The Lesson

Author: ~*Mystra*~

E-Mail: yanira_vazquez@hotmail.com

Disclaimer: This is a work of love and done for fun, not profit. BtVS and AtS are properties of the god also known as Joss. I'm poor, don't sue me.

Distribution: To all my regulars, you know who you are.  Everyone else, just ask.  I will almost certainly say yes.  I haven't turned down anyone yet.

Feedback: YES PLEASE! Maybe it will help my goddess-awful writer's block.

Category: W/A, W/Oz

Rating: PWP, definitely NC-17.  As far as I'm concerned this is practically a Sillyfic.

Spoilers: This is AU.  No spoilers to speak of.  Its really just PWP.  This is what happens when Mystra gets bored and is battling writer's block.

Summary: A vampire decides to give a lesson, Willow and Oz will never forget.

~*~*~*~*~*~*~*~*~*~*~*~    

 

He wasn't sure why he was back.  Carefully looking around, he automatically made sure he wasn't detected as he melded into the shadows and made his rounds in Sunnydale.  The act was familiar and somehow comforting.  He'd missed that since he left.  That feeling of familiarity, of belonging.  Only he knew he didn't belong here, not any more; if he ever in fact had.

It was time to move on.  He knew that.  It was just hard to actually do. Not that it had been hard for Buffy.

Angel strode down Main Street deliberately putting aside the wave of jealousy that had surged at the thought of Buffy moving on.  It was juvenile.  And he had no right.  Especially in light of the fact that they could not, ever, be together.  He wished by all that was holy that he could take back what had happened, but he knew that he could not.

Nothing would change the fact that making love to Buffy, poor virgin Buffy, had caused him to lose his soul and revert to the cold, manipulative, murderer that lurked within him.  Angelus was usually quite adequately controlled by the soul that had been imposed on him by the Gypsies.  Only, that time it had not.

Those damned Gypsies and their revenge.

Nearly ninety years with that soul.  The first of which were spent in disgusting squalor as he tried to adjust to the voices of his victims; to the guilt which ate at him.  Twenty years of near madness had been quite enough, but in the end it had only been with help that he'd managed to put enough of that self-hatred behind him to function in this time and place. His eyes sparkled for a moment, remembering Zena with fondness.  She'd been a stubborn one with a tongue like a whip.  She could have been a drill sergeant with the way she forced him to drag himself up by his bootstraps and get a grip.  To this day, she and her children, and her children's children held a special place in his heart. He had had to leave her behind all too soon; too determined to make his own place in the world.  So he went about insuring his financial security (as well as her own without her knowledge) while also exploring this new world he found himself in, with very different eyes.

Angelus had been a manipulator, but he had also been a conqueror.  That was something which Angel had the good grace to admit was one of his own weaknesses as well, something he was sure had been colored by his short, mortal life.  His life as Liam.  Liam the drunkard.  Liam the layabout. Liam the womanizer.

The thought brought a wolfish smile to Angel's face.

He was no saint.  He also enjoyed the beauty and comfort which could only be found in the feminine form.  The one caveat which he upheld which neither his earliest incarnation nor Angelus had, was his interest in the female mind.  He loved women. He enjoyed beautiful women of all shapes and sizes and colors.  But he preferred beautiful women who were also intelligent, unique.  Of course that fact didn't exactly explain his obsession with Buffy, but perhaps that was another thing he had the Gypsy's to thank for. For in over seventy years of travels, learning, survival and lovers, only the Slayer had stripped him of his soul by this most basic physical act.

Privately Angel was convinced it was Buffy's status as Slayer which was to blame.  The assumption that he had found some happiness with her that he had not found in the arms of Ildigard, or Niobe, or Vianne, he thought ridiculous and quite presumptuous.

With an inaudible snort, the vampire continued his circuit through Sunnydale.  He forced himself from the University's gates, unwilling to give into the desire to find his old love.

'No', he told himself. 'What was past was past.'

New determination strengthened his resolve, and he turned away.  He would satisfy his need for reminiscing another way.  He would continue his walk.

