When It Rains

E-mail: ljakers@ucdavis.edu

Rating: NC-17

Disclaimer:  I own nothing except a desire to see SMG flayed for even suggesting a B/S hookup.  Everything important belongs to Joss.

Archiving:  Send me some email-I'll say yes, but I wanna know beforehand.

Summary:  Spike's lonely and invites a friend over.

Feedback?  Yes, feedback!

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~Part: 1~

It was beginning to get to him, he decided.  Apart from the occasional demon-bashing that patrolling allowed him, his life in Sunnydale just sucked.  And not in vampiric sense.  His meals were bagged and generally cold--a result of his inability to properly work the microwave; getting blood to just the right temperature was pretty tricky, and after a while, he'd given up.  The only one who seemed to be able to find the right balance <or even given a damn> was the little witch, and now that he had gotten his own place, she wasn't around much.

<Bloody depressing> he thought, stamping out his cigarette.  One of the myths about vamps was that they were a solitary lot.  Fact was, the whole lone wolf bit was a matter of survival, not choice.  Most vampires loved the company of others; but unless you were in a big city or had an extremely powerful master around, being sociable wasn't worth the risk of drawing the attention of humans.  The solitude took some getting used to, but eventually you accepted it.

<Or at least that's what my bloody sire told me>  Truth was that, at the time, Angelus was talking about something he knew nothing about.  He'd had Darla from the minute of his turning.  <But other than the few times when my bastard sire and his bitch got bored with fucking and butchering some human chit and ordered me into their bed instead>, he thought ruefully, he had gone without any real companionship for years before Angelus and Darla took an interest in Drusilla.  His lips curved in a deadly smile when he thought of that line he'd fed the Slayer about the deaths of her two predecessors.  Implanted the idea of a death wish in her inadequate skull by cooking up a romantic tale of his first heartbreak and his turning by the love of his life, his dearly departed Dru.  It wasn't true, of course.  He had fallen for Dru at first sight, but she had been human at the time--a painfully shy and imaginative girl who Angelus tortured mercilessly into insanity before raping and turning her.  Only when his sire tired of her, annoyed at her babbling, did Spike take her to his bed to soothe away the bruises and the fear and kindle the demon inside her. Spike had learned that there was method to her madness--visions were handy things--but it was the way she took to his kindness and reflected back a twisted devotion that had kept him unwaveringly at her side for a century.

At first Angelus complained that his childe had gone soft, but when the stupid git got himself cursed <I told him not to play with the damned gypsy girl>, that all stopped.  Even Darla's criticism was cut short after Spike offed his first Slayer.  It seemed as long as his cruelty toward humans was unquestioned, so was his tenderness toward Dru.  Hell, it was a romantic story either way.

But the important thing was that the doubts raised by his tale were whispering in the Slayer's head now.    She'd think before she dusted the next demon, questioning her own motivations.  Not that he cared whether a spare demon or two died or not, but eventually he'd get this chip out and when he did, her hesitation was going to cost the bitch her life.

<Not to mention, it was a nice spot of fun> he thought, with some smugness about his mind-fucking. He'd not had much opportunity for fun lately.  His game with the Slayer had been entertaining but too short-lived.  It was time to find another bit of mischief.

~~~*~~~

Well, it was finally over.

<Weird.>  It was though she had known that that night a week ago was the last time she'd cry over Tara.  But the six weeks after their breakup: that had been hell. When Tara had finally managed to drag her away from her laptop for "the talk," Willow hadn't any idea what was coming.  She should have seen the signs-Tara's lack of enthusiasm for long nights of research, her reticence about going out on patrol, but she'd been too busy.  Which, Tara told her firmly, was the problem.  With a maturity that surprised Tara herself but not her lover, the quiet blonde had told Willow that she was leaving.  Her initial desire to belong to her girlfriend's circle had not really been enough to maintain the schedule <Or lack of one,> Will thought wryly and level of intensity that Willow had gotten used to in her years as a Scooby.

Coupled with Willow's penchant for blocking everything--including Tara-- out while researching, Willow's girlfriend had been growing more and more unhappy.  Rather than forcing Will to choose between her friends and her lover, Tara had decided to simply bow out.  Whether she was under the impression that the red-headed witch would have chosen Buffy and gang over her, Willow had never found out.  For herself, the choice was clear <I loved Tara.  I would have left everything behind me to be with her.>

Willow knew it was unhealthy, but to her, love was paramount.  She had been passionate in her devotion to first Oz and then Tara.  If she had been given the option in either case.

<But you weren't.>  And that hurt.  If it was as easy as they had made it seem to walk away from her, then it was because they didn't feel the same way.  It wasn't that she thought neither of them had loved her, but "passionate" was not an appropriate adjective for their affection for her.  Nonetheless, passion be damned: if she'd known that Tara felt neglected, she could have <and would have> her mind argued, made it up to her-Tara's gentle love and attention were no less fulfilling in their way than the more intense form Willow had always imagined love took back when her only experience was watching Buffy's conquests.  But Tara had already arranged her transfer to UCLA before talking to her lover.  All Willow'd been able to do was to call Angel to ask him to watch over the woman she still loved.

But at least the crying had stopped.

~~~*~~~

Spike replaced the phone into his cradle and sighed, looking around the apartment as though searching for something <Your mind,> he thought, <Because you've obviously lost yours>.  After getting thoroughly grilled on why he wanted to, the Slayer bitch had finally let him talk to Willow who had agreed to come for a visit.

<Yeah, right>   He got up to get another pack of cigarettes.  <She's coming over because you got your sodding hands on a spell book for her, not out of some philan-bloody-thropic desire to check in on the local ex- demon-of-the-night>.  Time was when he could have just sauntered over to her house, locked eyes with her in that vampy sort of way, and had her willing to do whatever he wished.  Which, of course, he could still do. As long as he didn't tell her to go play in the road or otherwise endanger herself, the chip was not a factor, really.  But the damned thing was not just affecting him physically-it was also putting a damper on his confidence of late.  He could, he thought, ignore it.  <After all, nothing bucks up the old ego like some chit begging to be bent over the nearest piece of furniture.>

On the other hand, while the ability to create a psycho-sexual link with mortals through eye-contact sounded pretty good (and worked fairly well when one was looking for a little spice in his diet), it often left the recipient aroused to the point of near-silence or incoherence.  He was desperate for a little company from someone who could talk in complete sentences, not a quick spot of shag-and-snack.  That had always been Angelus' style, not his.

Not that he had any objections to the whole vampire-as-sexual-predator thing.  Now that he was a free agent again, he might have a little fun that way.  But Willow was strictly off limits.  Not because Buffy'd stake him <Only after she ripped out your lungs and tore off your dangly bits,> he quickly revised.  But to be honest, it'd be wrong.  The redhead had been not just civil, but actually kind to him.  And while vampires were used to forcing humans to cater to them and then draining them dry, they were not above a little grudging gratitude when a mortal was willing to risk death (or undeath) in order to make their unlives easier.  <And she's done that, mate.  No use denying it.>

<You like the witch, you wanker.>  Years with Dru had made him impervious to what little babbling the red-head actually did do, and her verbal meanderings were, on a intellectual level, actually interesting.  So what if he had swiped an old spell book to lure her over here for a couple hours of conversation?  It was a damned sight better than anything else he'd done in a week.

~~~*~~~

Buffy had been unwilling to let her go over to Spike's alone, but one look at Willow's face sent her skittering out the door to Riley's.  Willow had been meaning to check in on Spike-she worried about him, despite their former roles as enemies-and his call had given her a reason to go without either of them having to forego cool-age.  Willow slipped her vinyl coat over the tight yellow sweater and dark skirt she wore-Spike had teased her about her clothing on one occasion and expressed appreciation on another, so she paid closer attention anytime she knew she'd see him.  No one else ever noticed her clothing one way or the other, but if there was one thing Spike knew how to do, it was look good.  She envied his own casual cool and didn't want to seem too lacking in the style category herself.

~~~*~~~

She was in front of the door to Spike's apartment twenty minutes later, wondering why she had decided to leave her umbrella behind.  Her hair had lost any shape that it might have had, and she knew that the little bit of mascara she had applied earlier was beginning to run under the pounding she had taken from the rain.  <No way to fix it now.>  She rang the bell.

No answer.  Again with the bell.  Still no answer.  <I wonder.>  Her hand went to the knob and she tried the door which opened easily.  She moved her hand through the door frame and met with no resistance.  <I guess vampires don't need the protection of that whole invitation thing>

She stepped inside and searched the small apartment.  <What a change for Spike> she chuckled <Used to having a whole warehouse or factory, and now he's only got a one bedroom place>.

Spike was not home so she explored the rooms. Absent were all of the drapings that Buffy had awarded extra uck! points for in her descriptions of vampire lairs.  No silk sheets on the bed, no black draperies across the windows.  Actually, the whole place only had one window and that led to the fire escape.  Luckily, it was off the kitchen so Spike's almost utter lack of use for that room made it easy for him to avoid getting toasty around the edges.

The whole place reeked of the poverty that a toothless vampire had to live in, with the exception of a few items on the shelves.  Spike's bric-a-brac averaged about 100 years old and was obviously quite expensive.  Some of it was magical, though there was nothing particularly dangerous about any of the pieces she recognized.  <Why hasn't he sold it?>  One large figure seemed to be made entirely out of gold-he could live very well off that for at least a decade.

Her thoughts were cut short by the front door opening.  Rain dripped off of Spike's leather and onto the floor to join the puddle she had already left.  In one hand he held an umbrella, in the other, a grocery bag.

"Bloody drenched!" he spit out, "Didn't bother to check the weather before you went out, did you, pet?"  She pulled the bag out of his hand and put it on the counter.  Normally, she'd have tried to help him get out of his wet coat, but thought better of trying to separate the vampire from his leather duster.

"Oh, uh, well.no."  He saw her nose crinkle a little as her eyes fell accusingly on the umbrella he carried.  "So if I'm like moron-girl for not going back to get my umbrella, what does that make you for not using the one you had with you?"  She began to pull the contents-food and home-type stuff--out of his bag and placed them on the counter.

His eyes flashed at her, dangerously.  She took a step back in that fear that, despite his non-bitey status, she'd never managed to entirely overcome.  She turned her attention quickly back to the bag, pulling out the receipt before folding the bag up.

In so doing, she missed the pleasure that crossed Spike's face.  <At least the girl is good enough to feel a little afraid of me> --not like that twit Xander who mocked him and was therefore slowing driving nails (or spikes) into his post-chip coffin.  His enjoyment made him temper his response.

"It wasn't for me!" he growled, as Willow picked up the receipt again to ask him whether he wanted to keep it.  Her eyes immediately noticed the umbrella listed on it.

Willow quickly assessed the situation and realized that he had gone out to get food and an umbrella, neither of which he wanted or needed.  They were for her.  <oops!>

"I'm sorry, Spike!"  She busied herself with needlessly re-arranging the items on the counter.  "But the rain'll stop before I go home."

"I was bloody well hoping to keep you from dripping on my floor when you got here in the first place.  You may be twice as smart as any of your damned friends, but you'd forget your own head and I knew you'd forget or be too stubborn to go back for your umbrella.  So I went to try to catch you at your house but obviously missed you.  What way did you take here, anyway?  Sunnydale South via sodding Belgrade!?!"  <Ooo, he's in a vampire- y snit now,> Willow gulped.

"I had to pick up a little dinner," she defended herself, a little angrily.  "How was I to know you were coming to meet me, all let-me-keep- the-rain-off-your-precious-head demon-guy?  I didn't go back for my own because I didn't need it.  The only witch who'd melt out there is the Wizard of Oz-type.  I'm not gonna die from getting a little wet."

Spike decided against following up on that remark.  "Anyway, I'm fine."

He tossed the umbrella aside and strode toward her.  He came in close enough that, to face him, she had to tilt her head up.  Her eyes were ringed in mascara that was hopelessly smeared.  Her nose was running.  Her cheeks were red, although whether that was from the being cold and wet or giving him back a little of the same, he wasn't sure.  "Red, you're still dripping on my carpet and you will end with a cold if you stand here much longer.  I don't need the heater, so it's not in a mortal-friendly zone right now.  You need to get out of those wet clothes."

Coming from Xander, that might have had a leer attached to it, but Willow detected none from the vampire.  "I didn't exactly bring anything else with me." she protested.

Spike ducked into the bedroom and retrieved jeans and a shirt for her, and pushed her toward the bathroom.  "Go change."

She quickly shucked her clothing and laid them over a towel over the radiator, which she then turned on very low.  Spike's shirt, tied neatly under her breasts to provide a little support, fit snugly across her chest <Minimum gappage> she decided, but the jeans presented a different problem.  Her hips flared out at a point where Spike's stayed trim, so she couldn't button the fly beyond the second button and then only by shoving the jeans low on her hips.  Her midriff was bare from under her breasts to a few inches below her navel.  She grabbed a towel and ran it over her hair before wrapping it around her naked waist.

When she walked out of the bathroom, Spike greeted her with a mug of something hot, which she sniffed at suspiciously while he ducked into the bedroom to get out of his own wet things.  Willow decided that her mug contained raspberry black tea and turned into the kitchen to make the popcorn that sat on the counter.

Now in dry togs, Spike stepped out of the bedroom to see Willow's form in the kitchen.  The wide swath of naked skin, no longer covered by the towel- -which had fallen off her hips--called to him.  <Damned Slayerette, and she doesn't know to keep covered around a vamp?>  His bite-less status aside, the hunger to sink fangs into smooth young skin was still there. He hadn't been kidding last year when he told her he'd thought of drinking her dry on more than one occasion.  Although tanned skin like Buffy's did something for mortals, it had less charm for vampires.  It tended to be drier and tougher than the almost translucent stuff that Willow was exhibiting.

