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AUTHOR'S NOTE: Since this series moves along timewise, but is apparently never ending, I've decided to take some liberties. Passion and Becoming will never happen. Thus, Jenny lives, Angel never decides to destroy the world, Buffy doesn't get expelled or kicked out of her house, etc.

"Ooh, is this new?" the Slayer asked, holding up an emerald green leather mini-skirt.

Sitting on her bed, Willow glanced up from her math homework and nodded, then went back to chewing on her pencil.

It was Friday night and she was home doing homework.

"Put it on."

Willow sighed and flopped back on her soft bed. "I told you, I'm not going to the Bronze tonight. I haven't seen Spike since last Saturday and I'm not about to miss him."

Buffy scowled and tossed the skirt on the bed. "C'mon," she whined. "You haven't been out with us all week."

"I see you every day at school and after school and in the early evenings..."

"But, that's school and research and slaying...this is fun." The Slayer turned back to the closet and rifled through the clothes.

Sighing, Willow rose to her feet and tugged her t-shirt over her head leaving her in a black lace thong. "Okay, I'll go until 9:45, then I'm outy."

Buffy continued to discard top options, digging deeper into the closet. "You've got to stay later than that. The band doesn't even come on until ten. Ah, ha." Turning around with a white sleeveless shirt in her hands, Buffy gawked. "Do you know you've gone from white cotton granny briefs to black lace porn queen thongs in record time?"

"No shit." Taking the shirt from Buffy, Willow slipped it on, buttoning it to a spot between her breasts, then she tugged on the mini-skirt. Zipping it closed, she turned in front of her mirror. The skirt fit like a glove and the shirt was cut short, ending just at her waist.

"The guys are going to go ape shit over you."

Willow slipped on black pumps and headed for the bathroom to do her makeup. "I don't care."

Buffy followed and perched on the counter. "So, will you stay?"

Sighing, Willow smacked her red lips and shook her head. "I'm not going to miss a chance at hot sex to listen to a garage band."

"Then leave Spike a note and have him meet you at the Bronze."

Willow's eyebrows went up at that. "Are you nuts?"

"No, he won't run into any other vamps there. I told Angel I was getting really tired of them hunting there and threatened to start hunting at the factory if he didn't find a different locale. He agreed."

"Really?"

Buffy grinned. "Well, first I fucked him until all he could do was lie there and groan."

Willow grinned back. "So, you're really back to the way it was. Just mutual fucking and orgasms for all?"

"Basically."

"Good." She began to brush her hair into a high ponytail.

"So, leave a note."

"What about Xander?"

"He'll just have to deal."

Willow thought about it for a moment, thought about dancing with Spike, having a real date with fancy coffee, chatting, holding hands and rock music at her favorite hangout, then nodded.

Heading back into her room, she quickly wrote a note and taped it to the outside of the French doors, then she and Buffy left for the Bronze.

*****

The Bronze was hopping, but not overly crowded. It was a nice night and a lot of couples were finding things to do for free out under the stars.

As soon as ten o'clock came, Willow began to keep an eye out for Spike. Sitting at the scooby gang's favorite table, she watched Xander and Cordelia dancing to the band. Buffy sat next to her, tapping her feet and sipping a diet soda. She noticed Willow staring at the door and patted the redhead's hand.

"He'll show."

Willow looked back at her friend and frowned. "If he can get away."

"I wonder how long he plans to keep his being able to walk a secret?"

"I don't know. We don't talk about things like that much. We don't really talk much at all." She continued to frown and Buffy began to frown along with her.

"Willow," she began gently, "Demon vampires are good for one thing, well a combination of things all dealing with making us scream in pleasure. Don't try to make this something more than that."

Willow gave Buffy a slightly sad look. "What if it's too late?"

Buffy's face fell and she groaned and begged, "Please don't say the 'l' word."

"I don't know how I feel. It's not like anything I felt for Xander."

"Spike is a demon."

"So is Angel, but you're so in love with him you can't see straight," Willow snapped. "You'll let him do anything to you."

"And wouldn't you let Spike do the same?"

Willow shook her head. "No." Buffy just stared at her until she groaned, "Okay, I don't know; it hasn't come up. Fuck."

"No kidding."

Xander danced over to the table. "Come on gals, dance time."

Buffy grinned and jumped to her feet, dragging Willow off her chair. "C'mon Will, dance, have fun, be a teenager. Stop thinking."

Sighing, Willow allowed herself to be dragged onto the dance floor. She tried to get into the music, but her mind and eyes kept wandering.

Spike slipped into the Bronze and made his way through the crowd. He had listened with half an ear to Angel's edict about avoiding the Bronze, but he wasn't about to start obeying the prick at this late stage.

And no way was he going to ignore the sweetly written note he had found. Willow had dotted the 'i' in his name with a heart.

As he approached the dance floor, Spike saw her. She looked exquisite. Running his eyes over her lithe form, he compared her appearance to the first time he had seen her dancing. Her clothes no longer hid her beautiful body. Her makeup and hairstyle accented the angles of her face. Her dance moves were much bolder.

Had he done all this?

Spinning, Willow saw him and stopped dead still, her mouth going dry. Spike stood on the edge of the dance floor, watching her with burning eyes. He was simply dressed in black jeans and a sapphire blue shirt. He was so gorgeous, she thought she might faint with longing.

Willow took a step, then another, her pace quickening until she flung herself into his welcoming arms, pressing her softness as close as possible to his hardness.

"Miss me, luv?"

She answered by dragging his mouth down to hers for a hungry kiss. Spike wrapped his arms around her waist and returned the kiss, sliding his hands under the back of her shirt.

Meanwhile, out on the dance floor, Buffy watched the couple kissing with equal amounts of envy and concern. A glance at Xander showed her that he was being extremely oblivious. Cordelia bumped into her, grinning and jerking her head towards Willow and Spike. Buffy smiled back and the girls moved to block Xander from the sight.

Unfortunately, he chose that moment to turn away from the band and notice that one of the scooby gang was missing.

"Where's Willow? Little girl's room?" He looked up and froze. Buffy and Cordelia shot each other looks. "Whaa...?"

"Xander, let's go get something cold to drink. All this dancing..." Cordelia said, grabbing his arm.

Xander jerked away from her, staring stunned at what could not possibly be Willow kissing... "She...he...they."

"Very good, Xander, nice pronouns." Cordelia was growing desperate and hissed at Buffy for help.

"Oh, yeah, right, drinks Xander." Buffy latched onto his other arm and he was unable to shake her off.

"This is not happening," he howled.

Over the music and the pounding of her heart, Willow heard that and pulled back from Spike. "Oh shit," she muttered.

"Oh dear, your little friend seems to have noticed us."

Willow glared at her lover who was smirking over her shoulder. "Go get me a decaffeinated latte," she ordered, giving Spike a shove towards the bar.

He didn't move. "He doesn't look happy."

Glancing over her shoulder, Willow saw that Buffy was shoving Xander backwards towards the stage. The look on his face sent a pang of concern through her. He was frightened and hurt. She looked back at Spike who was watching her carefully.

"I need to talk to him, try to explain."

"Did you know he would be here?"

"Yes."

"Then you wanted him to see us."

Willow winced at his perceptiveness. On a subconscious level she probably had wanted Xander to find out. "I didn't know if you'd show," she said feebly.

"He your boyfriend?"

The tightness in his voice made her look up a little startled. Was that jealousy? "Spike," she whispered. Reaching up, she ran her hand over the hard planes of his cheek. "I've never had a boyfriend," she admitted. "You know I've never had a lover. Until you...only you."

Slowly Spike nodded and turned his head to kiss her fingers, then stepped back and gave her a grin. "Decaffeinated latte? Why not just drink milk, pet?"

Willow smiled in relief as he disappeared into the crowd. Taking a deep breath, she turned and headed towards the out of the way table to which Buffy and Cordelia had dragged Xander. He sat slumped, his head in his hands, muttering under his breath.

"You haven't lost your mind, Xander," Willow said softly, sitting down next to him.

"Iced tea?" Buffy asked Cordelia.

Cordelia nodded. "Iced tea." They headed into the crowd.

Gently Willow laid her hand on Xander's arm and felt him flinch. "Xander..."

"Either I've gone nuts or you have," he said harshly, running his hands over his face and into his hair. "You could not have been kissing that thing."

"Xander..."

He shot her a look of confusion, terror and anger. "What is it with you girls? Human men just not good enough?" he yelled.

Willow felt herself paling and her back going ramrod straight. Explaining was one thing, defending... "I don't belong to you, Xander. You've never shown any interest in me outside of friendship...a friendship I cherish by the way. I can date anyone I want."

"Then date a human being for Christ's sake."

"No human beings have ever wanted to date me," she replied coldly.

Xander shook his head, groaning. "This is not happening."

"Grow up," she snapped. He looked up, shocked at her harsh tone of voice. "I'm dating Spike, yes, Spike," she said again as he shook his head. "HE likes me. HE wants me."

Xander choked on his breath. "He'll kill you...as soon as you get alone with him..."

Willow interrupted with a wave of her hand, "Do you think this is the first date? That I've never been alone with him?" She laughed harshly, finally releasing all the anger she had felt towards him over the past year. "Xander, I've been fucking him for six weeks."

A little part of her couldn't help but gloat at the shock that settled over Xander's face.

*****

As they made their way through the crowd, Cordelia kept glancing over her shoulder at Xander.

"He's a big boy. He can take it," Buffy said, not very sympathetic to his plight.

