Callie's

grasp. Callie grinned as she continued to tickle her girlfriend,

loving to hear her laugh. Like her voice, it was music to her ears.

Now laying on her back, Callie loomed over her and continued to

assault her stomach. "No! Ah- no, stop!" Arizona choked out between

laughs. Now she was out of breath and Callie was enjoying every moment

of it.

Feeling satisfied with herself she ceased her attack, not removing her

hands but keeping them still on her waist. Her face even more flushed

than before, Arizona looked up at Callie murderously. Callie flashed

her a grin that she hoped would let her off the hook, but, alas, it

only made Arizona feel even more mischievous.

She took Callie's hands in hers and placed them above her breasts and

began to massage her own breasts with Callie's hands.

Callie's eyebrows shot up, not knowing what Arizona was trying to

accomplish, but she definitely was not complaining. She continued to

ravish Arizona's breasts as she leaned down slowly, her face now

centimetres away from Arizona's.

Arizona sucked in her bottom lip and closed her eyes as she felt

Callie take control of her hands. She knew exactly what she was doing,

and getting some pleasure out of it made the plan even more perfect.

She opened her eyes and gazed straight into Callie's inviting dark

brown orbs. She raised her head and closed the gap between their lips,

pressing them together firmly. She pulled away, earning a groan of

disapproval she fully anticipated. She smirked slightly and captured

her lips once again, this time quickly adding her tongue to the mix.

Callie moaned and moved her hand down Arizona's stomach to the

waistband of her shorts. Arizona smiled into the kiss and put the next

step of her plan into action. She lifted her hands and tangled them in

Callie's dark mane. Then, she removed on and placed on Callie's

shoulder, getting a good and firm grip onto it.

Taking Callie completely by surprise, she flipped them over so that

she was now on top, straddling the orthopedic beauty. She smiled and

placed her hand on Callie's cheek, running it down her chest, brushing

over an erect nipple, eliciting a gasp, and down her toned stomach to

her thighs.

Biting her bottom lip, she pulled her hands up to her own breasts and

ran her hands up her neck and into her hair, moaning the whole time.

Callie had never felt this turned on in her entire life. She loved to

see Arizona like this, all wild and untamed. She especially loved it

when she touched herself like that, it was the most erotic thing she

had ever seen.

Arizona smiled at her lover and leaned down to her face. She slipped

her tongue between her lips immediately and began sliding it against

Callie's. Arizona's tongue was definitely Callie's undoing. She could

make her tongue do things that would make any grown woman go cross

eyed, especially Callie.

Wrestling Callie's tongue with hers, Arizona began to grind her hot

center against Callie's, causing both to moan into the kiss. Arizona

then took Callie's hands in her and intertwined their fingers, putting

their joined hands above Callie's head on the bed. She then detached

her lips from Callie's and began to kiss her jaw, nipping and sucking

at the tanned flesh. Callie groaned at the contact sucked in her

bottom lip as her hands roamed down Arizona's body until they landed

on her hips. Arizona continued to swirl her tongue against the base of

Callie's throat as she disentangles their hands.

She then brings her hands to Callie's breasts, kneading them through

the thin shirt. Callie's hips bucked, the contact causing her to

groan, but all Arizona did was smile against her collar bone and

continue to suckle at the tender spot she had discovered their first

night together. Relieving her hands from the task at hand, she lightly

skimmed her fingertips along the smooth skin of her girlfriend's arm,

revelling in the goosebumps left in their wake.

She ran them back up her arms, loving the way she squirmed under her

touch, the way her body ached for her hands to be in the place she

needed them to be most. Placing her hands on her stomach she traced

her fingers down her stomach until they reached the waistband of her

pants. She raised the shirt, exposing a small bit of her stomach to

the open air. She gently scratched the skin with her nails, moving

dangerously closer to the top of her pants.