<Check that thought> he grinned to himself.  Willow wasn't aware enough of how she looked to be consciously exhibiting anything.  The silly chit had no idea of the beauty she had now or of how that beauty would only grow over the next twenty-five years or so.  He might like his victims young, but if he had any intention of turning Red, he would definitely wait till she reached her peak in her late thirties.  <What a looker she'll be then!>

He moved behind her and retrieved the towel, to tie it securely across her waist.  She initially flinched, but let him finish before retrieving the steaming popcorn from the microwave.

~~~*~~~

They'd just finished looking over the spell book which was mostly filled with illusion spells.  When he offered it to her, she'd resisted accepting his gift at first.  After he groused a moment about how if this was the reward for good, he was better off sticking to evil, she relented and that's when it happened.

She leaned over and threw her arms around his neck to hug him in thanks and quickly turned her head to place a quick kiss on his cheek.  The kiss lasted less than a second, but the hug continued for a moment longer, and he found himself returning it, his arms encircling her waist.  Another moment passed and he realized that he was still holding her and vice versa.  For no fully conscious reason, he panicked, scrambling up the back of the couch and promptly flopping gracelessly over it to the floor.  He jumped to his feet, only to be met with the witch's confused gaze.

"What was that?" she asked.  "Did I do something to upset you?"  Spike ran his hand through his hair, examining both the moment and his response.  It had just been a hug and a quick peck, didn't come close to anything that meant anything as far as he could tell.  He had felt her heartbeat rise slightly as she went to hug him, but there was nothing abnormal about that- just a little happiness.  It wasn't as though she'd made a pass at him. But he'd jumped back as though she'd thrown him down and kissed him like there was no tomorrow.  <What the hell..?>

"Spike?" his name, whispered with a shyness that seemed odd even for Willow, reminded him that she was waiting for an answer.  But he had none, until she moved to her knees and reached across the back of the couch to take one of his hands in hers.  The moment she touched his hand, he flinched again, but did not withdraw his fingers from hers.  He carefully laced hands with her, and took a deep breath.

"It's been a long time, pet," he breathed out in a low voice, his gaze heavy on their joined hands.  "I know it's ridiculous, me being the big bad and all, but it's been a long time since anyone's.touched me."

"Like..touched you, touched you?"

"No, that's not it," Spike shook his head.

Willow paused for a second, biting her lip as she thought this through.  "But Buffy and Xander, Giles and I, we've all had to touch you when we were."  She looked up at him again.  "Oh!"

"It's not exactly the same thing, luv.  While being chained up can be a welcome bit of fun, it's not when the only point of it is to hold you still so others can insult and starve you before shoving you into the bathtub for the day.  It was hardly welcome attention."

Willow considered. "So no one's touched you, and.?"

"And I wasn't ready for it."

"But what about when you and Buffy..?"

Spike snorted.  "Normally, I'd agree with you.  Snogging's almost always good, but consider the source.  I can bloody well assure you that I got little joy from that whole fiasco, thank you very much."  His eyes turned dark, reminding her of the cause of that moment of not-heaven.

"So it's not just the touching thing, then.  It's the good, happy touching thing, right?"

"Yes, pet."  He measured out the words carefully.  This was becoming an uncomfortable conversation for him-discussing his emotional problems with the witch was not what he'd been hoping for this evening, although it could have been worse-there could be witnesses.

"Oh."  She smiled broadly.  "So it's not like you hated me hugging you." She was having fun at his expense, but wasn't actually mocking him.  "So if I were to do it again, you wouldn't rip me in half, right?"

"Bloody chip'd see to that.  You're good, so" he growled, "I'm on a damned choke chain when it comes to you.  There would be no ripping."

"Good!"  She threw herself up toward him, grabbed him around the neck and yanked him back over to her side of the couch, both of them crashing down on the cushions until he was partly under her and his legs pointed straight up toward the ceiling.  She pulled away, swung his legs around, placed his head and shoulders in her lap and wrapped her arms around his shoulders.

At first he considered extricating himself from her arms.  But then she reached out and began stroking his hair.  Before he had time to assimilate that entirely, she reached over, grabbed the remote, turned on the telly and began flipping through channels, never removing her other hand from his head.  It seemed a little late to object now, but she was aware that he was still uncomfortable with their present level of contact.

"I'm not trying to hurt you or seduce you or anything, Spike.  Just.."

He kept his confusion out of his voice.  "Just what, luv?" he said, arching an eyebrow at her.

"You miss this, right?"  Her assertiveness disappeared as easily as it had surfaced and her hand hesitated in its soothing motion.  "Being close to someone, you know?"

"Yes."  It was the truth and Red wasn't about to go blabbing to her friends that she shown the resident vampire a little affection-she'd never hear the end of it if she did.  "Dru was the last and that was over a year ago."

"Does this help?"  Her hand resumed its movement, occasionally brushing his forehead as well.  "I'm not weirding you out or anything?"

Spike sighed deeply and consciously relaxed his body into hers to show his acquiescence.  "No, pet."  He closed his eyes and listened to her slow steady heartbeat, soothed rather than incited by it.  "It's bloody marvelous."  It had been too long and even with Dru it wasn't always this good; Willow's actions were utterly devoid of the hunger and desperation with which his former mate had often touched him.  The witch obviously expected nothing in return, a thought that made him relax even further into her lap.  After a moment, and almost entirely unconsciously, he moved his hand up to touch her forearm where it wrapped around the front of him and began to mimic her soft caresses.

Willow took one last look down at the pale face as it relaxed under her stroking before turning back to the TV.  A few minutes later, Spike's hand slowly dropped to his side and he slept.

Willow's own hand never moved.

~~~*~~~

Spike shifted back to consciousness slowly.  Before he was aware of anything else, he felt the warm softness of the witch's body half enveloping his.  He opened his eyes and glanced over at the clock.  It was 3am.  <Shit!  And it's a school night>  He looked up at her, confirmed that she had fallen asleep, one hand still cradling his head.  <Sweet Red.>  Wasn't willing to leave him alone even with an 8am class tomorrow.

<Just like her, too>  She rarely put her own needs ahead of anyone, even a vampire who had threatened her life on more than one occasion.  <And no one can ever be bothered to return the bloody favor.>  The slayer never thought about anyone but herself, and Xander, Spike had caught on from the Scoobies' conversations in the last few months, had treated the girl like a doormat on and off for as long as he'd known her.  Even Giles, he had noticed, took Willow's considerable skills for granted, keeping her long hours and allowing a wedge to be driven between the witch and her lover.

<Poor girl hadn't seen that coming>  Spike, on the other hand, could have forecast the day that Tara would finally cut Red loose.  To be fair, no one else had the same perspective that he had of their relationship. Early on, Willow and Tara had learned from the unspoken reactions they got from the group that public displays of affection between the two were not entirely welcome.  But Willow had noted the Spike never said anything, never appeared uncomfortable, never flinched.  She had once asked him why.

"There's nothing out of the ordinary about it for a vampire, pet," he had told her, surprised that she had been brave enough to ask the question.  "We're all pretty much bisexual by nature, although some of the fledgings try to insist that they only prefer one sex or the other. Doesn't last long though."

"So you're okay with me and Tara?"

"Unless you're planning on including me," he kept his leer formulaic- standard vamp stuff, but no more, "It doesn't really involve me, does it?"

"I know Xander hates it, but he stares anyway.  And I know he likes looking at pictures of girls with other girls.  Makes me feel all creepy."

"Mortals are less sophisticated, luv.  Score one for us bloodsuckers!" She smiled at him and went back to surfing the 'net.

And never again kissed Tara in front of the group.  The couple was less restrained around him, though, often getting a little lost in each other while he was reading a book or pacing the room.  There was something gratifying about that, though he'd never fully analyzed that feeling.  And he was grateful to that Tara and Willow had a little more class about their displays than the moron and his ex-demon shag-piece.

His thoughts returned to the redhead on his couch.  <For once, sweet, someone's bloody well gonna look out for you!>

He went to the bedroom and turned down the bed.  Then returned to the couch to gently lift the witch into his arms.  He moved carefully to the bedroom, trying not to wake her, and placed her on his bed.  The towel had she had kept tightly wound around her earlier was gone.  Her belly shown in the half darkness and his jeans had slipped even lower on her hips, revealing the smallest glimpse of darker curls at the vee of the fly.

<Red's wearing my jeans with no knickers!>  He grinned at the naughtiness of that thought before remembering his good intentions.  He went back into the bathroom and retrieved her blue cotton panties from the radiator and carefully hung the rest of her clothing up over the rod to try to reduce the wrinkles since she'd have no time to go home before class tomorrow. Bringing the small blue scrap of cloth back to the bed, Spike pondered how to work this.  He knew that the jeans would end up in a ball in the bedclothes by morning, and the thought of Willow's embarrassment at waking up in a strange bed with nothing but a shirt on gave him no pleasure.

How to get the witch into her knickers then?  He chuckled at that reversal of the time-old challenge.  He could do it, but didn't want to wake her. Finally, it dawned on him.  He pulled Willow up into his arms, using his hand to support her head as he drew her face close to his.  Willow stirred a little and her eyes fluttered.  Spike caught her eyes up in his and watched her pupils dilate as she fell under his control.

"Sleep deeply and well, luv.  Spike will take care of his little witch." Her eyes immediately drooped and he heard her heartbeat slow, telling him she would not awake for several hours.

He laid her back down on the bed and knelt next to her, wriggling the jeans down past her hips and sliding them down her legs.  He averted his eyes as much as possible although he wasn't entirely sure why.  She made a low noise in her sleep but did not wake up.  Now for the tough part.

Spike hooked her feet into the panties and moved them slowly up the length of her legs.  He bent her knees up to facilitate his movements.  Then it hit him, and he felt the demon stir as it too caught the scent.  <We don't have time for this, Red> he thought in pseudo-annoyance.  But the smell wafted up at him insistently.  The witch was aroused.

<Bugger!>  He'd thought that the brief contact would not have created such a strong reaction from her, especially given that his command had been to sleep and nothing else.  <"Spike will take care of his little witch"> he remembered.  Well, he hadn't bloody well meant it like that.  But that's exactly how she had taken it into her vampire-controlled brain.

He continued moving the panties up, forcing himself to ignore the scent and working them over her hips and into place without touching her. Almost, that is.  When his hand grazed her hip, she moaned and rolled to the left, pushing her sex against the offending hand.  He grabbed her hips and rolled her back into place, but she wouldn't remain still.  He backed away and watched her thrashing gently in his bed.

<Now, here's an interesting dilemma>  He currently had a beautiful, half- naked woman writhing in lust in his bed.  She would be willing to do anything he wanted and would likely remember nothing.  If his past experiences held true, she'd stayed aroused until she climaxed-there'd be no cooling off if he left her alone.  And <Here's the kicker> he chuckled, <You promised you'd "take care" of her>.  He felt his demon rear up and knew he needed to make a decision quickly.

Easing his jeans down a bit to relieve some of the tightness that Willow's actions was causing, he stepped out of the room to collect himself, and he considered his inhibitions.  <She won't be as much fun as she would if she's awake, and you're not the type of bloke to shag passed-out mortals.>  Tends to lessen the screaming and reciprocity.  Not to mention, if Willow did remember and told her best friend, the Slayer would stake him before the witch even got the chance to admit that she'd liked it. <This is good for the ego.>

But the biggest problem was what Angelus and Darla had always counted on and chastised him for:  his loyalty.  He was not about to go back in there and fuck his best friend silly because he had screwed up and gotten her good and vamp-juiced.  <Best friend, huh?  Red's currently your only friend, mate.>  He winced, but knew it was the truth.  Willow was the only reason he was even alive.  The Slayer would have dusted him months ago but for her interference.

<And then there's tonight.>

<She just spent who knows how long giving you something you've needed for over a year for no other reason than because you needed it and you're bloody well not going to treat her the way her supposed friends do and just lap it up because it's her fucking job to take care of everyone else.>

Willow's moans were growing loader and more pained.

He had to do something.  <Got it!>  His triumph caused his eyes to yellow, but he firmly pushed down the demon before going back in.

He crept back into the room and took in the scene on the bed.  Willow's hair was splayed out around her from her movements and her hips were arching up off of the bed.  Sitting next to her, but careful to avoid touching any danger spots, Spike loosened the knot that held his shirt over her breasts, unbuttoning it as well.  He leaned over and captured her left hand with his and moved it through the opening he had just created in the shirt, placing it gently on her right breast.  She made a guttural noise as he directed her fingers to her nipple and placed his over hers to help her to squeeze the sensitive flesh.  She quickly caught on and he was able to remove his hand.

Next he picked up her right hand and moved it under the waistband of her knickers.  The gap created between her flesh and the material let out the smell of her wet cunt, and he growled his frustration.  Luckily for him, Willow's right hand now knew what her left was doing and pushed its way down to her clit and began to stroke it slowly.  He knew how her fingers felt from her earlier treatment of him, and for a moment he imagined her fingers on the top of his head, petting him while he moved his tongue over that sweet bud in imitation of her fingers.

He felt his game face slam into place.  <Gotta get out of here.>  He grabbed the second pillow from the other side of the bed and moved to the door.  A quick look back at Willow's hands working over her body almost did the last of his resistance in.  He turned the corner and growled loudly as he threw himself out the sofa.  His right hand reached down and ripped the material away from his cock, denim and metal buttons giving way to his sharp nails.  The left removed the last of the obstacles and he grabbed his erection with a ferocity normally reserved for his victims.

A loud groan from the other room sent his hand to stroking the hard cock, and his friendship be damned, he listened across his otherwise silent apartment to the sounds that her hand made in her wet cunt and the quiet keening that signified her rising pleasure.  With his vampiric senses, he could smell her, and the sound of her breathing and speeding heart made him cry out his own pleasure.  A quick intake of air from the other side of the wall signaled her impending climax, and he brushed his thumb across the head of his erection to spur himself on.  He felt, rather than distinctly heard, her growl as she came, and this unexpected connection pushed him over the edge as well.  His response was her name, roaring out of him, as he felt the cum pour over his hand.

He felt her heart slowly return to its normal beat as he lay there looking up at the ceiling.  His last thought as he pulled the jeans back up over his hips was how sweet she would taste at this moment.

~Part: 2~

Willow awoke to the sound of a strange alarm.  Her confusion was followed rapidly by panic, and then as she recognized her surroundings, relief. She rolled over onto her side and buried her face into the pillow, taking in the scent.

<Male...>

While she was not exactly an innocent, what experiences she had managed to chalk up rarely included this.  Her nights in Oz's bed had rarely, considering her high school schedule and parents' expectations, allowed her the luxury of staying over.  Usually, it was sex followed too quickly by the trip home to her own cold bed.  And although Tara and she had practically lived together, women (or at least woman) had an entirely different fragrance.

