Please see part 1 for disclaimer, etc.

**********

Willow gasped as a cool hand clamped itself over her
mouth.  "Don't say a word," Spike ordered.  He dragged
her backwards, further into the poorly lit stacks of
Sunnydale U's library.  He spun her around to face him
and kissed her fiercely, his tongue demanding entrance
into her warm, wet mouth.  He pushed her back against
the wall and kissed her again as his hands began to
drag her skirt up around her waist.  "Good girl,"
Spike whispered against her lips when he found her
wearing no underwear.  Willow moaned softly as Spike's
talented fingers rubbed her clit.  He thrust two
fingers into her, fucking her with his hand as his
other hand unfastened his jeans.  He pulled out his
cock and pumped it in his fist for a moment before
lifting the redhead off the floor.  Willow wrapped her
legs around Spike's hips as he sank into her tight
heat.  Spike growled softly, his lips capturing hers
as she struggled to keep quiet.  Willow moaned into
his mouth as Spike fucked her fast and hard.  He
nuzzled at the collar of her shirt, pushing it out of
the way as his fangs emerged.  Spike thrust into her
one last time as his fangs broke the skin.  He drank
deeply, lost in the exquisite taste of the redhead.
Willow's orgasm followed his, her head thrown back in
a silent scream as Spike's cold dead seed filled her.
 

Willow slumped against the wall as Spike released her.
 He lapped at the bite mark before kneeling between
her legs, eager to taste himself on her.  She had been
surprised the first time he did it, but seemed to
enjoy it once she'd gotten over her shock.  For Spike,
it was almost reassuring.  At times, he loved the
clean fresh taste of her when she just emerged from
the shower.  But there was something utterly primal
about the taste of sex, of their combined release.
Something that usually resulted in a repeat of the
previous act.

Unfortunately, Spike heard someone approaching and was
forced to interrupt their encounter, at least
temporarily.  He stood and readjusted the redhead's
skirt.  As the student passed by, all he saw was a
couple deeply engrossed in reading the spine of a book
at the end of the aisle.

"As much fun as this was," Spike whispered, "perhaps
we'd better get back home.  I don't like being
interrupted."  Willow nodded silently, her heart
skipping a beat at Spike's referral to her parents'
house as 'home.'  She followed him wordlessly as the
blonde made his way through the library and out into
Sunnydale's dark streets.

As they walked, Spike found himself staring at the
redhead.  They had only been together for a couple of
weeks, but it seemed like forever.  The fleeting
obsession he'd had for the slayer was gone, replaced
by a growing obsession with the redhead.  At first,
the relationship had been about pain, about blood, and
about sex.  But Spike soon found himself wanting,
needing more than that.  He wanted the redhead to look
at him with love, not just lust in her eyes.  He had
thought if he gave up asking for money, that things
would change.  She had been surprised, but other than
that things had been no different.  It was still just
about pain, blood and sex.  Not that Spike minded
those aspects, but he wanted more than that from her.
He loved the rough sex, the secretive fucks in
alleyways and dark corners.  But he wanted to hold
her, to make slow passionate love to her, to take her
beyond any experience she'd ever had.  But Spike was
afraid that if he took away the pain, she would leave
him for someone who would give it to her.  And Spike
wasn't prepared to give her up.  Instead, he would
keep things the way they were, waiting and hoping for
more.

Willow was disturbed by Spike's silence.  Silence from
Spike generally meant he was thinking about something,
and Willow still wasn't sure if that was the kind of
thing she should be worried about.  The last time
she'd been faced with such a silence, Spike had
announced that he didn't need her to pay him anymore.
She hadn't known what to think of it at the time, but
in hindsight it didn't seem to matter.  Nothing about
their situation had changed.  Willow wasn't sure if
that was a good thing or a bad thing either.  She
liked the rough sex, and she needed and wanted the
deep claiming bites he left on her.  But there were
times when she wanted more than that.  She wanted to
be held, to be cherished, to be loved.  It was
ridiculous, she knew.  Spike was a vampire, and
vampires didn't care about humans.  They fed from
them, occasionally fucked them, and sometimes tortured
them.  But they didn't care.  Sometimes, as the desire
for Spike to love her drifted through the redhead's
troubled mind, she could still hear the echoing
laughter in her head as she had professed her desires
to another vampire.  So instead, she kept silent,
allowing Spike to take anything and everything he
wanted from her.  He fulfilled her needs, and for now,
that would have to be enough.