Cordelia sighed. "He's so naive sometimes."

"She loved him for a long time and he never noticed. AND, he never noticed that she moved on."

Cordelia shot Buffy a look. "Okay, he's dense...but, admit it, this is a big shock. Willow dating a high school guy is one thing..."

Buffy nodded and sighed. "Okay, I didn't take it too well either...at first."

"So, when did you fuck Spike?" Cordelia asked casually.

Stumbling, Buffy crashed against a group of freshmen. After apologizing, she grabbed Cordelia and dragged her towards the bar, muttering. "Willow's been telling tales..."

"Willow's mouth has a lot of uses," Cordelia replied wickedly.

Buffy shook her head in exasperation and they stopped at the bar. She tried unsuccessfully to get the bartender's attention.

"So?" Cordelia prompted.

Buffy hissed her answer. "That same night I found them together. Can we discuss this later?"

"I want details. And did Willow mention her new plan?"

Buffy shook her head, then noticed that Spike was now standing on her other side, grinning evilly at her. She sighed. "Hello, Spike."

"Hello, Slayer."

"I have a name."

"It's a silly name, pet."

"And Spike isn't?"

He acquiesced with a graceful half bow. "Touche."

Cordelia decided that she was tired of being left out of the conversation. "Hi, I don't think we've ever actually met, although you have tried unsuccessfully to kill me or have me killed, but since we're going to be rather intimate soon, I figure I should introduce myself. I'm Cordelia."

"Wha...?" Buffy said, looking from one to the other.

Spike just grinned. "So, did you have fun with my Willow last Sunday?"

Cordelia grinned back.

"And, she obviously mentioned her idea," he continued.

She ran her eyes slowly down and back up his body, then nodded. "As long as you don't bite..."

"HEY!"

Both looked at the Slayer.

"Have you gone insane recently, Cordy?"

"Willow didn't talk to you then," Cordelia confirmed.

Buffy was very confused at this point and was getting pissed at Spike's constant grinning. "Huh?"

Cordelia leaned over and whispered in her ear. Slowly the confusion was replaced with lusty knowledge. She gave Spike a pointed look. "Was this YOUR idea?

He held up his hands in surrender. "I just mentioned that I would have liked to watch the three of you. Willow came up with this on her own. She has a wicked little mind," he finished proudly.

"Apparently, you're a very good teacher," Cordelia replied.

Buffy gave up with a huff. "Fine, great, whatever, can we just get through this night first?"

*****

I've been fucking him for six weeks...It kept revolving in Xander's stunned mind. Finally he gasped out a denial. "No."

Now that the truth was out, the anger drained from Willow and she slumped in her chair. Xander was as white as a sheet and shaking his head back and forth. "Xander...I'm sorry..."

"Sorry, that you're dating a demon? Sorry that you're...you're...with a psycho killer monster?" he hissed.

"No, sorry that I told you like that," she replied gently. "I didn't have to be that harsh."

"You didn't have to be doing THAT with THAT!" Xander yelled.

Willow shushed him. "Xander, keep your voice down.You're being a little shrill, even over the band."

"Oh, I'm sorry Willow," he snapped sarcastically. "I guess I should just smile and let you destroy your life."

Sighing, she reached out for his hand, but he jerked it back. "I don't have cooties!"

Xander gave her a look of disgust. "God knows what you have."

Her anger began to seep back. "It's my fucking life," she yelled softly.

Xander shook his head, baffled. "Who are you? MY Willow doesn't swear. My Willow doesn't dress like...like a tramp. My Willow doesn't...oh God," he moaned.

"I've never been YOUR Willow," she replied coldly. "I'm a grown woman. As I mentioned, you're my best friend, but you don't own me. I can make my own choices...and right now, I choose Spike."

Xander buried his face in his hands and muttered, "It was bad enough that Buffy was dating Angel, at least he had a soul. Spike's just a demon."

"He's never done anything to hurt me...well, not much. I know the risks, Xander, probably a lot better than you do."

"I don't get it. I just don't get it." He looked up and Willow winced at the pained confusion in his eyes. "Why him?"

She thought about his question for a minute. "He's the first man who has ever wanted me."

"But, why would you want HIM?"

"I don't know, Xander. I don't know how this happened. But, I didn't do much to try to stop it."

"How, how did this start? How did you meet him?" Xander demanded.

Willow sighed. She had hoped that he would just accept the truth without her having to go into details. It was one thing to gossip with her girl friends about her lover. It was quite another to discuss it with the guy she had loved for years. "I was alone in the Library one night and apparently Drusilla hit me over the head. When I woke up, she was giving me to Spike as a present. He told me he wouldn't kill me, because that would just piss off Buffy, but..."

Xander latched on to her hesitation. "Did the bastard rape you? Is that it?"

Willow shook her head quickly. "No, he would never...okay, he didn't gave me a choice." She felt herself blushing, but forged ahead. "He forced me to have sex with him, but I enjoyed it," she finished quickly to forestall the comments she saw on his overactive face. "I enjoyed it enough to seek him out a week later. Okay, maybe I didn't consciously seek him out, but I found him. We've been together since then."

"Together? What the Hell does that mean?

"Um...I really don't know."

"Are you...oh God, I'm gonna be sick...are you in love?" Xander choked out.

Willow felt her throat constrict and she tried to take a deep breath. "I don't know."

"No, you can't be," he denied loudly, shaking his head violently. "I won't accept it."

"You don't have anything to say about it. I'm sorry, but that's the way it is. I couldn't stop you from dating Cordy; you can't stop me from dating Spike."

"It's totally different," he protested.

"No, it's not," Willow replied calmly. She rose to her feet and he looked up at her, nearly in tears. Willow sighed and gently caressed his shoulder. "I'm sorry if I hurt you, Xander. Please try to understand."

He simply shook his head. Willow gave him a sad look and turned to plunge into the crowd around the dance floor. She nearly ran into Buffy and Cordelia coming back with drinks.

"How'd he take it?" Cordelia asked.

Willow shook her head. "Not well. He's in major denial," she replied sadly.

"He'll deal," Buffy said. "He'll have to."

"Spike said to tell you he's over at a table on the other side of the club," Cordelia added. "I'll see you later." She walked over to Xander.

Buffy gave Willow a calculating look. "So, what's this about a foursome?"

"Sometime next week, when Spike can get free, if you want," Willow replied, a little distracted.

"I want," Buffy said, smiling. "Cheer up and have fun tonight. Me, I'm gonna dance a little longer, then go scout up my ex-honey. I wanna hit him a lot, then jump him."

"Have fun." Willow grinned and turned to find Spike.

He sat at an out of the way table for two, sipping an espresso. As Willow approached the table, he rose and held out the chair for her. Visibly startled, she sat down with a thump. Spike sat back down and looked at her.

"You okay, luv?"

"Yeah." She picked up her latte and took a gulp. As she set the cup back down, Spike leaned forward and kissed the foam from her lip. The band began to play a cover of Aerosmith's 'I Don't Want to Miss a Thing'.

"Willow, will you dance with me?"

Smiling, she took his outstretched hand and let him lead her to the dance floor. "All night long," she whispered as he took her in his arms.

*****

Spike clasped his hands together behind Willow's back and pulled her close. Sliding her hands around his neck, she leaned into him, letting him move them both to the music.

*I could stay awake just to hear you breathing
Watch you smile while you are sleeping
While you're far away and dreaming
I could spend my life in this sweet surrender
I could stay lost in this moment forever
Every moment spent with you is a moment I treasure*

The words of the song washed over her and Willow swallowed hard. As Spike's lips touched the top of her head, her eyes fell shut and her fingers slid into his hair.

Spike felt the warmth of Willow's body caressing his unnatural coldness. Holding her tightly, he circled, feeling something awaken inside him he had denied for too long.

*Don't wanna close my eyes
Don't wanna fall asleep
'Coz I'd miss you baby
And I don't wanna miss a thing
'Coz even when I dream of you
The sweetest dream would never do
I'd still miss you baby
And I don't wanna miss a thing*

As emotion overwhelmed her, a tremor ran through Willow and she stumbled. He caught her close and she raised her head. Their eyes met. Hers were full of tears.

*Laying close to you feeling your heart beating
And I'm wondering what you're dreaming
Wondering if it's me you're seeing
Then I kiss your eyes
And thank God we're together
I just want to stay with you in this moment forever
Forever and ever*

Smiling tremulously up at him, Willow blinked her tears away. Spike cupped her face with one hand and leaned down to kiss her eyelids tenderly, tasting the salt from her tears.

Then he kissed her lips, tasting her sweetness, drinking her innocence. To him, she would always be innocent in spirit.

What did she see in him?

*I don't wanna miss one smile
I don't wanna miss one kiss
I just wanna be with you
Right here with you just like this
I just wanna hold you close
Feel your heart so close to mine
And just stay here in this moment
For all the rest of time*

Through their thin shirts he could feel her heart pounding against his still chest. His heart was dead. It would never beat for any reason.

But, his emotions weren't dead. He could love. But, did he?

Willow tightened her arms around his neck, swaying against him as their tongues touched, sending shockwaves through her. His body, so hard and firm and silent against hers...It felt so right. She needed him, craved him.

She was very afraid that she could no longer live without him.

*Don't wanna close my eyes
Don't wanna fall asleep
'Coz I'd miss you baby
And I don't wanna miss a thing
'Coz even when I dream of you
The sweetest dream would never do
I'd still miss you baby
And I don't wanna miss a thing*

As the song ended and the band began to play something more raucous, Spike pulled back slightly and looked down into Willow's shining eyes. "Willow," he began softly. "We need to talk."