Snuggling deeper into the bed, she marveled at how good she felt.  She had always associated the enjoyment she felt during her mornings with Tara (and without her, sadly, on those days when her lover had an early class) to the sex of the night before-wallowing in that feeling of completeness and subtle joy that outlasted the more intense pleasures.  But here she was, chaste little computer geek and demon researcher girl, taking in the scent of a man who was not her lover and enjoying what felt for all the world like afterglow.  She giggled.

Her only confusion was how she had ended up here when she knew she had fallen asleep out there.

~~~*~~~

Spike heard her laugh and scowled.  <What the hell is so funny?>   he thought, quickly checking himself for any evidence of last night's finale.  His concern this morning was that the chit would be upset that she had woken up in his bed-first, because it was a man's bed, and second, because it was his specifically.  But here she was, laughing it off as though it were nothing.  That bothered him.  If he didn't know her (and her nearly virginal history) as well as he did, he would have supposed from her quiet giggle that she was used to waking up rather randomly here or there.  Since he knew Red had never been indiscriminate in who she shagged, it wasn't bloody likely that she was amused by waking up in yet another strange place.  Instead, she obviously found the idea of being in HIS bed particularly amusing.

While one part of him thanked the universe that Red felt so comfortable around him, his demon rebelled-<Friend or no friend,> it screamed at him, <I'll bloody well go in there and show her just how deadly serious fucking can be>.  The image of Willow moving under him, hands pinned to the mattress as the last in a long line of orgasms took her to complete incoherence, pleased the demonic half of him immensely.  <Shut up,> he told at his demon <or I'll make us spend the afternoon doing crochet or something else mind-numbing>  It backed down enough for Spike to feign sleep when he heard Willow enter the room.

~~~*~~~

Willow looked over at Spike asleep on the couch and smiled again.  While she might have initially overlooked Spike's kindness yesterday in trying to bring her an umbrella, she was quite aware that he was responsible for her waking up well-rested in a bed, rather than with the back-ache that would have come from sharing the couch with him all night-somehow, he had even managed the entire exchange without waking her.  For a vampire and a demon, he was of the sweet.  Not even Angel was as kind or gentle as Spike could be when he put his mind to it.  And that was without a soul.

<He'd love this train of thought,> she thought with a grin.

On the other hand, she reminded herself, Spike was infinitely more dangerous than Angel had been-cursed or not.  Spike was smarter, more controlled when necessary, than Angelus seemed to be.  The dark-haired vampire was a force of nature, brutalizing everyone and everything indiscriminately.  But Spike, while appearing to be devil-may-care, was the one who could remember a grudge and find the best moment to unleash his revenge.  Willow shivered at the thought of ever having that kind of evil directed at her again.

But a glance at the blonde vamp's face reassured her somehow.  Gathering up the comforter she had stripped from his bed, Willow walked over to the couch and picked the remote up off the table.  After turning the silent television off, she replaced the remote and carefully covered Spike's form with the comforter.  She kneeled down by the end of the couch and pulled the comforter up around his shoulders before resting her hand along one side of his face and running her thumb over his forehead and eyebrow.  She had always been a little drawn to the scar over his left eye, and had wanted to touch it last night but thought the caress a little too personal, even for the intimacy they had been sharing.  Being asleep, he couldn't really take offense.

She had enjoyed last night so much that now she felt guilty.  Spike might have been the one to admit to his need for physical contact, but that was only because he was braver than she.  The weeks since Tara had left had been really difficult and there was no one to comfort her properly. Normally, she'd have help coping with the guilt and loneliness, but Xander had a girlfriend now, and as an ex-demon who had been devoted to punishing male infidelity, Anya was not exactly likely to understand her boyfriend spending a lot of time with someone he'd once necked with.  Buffy, on the other hand, was still weirded out by the fact that her best friend had suddenly started preferring girls (or rather, girl-not that Buffy could make the distinction) and had gone to great lengths to avoid even casually touching Willow lately.

So neither friend had been there to provide the hugs that she had needed so much, or to hold her while she went through that I'm-so-depressed- watching-The-English-Patient-would-actually-make-me-feel-better thing. <Probably why you literally flung yourself at Spike last night,> she thought.  The hug had gone on a little longer than she intended, but when Spike had let on that he missed the comfort of contact, she had practically cried in her identification with that need.  Holding him, letting the vampire think that it was all about him, had made it easier to get what she herself had been craving.

"Thank you, Spike," she whispered as she leaned over and placed a light kiss on his forehead.  Quickly gathering her clothes, she disappeared into the bathroom to change.  A moment later, she emerged, grabbed the cup off the kitchen counter and downed the rest of her tea from the night before, then quietly left the apartment, the door making the only sound as the lock clicked behind her.

~~~*~~~

Spike was up instantly, flinging the comforter across the room and moving toward the window.   Avoiding the early morning sunlight, he watched her move down the street.

<Bugger!>

It had taken weeks to get the chit over to his house last evening, and he didn't think he could take another long stretch without her.  If necessary, he could see her at the magic shop.  While his presence wasn't exactly appreciated, neither was it against the unspoken rules he'd managed to negotiate with the damned Scoobies.  He might pretend to be looking for some demon-fighting to slake his thirst for violence-that one never got old, perhaps because no one else, even the damned watcher, was half as smart as Red, and the witch was too weepy lately to question much.  But then he'd have to share her with them.

<Not bloody likely,> he growled to himself.  There had to be another way to have her undivided attention again.  And he'd find it.

The sun was moving in the window, causing Spike to reconsider his vantage point.  As he turned away from the window, his eyes fell on the cocktail table-and the spell book lying on it.

The demon growled in triumph.

~~~*~~~

He put the phone down, having arranged for all the ingredients she said she needed to be delivered by the local grocer.  He had been pleased at the witch's promise to return after sundown, having coaxed her, via cell phone, to come by to pick up her spellbook.  Making dinner had been entirely her own idea.   Now he had only to wait the five hours until she arrived.

<What happened here?>  Red's actions, both last night and this morning, had him completely baffled.  From any other human, he'd know what to make of them.  One of the up-sides to being a vampire was an innate attractiveness-even the most ugly, idiotic fledgling was far more likely to find a willing bedmate after his turning than he ever had before it. For a master vampire like himself, there were usually plenty of women (and a few men) eager to fulfill even his more dangerous tastes.  But Willow hardly seemed the type-she'd never even given him a second glance beyond friendship as far as he could tell.  And while she would certainly have been willing last night, that was a result of his own cock-up and not her actual desire for him.

But then there was the touching.  He closed his eyes and remembered the feel of her hands stroking his hair, so natural and giving that, for the first time in his hundred+ years on this planet, he felt cared for.  What on earth was this damned girl doing playing nursemaid to a vampire for?

But something had changed last night in the move from the couch to his bed.  The sight of Willow's pale flesh had caught him off-guard, and the sounds of her excitement kept playing over and over in his memory until he knew those sweet, delicious tones better than the sound of his own name. Her moans and the eagerness with which her hands had completed the task he had helped them begin spoke volumes-here was a woman with passion, a woman who might hold her own in the face of a vampire's all-consuming desire.

<At least a bloke can hope,> he grimaced.

This morning, when she had run her hand along his face and across his brow, it was everything he could do to just hold still and let her continue her exploration.  He had wanted to roll her onto her back on the cocktail table, throw her legs over his shoulders, and show her what the tongue of a man with a century's worth of experience could do compared to the fingers of a nineteen year old girl.  But instead, he had allowed her to brush him off with a kiss and a thank you.

<Thanks for what, exactly?>  he mused.  For tucking her in?  For letting her pass  burnt popcorn off on him?  <She ought to be thanking you for not taking her like some beast in heat, shagging her silly until she was reduced to begging five minutes rest,> he smirked at the thought of her bound by exhaustion to his bed.

<That's more like it, mate> he reminded himself.  <You're a vampire, aren't you?  Even with that chip, you're perfectly capable of seducing some inexperienced bird, even if she does have a Slayer for a best friend.>   Spike's eyes glinted as his mind worked ruthlessly over the task at hand.

~~~*~~~

<Eeep!>  Heads turned to shower disapproving looks on Willow.  The sound had hardly been appropriate, erupting from her as it did in the middle of her philosophy class.  That was the moment when her subconscious had finally relaxed its hold enough to remind her what she had been wearing when she fell asleep on Spike's couch-and what she hadn't when she awoke. Willow could feel herself blushing and raised her hand to partly cover her face, but not before Buffy noticed the almost plum tinge of her friend's face.

"What's up, Wills?"

<Oh great!  Normally she can't be bothered to notice if I'm wearing a tangerine shirt with lime green pants, but THIS registers!>

"Nothing,"  the redhead whispered in response.  "I just got that joke Xander told us Wednesday night."  Buffy smiled and went back to whatever mental place it was that made her draw the same damned flower over and over again on her sad excuse for class notes.  <Sometimes, being brainy- but-innocent-sidekick-girl does have its rewards,> Willow comforted herself.  <The low expectation thing came in handy.>

The panty problem was not as easily resolved.  Willow knew she had left her underwear drying on the towel on the radiator.  How then had she woken up wearing them?  While stranger things had happened on the Hellmouth, this was her PANTIES, not some random person or building moving from place to place.   The possibilities were endless: magic, curses, demons.

<Or ONE particular demon> she concluded.  <It's like Occam's Razor!> Willow got a happy finding a use for something from another lecture that Buffy had doodled her way through.  <"The simplest explanation for some phenomenon is most likely to be accurate.">  For some reason known only to himself, Spike had removed her jeans and put her underwear back on her. <Which means he saw you.Eeep!>  Why would he do such a thing?  <And you're cooking dinner at his house tonight!>

Willow groaned silently to herself.  In two hours, she was meant to be at the house of a vampire who seemed to have no inhibitions about dressing or undressing her at will.  <Not that that would be totally of the bad> she thought.  Spike was beyond yummy, after all.  But that was only appealing if it led in a specific direction-namely back into his bed.

<Oh, good!  Blush at the very thought.>

But Willow held no illusions about that possibility.  Spike was in love with Dru.  Had been for a hundred years.  She admired that about him and it was why, despite her rather involved history of crushes, she had never, for an instant, considered him.  Buffy fell for vampires.  Willow did not.  Vampires wanted Buffy.  They did not want Willow.   It was virtually a law of nature.

So why had Spike redressed her in the middle of the night?

Willow watched the clock over the classroom door as it crawled toward her appointed time with the blonde blood-sucker.

~Part: 3~

Spike stood at his window, a now frequent practice, and watched the street outside through the climbing roses that framed his view.  While this had become a near daily source of entertainment-observing the ridiculous habits of the living--today, he was keeping a sharp eye out for the witch.  Of the many things the chip had done to bullocks-up his life, the change in his sleeping habits was the one that offered the most interest. He was practically on a human sleep schedule at this point, and in addition to marginally better telly-viewing, he now had the opportunity to watch humans more closely-research he hoped to find ample use for once the damned piece of metal had been removed.

He caught sight of a unlikely combination of tan, fuschia, and purple moving toward him and knew it was her.  Quickly, he backed away from the window, and scanned the room.  <Ready> he confirmed before flicking the telly on.

When the knock came, he debated briefly whether to answer the door himself or merely call out to her to come in.  Chivalry won out-Red wouldn't yet be suspicious of such a small detail.

~~~*~~~

Willow stood outside, briefly considering turning around and running down the street, rather than face Spike so soon after the strange re-appearance of her panties.  At precisely the moment when her will seemed ready to abandon her completely, the door opened.  Willow's jaw dropped.

Spike stood in the doorway wearing his trademark black jeans.  And nothing else.  <Goddess!>  Willow's eyes immediately dropped to the ground but the image was practically burned onto her retinas.  To say that the vampire had a good body didn't begin to describe Spike's taut and muscled form. His powerful shoulders tapered down dramatically to the lean, if not actually slender, column of his waist and hips.  His pale skin emphasized the definition of his torso and complemented the blue of his sly, sharp eyes.  Willow pretended to examine her nails while working up the courage to actually look back up at him.

<Gotcha!> he silently shouted.  His intention had been to remind Willow that, his demonic and dietary habits aside, he was a man.  The fact that the witch had nearly gasped aloud on seeing him left him little doubt of his success on that point.

"Come in, luv," he drawled, rubbing his eyes.  "Woke me from a lovely nap."  He stepped back to allow her to pass him and she somehow managed to squeeze past without either looking at or touching him.

"Spike," she squeaked out in greeting, as she quickly crossed the room to the couch.  Spike waited until she finally glanced up at him.

"Let me grab a shirt, pet.  The flat's been a bit hot today."  He walked down the bit of hall to the bedroom, taking advantage of those few steps to stretch--his arms moved above his head as he bent from one side to the other.  The muscles in his back and shoulders rippled as they rode out the stretch, and Spike had to stifle an evil chuckle as, feeling the sharp rise in her heartbeat even from across the room, he imagined the witch's eyes again darting quickly away from the spectacle he was providing for their benefit.  He was going to enjoy every moment of this evening.

<Get a grip, Will!>   Her earlier trepidation had skyrocketed the moment Spike answered the door, and now here she was reduced to being ogle-girl. She hadn't even had the decency to apologize for waking him up-she had been 15 minutes early and he obviously wasn't ready for company.  What was wrong with her?

