OK, well, this is my first attempt at a true Adult fic. The idea for this popped into my fron (Well, more like slammed) in the middle of an intense karate-training session. Woops. Suffice it to say, my brain was in other places for the rest of the night! I'm intensely anxious about the response to this first Smut attempt, but don't hold back in your reviews if it sucks! If my attempt at putting plot/justification to it all is terrible, well, tell me that too! My glorious beta NoCleverSig has told me it's good, but she might be lying :O PLEASE let me know :D

Work Out
(Copyright MajorSam, 2010)

Will couldn't sleep. Too much had happened this week, and he'd been getting about as much sleep as Magnus usually did because of it, which was hardly any. The whole week had been one catastrophe after another – abnormals breaking out, others getting sick, tips from informants turning out to be completely bogus. And then there was last Thursday and the shipwreck.

They'd received the call for rescue at 4 a.m. Bleary eyed and slow- moving Sanctuary staff had been the first on the scene. Then John Druitt had showed up and started saving, then killing people. The Sanctuary had been taken over by a mad electrical being, which may have been the solitary reason for Druitt's Ripper madness. Then Electro (Thank you Henry) had been on the verge of destroying everyone, but John gave himself up to it to continue his battle to keep it in check, prevent it from wreaking its havoc at will. Oh, right, all this happened after John confessed his enduring and undying love for Magnus. Crap.

What had really topped it all off and caused Will to be so wound up, however, was the fact that when John had made his claim, Will had felt something stir inside him. Protectiveness. He'd actually wanted to physically pull Druitt aside and demand if he knew what his confession would do to Magnus. Maybe take him out back and punch him in the face, repeatedly, for the damage he'd already done that day… killing, in her own home! Never mind the dark past they shared, and what realizing her fiancé was The Ripper must have done to a young Magnus… God! He really needed to stop thinking!

Without realizing it, Will's preoccupied mind had led him to a part of the Sanctuary he'd never visited at this hour. The halls looked different in the gloomy darkness that sometimes permeated the vast Sanctuary at night. He decided to focus on these changes, really look at the long halls, the intricate carpets, the art. Hopefully he'd distract himself enough to not see the look on Magnus' face when John had said those words.

Will, having successfully lost himself in his musings, was snapped suddenly out of them when he heard… grunting! What the…

Yes, there was grunting. And groaning. And a lot of "thump" type noises. Was someone…

He rounded a corner and gasped. Magnus was being attacked by something huge and hairy! Will was about to cry out, leaping forward, but stopped himself.

She wasn't being attacked! The hairy thing was the Big Guy, and they were… sparring! Wow…

Will looked around the room and recognized he'd wandered into the gym. It was large, full of fancy equipment and one of those weird rubbery exercise floor things, in vibrant blue, with a huge mirrored wall running its entire length to his right. Magnus and the Big Guy were sparring on a wide open area of the matted floor which was always kept clear for just such an exercise.

Will would have thought that Biggie could take anyone down by sheer power and size, but Magnus was ducking and weaving like a phantom. She was tall, but her strong body propelled her around with grace and flawless efficiency. Will was transfixed, watching them. Biggie was in his usual loose, practical clothing, but Magnus was wearing what looked like high-end exercise attire. Her pants were black and hugged her skin so tightly he might almost call them leggings. They conformed to her muscles, allowing her to move with no interference. Her top was barely a top – more of a slightly longer sports bra, also black. Will had never seen so much bare Magnus torso before, and seeing it now, working hard, shiny with perspiration forced him to take a deep, steadying breath, before he continued his perusal. She was barefoot and completely devoid of makeup. Her hair, usually perfectly curled, straightened, or something, was tied back in a simple ponytail. Throughout her workout, strands had escaped and now clung in various patterns to her forehead, cheeks and neck. Will had the sudden urge to reach out and tuck the errant strands behind her ears…

He shook himself, and forced his eyes to focus on the actual sparring instead of Magnus' lean physique. He'd never actually seen either of them fight one-on-one before. The Big Guy was huge, but his attacks weren't as clunky as he would have expected. He obviously knew his own body very well, and just how to use it. Will had always known Magnus was a good fighter. One hundred and forty or so years in her business? Yeah, she definitely had to know some moves.

