THIS SECTION IS RATED R/NC-17.  IT CONTAINS SEX BETWEEN WILLOW AND OZ.  

 other disclaimers in part one...

Willow awoke with a start. She looked around quickly, then settled back on the couch. She noticed that someone had removed her shoes and socks, and had covered her with a blanket. She felt comfortably sleepy, warm, and didn't want to get up. Willow noticed that Oz was asleep in the easy chair next to her. She smiled, thankful that someone had stayed near her during the night. Willow closed her eyes and sighed. She reviewed the previous day's events with a small pang of guilt and embarassment.

She had approached Xander first, trying not to get flustered. Willow was determined to tell Xander how sorry she was. She had felt the dread build in her stomach as she started talking to Xander. Xander had merely smiled crookedly at her, gathered her is his arms, and hugged her tightly. Cordelia was a little stubborn, but once Xander had poked her in the side, she had accepted Willow's profuse apology.

The four of them spent most of the day walking near the beach. Oz hadn't said much, but had stayed beside her the entire time. Xander and Cordelia retired early. Oz had stayed up with her, just listening to her talk. Willow remembered getting tired, despite the amount of Mountain Dew she had sucked down. Oz had started debating with her about which seventies group had the best sound. He hadn't said much, but he had kept talking to her, even when her eyes had grown heavy and Willow let them close. Then there was nothing until a few minutes ago.

Willow slowly ran her fingers through Oz's hair, enjoying the sensation. Oz stirred and opened one eye to look at her. Willow smiled warmly at him.

"Hey, good morning," she whispered, kissing him lightly. Oz pulled her closer to him then deepened the kiss. He ran his tongue along her lips, prodding softly. Willow let out a small noise and wrapped her arms around his neck. She didn't want to stop the kiss, but she needed to breathe. She pulled away just slightly, shyly smiling as he cupped one of her breasts tentatively.

"Hi," Oz replied, grinning at her. Willow could feel her nipples hardening at his touch. She stifled a moan. What Oz was doing felt so good... she glanced around to see if the others were up.

"Oz, not now," Willow said, keeping her voice low. Oz grinned wider as Willow flushed a deep red. "Xander or Cordy could come out here." Oz merely shrugged at the idea of being caught making out. Willow took his hand in hers; the feelings were getting distracting. Now was not the time. Willow promised herself to start this again, later.

"I'm going jogging. I need to think, and thinking when I'm jogging is good. Usually, it's good. I mean, just stay here, okay?" Willow was lacing her shoes as she spoke. Oz chortled when her long auburn hair kept falling in her face.

"Be careful, baby," Oz said. Willow smiled at her boyfriend. Then she was out the door, taking care not to make too much noise. Willow pulled the hood over her hair, then did some quick stretches before starting. Along buried thought came to the surface. Willow wanted to cut her hair, so she decided to look into it after the weekend was over.

Her thoughts wandered for a few minutes. After she found her rhythm, Willow was able to allow more pleasant things to come to the surface. Making out with Oz was great. He was so gentle, and considerate. The two of them hadn't actually had sex, but Willow had been thinking about it. Willow remembered why it had felt so good when Oz had touched her - since Buffy had left, the two of them hadn't made out once. She could feel her nipples starting to tighten again as she played back the mornings groping session. Damn it, she missed Ozs' touch, that gentle, light, teasing motion of his fingers playing on her skin.

Once again, Willow found herself wishing she could talk to Buffy. Just before Buffy had left Sunnydale, the two of them had a semi-serious talk about sex. Willow hadn't pressed Buffy for details, but she gathered that making love to Angel had been incredible. All Buffy had said about the experience was that Angel had let go. Willow could feel an empty longing in her gut as she remembered Buffy's expression - a mix of joy, contentment, and terrible sadness. Willow wondered if she would feel the same with Oz.

Willow slowed to a stop near the beach. Panting, she bent over for a moment, relishing the feelings washing over her. For some reason, jogging had always given her a momentary high. Willow hadn't been jogging very much lately, except the odd times when she was patrolling with Giles. Then it became a useful way to escape a vampire if she had to.

While she caught her breath, Oz's face appeared in her mind. The strange, unsettled feeling in her stomach started at the same time. Willow sadly realized that Xander used to make her feel that way, but no longer.

'Damn it Buffy! Here I am, about to make this decision, I know it's mine to make, but I could really use your advice.' Sighing, Willow started back towards the cabin, thinking about what her parents had told her concerning sex. Her mother fielded most of the questions, with her dad just listening and nodding occasionally. Sarah cautioned Willow about the need for love, and commitment, but left open the possibility of pre-marital sex between adults. Well, Willow mused; she was seventeen, and almost an adult. She felt that Oz would be a responsible lover. Protection was a given. Willow had no intention of sleeping with anyone, not even Xander, without it.

Willow had understood the mechanics at an early age, and hadn't felt the need, or the desire, for masturbation as many young women did. That didn't mean she hadn't tried it. Willow knew that pleasuring herself was sometimes helpful in reducing stress. Oz had tried it on her once, much to her surprise. He was very giving and in tune with her feelings. Oz had never tried to push Willow into doing anything she didn't feel ready for. That alone gave her a great deal of comfort.