On the other hand, it was equally obvious that at least a small part of her was glad to have been more than punctual.  She'd never have admitted it before, but when Buffy had been literally spell-bound to Spike, Willow's own interest had been peaked.  Normally, the Slayer spilt most of the details of her romances to her best friend-Willow knew, for example, exactly where on his neck one might nip at Angel to get him to lose all control, and that, all appearances to the contrary, Riley had been a bit on the kinky side.  But Buffy had never said word one, during or after her entanglement with the blonde vampire.  So Willow had been left to fantasize.  But none of those imaginings had prepared her for the sight that had greeted her at the door.

~~~*~~~

One of the most inconvenient parts of vampiric life, Spike had long ago concluded, was the lack of mirrors.  He knew from years of Dru's appreciative noises, however, how he looked in tight jeans and black tee shirts.  But tonight called for something special.  He grabbed a midnight blue shirt from off the hanger and pulled it on, glad that he had taken Harmony shopping with him the night he bought it.  The bint might have been vacuous, but her eye for what looked good on the male form was without question.  Not that the shirt's appearance was even his primary reason for choosing it for tonight.  No, its true glory was its texture. He ran his hands down his covered chest and sighed in pleasure.  The velvety feel of the material was belied by its almost matte-like look-one had to touch it to really appreciate it, and after their caresses last night, Spike had no doubt that Willow would end up loving it every bit as much as he did.

As he turned down the hall, he could hear Willow moving around in the kitchen.  Her nervous glance over at him as he emerged from the hall spoke volumes, and he realized he needed to reign himself in a bit  <Difficult to seduce someone who's so skittish she can't even look at you>  he noted to himself.

"What can I do to help?" he asked her, keeping his tone light.

"I need these peppers sliced.  Can you do that?"

Spike quickly swallowed his initial reply, thinking now might not be the time to remind her of his skill with a variety of sharp and pointy objects.  "How do you want them, pet?"

"Like this."  Willow sliced a pepper open and began carving it into thin slices before relinquishing the cutting board to the vampire.  She continued washing the vegetables and handing them to him.  The work before them seemed to relax the witch a bit.  "So what did you do today?"  she finally worked up the nerve to ask.

"Not much for a chap to keep himself busy with around here.  I generally rent videos or read."  Their conversation quickly settled down to a comfortable level, playfully debating the merits of various films.

When she asked him to set the table, in addition to the normal place settings, Spike retrieved six candle-sticks from a cabinet and placed them on the table, along with a small vase from one of the shelves in the living room.  To fill this, he opened the window in the kitchen and gathered a few open blossoms off the branches that climbed the trellis. By the time the witch turned around, he had lit the candles and was just turning off the overhead light.

Willow nearly dropped the dish that held the stir-fry.  Spike's somewhat dingy kitchen had been utterly transformed.  The gold cloth that had hung from under a piece of sculpture in the living room now covered the table which glowed under the candle-light, making even Spike's Wal-mart bought dishes looked wonderful.

Spike reacted immediately to her startled look.  Keeping his tone even and light, he asked her, "You don't mind, do you, pet?  I know it's silly, considering that I don't really need to eat, but I used to love dining out with beautiful women and since I have one here."

He watched Red blush brightly, and crossed the room to her.  "You don't need to do that," he said with annoyance, roughly pulling the dish from her.

"What?" she managed, her surprise at his change of mood stopping her from taking offense at the way he ripped the food from her hands.

"Turning beet red just because someone's telling you the bloody truth!" He quickly filled both plates and returned the dish to the counter, before grasping her shoulders firmly and pushing her toward one of the two chairs.

"I'm sure that both wolf-boy and the wicca told you you were beautiful- they'd be complete slags, if they didn't."

"Well, yeah, but."

"But what?"

"Do we have to talk about this?  I'm not." Willow began.

"But what?" Spike repeated, his voice dropping to a more dangerous range.

Willow sat down and paused, her nose crinkling as she worked through her own thoughts.  "But they loved me," she concluded.  "You're supposed to say things like that when you're in love."

Spike dropped into the chair next to her.  "So, you're saying that they lied to you?"

"Well, no, but." she chewed at her lip.  "Maybe they thought I was attractive because they loved me."

"You're bloody impossible, you know that?"  He was getting tired on this unbelievable insecurity on her part.  He had watched it over the last year, noticing that it failed to wane even when both Oz and Tara wanted her and the wolf was ready to kill to keep her to himself.  How could she be so sodding oblivious?   "Red, you don't get it, do you?  They thought you were attractive because you are."  Seeing the unconvinced look on the witch's face, he pressed harder.  "All right, fine!  Look here, do you find me attractive?"

Willow blushed again.  "I.you.well." Her eyes dropped to the table.

He would have none of it.  He reached out and took her chin in his hand before lifting it to face him again.  "Simple question, Witch.  Am I good- looking?"

Willow knew she needed to get some control of this situation and there was no way to do that by avoiding it.  She took a deep breath and met his gaze.  "Yes, Spike.  You are."  She felt a sense of relief as she managed to keep her voice steady.

"Right.  Do you love me?"

Willow was shocked by the question, but remained resolved to act like an adult instead of some twelve year old girl in the throes of her first crush.  "No, I don't love you," she said, her eyes never leaving his.

He let go over her chin, feeling a small surge of triumph, but it was mixed with a pride in seeing her stand up to his intimidation.  This was very promising-he had finally provoked her.

"So we're agreed that one can find another person attractive without loving them, correct?"

"Yes."

"Beautiful even?"

"Yes."

"Then wrap your logical little mind around this," he paused for effect, leaning in to her.  "I don't love you and yet I think you are beautiful."

Willow opened her mouth and then closed it again.

Spike flashed her an evil grin.  "Now eat before it gets cold."

Flooded with pleasure at his compliment, Willow decided to show the better part of valor by not pursuing the topic.  Instead she leaned over and opened the door of the microwave.  She removed the mug from inside it and placed it in front of the vampire.

"A surprise."  She smiled broadly at him.  He picked the mug up and tasted it.  His eyes yellowed, but he maintained control.

"Human," she confirmed.  "Newly harvested."  She sat back with a hint of an expression he had never seen on her--smugness.  "There was a blood drive at school today and I managed to swipe the last bag they did."

"Theft?  You, Witch?" he smiled broadly at her naughtiness, getting up and going to a cabinet over the refrigerator.  He removed three wine glasses and a bottle of wine.  Placing one glass in front of the witch, he filled it and then moved around her to his own seat.

"But I don't." she began.

"Well, it's bloody well time you did then, luv."  He poured himself a glass of wine and then poured the contents of the mug into the third glass, holding it out to her.  "Unless you'd like some of this?"

In reply, she shook her head and raised her own glass, taking a tentative sip.  She was beginning to learn that there was little use in resisting him-which is exactly what he hoped to teach her.

~Part: 4~

He'd managed to keep the conversation at a comfortable level for the rest of the meal, joking with her and plying her with a second and then a third glass of wine.  He didn't want her drunk, but he did want her relaxed.  It was when he emphasized his point by lightly resting his hand on hers-and she didn't flinch-that he knew he could make the next move.

"Since you cooked, why don't you let me clean up?" he told her, grabbing her plate from in front of her.

"But you hardly ate any of it!" she protested, standing up and trying to snatch the plate back.  She failed to even touch the dish, partly because of Spike's vampiric reflexes which pulled it out of reach and partly because, in trying to follow his quick movement, Willow's slightly inebriated state became apparent as she lost her balance and began to fall towards him.  In a move that seemed almost langorous to Spike, he put the plates down and reached out toward her, ready to catch her.  All Willow knew was that, in a flash, she somehow found herself in the vampire's lap, his arms pulling her from the precarious position she had landed in until she was nestled securely in his lap. She was too stunned by the ridiculousness of her own mis-step to react immediately, even when Spike leaned forward and she felt his breath against her neck.

"I don't need to eat something to enjoy it," he purred into her ear, holding her to him.  He expected her to bolt immediately and was prepared to hold her in place when she did.  But she remained still except for her head which she turned to avoid the unsettling feel of his lips against her hair and instead found herself looking into his eyes. "On the other hand, how can you enjoy something you haven't tasted?" he insisted.  He resisted the impulse to nip at her ear.

The silk tone of his voice was having an amazing effect on her.  It made her skin warmer, a subtle flush moving through her body.  She could feel her heart beating loud and low in the silence, and was intensely aware of the heat of her face in contrast with his cool hand at her waist.  From somewhere outside of herself, she knew that she should be pulling away, that this was something that she shouldn't be enjoying, at least not as much as she was.  But it did feel so good-and she couldn't bring herself to move out of his arms.  It wasn't until his question fully registered in spite of her alcohol-impaired state, that she realized the potentially dangerous situation she was in.

But he was one step ahead of her.  He felt the tension go through her as she prepared to object and took his cue.  Standing, he hoisted her up in his arms and grinned at her, breaking the mood.  "But don't worry, pet.  I enjoyed the taste I had and the company, so why don't you run along to the other room and pick something for us to watch?"  He placed her on her feet and took her by the hand to swing her around to face him again.  "If you want to, that is."

He moved quickly, pretending to take her hesitation as approval, and gently shoved her toward the living room.  "Good girl, pet.  The videos are under the VCR.  I'll do the dishes while you rifle my pathetic video collection."

Willow accepted his direction-it gave her a chance to escape Spike for long enough to get herself back together.  Spike's logic-laden compliment at the beginning of their meal had surprised her.  It wasn't that she felt as though no one could love her.  In Oz and Tara she had found evidence to the contrary.  But she had always believed that it was the "inner beauty" that teachers and other adults assured her she had in abundance that attracted them-not her face, which had always struck her as being slightly, well, irregular, or her body, within which she still felt most of her adolescent awkwardness.  <Spike,> she reminded herself, <isn't really one to go for the inner beauty, let alone the inner beauty type>. Being a soulless demon, he was hardly in a place to appreciate those very qualities-warmth, humor and a kind and nurturing spirit-which she assumed that Oz and Tara recognized in her.  And therefore, she concluded, with a small surge of confidence, Spike had just provided her with the strongest evidence she'd ever had that she was no longer the ugly duckling to Buffy's swan.

Willow's momentary flush of happiness was almost immediately killed off by returning doubts: to place too much weight on the words of a demon was stupid and naïve.  In such close proximity to the Hellmouth, it was a good way to find yourself very dead.  <But Spike has been true to his word in the past,> she reminded herself.  After all, he had done what he promised in his and Buffy's pact to finish off Angelus.  And in the end, he had given she and Xander their freedom in return for her at least preparing to do the spell to get Drusilla back.

<That's a stretch, Willow Rosenburg, and you know it!>  Spike told the truth or lied depending on two things-what he wanted and whatever his mood of the moment was.  So in order to even know if Spike was telling the truth you had to know whether he wanted something from you.  With the Initiation dismantled, they both knew that she was the best local chance he stood of ever having the chip in his head deactivated or removed-she was getting to be fairly powerful and, in fact, she had been working on finding a way to do just that, something she kept secret not just from Spike but from all her friends.  It was sort of an intellectual challenge, nothing she ever planned to use on him.  What she was also keeping from him was that she had almost managed to reconstruct the soul restoration spell that Ms. Calendar had found.  And she had every intention of laying that whammy on Spike if given the opportunity.  He had some particularly redeeming qualities, she thought, glancing over at him bustling around the other room and allowing herself a bit of the ogle she'd been too nervous to take advantage of earlier this evening.  She found herself fascinated by the movement of his muscled shoulders under the tight blue shirt he was wearing.

A little too fascinated, she found out, when she eventually looked up at his face and found herself locking eyes with the obviously amused vamp.

"See anything you like, pet?" He resisted dispelling any of her embarrassment by clarifying if he meant among the tapes or along the length of his body.  She squirmed a bit under his gaze.

Willow chose the easier of the two.  "You have a lot of stuff I haven't seen-maybe you should pick something.a video, I mean."

"Have you ever seen The Hunger?  Catherine Deneuve, Susan Sarandon, and David Bowie?"

She shook her head.  "I like Susan Sarandon, though.  What's it about?"

"Vampires, luv, and aside from the ending, not a bad picture in that arena.  Give it a go?" he prompted, leaving her to decide, unwittingly as it might be, the tone of the evening.

"Sure," Willow responded warmly, back on familiar ground and relieved not to really have to choose.  She popped the tape in and grabbed the remote.

It became apparent, however, that Spike was not quite finished cleaning up, so Willow took advantage of the time to pick up her new spellbook and start examining a couple of the spells.  Within seconds, she was entirely engrossed.

~~~*~~~

Spike dried his hands and looked over at the little witch on his couch. For a minute, he wondered what hell he was doing.  Willow was his friend; he was trying to seduce his friend.  It was obvious that she had some genuine affection for him-it'd been before his turning since he'd had that luxury-and he was risking it.  The problem was that, unencumbered with a soul, Spike never really had much use for anything that resembled friendship.  He picked both equals and minions based on the same selfish criterion.  But operating at less than his full capacity meant he needed all the help, and friends, he could come by.

So why was he risking that?  <For the same selfish reasons,> he concluded silently to himself.  He hated being alone, and sodding romantic that he had always been, it was a lover who kept that feeling at bay.  Friends were useless in his experience.  Vampires were all about desire, and nothing brought that out better than a focal point for such desire.  <It's why we vamps have gotten such a reputation among humans for being obsessive.>  Dracula had turned that whole thing into a damned legend-the vamp stalking one woman until she gave in to him, and then moving on to the next.  The Transylvanian twat couldn't maintain a decent relationship, in Spike's opinion.  He only shagged his women right before killing them (if then, even), a practice the blonde had always written off as Dracula's way of hiding his sexual inadequacies.  It was bleeding obvious that the flashy vampire had no idea how to fulfill the very fantasies that he worked so hard to create in his victims.

He, on the other hand, had proven himself quite capable of keeping a woman happy for the long haul.  Drusilla had never had any complaints-other than, in the end, he wasn't quite the bastard his sire was.  Angelus had driven her mad and created in her a psychotic need to be hurt.  Most of the time, Spike had been able to sublimate that desire into their sex, forcing her to submit to him again and again in their games.  That he rewarded her with the pleasure that Angelus' tortures might promise, but never actually delivered, had bound Drusilla to him.  But then he had broken the illusion by actually saving her life, something his sire would never have considered, and Spike had never been able to make it right with her again.

Still, they had shared over a century of passionate bliss, wreaking havoc across Europe and Asia and shagging as though every night were the first. In the same way that Dru needed abuse, Spike needed a lover.  And he wanted the witch.  Friendship could go to hell if he could be the one to teach the redhead what desire really meant.

Spike dried his hands on a towel while watching her going over the spell book.  She had changed over the last two years.  He had known some witches in his time so he knew that she was progressing in the art at what Giles obviously saw as an alarming rate.  But Spike was drawn to her as a result.  Despite all her other insecurities, here was an area where she was beginning to understand her own ability and power.  When she was spell- casting, he really couldn't take his eyes off her-she was intensely beautiful and radiated power at a level he'd only felt a few times in his immortal life.