The pair continued in silence until they reached
Willow's house.  She unlocked the door, and Spike
followed her inside.  He had practically moved in with
her more than week ago, reluctant to leave her bed.
And Willow had been happy to have him, enjoying the
feel of his cool arms wrapped possessively around her
each morning as she awoke.

As Willow made her way into the kitchen for a soda and
blood for Spike, the vampire noticed the message light
on her answering machine blinking.  He pressed the
button and waited, expecting to hear the slayer on the
recording.  Instead, Spike heard the familiar sound of
his sire's voice.

"Willow, are you there?  I didn't want to leave a
message, but I haven't been able to get in touch with
you for the past couple of days."  The voice on the
recording paused, and Willow stepped cautiously into
the living room.  Her eyes were on Spike, who
continued to stare at the machine in disbelief.  "I
wanted to know if you were okay.  You were pretty
upset the last time you called me.  I hope you're
okay.  You haven't said anything about needing money,
so I hope you're alright.  I went ahead and made a
deposit anyway, in case you need it for anything.
Please let me know how you're doing.  I'm so sorry."

Spike whirled on the redhead angrily.  "What the hell
is going on?" he growled.  Willow backed away from
him, suddenly frightened of the murderous look in her
lover's eyes.  Spike advanced on her until her back
was against the wall.  "I want to know why my sire is
calling to check up on you," he hissed.

"Because he's the one who made me into this," she said
softly.

"Bloody hell," Spike roared.  Willow cowered before
him.  "Is there not a woman on this planet my bloody
sire hasn't gotten to first?"  He shoved Willow
against the wall, ignoring the pain in his head.
"Tell me something, Red, is he the one you're thinking
about when you're with me?"  Willow tried to speak,
but her voice died in her throat.  "Answer me!" Spike
shouted.

"No," Willow whispered.  "It's you, only you."

Spike released the redhead and she tumbled to the
floor.  Her body trembled as sobs wracked her body.
In her mind, she could hear Angelus taunting her,
telling her that he could never care for her.  She
could hear his mocking voice, laughing at her foolish
thoughts that she could ever be anything more than a
fuck and an easy snack.  That had been the real
driving force behind her interest in restoring the
dark vampire's soul.  That and the realization that
the extension on life bought by her body and blood was
quickly running out.

"I want to know everything that happened," Spike said
tightly, his back to her.  He was furious to find out
that his sire had the redhead first.  He'd been blind
to think the sweet innocent redhead would have
developed a fetish for vampire bites by chance.  He'd
been a fool to think he was giving her anything she
hadn't had before.

"Spike, I'm sorry," Willow began, but he cut her off.

"Don't fucking say that!" he yelled.  He bit the
inside of his cheek in an attempt to contain his rage.
 "Just tell me everything."

In a halting voice, Willow recounted her whole sordid
affair with Angelus.  She told Spike about the
secretive and violent encounters with the dark
vampire.  She told him about Angelus' death threats
and taunts.  She described the way Angel had
categorically refused to fulfill the needs his evil
counterpart had cultivated, how the souled vampire had
instead encouraged the redhead to sate her desires
however she could.  How he had sent her money to pay
for her visits to the various dens she visited.

"The bastard actually encouraged you to visit those
filthy creatures?" Spike asked softly.  It didn't
surprise him that his sire would deny fulfilling the
redhead's needs in order to keep himself from
temptation, but even Angelus knew the dangers of an
arrangement like the one Willow had before Spike.

"Not exactly.  He preferred not to know what I was
doing to get what I needed.  I told him I had
something I thought would work, and he sent the money.
 That's all."

Spike shook his head angrily.  "Tell me something,
Red, that night in your bedroom.  Was it all just a
big setup?  Was I part of your fucking plan?"

"No," Willow said quickly.  "I never intended for you
to get involved.  It just happened."

Spike was quiet for a moment.  "Why didn't you tell
me?"

"I don't know.  At first, I didn't want to tell you
because I was afraid you would call off the deal."

"And now?"

