Saving Grace

Author: Dark Lycoris

Rating: NC-17

Pairing: Willow and Spike

Summary: Challenge for Vampyre Haven. Angel asks Willow to come to L.A. for a spell and Spike ends up tagging along. And both Angel and Spike find they have feelings for the redheaded witch, but who will she choose?

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

Spoilers: Season seven for Buffy and season 4 for Angel.

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~Part: 1~

Willow hadn't been able to stop thinking of him. Ever since she had seen him in the basement he had not left her thoughts. There was something different about him. Besides the insanity. Something in his eyes that had driven her back to this spot.

Willow stood looking at the basement door of the school. She knew it was crazy. She knew what he had tried to do to Buffy last year. Still, something inside of her called out for him. Willow had to go back. She had to find him, had to try and help him.

Willow pulled on the door and it slid open, presenting her with the dark depths of the basement. She knew if she was going to back out it had to be now. If she walked into the darkness there would be no turning back. Willow took a step forward and a smile slipped onto her face. She wasn't backing out; her curiosity was too strong. Spike had touched her hand that day she and her friends had been unable to see each other, and Willow had felt something inside of her awaken at the touch. She knew that she had to find out what it was about him now that had drawn her to him.

This was the very thought that had kept her mind occupied while she had recovered from the skin eating demon. Willow had noticed that her friends were unsure of her. She had made them unable to see each other without even meaning to; that combined with her `Amazing Scary Willow' act last year led to nothing resembling hugs and puppies. These things concerned her friends; she could see it in their eyes when they looked at her. Those looks were one of the reasons she was doing what she was right now. Sometimes it hurt too much to be the same room with them when she knew she couldn't look them in the eyes . . . when there would be such deep disappointment in theirs.  Besides, she couldn't just leave Spike down here in this basement alone. Not when she now understood what it meant to kill. Now she felt like she could understand him better because she knew what it was like to take someone's life.

Besides, a few days after her return she had walked in on Anya and Xander talking about the spell that had made Willow invisible to her friends. Anya had been afraid that Willow would be able to do other spells without meaning to. And that meant that Willow was a danger to the rest of the gang's welfare. Buffy had walked in on the conversation. Xander had asked Buffy what she thought about Willow's magic. Buffy hadn't had the answer Willow thought she would have. Willow had watched as Buffy hung her head and shook her head and muttered `I don't know Xan. What if she does hurt one of us? She almost hurt Dawn, remember?' Willow had decided that it was time for her to go. And so she had moved back into her parents' house. With all this time alone, which led to Willow feeling like she had no one to turn to, she found herself thinking more and more about Spike. And in a moment of loneliness she had decided to help Spike.

Once Willow was in the basement, the sounds from the upper floors distorted through the thickness of the floor above her, she closed her eyes. She needed to concentrate if she was going to find him. She knew she couldn't just search the basement's winding pathways. She could waste days in here. It was large and she didn't know her way around.

He would know that she was down here. He would know that there was a human in his space. And with the state of his mind, he might hide from her. Willow raised her right hand, palm up. Closing her eyes she thought of his face: the sharp cheek bones and the blue eyes. These were things that could not be changed and would give her a point of focus. She began whispering soft words of a spell, a small golden ball of light started to glow in her palm. When Willow had finished the spell she lowered her hand and the glowing ball floated in the air.

"Find him," she said as she opened her eyes.

The golden ball drifted to the left and then to the right, before shooting straight ahead. Willow followed it as it drifted farther and farther into the darkness. Willow hadn't planned on using the spell when she had come in, but now she was glad that she did. She hadn't thought of the fact that the basement would be so dark that she wouldn't be able to find her way without a light source. She walked around a corner and found the ball floating in front of a door. Willow reached for the door knob. She was surprised when the handle turned with ease. She kept forgetting that this was a new school, especially since it was an exact replica of the school she had attended. As soon as the door opened the golden ball shot into the room. Willow stepped into the room and gasped. There he was on the floor. His eyes were closed and his hands automatically scratched at his chest. His insanity showed in the string of undistinguishable words he was muttering.

Willow stood still in shock. The gold glow of the ball cast an eerie light into the small dark room. She had never seen something so emotionally distressing. In the distorted light she could make out the discarded rat corpses on the ground. Her eyes drifted back to the vampire who now was sitting up. He had finally become aware of the fact that he was no longer alone.

As Willow watched him she saw his face register the fact that she was there. Willow wondered briefly if she had had that same look in her eyes the day she awoke to find she had crossed the line between good and evil. Had the things they'd done finally caught up to them? Was her abuse of magic just something that was meant to happen? She knew that she wasn't the same since she had taken Warren's life, but would what she had done drive her to the edge of sanity? Would she one day walk in the footprints of so many that had come before her? Would she come to look at the world with the same tainted view as Spike? As she stood looking at his half starved body she wondered if anything she did would make up for that one moment of sin? That thought alone drove her to kneel next to him on the floor.

"Spike . . ." She moved toward him. She needed to make things better for them both. Her hand brushed his and he screamed. A small startled gasp escaped her lips when he jerked away. His hands began clawing at his chest again.

"No, no, no touching. I hurt things. No, touching," he rambled.

Willow had not expected him to react to her like that. She wasn't used to dealing with this Spike. She was thinking of the old one: the Spike who had tried to kill her several different times. Something tremendous must have happened to Spike in order for this to be the result. Willow found herself searching his eyes for one sign, any sign, that the old Spike was in there . . . somewhere.

Instead of finding the sure and confident Spike, Willow stumbled onto something more when she dared to look deep into his eyes. There it was plain as day. His eyes were filled with guilt. Not just guilt that he thought he should feel for what happened between him and Buffy, but for his entire lifetime. There was enough guilt in those eyes to drown a man. Willow felt tears in her eyes as she came to the realization that what she saw in his eyes must have been what her friends has seen hers after Xander had stopped her from ending the world and she had to confront what she had done. Now she knew whatever had happened didn't matter. She had to help him and the first thing she would do was get him out of there. It was the hellmouth, after all; maybe things would be easier for him if he got out of the school basement.

"Spike. I want to go, will you go with me? I want to get out of this basement." She closed her eyes. Her time in England had taught her something. Everything was connected. Nothing stood by itself and she had to believe that once outside of these walls he would be better. She could feel the evil swirling in the air around her.

The air in the basement seemed thicker than it had a second ago. She felt the power of the hellmouth seeping into her body. She had known that there was a chance of this. She had once been consumed with evil. She knew that evil always sensed when it was welcomed. And after all the magic she had sucked out of The Magic Box's books she would forever carry the mark of what she had done with that magic. Willow hoped it was working the same with Spike and that once he was free of the magic around him he would be better.

"Good girls shouldn't be here," he rambled as he waved his hands about. "Evil things live here," he concluded with a head shake.

"I know Spike. I can feel it crawling on my skin, but I can't leave you here. I need you to come with me." Willow used her most soft, comforting voice. He seemed to be coming around.

"No!" he said shaking his head. His right hand went back to the wounds on his chest. "I am bad. I am not to leave here. This is where I belong. Not needed. I hurt good girls."

Willow began to panic. He was now digging at his chest again. She could smell blood as he reopened the wounds. The scent would be something she would never again forget after what she had done to Warren.

"Spike look at me," she demanded, her voice sure and strong.

He stopped and looked at her, but left his fingers digging into his chest. Willow could see a flicker of Spike in the confused depths of his eyes.

"Look me in the eye. I am here to save us. Not just you, but me as well. And if you don't leave here with me now then we both will be lost. Do you understand?" She waited for a response from him.

Spike just stood there looking at her for a moment with his head cocked to one side.  She knew it was crazy, but with him watching her like that . . . with those icy blue eyes. Willow felt like he his eyes were penetrating her very soul. Then he lifted his left hand and pointed at her.

"You did it too!"

"Yes, I did. Now you know that, you also know that I need to be saved too. And I need you to help me do it. So in order for us to do that, we need to leave here. Do you understand?"

He only nodded and started to shuffle toward the door. Willow felt her body flood with relief when he moved to the door. Now all she had to do was get him back to her parent's house. Willow had known when she had come after him that she would have to take him back there. It wasn't like she could just take him back to Buffy's. Xander would hit the roof. Willow could still hear the hatred in his voice as he told her what Spike had done to Buffy before the vampire had disappeared. Willow was no fool. She knew that Spike could have hurt Buffy that night, but something had stopped him.

Besides, when she had been `Veiny Willow' and had confronted Buffy about sleeping with Spike in Rack's apartment, Willow had used her power to peek into Buffy's mind. The things Buffy had done and said to Spike still echoed in Willow's mind. Buffy had used him to ease the ache inside when Willow had brought her back from heaven. Instead of hating the one who had brought her back, Buffy had fucked Spike with all the anger her body held. Willow knew what had happened between Buffy and Spike wasn't really in any way Willow's fault. After all they were both grown adults. But still Willow couldn't help but to feel guilty about it.

Spike opened the door and held it. Willow moved to follow him. She knew this was going to be a long hard road but together they would make it.

~~*~~*~~*~~*~~*~~*~~*~~

It had been a week since her midnight rescue of Spike. He had settled into her parents' house well. He was no longer talking in riddles, and the voices in his head had quieted. But there was still something different about him. Willow hadn't been able been able to put her finger on it. He was soft spoken and most times refused to look her in the eyes.

Willow decided she needed a shower. She washed her hair, and when she finished she stepped out of the shower and wrapped a towel around herself. She was thinking about the night in the basement when she had gone after Spike. Willow knew it was silly, but she could still feel a tingling sensation on her skin from the magic she had felt there. It didn't matter; she was clean now. Just because she could still feel that power calling to her didn't mean she had to answer it. Willow shook herself clear of that thought and grabbed another towel from the rack. She toweled her hair and then reached up to wipe the mirror off.

When she looked into the mirror her face wasn't the one staring back at her. The eyes starring back at her were from the face she had worn the night she had killed Warren. Willow's hand shot up to touch her cheek. She screamed when her fingers ran along the raised veins on her skin.

"No, no," she mumbled.

She tried to escape the reality tormenting her. She would never be that again. She was past that, but still she could feel the dark energy that surrounded her. Her skin popped and tingled with the magic. Willow watched in horror as her transformation was completed.

Willow's once vibrant hair color turned to blood and spilled over her shoulders, soaking in to the top of the towel, and then leaving behind the familiar and feared black in its place. When Willow looked back at the mirror she could see her towel soaked in blood and her worst fear starring her in the face. It would always be a part of her. No matter where she went or what she did, she would never be able to get away from what she was. This thought made the blood in her veins run cold and she did the only thing she could. She screamed; a long, shrill noise that echoed in the halls of the house.

Spike was in his room when he heard her scream. He didn't think; he acted. He didn't even notice what he was doing until he burst through the bathroom door.

Willow stood in front of the mirror, a towel covering her damp skin. And a look of horror was etched  across her face.

"Willow, luv? What is wrong?" he asked

"No, no," she spat as she started to pull at her hair. "Get it out. I don't want to be this again." She turned her desperate green eyes to his.

Spike was at a loss. Nothing seemed to be wrong. She was the same woman that had poked her head into his room minutes ago and told him she was hopping in the shower. But something had set her off. The look on her face was matched only by the repulsive horror that hung in her eyes. He did the one thing he could think of: he pulled her into his arms.