Perhaps he would look in on The Bronze, and then find some fledglings to take his frustration out on, and then... he shrugged.

Sighing, Angel continued walking.

~~~~~~~~~~~~~~~

It was almost a surprise to him, when he came upon the house.

He stared at it uncomprehendingly.  That so-normal-home, with its two stories and white picket fence.  A house which had never been a home for the young woman who had grown within.

Angel was sure that for Willow, it was simply a house.  A place which her parents had constantly sought to escape, leaving her behind trapped within its walls time and time again.

He wasn't surprised to find it dark.  Not a single light burned within.

Certainly, Willow's parents were on some other trip.  What would it be this time?   New York? Spain? Timbuktu?  And Willow?  Probably in a dorm room somewhere, or with her werewolf consort.

The vampire turned away, some part of him truly regretting the lost chance to have gotten to know the intriguing redhead.  He trekked down the darkened street, when the faint sound of a strangely familiar music could be heard.

Angel wasn't sure what spurred him on.  Boredom, curiosity or a strange combination of both probably, but finding the source of that music became paramount.  Following the sound around the block, he found himself staring in surprised recognition at a familiar vehicle.  Oz's van.  Oz's music. With those realizations came the awareness of other sounds beneath the music's driving beat and the van's darkened windows.

Male groans, and female whimpers that sounded much more pain-filled than derived from pleasure.

Closing his eyes for a moment, the vampire had just made the decision to beat a hasty retreat, when a almost agonized sounding whisper of sound instantly released the monster within.

"Wait, Oz...."

With a roar, the vampire yanked the back door of the van open, almost ripping them from their hinges.

He heard a scream which he distantly recognized as coming from Willow and an angry shout.

Angel's eyes widened at the scene within, mesmerized by the beauty and amount of lily white flesh he was seeing.

Willow lay supine on a futon mattress vainly trying to grab the edges of a bedraggled blanket in order to cover herself.

"Angel!", she shouted, surprise and embarrassment painting her features. Two high spots of color darkened her cheeks.

"What the hell is the meaning of this!", the vampire roared.

"Angel, no!", Willow hurried to say, convinced that the dark haired vampire had simply jumped to the wrong conclusion.  "Its just Oz, nothing was happening that I didn't want to happen."

Oz glared at him balefully, as he almost .  "Nice entrance", he said laconically.

Willow's eyes widened, as Angel lunged for the unflappable werewolf. Scrambling to her feet, the redhead managed to impose herself in between the two males, although she lost her grip on the blanket covering her when she did so.

"Willow?", Angel groaned, eyes straying to the delectable sight before him with undisguised appreciation.

Misunderstanding the vampire's questioning tone, the hacker's heart thumped erratically in her chest.  "Don't hurt him Angel.  I swear, he wasn't doing anything wrong."

The souled vampire leveled unfathomable eyes at her.  For the first time ever, Willow was acutely aware of how old he actually was in a way that went far beyond having read it in The Watcher Diaries.

"Then why could I hear the pain in your voice?  Why is it that I can smell blood?"

Willow winced, color once again coloring her cheeks as she fumbled about her feet for the blanket she had lost.

Behind her, Oz's voice was soft, questioning and unsure.  "Willow?  Was I hurting you?  Why didn't you tell me?"

Willow faltered.  "I-- I-- I thought it would get better.  I thought this was kind of normal...  I don't know...", she finally whispered.

Angel's dark gaze swept from her mortified features to those of the now raven haired guitarist.

"How could you not know?", he demanded.  "Even your senses must have given you some kind of clue."

Oz frowned.  "I don't really use them on purpose, you know, and contrary to popular belief, I haven't exactly done *this* all that often", he admitted hesitantly.  "I didn't do the music thing for the groupies."  He touched his girlfriend's shoulder.

"Willow I'm sorry."

Angel sighed, forcing his body to relax, and trying to ignore the scent of sex and blood in the air.  He had to get out of here.  He couldn't believe it had taken such a bizarre occurrence to finally bring to light the fact that little Willow had grown up to be a very beautiful woman.  Why hadn't he seen it before?  He turned away.

The witch fidgeted becoming more and more aware of her state of undress, and the fact that she was wrapped only in a blanket in front of the most gorgeous male ever had the pleasure of knowing.  At least knowing personally, since she very well couldn't count the hotties which populated TV shows.  It was no surprise that she'd harbored a crush on Angel since high school.  Her best friend Buffy's untouchable ex-boyfriend, the only vampire with a soul.

"Angel", Oz said, stopping the other male.  "Don't leave."

