Callie walked in to the apartment kicking off her shoes and pulling her shirt off over her head at the same time that she kicked the door shut behind her.

It wasn't until the shirt was hanging off of her arm - half a second away from being dropped on the floor - that she realized that she wasn't alone in the apartment... and that it wasn't Mark whose presence she felt.

Looking to the right she saw a flustered Derek Shepherd standing... his hands in his pockets, his mouth agape, and his eyes... yeah... glued to her black lace encased boobs.

"Crap!" She muttered and lifted the shirt back in front of her breasts.

"Sorry. Wow. Uhmm, Sorry. I... Sorry." Derek stumbled over his response to Callie's unexpected almost-nakedness.

She bit the inside of her mouth to keep herself from grinning. A girl does like to know that she 'still has it' and if Derek's rattled reaction was any indication, Callie 'still had it'.

Their moment of awkwardness was exasperated by Mark's entry in to the living room from the bedroom hall. He paused and took the scene in: Callie's flushed half naked form, Derek's flushed jumpy form... if he didn't know his two best friends as well as he did, he'd think he'd walked in on something not so innocent.

But he did know them.

...of course, that didn't mean he couldn't have some fun.

"So... how long has this been going on?"

Derek started nervously, "It's not what it looks like. I mean... it is... but it isn't. It.."

Callie, mischievousness sparking from her eyes, cut Derek off. "Don't, Derek. He knows now." She moved closer to Derek, "We might as well admit it." She stopped in front of Shepherd and lifted her hand to his chest, her eyes on Mark. "Yes, yes it's true Mark, Derek and I are having a torrid love affair, and you almost caught us in flagrante." Callie spared a glance up at the frozen/unsuspecting Shepherd and she almost felt guilty for her next move.

Almost.

Leaning forward she kissed Derek on the side of his mouth, leaving a small smear of her dark red lipstick on his skin.

Turning back to Mark who was now standing with his arms crossed over his chest, his mouth hanging open, Callie broke in to a full fledged grin.

She began to chuckle as she walked out of the room, leaving the two men slack-jawed and silent.

((()))

Derek was the first to speak. "So does she do that a lot?"

"What? Kiss you? I hope not!" Mark shuddered.

Derek lifted his hand to his lips self-consciously. "I was referring to the stripping in the middle of the living room thing."

"Oh, that. Yeah... she does that a lot."

Derek groaned quietly.

Mark responded, "Yeah tell me about it." He blew out a puff of air, "I don't know about you, but I could use a beer."

Trailing after Mark towards the kitchen, Derek spared a glance down the bedroom hall, before replying, "Beer would be good."