As Willow neared the cabin, she stopped debating the issue. Hoping to someday share her decision with Buffy, Willow decided that it was time to go further with Oz. 'I can always change my mind again,' she mused, looking up to notice Xander sitting on the deck. Her heart caught in her throat. Willow silently pleaded to the Fates that Xander would remain clueless as always. If had any idea what she had just been contemplating...

"Hey," Xander called out. Willow pulled the hood from her head and sat next to him. Xander had that serious look on his face. Willow knew the look well - he wanted to share something with her.

"Xander, I want to say I'm sorry, again. Like I'm doing now," Willow started, only to pause when Xander pulled her close to him. "Hey, I'm all sweaty!" she protested.

"It doesn't matter." Xander took his face in her hands. "Sweaty, muddy, whatever. You'll always be my best friend," he told Willow, hugging her close. His voice choked up over the last few words.

"Xander!" Willow whined playfully, pushing away from him. "You're getting all mushy on me." Xander could feel his heart melt at the sound of her whine. He pushed the feeling away. It wasn't right to think of his best friend in that manner.

"That's me, Mushy-Man, feelings and all," Xander said, kissing her on the cheek. He cleared his throat, glanced down at his shoes, and then continued speaking. "Willow, I know you and Buffy were close. Are," he hastily added when she tilted her head. "But I have to say this. She may not come back. I'm worried about you, Willow. It's giving me a major downer watching you these past weeks." Xander squeezed her hand, then hurriedly finished his speech. "Just keep that in mind, okay?" He focused his soft brown eyes on her face, watching her reaction. Xander held his breath momentarily. Hopefully this wouldn't blow up in his face...

"Okay, Mushy-Man," Willow said, kissing Xander's cheek shyly. "She'll be back. Buffy just needs some... time? I wish I knew!" Willow finished, blowing her breath out. She made an agitated gesture with her hands. "Damn it, Xander, why didn't she even say goodbye?" The plaintive note in Willow's voice that caused Xander's heart to lurch.

For once, Xander Harris couldn't think of anything to say. He put his arm around his friend and hugged her close

****

Willow checked her backpack one more time. All the food was still there. She was going hiking with Oz. She had spotted an ideal place for a picnic yesterday, when the four of them were walking on the beach. Oz was happy to do whatever she wanted.

Xander and Cordelia were visibly thrilled to be alone, but Xander had voiced some objections about the two of them spending the night on the beach. Oz had merely replied that he would take care of Willow.

Oz made certain the cabin was locked. Cordelia and Xander had gone to the local grocery store, as Xander had managed to run out of Ho-Ho's. All three of them had gotten a laugh out of the pathetic look Xander had given Cordelia until she broke down and agreed to drive him to the store.

He took Willow's hand as the two young people walked down the rutted hillside towards the beach. Both of them were dressed in sweats, as the wind had picked up during the morning. Oz could smell the ocean in the air. He grinned at Willow and watched carefully as they negotiated the slopes. Willow looked so adorable with her hair tucked up under her hat. Oz resisted the urge for kissage and continued walking.

Willow's spot was about two miles up the beach. She had practically shrieked at Oz when he jokingly tried to throw her into the cold Pacific. A playful swat on his shoulder was enough to make him stop.

A small finger of land was where Willow stopped for lunch. Oz had carried a large blanket. He spread it out near the edge of a grassy rise overlooking the ocean. Willow sighed contentedly as she used Oz's stomach for a pillow.

Oz could feel the worry starting to gnaw at the edge of his senses again. Willow had said little during the hike. She wasn't acting withdrawn, but she was quieter than usual.

"I'm going to start a fire," Oz said. He proceeded to gather some pieces of driftwood and piled them near her. Willow dug out two cans of Pepsi and handed him one.

"I love you," she mouthed. Oz winked at her.

"I love you, too," he whispered. He sat down next to her, drawing Willow close to him. Her arms went around his neck as the two kissed. Willow loved the feel of his lips on hers - his were very soft, and Oz kissed with just a gentle pressure. It was almost like he was afraid he would hurt her. Willow wondered if his werewolf side caused Oz to be more cautious.

Oz broke the kiss. Willow kept her eyes closed for an extra second, savoring the fading sensations of the kiss. She opened her eyes when the scuffing noise his boots made reached her.

"Oz? Is something wrong?" Willow asked, turning her head to follow him. Oz winked at her.

"Nature calls," he remarked, nodding towards a small copse of trees. "I'll be back."

Willow waited until he was gone from sight, then checked the small pocket in her backpack. The tiny foil packets were still there. Her stomach flopped again, and she wondered if she was doing the right thing. She forced the old shyness and timidity away. 'I want to do this.' Now the question was, would Oz want to?

*****

Willow bit into the hot dog and chewed hungrily. Oz had brought more food than she thought was needed, but once she started eating, her body reminded her how much she hadn't eaten the past few days.

