Freaking Out

Author: Dark Lycoris

E-mail: darklycoris@sbcglobal.net

Rating: NC-17

Summary: What happens when you sneak a look into someone else life
without them knowing?

Disclaimer: I am in no way affiliated with `Buffy the Vampire Slayer'
or `Angel'. The show and characters belong to Joss Whedon. The song
belongs to Dr. Hook.

Spoilers: None really

Feedback: Yes please!

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Willow saw it sitting there on the arm of the couch. She had seen him with it a hundred times, mostly when he wanted to ignore Buffy and Xander and their jabs about his impotence. Willow found herself wondering what could be in the CD player that made all of their taunting just fade away. She tried not to think about, but she was just so curious. He rarely let it out of his sight, but tonight he had left on patrol with Buffy in such a hurry that he had left the CD player lying on the arm of the couch. It was probably because Buffy had been in such a rush to leave. She didn't want to be late for her date with Riley.

Willow tried to turn her attention back to the book in front of her, but it was hard to do. It was like the small, portable CD player was just calling to her. She wanted to know what it was that drowned out the unhappiness in his life so easily. She could use something that could do that in her own life right now. Her mind filled with the sight of Spike sitting in the chair, his head thrown back and his eyes closed, a soft smile on his face as he listened to the music. Willow loved to watch him in those private moments. He was so relaxed, and she wished she could see him like that more often. Willow always knew when he was listening to it because she could hear the soft rhythm of the bass.

She had thought about just asking him what he was listening to, but she knew he wouldn't tell her. She longed to have him confide in her, but she knew he never would have the feelings for her like she did for him. So as she sat there alone with the CD player she knew she just had to do it. She had to know how something so simple could make him smile like he didn't have a care in the world. She also knew that if she was going to do it she needed to do it now. He should be back from patrol soon. And since Giles had to leave the apartment to meet a friend she had the place to herself. She could do it now and no one would ever even have to know. Before she knew it, she had the CD player settled in her lap and the headphones on her head.

Willow pushed play and the old rock `n roll started to play in her ears. She had never heard the music before. As the lyrics began to play, Willow felt a something odd come over her. She had never listened to music like this before.

`Well there's gonna be a freaker's ball
Tonight at the Freaker's Hall
And you know you're invited one and all
Uh oh'

So far it wasn't too bad. It had a nice rhythm to it. It wasn't until the next verse started that she began to have some reservations.

`Come on babies grease your lips
Grab your hats and swing your hips
And don't forget to bring your whips
We're going to the freaker's ball

Blow your whistle, and bang your gong
Roll up something to take along
It feels so good, it must be wrong
We're freakin' at the freaker's ball'

Willow felt a blush spread across her face. She hadn't expected this kind of song, but something about it didn't surprise her. She knew that he was a demon, and what did she expect a demon would like to hear but maybe something like this?

`Well all the fags and the dykes they're
boogie-in' together
The leather freaks are dressed in all kinds of leather
The greatest of the sadists and the masochists too
Screaming please hit me and I'll hit you

The FBI is dancin' with the junkies
All the straights, swingin' with the funkies
Across the floor and up the wall
We're freakin' at the freaker's ball, y'all
We're freakin' at the freaker's ball'