Frowning in surprise, Angel stopped, his hand on the van's door handle.  It had slammed closed behind him after he'd forced it open with such force.

Willow looked over at her boyfriend in surprise.  Didn't he want to end this completely awkward alternate dimension hell they'd suddenly been sucked into?

"You've done *this* before.  A lot, right."  Oz's voice made it clear that what he was saying were not questions but statements.  And his tone made it clear to Angel what *this* he was referring to.  "I want you to show her."

"Oz!", Willow hissed.

The dark haired vampire's chocolate eyes darkened.  Willow saw something flicker there.  Was it interest? Lust?  She shivered, cursing her pale complexion, as some strange sort of tension began to coil in her belly.

"Oz, are you insane!  How dare you even suggest such a thing?!  I'm not a baseball card to be traded around like that!  Besides...", her voice softened, self doubt making it hesitant.  "What if it just me?  Maybe I'm just frigid or something?"

"That's crap", Oz told her bluntly.  "I'm the one who screwed this up. You're special Willow, beautiful.  I messed up, and I want you to experience love making the way its supposed to be", the werewolf told her quietly.

'Something which apparently, I'm clueless about', he thought to himself.

"No one is suggesting that you are a woman of loose morals Willow", Angel said.  "And he's right.  You are special.  You're a woman who is meant to be savored, worshipped."

Willow clutched the blanket around herself tighter, unaware as she did so that it raised the hem of the scrap of threadbare fabric, exposing more and more of a long, shapely leg.

"Show her.  Teach me", Oz requested simply.

"Don't I have any say in this?!", Willow ground out angrily.  She looked at Oz.  "Don't talk about me like I'm not even here.  And anyways, Angel can't do this.  The curse--"

"--Was activated because I dared to love and bed a Slayer, she who was my mortal enemy, my antitheses.  The light to my darkness.  Do you really think that in all my years of existence, and all those with this soul, that Buffy was the only woman I'd ever loved?", Angel stated, interrupting her, a touch of irony in his voice.

"Oh", Willow's voice faltered, as she processed this statement, and finally forced herself to recognize what she saw in Angel's eyes for what it was. Appreciation.  Angel found her attractive.

Tearing his gaze from her own, the elder male met Oz's eyes and nodded shortly in agreement.  The bargain was made.  Willow was his for this night and only this night.  Satisfied, Angel looked back at her and met her eyes.

Unconsciously, the redhead's chin lifted, green eyes sparkling from beneath cinnamon lashes.  The knowledge that she was a woman, and that this handsome man who'd fueled so many late night fantasies, found her beautiful was heady indeed.

'That's right Willow', Angel thought, satisfied with the dawning knowledge in the power of her own sexuality which he could see in her eyes.  'Feel that power.  You are a woman. There's power in that truth.  Claim it.'

Slowly, the vampire moved towards her, hampered slightly by the fact that he was too tall for the enclosed space he found himself in.  The van was much too cramped, and as far as he was concerned Willow deserved better.

Still, despite the awkwardness, when he found himself looming over her, he could hear the pounding of her heart in his ears and smell the mingled scents of uncertainty, fear and the lingering remains of sex.  She was delicious.

Gently, sensuously he reached out and ran his fingers through her hair, watching with unabashed fascination as the strands of blood red silk filtered through his fingertips.

Despite herself, the witch shivered.  "Angel", she whispered.  "This isn't right... Buffy--"

"Shhhh...", he murmured, bending his head closer to her ear so that his voice and tickled the delicate skin on her cheek and ear.

"Do you want me to teach you?", he asked.

Willow closed her eyes.  Angel watched avidly.  He could practically see the wheels turning in her head as she debated with herself.  Unable to help himself, he swayed a bit closer breathing in the scent of this woman.  A beautiful, intelligent woman who had come to maturity right under his nose. How could he not have noticed? He must be getting stupid in his old age, he decided watching as the tip of her pink tongue moistened her suddenly dry lips. Want tightened in his gut, pooling in his groin.

"Yes", she hissed quietly, anger threading through her voice at the realization.  "I want it.  Show me Angel.  Teach me."

A wicked, sensual grin appeared on the souled vampire's face.  Angel looked over her shoulder towards Oz.  The young man's eyes were dark and heavy-lidded.

"She deserves better than this", Angel told him, indicating with a gesture the vehicle they were currently in.

The werewolf nodded.  "Where to?"

"The mansion on Crawford Street.  I fixed up a few rooms for my stay."

Oz nodded, and crawled into the front seat.  The van started easily, the engine purring.  Then all Angel was aware of, was the sensation of motion and the rising scent of nervousness from the young woman at his side as he settled gracefully on the futon mattress.