"Now.  I, I don't know."

Silence filled the room.  Spike chuckled softly.
"He's always there, one step ahead of me.  Even when
he's got his bloody soul back, there is nothing that
is mine!"  His eyes flashed yellow as he glared at the
redhead.  "You belong to my fucking sire!"

Something in Willow's mind snapped.  "I don't belong
to anyone," she hissed.  "I might have belonged to
Angelus at one point, but that ended when I gave him
back his soul.  Angel might have had some claim to me,
but he's too busy being ashamed of me to give a damn."

"What about me?" Spike demanded as the redhead stood
finally.

"You don't want me.  Remember?  Angelus had me first."
 Willow brushed past the blonde and started towards
the stairs.  She was caught from behind by the vampire
and shoved up against the wall.

"Do you have any idea what it's like living in that
bastard's shadow?" he growled.  "I spent over a
century with Dru.  More than a hundred fucking years!
And she threw me away like garbage as soon as that
bastard showed up again.  Here I thought I was giving
you something special.  I thought I was expanding your
horizons, taking you to new heights and all that
bullshit.  Hell, I probably couldn't dream up anything
that would surprise one of Angelus' castoffs."

Tears burned the redhead's eyes.  "Fuck you, Spike,"
she said, shoving the vampire.  She continued up the
stairs before stopping at the top and turning back to
the blonde vampire.  "You know what you could have
given me that Angelus never could?" she asked.  Spike
stared at her angrily.  "You could have given a damn
about me.  You could have loved me."  Willow ran to
her room, slamming the door behind her.  She didn't
bother to lock it, knowing that Spike could and
probably would break it down.  But at least slamming
it gave her some small measure of satisfaction.

Spike stood at the foot of the stairs for several
minutes, his mind overwhelmed with new facts.  A part
of him wanted to forget that she'd been with Angelus,
to continue as if everything was just the same.  But
he knew he couldn't do that now.  He'd spent too long
being second to his sire, being just one step below
and behind the dark vampire.  He should just walk
away, forget about the redhead and her sweet blood,
her tight, hot body.  Spike growled softly.  He knew
he couldn't do that.  But he also realized that he had
to know exactly where he stood.  Spike had no
intentions of being left in the cold if Angelus came
back or Angel decided he wanted Willow after all.

He made his way up the stairs silently and opened the
door.  Willow lay on the bed sobbing into her pillow.
The pillow that Spike used, the one she always
complained about smelling of cigarettes.

"Do you love him?" Spike asked softly.  "Either
version?"

Willow's head shot up in surprise.  She hadn't heard
him come in.  "What difference does it make?" she
asked.

Spike was on the bed in an instant, gripping her jaw
tightly in his hand.  "It makes a difference.  Just
answer the fucking question."

"I did.  At least, I thought I did.  Angelus, I mean.
Angel was nice, but he was always Buffy's before.
Then he was too busy being disgusted with me.  It's
hard to care about someone who can barely stand the
sight of you," she said angrily.

"Would you take him back?" Spike asked.

Willow laughed and pulled away from the blonde.  "If
he could be bothered to waste his time with me, you
mean?  No, I wouldn't take Angelus back.  If I even
lived long enough to have the choice."

"You think he'd kill you?"

Willow laughed again.  "He was already planning my
death before I gave him the soul back.  I'm pretty
sure returning the soul has moved me to the top of his
people-I-want-to-brutally-kill list."

Spike was surprised by the redhead's cold, but
probably accurate, estimation of his sire.  "He didn't
care about you about all?" he asked.

"You say that like it surprises you.  As if I could
ever be anything more than a plaything, a passing
fancy.  Hell, I'd be surprised if I wasn't just a pawn
in some elaborate plan of his to get at Buffy.  No,
Spike, he never cared for me.  If I remember
correctly, I think his exact words were 'do you really
think a vampire could care about a pathetic little
human like you."