Slowly she nodded and let him lead her back to their table, her warm, moist fingers entwined with his cold ones.

*****

At the same time, across the room, Xander wallowed in his disgust much to his girlfriend's dismay. Buffy just ignored him, swaying to the music and watching Spike and Willow with a jealous eye.

"This is utterly disgusting," Xander muttered for the tenth time. Cordelia sighed and rolled her eyes, taking a big gulp of her iced tea.

"I really like this song. We could be dancing to it," she protested.

Xander replied in a voice that implied that she was totally crazy. "How can I keep an eye on Willow if I'm dancing with you?"

"Buffy, Mr. charm here is all yours. I'm going home. Tell Willow I'll be waiting for her call." Cordelia jumped to her feet and grabbed her purse.

"Sure, bye." Buffy waved distractedly. Cordelia waited a moment for Xander to try to stop her, then left in a huff.

"Why haven't you tried to stop this insaneness?" Xander demanded.

"Huh?" Buffy looked over at him and wondered if he could turn any redder. His ears were actually going purple. "I think it's insanity."

"See," he replied in triumph.

"No, the word you want. I don't think insaneness is a word. And, in answer, Willow is a big girl."

"He's hypnotised her or drugged her or something," he tried desperately.

Buffy sighed as Spike kissed Willow's eyelids. Why couldn't Angel be that romantic? "Huh? Oh, I already tried all of those. They're not true. She really wants to be with him."

"But, but, she's, she's...sleeping with him," he whispered harshly.

"I don't think they've ever actually slept."

"You know what I mean," he yelled.

Buffy grabbed Xander's chin and forced him to look at the dancing couple. "Look at them," she demanded. "Really look. What do you see?"

"Willow, my Willow, who doesn't even look like my Willow anymore, dancing way too close with a demon."

Buffy sighed loudly and put her head in her hands.

*****

Spike helped Willow into her seat, then sat down across from her. Their hands found each others and held fast. They sat in silence for a minute, each one trying to decide where to begin.

Finally, Spike broke the silence. "You've never had a boyfriend, never had a lover. Everything we have done has been new to you." She nodded slowly. "Why are you with me, Willow?" he asked softly.

Willow tried not to betray her surprise at his question. It was one she had avoided thinking about for too long. Finally, she answered as truthfully as she could. "I don't know."

"Do you love me?"

Willow stopped breathing, her heart pounding as her eyes widened. She hadn't expected that question. It was easy to fob Buffy off with 'I don't knows' and half-answers, but, Spike?

Spike's fingers caressed her knuckles, massaging the white skin. He watched the emotions, panic included, race across her expressive face. Finally, she took a deep, shuddering breath.

"I don't know." A tear slipped from one of her eyes and he watched it trickle over her pale cheek to dangle on the point of her chin. "I thought I loved Xander for so long...but that was a crush, I know that now. It wasn't real. It was never reciprocated. I don't know, Spike. I'm not sure what love feels like."

"I do," he replied softly.

Her eyes dipped from his, the lashes caressing her cheeks. Spike continued to watch her as he continued to touch her...needing to keep physical contact with her.

"Do...do you...love me?" Willow whispered, her voice full of longing and fear.

"Yes."

Willow stared at Spike, stunned beyond words. She had never expected this. It had taken all her courage to ask him the question. She had never expected his answer to be 'yes'.

Grabbing her purse off the spare chair, she stumbled to her feet, mumbling, "I have to...I have to...powder...you know...nose..." She fled into the crowd.

Spike took a sip of his cold espresso. Well, that was an interesting reaction.

Across the dance floor, Xander and Buffy watched Willow flee.

"What did the bastard do to her?" Xander demanded, half rising to his feet.

Buffy grabbed his arm and jerked him back down. "She probably went to the bathroom. Get a grip."

"Get a grip? GET A GRIP?"

"You're turning purple again."

"I'm gonna kill him."

Buffy rolled her eyes. "Oh, yeah, that's gonna happen. Look, I'll go check out Willow..."

Xander interrupted, "And I'll go have a word with the demon."

Rising to her feet, Buffy shoved him back into his chair. "No you won't, unless you want him to rip out your intestines and feed them to you. I'll talk to Spike, too."

"Then I'll go find Willow."

"In the ladies' room? Stay." Shaking her head, Buffy shoved her way across the dance floor towards the ladies' room. Finally, she pushed the door open and stepped inside.

Harmony and her four sycophants were primping before the cracked mirror. Willow sat on the counter at the far end.

"Ooh, look, it's the Sunnydale psycho," Harmony sniped. Her crowd tittered.

Buffy ignored her, muttering under her breath, "Maybe I shouldn't have banned the vamps from the Bronze." Pushing past them, she made her way to Willow. The other girl was incredibly pale, the only color on her face, two spots of rouge high on her cheeks.

"You okay, Will?"

"And who dressed the little geek? You're playing out of your league, nerdgirl."

Buffy rounded on Harmony. She could take their slashing comments, but Willow didn't deserve them. "Have you seen who Willow's with, Harmony? He puts every high school boy to shame."

"She doesn't have a date," Harmony denied. "She couldn't possibly..."

Buffy gave her a nasty grin. "Far side of the dance floor, bleached blonde, bright blue shirt, wicked cheekbones, OLDER."

Harmony and her gang couldn't exit the ladies' room fast enough. Buffy giggled, then sobered as she looked at Willow, who was staring blankly at the closed stalls.

"Will?"

"Oh, God."

"Will, what's wrong?" Buffy demanded.

"Oh, God."

A little panicked, Buffy grabbed Willow's shoulders and shook her. "Willow!"

"Huh, ow..." She pulled away from Buffy and looked at her. "When did you get here?"

"You were really out of it. What did he do?"

"Nothing," Willow stammered. "I'm okay. I just need to think."

"What did Spike do or say to send you running in here? C'mon, spill Will, so I can get out there and keep Xander from attacking him."

Willow jumped off the counter. "Oh, God!" She headed for the door, but Buffy grabbed her. "We've got a few minutes. Xander won't go anywhere near Harmony et al, who are probably drooling in Spike's coffee right now."

"Maybe he'll bite them," Willow mumbled, slumping against the counter and wrapping her arms around herself.

"Even though there isn't a group I'd wish to see bitten more than them, I'd have to do my duty and stake him," Buffy replied in a martyr's voice. "Now, what's wrong?"

Willow took a deep breath, shuddered, tried for another breath and gasped.

Buffy attempted to lighten the mood. "He gasped at you? No, that can't be right; he doesn't breathe."

Glowering, Willow choked out, "He said he loves me."

Buffy stared at her best friend, who grew more and more defensive. "Oh," Buffy finally said. "What did you say?"

"That I needed to powder my nose," Willow muttered, flushing at her own idiocy.

"You just left him there after he dropped that bombshell?"

Groaning, Willow buried her face in her hands. "Oh, God, I don't believe it."

With mild interest, Spike watched the five girls edging their way over to him. The lead was a vacuous blonde. They all were young and dressed like tramps. The blonde bimbo plopped down into a chair and batted her fake eyelashes at him.

"So, Buffy the psycho says you are here with *Willow*, which I know just can't be true."

"Why?" he asked, actually a little curious.

The bimbo appeared stumped by that. "Huh? Well, because, well, it's Willow Rosenberg," she finished, as if that answered his question.

"Yes, Willow Rosenberg is my date."

"Gotta be blind, right? Someone set you two up?"

Now this was getting amusing. Leaning back in his chair, Spike smiled and the twit's eyelashes fluttered faster. "Actually, someone did set up our initial meeting...six weeks ago."

The eyelashes stopped; the eyes opened wide. "You've been dating the geek for six weeks?"

Spike's smile disappeared and he leaned towards the silly bitch. "By geek, I assume you mean she's intelligent?" he asked in a deadly voice.

"Oh, yeah, sure, she's a genius, really. It's just..."

"You don't think she's pretty," he continued her train of thought.

"Well, no."

"You're a fool," Spike said softly. "Her innocence makes her more beautiful than any of you little bitches."

Harmony got huffy and jumped to her feet. "Well!" Spinning on her high heel, she stormed off, followed by her gang of twits.

Back in the ladies' room, Willow was groaning into her hands, shaking her head, making herself queasy.

"Will you cut that out?" Buffy asked exasperated.

Willow gave her a startled look and stopped groaning.

"You have to face him?"

"No I don't."

Buffy sighed. "Yes you do." She dug in her purse and pulling out a lipstick, handed it to Willow. "Hot Passion." At Willow's blank stare, she clarified. "Red. Put it on and go tell Spike how you feel about him."

"Weren't you the one begging me not to make too much of this?"

"It's too late," Buffy replied with a sigh. "So, go make the most of it."

"I don't know how I feel," Willow replied in a small voice.

Buffy gave her a sympathetic hug. "Talk to him."

Slowly nodding, Willow took a deep breath and stepped back. Turning to the mirror, she reapplied her lipstick and pulled her ponytail tighter.

"You'll try to calm Xander?" she asked Buffy. The Slayer nodded, slipping the lipstick back in her purse. "Okay, I'm ready."

Buffy chuckled. "You're not going to your execution."

"Are you sure?"

Still chuckling, Buffy led the way out of the ladies' room. The two split up and Willow made her way back to Spike. He was alone, sipping his drink. When she approached, he rose to his feet and held her chair for her. Willow couldn't help but blush at the courtesy.