<Spike, you slag,> he thought to himself, <You've got it bad.>

~Part: 5~

It was partly a measure of her growing awareness of Spike that his approach actually registered over her interest in the book he had given her.  She looked up at him and smiled in appreciation for his gift, closing it and putting it aside as she did so.  "It's really a great one, Spike.  The illusions are good ones and will be a lot of fun to practice. And some I don't even need props for.  Watch this!"

Willow threw her head back and began a quiet, but oddly musical chanting. Immediately over her head an image appeared, shimmered and then came into focus--small objects moving around in strange patterns.  He walked over to get a better look and laughed.  Dancing in time with the witch's chanting were a group of small mushrooms that he recognized from Disney's Fantasia.  But rather than the two-dimensional version, this one could be appreciated from all angles, and he noted that it looked as if he could actually pluck one of the mushrooms out of the air if he tried.

"That's pretty good, Red," he told her, throwing himself down on the couch to the left of her.  "Of course, I always preferred 'Night on Bald Mountain' myself."

Willow's tone changed slightly as she smiled slyly and he found himself eye-to-eye with the Disney demon, which made even him sit back a little to gain some space.  "Okay, it's impressive," he admitted.  "Could you get him off my lap, please?"  The illusion melted away and she flashed a grin at him.  "Can we watch a real movie now?"

"Sure," she said, reaching forward and grabbing the remote off the table. As she pressed play, Spike took advantage of her movement forward to lift his right leg around behind her.  When she leaned back into position, she came to rest against it and sat back up quickly.  But Spike refused to give in to her surprise.  He acted as though being entangled together on the couch were their routine and gestured her towards him.

"Get settled, Red," he insisted, reaching his hand to the back on her neck and pulling her firmly and gently down toward him.  "I'd like to be able to see the whole movie and you've got school tomorrow and can't stay up late."

Willow quickly assessed the situation.  Either she could make a big deal about this and end up sitting on the other side of the couch from him, or she could play along and spend the rest of the evening enjoying some non- human but nevertheless welcome contact with a very sexy vampire. Logically there was only one thing she could do.

It was Spike's turn to be surprised when Willow laid down next to, and partially over him, the curve of her waist settling over his left leg while she used his chest and right leg to lean back on.  There was nowhere for his right arm to go other than around her ribcage and hers found a place along his right leg.  Both pretended to find this position not just physically comfortable (which it was), but emotionally as well.

Willow concentrated on the screen while Spike did everything he could to look away.  The film began with the two vampires, played by Deneuve and Bowie, selecting victims from among the patrons of a nightclub and taking them back to their apartment.  Once there, the two vampires had sex with and then drank their victims dry.  Watching this, Willow became very aware of her own situation-lounging on the couch in the embrace of a vampire world-renown for his savagery.  She shivered slightly.

Spike knew long before the tremor moved through her body that she was not entirely relaxed.  Moments before, he had felt her heartbeat rise as the vampires' on-screen seduction had progressed, and he was forced to shift position slightly so that the physical effect of both the film and the growing excitement of the redhead in his arms would not become apparent. When the two vamps had finished their meal, the intoxicating scent of arousal that his witch been giving off had suddenly been sweetened by the smell of fear.  When she trembled then, he knew the cause.  <That's right, luv,> he thought with pleasure, <Remember who you are with>.  Rather than assuage her anxiety, he moved his hand from her side to her neck and swept aside the hair that hid her throat from sight.

"What's wrong, pet?" he murmured in a low tone.  He dropped his head as though to whisper in her ear, instead bringing his mouth within an inch of her defenseless neck.  He wrapped his hand around to her opposite cheek and used it to pull her back into his body.  "You're not afraid of me, are you?"  He could hear her heart beating loudly and quickly, and the heat rising off her neck mixed with the subtle movement of the pulse in her carotid artery to create a temptation which only a century of experience allowed him to resist.

Willow could not remember a time when she had been more aware of her own body.  Spike's leg under her body, his chest pressed against her back, his hand on her face, his breath at her neck.  "But." was all she could manage in the face of these sensations.

"But..?" Spike urged her on.

"But you can't bite me," she whispered.  "The chip."

""Wrong, I'm afraid, luv.  I can bite you.  I just can't do it with an intent to hurt you."  He blew gently across the sweep of her neck and was rewarded with her squirming a bit.

"But why else would you bite someone?"  She was confused.  <Wasn't the whole purpose of biting to cause harm?>  She shifted again and immediately became of aware that the danger she was in was of a different sort than she had assumed as she felt the vampire's erection pressing into her back.

Spike watched this new information register across her face, and decided that the moment had come.  "I'm not talking about 'someone,' Witch.  I'm talking about biting you."  He placed a kiss right over the softly throbbing pulse in her neck.  "And I can give pleasure as well as pain." He emphasized this by reaching down the length of her body and touching her knee.  He noted in triumph that it took little pressure on his part to pull one knee away from the other, and in response, he slipped his hand under the hem of her skirt.

Willow stared at his hand between her lower thighs as if mesmerized by the sight.  She had watched her legs open slightly at his initial touch but had no memory of allowing them to do so.  <So this is what it's like> some logical part of her noted.  <This is what seduction feels like.>  She had always been the more sexually aggressive one with Oz and Tara, so this was entirely new for her.  She wondered whether either of her lovers had felt so out-of-control as she did with Spike's hands and lips on her body.  "Pleasure," she repeated softly, as though she had never heard the word before.

Again his words poured over her neck.  "That's right, luv.  My body and bite can give you the kind of pleasure you've never even imagined before or the kind of pain that fill your worst nightmares.  I can even mix the two so you won't ever be able to separate them again."  Spike emphasized the point by dragging his nails up the inside of her thigh, stopping a few inches shy of her panties.

Willow watched the skin on her leg respond to his action, swelling up into four parallel lines, one topped with the slightest hint of blood.  Spike's boast was entirely accurate as the sharp sensation of his nails on her skin caused her cunt to clench once and she felt the flood that it loosed.

Spike was almost overpowered by the arousal emanating from her.  Growling, he moved, quickly flipping them over so it was now his body that partially covered hers and they were face-to-face.

"Willow."

He said her name for the first time she could remember and she recognized that he was struggling for control.  But that wasn't what she wanted.  She brought her lips to within an inch of his.  "Spike," she responded.

"Decide, pet," he warned her.  "Otherwise, I will not be responsible for my actions sixty seconds from now."  He moved his hand under her shirt to her breast and found the nipple with ease.  His fingers closed on the hard point and he twisted it ruthlessly at the same moment that he brought his mouth crashing down on hers, swallowing her answering scream.  His fingers released her nipple to instead stroke it gently, much as his mouth became softer, his tongue tracing her bottom lip.  After a moment, he pulled away and looked at her, his eyes boring into her.

"But know what you're choosing, pet."

Willow sucked in a breath.  Even if his action had not clearly laid things out for her, she had read enough of the Watcher's more secret stash of books to know what Spike meant.  Vampires were not known as gentle lovers, but humans who had survived the experience rarely expressed regret.  "Will you bite me?" she asked.

Spike's eyes darkened.  He'd been afraid that, in giving her a chance to think rationally, she'd come to her senses and reject him.  But her question didn't seem to lead in that direction.  He dipped his head back down to hers and kissed her with all the passion he had been trying to control.  One hand buried itself in her hair and pulled her head back while the other gently tugged down on her chin, forcing her to open her mouth to him.  His tongue swirled around hers, demanding her to respond. She tentatively explored his mouth until he broke the kiss.  His hand tightened in her hair as he answered her.  "Only if you beg me to.  And I promise:  you will."

In response, Willow moved her hand down to her cunt and shoved aside the cotton that covered it.  Making sure that Spike was watching her, she dipped her hand into the wetness there, arching a bit as she grazed her clit, then pulling her fingers clear.  Then, leaning up toward him and nipping at his adam's apple, she ran her wet fingers over the thin stream of blood that his scratch had caused on her leg.  She abandoned his neck for a moment and brought her hand to her lips.  She watched his pupils dilate as she held her fingers between the two of them for a moment.  Then with a teasing slowness, she brought them to her mouth and licked at them.

Spike's game face slammed into place and he roared out his frustration before ending it by capturing her mouth with his and sucking at the sweet nectar she had placed there.

Willow whimpered a little in fear at this display as she suddenly came to full consciousness of what she had placed herself in the mercy of.  Spike responded by smiling wickedly against her mouth and using his right hand to rip away the panties that covered her sex.  The witch had given herself to him.  Now he would show her no mercy.

~Part: 6~

Spike roughly thrust a finger into her, reveling in the way her body seized at the intrusion.  He held her firmly in place and explored her mouth and cunt, listening to the sounds she made in response to his kiss and touch, testing her limits.  <Not that those will last the night,> he thought smugly.  It was obvious to him that the witch was far less experienced in some ways than he had assumed.

He rolled off of her and was rewarded with a moan of protest.  Kneeling between the couch and the coffee table, he picked her up from one and shifted her to the other.  In a flash, he had her exactly where he had wanted her this morning-lying on her back on the table, looking at him in astonishment and passion.  He kicked the couch hard, sending it skittering across the floor and crashing against the wall.  Now that he had enough room, he kneeled between the witch's legs and looked down at her.

She lay spread out before him like some sort of sacrifice, defenseless and waiting.  He reached to cup her head in his hands and pulled her up to him.  He kissed her softly at first, giving her time to respond to him, opening her mouth to dart her tongue across his bottom lip.

Willow began to kiss Spike in earnest, amazed at the way their mouths blended together so that any space left by one was immediately filled by the other and she began to lose track of whose tongue, lips, or breath was whose.  One of Spike's hands released her head and began moving down her neck to her breast.  He cupped her, his thumb brushing the nipple and she felt his moan in her mouth.  She answered him by wrapping her own hands around his neck and holding herself up to better kiss him.

He took advantage of her initiative by moving both hands up to the collar of her shirt.  Taking it in his hands, he ripped it open all the way down the front, exposing her to the air.  The coolness of the air in the apartment caused her nipples to harden even more.   His hands went again to her breasts, rolling her swollen tips between his fingers.

The pleasure was too intense and Willow bit down on Spike's bottom lip. He pulled away from her with a growl.  Her support gone, she fell back down on the table.  He threw himself down on her, his mouth latching onto her breast and working his tongue over the nipple.  He reached down and gave her clit a sharp twist.

"Now, pet, none of that yet.  We've only begun," he warned her.  "Draw blood too early and you will be sorry."

He returned to her left breast and suckled hard as his finger danced over the entrance of her cunt, swirling just barely inside before pulling out to play with her clit.  At first, she resisted, her body remembering the pain he had just visited on her.  But soon, the sensations he was creating became overwhelming and all she could do was use her body to beg him for more.  She ground herself against his hand, angling herself to try to make penetration easier.

But Spike had other plans.  His teasing of her clit and pussy was bringing her closer to the edge, and he was not about to let her come yet. Switching to the other breast, he took his hand away from her cunt and held her down to the table with it.  "What do you want, pet?" he demanded, lifting his head from his work to gaze up at her.

Willow gulped air as her rising orgasm was suddenly cut off.  "Huh?" was all she could manage.

"I said, what do you want?"  Spike licked at her nipple before pulling back to sit on his heels.  She reached for him, but he held her still.

She knew he was going to get an answer from her.  "You," she told him.  "I want you."  She blushed hotly at her admission, even though it wasn't what he wanted from her.  Here she was having sex with him but couldn't actually bring herself to say it.  She knew before his gaze changed to one of disappointment that she had taken the coward's way out.

"I said, what, not who!" he reminded her sharply.  "But since you refuse to be specific."  He eyed her before reaching between her legs and spreading her lips apart so her cunt was open to his inspection.  Bending his head, he took advantage of this new vulnerability to lick her from anus to clit.  A bolt of desire ran through her and she now knew what she wanted-for him to never stop doing just what he had just done.  Instead, Spike inserted his finger into her and buried it to the last knuckle.  His tongue now traveled to her clit and she began to breathe heavily again.  A second finger joined the first as he started to pump them in and out of her.  He caught her clit between his teeth and held it there while his tongue moved it in tiny circles.  When he moved the third finger up to join the others, he felt her tense-two was obviously the most she'd ever taken and his hands were larger than both Oz and Tara's-and his excitement rose as the fear radiated from her.

He let go of her clit with his teeth and worked it only with his tongue, waiting as he felt a new kind of tension building in her.  Then he pulled out fingers out of her cunt, and adding the third one, thrust them back in, never breaking the pace of his tongue.  A moment later, he added the fourth, and Willow thought she would pass out from the pleasure of his tongue and the pain of his fingers stretching her.

He paused and she almost screamed in frustration.  "Tell me what you want, Witch," he demanded.

"Your.mouth.please.Spike," she responded between gasps.

"Just my mouth?" he pushed her.  He twisted his fingers in her cunt.  "Or was there something else you wanted?"

"Please, Spike.  Your mouth.your fingers.please."

"Please what?"

She was beyond caring.  She needed to come and she'd do anything to make it happen.  "Fuck me, Spike.  Finger fuck me, please?" she pleaded.

Every bit of control he had used up to this point evaporated.  Willow suddenly found herself turned around kneeling in front of him, facing the table which supported her weight as her breasts were crushed against its top.  Again, Spike's fingers thrust into her, stretching her.  But then his thumb was at her ass and she bucked in an attempt to escape.  He knew that no one had ever had her ass and he growled in triumph in knowing that he would be the one to teach her its potential.  He threw his weight down on her to hold her still while his other hand grasped at her throat.  She could feel the hard length of his cock now, pressing against his jeans and her back and realized the terrible danger she had put herself in.

She mewed in protest as his thumb pressed against her anus.  With a quick move he embedded both thumb and fingers deeply into her cunt and ass and she exploded.  Unlike Oz or Tara, he didn't milk her orgasm and allow her to catch her breath.  Instead his hand released her throat, and moved to his fly.  He ripped the jeans down and then he was in her.

While his fingers had prepared her for his girth, they had done nothing to help her accommodate his length.  She grunted as he hit bottom in her, her womb cramping a bit at the new invader.  But then he pulled her toward him, plastering her ass and back against his torso and bringing his hands up around her.  One cupped her breast while the other gained leverage using her shoulder.  With this support, he began to pound into her in earnest.