As soon as Willow's skin touched that of his bare chest Spike knew what had happened. She had collected magic from the hellmouth when she had come for him. And in one brief moment he was thrown back into another bathroom, not so long ago. And he had reverted back to what he had been in the basement. All the images were of that night with Buffy. He had been out of his mind with grief. The slayer had done it to him again. She had shoved him away. Told him he wasn't worth her time.

Willow felt Spike's body jerk. She looked up to see his face twisted with agony. Before she knew what was happening he had shoved her away and scrambled backwards toward the door. All thoughts of her pain vanished from her mind when she saw his face. She needed to help him. When Willow attempted to reach for him he had moved away from her until he was in the hall.

Willow moved toward him, which only seemed to heighten his anxiety. Causing him to mummer about how he hurt things. Willow knew this stemmed from what had happened between him and Buffy. But as she stood frozen in the doorway, he looked up at her. And that was when she saw it: his soul.

Willow had remembered that look in her own eyes, once the grief had washed away and she was left to deal with what she had done to Warren and had attempted to do to Jonathan and Andrew. Her soul had burned in her chest as she had come to terms with what she had done. Now, standing here with him, she understood what had driven him mad. It was enough to have the mark of one malicious deed scared into your soul; but to have several human lifetimes of them . . . She felt her heart sink as she thought of what it must be like for him when he had so many more marks to bear.

Willow sunk to the floor beside him as the tears spilled onto her cheeks. This was not what she had expected, and the fact that he now had his soul shocked her to her knees. `Why had he done it? Had he done it on purpose? If not, what had happened to him?' She wanted to ask all the questions that were swirling in her head. But instead she just simply sat there. Not a word uttered between the two.

Spike was the first one to speak. His voice cracked with emotion.

"You know, don't you?" When she looked at him with confused wonder he clarified. "I saw it in your eyes."

"Yeah: your soul. Wow," Willow said quietly.

"Yeah, wow," he said as he hung his head.

"Spike, you're not ashamed of your soul, are you?" she asked. She hadn't thought of that. What if he hated having the soul?

"No, it is just that . . . I guess I didn't think what a bloody soul would feel like," he sighed as he tapped his chest.

Willow made a move to comfort him, her moment in the bathroom forgotten. She understood what he meant. She had never noticed her soul. Willow knew she had one, but she had never thought about it until she had taken Warren's life. Something about that one single act had awakened her soul and she could feel only empathy for Spike and the trials his soul was putting him through. Now Willow understood the sounds that came from his room at night. He was dreaming of every sin he had ever committed and his soul hung like a shroud above his head to hand him guilt he should have felt when he acted.

"Spike, I know we can do this. We can rebuild our lives despite what we have done." Willow knew it was a weak offer, but it was the only thing she had to offer him.

Spike lifted his head, his brow creased and he looked at her. "Red, you can't think that you and I are the same."

"Why not? Have you seen the way the others look at me?" she said, her voice heavy with the emotion she felt. "I acted without a thought as to what my actions would bring. For one brief moment I became what we all have fought against. I took a human life. And the sad part is that I know what Buffy and Xander know when they look at me: they know that if I could do it all again I wouldn't do anything differently, even knowing what I know now. I would end his life simply because he ended Tara's." Willow let the tears fall. She knew now what was meant when someone talked about an angel that had fallen from grace. She had fallen and it was a long way back up.

Spike reached out for her. He knew that she now understood how he felt, maybe not to the same degree, but she knew where he was coming from and that was a start. He had nothing that he needed to hide from her anymore. Maybe she was right; maybe they could really help one another. He had his soul now and just maybe they could weather the storm together.

Willow felt his arms reach for her and she felt relief. They could do it together. She gave herself over to his embrace and they both found the comfort they were seeking, in each other's arms.

They stayed like that for a long time before Spike stood and scooped her up in his arms. He carried her back to his room and laid her down on his bed. He saw the fear that surged up into Willow's eyes.

"I am only going to hold you," he said as he lay down with her.

Willow could only nod as he wrapped his arms around her and pulled a blanket over them.

"That was me back there, wasn't it?" she asked. Her voice was small and afraid.

"Yeah, I think you must have picked up some magic when you were at the hellmouth," he sighed. He didn't want to tell her, but she had asked. "I know what happened was frightening but, now we have each other and we will make it."

"I think that I knew it was there. I could feel it under my skin. You know, controlling my magic was easier in England. Far away from the hellmouth," she confessed.

"Don't worry, luv. You and me, we will think of a way to keep it under control," he promised.

Willow nodded her agreement as she snuggled closer to him and they both drifted off to sleep.

~~*~~*~~*~~*~~*~~*~~*~~*~~

Willow smiled as she got herself some dinner. Ever since the night in the bathroom things had been better for her and Spike. They both had finally realized that they were not alone anymore. They had each other to lean on and that was all they would need for them to make it. Well, that and Willow was now doing mediation to keep her magic in check. Plus they had both agreed that, for now, it was better if Willow stayed away from high amounts of black magic until she felt more comfortable with it. Knowing that she was not alone somehow made things better.

Willow was pulled from her thoughts by the ringing phone. She reached for it.

"Hello."

"Hey Wills," Xander said

"Xand, what is up?" Willow had known Xander long enough to know when things weren't right in his world. She could hear it in his voice.

"Listen, Angel called here for you. He would like it if you could return his call. `As soon as possible,' I think were his words. And since it has been a couple of hours since he called you might want to hurry." His voice sounded defeated. And Willow could hear Buffy in the background rambling about how it was a fine time for Angel to just call and demand that Willow go to L.A., which seemed to punctuate Xander's defeat. The blonde slayer was ranting, "No `Hi Buffy. How is it going?' Just `Send Willow to L.A.' "What is so big in L.A. that he needs Willow and not me?"

"Oh okay, is everything all right there?" she asked. She could just barley make out Buffy's voice in the background, not enough to understand much of what she was saying, but enough to know it was her voice.

"Yeah, I'll handle this end of things. You might want to get going on the calling thing. It did sound important."

"Yeah okay. Thanks Xand," Willow said before she hung up the phone. When Willow started to dial the phone she heard a noise over her shoulder and turned to look at Spike.

"What is going on?" he asked, his voice filled with concern.

"Angel wants me to come to L.A. I need to call and find out what is going on," she said.

Willow dialed the phone and waited for someone to answer. By the fourth ring she was twisting the cord around her finger, and by the time a soft, sugary voice answered at the other end Willow had gotten worried.

"Hello." The girl sounded out of breath.

"Uh, this is Willow." Willow was uncertain of what she should say. By the sound of things Willow had called at the wrong moment.

"Oh Willow, this is Fred."

"Can I talk to Angel?"

"Um, yeah. Just a second."

"Oh, okay." Willow said.

Spike moved to Willow's side. He knew that something was wrong just from her end of the conversation. He wanted to offer her his support and the best way to do that was to go to her. Plus if he moved closer he could hear what was being said on the other end better.

"Willow," Angel's voice sounded distraught. "Willow, we need your help with some research. Do think that you could come to L.A.? We have run across something called The Beast and can't seem to find out anything about it. I thought that maybe you could come give us  a hand since things are slow in Sunnydale right now." There was a note of worry in his voice.

"Yeah, I can come, but I am not sure what help I will be as I haven't heard of it either," Willow said.

Angel sighed. "I didn't think you had. I just thought that with your skill at researching and magic . . . you might come in handy." Angel paused, and his silence was filled with dread. "I think we are heading for an apocalypse. I need all the help I can get on this one. Could you come?"

"Yes," she answered.

"Good, how soon can you get here?" he asked.

"I don't know: maybe four hours or so. I need to get some stuff put together," she replied.

"Okay, I will see you then," he answered.

"Fine."

Willow noted that Angel sounded relived to know she was on her way. She hung up the phone and started to mentally compile of list of things she would need to take with her to L.A.

"What did the Poof want?" Spike asked. He had a feeling that he wasn't going to like what Willow was going to say. He had had an overwhelming feeling of betrayal and anger earlier in the day and he knew it had been from Angel. Something major must have happened for the Poof to have let his guard down long enough for the feelings to reach Spike through the bond.

Willow turned to look at him. "Angel wants me to come to L.A. to help get rid of some big nasty," Willow said.

"Why did he call here? You would think he would have called the Slayer." Spike's voiced carried a note of bitterness.

At first Willow was taken back by his tone. Then she thought about him being here at her house alone while she went to L.A. to help Angel. "I don't know Spike, why don't you ask him when we get to L.A." And with that she left the kitchen to start to pack.

Willow heard him call up the stairs. "Okay luv, you pack a bag and the things you need for the job and I will get my bag and meet you at the car in 15 minutes," he said without hesitation.

Willow had to smile to herself as she noticed the change in his voice. They had become good friends in a short time. She was glad that he was going with her. After the night in her bathroom she was afraid to use her magic. What if she couldn't control it? She needed him there as her support.

"Okay, let's hurry," she yelled back.

Fifteen minutes later she and Spike were in her mother's car on the highway heading toward L.A. Willow noticed that Spike hadn't said anything since they had left her parents' house. She wondered if it was the thought of seeing Angel again that had him so quiet. It had been awhile since Spike had seen his sire. Maybe it wasn't such a good idea for him to have come with her. She hated to admit it. Maybe Spike should have stayed behind on this one, but then she would have to face her magic alone and that was not something she wanted. That was when Spike broke into her thoughts.

"Luv, there is something we need to talk about before we get to L.A." His voice held a seriousness that made Willow shiver.

"Okay, you know you can tell me anything, right?" she said as she reached out her hand and laid it on his arm.

"Good. You remember when Angelus lost his soul a few years back?" he asked.

"Yeah."

"There is  something you don't know about that time." He took a deep breath before he continued. "See the slayer wasn't the only one Angelus had a thing for. He wanted to go after you too, Willow. He had all these drawings of you sleeping and showering. Somehow, and don't ask me how, Dru managed to talk him out of going after you. She didn't want a sister. One night she told me that she feared what you would be like as a vamp; feared for her well being if Angelus turned you. He didn't just do things half way. He would have driven you mad before he turned you. I know you think that Dru was an exception, but she wasn't. Dru was just the only one to survive Angelus' attentions. She said that the stars told her that if he went after you he wouldn't just burn in the fires of hell he would burn from the witch's fire. Something she said must have  gotten to him because he only watched you from that point on. He still drew you when you didn't know he was there, but he never touched you."

Willow couldn't help it she laughed. Her hand slipped off his arm as her body convulsed with laughter. "How could Angelus have wanted me when Buffy was there? And I guess the next thing you are gonna tell me is that he killed my fish just to show his love for me, right?"

Spike just stared at her. Willow had spent way too much time in the slayer's shadow. "Luv, I need you to trust me. And I think that when we get to L.A. it might be a good idea if we pretend to be a couple. That way he knows you're taken and will keep his bloody hands to himself. There is no Dru to keep him at a safe distance this time. I don't want you to get hurt."

"You're joking, right?" she asked.

"No luv, I am bloody well not joking," he ground out. "Look luv, I know that this is a lot to take in all at once, but I have grown to need you. I have had everything I that was ever mine taken away from me. I can't lose you. You may not understand the whole vampire thing, but you have to trust me when I say that vampires are very obsessive. Angelus had a thing for you, so that means that Angel had a thing for you as well. It is just Angel would have let the soul keep him from acting on it. Still, that doesn't mean that his demon doesn't whisper in his ear about taking you. And I am not losing you now." Spike hesitated for a moment and then thought `In for a penny, in for a pound.' "Early this morning I felt something threw my bond with Angel. It was overwhelming amount of anger and betrayal. Now I know what you're thinking. It could have been anything, but Angel shut off his body with his family when he got the soul. So it had to have been something major for him to have been so overwhelmed that he let it seep into the bond we share. I just want to keep you safe."