Will leaned against the door frame as he continued to watch. Dodge, feint, attack, back off, attack, defend the counterattack… Neither opponent was playing easy, and Will felt uneasy at the power of the attacks. He had never ascertained the full extent of Magnus' injuries after her encounter with Druitt, but should she be taking such forceful hits just a week later? She would occasionally let out a low grunt or puff of air, but otherwise she gave no indication of pain or slowing down. The loudest noises escaping her were what sounded like growls of anger. She was literally fighting him. Bigfoot was trying to take her down to the ground, Will could tell, but she wasn't having any of it. He'd managed to hook his hairy leg around one of hers, but as he moved to grab her shoulder and knock her to the floor, she all of a sudden dropped almost into the splits, in an insane lunge, sweeping her leg free and causing him to land spectacularly on his bottom. She moved to leap on him, locking back her arm to pummel him, crying out, but she was so lost in her rage that she was starting to get clumsy. Big Guy easily grabbed her arm, leaping up and twisting it around her back, turning her at the same time so that he could wrap his arm around her chest in a crushing grip, pulling her back against him. Will couldn't see her anymore, Biggie's back being turned towards him, but he could hear her ragged breathing, and the sounds of struggling as she tried to break free. Biggie started saying something, too low for Will to make out, but it caused her breathing to eventually even out.

After a minute or two, he released her, and she immediately walked over to the far side of the sparring mat, back still facing him. She picked up a water bottle from where it rested on some kind of strength machine, and laid her arms on the bar, leaning to rest her forehead upon it.

As soon as Bigfoot turned, he saw Will. To his credit, the Big Guy didn't hesitate at all in his walk out of the gym. He stopped about a foot away from Will. The young psychiatrist waited for him to speak, but he just stared at him, and Will felt like he was being evaluated in some kind of test. Finally Biggie grunted and walked past him and down the hall, disappearing from sight.

Will took a deep breath. Something was definitely going on with Magnus, and the Big Guy, one of her oldest friends and protectors, had deemed him worthy of helping her. She still had her back to him, so he, not wanting to disturb her from pulling herself together after the fight, padded as quietly as he could across the gym towards her. Once he was almost within reach, he coughed lightly to grab her attention. She didn't hear him. He coughed again, but she was so wrapped up in her thoughts she still didn't react. Deciding it was worth the risk, he took a step forward and gently laid his hand on her shoulder.

With a startled cry, she pitched her arm back, wrapped it around his neck/shoulder, did some funky twisty thing with her legs and hips, and all of a sudden he was lying flat on his back, winded, with a wild-eyed Magnus on top, digging one knee into his sternum so he could barely breathe while the other dug into his right side. Her right hand held his neck in a vice grip while her left crushed his arm into the floor, balancing herself.

For a moment they both froze, staring at each other, brains working overtime to catch up on what had just happened. As Will's mind cleared, his acute powers of observation led him to some rather interesting discoveries.

Magnus was hot. Well, Will had always been more than aware that she was HOT, but he meant temperature wise. He didn't know how long she'd been working out, but her skin was like fire. Her face was flushed red and shiny sweat covered her, dripping down her neck into the cleft of her sports top, which was heaving in exertion, thrusting her chest closer to his face than it had ever been. Every time she breathed out her hot breath hit his face, and he felt himself becoming warm in response.

So lost in cataloguing the situation, Will didn't realize that Magnus had been doing the same. She finally recognized who she had pinned to the ground, and with a breathy, "Sorry…," she moved her hands to rest on either side of his head. Then she eased her right knee off his chest, sliding to the ground so that she was straddling him, but not squeezing his life out. Will stayed completely still, fascinated by the way the little strands of hair that escaped from her ponytail stuck to her face and neck. Helen continued to stare down at him, trying to calm down her heavy breathing, get a hold of herself. It wasn't really working, and Will had to work very hard to gain the ability to speak.

"You ok?" he asked.

She blinked at him. Breathe in, breathe out…

"I'm fine," she replied, her voice strained, lifting her arms up from where they framed his head and shifting back on her knees to rest more on her haunches. This left her pretty much sitting on his lower torso just above his hips.

Will had definitely "warmed up" to her touch.

Her eyes bore into his, and Will had to fight to keep her gaze. Oh god… would she ream him out? Stalk out the door in disgust, fire him? Or just deny this had ever happened and never speak of it again?