She knew that this was wrong, that it had never been this way with either Oz or Tara.  They had both brought her a tender pleasure, while Spike took her like some kind of animal.  After a few strokes, her cunt had adjusted to Spike's cock and she grunted with the weight of his thrusts.  Now his nails bit into her breast and his other hand moved to her clit, allowing the table to support their weight.  And once again, she was winding up like a spring.

Spike was holding back as best he could, using his hands to bring her back to the brink with him.  But then her own hands covered his, urging him on, showing him exactly where her pleasure could be found.  She began to keen softly, the noise in her throat blocking out every other sound they were making.  He moved his hands faster over her body to speed her to their climax, but he was too far gone.  His hands went to her hips as he drove savagely into her, emptying himself into her already drenched cunt.

That was all she needed.  The last vestige of his control slipping and the feel of his hands on her hips, slamming her back into him-it was everything sex had never been.  He was lost in her, and it broke through every reservation she had.  Her hands went to her breasts, crushing the nipples between her fingers and screaming out his name.

"Fuck me, Spike.  Fuck.fuck.Spike, NOW!"

The witch had suddenly turned into a wildcat in his arms. As he sank his teeth into her neck, he felt the first spasm around him.  This time, he met every thrust, holding her tightly to him, licking at the blood seeping from her wound and whispering to her.

"That's it, baby.  Come for me, pet.  Let it go, I've got you."  He continued murmuring to her all the way through, holding her up when her head slumped forward, matching each convulsion by stroking in and out of her.

When the last tremor passed through her, he angled her away from the table and onto the floor.  Lowering them both to the ground, he heard her groaning protest as he slid out of her and tried to make it up to her by gathering her to his chest and gently caressing her back and ass.  He listened to her heart and breathing slow and within minutes, she was asleep in his arms.

He held her for a while, then lifted her off the ground and carried her to his bed.  He removed the last of his clothing and the sheds of hers, and slid in next to her.  He took her in his arms and gently licked away the last residue of blood from her pretty neck.

He lay there holding her and taking back virtually all of the blasphemous things he'd said about God in his last 100+ years on this planet.

~Part: 7~

When Willow awoke, it was not entirely of her own will.  The first thing to break through her exhaustion was a vague awareness of being moved. Then the pleasure began to build and her eyes opened.  Laying between her legs was Spike, slowly licking her tender flesh and moving his thumbs in slow circles under her thighs.  When she stirred, he looked up at her with a wicked leer.  "Sorry to wake you, luv.  I was hungry," he offered as explanation.  He lowered his head again and began to lap at her in earnest now, removing any evidence of their early act.

In doing so, he now gave her a clear view of the rest of his body.  If Willow thought that she had seen the best part of Spike when he greeted her at the door earlier, she had rarely been so wrong.  Her legs, carelessly spread to give Spike access to her, framed Spike's shoulders, back, and ass.  The paleness of his skin threw every angle into sharp relief, and Willow gave a small groan as she imagined running her hands along the length of him.

Spike felt the sound move through her body and knew things were going well.  He had laid awake for an hour after they had made love and wondered what to do next.  If he had had any intention treating this as a one-night stand, it had utterly disappeared in the moment of her second orgasm.  She had been glorious, abandoning any sense of shame or regret to the pleasure they had generated.

But he knew that it was just a matter of time.  Of course, part of that was his fault.  He could have lied to her about exactly the kind of man she was submitting herself to.  But he had decided that he wanted her either as lover or friend and a lie could lose him both.  So he had shown her what he was-the need he had for dominance, to force her to give up everything else in the face of her desire for him.  And she had done it. It was why he couldn't let her go.

But she would try.  He knew that she would feel ashamed of what she, they, had done.  And she would try to run, try to forget, try to make the most intense experience either of them had ever had disappear in a cloud of denial.  The wolf and the wicca could never have known her this way-no lover in his or her right mind would have considered leaving such a woman.  She wasn't going anywhere if he could make her stay.  But that meant overcoming her shame.

And the best way to do that was to keep her from feeling it until she saw just how wrong such a feeling would be.  So he had slipped out to Willy's and picked up enough blood to last him the weekend, then returned to make sure she stayed in the proper frame of mind.

He had only been going down on her for a few minutes when she stirred. And now she was responding again to him.  He had made up his mind to be gentle this time-to show her the full-range of his skills.  <You went after her like a wild animal,> he reminded himself.  <I'd be surprised if she can walk after the shagging you gave her.  It bloody well bordered on rape, you bastard.>  So now he would be as tender as he had been brutal.

He moved his mouth over her carefully, discovering the full extent of his violence on her as he tasted blood.  Looking closer, he relaxed a little- he had scratched her when he had used his fingers in her.  She'd be sore for a few hours, but tomorrow the pain would be gone.  Now certain that she was physically okay, he began to work her body again, his hands tracing slow circles up across her hips and stomach.  He increased the speed but not the pressure of his tongue, feeling her clit growing as he ministered to her.  Her juices were starting to flow, and he could hear her soft cries.  Her hands moved down to his head and he had a sudden moment of déjà vu as he realized he was now living a moment he had only imagined yesterday.

He slipped off the foot of the bed and took her with him, his large hands locked on her hips and pulling them off the bed and up to his mouth again.  Using one hand to support her pelvis, the other curled around one thigh, and he placed his forefinger and thumb on opposite sides of her clit, one inch from her most sensitive spot.  He started by moving them slowly up and down alongside her clit, careful not to touch except for an occasional lick when he could tear himself away from the sweetness flowing from her cunt.  It was easier for him this time.  Their earlier efforts had taken the edge off his hunger for her, though it hadn't in any way dispelled it.  But now he had enough control to take his time with her.

Willow was panting, trying to catch her breath enough to protest.   But Spike successfully kept her from forming the words by quickening his pace slightly.  He glanced down the length of her to her face, contorted with ecstasy.  Her eyes had rolled back a bit and her lashes fluttered in time with the movement of his hand on her sex.  As he bit down gently on the engorged bud, her entire body went taut, arching off the bed.  She was utterly lost in the sensations he was creating.

But some part of him had a need to bring her back from that-to remind her who was making her feel these things.  "Willow," he whispered.  "Look at me, luv."

She heard him as though from a great distance and struggled to open her eyes.  When she did, the sight of Spike between her legs, his face covered in her juices and his sharp blue eyes watching her with a passion she'd never seen before, was too much.  She felt so vulnerable, so open to him, and she closed her eyes to will away the feeling.

His voice called to her insistently.  "Don't shut me out, pet.  Look at me.  Let me see you come."  He quickened again and the muscles in her stomach began to tighten with her approaching climax.   His tongue dipped down, running several slow circles around the tight opening of her ass before plunging into her cunt.  Her eyes flew open in response, she saw him looking at her through the red curls above her pubic bone.

Spike felt the growl emerging from deep within him as she finally met his eyes.  He knew he should try to suppress it, but the expression on his witch's face made that impossible.  She glowed, radiating the same sense of power that flowed from her when she was casting.  How could the little mouse he'd met three years ago have blossomed into this amazing creature?

Suddenly her hands shot up from her sides and reached mindlessly towards him.  He watched them clench and unclench, grasping nothing but air as he worked her hot, wet cunt.  Her body tightened more and more, going taut and quivering like a bowstring having loosed its arrow, until he hardly needed to support her weight.  He brought his thumb and finger together around her clit and thrust his tongue as deeply as he could, and she broke, her moan reverberating down her body.  She collapsed back into his waiting hand and he lowered her to the bed, never allowing his tongue to leave her.  As she relaxed from each spasm, he thrust into her once more, driving her again and again to tighten until both she and he became certain she would never stop.  Eventually he felt her begin to subside, and he slowed with her.   As the last spasm left her, he lapped at her cunt, savoring the taste of her fresh climax.

Willow watched him through heavy-lidded eyes.  She was determined not to fall asleep this time.  She lay catching her breath until Spike's efforts began to lead them again in the same direction.  <Oh, no you don't> she thought, and she moved her feet up to settle on his shoulders.  Spike accepted her change in position, seeing a moment too late what its purpose was.  Willow braced herself against the headboard of the bed and pushed.

The vampire flew ass over teakettle off the end of the bed and tumbled into a heap on the floor.  Willow threw herself after him, and before he even realized what the witch had done, she was assaulting his mouth.  She held his face between her hands and forced his mouth open with her tongue.

<Stop licking my sodding tonsils!> Spike thought to himself before the full effect of Willow's action took.  Then he was returning the kiss, nipping at her top lip and running his tongue up and down the side of her own.  This wasn't exactly what he had planned, but he wasn't about to argue the point.  Her hands were all over him, clutching at his shoulders, sides, and <Oh, Christ!> his ass.

His last rational thought was how she tasted-not sweet, but she had a flavor that was more intoxicating than blood.  He gave himself over to the kiss, and pulled her down onto him and against his straining erection. Willow stilled for a moment and then retreated enough to move her mouth to his chest.  She began a wet path from one nipple to the other, alternating sucking with occasional full-mouthed bites.  Each time she closed on the tips, his cock jerked in response and brushed her bare stomach.

Spike's control was starting to slip, and he began a silent mantra in an effort not to throw her over and fuck her raw.  <Let her, let her, let her,> he repeated silently, trying valiantly to be as gentle with her as he had promised himself he would be.  She was making it damned hard, though-and in more ways than he could count.  Every nerve in his body seemed to have come alive and was holding itself at full height.  When she began to lick her way lower, he begged every higher authority he could think of for the strength to resist his natural impulses.  He didn't even trust himself to touch her.

Willow could feel his cock making a slow journey up her stomach and chest as she worked her way down him.  But when it cleared her breasts and she got her first clear sight of Spike's manhood, her resolve slipped.  Her experience in this area was severely limited, she knew.  Oz had allowed her to go down on him a handful of times, but her attempts had been seriously hampered by his insistence that she didn't really want this-that she was trying too hard to please him.  The night she had tried to seduce her boyfriend had resonated through all of their sexual relationship: he acted as though every act they had indulged in was just her way of showing how much she loved him-that none of it was what she actually wanted.

But she had wanted it and had only become frustrated by Oz's restraint. But now, here she was with a man who had no such inhibitions.  <Problem is that Spike exceeds Oz in more ways than one,> she thought, her curiosity overcoming her natural shyness as she reached out to touch him.  Willow swallowed hard when she remembered the feel of Spike inside her.  She might have resisted his fingers, but now she was thankful that he had prepared her to take him.

She curled her own fingers around the base of his shaft, not surprised when they didn't meet around the other side.  Briefly she wondered if this was a strange by-product of being a vampire-she made a mental note to ask Buffy about her own vampiric lover and then immediately blanched at the thought of (a) what Buffy's response would be, and (b) what her best friend would do to her if she found out what prompted the question. Better not to pursue it, she concluded.

Spike was looking at her with a combination of lust and confusion.  In response, she ran her hand up to the tip and brushed her fingers across it.  They came away wet from an hour's worth of Spike's excitement at going down on her.  <Time to return the favor,> she thought. She bent her head down and tasted him.  It was a little like Tara's flavor, but combined with the smell of him, it was also quite unique.

She ran her tongue across the tip, experimentally, watching his reaction. He bucked slightly toward her but managed to keep himself still.  She brought her mouth down around the crown and sucked the last bit of pre-cum away before raising her head and looking at him.

"I haven't had a lot of practice at this," she admitted to him, watching closely for any sign of trepidation.

Spike reached out and stroked her cheek, happy not just at this turn of events but that she had finally spoken after their first coupling.  "Well, pet," he pointed out, "There's only one way to remedy that."  He closed his fingers over hers and guided them up and down his length.  She caught the rhythm quickly and lowered her head again to his cock.  This time, she ran her tongue around the rim before engulfing him. She sucked gently at first, but immediately detecting the connection between the pressure of the vacuum she applied and the lust on the vampire's face, she began to use her mouth to pull at him in earnest.

Spike lay there as some vague thought about enthusiasm making up for experience failed to fully form in his head.  All that existed was the incredibly hot mouth of his witch and his desire to bury himself deeply in her, anywhere in her.  His hands became like claws, digging into the carpet as he tried to find some way to combat the rising desire in him. She was driving him to the point of insanity--at least that's what he thought.  But then she started to bob her head up and down, taking in a tiny bit more of him with each descent, and he knew that he couldn't last.

He tried to pull away but she held him, letting Spike know what she wanted.  He had no qualms about giving her anything she desired at that moment and the permission in her eyes sent him over the edge.  He flooded her mouth.  She wasn't quite sure how to handle the moment, and she came away with cum covering her lips and chin.  Spike looked up at her warmly and decided that he had never seen a more erotic sight.

He stood up and pulled her toward him and the bed.  Reaching over and grabbing a corner of the blanket and pulled it over them.  Spike smiled and rolled them over so that she was underneath him.  "What are you doing, luv?" he asked her.

"Sleeping?" she offered.

"You didn't think we were done," he replied, slipping between her legs and guiding himself to her warm and wet channel.  He slipped inside her and felt her body arch up toward him.  "Did you?"

~Part: 8~

Willow answered him wordlessly by wrapping her legs around him and pulling him further inside her, her breath hissing softly out of her.  Somewhere deep inside her mind, she knew there would be a price to pay for what she was doing-that she was not behaving like Willow, that this was insanity. But it was so difficult to remember why at this moment as the gentle motion of Spike's body against and inside her demanded all of her attention.  <Once more won't make any difference> she thought, providing herself a half-hearted justification.  <Whatever is going to happen will happen because we had sex, not because of how many times we did it>.

Spike saw the mind clicking away behind the green of the witch's eyes and knew that it was dangerous to his plans-all that was logical and rational argued against a mortal giving herself to a vampire.  He couldn't allow Red, especially his clever Red, to think for even a moment.  He needed to distract her.

The vampire lowered his head to her left breast and ran his tongue around the aureole so lightly that, at first, she wasn't sure she had felt anything more than his breath against her skin.  But as his tongue continued its slow circular path around it, she could feel her nipple contract in its need for similar consideration.  Her hands went up to grasp his head and direct his mouth to the straining point.  But as she exerted pressure, he entirely failed to move.  She pushed more firmly against him, but still without result.  She felt him chuckle lowly and looked down her body at him.

