* * *

      Willow contemplated the nude vampire standing before
her, her mouth suddenly going dry. She licked her lips
slowly, her eyes wandering over every inch of his pale
hard flesh, her breaths coming hard and shallow. She
had beaten him at strip poker - he was absolutely nude
and she had only lost her shirt. Could she really do
this?

      "So what now, Red?" Spike asked again, trying to hide
his amusement at the pure lust in her eyes. He could
smell the scent of her arousal in the air and knew
without a doubt that she was already sopping wet for
him. He felt his cock throb with desire at the thought
of slipping into her warm wetness. She was still
staring at him.

      The vampire drew in an unneeded breath as the young
woman began to walk towards him, her green eyes never
leaving his. Warm fingers bridged the short distance
between them, running lightly over his chest. He
longed to grab her then, ravage her, make her scream
his name. But she deserved better than that. If this
was finally it, he wanted it to be everything she ever
dreamed of.

      His chest was hard and cool, a nice contrast to her
skin. Willow massaged her hands over the cool flesh,
kneading it slightly with her fingers. She stepped
closer to him, taking his lips with hers. The kiss was
only meant to be brief, teasing, but it deepened
almost unconsciously. Their tongues met, cold and warm
merging together with a passion that left her
breathless.

      Her hands strayed down his chest, fingernails
scraping gently over his hard nipples. Encouraged by
the small moan of pleasure she received, the red head
gently pinched them, rolling each one between her
fingers. He moaned again and she repeated the action,
pinching hard enough to cause a little pain.

      Spike felt like he was going to explode from just her
kisses and small touches. He reached between them to
capture her hands in his, pulling them away from the
torment she was inflicting on his pale nipples. He
pulled her flush against him, his cock pressed against
the smooth skin of her stomach. He growled softly, his
tongue slipping deeper into her mouth as he ran his
hands along the warmth of her back.

      She moaned, pressing herself even further
against him. Her breath quickened as his cock rubbed
against her bare skin. It was so cold, like a popsicle
rubbing her skin and she wondered what it was going to
feel like when he slid it inside of her. She sighed
into his mouth. Hesitant fingers carressed her back,
playing with the clasp on her bra almost as if
questioning her.

      Stepping back from the vampire she reached behind he
to unhook her bra, letting it fall to the floor in a
small bundle of green satin. Her nipples tightened in
the cool air, a faint blush spreading across her
cheeks when he simply stared at her. Was he starting
to rethink this?

      Spike was mesmerized by the sight of the pale goddess
in front of him. With a nervousness he thought he had
rid himself of a hundred years prior he closed the
distance between them, his cool hands trailing lightly
up her stomach to cup her beasts. She gasped as he
slowly rolled her nipples between his thumb and
forefinger, teasing them the same way she had done to
him only moments before. His lips sought hers, gently
kneading her breasts. They were perfect, fitting
neatly into his hands.

      Warming lips left her mouth, sucking and kissing down
the tender length of her throat. His tongue darted
over her pulse, gently drawing the skin into his
mouth. She thought briefly on what Angel had once said
about a vampire's bite being part of sex and felt
herself become even more aroused. But Spike didn't
bite down, merely sucking on the skin before
continuing on his slow path down her neck and to her
chest. His teeth nipped lightly at one of her rose
colored nipples, taking the hard bud between his
teeth. Strong jaws suckled gently on first one, then
the other, his hands never stopping in their
continuous motions on her back.

      When finally his lips left her breasts she was
panting with arousal, her entire body aching to have
him inside of her. But she wanted to take things
slowly. With a smile she pushed him onto the couch,
coming to stand in front of him. She guided his hand
to the clasp on her jeans, encouraging him to take the
next step. He unfasted the button, unzipping the cloth
to reveal panties that matched the already discarded
bra. He groaned with anticipation, the fingers of one
hand gently caressing her sex through the cloth as he
slowly freed her from the encumbering jeans with the
other.

