AUTHOR: Just Jessie 74 (Just_Jessie_74@yahoo.com)

RATING: NC-17 (eventually)

DISCLAIMER: I own none, Joss Whedon, WB, Fox, Mutant Enemy (Grr, Arg!) own them all. I promise to put them back when I'm done playing with them (Oh how I love to play!). These are my own ideas and do not necessarily represent any actual story lines (How about it Joss?).

FEEDBACK: Yes! Please! It definitely speeds the whole writing process up. Just e-mail me at: Just_Jessie_74@yahoo.com

SPOILERS: General season 4. In my world Tara does not exist and Spike has an apartment not a crypt.

SUMMARY: Willow wants lessons. Spike helps her out.

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Chapter 1

Willow sighed as she watched Buffy beat the shit out of three vampires at once. She popped another goldfish cracker into her mouth as she watched in amazement and wonder mixed with not just a little bit of envy. Buffy dusted off her jeans as she walked over to the headstone Willow was perched on. "I really missed this, you know?" she said.

Willow offered her some crackers. "What?"

Willow hopped down and the two walked together through the streets of down town Sunnydale. Buffy explained, "You know, you coming with me on patrol. I know I got a little… well, let's just say that I know I pushed you away with the whole Riley thing. I'm really sorry about that Will."

Willow smiled, "Thanks Buffy. But I think I'm a little at fault too… somehow I'm sure. More goldfish?"

They talked and laughed like old times back to Willow's house. She had decided to take up residence there while school was out. She really couldn't afford off campus housing during the summer months and her parents were happy to have someone watch the house while they were in Maine. "You wanna come in?" Willow asked Buffy.

"Nah, I'm gonna do one last sweep before turning in. Promised Mom I would do a whole-day-thing with her tomorrow and she gets up early. I'll talk to you tomorrow night."

Willow waved as she watched her friend walk away. She sighed again and turned to the locked door, fumbling for her keys at the bottom of her large bag.

"You know, I could have killed you by now if it weren't for this bloody chip in my head."

Willow jumped when she heard his voice and nearly bumped right into him when she turned. "Dammit Spike! Don't do that! You scared me half to death."

Spike rolled his eyes. "You'd think, hanging around the slayer for 4 years you would have picked up some awareness. You didn't even know I was right behind you."

Willow pouted, "Hey! I'll have you know that I've killed quite a few vampires in my day!"

Spike laughed, "Oh please! Spare me!"

Willow placed her fists on her hips and stomped her foot. "I have! I don't need Buffy to babysit me! I can wield a stake too you know!"

Spike straightened for a moment and smiled crookedly. In an instant he had swept Willow's legs out from under her and she landed on her ass with a thump. "OW!" She got up and threw random punches at Spike who blocked each one expertly as he laughed. "You goddamn! Stupid! Vampire!"

Spike continued to laugh until one of Willow's punches actually caught him in the kidney. He grabbed her wrists and pushed her up against the door. Only then did he notice that she had begun to cry. He let go of her immediately. "Aw come on now luv, I was only fooling around." He watched as she sunk to the ground and perched her chin on her knees. Spike shifted his weight, she wasn't supposed to cry! "Hey! You can float a mean pencil when you want to." He consoled.

Willow shook her head. "No, you're right Spike. I'm not good for anything. I can't fight anything, my magic always gets fucked up… I'm not good for anything. That's why Buffy didn't want me to patrol with her this year. I'm more trouble than it's worth."

Spike sighed and squatted down in front of her. "Now Red, you don't mean that."

Willow looked up at him; "It's true! What the hell am I good for? A botched spell? I can't even fight! I don't even have anyone… you know, to hang out with. I mean, when Buffy started hanging around Riley, suddenly I found myself with absolutely no one to hang out with! What can I possibly do with my life? I know what goes bump in the night, hell I'm talking to one now! But I can't fight it! So I stay as close as possible to the slayer in hopes that I won't get myself killed. I'm useless." She said defeated.

"Oh shut up!" Spike yelled at her. "Stop feeling so bloody sorry for yourself and do something about it. Learn to fight!"

"Spike, haven't you been listening? I can't fight for beans."

"So go take one of those karate classes you see all over the place. You know, get yourself some training."

"With what? My good looks? Have you noticed that I don't have a job? I can't afford to take karate lessons." Willow sighed heavily.

Spike shrugged his shoulders and stood. "Well, I tried. All this consoling is making me a tad sick. Sorry you feel so sorry for yourself Red." He turned to go.

Willow stood suddenly, "Unless…" Spike turned and lit a cigarette. Willow smiled, "Unless someone else can teach me. Someone who really knows how to fight, especially against demons…"

"I don't think the slayer would be a good teacher for you luv."