Never stilling his slow stroking in and out of her cunt, he met her eyes and only partially suppressed his smirk.  "Vampiric strength," he reminded her.  "You may have surprised me once, but I'm on to your tricks now."  He moved to the other breast and ran his tongue carefully around the right nipple.  Her body bucked in response, moving it nearer to his open mouth.  "Now, now, now, pet," he drawled out, one hand moving up to close over her hand on the side of his head.  With lightning speed, he grabbed both her wrists and pinned them firmly to the mattress over her head.  His eyes yellowed as he warned her: "Hold still!  Don't make me restrain you, luv."

Heat rippled through her body at the tone of his voice and the threat it had carried.  When he released her wrists, she left them there and concentrated on keeping her body still under his ministrations.  He finally took some mercy on her, taking the right nipple into his mouth and sucking lightly.  The rising frustration in her was only momentarily relieved as he moved slowly between the two peaks, never staying long enough or exerting enough pressure to give her what she needed.  Every muscle strained in her effort to hold herself still.

Spike continued to thrust into his witch's sweet body, beginning to move a hair quicker and deeper.  Beneath him, Willow's skin was slick with sweat from her exertion.  He rewarded her by moving his hand between them and lightly pressing his thumb above her clit and moving it in small, slow circles.

She felt her mind melt away as an almost physical sensation as the pleasure created by his subtle movements began to build.  He sat back a bit on his heels and pulled her hips up to allow him access to her from this new angle-it freed up both his hands and he allowed one to continue at her clit while the other roved tenderly over her body.  He traced her hip, the curve at the small of her back, her lovely neck.  He knew and reveled in the sharp disparity between the gentle way he was making love to her and the right bastard he was being in doing so.  They were now entering the third quarter of an hour of this torture, his movements just enough to keep her building slightly, but careful never to offer her the release of climax.

He could quite literally keep this up for hours-had done more than once, in his lengthy past, just for the pleasure of reducing his partner to a state of total erotic insanity.  But this was not meant to be torture so much as an object lesson in what he was capable of.  He was not going to have Red believing that he could not control himself, that he could only ravish her brutally.  She couldn't take much more of this, of that he was equally sure, from the look of her.  She was pale and weak from his onslaught; between straining desperately to come and equally desperately to obey his command to remain still, she seemed ready to snap any.

Willow's control broke and a pained wail erupted from her.  <That's it, luv, show me what you're made of> he thought as her body began to shake in its urgency to wring from their joining the increase of contact that would complete her.  Her hands came down onto her breasts, and she raked her nails across the nipples, drawing a small mark of red across them as one of her nails broke the skin.

The scent of blood hit him immediately and his carefully maintained control threatened to slip.  Until he saw her eyes.  It was so quick that he would almost swear he hadn't seen it, but no, it had been there-a sharp and calculating glance from the redhead, a moment of clarity in maelstrom of painful pleasure she was experiencing.  The girl had done it one purpose, drawn blood in an attempt to get him to give up his game and begin pounding into her in the more primitive manner of their first fuck.

But she was no match for him, and she'd best learn it now.  He captured her hands again with one of his, and then used the other to reach into his nightstand and retrieved a leather belt.  The look of fear, fascination and outright lust in her eyes when she saw the belt almost accomplished what her first effort had not, and after filing her response away for future exploration, he turned his eyes to the work at hand and concentrated carefully on securing her hands with the belt.  He attached the belt a metal twist on his headboard and then looked back at her.  "I told you you'd be sorry if you drew blood, pet."  He slowed the movements of his hips and she cried out in anguish.  "Perhaps we have to start over?"

Sobs began to wrack her body as the frustration became too much.   "Please, Spike, please," she choked out in tears.  "I can't take."

"Oh, no, sweet Red.  You can.  Just a little bit more, I think," he hushed her with his tone.  "I think you can take a bit more."  He reached down and took her breasts in his hands.  "Is this what you need, pet?"  His hands held her as his thumbs began to stroke her nipples.  "Do you want my hands on you?"

She nodded sharply, unwilling to trust her voice.

"Say it, pet, or it stops.  Tell me."

Willow knew how she'd better respond this time.  "I need your hands on me, I need you to touch me.   Please fuck me, please!" she begged him.

"That's better, luv, but I am fucking you.  And I plan to keep fucking you.  I'll touch you all you want but I don't want you coming yet."  He quickened his pace and began to twist her nipples gently between his fingers.  She moaned in response and began to grind her hips against his. He looked down at her and smiled-the picture of the witch, bound with a leather strap to his bed and begging him verbally and physically to take her hard and fast until they both screamed in climax-it was better than any fantasy he'd had in more than fifty years.

After endless minutes of moving within her, he rewarded her for this by lowering his head and nipping at the buds in his hands.  She arched her back to offer him what he was already taking, and he sighed in perfect pleasure.  He listened to the small sounds escaping her, mixing with the sound of him slowly fucking her flooded cunt, in the otherwise silent apartment.  Beyond its walls, he could feel dawn coming, with the practice of one who has lived in fear of it for tens of decades and realized that, for the first time, the fear was gone.  He could hear the light rush of the tree outside in the wind, the singing of the bird in its branches and knew that nothing had ever felt so right.  She was everything, she would be his everything. And he needed to show her.

He reached above her and unhooked the belt from the bed.  Running one arm under her back, he lifted her up to a sitting position, him deep inside her, and slipped her bound arms over his head and around his neck. Secured to him in this way, she leaned forward and rested her head on his shoulder as he caressed her sides, her ass.  After remaining still for a moment, Willow experimentally lifted herself and then sank further down on his cock.  When he looked up at her and smiled, she repeated the action. His hands came up to her breasts again and he kissed her tenderly, his lips impossibly soft against hers.  She found a rhythm and began to make wordless sounds against his mouth.  He broke the kiss, and warned her: "Remember what I said," before lowering his head to her neck where he placed small kisses along her collarbone.

She felt herself climbing, spurred on by his hands rolling her nipples lightly between his fingers and his mouth working over her neck.  She sped up, gripping the back of his neck and he felt himself rising with her.  At first, he thought she was going to disobey him, and bring herself to orgasm.  But at the last minute, she paused above him and looked down at him with pleading eyes.

"Spike, I need...please," she breathed at him.  "Let me come?"

"Fuck me, luv," he urged her on.  "Come for me."  He slipped one hand around her waste to give her more leverage while the other sought out her clit and stroked it gently.  She sank back down on him a dozen more times before she felt herself shatter in orgasm.  He felt her start to go limp and reached under her thighs.  Holding her here, he moved her up and down his cock in time with her spasms until one particularly strong one clamped him and he could hold off no longer, rolling them over on to her back and thrust himself into her to his own climax.

They lay entwined without a word for several minutes, listening to the stillness.  Finally, the vampire moved out of her arms and undid her wrists, rubbing them to bring back circulation.  When her arms again encircled him of her own will, he kissed her deeply, pulling her down onto the bed next to him and back into his arms.  "Are you okay?" he asked her.  She nodded mutely, still trying to process the last few hours.  He sought for words, any words, to communicate what was in his heart but even his mediocre skills as a poet abandoned him.  What the hell was there for a vampire to say, anyway?  "You're brilliant, pet, bloody brilliant," he murmured, before falling into the most blissful sleep of his unlife.

When he woke three hours later, she was gone.

~Part: 9~

Spike sat bolt upright in the bed and listened.  Nothing.  Throwing the comforter aside, he launched himself across the room and into the bathroom.   It was empty.  Four long strides and he was in the living room.  All evidence that she had been there last night was gone, except for the couch which now resided six feet from it usual resting spot. Spike threw himself down on it, and let out a string of obscenities that would have caused Asmodeus himself to blush.

The stupid bint had left him.

~~~*~~~

Willow closed her front door behind her and bolted upstairs.  Once inside her room, she crossed to the vanity, sat down and studied herself in the mirror.

<It looks like me>, she thought, <but it can't be me>.  Her actions over the last twelve hours were beyond strange, even for the Hellmouth.  <You gave yourself-no,> she revised, <threw yourself--at a demon!>  What the hell was she thinking?

Part of the answer was, of course, that she hadn't been thinking.  From the first, she had failed to really think about any of it.  Befriending a vampire? Not smart.  Agreeing to accept his gifts and invitations?  Dim- witted.  Consciously deciding to lay on his couch and stroke him like a cat?  Utterly foolish.  Allowing him to seduce you twenty-four hours later on the same couch?  Unfathomably stupid.

<So much for being the brains of the bunch,> she thought to herself.

How had this happened?  Sure she was lonely after her split with Tara. She had spent over a year with her and had loved her so much she thought her heart would collapse when Tara told her she was moving to Los Angeles.  But she had hurt after Oz had left and had managed to avoid jumping into bed with a demon.  So what was different this time?

Her mind reeling with possibilities, she decided she needed to clear her head and her space.  Going into the bathroom, she splashed some water on her face, then returned to her room and opened the french doors.  A light wind blew the curtains aside and cleared out the mustiness caused by her several months absence.  Gathering her sage and other herbs for a small drawer in her dresser, she forced herself to empty her head and concentrate only on the cleansing ritual that had been one of her first lessons in practical magic.

~~~*~~~

Spike was pacing, not like a man worried or waiting, but like a caged animal.  Every muscle was tensed as though on alert for a hidden threat. He was still cursing, alternating his venom between himself, the witch and the world in general.  <Three hours,> he kept repeating to himself. <Three hours of sleep just cost you the most important thing you've had possibly in your whole sodding life>.  How could he have fallen asleep? He knew she would try to escape, try to get away from him.  How could he have been so bloody thick as to think that shagging her silly would be enough to make her stay?  It hadn't been enough with Dru and damned near the whole world knew Dru's grip on reality was inversely proportionate to her sex drive.

Willow might be an emotional creature, but she was certainly not irrational and no number of orgasms was going to keep her from seeing the problems of being with a vampire.  <Even if her best friend hadn't been screwing her own creature of the night, which she had>.  Once again, the Slayer had ruined his plans, this time by providing the perfect negative example for his witch-it would be hard to convince her after what happened between Buffy and his poof of a sire that she could have any kind of future with him.

How was he going to get her back?  He'd need time alone with her if he had any chance of changing her mind.  He also needed to see her.  Waking up and finding her missing had created a pain in his long-dead chest that rivaled the one the chip often made in his head.