~~~*~~~

The mansion loomed before them, and Willow swallowed, aware of this place's importance in so much of what had gone before.  Faith, Acathla, Buffy's bargain with Spike, Angelus' re-imprisonment, Angel's descent into hell and his return.  Never had she guessed that this place would one day become a significant symbol for herself personally as well.  She was all too aware of it now.

She latched onto Oz's hand, her other hand still clutching the blanket around her slender form.  She felt ridiculous, but it wasn't as if anyone else would see.  The mansion was in a secluded part of Sunnydale, and Angel had already seen her naked.  Hell, if this actually happened he would not only see her naked again, but be naked with her.

Naked Angel.

Willow swallowed again.  'Oh my', she thought.

Angel led the way, and didn't look back.  He could smell Willow's nervousness, but her slender figure walked with certainty, her shoulders back and her head up.  Even wearing only a blanket, she was dignified.  He was reminded of royalty.

Oz held her hand, squeezing gently offering reassurance.

"You can change your mind, if you want", he whispered.  "I just thought-- I don't really know what I was thinking.  I just don't want to hurt you anymore Willow."

Willow looked at him.  "I want to do this", she told him.  "For me.  For us."  She followed Angel's muscular form with her eyes, even as her feet followed him up a flight of beautiful stairs.  "I think I even want to do this for him."

A look of startlement passed quickly through the werewolf's eyes.  He nodded, falling into silence once more.

The vampire entered the second room on the right of a long hallway at the top of the stairs.

The two young adults entered moments later, and stared at the room in a mixture of awe and trepidation.  Candles alighted on every corner, and on the windowsills.  They were of all shapes and sizes and cast a warm, sensual glow on everyone and everything in the room.

Somehow, Angel had managed to light all the candles and make himself comfortable in the time it had taken them to walk down the hall.  His shoes had been discarded, and he walked barefoot, his dark blue button down shirt untucked, the first four or five buttons undone.

Willow found herself staring at his chest.  Or at least what she could see of it, and her hands itched to touch him.  Instead, her grip on the fabric which barely covered her, tightened.

The dark vampire looked at Oz.  The guitar player released his hold on Willow's hand and walked away.  He sat on a chair by the large bed.  It's presence quickened Willow's heart, as did the intent look in Angel's eyes as he stalked towards her, looking every inch the predator.

"There are some rules", the souled vampire's deep voice resonated within the room, as he began to circle her.

Willow shifted her weight nervously.

"First", he murmured from behind her, the sound vibrating through her from where his lips were pressed to the back of Willow's neck.

She shuddered, her emerald eyes closing.

"You will do what I say; whatever I say.  Second, you will answer all my questions, no matter how annoying or inane they sound to you."