She was right, Spike knew.  Angelus had barely looked
after his own childer.  He wouldn't have had time to
care for a human, if he was even capable of it.  But
ironically, that was part of what made Spike so angry.
 Angelus had made the chit completely dependent on
him, on the pain and pleasure of a vampire's bite, and
then abandoned her.  Spike also suspected that the
redhead's assessment of his sire's ulterior motives
was largely true.  It was likely that Angelus had
planned to either drive the redhead insane with
needing him until she was ready to accept any terms to
fulfill her needs, at which point Angelus would have
probably killed her or turned her, or he was planning
to use her against the slayer in some capacity.  It
was exactly the kind of manipulation at which Angelus
excelled.  But the bigger problem was that Angelus had
managed to convince the redhead that she would never
be able to get what she wanted and still have someone
love her at the same time.  "Angelus was wrong," Spike
said softly.  "Just because he wasn't capable of
caring doesn't mean all vampires are."

"I know," Willow said softly.  "You love Dru."

"I loved Dru."  Spike said simply.  He sat down on the
bed and was silent for a moment.  "You should have
told me," he said.

"I'm sorry.  I was so afraid at first, afraid that
you'd call the deal off if you knew.  And I needed it
so desperately.  You saw how I was that night."

"Why didn't you tell me later?"  Spike asked as he
glanced around the room.  "Did he sleep here?  Did he
fuck you in this bed?" he asked, his voice filled with
hurt and anger.

"He never slept here.  He was never interested in my
company, just fucking and biting."

Spike clenched his jaw.  "Tomorrow, you take whatever
money my sire gave you and you buy a new mattress, a
new bed.  I won't sleep in the same bed my sire fucked
you in anymore."

His words stung, but at the same time Willow felt an
incredible sense of relief.  He wasn't going to leave
her.  He still wanted to share a bed with her.  "First
thing in the morning," she promised.  "Are you staying
here tonight?" she asked hopefully.

Spike shook his head.  "I can't be here tonight.  I'll
be back tomorrow night, but I need some time to think.
 I need to kill something."  Spike stood and grabbed
an unopened pack of cigarettes off the dresser as he
headed out into the night.

Willow watched him go quietly.  She wondered for a
moment if she had ruined any chance of having Spike
care about her.  But there was nothing she could do
about it now, no way to change the past.  Willow
glanced at the bed on which she sat, suddenly
disgusted at herself.  She ran downstairs to the
kitchen and took a knife, the same one she'd used on
herself once.  Returning to her bedroom, Willow cut
into the mattress.  She screamed and stabbed at the
bedding, taking out all of her frustrations.  Damn
Angelus for doing this to her!  Damn Angel for hating
what he had made her!  Damn them both for ruining what
little hope she had with Spike!  When the mattress was
satisfactorily destroyed, Willow pulled Spike's pillow
off the bed and curled up on the floor with it.  She
breathed in the scent that was uniquely him and
drifted off to sleep.

Spike wandered through the cemetery.  He had dusted a
few rising vamps and beaten up a demon who had looked
at him the wrong way.  But it hadn't helped.  And when
violence didn't help, Spike turned to the next cure
all.  He pulled up a stool at Willy's bar and asked
for a bottle, then another.  But no amount of alcohol
would erase the image of his redheaded witch, his
sire's fangs in her throat as she writhed beneath him.
 It didn't matter that Spike had never seen it happen.
 He'd seen Angelus in action often enough to know what
it would look like.  It wasn't that the chit wasn't a
virgin.  Spike had known that before he'd ever gotten
into this bloody mess.  It was that she'd been with
Angelus.  Spike just couldn't seem to shake that
notion, no matter what he tried.

A few hours before dawn, Spike stumbled back to the
redhead's house.  He hadn't meant to end up there, but
a couple of weeks of waking up with her warm naked
body pressed against him had spoiled the blonde
vampire.  Spike knew he didn't want to go back to the
crypt, didn't want to wake up alone again.  As he
leapt to her balcony, he was surprised to see the
carnage that had taken place.  He panicked for a
moment as he stepped inside, and then he saw her.
Curled up in a ball on the floor, Willow lay gripping
his pillow as if it were life itself.  The knife lay
on the floor beside her, bits of fuzz still clinging
to it from the mattress.  "Bloody hell, luv," Spike
murmured.  He checked the drapes to make sure the room
would remain free of sunshine before lying beside the
redhead on the floor.  She instinctively snuggled up
to him, murmuring his name in her sleep.  "Bloody
hell, Red," Spike murmured softly.  "Why'd it have to
be my sire?"

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