Something in her eyes shifted, became feral, and her breathing was back to being erratic and heavy. He felt his own heart speed up in response. She just looked so damn good all sweaty and red, no makeup, and hair flying everywhere. He'd never seen her like this before, and the way she was staring at him was doing very bad things to his insides. But she couldn't ever want to… with him? Will didn't dare consider himself in even the same league as her.

All of Will's doubts and thoughts fled when, in the next instant, Magnus grabbed him roughly by the collar of his shirt and pulled him up to crush her mouth against his. He couldn't help but moan as she immediately forced his mouth open and tangled her tongue with his, sucking it into her mouth. The taste of her flooded him, and he was lost.

His hands flew up to grasp her hips, trying to gain some leverage, to sit up, but she made a sound deep in the back of her throat and pushed him back down to the ground - hard. Will had a feeling he wasn't going to have much say in how this encounter went. She let go of the death grip she had on his shirt and ran her hands down his chest, gripping his hips as she slid down his body, mouth leaving his with a wet popping sound. She grabbed his belt and with practiced precision had both it and the fly of his jeans down in barely two seconds. In two more seconds his jeans and boxers were somewhere near his ankles, and she was fumbling to peel off her exercise pants while staying perched above him. Will used her momentary distraction to suddenly buck up and throw her to the side, rolling them over so he was on top. She gasped and glared up at him, tensing her body to throw him back off, but he grabbed her arms and pinned them above her head, diving down to keep her pinned down by a kiss as she had done to him. She twisted and turned under him, still fighting, but he didn't let up.

Will expected her to settle, accept his temporary dominance, but she didn't. He slid his hands roughly along the bare skin of her curves, trying to hold her down by the waist. He felt her shiver underneath him, despite the heat of the room, and he grinned to himself. Her attempts to throw him off slowed down marginally as he finally started getting somewhere. He slid his thumbs under the waistband of her pants and peeled them down, taking whatever panties she was wearing with them. She growled, actually growled at him, but he was still too slow, and she resumed her attempts to throw him off, or at least get him to hurry the hell up! He pulled the leggings down as fast as he could, tossing them away, as well as fully kicking off his own jeans and boxers. Will wanted to take this, their first time, slowly, but Magnus growled again and thrust her hips up to grind his erection against her wet folds, and he knew there was no way this would be slow. He grabbed her hips to still them just long enough to thrust into her. Lights exploded behind his eyes… god she was tight... He tried not to dwell on her possible sex life, but as far as he knew, she hadn't been with anyone since he'd joined the team three years before.

He was forced out of his musings by the sudden clenching of Magnus' internal muscles, causing shockwaves of pleasure to course up his body. He rapidly reined his thoughts in, tensed his body and started driving into her with purpose. She groaned and hiked her legs up high around his waist, trying to angle herself so that every time he thrust in he would hit that spot. She needed this right now, needed so badly for the turmoil in her mind to be pushed aside, to live only in the moment, in the sensations of her body.

She needed more.

"Harder!" she demanded, clenching her internal muscles again, feeling Will shake and lose his rhythm for a moment. He gritted his teeth and picked up the pace. She wrapped her arms under his shoulders and up around his upper back, pulling him to her, chest to chest, her hot breath hitting him on the neck with every thrust. Sweat trickled down and stained his shirt but still it wasn't enough.

"Damnit Will, harder!" she yelled. He moaned and choked out an, "I am!" and the grip he had on her hips was bruising, but it still wasn't enough. For a third time she clenched her muscles just so and when he predictably faltered, she unhooked her feet from his back, planted them squarely on the ground and flipped them. It didn't really hurt as he landed on the soft, blue, rubbery ground, but Will still felt winded when his angle of penetration shifted. Helen couldn't help her eyes from rolling back in her head as he finally hit her G-spot. She leaned back, grasping somewhere around his shins so that she could keep the delicious friction as she rode him fast and rough, letting loose her anger at being slowed down by him. Will grabbed her strong thighs where they framed his torso, his nails dug in as he held on for dear life and she hissed at the sensation. Panting grew louder and louder as they both started the climb to the top, red faced and angry at the other for their attempts to maintain power.