Once he was seated, she took a deep breath and launched into a rambling monologue. "I'm sorry I ran. I didn't expect that answer or any answer or...I'm sorry. I don't know what to say or what to do or how to act or...Oh, God, this is rambling to nowhere. How you could possibly love me, I don't know. I've never been more confused in my life, even after our first time, and, when did you realize you love me? And what about Drusilla? And what kind of future can we have? And how can I take you home to introduce you to my parents? And did you know I'm Jewish and my father will freak if I get involved with someone who's not Jewish, and I know you're not Jewish because...well, because. Oh, God..."

Spike grinned and laughed, then reached out and tugged her onto his lap. Smiling down at her, he kissed her nose, then replied in an amazed voice, "I really do love you, Willow Rosenberg."

Looking at Spike, Willow just shook her head. "Why?" she whispered.

"I don't know, luv. I may be two hundred years old, but emotions still baffle me."

Slowly Willow wrapped her arms around his neck and rested her head on his shoulder, murmuring, "I'm scared."

"Of me?"

"Of everything."

Spike turned his head and captured her lips, kissing her tenderly. "We'll take it day to day, moment to moment. I have all the time in the world."

The irony made her giggle for a second, then she sobered and kissed his smooth cheek. "I don't know how I feel, Spike."

"That's okay, luv. I can wait."

Their eyes met and Willow tried to smile at the intensity of his gaze. Gently, she ran her fingers over his cheek and into his hair. "While we wait...well, it has been a week."

Spike tried to keep a straight face. "Are you asking me to make love to you, Willow?"

His words sent a bolt of emotion through her and she swallowed hard. "Making love," she whispered. "Is it different?"

"Oh, yes," he murmured in reply, then kissed her again, holding her close.

"Then yes, I want to make love with you. I want it very, very much," she said, pulling back slightly. There were tears in her eyes.

Spike knew she was very confused. He was, too. Love had snuck in and hit him over the head. He didn't know what to do about it either.

It wasn't going to go away. If she didn't love him yet, he knew she wasn't far from it. That was equal parts ego and experience talking, but he knew the intricacies of a young woman's heart, probably better than Willow did.

They were just going to have to muddle through together.

Suddenly, the band announced their final song, a cover of Sarah McLachlan's "Possession".

"Last dance, Willow?"

Slipping from his lap, she nodded and let him lead her to the dance floor. Arms circling her waist, one hand on the small of her back beneath her shirt, Spike pulled her close and they began to sway.

Willow rested her head against his chest, her hands gently kneading his shoulders.

*Listen as the wind blows
from across the great divide
voices trapped in yearning
memories trapped in time
the night is my companion
and solitude my guide
would I spend forever here
and not be satisfied*

They could only ever meet at night. They both knew this. They both accepted this. But, to Spike, it was unsatisfactory. He needed her always.

One delicate hand slid up to his neck, then down inside his shirt, caressing smooth, cold skin. Willow loved his coldness. Like ice melting against her heat. She could hold him forever.

*and I would be the one
to hold you down
kiss you so hard
I'll take your breath away
and after I'd
wipe away the tears
just close your eyes dear*

Willow let her eyes fall shut and Spike's head came to rest on top of hers. The music washed over her, flooding her senses with emotion. He took her breath away...

*Through this world I've stumbled
so many times betrayed
trying to find an honest word to find
the truth enslaved
oh you speak to me in riddles and
you speak to me in rhymes
my body aches to breathe your breath
you words keep me alive*

Spike pulled her closer, rocking her softness against his hard body. He needed her, this tiny woman-child in his arms. He was very afraid that he needed her to survive.

Her breath caressed his chest, warm and soft. He would never breathe...but he could live for her breath on his skin.

*and I would be the one
to hold you down
kiss you so hard
I'll take your breath away
and after I'd
wipe away the tears
just close your eyes dear*

*Into this night I wander
it's morning that I dread
another day of knowing of
the path I fear to tread
oh into the sea of waking dreams
I follow without pride
'cause nothing stands between us here
and I won't be denied*

How much longer could he bid her goodnight before the sun's rise? It hurt to leave her. It would kill him to stay.

In his dreams, they walked in the sun together.

*and I would be the one
to hold you down
kiss you so hard
I'll take your breath away
and after I'd
wipe away the tears
just close your eyes...*

Tears leaked from Willow's eyes. Was this love? This hot, tight feeling in her chest? This aching need? Every time they were together, it became harder and harder to let him go.

The song ended and they stopped moving. Willow raised her head and Spike cupped her cheeks. His thumbs brushed her tears away and he kissed her.

He loved her. The joy that flooded her sent more tears streaming down her cheeks as she returned his kiss, holding him tightly, never wanting to let him go.

She wanted to dance with him forever.

"The dance is over," he murmured against her lips.

"Then take me home," she replied softly.

Spike's eyebrow went up and Willow smiled through her tears. "My parents are out of town for the weekend. I want to make love with you in my bed. I want to spend all day tomorrow in your arms."

The trust that shown in her beautiful eyes sent a stab of painful longing through him. She was giving him entry to her house, knowing what he was and what he could do...trusting that he wouldn't take advantage of her generous spirit.

"Willow, you don't have to do that. We can go to a hotel..." he said hesitantly.

Willow shook her head and placed a kiss on his chin. She understood his reluctance. "My bed. You won't hurt my family."

"You don't know that," he protested.

"Yes I do. I know you." She smiled and slipped from his arms, going back to the table for her purse. Spike quickly followed her and slid his arm around her waist. Willow looked up at him, at the warmth in his usually hard eyes. She drew in a shaky breath. "Will you stay with me? I want to wake up in your arms."

Slowly Spike nodded. "I can deny you nothing, my love."

"Then take me home and make love to me, Spike," she replied in a husky voice.

Pulling her against his side, he led her through the crowd to the entrance to the club.

Across the club, Buffy literally had to sit on Xander to restrain him during the whole dance. When he saw Spike and Willow leaving, he jumped to his feet, knocking Buffy off his lap. Only her agility kept her from landing on her ass. She grabbed his arm and pulled.

"Leave them alone."

"Let go, Buffy," Xander growled, trying to shake her off.

"Not on your life, which would be over if you confronted Spike."

"I can take care of myself," he huffed indignantly.

Buffy jerked him back into his chair. "Willow can take care of herself. She doesn't need you running after her. Why don't you concern yourself with your pissed off girlfriend?"

Xander slumped dejectedly as he realized Willow was gone. "Huh?"

Rolling her eyes, Buffy plopped into the chair next to him. "Cordy, remember her? Majorly pissed cheerleader?"

"She understands."

"Yeah, right."

*****

After storing the motorcycle in the carport, Willow led Spike to the kitchen door. Opening it, she turned to smile at him. "Please come inside."

Spike grinned and followed her into the house. Tugging gently on his hand, Willow pulled him behind her into her bedroom, turning on the light.

As Spike looked around her bedroom, Willow checked the answering machine, just in case her parents had decided to come back at dawn. There were no messages and she smiled in relief, feeling strangely shy.

After turning on the bedside lamp, Spike turned off the harsh overhead and turned to face Willow. He smiled at the look of uncertainty on her face. "You look like you're about to bolt."

Willow let out her breath, not even realizing she had been holding it. "This feels...weird."

Reaching out with gentle hands, Spike drew her into his arms, caressing her trembling shoulders. "Everything about us is weird, luv. We just have to go with it." He kissed her on the forehead and Willow looked up at him with shining eyes.

She was still nervous, but the fluttering in her stomach was joined by an aching pulse of longing. She had missed him. Pulling back, she walked over to her dresser. "Can you put on a cd while I change?" As Spike went over to her cd player to rifle through her collection, she drew an article of clothing out of her top drawer and went into the bathroom.

Spike finally chose a cd and turned on the player. A loyal devotee of punk music, he still knew enough about modern music to know that this McLachlan woman sang sappy songs.

The song they had danced to started playing and Spike kicked off his shoes and unbuttoned his shirt. As he was pulling down the covers on her three-quarter sized bed, the bathroom door opened. Glancing up, he nearly fell over, stunned.

Willow stood hesitantly in the doorway, one hand on the frame. Her glorious hair swirled around her shoulders and there was a faint pink tinge to her freshly scrubbed cheeks. Her body was covered by silk, white silk. The gown was very simple--no lace or bows or frills--it fell from thin shoulder straps to caress her breasts and cling to her hips before sliding down her legs to the floor.

He had never seen her looking more beautiful.

Willow gave him a nervous look and took a few unsteady steps into the room. She had spent all the money earned through tutoring for the past month on this nightgown. Did he like it?

Spike stared at her and asked in a husky voice, "Luv, was that expensive?"

"Um, why?"

"Because I have this overwhelming need to rip it off you and make love to you in its tatters."

The urgency in his harsh voice sent a shiver of desire through her and her strange shyness disappeared. "Do you want to ravish me?" she asked in a throaty voice, her hands sliding up her arms to caress her neck.

Spike clenched his hands into fists as his cock thrust painfully against his tight jeans. "Willow, don't you want me to be gentle?"

One little hand began to slide a strap down her arm. "Later."

With a growl of longing, Spike pounced, pulling Willow down to the floor with him. She landed on her back with a soft thud, her hair splayed around her head like a halo, her wrists captured in his strong hands.

Panting for breath, she waited for his next move. Spike loomed over her, his legs straddling her knees. Transferring both her wrists to one hand, he wrapped the other in the plunging neck of the gown and tore.