Willow was so engrossed in the song that she never heard the front door of Giles' apartment open and close.

~~~*~~~

As Spike walked into the apartment he could hear his music playing. He knew that the witch was in the apartment alone, so that could only mean one thing. Once he laid eyes on her he knew that she was listening to his music. At first he was angry with her for not respecting his space or his things. He could hear her heart pounding in her chest and had to smile. It kinda reminded him of a child sneaking their first porn magazine. He almost laughed out loud. She was trying to pry into his personal life and got the surprise of hers. He wondered what she thought he had been listening to. Had she thought that she would catch him listening to Mozart or something like that? He hoped that she knew him better than that. He wasn't, after all, the Poof. He was his own vampire. After everything he had been through in the last few years, he wanted something that reminded him of freedom since every piece of his had been striped away from him by the bloody chip in his head.

He walked over the couch and tapped Willow on the shoulder. How would she feel now that she had been caught touching his personal property?

As Willow listened to last notes of the song she felt someone tap her on her shoulder and just about jumped out of her skin. She spun around only to come face to face with Spike.

He wanted to dance a little circle around her shaking his finger at her and pointing out to her that she had been caught. Her eyes were wide with fear as she realized who it was that had walked in on her: none other then the owner of said CD player. How was she going to explain this?

Spike reached out and took the headphones off her head. "Did you like what you heard, luv?"

Willow just stood there for a moment starring at him. What was she going to say? `No, you gross pig. How could you listen to something like that?' If she did she already knew what he would say. `Demon here, luv. What did you think I would listen to?'

"Well, did you?" he asked again.

"Honestly?"

"No, lie to me luv."

Willow straightened her back and prepared to tell him what she really thought of the song. "Well, I think it was a very dirty song, but I also know that when the song was written it was the time of free love."

Spike couldn't hold back his laughter, even though he could tell that it was making Willow angry. She thought that he was laughing at her. And he was, in part. "Come on, luv. I thought you were the smart one. The song isn't about just what the lyrics say. They are about so much more then just words."

"Really," she said her tone slightly indigent. "Why don't you enlighten me then?"

"Okay," he said and grabbed her hand. He pulled her over to the couch. He sat down and pulled Willow down into his lap. He couldn't believe his luck. He had been looking for a reason to get close to his witch. He just would have never thought that it would an old Dr. Hook song that did it. He could hear her heart pounding in her chest. Did he dare hope that he affected her in the same way she affected him?

Willow didn't know what to think. She was sitting in Spike's lap about to partake in a conversation about dirty music. She wondered briefly if she should run. Then again she had always wanted to be with Spike, but she never thought that he would see her as more than the slayer's lap dog. She wanted him to see her as a woman. Someone who was worth touching, worth loving.

Spike slipped one of the earphones in her ear and the other in his and hit the play button. As the music started to play he spoke. "The words are just words. Just like the conversation that you have with one of your friends. It is the meaning of the words that you need to be listening to." Spike felt Willow snuggle closer to him after she relaxed. He had to bite back a groan as she wiggled in his lap.

When he started to talk again his voice was low and husky. "It is about freedom. It is about the freedom to be what you are, no holds barred. No one around to judge you for  taking
something you want or something that you need. See, when I got this chip in my head it caged my beast. And do you know what happens to a beast when it has been locked up for a long time?" He felt her turn her face toward his. He knew that if he looked at her he would get lost in those green eyes of hers so he just continued what he was saying without looking at her. "It gets angry and mean. It begins to feed off the rage within and that makes it crazy. I don't want that to happen to me. I don't want to be like Angel when he lost his soul. He was mad, driven by the rage within, and it almost consumed him."

Willow was touched by the honesty in his tone and found herself resting her head against his chest. She liked this new side of him and didn't want to do anything to disturb him. She wanted this moment to last forever.

"I have very few things that take the edge off my demon being caged. I mean, I get my violence in, but there is so much more to my demon's freedom then just blood and pain."

Willow lifted her head from its resting spot on his shoulder. "What do you mean?" she asked.

Spike tried not to, but he looked into her questioning green orbs and was lost. As if he had stood a chance. He knew he had been skating a very thin line just being this close to her. Before he even realized what he was doing he had leaned in to kiss her, but before doing so he whispered against her lips.

"Passion. For every ounce of violence that my demon demands, it craves twice as much passion." And he sealed his statement by brushing his lips gently against hers.

For one brief moment Willow felt her world stand still. For months she had been secretly in love with the blonde vampire and now she was in his lap with his arms around her and touching her lips to his. She knew this was her only chance to live out one of her wildest fantasies. As he started to pull away his words echoed in her head.

`No one around to judge you for  taking something you want or something that you need.'

Willow knew she was taking a chance, and she didn't care dealing with the consequences was something she would do later. She sifted her position slightly and wrapped her arms around his neck, pulling him closer. She opened her lips and he seized the opportunity to deepen the kiss.

Spike thought for one brief flash that he was dreaming. He had had this dream so often that sometimes he mistook it as reality. But then he smelled her arousal on the air and knew it couldn't be a dream. She never smelled as delicious in his dream as she did right now; never had she been so warm and willing in his dreams.

`White ones, black ones, yellow ones, red ones
Necrophiliacs looking for dead ones
The greatest of the sadists and the masochists too
Screaming please hit me and I'll hit you

Everybody fallin' in batches
Pyromaniacs strikin' matches
I'm gonna itch me where it scratches
Freakin' at the freaker's ball, y'all
We're freakin' at the freaker's ball'