      Willow watched him through passion glazed eyes as he
removed her jeans. She groaned with pleasure as his
fingers rubbed gently over her panties, slipping
between her thighs to the pool of wetness she knew was
there. She stepped obligingly out of the pool of denim
at her feet, feeling her heart beat unbelievably
faster as he placed his moist fingers in his mouth,
sucking her juices from them. Blue eyes never left
hers as he lowered his head, gently rubbing against
the moist satin of her panties. She felt the cloth
being pushed aside and suddently his tongue was on
her, lapping at her sex with an almost teasing stroke.

      "Spike..." She moaned, her fingers twining in his
hair. He pulled back, a mischievious glint in his eye.
With little more than a flick of his wrist he had
ripped the underwear from her body. Then his tongue
was back, his hands gently parting her warm folds to
expose her clit, his tongue gently flickering over the
swollen cleft. She felt her legs begin to give out,
thankful when his strong arms captured her, picking
her up and laying her on the couch in one smooth
motion.  She leaned up against the armrest, wanting to
see every little thing he did to her.

      Spike met her eyes with his own as he teased her clit
with his tongue, biting it softly with his teeth as he
slowly inserted first one finger and then another into
her burning core. She was moaning almost nonstop now,
as his skilled fingers and tongue worked to bring her
closer and closer. He watched her chest rise and fall,
a slight sheen of sweat covering her enflamed body.

      "Spike!" Willow cried, arching up into his touches as
her body shuddered with release. She felt herself gasp
as his fingers continued to move, coaxing every last
drop of pleasure from the oragasm.

      Removing his fingers from her, Spike gently slid up
along her sweat covered body, his erection rubbing
against the inside of her thighs. He lowered his mouth
to hers, letting her taste herself on his lips. The
head of his cock gently pushed at her entrance,
teasing her body as he slowly entered her, inch by
inch. With a moan of impatience she thrust her hips
up, taking his entire length in one motion. "Pet!" He
moaned, half in shock, half in pleasure. He had wanted
to take this slow, but there would be time for that
later.

      With a moan, the vampire began to rock in and out of
her heat, kissing and nibbling at her lips as he lost
himself in the pleasurable sensation of being inside
her. She was moaning beneath him, her nails scratching
his back hard, drawing small rivulets of blood.  She
gasped slightly, her hand coming up to his face and he
realized he had lost his human mask, the demon showing
in all its glory. He stopped in mid thrust, unsure of
himself suddenly. Could she accept this part of him?

      Willow groaned in frustration when his movements
ceased. "Its ok. Be yourself." She pulled his head
down to hers, her lips capturing his in a bruising
kiss. She felt him sigh in relief and his thrusts
began again, harder than before. She cried out, her
body beginning to work its way toward her second
orgasm of the evening.

      Spike shifted his weight to one arm, reaching between
their bodies to rub her clit. She began to whimper,
something he had learned from earlier was a sign of
her iminent release. For the second time that evening
she came, screaming his name into the otherwise
quietness of the apartment. He felt himself begin to
follow her over the edge as the tight muscles of her
body shuddered from her release.

      Willow saw the look in Spike's eyes and knew he was
going to cum. He was still wearing his game face and
Angel's words once again came back to her. With no
further thought she tilted her head to the side,
exposing her neck to the blonde.

      Even if he hadn't been about to cum, Spike would have
found release at the simple act of trust the woman
underneath him had just presented to him. With a moan
he shot his seed deep inside of her, his teeth sinking
into the soft flesh of her neck.

      Willow moaned as another wave of pleasure hit her.
Her hands clutched at the blonde's head as he suckled
gently at her neck. She could almost feel the tension
drain from his body as he came. His tongue licked over
the bite mark, wiping away a few stray drops of blood.

      "I love you, pet." Spike murmured, starting to rain
tiny kisses down her face and neck. She felt him grow
hard again within her. It was going to be a long
weekend.

      "I love you, too." She smiled. "But can we move this
to the bedroom?"
 

next