"No, someone who's a bit older, who has experience showing others the ropes…"

"Now you're thinking pet, ask the watcher, after all, he taught Bitchy a thing or two."

Willow took two steps toward Spike. "No, I was thinking of someone who's been around the block, oh say, 126 times or so."

Realization dawned on the vampire and he put up his hands and shook his head vehemently. "No. Oh no. Not me Red. I can't teach you."

"But who better to teach me how to fight demons than someone who is a demon?"

"Forget it Red. I'm not your guy for the job." Spike started to walk away.

Willow softened, "Oh, I get it, sorry." She turned to unlock the door.

Spike turned. "About what?"

"I didn't realize that you weren't that you felt that insecure about your fighting. Really, I'm sorry to bring it up." Willow casually opened the door and stepped inside leaving the door open behind her.

"Here now, what the bloody hell does that mean?" Spike walked up to the invisible barrier. "I'm the best damn fighter you've ever seen little girl and you'd do well to remember that."

Willow plopped herself on the couch and turned on the TV, "Spike would you come in already, and shut the door behind you please."

He went to Willow and stood in front of the TV blocking her view. She moved her head to compensate. "Spike, you're kinda in my way here. Look don't worry about it, everyone has something that they're not good at. It's part of being human."

"I'm not human!" Spike yelled. He grabbed the remote from her and shut off the TV to gain her attention. "Fine! I'll show you, I'll make you such a good fighter that you'll be able to kick even the slayer's ass. Stand up, class is in session."

Willow did as she was told. She smiled to herself, that was easy, she thought.

"Right, first things first, let's take a look at your stance." Spike waited.

"My what?"

He sighed, "You're stance, you know, how you stand in preparation for the fight." He slumped his shoulders, this was going to be harder than he thought. "Look Red, if you think I'm gonna come at you and start a fight, how do you get ready?"

"Well, usually I just kinda hide in the background and let Buffy take care of it."

"Bloody hell woman! Buffy isn't here, is she? Okay, face forward and bring your right foot slightly back, not that far! Get comfortable. There, that's better. Now, position your hands the same way, left one forward and right one up by your chin. Lower it a little. There! That's perfect."

Willow stood perfectly still as Spike inspected her stance. He seemed pleased and then told her to stand straight again. Then get back in her stance. She practiced this a few times until she was able to do it quickly and effortlessly.

"Okay, now let's see how you punch." Spike held up his palms in front of her. "Go ahead, throw some punches."

Willow got in her stance and swung a fist at his hand. "No," he said, "Really punch it." She swung again. "Come on Red, throw a real punch, like you're trying to hurt me."

"That is my real punch!" She said frustrated.

"Well, first of all, this isn't bloody baseball, throw your punches from here," He pushed her elbow in so it was tight against her ribs. "Not from out here." He pulled her arm out away from her body. He placed her elbow in again. "You get more power when it comes from close to your own body. Let me see you make a fist." Spike adjusted the positions of her fingers so that her fist was tightly wound. "There now, let's try this again. Throw some punches."

Willow tightened her fists and began punching Spike's palms. She started out slowly; concentrating on the position of her stance as well as her arms and fingers. After about a minute or so she gathered a good rhythm and found Spike looking back at her obviously pleased. She stopped and smiled back at him. "How am I doing?"

"Not bad Red, not bad. Okay, the next punch you need to know is a back-fist punch." He demonstrated it for her and waited while she attempted it. "Wait a minute. Here, bring you fist up from your waist to your face in a circular motion, your hitting with these knuckles. Now, practice that for a minute."

Willow did as she was told. "Why would I use a punch like this?" She asked as she practiced.

Spike rolled his eyes at the question. "Because Red, if someone comes up behind you," he moved behind her and she stopped tossing punches and stood still. "And pulled you around by your shoulder," He yanked her right shoulder toward him and Willow came around already casting a back-fist punch at Spike's face. He blocked it; "That's when you would use it." They both smiled.

Willow continued to practice both punches for another five minutes, her confidence building with every second that passed. "Good job Red." Spike said pleased. "Now the next strike is…"

"Wait, there's more? Hold on, I'll be right back." Willow ran up the stairs.

"Where are you going?"

She came bounding excitedly down the steps carrying a notebook. "Okay, now I'm ready."

"What the bloody hell is that for?"

"Look, if you're going to show me more than two things tonight then I'll need to write them down." She scribbled in the notebook and then stood facing Spike. "Okay Teach, what's next?"