Spike lowered his voice, "I need to keep you safe. There have been so many mistakes in my life . . . I can't let you be one of them. So when we arrive in L.A. we will pretend to be a couple, and then after we get there and see how things are we can go from there."

Willow felt her face flush with embarrassment as she thought about what Spike was saying. He wanted her to pretend that they were together. He didn't want to lose her.  She felt something on the inside of her tingle at the idea that Spike wanted her to be his, if only for pretend. Willow shifted in her seat. She was gay, right? So why was it so appealing to her to do this with Spike? Pretending to be a couple meant that they would be close and there would be lots of touching and kisses and other things that couples do.

Spike watched out of the corner of his eyes as Willow shifted in her seat. He was about ready to try and take back what he said when smelled the subtle scent of Willow's arousal in the air. He felt his lungs expand as he tried to capture more of the scent. He wanted to remember what she smelled like. He knew that it was too soon for both of them to start something new. He knew that what he was about to do was wrong and yet he didn't care.

For the last few weeks they had offered each other everything, everything but this. They had held each other in a moment of weakness, but neither one had crossed this line. When he had started the conversation he had meant only to prepare her for what was to come, to protect her. Somehow, less than 15 minutes later, he was pulling over on the highway with the intent to ravish her. Spike pulled the car over on the edge of the road and cut the engine.

Willow wasn't sure if she wanted to slide against the door or against him. They were just friends, nothing more she told herself. They had started this whole friendship out of a need for them feel whole. There was no attraction. She didn't want Spike. She was just trying to help someone in need. Willow had just wanted to feel whole again. While Willow was trying to process the whole thing in her head her body had moved to meet Spike half way across the seat.

"We should be close," he said as he pulled her into his arms.

"Yeah," Willow replied and was slightly surprised to find her voice an octave lower.

"We need to carry each other's scents. He has to think that we have been together for awhile." He reached up and brushed a lock of hair away from her face. "That we have been intimate."

The next thing either of them knew, their bodies were close and their lips were closing in on each others'. When their lips touched it was tentative and simple.

Willow had thought that it would be uncomfortable. After all she was gay and Spike was a guy. But when his lips brushed hers she forgot what she was suppose to be and gave into the feelings that the act caused inside of her. Willow had never been one to live for the moment; she had learned that lesson early on. She had taken the advice Buffy had offered one night and it had almost cost her her life. She hadn't done it since. But now, as she deepened the kiss and her tongue slipped into his mouth, she wasn't sure if it was such a bad thing to just trust him.

Spike felt like a born again sinner when her tongue invaded his mouth. A second chance at life; free of sin. Willow's actions burned him far worse then anything he had done before. She was there in his arms kissing him like there was no tomorrow. And for all he knew she was right. Living in Sunnyhell meant that something would always be there to rear its ugly head and muck up what they had going. So this very well could be the last time they had for something like this. They both knew that when the big battle was fought they often won, but some cost would always be paid for that victory. The last time it had been the life of the Slayer. And maybe, just maybe, this time it would be one of them. He decided that he didn't want to think about it right now. The redhead felt too good in his arms to think about what the future held.

Without another thought he scooped Willow up off the seat and settled her in his lap.  One leg was on each side of his hips and her skirt was bunched up around her waist. Once Willow was settled in his lap she found herself resting on his hardening member and she had second thoughts.

"Spike?" her voice was raspy but he could hear the concern in it.

"Don't worry luv, it won't go that far. Trust me?" he asked as he searched her eyes.

Willow could only nod. And he recaptured her lips in a kiss that seared both their souls. Neither one fully comprehended what events would be altered by this decision. They had already changed the course of events by turning to each other, instead of turning away from each other like would have been expected.

Spike could feel her warmth soaking through his clothes. Buffy had been human, but her warmth had not been as consuming as Willow's. He felt the redhead's shaking hands pull at the hem of his shirt to tug it from his jeans. He broke the kiss and sucked in a breath when her fingers caressed his skin for the first time. It was like being touched by fire. He tried to clear his thoughts. He was doing this to keep her safe, right?

Willow felt his body stiffen when she reached for his shirt and then a low moan rattle in his chest when her fingers began to explore it. He felt good to her finger tips. His skin was soft to her touch. She ran her finger down his chest and she could feel the muscles flinching under her tender touches. She wasn't sure what was happening so she let him lead.

He just wanted to protect her. He had to keep reminding himself of that fact. In all the days they had spent together he had never thought that they would be doing this: a make out session in the front seat of her parents' car. His hands slid under her shirt, dancing across her tummy and around to her back. Once his hand unclasped her bra he felt Willow bury her face in his neck. His fingers didn't let their new closeness or the confining space of the car stop their movements. They found their intended target and stroked her pebble nipples.

He felt Willow hiss in pleasure. She was grinding herself against his rock hard cock. He almost wanted to laugh. He was well over a hundred years old and was dry humping in the front of her parents' car. He felt like a bloody teenager and didn't care. The car was filled with the scent of her sex and all he could think was that it was all just too perfect.

Spike lifted her shirt over her head and took her bra with it. He just wanted to see her body, taste what she had to offer. He was no longer thinking that he was only doing this to protect her. He now knew better. He knew now that he had only gotten involved with Buffy because Willow had been with Tara. He had been a fool not to see this before now. In the last few years so many things had been in their  way. They had been unable to see what was as plain as the noses on their faces. Now, however, along the side of the highway in the darkness of the night everything was so clear that he wondered how he could have been so blind.

Willow noticed that he had stopped moving and was just staring at her. There was a look on his face that she had never seen before. She reached her hand out and touched his cheek. It seemed to snap him out of his thoughts.

"You are beautiful. I have never seen anything like you in all my years of wandering." His voice was husky and weighed down by the emotion this he felt.

Willow leaned in and kissed his lips softly. "Thank you."

Spike had seen the sincerity in her eyes. He knew that this meant something to her. Not just the words, but emotions as well. And he kissed her again. The kiss seemed to take on a life of its own. It ignited a passion inside of them both: something that neither of them had felt in a long time.

Spike broke the kiss and shifted her position so her breasts were closer to his mouth and he attacked them with kisses and nips. Willow's ached back and soft moans were the only signs he needed to know that they were both in moment, lost in one another.

Spike could feel her juices soaking through her underwear into his jeans. He wanted nothing more then to rip the barriers away and sink into her moist heat, but he knew she wasn't ready for that yet.

Instead, he moved his hand down to her panties and started to stroke her clit. He heard Willow suck in a breath and tighten her grip on his head as he nibbled on one nipple then the other. Willow knew it wouldn't take long for her. It had been way too long since someone touched her like this. He could feel her body start to shake as her orgasm started to ripple through it. He looked up as the waves of her orgasm intensified. He wanted to see her face as the pleasure he brought her reached its peak.

Willow had felt him pull away from her, but she was too lost in her own pleasure to notice why. Once her body had stopped shuddering she looked down into his eyes and found her body shivering at the intensity that his gaze held. She had never had anyone look at her like she was the moon and stars in their eyes. And now that she had seen it, she couldn't believe it. The feelings that sprung to life inside her were new and strange.

Spike moved her off him and onto the seat. The pressure inside his pants was almost more than he could stand. He had her so close and yet he knew he didn't have her as close as he wanted, and that made it hard for him to control his body. If she had stayed on his lap he would have been inside her and he had promised her that it wouldn't go that far . . . not tonight anyway. But the glimpse he had seen tonight only confirmed what he already knew. He was in love with Willow, had been for a long time. Why did he always do this: fall for a woman who didn't or wouldn't love him back?

Willow was surprised when he looked away from her and then moved her off him without a word. Then she saw his face darken with an emotion that Willow couldn't place. When he still didn't speak Willow found herself breaking the silence.

"Spike, did I do something wrong?" her voice was so soft he almost missed what she said.

He turned in the seat and looked at her. "No luv, you didn't do anything wrong. I just need to put some space between us or I would be shagging you into this seat as we speak. And I promised you that I wouldn't do that."

"You could have broken that promise and I wouldn't have minded," she confessed as she reached for her shirt and bra that lay on the floor board.

Spike just smiled as he watched her put her shirt and bra back on. For a moment he was disappointed. Then he remembered he would have an opportunity to take them back off later.  "Not now. When we shag I want you spread out over a bed and I want to take my time worshiping your body."

Spike smiled as he saw the blush spread over her face. Her eyes dropped to her hands in her lap. Spike reached out and tilted her face up to meet his.

"That is a promise too. And one I look forward to keeping at a later date, but right now we have some business to take care of."

Willow smiled. "I am holding you to that."

"I hope that you do, but I have a feeling I will be the one holding you down as I pump in and out of your heat. And this is a promise I don't intend on forgetting." His voice had taken on that husky tone again.

He pulled her back against his side. "But, right now we need to get to L.A."

Willow smiled and pulled her skirt it back down over her legs as she settled herself next to his side. "Well, then let's get going then. I hear that there are beds in L.A."

Spike laughed and turned back to the road and started back toward L.A. happier then he had been in a long time.

~Part: 2~

Spike pulled the car up to the curb in front of the hotel. He knew the drive wouldn't last long enough for him. Willow felt so perfect against his side, her head resting on his shoulder. He didn't know what would happen now that they were at the hotel. And a small voice in the back of his head whispered. `Be thankful for what you have had. Why do you always need more?'

Spike shook the thoughts from his mind. He needed to be here for Willow. If they asked her to use her magic then he would need to be her anchor. He wanted to make sure that he did what he could to help her. After all, she had to come take him from the school basement. She had chosen him over her friends and that was what counted. And he knew he was lucky to be where he was and to have done what he did with Willow, but still he wanted more.

Willow noticed that Spike's mood had changed. His facial expression had taken on a tone of apprehension. She had been with him long enough to know that things affected him more than he let on. Something was on his mind. And she knew from experience the only way to find out, was to ask him.

"Spike, is there something wrong?" she asked.

"No," he said, making sure to keep his feelings out of his voice. "You ready to go in?"

"Yeah, no time like the present," she said, trying to sound as reassuring as possible. If he didn't want to talk about it yet she wouldn't push.

Once they were out of the car and standing at the front door, Willow felt Spike hesitate again.

"Don't worry; I will stand by your side if you stand by mine," she whispered. She knew part of the history that he shared with Angel.

Spike reached out and took her hand, squeezing it to make sure she knew he had heard her and was accepting her terms. Spike drew a breath and pulled open the door to the front of the hotel.

They walked into the Hyperion Hotel hand and hand. Willow had never felt her skin tingle with anticipation just from holding another person's hand before. All she could think about was meeting everyone and getting an idea of what was going on. And then being alone with Spike. She knew that it was wrong to want to rush into anything with Spike, but her mind didn't seem to be what she was letting make her decisions right now. Right now she felt like letting her heart make the choice. And her heart and body seemed to like what he made her feel.

Willow was torn from her thoughts by a low, deadly growl that seemed to shake her very soul. She turned to find Spike's hand jerked from hers as Angel tackled the blonde to the floor. Before she could even process the scene in front of her Angel hit Spike hard in the nose with his left fist while his right hand seemed intent on crushing Spike's windpipe.

Angel's body shook with anger. His grip on Spike's throat was increasing and there was a low gurgling noise that was coming from Spike. In the blink of an eye Angel produced a stake.