The witch didn't open her eyes, only nodding in agreement.

"Third, you will tell me what you like, or what you don't.  I want you to be vocal, and get used to expressing your needs and wants."

Angel stepped away, and Willow felt bereft and suddenly cold without the tempered warmth of his lips on her skin.  She opened her eyes.

"Fourth", Angel continued, looking at Oz as he spoke.  "You will pay attention now, and in the future to what she says with her voice and with her body."

The vampire looked back at Willow, the beauty seemed hesitant and forlorn as if suddenly questioning the wisdom of what she was doing.  Angel resolved to take that fear away and quickly.  He did not want her to second guess herself, and he had no compunctions about the fact that his reasons for this were less than altruistic.

Angel moved closer to the redhead.  He stood before her and stared into the emerald depths of her eyes.  "The fifth rule is that you have all the power here.  If you want to stop.  No questions, we will stop."

Willow blinked and nodded, seeing the truth of his statement in his gaze.

Oz nodded.  "I have a rule."

The vampire stiffened, but turned his face to look at the youth.

"No biting, no claiming."

"I understand", Angel said, his tone verging on formal.  The werewolf's prior claim on Willow would be respected.

Willow frowned, unsure if Oz's caveat was a relief or made her feel strangely cheated.

Angel's head dipped as he tilted Willow's chin upwards. Their mouths met gently, hesitantly.  Her lips parted allowing him access to the sweet depths of her mouth.  He explored her, sensuously rubbing his tongue with her own, before moving to flick at her sensitive palate and sweep across her teeth.

Willow gasped.

"Do you like that?", Angel rasped, stepping away from her.

"Yes."

"Let go of the blanket Willow."

The witch's verdant eyes snapped open.  She hesitated for only a moment, before taking a deep breath and releasing the edges of fabric.  The blanket skirted her flesh and fell to her feet.

Behind him, Angel could hear Oz's abruptly altered breathing.  He only hoped the other man would be able to keep his eyes and ears open and learn all that Willow had to teach them both.

"What do you want Willow?", Angel asked huskily, his eyes taking in the long, lean lines of her form hungrily.  Her skin was flawless, a peaches and cream complexion which was luminous with her good health and the purity of her soul.  Her breasts were small and perfectly shaped.  He ached to feel them cupped in the palm of his hand, sure that they would fit perfectly.

The witch's heart pounded at the question.  What did she want?

"I want you to touch me Angel."

The tall vampire stepped closer, his fingertips barely skimming across the surface of her shoulder.

Willow bit her lip at the shiver of sensation which skated through her.  Not enough, it wasn't enough.

"Is that how you want me to touch you?", he asked.

She shook her head.  "No.  I need-- more, harder, firmer", she admitted hesitantly.

Angel smiled, and his hands grabbed her wrists gently, his thumbs tracing patterns into the sensitive skin at her pulse points.  With aching slowness his hands moved higher.  It was almost a massage and he could feel Willow relax into him.  She was almost leaning fully into him by the time his hands reached her shoulder.

"Like that?", he asked, his lips skimming her ear.

Willow sighed.  "Yes.  No.  More."  Her hand caressed his face, as her gaze lingered on his own.  "Kiss me again Angel."

And so he did only this time, he let her direct the tempo and feel.  It began slowly, steadily growing more passionate as she poured out every bit of want and need and all her frustrations into that kiss.  He growled in surprise when her teeth nipped at his lips, pleasure shooting straight to his manhood.

"Willow."

The redhead froze.  "Did I do it wrong?"

"No, too right.  This is for you remember?"

She nodded and then squealed in surprise as he bent and scooped her up with absurd ease.  Walking towards the bed, Angel deposited her gently on the navy cotton sheets.

Willow sat up slightly.  Her eyes skimming towards her boyfriend.  She blushed, ashamed to discover she had almost forgotten about him.  Oz's eyes were abnormally bright, as they lingered on her body.  He sent her an encouraging grin.