His eye caught the gold and onyx scarab that sat on one corner of his bookshelf.  It had been a gift of sorts-more a reward for services rendered-from Angelus in the summer of 1854.  <Angel and Buffy,> he thought to himself, in disgust.  <Damned if they're going to be an example of anything to me and Red>.  They'd made a cock-up of things, at least Angel had by just walking away from the love of his life.  Now his sire sat in a dark room in Los Angeles feeling sorry for himself.  Between that and the soul, the dark haired vampire was just short of completely bloody pathetic in Spike's book. He was not going to become his sire.  He grabbed his duster from the chair and threw it over his head, heading out into the sunlight and making a bee-line to Willow's dorm room.

~~~*~~~

Willow had finished cleansing her childhood bedroom, straightened every book on the book shelf and had been vacuuming the same 2 ½ square feet for the last ten minutes.  She finally switched the vacuum off in resignation and sat down on her bed.  Laying back and looking at the ceiling, she became aware of part of the reason she hadn't stopped moving in the last two hours-she could still feel him, and had been doing anything she could to keep ignoring that fact.  Now at rest in the quiet of her room, she was intensely aware: her nipples, sensitive from his touch and sucking, stood up under her shirt; the dull throb between her legs that had not even begun to subside; the ache on her neck where she had begged Spike to bite her.

What was so difficult to face was not the pain-none of these had the feel of injuries.  No, that would have been bearable.  Instead, all of them were aches, they were tender reminders of absence-his missing hands, cock and mouth, on her, in her, sharing a pleasure she had not thought possible yesterday.  As every brain cell she had screamed at her to run, to get as far away from him as possible, every fiber of her body was desperate to feel him against her again.

But that was not going to happen and the sooner she could bring herself to face that fact, the better.

<But why?> Some part of her cried.  He hadn't hurt her, nor had the world suddenly stopped just because she had spent the night in the arms of one of the most dangerous vampires in modern history.

<First>, she thought to herself as her rational side-the one that had abandoned her last night--suddenly came back to her, she was pretty sure that returning to Spike wasn't even an option.  After all, nothing he had said or done indicated that anything that had happened between them was anything other than a one-time thing.  He was lonely and needed someone to touch him; she had been in the same space.  They had filled the other's void and now things could go on as normal.  If she was lucky, that is. She had seen the way that Parker had treated Buffy after their one-night stand.  Hopefully their year-long friendship meant that Spike would treat her with some semblance of respect, and they could go on as friends.

That was the best case scenario, she realized.  After all, chip or no chip, Spike was evil and might have other, less savory, reasons for seducing her.  He might have been playing with her for quite some time, either out of a need for some indiscriminate mischief, or as part of a larger plan to get back at the Slayer for his increasingly long line of defeats-she'd been used more than once in that capacity.

Unfortunately, she had only three things to go on-his past behavior, what he had said to her, and what he had done.  His past-long and violent as it was-argued against any sort of happy resolution.  Of course, if she really wanted to, she could make an argument that his past was not as bad as it appeared at first glance.  After all, he had done nothing even remotely suspicious in months and it wasn't as though he was incapable of treating a woman well.  It was obvious that he had been willing to go to the ends of the Earth for Dru, fulfill even her slightest whim.  But, once again, he had been in love with Druscilla.

As far as what he had told her, there was little to go on.  That he missed touching and being touched, that she was beautiful.  They had done little talking, especially last night.  The only things that he had really revealed to her was his absolute assurance that she could not resist him and that he could please her in ways she'd only read about.  He'd been right on both accounts.

But as to what he did, that was the part that left her the most confused. She had some idea how vampire sex worked.  It was violent, kinky, and dangerous.  Unless one included Angel, that was.  While Buffy hadn't exactly given her a blow-by-blow account of the night she and Angel had shared, Willow had always gotten the impression that he had been slow, gentle, and quietly passionate with her friend.

So what did that say about Spike?  Their first coupling had definitely been dangerous and even a bit violent-the memory of the feel of Spike's body pinning her to the table as he forced her to take his fingers, it created a warm flush down her body.  Still, she had gotten the feeling that even then, he had been maintaining control over his more brutal tendencies.  And then there was the second and third time.  They were every bit as gentle as she knew Angel to be, but Spike had no soul.  She couldn't figure it out.  Why had he switched gears, held back like that? It wasn't like she was some delicate flower-and she hadn't expressed any objections over his treatment of her in their first coupling.

And yet he had suddenly become gentle and teasing where before he had been passionate and demanding. <Except.> she reminded herself, <except that when he was being sweet and going slow, he still needed to control me>. His touch had been tender, but his words, his very presence had been dominant.  He had tied her down and she wasn't even allowed to come without his permission. <Not that that was of the bad,> she admitted to herself.  She was adult enough to recognize her reaction to the tone of his voice and the sight of the belt.

It was obvious that he was just like other vampires in this respect, but he had held back.  It wasn't like the books described, only a pale imitation.  What was wrong with him?

<Or maybe it wasn't him.>  Maybe the reason he changed had to do with her. It was pretty obvious the first time that he had really wanted her-she'd never been with anyone that passionate before.  But maybe she hadn't responded enough in kind.  <Maybe I wasn't good enough> she accused herself.  <It's not like I'm experience-girl or anything.>   That might explain Spike's behavior.  He was disappointed but still wanted to show her a good time.  <He figured that, even if I couldn't satisfy him, he could still make me feel good.>  As depressing as that thought was, at least it meant that he did care about her.  So maybe they were still friends. Willow clung to that small hope.

But how to save what little dignity she had left?  If she had disappointed him, at least it seemed obvious that he felt some concern for her feelings- it was not that he was above openly mocking someone for being bad in bed- so his failure to do so meant that he had no desire to humiliate her.  Nor would he tell her friends what had happened, not if he wanted to stay on the less-sharp side of Mr. Pointy.  No, only he and she would know what they had done last night.  And she could be brave, she could face him again.

If she had to.

Which, of course, she did.  After all, he was practically a member of the Scooby Gang as much as he might hate the very thought.  He'd been helping them for months, and she was sure their slip last night wasn't going to change that.  No, eventually he'd show up at the magic shop and she'd have to pretend that they hadn't had the best sex of her life and that she didn't want it to happen again.  She wasn't a kid anymore.  She had faced down demons, giant snakes, gods, and even frat boys.  <I can do this> she told herself.

<I hope.>

~Part: 10~

Spike managed to arrive at Willow's dorm only mildly crispy.  Now he stood in front of the door to Red's room, trying to figure out what exactly he was going to say to her.  <Pardon me, luv, but you're one hell of shag, and I was thinkin'.>   That'd go over in a way that wouldn't.

Fucking Christ!  He was even starting to *think* like the damned Scoobies.

Well, one thing was certain-he wasn't getting her back by standing here looking at her door.  He knocked.  Nothing.  A little harder this time, using his sensitive hearing to try to pick up any movement on the other side of the portal.  After all, if she'd run away, then she probably wasn't exactly just waiting for him to come for a little visit.  Still there was no response and no indication that she was there.  After a quick look behind him for witnesses, he gave the knob a sharp twist and opened the door.  Cautiously, he reached out, and his hand slipped through the door frame easily.

He frowned.  <This really takes the bleeding biscuit!> he fumed.  She'd never done her little invitation-revoking spell  Which meant that she wasn't worried about a repeat of the night he'd found himself chip- neutered.  Time for that later.  He stepped into the room and shut the door behind him.  And was immediately hit with the smells that permeated the room.

The aroma of his witch--musk and vanilla, her sweat and her sex--called to him from one side.  From the other, not even the vast array of perfumes lining her dresser could cover the sickening stench of the Slayer. Careful not to cause himself further sun damage, he opened a window and let the breeze carry away the stink of Slutty.  Crossing to the witch's side of the room, he noticed that her housekeeping had slipped since moving out of her parents' house.  Not that it was a mess--it just wasn't *perfect.*  He grinned just a bit.  Maybe she was no longer as meticulous in other areas of her life.

As he passed the bed, he picked up a sweater draped over its corner and brought it to his face, inhaling her.  Mmrrrhhmm.  He sat down to think-- if she wasn't here, then where had she gone?  Not to the magic shop, of that he was sure, not with their mixed juices still clinging to her thighs.  Luckily, Oz and Angel weren't around, but even an ordinary human was probably capable of sensing that Red hadn't spent the night alone. No, now that he was taking a moment to think he realized that she wouldn't even have come here where she might run into her best friend.  She went somewhere to be alone.

And where could Willow be so alone as at her parents' house?  <Bugger!> He threw the sweater away to one side and was half-way to the door when.

Bup-buh-duh-bup-bup.

A little musical chime rang out in the room.  Glancing over at her desk, he saw the cause-she must have her computer set up to download mail routinely, now that she had Ethernet access, and it had done just that. If he had been human, he might have kept going out the door, but having a liberal dose of curiosity and no conscience to keep it in check, he went over to see just who was sending his lover email.

Most of it was crap from her school-assignments from instructors, invitations to the keggers he knew she rarely went to, notices about various deadlines.

But as he skimmed down the list of authors and subjects, his eyes stopped on three bunched closely together.  He moved the mouse down to click on the first one.

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

From: Cordy@AngelInvestigations.com
Sent: 9:04 am
To: WillBeWitched@ucsunnydale.edu
Subject: Are you kidding me?

Will,

Okay, so I said you should take a few chances in your life, not with your life. What are you thinking spending so much time with the Bleached Wonder?  I mean, okay, cute ass and the accent, beyond dreamy, but frankly, if that's what you're looking for, I've got a former Watcher sitting six feet across the room from me who could give you both of those, without all the maiming and mayhem-and he's at least got a job!

I respect a girl's right to crush on anyone she wants (and don't waste my time with that just-a-friend-crap, because a soul-less vampire is not great friend material).  I just don't want to find out that my friend got eaten by a demon because some little circuit in his brain fried.  After all, you're technology girl, right?  You know how untrustworthy these stupid machines are, let alone some kind of experimental government thingamajig.

Be careful, girlfriend!  Keep pepper-spray and a cross with you at all times, and call me if things getting weird-cause I'll want all the details.  ;)

Cordy

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

<Bleeding hell!>  She had told the cheerleader, his sodding poof of a sire's right-hand girl, about their time together in the last few weeks? At least Red hadn't had time to answer her email today: otherwise he had no doubt that Angelus would already be on his way here to dust his sorry ass.  Granted, she'd probably keep what happened last night to herself, but somehow he didn't feel all that safe especially considering who the next email was from.

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

From: Angel@AngelInvestigations.com
Sent: 3:04 am
To: WillBeWitched@ucsunnydale.edu
Subject: Tara

Willow,

I went over to the University to check in on Tara, like you asked. It was hard to find out how she was, considering that I couldn’t talk to her, but she seemed okay.  Sad, but I think she’s getting settled.

     I know I keep asking, but I can’t really help it.  Are you okay?  The invitation still stands to come down here for a break, I’ve got lots of rooms and plenty of experience with broken hearts, both of which are yours if you need them.  I wish there was more I could do.

     You’ve helped me a lot over the last two years to try to get over Buffy.  I don’t know what I would have done some days if I  wasn’t able to look forward to your next email.  I’m just sorry that you find yourself suffering in the same way.  I hoped never to have to help you in this way.  I wish I could just take the pain away.

     And considering everything you’re going through, it’s amazing that you’ve been willing or able to keep tabs on Spike for me. I know the chip isn’t a soul—that he can’t ever be sorry for all the things he’s done, but as long as he can’t hurt anyone now, as long as he’s working with you all, well, it doesn’t exactly make me happy, but it reduces the evil that Angelus visited on the world.  And I’m glad he’s finally got a friend, someone to look after him, because I was always pretty lousy at doing that.  Worse than that, in fact.  I, Angelus, we drove a wedge between him and Dru, not just this last time, but for their entire relationship.  I sometimes think it’s why fate did what it did to Buffy and I.  I kept them from being happy together and now I can never be with the woman I love. Sometimes we get what we deserve.  But he never deserved any of it.  I took him against his will and made him more vicious than any vampire I ever sired by depriving him of the one thing that made him happy.  And what I did to Dru—it’s beyond human imagining.  Spike will never forgive me and Dru is too insane to even understand what I’d need forgiveness for.  It’s good to know that he has someone to talk to. It makes me feel a little better to know that he’s fighting on the right side, even if it’s not what he wants.

     But keep yourself safe.  Remember that, chip or not, he is a demon. If you pick up even a hint of danger from him, run! He needs you and would probably never hurt you even if something did happen to his chip-— his loyalty is one of his strongest suits, but all vampires are unpredictable.  Let me know if he needs money or you need help.  I’m also here for you, I hope you know that.

Love,
A.

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

     Spike sat back in the chair, his eyes pinned, unseeing, to the wall above Willow’s computer.  “Where the hell does he get off?” he demanded of no one.  <How dare he feel sorry now for what he’s done to his childer, why not any of those nights he took Dru into his bedroom to make her shriek in pain and ecstasy just because he knew I had to listen.>  Still some small part of him warmed to his sire’s words—not the ones that spoke of Angelus’ repentance, but the acknowledgment that his childe would not hurt Willow.  The loyalty that had always been seen as a weakness before was now worthy of some measure of Angel’s trust.  It was like his father had finally seen the man he really was.

     “Sod it!” he cursed.  If he kept this up, he was in danger of turning into a greater poof than Nancy-boy, even.  <To hell with that,> he thought, leaning forward and clicking the mouse button once more.

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

From: BlueBomber35@mit.edu
Sent: 10:22 pm
To: WillBeWitched@ucsunnydale.edu
Subject: Schematics

Bewitching Willow:

     After looking over those files you sent me, I’m 99% sure that you’re right: removal is a bad idea in light of what we don’t know about the stupid thing.  But in thinking about what you originally described, the first thing that struck me was that this gadget must have a power source and it must be attached.  So, I figured, if we could find way to disconnect the juice, that would keep it from doing its job.

     Of course, there’s always the problem of the synapses—we don’t know how the brain itself might have adapted.  But either they’ve grown around it, or are working through it and in either case, cutting the power shouldn’t have too much of an effect—it should still conduct electricity even if it’s switched off.

     So anyway, I identified the power source from the schematics you got from the lab and I’m pretty sure I know how to disconnect it-—any decent surgeon should be able to do it as long as he knows where it is.  I’ve attached diagrams and directions to this message.  Let me know how things work out.  And you owe me a night out the next time I come home for the holidays, K?

     Sam

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

     Spike looked at the screen in shock.  She couldn’t actually be thinking about it, could she?  Trying to get rid of the chip in his head? Why?  What could she possible gain from turning him back into the vampire he had once been?  <Is she out of her flipping mind?> He began to scan back through her mail and found out she had been corresponding with people at several prominent universities for months to solve his little problem.

     Equally interesting were the other messages, the ones from what he now knew from his work with the lot down at the magic shop, and his hours of looking over Red’s shoulder while she worked, as the Organization of Occult Researchers, a distinctly unoriginal name.  In one subfolder, he found over two hundred messages from Willow and various members of the group as she sought information to fill in the blanks in her memory about a spell she’d cast more than two years ago—the one that had restored Angel’s soul.

     But Angel had his soul and seemed content to live his sad little celibate existence.  So why was she still researching this?  <You’re standing three miles east of the Hellmouth and you want to know why Red’s preparing for a worst-case scenario?> he reminded himself.  <She’s nothing if not be-prepared girl, so of course she has a fallback plan to cover Angel and Buffy if they go back into heat again>.  He thought back to his words to the Slayer last winter, when he told her that Angel had said that she “wasn’t worth a second go.”  But that had been utter crap from beginning to end—the truth was that Angelus had nothing but praise for her; it was his souled self that hadn’t performed well in his opinion. After all, he had told Spike and Dru, the Slayer could walk the next day. So yeah, it wasn’t like they both didn’t want to spend another night shagging each other’s brains out.

     So Willow was preparing for the next apocalypse, so what?

     So there was no reason to assume that Willow’s spell would only work on Angel, just because he had been its first recipient.  <She wouldn’t!> he was aghast.  <Soul-having Spike?!?>  “Not bloody likely, sweets!”  He checked her hard drive for documents, anything that might tell him what her intentions were.

     And found what he was looking for.  There among her research notes:

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

August 23rd

Carpenter finally sent the alternate wording that he thinks should work, but I don’t know and I can’t really try it out unless I can get some other vamp to hold still while I guinea pig him.  Of course, I could use a hold spell but I can’t be sure how that might interact with the soul curse. Maybe I can get someone to help me capture one.  Not sure what I can say, like “Buffy, can you not stake this one?  I’ve got something I want to try.”  One thing to dust them, but not sure about the ethics of demon experimenting.  That’s what the Initiative was doing, what they did to Spike.  Left him to starve slowly.  But maybe that’s what I’m planning too.  I mean, I know I’m trying to make things better for him, but what if I make them worse?  Angel manages to cope with aftereffects, but I know from our letters how tortured he is by what he did. Am I right to wish that on someone else, especially a friend?

Got to remember to go over Carpenter’s translation really carefully.  I’m not going to risk screwing this one up.

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

       <Sod ethics!> he thought to himself in anger, <it’s just not right to force a soul on a bloke who’s perfectly happy the way he is…well, except for the chip.>    Why couldn’t she just focus on that one?  Why did she seem to want to do both?  It didn’t make any damned sense.  After all, if he had a soul, he’d be like Angel and not want to hurt the little happy meals.  So why take the chip out?  What was going on in the girl’s head? <Humans!>

     Well, while she might waste time debating vampire experimentation, he was not about to sit around when he could be doing something to put his world right again.  Quickly, he printed out all the files he could find on the chip and stuffed them in a pocket of his coat.

     As he stood up to leave, he realized that his feelings for Red were now a conflicting, but comfortingly familiar jumble of anger, confusion, and lust.  He took a deep breath, filling his lungs and then expelling it all out.  <Now this is right and true,> he thought, his face breaking out in a huge grin. He walked to the door and opened it, then turned around to take one last look at the bed where he’d first tried to sink his teeth into the delicious witch.  “Ain’t love grand,” he concluded to the empty room and shut the door on his way out to a much more promising future.

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