Willow didn't think about anything other than that losing Spike would be more than she could bear. She had to stop this before something happened that couldn't be taken back. Willow felt herself draw her power up inside her body.

Gunn heard the noise and came running with Lorne on his heels. What they saw when they entered the lobby had them frozen in their tracks. A small redhead was standing just to one side of Angel who had someone pinned underneath and a stake raised above his head. From their angle they couldn't see who Angel had pinned underneath him. The redhead stood still, but there was a popping in the air around her. She raised her arm, and with a wave of her hand Angel was thrown clear of the body he had once dominated. She turned her eyes to Angel.

"You will leave him alone." Her voice was deep and strangely foreign to her small petite form; all the while her magic swirled around her. She took a few steps closer to Angel. "Do you understand me?"

"Willow?" Angel's voice was soft in amazement. When he looked up into her eyes he noted the two black holes that stared back at him. `What happened to her?" his demon wondered in awe. The power rolled off her in waves. Angel felt arousal surge into his groin at the sight of her. She had thrown him a good ten feet away from Spike with a flick of her wrist. Her magic hung in the air, taunting his senses. She had changed since he had last seen her. `For the better,' his demon whispered in her ear. `Look at her! She is magnificent.'

As soon as Angel's body was off his, Spike scrambled back to his feet moving immediately to Willow's side. He showed no fear of the energy that swirled around her form. He just reached for her. He knew that she had only been protecting him and that when her magic faded she would feel guilty for doing what she had just done. She was still so unsure of her magic and what she could do with it.

Willow stepped closer to Angel, her face shining with anger. "Do you understand me?" she hissed.

Angel just nodded. He didn't know what to think. This creature that stood before him was not the gentle hacker that he had known. What stood before him now was a woman that wielded a great amount of power.

Spike wrapped his arms around her from behind. Willow knew the moment she was safe in his arms. She could feel the magic drain away as she settled into Spike's embrace. Spike sunk to the floor with Willow held close. Willow shifted in his arms and pressed her face into his chest. Spike gently stroked her hair, calming her. He didn't speak to her, just gave her time to settle her magic and center herself.

Angel noticed the heartbeats of Gunn and Lorne beating in the background and turned to look at them. Angel knew that they had seen what had happened. He had told them that Willow was their best bet at defeating The Beast. Then she had come here with Spike. All Angel was able to think when he seen Spike was to kill him; to stop him before he became a factor. Angel didn't need Spike here to crimp his plans.

Plus, it wouldn't hurt to release the anger that was boiling up inside of him since he had come back from the warehouse where he had seen Conner with Cordelia. His demon had been whispering in his ear. `How could that little whore fuck your son? She needs to be taught respect. Now you let some half pint witch tell you what to do? Is there nothing you won't do?' Then Angel hadn't thought he had just attacked. The moment he laid eyes on Spike he felt his control snap. He had just acted. He had wanted to hurt someone and he knew Spike could take it. Back when he was Angelus a good fight on many nights had just been the start to the evening. But he knew that it was the stake that had gotten Willow's attention. If he hadn't gone that far she might not have used magic.

Part of him was angry that Spike was by Willow's side. And from the smell of Spike he had been more than just at Willow's side. Angel could feel his demon raging inside of him. Angelus was angry that Spike had gotten there first. There was something special about Willow that had always appealed to his demon. Angel had always had to fight hard to keep himself in check when it came to Willow. But what had happened with Cordelia had brought Angelus to the forefront, and Angel was struggling to stay in control. He wanted to take his anger out on Spike. The last time he had seen his errant childe was when Spike had come after the Gem of Amara.

Now Angel wondered if it had been such a good idea to ask Willow to come to L.A. at all. He hadn't known about Spike when he had called, and he hadn't thought about the fact that being around Willow always brought his demon to the fore. But add Spike to the mix and it became volatile. Spike had always been able to rile Angelus. He knew what buttons to push and when. That had always been one of the things that had drawn him to Spike in the first place. As he stood there looking down on the cuddling pair, he thought that he might have made a mistake in asking her here to L.A. when his defenses were already down. Now he had two very tempting individuals in his home.

If he had known this would be the result he might not have asked at all. Angel knew they needed Willow, but as he sat there looking at her, he didn't know if it had been a good idea. She clung to Spike like he was a lifeline. Her body wasn't racked with sobs. She sat still in Spike's arms. Her breathing was slow and steady, but her face remained tucked into his chest.

Angel got to his feet and walked toward Willow and Spike. He wasn't sure what he was going to say, but he had to say something for fear of wreaking a friendship.

"Willow?"

Spike's head shot up at the sound of his sire's voice. Spike couldn't hold back the smile that spread across his face when he saw Angel's. He could tell that Angel was just barely in control of his demon. Captain Forehead was angry. Nothing was going the way Angel wanted it to. Spike had seen that look too many times on Angelus not to know what it meant.

Willow looked up at Angel. She knew the broody vampire must be under great amounts of pressure from what she and Spike had seen on the way in. The hotel doors and windows were smeared with blood and the carcasses of several hundred sparrows littered the ground. Not to mention all the little odd things they had seen on the way in: there had been no one in streets or driving in their cars and some parts of ground seemed to have caught on fire and were still smoldering. Willow had made Spike roll up his window when the smell of sulfur had become too strong.  There was no huge neon sing blinking apocalypse, but Willow had been through a few already and they seemed to have a certain feel to them. She was getting that feeling here. She knew it was time to get to work, but first she had few ground rules she needed to set with Angel and his gang.

Willow moved out of Spike's arms and stood. She wanted them to know that what she was about to say was important. So she stood and straightened her clothes, and then met Angel's gaze.

"Okay, first things, first: keep your hands off Spike. Do you understand?" When she had started to speak Gunn and Lorne had come into the room to stand behind Angel. She waited for them to nod their understanding before moving on. "Second, I have enough of a problem controlling my magic, so it is probably best if you don't piss me off. That means that you leave my lover alone. He helps me when my magic is out of control. You don't want him out of the picture."

Willow heard Angel growl when she called Spike her lover. And she even surprised herself at how easily the word seemed to roll of her tongue. She knew it was a lie, but how much of one? She felt herself smile. He wasn't her lover, yet. Only time would tell if that stayed a lie.

"Now, let's get started. Tell me what is going on," Willow said.

"Apocalypse," Gunn and Lorne said at the same time.

"No bloody joke?" Spike asked in mock humor. "We didn't notice much out of the ordinary on the way in."

Willow swatted at Spike's chest. He pulled her over to one of the couches. Gunn walked around to the other couch, taking a seat and began to explain what had been going on. Soon Lorne joined in on the conversation.

Angel stood off to one side watching them as Spike and Willow interacted with each other. Spike seemed to be unable to keep his hands off her, always touching her hand, tucking her hair behind her ear. And every time Spike did, Willow would turn and look at him. Angel could hear Willow's heart race every time Spike touched her. She wasn't used to him touching her like that. If they were a couple then they hadn't been together long. Angel could smell Willow's arousal growing stronger and stronger with every teasing touch. There was no doubt that she wanted Spike. All the signs where there, but the question was: had she had him?

Spike hung on every word she said. Angel had to smile to himself. Oh, how he had seen this before. Spike was like an open book; all Angel had to do was read him. Dru must have told Spike what the stars had whispered in her ear for her to tell Angelus. He remembered the fascination that Angelus had for Willow. Angel suddenly had to choke back a chuckle. They were pretending. Spike was trying to keep Angel at bay.

That gave Angel something to think about. He was so lost in his thoughts that he hadn't noticed when Fred and Wesley joined them. He needed to focus on what was going on in front of him. He would deal with Spike and his little game later. Spike should know better than to mess with the master of the game. Angel had known that something was off. When he had smelled Spike, he smelled of Willow and her release, but Willow had just carried Spike's scent . . . something to ponder later. Now it was time to return his mind to the matters at hand.

"That is about all we have found. And as much as I hate to say it, what we have found isn't much. Gunn discovered the pattern in the stuff that Wolfram & Hart pulled out of Lorne's head, and Lorne noticed that all the calls we were receiving were coming from locations that fall within the symbol with a concentration in the apex," Wesley said.

"Lorne had been tracking the calls as they came in. Once you stood back and got a look at the big picture it kinda made sense," Gunn said.

Willow watched as Fred moved to sit next to Gunn while the young man finished filling her in on the Rain of Fire and the subsequent ass whopping they received from The Beast. The redhead could see the two were in love. But Willow could help the sad smile that settled on her face. The couple had problems; there was an underlying tension between the two.

"However, we were too late to stop The Beast and the Rain of Fire. And to be quite honest, even with the skill that we carry as a group we have yet to make even a dent in The Beast. And with the lack of information we've been able to find on him we seem to be at a loss," Wesley said.

Once Wesley had gone over what he and the rest of the group had found, or more to the point what the group hadn't found, Willow wondered what good she would be able to do as she pulled out her computer and started it up. Not for the first time did she wish she wasn't research girl. Willow tapped her foot on the floor as she waited while her computer booted. First she would try a few emails to friends. See if anybody else out there might know about The Beast. Then she would search the web and see what she could find.

Spike watched Angel from Willow's side. The Poof had been too quiet, for too long. With Angelus that had always meant that he was thinking. And if Angelus was thinking, that meant one of two things: either someone was going to end up dead or someone was going to wish they were dead. By the way his sire swaggered as paced back and forth; Spike was willing to bet it would be the later of the two. Spike looked up to find that Angel had quit pacing and met the blonde vampire's gaze.

Angel just watched his childe for a moment. There Spike was, right in front of him, and  he was the same Spike that had been here to get his gem back; the same Spike that Angel had left the first time he got his soul. But the more Angel watched his childe, the more aware he became of a difference. It was almost as if the Spike Angelus made was just a ghost sitting in a new shell. Angel didn't know what it was for sure, but there was something different about Spike. And he was sure as hell going to find what it was.

As the evening dragged on the group had begun to disperse, Wesley left and then Fred and Gunn went upstairs to their room. Lorne asked Angel what he thought about letting the Host read him. The green demon seemed to think it was a good idea.

"Hold it. Let me get this straight. He can read your soul if you sing?" Willow asked.

"More like glimpses of what your future could be," Lorne said, answering her question.

"Oh please, let Angel sing. I think the last time I heard him sing a lady threw her dishpan water out an open window to shut him up," Spike said.

Angel had to think for a moment to recall the night Spike spoke of. A smile spread across his face when he remembered the evening. `Spike wants to play games, fine.' Angel thought as he relived how that evening had ended, his cock buried deep in Spike's throat as he moaned his release. Spike had always had a talented tongue.

"Ah, my boy, I have fond memories of that night as well," Angel smiled.

Willow noticed that Spike shifted uncomfortably on the couch next to her at Angel's comment and she made a mental note to ask Spike about it later when they were alone.

Angel turned his attention back to Lorne. Did he dare let the Host read him? There was a lot that Angel knew that he didn't want to share. What if the reading let Lorne find out what happened between Cordelia and Conner? And about how Angel was using all of his control to keep his demon from finding Cordelia and snapping her neck for what she had done. Or better yet, what if he said things about himself and Willow? No one knew how much Angel had to keep hidden from his friends.

"No, I don't think so," Angel said.

"Oh come on, Angel. What have you got to lose? Sing for them. I would hate to be the only one to have heard what a beautiful voice you have." Spike's voice held the humor he felt.