She shook her head at the surrealness of it all, tempted to end it right there, before something happened that they all regretted.  Her mouth opened to speak, only to snap shut as Angel unbuttoned and shrugged out of his shirt.  Her mouth went dry as her eyes traced the broad expanse of pale flesh and muscle.

Her breathing sped up, becoming shallower as her thighs shifting together unconsciously on the bed.

The souled vampire watched her, pleased with her reaction. She was so sensual, so responsive.  He was now increasingly certain that Willow hid a very passionate nature beneath her natural reserve. A passion to match that amazing ruby red hair.

"What do you want?", Angel asked again.

"For you to touch me", she hissed, through clenched teeth.  "Please."

He began at her feet, his hands massaging her instep and ankle with surety.

The witch sighed, wiggling her toes and relaxing despite her nervousness, as a pleasurable warmth enveloped her limbs.  But Angel's touch was also touching off a sort of frustration she'd never felt before.

He crawled on to the bed, and his hands moved slowly up her legs.  Now he was rubbing her calves, kneading them gently.

"Angel", she moaned.

"How do you feel?", he asked.

"Good, relaxed.  And--"

"And...", Angel prompted.

"Anxious."

"Why?"

"This isn't enough.  I want more", Willow moaned, as his hands found a sensitive spot behind her knees.

The vampire smiled in satisfaction and glanced over at the wolf.  He was hooked, fascinated by his girlfriend's reactions to what was happening to her.  He could almost picture him with a pencil and steno pad, taking notes.   Angel was impressed, convinced the boy would have already given in to his baser instincts.  The guitarist's jeans weren't doing much to hide the evidence of his desire.  Angel could smell his arousal, as well as Willow's.

"More?", Angel queried gently, aware that the questions were becoming annoying to her.  Soon she would take what she wanted and demand he give it to her.  That's what he wanted.  Willow needed to take control of her own pleasure as well.

Her eyes burned into his.

"Kiss me."

He moved to do her bidding, and growled as small, greedy hands threaded through his hair almost painfully.  She claimed his mouth hungrily bringing his body down to lay on her own.

She pressed her breasts against him, rubbing herself in small circles against the skin of his chest.

Angel broke the kiss and pushed himself upwards, looming above her but not touching her.

He chuckled, when what sounded like a growl poured from her lips.

"Touch me!", she ordered in a demanding tone of voice.  A tiny part of her was aware that she had never acted so wanton and wild before.  But nothing she and Oz had ever done had prepared her for this insatiable desire.  What amazed Willow more was the knowledge that Angel had barely touched her.   So this was foreplay.

"I've been touching you", he pointed out reasonably.

"Not where it counts.  Not as much as I want", Willow ground out, her eyes darkening with need.

"Patience Little One, I'm not done with you yet."

A moan escaped her throat at his words.

"Enough foreplay you egomaniacal vampire."

Angel chuckled again.

Willow's eyes narrowed.  He was torturing her. Ha!  Two could play this game.  She hooked her legs behind his knees and yanked.  Angel landed on her hard.  Their bodies were locked together intimately, and she took the opportunity to grind against him, pressing her advantage.  She could feel him hard and ready through the cloth of his pants.

"Willow", he groaned.  "Not fair."

"Alls fair...", she retorted.  "Take off your pants."

"No, its all that's keeping me from taking you right now Little One."

"But I want--", whatever else she was going to say was lost when a keening cry erupted from her throat, as Angel's lips closed over one rosy nipple.

Her mind wept in relief.  'Finally!'

Willow shuddered at the sensation of his mouth on her body.  He suckled, he nipped, he lapped at the sensitive bud of flesh and she writhed beneath him, feeling as if his caresses were somehow linked straight to her center.

When he abandoned her nipple, she moaned, clutching at his hair.  She opened her eyes finding herself lost in his.  She still couldn't believe this was happening.  Yet it was.  Angel was making love to her, and she was loving every minute of it.

"Did you like that?", the vampire asked.

Mute, Willow nodded enthusiastically.

"What did you like about it?"