Desire flooded her and Willow moaned, watching the front of the gown tearing, baring her pale skin until she was nude from the knees up. Brushing the tattered silk out of the way, Spike bent his head and captured one of her puckered nipples, sucking and nipping at it. She whimpered and bucked against him.

Her glazed eyes focused on the bulge in his jeans. "Do you want me?" she moaned.

Lowering his hips, Spike showed her just how much. Willow arched against his erection as best she could, hampered by his muscular legs holding her down.

"Then take me," she begged.

Giving her a wicked grin, Spike shifted so that he knelt between her thighs, ripping the gown farther. Willow spread her legs, whimpering as need thundered through her. She could feel how wet she was, even though he had barely touched her.

Still holding her down, Spike unfastened his belt and jeans, freeing his straining cock. Pumping it once, he hissed at how painfully hard it was, then leaned forward. "Hard and fast, luv?" he whispered.

Unable to speak, Willow nodded and forced her knees up, tearing free of the gown so she could wrap her legs around his hips. Their eyes met and held. Willow whimpered as his cock nudged her opening, then gasped as Spike thrust forward.

All the while, he held her hands pinned.

As his hips pumped mindlessly, Spike grunted and let himself go. His mind wanted to love her tenderly...his body wanted to worship her...his cock wanted to fuck her into the floor. Guess which won.

Willow arched hard against him, her body on fire. The knowledge that she was pinned by his hand and his hard cock drove her insane with longing. As his hips began to pound against her pelvis, she met him, thrust for thrust, moaning and whimpering as her pleasure grew.

Their eyes never left each other as they mated with animalistic intensity.

Suddenly, with a loud yell, Spike came, filling her burning depths with cold semen in several sharp thrusts. Dipping his head, he captured the slender cord of her neck between his blunt teeth in a display of dominance.

The feel of his teeth at her throat sent Willow over the edge. She climaxed in a sobbing shudder, tightening her legs around his hips and grinding her sensitive clitoris against him.

As her trembling legs slid over the rough denim of his jeans, she whimpered, "Bite me."

Her softly spoken request sent tremors of longing through him and Spike let his eyes fall shut. Her trust was almost more than he could bear, but he couldn't deny her. He had denied himself for far too long.

Willow felt the feathery touch of his tongue on her neck, then a sharp, swift pain as two tiny daggers bit through her flesh. Moaning his name, Willow closed her eyes and reveled in the pleasure that flowed through her as he drank. She had never thought it would feel good.

As her sweet blood filled his mouth, Spike felt his cock harden again and he began to thrust slowly.

In a haze of growing pleasure, Willow arched to meet his thrusts, rubbing her aching clit against his pelvis.

In total control, Spike pulled back from her throat and looked down at her flushed face. Willow opened her eyes and saw his demonic countenance and screamed...in ecstasy. Her pussy clamped down on his cock and her body shook as her orgasm hit hard and abruptly.

"Spike," she sobbed, thrashing and arching beneath him.

Spike was stunned. She had come again. His feeding on her had made her climax. That had never happened with a human female.

The demon slipped away and Spike freed Willow's hands. Pulling his erect cock from her grasping pussy, he rose to his knees, looking down on her pale, trembling body. The two little wounds in her neck oozed blood, but he hadn't taken much.

Willow licked her dry lips as her body went limp. "Never so good," she crooned weakly, a delighted smile on her face.

Scooping her into his arms, Spike rose to his feet, then lay her on the bed, pulling the remains of the gown away from her. Removing his jeans and kicking them aside, he went into the bathroom.

Noticing his absence, Willow stretched languorously. She felt all warm and tingly. There was a slight pain in her neck, but she had donated blood enough times to know he hadn't taken very much.

As Spike returned from the bathroom, Willow ran her eyes over his lucious naked body. His cock was still hard as a rock and glistened from her secretions. He carried a wet washcloth and a bottle of disinfectant.

Sitting down next to her sprawled body, Spike began to dab gently at the bite marks, wincing sympathetically.

Strangely enough, he didn't feel guilty. He felt proud. He wanted to beat his chest and yell like Tarzan. Since Willow probably didn't realize the significance in his feeding from her, he kept silent.

Some night soon, he'd explain to her that by all the ancient traditions of the vampire community, she now belonged body and soul to him.

*****

Buffy strolled through the cemetery, swinging her bag with one hand and flipping a stake with the other. She was humming and appeared totally nonchalant.

She wasn't at all surprised when Angel stepped in front of her. "Hello, lover."

Buffy responded with her typical sarcasm. "Gee, what a surprise. I sensed you a mile off."

"Unlikely," Angel replied, smirking at her.

Sighing, Buffy ran her eyes over his gorgeous body--black silk shirt, black leather pants, black hair... "It's the aftershave, tres tacky."

A glint of devilishness grew in his eyes. "That would be Dru's perfume."

Buffy's eyes hardened and she stopped flipping the stake. Keeping her voice casual she asked, "So, all fucked out for the night?"

"Baby, I'm a vampire. We just keep going."

"Like that silly pink bunny."

Angel grinned evilly. "No, that would be you, Buff. On your knees, round, white tail in the air..." He made a lusty noise.

Buffy swallowed hard and gave him a calculating look. "It's Friday night. I haven't had a better offer," she said, giving him the impression that she'd been looking for one. "Want to go a round?"

"Fighting or fucking?"

"Aren't they the same?"

Grinning, Angel nodded, then glanced up at the sky as the wind suddenly picked up. "It's going to rain."

Buffy pointed down the path she had come. "The shed?"

"The shed."

*****

Every Friday night, Xander's mother went into L.A. and stayed out with her girlfriends until dawn, usually crashing at one of their houses. This Friday was no exception.

Slamming into the dark house, Xander stomped over to the liquor cabinet. Using his pocket knife, he jimmied the lock, then took a nearly full bottle of Jack Daniels and headed for his room.

Flipping on the light, he slammed the door and hit a button on his radio. Some pathetic country singer began whining about her lost dog or man, one or the other or both, he didn't give a fuck.

Throwing himself on the bed, Xander opened the bottle and took a healthy swig, then gasped and choked for several seconds.

After the disaster at the Bronze, he had gone to Cordelia's for sympathy. She had yelled at him for ten minutes, then told him to fuck off and slammed the door in his face.

Bitch.

Somewhere in her vicious attack, she had told him that if he didn't want her, he didn't know what he was missing and he could spend his life jerking off in front of her picture, because he wasn't going to get her to do it for him.

Whore.

He took another drink. This time, the whiskey went down smoother, but did nothing to calm his anger. The vicious bitch had accused him of wanting Willow, of wanting to do to her the things that Spike was probably doing to her at that moment.

Xander shuddered at the mental image of Willow cowering at the vampire's feet, forced to satisfy his unnatural lusts.

No, he had never wanted Willow! Willow was his friend, his best friend. The only time he had seen her naked, they had been four and had spent an hour rolling in mud. Her mom had stripped them both and thrown them in the nearest bathtub.

Another slug of whiskey and he closed his eyes. The image popped back into his slowly fuzzing mind. Willow...naked...on her knees, her mouth...wow, she had a pretty mouth.

NO. This was sweet, innocent Willow.

Except, she wasn't so innocent anymore.

Xander groaned her name and opened his eyes to see Cordelia staring at him from the picture frame beside his bed. Slamming it down, he broke the glass and removed the picture. It was of her in an elegant white dress...pretending to be pure and virginal.

Sneering, he pictured the dress torn from her breasts--breasts he had seen only by the light of the moon in the back seat of her car. In his mind, they were pale and big, tipped in dark pink.

Closing his eyes, he felt his cock begin to stir.

*****

The candles were still in the shed and Angel lit them, while Buffy found the blanket, thrown in a corner and spread it out on the floor. As she did so, she noticed the handcuffs were gone, though the ring was still bolted to the floor.

"So, after I left you here...did you chase after me or did you jerk off?" she asked casually.

"I figured you had gotten too good a head start..."

"Uh huh." She grinned and dumped her bag and stake on the floor, then turned to face her sometimes lover. He was leaning against the door, looking at her with hot eyes. Buffy felt lust charge through her veins and licked her lips.

"So, lover, what are you in the mood for tonight?" he asked.

Buffy smiled and responded lightly, "Oh, fucking you in the ass."

Angel frowned and shook his head. "Not again."

"Oh, c'mon," she wheedled. "I'll let you do it to me first."

"I can do it to you anytime I want," he bragged.

Buffy made a face and stuck her tongue out. "I'll make you come this time."

"That's a foregone conclusion," he replied coldly.

"Can I persuade you?" Buffy began to walk towards him, her hips swaying.

"I doubt it."

Her hands began to unbutton her shirt, then slipped it off, leaving her in a skimpy black bra. She started to unfasten it, but he held up a hand.

"Leave it on."

At the husky quality of his voice, Buffy looked at him, noting his attention on her wonderbra, and smiled slightly. Kicking off her shoes, she slid her skirt down her hips. She wore a black thong that matched the bra.

Glancing down, she pretended to be fascinated with her breasts. "Isn't this bra great? It makes my tits look a full size bigger and look how it mounds them together." She cupped her breasts, raising them higher. "Ooh, look, my nipple's about to pop free."

Grinning, she rubbed her breasts against his silk shirt, then jiggled.

Angel grabbed her wrists and together they massaged her lace covered breasts. Releasing her, he caught the front of each cup and pulled down. Her breasts popped free, riding much higher than was natural.