"Oh no sugar, I have heard him sing before as well." Lorne grimaced as he recalled the memory. "And hey, you do remember that I did just get my brain sucked courtesy of `We'll-Ram-You-In-the- Heart'. I wouldn't suggest this if I didn't think it might really help." Lorne returned his gaze to Angel trying to convey the importance of his suggestion.

"I bet you don't sound that bad," Willow said.

"Yeah, belt us out a tune." Spike choked on his laughter. This was too perfect. Let the Poof sing to Willow. The sound of his voice alone should send Willow right to bed." Willow . . . bed," Spike thought. `Is there a down side to this?'

Willow watched as Angel sung a song for Lorne. Spike had been right: Angel couldn't sing. But still, she didn't let Angel know that the others had been right. Lorne had stopped him half way through the song with a wave of his hand.

"No use, sweet cakes. I am not getting anything." Lorne's voice was tired and filled with disappointment. He had still not recovered completely from what Wolfram & Hart had done to him. He knew that might have an effect on the reading, but it had been worth a try.

Willow watched the presaging demon closely for a moment. Her mind began to tick. There had to be something here she was missing. Nothing made sense to her. Here was this beast that had just caused fire to rain down on an entire city, and yet there was nothing on him to be found anywhere in this world. That bothered Willow. It was starting to be just like Glory all over again. Anything that wielded that kinda of power had to have status. Status makes you famous and that gets you written about. Sure, The Beast could be from another dimension like the hell god had been, but there should still be something. The witch was starting to think that there was so much more to this then any of them could begin to fathom, but until she had something solid to go on she thought it might be better if she kept it to herself for now. Willow notices that Spike hadn't said anything. She knew he was smart and had experience in such matters. She turned and looked at Spike.

"What about you?" she asked.

Spike turned at the sound of her voice. "What about who?" Spike said, not sure he knew what she was asking.

"Got any ideas?" Then she had a sudden thought and turned back to Lorne "What about everyone else who has come in contact with the Beast, have you tried to read them? Maybe they noticed something, but don't realize it . . . Or maybe we need to hit the streets, find some creature to beat information out of."

Spike cut in. He knew what she was thinking. This was starting to remind him of Glory as well. "I know this is frustrating, luv. You want to have an answer to this quickly so we can get back to our lives." Spike raked his eyes over her body to help make his point. He didn't like to see her frown. He hoped that redirecting her thoughts for a few hours might be just what she needed. Then maybe he would let her rest. "We got time to take care of this and us. Besides, no matter what we faced we have always figured out a way to beat it. It is just a   matter of time. We will find something. But for now I think we should get some rest and start fresh in the morning."

Willow moved closer and rested her head on his shoulder. It had been a long day for her and maybe some sleep would be the best thing for her right now. Besides, Spike was right; she was grasping at straws just to get this handled so she could take time to be with Spike.

"Yeah, that might be a good idea." Willow pulled herself back up into a sitting position and turned to her computer. She had to shut it down before she turned in for the night.

"That is it for me as well, dolls." And with that Lorne stood and made his way to the stairs. "Good night all," he said before he disappeared from view.

Angel stood and looked at Willow. "I only have one room ready for visitors. If I had known that you would be bringing someone with you I would have prepared another room," he said, knowing that both Willow and Spike were unaware that he knew their relationship to be a fraud. Angel was playing a game; he wanted to see what Willow would say.

Without looking at Angel Willow answered, "No big. I would feel a little funny about sleeping alone now after all this time anyway. Spike and I will take the room you do have ready." It was the truth: she had been sleeping with Spike for a few weeks now and it would be odd not to find him there next to her when she awoke. She still had dreams and sometimes she would awake in the middle of the night to find him holding her and whispering how things were going to be alright.

Spike watched as Willow told Angel that she and Spike would just share the room he had ready. Spike noticed the way Angel clenched his fists at his side: trademark Angelus. His bastard sire was testing Willow and not getting the answers he wanted. Spike knew that only he would be able to see the humor in the situation. Very few people had the pleasure of knowing both Angel and Angelus like the back of their hand. Not one human that Angel had helped or loved had any idea how close Angelus was to the surface all the time. The soul did so little to appease the demon within.

Spike knew this first hand now. Every time the soul stopped the demon from acting the demon would rebel. After all, the demon was only doing what instinct told it to do. The first time his own demon had gone nose to nose with his shiny new  soul Spike had thought he would combust from the pressure that built inside of him. Like a million little needles ripping him apart from the inside. The demon didn't take lightly to being denied. Spike wondered how Angel had dealt with it for nearly a hundred years. As he watched Angel struggle with his demon Spike knew that it never got better. It would always be a contest: would he control his demon or would his demon control him?

Willow stood tearing Spike from his thoughts. He looked away from Angel and at Willow. "Ready for bed, luv?" he asked.

"Yeah." Willow couldn't hide the blush that crept up into her cheeks. She knew that she shouldn't blush. She had slept with Spike before, but with the way things had changed on the trip to L.A. she couldn't help herself. He was looking at her differently now. They were going to be alone for the first time since he had promised to worship her body.

Spike's nostrils flared as he scented Willow's arousal filling the air. He had to smile. She was thinking about what was going to happen when they were alone. She looked up at him with big wide green eyes. There was a shyness in those eyes he had not seen before. But what really did him in was the look of lust that was mixed with the uncertainly. He felt honored to know that look was for him. The thought of being with him had perfumed the air with her eagerness. Spike knew he would do anything to see that look in her eyes every time she looked at him. And tonight he was going to give her a hundred reasons to want him in every way. There was no turning back now. He had found something that he wanted. He would do anything to keep her at his side.

"Spike, the room is at the top of the stairs and four doors down." Angel's voice was even as he spoke. "Willow, could I talk to you before you go upstairs?"

Spike was just about to object when Willow spoke. Her eyes never left Spike's as she spoke. "Can this wait until morning?"

"No not really. It will only take a minute," Angel said quietly.

"Oh, okay." Willow then turned and looked at Angel.

"I promise it will only take a minute," Angel said.

"Spike, go ahead and I will be there in a minute." Willow handed Spike her lap top bag.

"Pet," was all he got out of his mouth before Willow turned back to him and said. "I will be there in a sec and we can pick up where we left off." With that she placed a soft kiss on his lips. Spike turned to the stairs. He may not like this, but if he knew anything at all about Willow it was the fact that she was loyal. What ever Angel was about to say, it would only end up working in Spike's favor. All Spike had to do was wait it out.

Once Spike had gone up the stairs and was out of sight Angle spoke. "Willow, I was wondering; how long have you been seeing Spike?"

Willow looked at him with a questioning stare. "Hmm, I guess I don't know how to answer that."

"What do you mean?" Angel asked

"Well, we have been living together for awhile now. But we have only recently decided to take it a step further," Willow said. "Why is it that you ask?"

"You know that I think of you as a close friend, right?" He waited for Willow to nod. "As a close friend, I wonder if you know what you are getting yourself into. Spike can be very smooth in order to get what he wants. He is very attractive and knows how to use that to get what he wants. He will stop at nothing to get what prize he has his eye on, but nothing ever holds his attention for long. He will hurt you in the end."

"Wait a minute. Are you going to stand there and try to tell me that you know him better then I do?" Willow asked.

"Willow, I made him what he is today. Angelus made him to be a killer, taught to take what he wants, consequences be damned.  You just don't know what you are getting into."

Willow knew she should listen to what Angel had to say, but her heart wouldn't let her. Her heart had already made up her mind for her. But Angel didn't even know about the soul Spike had gotten for himself. And Spike was what she wanted. She wasn't even sure what tomorrow would bring and she would be damned if she was going to play it safe this time. This time she was going to have what she wanted, when she wanted it.

"Angel, I know what you are trying to do here and it is sweet, but I am a big girl and I want to be with Spike; he makes me happy. Besides, there is so much you don't know. I am not a child anymore. I know that love doesn't last forever. I don't care. I am going to take this time and let Spike make me happy. If it lasts, it lasts, but if it doesn't then I will deal with that when it happens. Besides you really don't know Spike any more. He has changed. I know that right now he and I want each other and that is all that matters. I lost two people I love already in this life. And I won't take the chance of not knowing what Spike and I could have together."

She walked over to Angel and placed her hand on his arm. "I know that it will be hard for some people to understand, but I have to try and make myself happy. I am always doing things that I think other people want me to do. I need to do something that is totally selfish for once in my life. Do you understand?"

Angle wanted to tell her no. He wanted to tell her that she was still making a mistake. He wanted to tell her how much he needed her, how much he wanted her. He wanted to tell her all the reasons why he needed her to tell Spike no, but instead he just nodded.

Willow could tell that Angel wasn't happy with what she had said, but he wanted her to be happy and he would give her the chance to make her own mistakes. It was sweet of him to try and understand what she wanted. Willow leaned up and placed a kiss on his cheek.

Angel knew it was wrong. He didn't want to do it, but he wasn't thinking. He was feeling, and what he felt was Willow's lips gracing his cheek. Without another thought he turned his head and captured her lips in a tender kiss.

Her lips were so soft, so giving. They tasted sweeter then he had imagined they would and he deepened the kiss.

Willow didn't know what to do. She knew this was wrong. Spike was waiting upstairs for her and he would see this as a betrayal. She wouldn't be able to blame him. If she walked in on Spike and Buffy it would cut her to the core. So with that thought in mind she pushed Angel away.

"Angel, I don't know what is going on with you, but I can't and won't be a part of it. I am with Spike and I won't hurt him. We need each other so much more then you know," she said. "I am going to bed. I will see you in the morning." With that Willow left the room leaving Angel alone.

~~*~~*~~*~~*~~*~~*~~*~~

Spike went up to the room to avoid upsetting Willow. Spike walked down the hallway and as he neared the door that should be the room Angel had set up for Willow. He walked past  a door that stopped him in his tracks. He could tell from the smell that lingered around the hallway that his sire spent a lot of time in that room, brooding no doubt. And the next room was Willow's. Spike felt his anger rise to the surface. He didn't like the idea that his sire had placed Willow so close to his own room.

Spike entered his and Willow's room. He looked around the room not surprised to find two vases of flowers sitting on the dressers. He even noted that there were a few candles sitting here and there around the room. He felt his anger flare again. Somewhere in the back of his mind, Angel had been planning on seducing Willow. Spike knew he needed to keep his cool. If everything went well Willow would be in his arms in a very short time and Angel would be the one out in the cold for once. Spike just had to wait and he would be the one to reap the rewards this time. He wasn't very good at waiting so he went to take a shower. It would pass the time quicker and that was what he wanted.

When Willow found the room she could hear the shower running. She wanted to poke her head into the bathroom and let Spike know she was waiting for him, but as she was walking up to the bathroom door she heard the shower stop. So she pulled out her pajamas and went about getting her other stuff together instead.

Spike knew the moment he shut off the water that Willow was in their room. He could hear her heartbeat. He grabbed a towel and wrapped it around his waist. Time to find out what the Poof had wanted.

Willow turned as she heard the bathroom door open and her breath caught in her throat. Spike stood in the doorway with nothing but a towel wrapped around his waist. The water from the shower still clung to his body. Willow wasn't sure if he had done it on purpose. The moment she saw him her brain went to mush. She couldn't think of anything other than him.

"What did the Poof want?" He tried to keep his tone soft and neutral.

Willow knew he was talking to her, but for some reason she couldn't understand what he was saying. She was too busy starring at his chest wondering why he was talking and not kissing her.