Her eyes flashed with annoyance, and an unbearably smug smirk appeared on his handsome features.

As if unsure of her voice, she spoke hesitantly.  "When you nipped and suckled me.  I could feel it deep inside.  It was-- It was..."

He rewarded her honesty with a kiss.  A languorous, yet ultimately too short kiss.

She didn't complain however, not when his mouth moved to occupy her other heretofore sadly ignored breast.

"MMmmmm", Willow moaned, clutching Angel's head to her bosom.  "Oh Goddess don't stop...."

Obeying her words, the vampire did as he was told, while he plotted his next course of action.  He shifted as unobtrusively as possible, almost relieved.   The heat coming off of Willow was amazing, and distracting.  It would be much too easy to forget himself and simply lose himself in her.  And that wasn't what this was about.

Even as he argued with himself, a long fingered hand was slowly meandering down the flesh of Willow's ribcage, to the inside of her pale thighs. Angel knew that their was very little he could do which would prolong this experience that wouldn't become cruel.  Already, the beautiful redhead had become demanding and wanton, already she had begged for his attentions.  He wouldn't torture her.

Angel's hand skirted across soft, silken flesh barely skimming her core.

Willow whimpered, pulling his head from her breast, and meeting his eyes.

"Please Angel.  Show me.  I've never--"

"Shhhh....", he whispered, kissing her lips chastely, "I will."

Oz watched, shifting uncomfortably in his chair.  He was aroused.  He had been for what seemed like hours now, but he was also vaguely distracted.  He was all too aware that he had never taken such care with Willow before, and he was all too aware that she had never reacted with such heat and passion to him either.  He stifled a groan as the vampire's hand searched out the secrets of his girlfriend's femininity.

Angel began gently, letting his fingers comb through her damp curls until they found the moist folds.

Willow's body arched off the bed, as his fingers worked magic on her.  It was different, so very different than the clumsy fumbling of the hands of her boyfriend.  Angel seemed to know exactly how to touch her.

She gasped as his fingers circled the sensitive bud of nerves at the apex of her center.

"You like that", he murmured.

"Yesssss", she hissed.

He changed the angle of his fingers, bringing him more directly into contact with her clitoris and watched her face change.

"Too much", she cried, almost sobbing.

Taking note of her reaction, he changed the movement of his digits yet again, and spoke out loud.

"She doesn't like direct contact.  She's too sensitive.  Tease her, move around it, barely glance it, but leave it until the end, like all good things."

The werewolf nodded shortly, words eluded him, he could feel the animal inside him begin to batter at the gates of his conscience and fought the overwhelming urge to take himself in hand.

Everything in Willow's world had narrowed down to two things; Angel's fingertips and the intense feelings they were creating within her.

Angel's lips left her breast, and Willow gasped as the cool air flickered against the moistened flesh.  The vampire's dark eyes met her fevered gaze.

"You are so wet, Willow", he said softly.

The witch blushed, her mouth opening into a wide 'O' as a single finger found its way inside her.

Soon afterwards, another finger joined the first, moving within her in a gentle rhythm.

"I'm going to taste you now Willow."

The redhead's jewel-like eyes widened in surprise and not a little embarrassment.

Slowly, Angel withdrew his fingers from her moist silken depths, and brought them to his lips.  He licked her honey from them, and then looked at her.

"May I?", Angel asked, his voice a seductive rasp.

Willow nodded shakily, not trusting herself to speak as Angel bent forward. His tongue laved her right nipple before moving downward, leaving a moist trail down her chest and flat stomach.

"Angel", she sighed, as he breathed on her.  Her stomach clenched in anticipation.

At the first touch of his tongue, she had to bite her tongue in order to keep herself from screaming.

"No holding back Willow.  Never hold back", the dark vampire chided his mouth moving against the most intimate parts of her before he lowered his head to taste her in earnest.  He lapped at her as if she were an ice cream cone or a lollipop, and Willow let herself go.  She rode the trembling shocks of sensation; amazed as they became more intense and seemed to feed off one another.