Buffy gasped as the bra tightened around the lower part of her breasts, then looked up to see molten lava in her lover's eyes.

Angel glanced wildly around the room, then lifted her and sat her on top of a pile of tombstones, placing her breasts right in front of his crotch.

Grinning, Buffy reached for the straining front of his pants. They had never done this. The idea sent a shiver of longing through her and she squirmed against the cold marble.

*****

Spike finished dabbing disinfectant on the fang marks, then set the bottle and cloth on her nightstand.

"You'll be okay," he murmured, brushing her tangled hair off her forehead before placing a kiss there.

Willow began to giggle. She couldn't help it. "I'm not an invalid," she protested. "I've lost more blood in a blood-drive."

"Still, this was the first time...it takes a while to get used to..."

Shaking her head, Willow sat up, then rose to her knees. "I'm young, I recover fast," she quipped, then glanced down to see his hard cock thrusting towards her. "And little Spike needs some attention."

"I do not call my pecker, 'little Spike'," he laughed, then groaned as her lips encircled the head. "Luv, you don't need to do this..."

Stretching out on her stomach, Willow grinned up at him. "Luv, I'm addicted to doing this."

Spike leaned back against the headboard and watched her nimble fingers caress his painful cock. He groaned again and arched his hips. "Willow, I'm going to come on your hands."

"Ooh, don't want to waste it." Leaning forward, she slid his cock into her mouth until he prodded the entrance to her throat. Running her mouth up and down, she began to suck and gently scrape her teeth along his sensitive flesh.

Hearing him groan again, she sucked faster, her hand cradling his balls. She ran her tongue around the tip, tasting him, then slid her mouth down to his heavy sac to lick his balls.

"Fuck," he yelled, bucking his hips. Delighted, Willow took him back inside, sucking on the tip and pumping with her hand. With another hard thrust, he came, filling her mouth.

Continuing to pump him gently, Willow swallowed and listened to him gasp and groan. She loved it when he came in her mouth and she knew she was getting better at sucking cock.

Spike certainly didn't seem to object to her lack of training.

*****

Taking another swig of the whiskey, Xander set the bottle down on the bedside table with an unsteady hand. He frowned at the picture of Cordelia that he held in his other hand. Bitch, fucking bitch. Why couldn't she just once be sympathetic to his feelings, his problems?

Closing his eyes again, he imagined her in her torn dress, kneeling at his feet...no, better, she was draped across the back of the couch, her plump ass trembling, as he brought his belt cracking down across it. He had long thought she deserved a good whipping.

Who better to give it to her? Might make her a little more meek and sweet...like Willow...

The belt fell again. There were freckles on the ass now...and red hair peeking from between the legs.

Xander groaned as his cock leapt to life, straining against his jeans. He quickly opened the fly and reached into his boxers, freeing his throbbing dick. Licking his suddenly dry lips, he pictured both Willow and Cordelia whimpering and bucking as he beat them.

His hand began to pump his straining cock and he grunted. The scene in his head switched and he was thrusting his cock into Cordelia's wide-open mouth. His hands were in her hair, holding her head still as he fucked her face. He could tell she hated it. Of course she hated it. He was mussing her hair and lipstick!

Grinning, Xander began to thrust harder against his hand and pant. Opening his eyes, he stared at his purplish cock, then at the picture. Tossing the picture onto the bed next to him, he rolled over and began to thrust against Cordelia's face, grinding his throbbing cock into the picture.

"Bitch, take it bitch, eat it, suck my dick, swallow my cum, you love it, you know you love it, bitch queen," he babbled, then yelled as his orgasm slammed through him and he spilled his seed on the picture of his girlfriend.

*****

Willow and Spike lay under the sheet, curled around each other. They were listening to the mellow rock station--some ancient group was singing about a babe, or the babe, Willow didn't know. Spike seemed to like them, though. At least it wasn't Billy Idol.

He seemed content to hold her.

She was restless.

Pulling away from her lover, Willow sat up and opened the drawer of her bedside table. Pulling out a bag of Hershey's Nuggets, she unwrapped one and popped it in her mouth, looking forward to the sugar rush and the many things she could do with that extra energy.

She realized Spike was looking at the chocolates and she held the bag out to him. She was a little surprised he took one. His nimble fingers unwrapped it and he held it up, examining it closely.

"A passion of yours, pet?"

"Um, chocolate, a necessity of life," she mumbled, swallowing the sweet confection.

Spike gave her a wicked look and Willow's eyes narrowed. Taking out three more pieces of candy, he unwrapped them, but made no move to eat them, just held them in his hand.

"Well, you're a necessity of my life, Willow. Let me see how the two taste together," he said in a husky, lusty voice.

Willow's mind blanked and she gulped.

"Lay down on your back, sweet."

Obeying him, she kicked the sheet to her feet, then looked up at him with wide eyes. Spike urged her legs apart, then took one of the pieces of chocolate and slowly ran it over her labia and clit. Her heat began to melt the chocolate almost at once.

Willow gasped and swallowed hard as lust spread through her loins. As one Nugget rested on her twitching clit, Spike took a second and melted it slightly in her hot pussy, then inserted it in her anus.

She whimpered in pleasure.

The first Nugget was melted and Spike began to apply another one to her now erect clit, rubbing gently, coating her inner lips and his fingers with the gooey sweetness.

"Feels so good," she moaned.

"One more in your ass, luv," he murmured, inserting the final piece of candy.

Willow groaned and bucked.

Grinning, Spike moved between her spread legs and lowered his mouth. Hungrily he lapped at her clit, sending shivers of delight through her. "Umm, chocolately Willow." He licked harder, sucking the chocolate from her labia, then rolling her hips so his tongue could reach her anus.

"Spike...tongue...ass...oooh..."

Spreading her puckered back passage with his fingers he thrust his tongue inside, ladling out the hot, liquid chocolate. Willow squirmed in his hands, whining and babbling. He grinned and continued to suck the chocolate from her.

Sliding his tongue back up her pussy, he licked her clean until he reached her clit again.

"Yes," she hissed. "Clit...suck...clit...please."

Spike loved how unintelligible she became when she was near an orgasm. Fastening his lips around her throbbing clit, he sucked hard and she came, yelling his name and bucking against his mouth.

***** Freeing Angel's cock from its leather restraints, Buffy ran her hands over it lovingly, grinning as it swelled even more.

"Use your tits," he grunted harshly, taking a step closer.

Sliding his cock between her breasts, Buffy pressed her soft mounds around his hardness. As Angel began to thrust, she squeezed, moaning at the friction on her tender skin.

With lust-glazed eyes she watched his cock disappear and reappear between her breasts. The next time the tip popped free, Buffy bent and licked it. Angel grunted loudly and thrust harder, sending his cock into her open mouth.

Capturing it there for a moment, Buffy sucked noisily, then set him free. Angel grabbed her breasts and squeezed them hard around his cock. Wincing at the wonderful pain, Buffy squirmed as her pussy began to tingle.

"Ready for my cum, babe?" he grunted.

"I've heard it's good for the skin," she replied with a quick grin.

With a yell and a savage thrust, Angel came, splashing her breasts and neck with his creamy fluid. As his churning cock began to relax, Buffy licked the tip clean, then leaned back on her hands. Angel stumbled backwards and collapsed onto a bench.

"The least you could do is lick me clean," she said petulantly.

"I don't eat cum."

"You eat mine," she muttered and unhooked her bra, using it to wipe herself clean with a sigh. "You know, my mom is going to begin to wonder what the fuck I'm doing to my bras. Half of them are shredded or covered in grass stains or...other stains." Making a face, she dropped the bra on the floor.

"Your mom's oblivious to the point of absurdity."

Buffy had to agree with that. "So, did I persuade you?"

Angel shook his head, grinning. "You'll need to work at it just a little harder."

With another sigh, Buffy rose on unsteady legs and slipped her thong off. Affecting a martyr's air of resignation, she turned and knelt on the blanket. Leaning forward, she rested her head on her hands and wiggled her ass in the air. "Come and get it, lover."

She grinned at the sound of the bench being shoved backwards hard.

*****

Cordelia tossed and turned in her bed. She couldn't get the angry words she had shouted at Xander out of her mind. His never waning attention to either Buffy or Willow or both was driving her nuts! He never showed her half the attention.

He only turned to her when everything was hunky dory with the two great loves of his life.

And then, they still didn't FUCK!

Exasperated, Cordelia kicked the sheets to the foot of the bed. At this very moment, both his goddesses were probably getting happily fucked to within an inch of their lives...and she, the popular one, the one who could snap her fingers and have a guy in her bed in five minutes, couldn't even get her boyfriend to sleep with her.

Xander had been so cute in his pathetic, clueless way. He had no idea why she was angry. Standing on her porch, he had come looking for smoochies.

Well, she wanted more than smoochies...although, at this moment, she never wanted to see him again.

Groaning in frustration, Cordelia leaned over and felt under her bed. Pulling a backpack out, she opened it and pulled out her large vibrator. It was one of those you could buy at the local Wal-mart for massage purposes...yeah, like anyone used them for that.

Yanking her t-shirt over her head and wiggling out of her panties, she flipped the on switch and slid the vibrator between her legs.

Rolling it over her clit, Cordelia moaned softly as her sensitive flesh began to tingle and throb. After a few minutes of gentle touches, a pang of pleasure hit and she twisted the vibrator, rubbing it against her clit, at first gently, then harder as the tension inside her grew. Her hips began to bounce on the bed and she dug her free hand into the sheets as her breathing grew sharp.