Caressing her skin with her nails, Arizona sucked at the base of

Callie's neck, nipping at her pulse point. Her hand then toyed with

the waistband of Callie's pants, slipping into them to caress the soft

skin. Callie gasped at the sensation and moaned rather loudly as

Arizona's hand got closer to her center...

Then Arizona pulled her hand away and stood up on the side of the bed.

Incredibly aroused, Callie sat up in the bed and looked at her

girlfriend incredulously.

"Seriously?!"

Arizona chuckled at her tone, "You took advantage of me being

ticklish, so..."

"You took advantage of your effect on me?!" Callie asked, well, rather

stated as she stared at the blonde, eyes wide and face flushed with

desire. Arizona smirked and nodded. The look on Callie's face quickly

became murderous as she got up off the bed and walked slowly towards

Arizona, who seemed to be retreating from Callie's threatening form.

Callie glared at her, albeit playfully, as she got closer and closer

to Arizona. In one swift movement Arizona turned sharply and ran into

the bathroom, hoping to seek refuge from her vengeful girlfriend.

Callie, however, was quicker than she anticipated.

As she entered the bathroom Callie grabbed her by the elbow and yanked

her into the shower, pushing her up against the tiled wall. Arizona

grunted at the contact which quickly became a moan as Callie roughly

began to attack her neck. She put her hands to the back of Callie's

head, holding it in place as she bit her neck. Arizona gasped and her

breath became heavy as Callie's tongue lavished the bruised skin.

Balling the ends of her shirt in her hands, Callie relieved Arizona of

the sweaty shirt, leaving her clad in her black sports bra and shorts.

She reattached her lips to Arizona's neck and squeezed her breasts

through the bra. Arizona's breaths quickened as Callie continued to

arouse her all the more.

She slipped her right hand under the bra and began to massage her left

breast. Taking her nipple between her thumb and index finger she

rolled it slowly. "Uh," was all Arizona could say as Callie continued

to take control of her body.

Ridding Arizona of the bra as well she replaced her hand with her

mouth and she swirled her tongue around Arizona's sensitive peaks,

sucking and biting gently around her nipple. Arizona's head tilted

upward at the sensation, her bottom lip caught between her teeth.

Callie's hands then gripped Arizona's rear, cupping it in her hands.

She brought Arizona's hips into hers forcefully as she began kissing

Arizona once again. Her fingers skimming over the waistband of her

pants, she skillfully glided her hand into Arizona's pants,

squeezing her bottom roughly.

Secretly, Arizona loved it when Callie took charge like this,

especially when she got aggressive. She loved seeing the marks that

Callie left on her skin, almost territorial. She groaned once again as

Callie's hands moved to the front of her pants, avoiding her throbbing

center, pulling down the pants tantalizingly slowly. Taking laboured

breaths, Arizona stepped out of the shorts, leaving her clad in only

her pink playboy underwear, that she knew Callie loved.

Growling, Callie kissed her way down Arizona's body, her jaw, her

neck, the valley between her breasts, her stomach, before stopping at

her panties. She took them into her teeth and pulled them down slowly,

stopping at her ankles to allow Arizona to step out of them.

Throwing them behind her, Callie stood slowly until she was face to

face with the object of her torture. Arizona was breathing heavily,

sweat dripping down her face, her eyes closed in anticipation for what

she thought was about to happen. She opened her eyes and met Callie's

intense gaze. Losing herself in Callie's deep eyes, she did not notice

Callie's hand moving down her stomach.

She gasped as Callie's hand cupped her mound, kissing her jaw line as

she slipped two fingers into her. Arizona began to pant as Callie

pumped her fingers slowly in and out of her, her tongue lavishing

Arizona's skin. Callie's movements became more frantic, her fingers

curling inside of Arizona.

Arizona felt her release coming, it was so close, she was so close...

"Wha- Hey!" she almost screamed, upon realising that Callie had

removed her fingers.

Callie put a hand over her mouth in an attempt to cease the impending

laughter, but to no avail. Laughter escaped her lips, and rather

loudly, to Arizona's dismay. Arizona placed her hands on her hips and

tapped her foot impatiently, awaiting her partner to say something.