Angel read the signs in her trembling thighs and the sheen of sweat which had appeared between her breast, on her upper lip and forehead.  He twirled his tongue around and around the little nub, occasionally flicking it gently.

"Oh Goddess!", she choked.  She didn't know what to do.  She didn't understand what she was feeling.

"Angel, help me."

Her cry was desperate with frustration and desire.

He nuzzled her intimately, yet managed to speak.  "Listen to me Willow. Tense your leg muscles a little more, distract yourself with the tension there, don't focus on the pleasure until you can no longer even feel your muscles exhaustion."

The redhead nodded helplessly, her head thrust backwards.

"Once you can no longer stand it, just focus on your breathing.  Breath in", he intoned, as he tugged on her clit with his tongue.  "Breath out", he murmured.  "Keep doing that, until--"

She gasped. "Until?"  Her hands clutched the bed linens as she forced herself to breathe, her legs were practically shaking, and then he suckled at the sensitive bundle of nerves, his fingers seeking entrance inside her at the exact same moment.

Her scream of surprised release, echoed throughout the room.  Angel shuddered, unable to help himself as he rubbed his arousal against the bed, even as he lapped up her juices and worked her with his fingers coaxing every last bit of her orgasm from her.  It didn't help that he could smell the boy's release as well.

Angel hoped the werewolf had been paying attention.  Still, he was fully aware that somewhere near the end the lesson had been forgotten as he'd been caught up in the myriad reactions and tastes of Willow.  She was exquisite.

Carefully, he extracted his fingers, even as her body still quivered with aftershocks, and gave her a last gentle lick.

He crawled up her body and kissed her.

Willow clutched at him, tears in her eyes.  "Oh Goddess, that was... that was..."  She pulled him into a hug, her arms encircling his waist.  Angel returned the embrace ,finding comfort in her warmth and openness, as he battled the need to bury himself within her.  He closed his eyes and simply breathed her in, enjoying the human contact more than she would ever know.

The witch murmured incoherently in his ear.

All he could make out were snatches of sentences.

"Want you--  Take me--  Angel--  Goddess--"

He kissed her again, and laid his forehead against her own.

"I can't Beautiful One.  You belong to another", he whispered in her ear, the words meant for her and her alone.

Willow swallowed, his words finally breaking through the haze of pleasure her climax had left her floating in.

"But--"

He pressed a finger to her lips.

"Sleep, Little One and remember.  Never fear your own sexuality.  Never second guess how you feel.  You are a beautiful, intelligent woman, never doubt it."

The hacker gave him a watery smile.  "Thank you."

Angel couldn't help the smirk which appeared on his features.  "No.  Thank you.  Sleep now Willow."

In the end sound of his voice and the relaxed, pleasant feelings still coursing through her, did lull her to sleep.

When she awoke, it was to find, Oz wrapped around her.  He was toying with the ends of her hair.

"He's gone isn't he?", Willow asked.

"Yes."

"Are you sorry?"

"No.  Angry, at myself maybe."

Willow turned to look at her boyfriend, cupping his cheek.

"Why?"

"Because of how I was acting.  I was being such a guy.  I was being so totally selfish."

"I think you should be a little easier on yourself.  I think its something that comes with practice and experience", she said thoughtfully.

Oz nodded, and kissed her neck.  He spoke after a moment.  "Angel certainly has time and experience on his side doesn't he?"

Willow agreed.  "Still it felt kind of selfish of me..."

"What do you mean?"

"Angel, I mean he didn't... you know..."

"Oh, yeah I guess."

"It was really gentlemanly though."

Oz nodded, keeping his thoughts concerning claims and vampire and werewolf sexuality to himself.

The couple lapsed into silence.  Somewhere deep inside, both were aware that something fundamental had shifted and changed.  An unnamable fear grew in both their hearts and they clung to each other.  Willow closed her eyes and focused on her beloved's embrace, unaware that a part of herself had already decided that one day she would return the favor, and show Angel a thing or two.  

~The End~

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