"Damn you, Xander," she muttered as the first wave of pleasure crashed over her and her pussy spasmed out of control. Clamping her knees around the vibrator, she came, gritting her teeth together to hold in her cry of release.

Trembling, Cordelia let her legs slide down and fumbled for the off switch on the vibrator, then lay there staring into the dark.

The orgasm had helped, but had not freed her completely from the sexual tension that permeated every pore of her body.

She was horny. Fucking herself no longer was enough.

Someone needed to pay for her frustration.

Cordelia slid from her bed and threw on some clothes. Grabbing the backpack and her keys, she snuck out of her room.

*****

Willow lay sprawled on her back, staring at the ceiling, only half her senses working. Her body still trembled and her pulse was pounding through her. She would never have guessed how erotic chocolate could be.

"Luv?" Spike asked.

"Huh?"

He poked her gently in the breast and she whimpered. "I want you to shower and make sure all the chocolate is gone."

"Huh?"

Sighing airlessly, Spike scooped Willow's limp body off the bed and carried her into the bathroom. After setting her down on the vanity bench where she slumped in a nearly boneless heap, he opened the shower door. Turning on the water and making sure it was good and hot, he set her on her feet under the spray.

Willow yelped at the heat, then sighed and wiggled her toes. Her legs still threatened to give out from under her, but she managed to stay on her feet, reveling in the pounding beat of the water on her sensitized skin.

"Are you going to collapse?" Spike asked.

Shaking her head, Willow reached languidly for the soap and a washcloth.

"Are you going to join me?" she asked with a slow grin.

"I have something else to do," he said, leaving the bathroom.

Willow shrugged and began to wash herself.

Ten minutes later, she emerged from the bathroom, wrapped in a towel. Since her hair had been up, it was only damp and she was running a brush through the tangles.

Spike lounged on the bed, casually flipping through an issue of Science, which he tossed on the floor at her entrance. Willow noticed that he had draped thick blankets over her windows, not trusting the blinds to keep all the sun out.

"Will that be enough?" she asked worriedly.

"Should be. Your room faces west. The blankets are pretty thick."

Reassured, Willow set the brush aside and let the towel slip to the floor. Happily she watched Spike's cock stir again and settled onto the bed next to him. He rolled to face her and gently caressed her cheek.

"Make love to me?" she asked softly.

Spike replied in an emotion-filled voice. "You never need to ask, my love." Drawing her into his arms, he kissed her sweetly and began to caress her back and shoulders.

Willow pressed closer to him and returned his kiss, opening her mouth to receive his questing tongue. Her fingers began to run lightly over his chest and neck, then over his shoulders, sending shivers of pleasure through him.

As the kiss intensified, her pulse picked up speed and she began to squirm against his growing erection. Spike's hand slid between them and cupped one of her breasts. As his thumb began to massage her sensitive nipple, Willow moaned and nipped his tongue.

Rolling her onto her back, Spike leaned over Willow and gazed down at the rapt look of desire on her face. She was panting, her chest rising and falling quickly with each breath. Her beautiful skin was flushing with life.

Taking her hand, he placed it over his still heart and groaned softly as she ran her fingernails over his nipple, then leaned up and licked it.

"I love how pale and hard and quiet your body is," she whispered, as her hand trailed down the thin line of hair in the middle of his chest and stomach. "I wouldn't have it any other way."

Spike saw the truth shining in her eyes and smiled, then leaned down and slipped one of her puckering nipples between his lips. As he sucked and licked her tender nubbin into erection, his hand slipped between her parted thighs and began to caress her swollen clit.

Willow arched against his hand and moaned his name, begging.

Lifting his head from her breast, Spike licked his way down to her navel, then up to her other breast. Willow squirmed in desire and reached up to wrap her hands around his neck, dragging his mouth to her neglected nipple.

He scraped his teeth across it and she yelped, panting harshly.

As the tension between her legs grew nearly unbearable, Willow babbled, "You can bite...me...bite...okay to bite."

Placing a gentle kiss on the nipple, Spike shook his head. "No, only once a night, Willow."

"Oh." Her disappointment quickly turned to elation as his fingers slid into her hot, wet vagina. As three fingers began to thrust inside her, his thumb continued to twiddle her hard, throbbing clit. "Ooooh."

Just as her body tensed in preparation for her climax, Spike withdrew his hand.

"Nooo," she wailed, thrashing beneath him.

*****

Buffy trembled at the sound of clothing being flung to the far corners of the shed, then wiggled her ass again. Within seconds, Angel's hard cock was pressed against her curves, sending shudders of lust through her.

Leaning over her, Angel nibbled her earlobe and whispered harshly, "In your ass, babe."

Buffy shivered and nodded as she grabbed for her bag. Dumping the contents, she tossed him a jar of Vaseline.

"You mean you don't want it raw, sweetie?" he asked with a laugh.

"Ha ha. Use the lube or use your own rosy palm," she replied sourly.

He was still chuckling when he pried her anal passage open and slid two Vaseline-coated fingers inside. Buffy moaned and wiggled in pleasure as the fingers of his other hand slid across her puffy clit, twisting the sensitive flesh.

Caught between both sets of fingers, all Buffy could do was shiver and moan as her desire built.

The fingers in her ass slid out, only to be replaced by the slick head of his cock. "Ready, lover?"

"Fuck yes," she cried through clenched teeth, twisting on the fingers caressing her clit. As those fingers left, she whined and pleaded, "Now, please."

Gripping her hips in his strong hands, Angel leaned forward and thrust his cock past her tight entrance and into her anal passage until his pelvis smacked her ass.

"Yes," she hissed, pushing back against him. "Fuck my ass, lover. Fuck me hard."

Grinning at the feel of her muscles clamping around his rampant cock, Angel pulled back, only to thrust again, harder, driving his heavy balls against her pussy. Buffy moaned and thrashed in painful pleasure.

"Shit, girl. Clamp those ass muscles around my dick," Angel grunted as he began a quick rhythm.

Buffy moved against him as he pounded his cock in her ass. She knew she'd hurt tomorrow, but tonight...tonight, it was worth it. Biting her lip, she whimpered and bucked hard, tears leaking from her eyes.

"My clit, lover, make me come, please," she babbled as the hot tension in her pussy grew unbearable.

At the touch of his fingers on her clit, she yelled, climaxing noisily as her ass shook and her thighs trembled in ecstasy. "Angel..."

With a pop and a grunt, Angel pulled out of her and pushed himself away from her. "On your back, my lovely bitch," he ordered harshly.

Whimpering in pleasure, Buffy rolled onto her back, only to find her heaving chest quickly straddled. Her eyes nearly crossed at the sight of his wet, throbbing cock and she licked her lips, then opened her mouth wide.

Grimacing with unfulfilled lust, Angel leaned over her and thrust his cock in her mouth, burying it down her throat. As she gagged and gasped for air, he pulled back and came with a roar of pleasure, flooding her mouth.

"Drink it all down, my beautiful bitch queen," he groaned as Buffy sucked his softening cock, draining the last drop of his semen.

*****

Sliding up Willow's body, Spike caressed her hip and stomach as his tongue laved the small wounds on her throat. "Patience," he murmured. Gently he urged her to roll onto her stomach. Willow immediately began to raise to her knees, but he held her down. "No, stay there."

Willow squirmed against the mattress, but couldn't get enough friction to satisfy the need in her pussy. With a groan of frustration, she collapsed and lay still.

When his mouth touched her shoulder blade, she whimpered in pleasure. Brushing her hair off her shoulders, Spike began to kiss and nip every inch of her beautiful back.

When he licked the small of her back, Willow bit the pillow beneath her face, nearly insane with passion.

Spike kissed each of her bottom cheeks, then ran his tongue around her anus.

"PLEASE!"

He ignored her cries and squirming, gently caressing her body, stilling her movements with his hands and mouth. Sliding his lips over the backs of her thighs, he spent considerable time kissing the backs of her knees, listening to her sob.

"Sadist."

As her calves quivered beneath his dancing fingers, one big toe slid between his lips and he bit.

Willow shrieked and bucked, trying to grind her clit into oblivion. The tension and heat in her pussy was too much for her. Tears streamed down her cheeks and she pounded her fists into the mattress.

"Please," she sobbed, helpless against her burning need.

Smiling at her response, Spike rolled her limp body onto her back and slid across her. As his hard cock settled between her legs, he gently caressed the tears from her trembling cheeks and kissed her.

"I love you, Willow," he murmured and, raising his hips, thrust his cock deep.

Shrieking, Willow wrapped her arms and legs around him and ground her clit against him, climaxing in hard, quick, breath-stealing jerks of her hips that went on for nearly a minute.

"Spike," she wailed as he plunged into her grasping channel again and again and she continued to tremble and moan in pleasure. As he felt her body shuddering in release, he groaned and kissed her hard, thrusting his tongue into her mouth to meet hers.

With a harsh cry, he came in quick spurts, filling her quaking womb until he could no longer see straight.

Wrapped in each others arms, kissing tenderly, they collapsed in a dazed heap.

*****

Xander was awakened from a drunken stupor by a feminine shriek of disgust.

"Mom?" he mumbled. Opening a bleary eye, he realized he was lying face down on his bed...in something wet. His face was in drool. He wasn't sure he wanted to know what the lower part of his body was in.

"You disgusting pig!"

Not mom. Mom was never that shrill. Groaning, Xander tried to turn his head. Blinking several times, he finally was able to focus on his indignant girlfriend, standing next to him, arms crossed over her chest, face red with anger.