Spike broke the kiss just long enough to lift Willow up and turn her so that she was sitting astride his lap, his legs parting hers as she helped him to settle her in his lap again. Her arms
wrapped around his shoulders as she kissed him with all the passion that she had been hiding from him and herself for the past few months. And he returned it with all the vigor that he held.

Their hands began to explore as their desire began to spin a web of desperation that shielded them from the world around them. Willow began to grind herself against the denim budge that was steadily increasing in size. Spike's hands found their way under her skirt to her hips, helping her with a rhythm that brought them both a little more pleasure.

Spike could feel her juices soaking into his pants as their petting increased and he moaned long and loud as she tipped her head to his neck and started a string of love bites against his pale skin. He never would have guessed that she would be so eager and welcoming.

Willow felt his cool hands slip under her skirt and run along the edge of her panties right before she felt a stinging pain as he ripped them off. His hands then ran over her bare ass cheeks, cupping them and driving her near insanity.

This wasn't fair. She wanted to touch his skin, kiss every inch as she grew to know his likes, but she also knew that she was not in a position where she could take her time. She was, after all, in Giles' apartment making out on his couch like some crazed teenager. The watcher could walk in at any moment and she didn't want anything to disturb her one brief shining moment. She would have to take this for what it was worth because when it was over it was over. There was no way that Spike wanted her for more than a one night stand. She knew she wasn't really his type, but she would take what she could get.

Her hands touched the muscles of his t-shirt clad chest and she found herself more turned on then she had ever been before as she felt them ripple under her touch. She jerked his shirt free from his pants and reached for his belt. She found the top of his button fly and began to undo it. She briefly wondered what had come over her, but then dismissed the thought as soon as she found the skin she was so desperately seeking.

Spike moaned as he felt her warm hands touch his cool cock. He felt like he was being burned by fire. He would have never have believed the words he was about to say until he heard his voice speaking them.

"Red," Willow reseated herself onto his lap and began to grind against him, her hands sliding up under his shirt. "Willow, stop!"

Willow looked up at him. She knew he had said something, but she was having a hard time thinking. "What?" she asked.

"Are you sure you want this?" he asked.

Willow smiled and reached for his hand. She pulled it around to the front of her. She sucked his finger into her mouth, sucking on it gently then released it with a soft pop. "More than anything. I want to help you free your demon's rage." She slid their fingers down between them and dipped them into her wet cunt. Then she pulled them back out and ran them over Spike's lips.

Spike groaned and opened his mouth to accept their fingers. He felt his cock twinge as he tasted her juices. She tasted better then anything he had tasted before. And this was his opportunity to have what he had wanted for months.

Willow let their wet fingers slip from his mouth. "Unless . . . you don't want me." Her gaze had dropped to their touching bodies.

Spike felt his insides quiver at the thought that he had hurt her. "Let me show you how much I want to you." And with that he flipped them over on the couch, pinning her beneath him. He attacked her neck with kisses and bites.

Willow pushed his jeans out of the way just enough to get the job done. She could feel the head of his throbbing cock butting against the opening of her weeping cunt. And with a swift upward motion she managed to slip a few inches of him inside of her.

As soon as he felt her heat start to envelope him he lost control and pushed himself home. He heard her whimper and paused, thinking that he might hurt her.

Willow had never been so full. She felt like she had finally found the place she belonged. The pain she felt from his entry was welcome and she wished for more. He was peppering kisses on her cheeks and forehead. Then he took her lips in a slow, smoldering kiss and she knew that she was ready for all he had. She rocked her hips against him. She didn't want to break the kiss.

Spike took her hint and started to move in and out of her. She was so warm and tight. He felt like he had finally come home. Her breathing was shallow and filled with moans and whimpers. Every sound she made was music to his ears, encouraging him to take her places she had never been. The only sounds in the apartment where the ones their bodies made as they rushed themselves to their peeks.

Willow could feel her body humming and tingling and the next thing she knew her world was spinning out of control. She could feel Spike's hand slip in between them and then she was lost as he twisted her clit.

"Spike," she cried as her orgasm crashed through her body. She arched her body up into his.

"Willow," he moaned when her muscles clamped down on him, setting off his release. His body felt heavy as he came down. He rested his head against her chest. Once they both had come back to their senses he wanted nothing more then to show her again how much he wanted her. Then he heard the watcher in the courtyard. He pulled away from her in a hurry.

"Get straightened up. The watcher is coming," he said as he pulled his pants back into place and put his cock away.

"What?" Willow asked, only aware of the fact that he pulled away from her like he had been burned.

"The watcher; he is talking to one of the neighbors and will be at the door in a second."

"Oh," was all she said as she stood and started to straighten her clothes.

The door swung open and Giles entered the apartment. He noticed the air in the room seemed tense. "Willow?"

"Hi Giles. Did you have a nice visit with your friend?" she asked as she started to pack up her things to get ready to go back to her dorm room.

"Yes. Is everything all right here?" Giles asked.

Spike seemed to look almost a little guilty about something, but since Willow seemed to be in one piece he didn't think anything major could have happened while he had been gone.

"Yeah, everything is fine." Willow answered with a sideways glance at Spike.

"Okay, then would you like me to give you a ride back to your dorm?" the watcher asked.

"No, I'll be fine," Willow said.

"Yeah watcher, I'll walk her back. And make sure she stays safe." His voice held a possessive edge that thankfully went unnoticed.

"Willow, are you sure you don't want me to drive you?" Giles asked.

"Yeah," she said as she slipped her coat on and moved to the door with Spike right behind her.

"Okay, I will see you both tomorrow night for research," Giles said as the door clicked closed behind him.

THE END!

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