Spike walked to Willow with a grace that had the redhead awestruck. He knew he was a work of art. His body was hard and lean. Angelus had told him this enough times for Spike to know that this what got him turned. It wasn't the first time Willow had seen him without a shirt, but it was the first time she had seen him without his shirt since they both had discovered that they had feelings for each one and other. He wanted to laugh out loud at the expression on her face. She was watching him like she had never seen anything more appetizing. Spike reached out and cupped her face, lifting her eyes to meet his gaze.

"Willow." It was the sound of her name that brought her out of her fog. Once Spike knew she was listening he continued. "What did Angel want?"

"He wanted something? Oh yeah, he wanted to tell me how he knew you better than I do and that you would hurt me." Willow's voice was soft. "But then I told him that it was none of his business and that there is nothing to worry about."

She knew she should tell Spike about the kiss, but she didn't want to upset him. It wasn't like it meant anything to her. Willow knew that if she wanted the night to continue on a happy note she had better not tell Spike what happened with Angel.

Spike watched her face as she spoke. She wasn't telling him something and that bothered him. "Why don't you go get a shower and we will talk when you get out."

Willow nodded her head, but when she went to move past Spike he reached out and pulled her pajamas out of her hand. "You won't be needing these when you come out."

Willow was about to protest but then just nodded and went to the bathroom. She hoped that her blush wasn't noticeable. She wanted to be with Spike, but the embarrassment factor always seemed to kick in whether she wanted it to or not.

As soon as Spike heard the shower start he looked for some place to hide her pajamas. As he did, he lit the few candles that were scattered around the room. It would help set the mood. Spike tucked the pajamas behind one of the dressers. She wouldn't be needing them anymore. Maybe if he got lucky she would leave them here.

When Spike had first entered the room he noticed two doors; one on the West wall and one on the East. Spike knew that the door on the West side was a closet because he had put his and Willow's stuff in to it. Once Spike had thought about it, he knew that the Eastern door had to lead to some place inside of the hotel. Spike would be willing to bet he knew exactly where it led. He walked to the door, testing the knob to see if it was locked and the knob turned easily in his hand so he pulled it open. As soon as he did his suspicions were confirmed. It smelled just like his sire. Spike felt the anger well up inside of him again. Angel had really planed on Willow coming here by herself. And he had given Willow a room with direct access to him.

Spike heard the shower stop and shut the door, making sure to lock it. He would show Angel. Spike walked over to the bed and dropped his towel. He couldn't believe the nerve of his sire. With one last look back at the door he slid under the covers of the bed and turned out the lights, leaving only the candles to light the room.  A sneer settled on Spike's face as he looked at the door that led to his sire's room. Come tomorrow, Angel would regret giving Willow the room next to his. Spike was going to make sure of that.

Willow knew that she was being silly, but she didn't want to walk out there in nothing but her towel. She was never very sure of herself. She leaned her head against the door and gathered her nerve. This was Spike, right? The one from the car. Hello? He had seen most all of her body as it is already. Then she remembered what he had said to her when he had seen her body in the car. He had told her that he had never seen anything more beautiful in all his days of wandering. She shook her head. She was being silly. Willow opened the bathroom door to find Spike waiting for her with the lights turned down low. He flipped back the covers on the bed revealing one half of his body to her. "Come here, luv. I think we have some unfinished business."

Willow wasn't sure if she could even move. He had taken the time to light a few candles around the room. And once the light in the bathroom was off he looked like a god as the candles cast a golden glow onto his skin in the dimly lit bedroom. His eyes bore into hers in a way she had never experienced before. Willow couldn't seem to take her eyes off the sight in front of her. She had known he would be perfect, but you don't know what perfection is until you see it in person.

"Luv, I won't bite." His voice was low and husky. He had thought she was masterpiece in human flesh in the car, but as she stood there, her skin still damp and slightly flushed from the shower, he knew he would never have enough of her. As she walked toward the bed Spike noticed the uncertainty in her body movement. She still had this innocence about her that had not faded with the years. He looked forward to many hours of showing her that she had nothing to be ashamed of. Once she was settled on the bed next to him he pulled her closer to him. "Unless you want me to that is." Before she had a chance to respond he kissed her deeply on the lips. Willow didn't know why the thought of him biting her made wetness pool between her legs. Then again, there was a lot of things about Spike that did that to her.

Spike tugged on Willow's towel as he turned her to him and deepened the kiss. He knew he should be angry. He could taste his sire on her lips, but somehow it only made his victory all the sweeter. The great Poof had made his move down in the lobby and still here Willow was in his arms. Spike knew he would be damned if this wasn't where she stayed.

She was like a fine wine. Her taste was something he had grown to crave in a short time. He wondered what the rest of her would taste the same. His fingers found one of her breasts. He ran them down along the bottom curve of it. He swallowed her hiss of pleasure.

His hands were cool against her heated flesh as they began to explore. Willow wanted to beg him to touch her. His touches seemed to cause a wisp of flame in her, and as he touched her he seemed to be leaving a trail of fire across her skin. She had never felt anything like it. Spike's hand drifted from her breast down across her stomach and Willow felt the fire on her skin spring to life inside her womb. Spike broke the kiss, giving Willow a chance to breathe. Willow gasped for air as Spike continued his path. He paused for a moment on her neck taking the time to  discover all the sweet spots. He wanted to take the time to know her better then he had ever known anyone else.

As Spike nibbled his way down her neck, loving the fact that every time he did something she liked her body would arch into his and she would rub her pert breasts against him. Her skin was soft and warm, so giving that it was hard to understand how he hadn't seen it before. She was as perfect as he had ever seen. She responded to his every touch in such a way that he felt he could do nothing wrong.

Spike rolled her onto her back as he kissed and nibbled his way down her collarbone. Her back arched as she felt his hard cock brush against her tummy, trapping it between their bodies. She wanted to tease him as much as he was teasing her. She surged upward to take control of their playing only to find his lips meeting hers and him forcing her back to rest against the pillows.

"I want you to stay here, just like this. If you need to, grab the headboard, but don't move again." His voice was a sensual purr as he told her what to do.

Willow felt her arousal heighten at the sound of his voice. She didn't think she could take much more of his teasing. As it was all she could think was what it would feel like to have him inside of her.

He cupped one of her breasts in his hand and his tongue flicked out to taste the protruding bud, his eyes never leaving hers. Willow's hand curled deeper into his hair as she tried to push his head closer. She wanted him to consume her. He felt her body tense as she waited for him to keep teasing her. So he took the whole nipple in his mouth and sucked as hard as his finger found her other breast and begin to tease its nipple into a taunt bud.

The startling change in his motions caused Willow to moan low and deep in her throat and buck her hips. Once Willow shifted her position Spike's cock was rubbing against her opening and she began to move against his cock hoping to get the needed friction.

Spike hissed in pleasure as he felt her juices coating his cock as it rested on the very edge of her opening. He knew she was ready, but he had never dreamt that she would be able to snap his control in one motion. Without another thought he buried himself inside of her welcoming depths.

Willow thrust up to meet his movement. She had to have him in this moment. It didn't matter what came next. She would always have this moment. Once he was buried inside of her Willow met his gaze and was taken aback by what she saw there.  His eyes were filled with lust, devotion and she even thought that she saw a little bit of awe mixed in.

Spike couldn't believe how tight and warm she was. He had never thought that he could burn from the inside out, but Willow stirred things in him that had been dead for a hundred plus years. Suddenly all the time he had spent chasing Buffy came back to haunt him. He had wasted time with her when he could have been finding heaven in Willow's arms.

He began to move inside of her. Her walls seemed to beg him to stay as they clenched in response to his every move. He never took his eyes away from her as he spoke.

"You feel like heaven," he huskily growled as he nipped at her pulse point. "Never has anything been so good. I have to have all of you."

Willow thought his voice was enough to make her wet when he was just talking about everyday things, but something happened when he was inside of her that added to the effect.

His lips and hands only seemed to push her further and harder toward her release.

"Please Spike," she panted.

"Tell me what you need and I will always give it to you," he whispered as he picked up speed. He needed to come. She was more than he had bargained for and it had been too long. His hand slid between them and he slid slow circles around her clit. He wanted to push her to lose control.

"You," was all she could get out before his fingers tweaked her clit and she exploded around him.

"Spike, oh goddess," was torn from her lips as she clenched down on his cock as her orgasm started to rip through her.

Spike felt her body teetering on the brink and when she peaked he felt her muscles clamp down on his cock as she pulled him deeper into her. He lost himself in the moment, she was too warm and tight. Spike buried his face in the crook of Willow's neck. She felt his face shift against her neck and turned her head to give him better access to her neck. Shaking his head against her neck as he called her name weakly was all he managed as his cool seed spilled into her waiting folds.

As soon as his spent limbs would hold him he moved to one side and pulled Willow up next to him. He reached up and brushed a damp strand of hair out of her face, giving her a chance to catch her breath. After a few moments Willow turned her head.

"Wow," she panted, a little confused. "That was . . ."

". . . just the start. We needed something to take the edge off." Spike smiled at Willow before capturing her mouth in a slow, smoldering kiss. Willow knew this was true. She also knew that meant that he wasn't ready to talk about her offer and why he hadn't wanted to bite her. She knew he could see the question burning in her eyes. She wouldn't push him; she knew he would come to her in his own time. But she hoped he knew that she would accept him no matter what. She would take him as a man and as a demon. She knew in her heart that there wasn't much of difference between Spike and his demon.

Once Spike broke the kiss he looked deep into her eyes. He knew that she understood that he wasn't ready to talk about why he hadn't bitten her, or even what biting her would mean. That was a conversation for another time. Now he just wanted to touch her. "I am going to make love to you a hundred different ways before the night is over. Come morning you won't even care if the world is ending." He slid down her body until he rested between her legs.

Spike knew she smelled good, now it was time to find out if she tasted as good. His tongue flicked out and licked at the juices that coated her thigh. She was beyond perfection. And the taste of their pervious love making on her was ambrosia. He cleaned her left thigh and then her right. He ran his fingers up along the outside of her lips and Willow shivered at the sensation.

"Spike, I don't know if I can take any more right now," Willow spoke as she raised her head from the pillow

"Trust me, luv. You can handle this and more." With that, he parted her nether lips and ran his tongue along her weeping core.

Willow's head fell back against the pillow as he continued to give attention to her over-sensitized flesh. She felt his tongue glide across her clit and moaned his name as she was pushed further into her sensual bliss.

Spike knew he had rushed the first time, but this time he would bring her the pleasure he had promised in the car. He slipped one finger into her core as he continued to circle her clit with his tongue.

Willow had never felt this much pleasure before. It seemed as though every time he touched her it brought her four times the pleasure she expected. She knew she would not be able to control her body even if she wanted to. His fingers were touching and seeking inside of her while his mouth seemed to know just what would keep her on the brink without letting her fall.

Spike added a third finger to her as his hand pumped in and out. Willow's body was shaking and jerking as it climbed higher and higher towards a spine-bending climax with each touch. Spike rubbed his finger against her anus as his fingers inside her cunt found her g-spot.

Willow screamed his name as his thumb pushed into her anus. Spike groaned as he felt her anal muscles clamp down on his thumb as she exploded around him. Spike knew before this night  was over he would be buried in her ass as he fingered her clit. It was just too tight for him to pass it up. He would have her in every way. She was his.

Willow felt like a damp sponge as she lay on the bed wrapped up in Spike's arms. Spike listened as her heart slowed and she drifted off to sleep. Spike smirked to himself. He would let her sleep for a few hours before he woke her. He still had so much he wanted to show her.