"Look what you did to my picture," she demanded. "Euuuu."

"Huh?" He tried to look where she was pointing, but his head swam.

"You fucked my picture?" she screamed. "You won't fuck me, but you'll jerk off on my picture?

Suddenly something hard, thin and very painful slashed across his ass. What the fuck...?

Finally Xander realized his pants were around his knees and he vaguely remembered shoving them out of the way as he came...on Cordy's picture.

"Cordy...sweetie," he whined. Looking at her, his eyes widened at the sight of a switch in her hand and a glimmer of lusty anger in her eyes.

"Not tonight, Harris. I'm not you're sweetie tonight. I'm you're mistress, got that?"

"Uh, no." Giving her a baffled look, he started to reach for his pants and the switch cracked across the back of his hand. "OW, watch it."

"Listen very carefully, Xander Harris," she began in a threatening voice. "I am very, very angry right now. If you don't want to blow the best thing you will EVER have, you'll obey me."

"What? Are you nuts? I know you're a bitch, but..." His slurred tirade was interrupted by another crack of the switch across his ass. "That hurts!"

"No shit," she screamed back. "Lie still, let me whip your ass, or I'm out of here for good."

Finally, a tiny bit of her anger penetrated his fuzzy brain. He remembered being mad at her, too, although at the moment he wasn't sure why.

But, she was very angry, furious even...and she was serious. Xander realized that. She meant what she said. If he didn't let her do this, she'd dump him.

Well, fuck her...

"Okay," he responded meekly, while the angry part of his brain screamed that he was a wussy girly-boy.

Trembling with desire and fury, Cordelia drew back the switch and let it fall on his upper thighs. Xander groaned and jerked at the pain, then dug his hands into the bedding and held on. Another blow fell and he squirmed. The pain sent a twinge of sensation to his cock and it twitched.

Xander's eyes widened in amazement as each blow made his cock harden further.

Unlike her beating of Willow, Cordelia didn't pause between each blow. She took her fury and frustration and love and hate out on her boyfriend's ass, cutting nasty red marks on him from waist to thigh.

By the end of the beating, Xander was both yelling his pain and thrusting his rock hard cock into the bedding.

Panting, her fury finally drained, her arm sore, Cordelia stuffed the switch into the backpack and sank onto a clothes covered chair, her eyes on Xander's well-marked ass. She began to cry.

*****

Leaning back against a tombstone, Angel sat with one knee raised, watching Buffy. She lay on her side, head propped on her hand, watching him back.

Finally, Angel gave her a nod of his head and picked up the dildo and harness from the spot it had landed when she dumped her bag. "I'll let you do it on one condition," he said seriously. "You take the cross down from your window and leave it down."

Rising to her knees, Buffy nibbled on her lip and shivered under his hot, dark gaze. She knew what he wanted, what he demanded. She could see it in his bottomless eyes. If she took the cross down, it meant giving him access to her body from sunset to sunrise. She would belong to him for the rest of her probably short life.

Longing flooded her. Longing for HER Angel...but all she had was a demon in his flesh...and she had finally accepted that she would have to live with that.

She wanted, she needed whatever little bit of Angel she could have. And Spike had given her hope. If Spike could love Willow...

Maybe Angelus could love Buffy.

It wouldn't be the same. I would never be the same. Nothing would ever fill the emptiness inside her.

But, maybe it would be enough to ease that emptiness.

Reaching out her hand, she took the strap-on and began to slip it on. As she adjusted the dildo so that it rubbed her tender clit, she met his hard gaze. "One thing." Angel gave her a go on gesture. "My mom stays out of this. When she's home, you stay quiet."

Angel pondered her demand for a moment, then nodded. "I agree." He flashed her a grin. "I'm under your skin, aren't I?"

"Ditto."

The grin disappeared and Buffy smiled, gesturing for her lover to lie down. "On your back, babe."

Narrowing his eyes, Angel lay on his back and Buffy quickly straddled his chest. Grinning, she dangled the dildo across his face. "Open wide, lover. You like it so much when I suck your dick. Now you suck mine."

Glowering, Angel opened his mouth and let the rubber dildo slip inside. Buffy began to thrust carefully, rocking her clit against the nubby base.

"You ever suck a live one, Angel?" All she got in response was the smacking of lips. "Oops, guess you can't answer that." Buffy pulled the dildo free and sat up. "Well?"

"Why do you want to know?"

Reaching for the Vaseline, Buffy began to lubricate the dildo. "Just curious. You never did tell me about what the Master might have done to you, and, of course, there's always Spike," she answered lightly.

"Whatever I did or was done to me in the past, I'm a master vampire now...no one fucks me."

Buffy grinned and replied cheerfully, "No one but me."

His eyes narrowed again as she slid down his body. "You won't tell anyone."

"Might slip out," she teased.

"Giles is English. English school boys have been buggering each other for centuries. Bet he'd love my cock pounding up his ass."

This time Buffy was the one to glower. "Draw?"

Angel laughed harshly and agreed. "Draw."

Giving up on taunting her lover, Buffy knelt between his spread legs and hefted his half-hard cock in her hand. Rubbing it, she watched it swell. When his cock was erect and thrusting against her hand, she gave it a gentle pat, then let it go. It bobbed up towards his stomach.

Furling her brows as she thought about how to make this work, she looked around, then brightened at the sight of bags of grass seed against one wall. Jumping to her feet she dragged a bag over and shoved it under Angel's hips, raising them to just the right height.

Leaning forward over him, Buffy slid her fingers into the Vaseline, then into his anus. Her fingers were quickly replaced by the head of the dildo. "Ready lover?"

Angel gave her a look and Buffy grinned. Throwing herself forward over his stomach and chest, she impaled his ass on the fake cock.

"Oooh," she moaned, rubbing against the base of the dildo and feeling his cock thrusting against her stomach. Pulling her hips back, she thrust again, delighting in his grunt. He really hated this...

Buffy couldn't help it, she began to giggle. As she thrust merrily in his ass and the pleasure in her pussy grew by leaps and bounds from the friction on her clit, she giggled.

"Something funny?" Angel asked, trying to sound bored.

Wisely, Buffy kept her mouth shut and slammed the dildo into his loosening anal passage.

Angel groaned, not in pain, but in lust as with each thrust his cock was smashed into his stomach by her body. "Come already," he growled.

Buffy tensed as her body approached another orgasm, but she suddenly didn't want it like this. Pulling the dildo free, she tore off the harness and straddled his hips. "I want you fucking me," she babbled.

Angel grabbed her ass and jerked her down onto his rock hard cock. As his hips were angled up, Buffy fell forward and braced her hands on his chest as she slammed up and down on his erection, moaning and whimpering in lust.

As his pleasure overwhelmed him, Angel dug his fingers into her hips, crushing her down around his straining cock. Buffy rubbed her clit against his pelvis, whimpering and panting, her body slick with perspiration.

"Come for me, my bitch queen, come now," Angel growled, thrusting his hips higher, driving his cock deeper.

With a loud cry, Buffy came, exploding in ecstasy, her body shaking and her pussy pulsing, squeezing his cock. With one more slam of his hips, Angel followed her, spraying semen deep inside her from his jerking, painful cock.

"ANGEL."

*****

His ass stinging, his head swimming, Xander tried to rise from the bed, but Cordelia shook her head and jumped to her feet.

"No, stay there." Sniffling a couple of times, she picked up her bag. "I...I have to leave."

"Cordy..."

"No...Not now...I'm still angry," she replied in a tight, teary voice.

"This...this didn't solve anything?" he asked, his heart sinking.

"It helped the immediate problem...but, we need to take some time and think...think about what we both want. Please do that, Xander. I don't WANT to lose you."

Some of that got through his booze-addled brain and he nodded. "I don't want to lose you either." He did need to think. He needed to think about the anger he had felt. Cordelia thought he had just been jerking off on her picture...but he'd been punishing her. He didn't want to hurt her...did he?

Apparently, she didn't mind hurting him. Xander winced at the pain in his ass. He had no idea how he was going to explain to his mom why he couldn't sit down tomorrow.

"I have to go. I don't think we should see each other for a while."

"Huh?" he asked, panicked.

"While we think," Cordelia explained. "Maybe a week or two, I don't know. I..." She fled the room and as Xander finally managed to stumble to his feet, he heard the front door slam shut.

"Shit," he mumbled as his pants slid to his ankles. As he bent to untie his sneakers, he groaned at the pain in his ass and the dizziness in his head, then toppled back over onto the bed. "Fuck it."

*****

Buffy slipped in the window of her bedroom and pulled the cross off the wall, tossing it behind a pile of schoolbooks on her desk. Angel followed her into the room and began to undress.

Sighing, Buffy removed her own clothing. Nude, she turned and found him reclining on her narrow bed, the sheet pulled up to his waist. Swallowing hard, she fidgeted.

Angel patted the other side of the bed and gave her a seductive, yet nasty look. "Come to bed, my bitch queen."

Apparently that was her new name. So, the bitch queen turned off the lamp and slid into bed with her demon lover, who curled up against her back, one arm and one leg wrapping possessively around her.

A single tear slid from each of Buffy's wide open eyes as the desolate sadness she had been denying for so long finally hit her.

*****

Spike lay in the darkness watching his beautiful lover sleep, curled in a little ball, her head on his chest. She slept like a child, so innocent and pure and trusting. Gently he stroked her head and wondered what he had done to be so blessed.

End