Oz was watching with a small glimmer in his eye. Willow was finally eating again, and seemed determined to make up for what she had missed. Xander had insisted on extra food, and Oz had to admit that it was needed.

"Want another one?" Oz asked, motioning at the fire with his stick. Willow paused or a minute, then nodded. Oz's smile grew wider. He stuck the last hot dog on a well-blackened stick, then held it close to the fire. Willow wiped her hands on a napkin, then got the bun ready. The meat made a small hissing noise as it cooked.

The two had spent the day exploring some of the small caves that dotted the nearby coastline. Willow had been afraid at first, thinking about what could be living in them. Oz's quiet confidence soon settled her fears. Much to her disappointment, no treasure chests were to be found. Willow often wondered about such things. After her experiences with Sunnydale, she was certain that any treasure they did come across would be cursed.

They did manage to see a pod of Orcas cavorting near the coast. Willow has shrieked with joy when the animals appeared. The whales didn't stay long, but Willow loved it all the same.

Oz had kept the fire going most of the afternoon. Willow was glad for it's warmth, as the air was decidedly colder near the beach. The sunset had been beautiful, marred by only a few stray clouds near the horizon.

"Here you are," Oz said, pulling the stick away from the flames. Willow pulled the hot dog off and added some mustard before eating it. It didn't last long.

"Are you full?" Oz asked. Willow nodded slightly. It was the first time her stomach felt normal in a week or so. She could really eat for someone so small...

"Sure am. Thanks," she replied, bending close for a kiss. Oz returned the kiss, thrusting his tongue into her mouth. He could taste the spicy mustard she favored. Willow matched his thrust with one of her own, exploring with her tongue. Then she broke off the kiss.

"Oz?" Her voice was low, quiet, and he had to strain to hear it over the crackle of the fire.

"Yeah?"

"Can we... I mean, let's put the sleeping bags together, okay?" Willow hesitated, waiting to gauge his reaction. Oz was mulling her idea over, she could tell from his facial expression.

"Sure," he replied, pulling his bag next to hers. In a few quick motions, the two teenagers were able to link the bags together, forming one large one. Willow felt her stomach twinge again, but she shoved it aside and continued working.

Oz had pulled his shoes off before crawling into the sleeping bags. Willow did the same, then settled against him. He wrapped his arms around her small frame. Willow sighed with contentment, then turned her head and kissed him.

"Hi," she whispered.

"Hi back," he said, squeezing her slightly. Willow closed her eyes. It felt so good to be in his arms, knowing nothing would happen to her. She let her hands move downwards, towards his sweats. She didn't feel anything at first. Puzzled, she jerked her hand farther, only to brush against the swelling hardness between his legs.

"Willow?" Oz asked, his voice strange. "What are you doing?"

"Shhh," she answered, twisting around to face him. There was a great deal of puzzlement visible on his face, along with desire. "Don't you want to?"

"Willow..." he started. She interrupted him with another kiss. "Wait," he finally breathed, pulling back from her. Willow tried to pout, but Oz only chuckled at the site. Then his expression grew serious. "Are you sure? I don't want you thinking you have to do this."

"Oz, I love you. I'm not afraid. I want this," she answered, gripping one of his hands in both of hers.

"As long as you're sure," Oz repeated, giving her every chance to change her mind. Willow licked her lips and drew out small foil covered wrapper. Oz's eyes widened at the site. "You are serious," he muttered. Willow nodded, smiling a little. He drew her close to him, running his hands along her legs, up her back, under her sweatshift, then slowly around to her breasts. Willow stifled a moan and arched her back at Oz's ministrations. He proceeded to remove her clothes, slowly, tenderly. Willow mirrored his actions, a little hesitant at first, then more rapidly as his touches aroused her. Willow helped him with the condom, giggling at the funny face he made while she was unrolling it. Then he kissed her again, and pulled her very close against his body.

***

The fire had long died out. Oz held Willow close to him, spoon fashion. The eastern horizon was jsut starting to turn a lighter gray with the coming dawn. The fog was just starting to thin with the arrival of the sun.

Oz stretched carefully. He didn't want to wake Willow. He needn't have worried.

"Morning," she whispered, turning to kiss him. "Last night was beautiful." Willow stroked the side of his face tenderly. "Thanks for sticking with me."

"It was a good sticking. Well, there were a few bad paarts, but I give it an A minus," Oz remarked. He smiled as Willow wacked him on the shoulder.

"An A minus? I'll never live that down," Willow huffed, trying to act offended.

"You're better than an A. Off the scale, to be honest," Oz said, kissing her softly. "At least no one was around to hear you last night."

"Hey! Can I help it that I'm a moaner?" Willow was loving the teasing.

"I thought the whales would get confused," Oz continued. Willow responded to his teasing by ticking him, causing him to try and pin her arms to her side.She was able to get in a few good jabs before Oz managed to stop her.

"I think the whales are still there," Willow breathed. Oz looked around, then let her loose to grab something from her pack.

"Let's mess up their day," Oz said, with an knowing glimmer in his eye. Willow nodded in reply, then drew him close to her.

FIN

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