~~*~~*~~*~~*~~*~~*~~*~~

Angel knew he shouldn't. It would have been better if he had just  left the hotel. But instead he stood still at the door that separated their rooms. He knew it was invasion of privacy, but he was unable to turn away as Angelus gave him a blow by blow account of what was going on in there. The demon knew what was happening because it had imaged just this situation, except then it had been them, he and the demon, that was in there with Willow. Angelus knew how wonderful and talented Spike was and from the sounds of things Willow was a spitfire in bed. He could hear them just beyond the door and he longed to join them, to taste both their flesh, to be the one to cause the sounds that were coming from them both.

Maybe he had been wrong about their relationship. He knew he must have been because he just couldn't imagine Willow going to these extreme to pretend that she and Spike were together. But just now he didn't really care if it was made up or not. He wanted to be with them. To be free of all the things that were wrong and find only pleasure in this existence instead of worrying about his soul. Angel finally stepped away from the door when he heard Willow's soft snores.

~Part: 3~

It had been so dark in all of their lives lately he thought as he pulled out of his driveway. Things had not been going well. He knew that some of it was his fault and he was willing to accept his own mistakes, but he wouldn't let his pride stop him from doing what was best. He knew this had to be the right thing to do. After Willow and Spike had showed up he had started to think that maybe a little help from the right places was just what they needed. After all, who could complain if he brought back another fighter, someone else that knew how important their fight really was.  Wesley pulled his car onto the freeway leaving L.A. and the pending apocalypse behind him. He had already made up his mind. There was no turning back.

~~*~~*~~*~~*~~*~~*~~

Willow squeezed her eyes shut. She could feel sleep slipping from her and she wanted desperately to reclaim it. She had been having this wonderful dream. She and Spike were making love again and again. Once their physical needs had been sated, every inch of flesh had been touched and tasted. He held her in his arms. He said all the right things, making her mind swim with pretty, painted fancies. He told her of his devotion. How he would walk to the ends of the earth for her.

In one single night Spike had made her feel like a goddess. He had been the perfect lover, almost sensing what she needed before Willow herself even knew. He had made everything all about her. Willow had never had that in her short life. It was hard to understand; how a demon could make her feel like she was the most cerebrated thing in his life, and yet her friends, people that she had love all her life, had failed to do that. Willow felt sadness fill her heart. Too bad it had all been a dream.

Sure she could feel his arms around her, but the arms that held her offered comfort not passion and devotion. They were friends and that was all. But that wasn't enough for her suddenly; she refused to give up the pretense of the dream even knowing full well that she couldn't sleep forever. Reality was still insisting on her awakening and try as she might to fight the inevitable, her eyes were fluttering open. She fully expected to see her computer sitting on the desk across the room when she opened her eyes. Instead she found herself in a strange room. Willow went to sit up. As soon as she did she felt her body protest. It was so sore. Everything from the last 24 hours came crashing back. She felt heat rise up to flame her face in a rosy red.

Spike felt Willow bolt up in bed. He tried not to, but his body had a mind of its own and it stiffened, his demon let out a small growl of disapproval. He refused to think for a second that Willow might not want to be in his arms. The demon had wanted her and he had taken what they both wanted, no regrets. But just because that was the way a demon handled things didn't mean that was how Willow would handle them. Would she bolt from the bed? Did she regret what had happened between them? As he thought of the things they had done he felt his body stirring and groaned.

When Willow heard the growl she spun around in the bed. "Spike." And the rest of her words froze in her throat at the sight of him. When she had bolted up in bed she had pulled the sheet with her and there he lay in all his glory. As Willow looked at him she knew it hadn't  been a dream. She had done all those things with Spike and had loved every minute of it. Willow felt her face blush a deeper shade of red.

Spike didn't feel her move from the bed and then he scented her arousal filling the air. He knew she was staring at him, he could feel the heat of her gaze. Patience was never something he had possessed much of. He couldn't wait for her to make a move. He had to see what she was thinking.

He opened one eye. He saw her sitting there, the sheet pooled in her lap and her wide green eyes were staring at him. Every thought she was having danced through her eyes as she sat frozen. He could almost feel the heat radiating off her body as the blush spread across her face and down to her breasts. `She is picture perfect,' he thought. Spike wanted her more now then he had the night before. He knew she had consumed him; she was under his skin and had seeped into his stolen blood. He would never be able to let her go. She was fast becoming everything to him. He loved the glazed look that had filled her eyes as her body shook with pleasure. He loved all the little noises that she made as he touched her. All the things that made Willow seemed to be what he had been searching for all his unlife. So just to be sure she understood, he would remind her again of how much he wanted her.

Willow never saw him move. One minute she was about to pinch herself to make sure that it hadn't been a dream, the next thing she knew she was being pinned underneath the star of said dream. His lips captured hers and he seemed to breathe passion into her very core. Her arms wrapped around him and pulled him closer, inviting him to take all she had. She never wanted to let him go; had nothing that she wanted to hide from him.

With that thought she was reminded of the kiss from Angel. She knew that she would have to tell Spike about it or risk tainting her time with him. And since he made her feel things that no man, or woman for that matter, had ever been able to before, and she didn't want to lose that she would have to tell him soon.

That also served to remind her of her own question. Why hadn't he taken her offer to bite her? She had offered herself up to him, willingly and he had turned her down. She wasn't some stupid girl; she had done a lot of her own vampire research. She didn't know the true meaning of blood for a vampire, but she did know that the two went hand and hand. For Spike to have turned down her blatant acceptance of his demon puzzled her; she knew that, whether as a human or as a vampire, Spike had to live with a lot of rejection in his existence. He was making her mind whirl and that meant that she wouldn't stop until she had the answers she wanted. It seemed to Willow that she and Spike had a lot to talk about.

And they would do that just as soon as he finished what he was starting. As it was, he always managed to turn her brain to mush. She had never known what all-consuming passion was, but Spike was showing her. She was damned if one single moment was going to slip past her without her making the most of the feelings that he stirred in her. Even if that meant she had to live life from moment to moment, taking what she wanted like a thief in the night. She didn't care as long as when she was with him, and it always felt like this.

~~*~~*~~*~~*~~*~~*

Wesley sat there waiting for them to bring her in. He shifted uncomfortably in his metal chair. He knew he hadn't really thought this through, hadn't even told a soul what he was doing. But he did know they needed some big guns. And the only other one he could think of was just now being brought into the room, shackled.

"Well, to what do I owe this pleasure? Somebody die?" Faith said before Wesley had a chance to speak. She knew it wasn't a good thing if Wesley was here to see her. The last time she had seen her one time Watcher she had spent hours torturing him. She knew at the sight of him that something was wrong. After all she doubted that he had stopped by just to reminisce about the good old days.

"No one you know has died. I have come to move you to a more secure facility," he told her quickly. He was hopping that she would catch on and not blow his cover.

"Really, and what brought this on? I don't suppose it has anything to do with the rumors I have been hearing." Faith was sure that the reason he was there was because of what was happening in L.A. This was only the second visitor she had had in the last three years she had been in this hell hole. But as she looked as Wesley she could see the changes those three years had brought to the man in front of her. Just as she was willing to bet that he could see the changes the time had brought to her. Faith had come to find out, locked up inside of these walls, that she would rather be dead than hidden away when she knew that there was a fight brewing between good and evil. She would give just about anything for a new start. A chance to fight for what was right.

Wesley just nodded. "So then it is all true? I had my doubts when I got the word," she asked.

Faith had to smile when Wesley looked a little shocked that she knew even a small bit about what was going on in L.A. He had never thought that she would care enough to try and keep tabs on what was going on.

"Yes, it is true." Wesley noticed that the guard was watching them with a frown on his face. "I think it is time to get this show on the road." Wesley turned to the guard. "I trust that the paperwork is order. . . "

The guard just nodded his head and hit the button that unlocks the main doors. The guard wondered why only one man was sent after a wildcat like this one, but they seemed to know each other so he assumed that maybe the Fed knew what he was doing. Wesley grabbed Faith's shackles and led her out the door. Once they entered the parking lot he put Faith into the back seat of his car and climbed into the front seat. Faith didn't say a word until they had put the prison far behind them.

"Did you come because you need me?" she asked, careful to keep the emotion out of her voice.

"Yes, I am not sure what is coming, but I do know that I want to be on the winning side even if that means stacking the deck in our favor. I won't even pretend that this is about the lives of a million innocent people. Because I have a feeling that this is going to hit home and hit hard. Things have just been too rough for too long. I won't let evil win and WE are all that stands between this," he waved his hands around him to indicate what he was talking about, "and hell."

"Are you sure you want me?" she asked.

"Yes," Wesley stated with conviction.

Before she could even open her mouth to reply Wesley's cell phone rang. Faith watched his face in the rearview mirror. She knew without asking that it was bad news. Once he had hung up the cell Faith spoke, interrupting Wesley's thoughts. "Do you bring something for me to change into, `cause I'm thinking that something just went down. I'm kinda getting the idea that you might need a hand since you just hit 90 on the speedometer. And I am afraid that I might stick out like a sore thumb in this."

"There is a change of clothes for you in that bag on the floor. And yes, I might need a hand with this."

~~*~~*~~*~~*~~*~~*~~

Spike knew she was thinking as he held her in the afterglow of their lovemaking. He didn't have to see her face to know. He even knew what she was thinking about. He had hoped that their lovemaking would have been enough to slow her mind down, but he should have known better. Nothing slowed down his girl's mind. As he held Willow in his arms, her head resting on his shoulder he knew he would have to answer her.

"Spike, I was wondering. . ." Willow knew she just needed to ask him, but it was harder than she thought it was going to be. He had turned her down both times she had offered him a chance to bite her. She had to know why. "Whydidn'tyoubiteme?"

Her words came out in a rush but he didn't need to ask her to repeat herself; he knew what she had said. He just wasn't sure what his answer was going to be.

"Well luv, I guess most of it was about the chip. I'm not sure if I could bite you, even if I didn't mean you any harm. I don't know that it would let me. I often wondered if I could bite someone if they wanted me to. But if I were to bite you . . . " he reached out and cupped her chin forcing her to look at him. "You will never know how deeply it touches me that you would be willing to let me bite you."

"I could remove the chip. I am not sure how, but if I have enough power to end the world I must have enough power to remove the chip. I could try." Her words came out in a rush. She was so lost in the emotions that were swirling in his eyes.

"It isn't as simple as that. There is so much more to me biting you than just a bite mark. Do you know what it means for a vampire to bite a human that he doesn't mean to drain?"

Willow shook her head. She knew that biting and sex went hand and hand with a vampire, but she didn't know what it meant. She had offered her blood to him because she wanted him to know that, no matter what, she saw him for what he was and she accepted all that it took to make him into the man she shared her body with. And after the way he treated her the last few hours she wanted to give him something that showed him that she was capable of giving him what he needed.

"It would mean that we would be mated. I would have you forever. It would tie our lives together for the rest of time. As long as I am around, you would be here to keep me company. You might change slightly, but if I claim you the ageing process will stop and you will remain the same as the years fade away. You have to make that choice."

Spike paused for a moment. He needed to make sure that Willow understood the importance of what he was telling her. "I can't decided that for you in the heat of the moment.  I just didn't know if you wanted that. It is one thing for us to make love, but another for me to bite you without giving you time to make the choice that is right for you. I don't want force you into anything that you aren't ready for. I want you to take the time to make the right choice. Not just one you made in a moment of passion. This time I want to play for keeps. If you want to be mine forever then I am all for it, but I want you to know that I am not joking when I say forever."