Will wished he'd had the time to take her top off, wanting to see her breasts bounce above him as she rode. At least the top was short, and he could see her abs working as she moved.

Helen was so close… Will filled her perfectly like no one else had in a long time. Blood was pounding in her ears, drowning out her own cries, and it would take so little to tip her over the edge. She knew what she needed; she used her arms to push herself up from her back-leaning position, falling forward far enough that when she impaled herself on him one last time, her clit ground against his pubic bone. A strangled cry was torn from her mouth as she felt herself finally succumb, coming hard. She grasped blindly at his chest to prevent herself from collapsing on top of him but only managed to rip his shirt open, her hands sliding roughly over his chest before slipping over his shoulders to border his head.

The feel of her clamping down on him, insanely tight, combined with her hot hands running over his bare chest sent Will crashing right after her. He called out her name, "Magnus!," as he wrapped his arms around her back and pulled her down on top of him despite her efforts to hold herself up. He felt her shake and shudder, just as lost in bliss as he was, and he knew that however old she was, however distant she considered herself from most people, she was still just as human as he was.

As Helen finally started coming back to herself, she sluggishly pulled off of him and lay on her back beside him. Doubts and fears and questions ran rampant. Dear god, what had she just done! The last week had been so hard, physically, mentally, and emotionally. Despite how chaotic the work had been, her mind was stuck on John, always on John. He had been so like the man she used to know, used to love. Could his rage have been purely a manifestation of the creature's will, it's power over him? Was John really in there, somewhere, loving her still? The very thought of it caused a little blossom of hope within her, and she both cherished and hated it. She'd been so close to him at times that day, could smell him again, feel the strength and nobility he used to exude. She had longed to touch him, hold him, and do so much more. Over 100 years and he still had so much power over her. She hated that she could be so affected by one man, especially THIS man. She needed the control she had so easily held just a short while ago. Well, before Ashley had… Anyway, this wasn't about Ashley, this was about John. Magnus could admit that she had been growing more and more wound up as the week went by, but she hadn't faced the fact until Biggie confronted her. They'd argued, loudly, and when he had suggested she work out her frustrations in the gym, she had jumped at the idea. The thought of pounding out her rage at him, who she knew she couldn't really hurt, was blissfully freeing.

It had worked, at first. She had felt the adrenaline flow as she worked her body to its limits. Her mind was free of the countless thoughts that had been racing through her. But then anger had somehow wormed its way back in, swelling until a rage had overtaken her, and the point of the exercise was lost. She hadn't been freed of her internal battles; they had just manifested themselves in a different way. Big Guy had recognized that she wouldn't make any further progress tonight, and had left her to herself.

Then Will had showed up.

She'd been hot and fumingly mad and thinking about John when suddenly there was Will. John he was certainly not, but he was definitely a man, and he was there, and looking at her with such concern and good intent that… Magnus wasn't the kind to blush at the memory of sex, but she felt guilty at using him like that. It was completely unprofessional and she hoped he wouldn't think less of her because of it.

She rolled her head to the right to look at him, and found him staring at her in return. She closed her eyes for a second, gathering herself for the truth she expected to see – disappointment, disapproval, anger at her degradation of him. When she opened her eyes to face him, she was astounded. Understanding, forgiveness, and something else she didn't dare think about. They gazed at each other for several long moments, saying everything that needed to be said with no words. They'd gotten good at silent communication over the last three years. After a while, something shifted in his eyes and he frowned, looking away.

"Will?" she asked, quietly.

He didn't know how to tell her what he was thinking. They'd crossed major lines tonight, but he was still too embarrassed to express his concerns. His concerns that he'd disappointed her. He had wanted to help, though granted in a very different way, but when she'd accepted his help in the form of physical comfort, he felt he'd failed. She'd needed him to drive whatever demons she had away, but he hadn't been able to do so. He'd always considered himself a pretty decent lover, but she had needed to dominate to achieve satisfaction. He knew, rationally, that she had been upset, anxious because of John, but he still couldn't help feeling rather put-off with himself and his performance.

Magnus was concerned at his prolonged silence.

"Will?" she questioned again.

To Be Continued…

SO, how did we like Round 1! The more reviews I get, the faster I will post the next chapter! THANK YOU in advance for all good and bad reviews :) Bad ones are sent to the Big Guy to make delicious cake with!

MSam