However, upon seeing Arizona's seemingly serious face Callie's

laughter increased. Then she began to pout.

"Aw, babe, you know I love you," Callie said, hoping to be in her good

graces once again, although she knew it was all playful banter.

Arizona continued to glare at Callie, lips pouted. Callie found her to

look adorable, not threatening in any way. She leaned forward and

pressed a short but sweet kiss to Arizona's lips. "Love you, baby."

Arizona's heart melted on the inside, but she could not let it show,

she had to at least try to keep up with the pretenses. Callie had to

break first. It was getting increasingly hard, though, especially when

Callie called her 'baby' she knew that she wasn't going to last much

longer.

She mustered up her remaining strength and continued to pout at

Callie, who continued to smirk. Then, Callie began to undress herself,

threw her clothes out of the stall, closed the door and turned on the

shower. She moved to stand under the hot water, knowing that she

needed a cold shower, but also knowing that the warmth was a sense of

comfort for Arizona. She grabbed the still pouting Arizona by her

bicep and pulled her under the spray, her back to Callie's front.

Callie held her close as the water ran down their close bodies.

Arizona remained still as Callie held her from behind, adamant in

being the winner this time. Callie ran her fingers through Arizona's

wet hair and pressed a kiss to her shoulder as she soaped Arizona's

back, "Ari? You okay?"

Arizona shrugged. Callie turned her in her arms and gazed into her

baby blue eyes, raising her eyebrows. Arizona mirrored her actions,

raising her own eyebrows. Callie let out a breath, "Oh you're not

serious?"

Arizona folded her arms once again and Callie sighed, "Fine, you win

Arizona. I could never compete with you."

Arizona still remained motionless. Not knowing what else to say Callie

quickly added, "I love you," and punctuated it with a smile. Arizona

sighed and unfolded her arms, "I love you, too."

Callie grinned and pulled her closer and kissed her soundly on her

lips and mumbled, "I still won though."

Arizona scoffed and turned Callie around so that her back was on the

glass wall. Noticing the smile on her face, Arizona couldn't help but

feel one appear on her face as she moved in to kiss her.

She laced their fingers and placed them above Callie's head on the

glass, her other on Callie's hip. Callie raised her hand and cupped

Arizona's cheek, running the pad of her thumb over her wet cheek. She

pulled away slightly and looked into her eyes, smiling. Arizona

returned the smile and kissed Callie once again. Her hand caressed the

soft skin of Callie's hip as she slipped her tongue into Callie's warm

mouth.

Then, the bathroom door opened and a startled Lexie found herself

staring at the lovers, naked in the steaming shower. Callie broke the

kiss and turned her head only to find Lexie looking surprised and

rather embarassed judging by the look on her face. Callie smirked as

Lexie stumbled out of the bathroom. Arizona looked up in time to see

Lexie shuffling out of the bathroom and Callie with the biggest grin

on her face.

"Calliope!" she immediately scolded, lightly tapping her on the arm.

"What?" Calie started, "Oh come on, you have to admit that was kinda

funny."

"We probably just scarred Lexie for life."

Callie let out a breath, "I doubt, we were only making out. Well at

that moment."

Arizona sighed and turned off the shower, stepping out and grabbing

her towel off the rack. Wrapping it around her body she grabbed the

other towel and started to dry her hair. Callie had stepped out and

walked over to Arizona, "Come on, let's get out of here so Lexie can

bathe and we can get some coffee." She pressed a kiss to the base of

Arizona's neck, causing Arizona to smile.

She wrapped her hair up in the towel and nodded, "I think we used all

of the hot water, though."

Callie shrugged as she grabed her towel and wrapped it around her

body, opening the door and holding out her hand for Arizona. She

simply rolled her eyes and took hold of Callie's hand before

whispering into her ear, "You have to tell her she has to take a cold

shower."