Spike felt his heart swell at the sight of her smile. She understood and was willing to work this his way. He wanted her more then he could remember ever wanting anything or anyone. Sure he had felt this with Dru, but only until he had been injured returning her to her healthy self. The moment he had been hurt Dru had not done anything to help him heal. She had just wanted to have tea parties and bring him puppies. Then once Angelus had returned she had forgotten all about her childe.

He wouldn't make that mistake again. Spike wanted someone who could make him feel as good as he could make them feel. He knew it was Willow, but she had to come to him not the other way around. This time he was going to have what he had always wanted: an equal, someone who was with him because he was what they wanted. He had to beg his dark goddess for her healing blood. He would never beg again and that was all there was to it. Willow had already shown him that she was so much more by turning Angel down, but he had to have it all this time.

Willow knew it would take time to remove the chip, but once she had that out of the way she would be able to make her choice to be with Spike for however long he would have her. She also knew it was time to tell Spike about the kiss. If they even had the smallest chance of making things work between them she would have to be honest with him about anything and everything. Willow dropped her eyes to her hands as she began her confession.

"Spike, last night before I came up to our room Angel kissed me. Now please, don't be angry with me. I told him off, but I want things to work with us and in order for that to happen I need to be honest with you."

Spike couldn't hide his smile. She had told him the truth. She had chosen to tell him the truth, but to hear the words that followed were music to his ears. He knew now, regardless of what they came up against, that Willow was the one that he had been meant to find. And to have her confirm it with her actions was pure bliss.

"I know," he said.

Willow's head snapped up and she turned to look at him. "What do you mean you know?" she asked in shock.

"I knew the moment I kissed you. I could taste him on your lips. I chose to let you tell me when you were ready. I am taking all that I have learned in the last hundred years and trying it all on you. I want this to work as much as you do. I needed to let you come to me with this and now that you have I will deal with it." Spike could see the questions starting in her mind and he knew just how to put a stop to them. He leaned in and kissed her, stopping all thoughts for the time being.

~~*~~*~~*~~*~~*~~*~~

Wesley pulled up to the curb and parked the car. He knew that if Wolfram & Heart was being attacked from the inside they were going to have to sneak inside. He knew from his time with  Lilah that there were sewers underneath the building, so that was how he was planning on getting in.

Faith climbed out of the car and followed Wesley. It had been a long time since she had felt this feeling brewing inside of her. She hadn't seen or been apart of a real demon bashing party in a long time and she was jumping at the bit to get something started.

Wesley led Faith into the sewers and they began to make their way toward the underbelly of Wolfram & Hart.

Faith stepped into the water that flowed in the bottom of tunnel. "Tell me, why is it that we are here? And why we are sneaking in through the sewers?"

Wesley was surprised she hadn't asked him that as soon as they had exited the car. He was thankful that she hadn't asked him until now that had given him time to think of an answer.

"Well, it is like this. I have someone inside of Wolfram & Hart that called me to let me in on the fact that an uninvited guest is inside slaughtering everyone. This place is the center of all the evil activity in L.A. I need to know why something as evil as The Beast would go after this law firm."

"Did you ever think that maybe this Beast thing is trying to eliminate some of its competition?" Faith asked sarcastically.

"It is possible, but then why start with the biggest bully on the block? Why not start small and work your way up?" He shot back.

"Because Wolfram & Hart must have something that The Beast needs. Duh." She knew that he had baited her into giving him the answer he wanted and didn't like it. Just as he was about to say something more the Slayer saw something move in the tunnel ahead. She held her hands up to let Wesley know that she had seen something. She moved closer to him as to be not over heard. "Whatever it is, it's human."

Faith moved with slayer agility and slipped ahead of Wesley before he had a chance to respond. Whoever it was, they weren't doing much of a job of hiding. Faith could tell from the outline that whoever it was they were female and from the way they were walking they had been injured.

Faith could feel herself come alive as she slipped up on the woman. She didn't care what anybody had to say about being a slayer. She was a hunter and she had forgotten how good it felt to be out on the hunt. Even if what she was stalking was a human it still felt good to use her slayer powers.

Faith caught up to the woman with little to no effort. Grabbing the woman's arm Faith stopped her fleeing. The woman lashed out at Faith with her fist. Faith just batted the woman's hands down.

"Lilah?" Wesley asked from behind Faith.

Faith was surprised to find that Wesley knew this woman. She herself remembered the bitchy brunette as being one of the firm's people who had hired her to kill Angel several years ago. But the woman hadn't seemed like `the heart of gold' type. How and why did Wesley seem to know this woman? Faith would never have guess that this kind of woman was the type that Wesley went after.

She certainly didn't seem to be his type. Lilah felt Faith loosen her grip and jerked her arm loose. She then moved her gaze past Faith to Wesley. "The Beast is tearing Wolfram & Hart apart." Her voice was filled with panic.

"Do you know why?" Wesley asked.

Lilah just shook her head. "Connor is there. I saw him on my way out," Lilah admitted as she started to pull away from Wesley. She needed to keep moving. There was no telling what The Beast wanted and he could be on his way to kill her right now.

"Connor is in there?" Wesley asked, making sure he had heard her right.

Lilah nodded as she started backwards down the tunnel. "Yes, it seems he thinks that he and The Beast are connected . . . he wanted to know what I knew about it."

"Lilah, when you get out of here call Angel and let him know that Connor is here," Wesley told her right before she bolted.

"The Dark Avenger is already in there; seems that the son truly is like the father," Lilah yelled over her shoulder.

Before she was out of hearing range Wesley called after her. "Lilah, get out of L.A. You aren't safe here. Once you are settled give me a call and let me know that you are safe."

When Wesley turned his attention back to Faith, and the direction of Wolfram & Hart, the brunette muttered sarcastically, "The company you keep," and he pushed past her. It was only a few more twists in the tunnel before Wesley stopped and climbed a ladder.

Faith wasn't all that surprised to find that it led to an office on the first floor. As Wesley pulled open the door she could hear sounds of a battle. As they rounded a corner, they found Connor on the floor holding his side. Wesley went to him as Faith surveyed the damage. There were bodies everywhere. What ever this Beast was he could for sure kick some ass.

"Are you all right?" Wesley asked Connor as he helped him to his feet.

Connor jerked his arms from Wesley's grip. "I'm fine."

"No you're not. None of us are. There doesn't seem to be a way out. As soon as I broke down the front door to get out of here it sealed right back up. Now I can't even make a dent in it," Angel said as he joined the group.

"We came in by the sewers," Faith said.

"No, I don't think that it will matter; there isn't going to be a way out of here now. Lilah must have activated the lock down before she left. Wolfram & Hart has more magic protecting it than you could even begin to imagine," Wesley stated.

Angel nodded his agreement.  Angel was about to mention the white room when Faith spoke up. "Son of a bitch. We need to think of something and think of it now. The dead bodies are moving."

Wesley looked at the bodies that lay around the group, then at Angel. "She has a good point."

"The white room. Follow me." Angel turned and started toward the stairs with the others in tow.

One of the zombies grabbed at Faith's arm and just as she was about to rip the arm off the zombie she felt it being jerked away from her. She turned to find Conner standing behind her with a sheepish smile on his face.

Faith smiled at him. "Thanks, but I can take care of myself," she said as she punched another zombie in the face. Once they were in the stairwell Angel blocked the door and they all made the dash up the stairs. Once they reached the landing they were looking for, Angel jerked the door open. As Faith passed him he asked, "Early parole, Faith?"

"You could say that. I heard that maybe you might be in need of my help," she replied.

"I went and got her," Wesley said as they entered the elevator on a less crowded floor. "I thought we could use some extra help."

"And how did you know to be here, Wesley? I would assume that Lilah didn't call you for help. No wait . . . we'll talk about this when we have more time."

Once everyone was inside of the elevator Angel began to pushing the buttons in the correct order so the button that would take them to the white room would appear. He had only done this once, but he was sure he remembered it right. He had to, this was the only chance to get all of them to safety. When the large button finally appeared above the other floor buttons Angel nodded and pressed.

The elevator doors slid open just in time for those inside to see The Beast hovering over the little girl that Angel recognized as the same creature he had spoken with the other time he had been in this room. The girl struggled in The Beast's clutches as it sucked some inky black stuff from her chest. Angel moved toward the girl, causing The Beast to look up at him. Angel could have sworn that he saw recognition in The Beast's eyes as they stared a hole in him.

Angel wasn't sure what he could do to help, or that he even should - she was a whole lot of evil wrapped up in a little girl package. He had fought the Beast before and knew that if he didn't do something quickly the girl would be dead and unable to help them. The girl was between him and The Beast, hanging limply in the arms of death, her blank eyes just starring at Angel. Angel could see her lips moving. She was trying to tell him something.

"The answer is among you," she whispered. If it hadn't been for his vampire hearing he would have missed it as he and the rest of the group were swallowed by a white light. Angel knew that the girl would be able to do something to help them as he felt his knees hit the ground and his head start to swim. He tried to register his surroundings after the light began to fade and he knew he was back in the hotel. He looked around to make sure everyone was with him before collapsing to the floor.

~~*~~*~~*~~*~~*~~*~~

Willow had closed her eyes to shield them from the light that suddenly had burst into the room. She knew it was a powerful magic. She could feel it caressing her skin as it filled the room. And then it was gone, leaving behind the small group that had appeared with the light. In the next moment, the hotel came alive with sound as those present began seeing to the ones that had been dropped by the light.

Willow, Spike, Fred and Gunn had been running over some more ideas when the light flashed in the room, dropping the others in their mists. Just as soon as the others had been cared for the lobby doors burst open and Cordelia came running in. She made a beeline for Connor. Spike had been looking after the boy and didn't see Cordelia until it was too late. He stood and went to call for Willow, but instead he and Cordelia collided and he ended up knocking the brunette to the floor with his shoulder.

"Ow," Cordelia said as she shot a dirty look at the blonde vampire while picking herself up off the ground.

"Watch where you are going, you daft bint," he growled.

Willow watched the exchange from across the room. She noticed that Spike's chip didn't fire. He may not have meant to hurt Cordelia, but he had and his chip should have fired. Willow had seen his chip fire in the past for the same type of thing. Spike didn't even seem to notice the fact that he didn't get a blinding headache from the whole thing. Willow knew she needed to get Spike alone and talk to him about what had happened. Something wasn't right here and she was going to find out what. She felt Angel sit up on the couch and lean around her to see Connor and Cordelia.

Spike watched his sire as Angel watched Cordelia. Spike knew the heartache that filled Angel's eyes all too well. He was in love with Cordelia. Now he understood a little better what had been going on when he and Willow had arrived. Cordelia had gone after Connor, and in the process she had broken Angel's heart. Spike felt sympathy spread through him as he watched his sire. He shook his head to clear his thoughts.

All of this was starting to make more sense to him and Spike found himself getting angrier with each moment that passed. The revelation of his sire being in love with the cheerleader made the kiss his sire had shared with his witch even more stranger. What the hell was going on here? Spike didn't care how much pain his sire was in. The bastard got whatever he deserved as far as the blonde vampire was concerned, but that still left a puzzle in need of solving. Spike had to smile. After all of his years with Dru he was good at puzzles.

Willow waited until everyone in the room was checked out and recovered from their sudden arrival into the lobby of the hotel. "Okay, anyone want to tell the rest of us what just happened?"

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