Spike cocked one eyebrow at her. "Don't call me Teach. Okay, get in your stance. Good. Next is the palm blow, like this." Spike nodded as she imitated his model. "Now, this little strike is used to tear the skin right off of the git's cheek, that's why you rotate inward a bit."

"Eww." Willow wrinkled her nose.

"You won't be saying eww when you stop some guy from tearing your throat out."

"Sorry." Willow said as she continued to practice the new punch.

"Okay, the last punch for the night is a knuckle punch. Now, put your finger like this." He bent her index finger so that the knuckle stuck out and positioned her thumb right behind it to hold it in place. "Now, when you throw this one you make your hand snap like a whip at the end. Aim right under the eye and you'll break that bone under the socket."

"Again, eww" she smiled as she said it and performed several reps before she wrote it in her book.

"Right," Spike said, "Let's take a look at your kicks. Now, the first kick you need to learn is what's called a front snapping kick. It's simple, just bring your knee up and snap out your foot really fast."

Willow followed his instructions and cried out when he grabbed her foot in mid-air and held it. She hopped in place to get her balance. "Hey!"

Spike took off her sandal and frowned at her pointed toes. "If you keep your toes like that you'll break them. Pull them back, this is where you're making contact." He rubbed the ball of her foot with his thumb. Willow's breath caught in her chest as pleasurable sensations went through her body at his touch. He tugged at her leg and smiled mischievously, "You also need to work on your balance. It'll do you no good if you go to kick someone and then fall on your ass in the process." He let go of her foot and watched as she did 30 reps of front snapping kicks.

Willow stopped, out of breath, "Wow, I never realized how out of shape I was." She wrote down the new kick into her notebook and then looked up at Spike. "Now what?"

"More kicks." Spike showed her a series of side kicks, straight back kicks and crescent kicks.

Two hours later she plopped herself on the couch exhausted. "I'm pooped!" she said.

Spike sat next to her. "You did good pet, you learned a few punches, a few kicks and a few blocks. You're not ready to patrol on your own but at least you'll be able to knock off any college kid's block for now." He smiled and placed his hand on her knee.

Willow looked down at his hand and then into his blue eyes. Her heart skipped a beat, "Um, it's getting kinda late and I really better get into the shower and then I'm gonna hit the sac. Thanks for showing me that stuff. I really appreciate it."

Spike stood, smirking at her uncomfortableness. "Right, well, I'm off then." He headed for the door.

"Spike?" Willow watched him turn as he shrugged on his duster; "Will you come back tomorrow? Y'know, to show me some new stuff?"

Spike smiled and nodded before he left, closing the door behind him. Willow smiled and went upstairs to run a hot bath. She hummed as she thought about her new instructor.
 

Chapter 2

Willow walked steadily through the graveyard being sure to look not only to both sides but also up and down as she roamed. She patted
the stake in her pocket for confidence and wasn't all that surprised when a vampire jumped out from behind the bushes, game face affront.
Willow immediately got into her fighting stance and mentally prepared for the fight. The demon ran at her growling and she sidestepped
to the left, kicking him in the back as he went passed her. He turned around angrily and advanced once again, this time knocking her
down. She got up shakily and the demon grabbed her from behind in a bear hug, pinning her arms to her sides. Willow inhaled deeply as
she raised her arms up, expanding her chest and creating a pocket of space. She dropped her left shoulder and pinned the vampire's arms
to her chest with her right hand. The demon slumped over her left shoulder as a result and Willow bottom fisted him to the groin and then
brought her back-fist up to his face sending him reeling ba ckwards. She tore the stake out of her pocket and prepared for the next assault.
He came at her this time throwing punches. She blocked a blow with her left forearm and attempted a vertical strike with her right. The
vamp saw it coming and blocked it, then kicked her in the stomach sending her flat on her back. She lay there helpless, desperately
trying to intake some of the air that was forced from her lungs from the powerful blow. The demon straddled her waist, pinning her arms
into the ground with his knees. He bore his fangs and bent down to her throat. Willow finally found the air to scream when suddenly she
was covered with dust. She looked up at Spike, who glared down at her with disappointment. He put his stake into the pocket of his
duster. She dusted herself off as she stood.

"What did you do wrong?" He demanded.

"I should have given him a palm blow with my left when I blocked instead of striking with my right." She studied the dirt under her feet
and shifted her weight. "My blocks in general weren't very good."

Spike was proud of his little student. In two weeks she had become quite the fighter but she still made little mistakes. Her blocks were
definitely her weak point. He watched as she stuck out her bottom lip, unconscious of the motion, and he felt an immediate and urgent
need to suck on it. "You did well pet. Two weeks ago he would've drained you dry in a second. You just need some more practice actually
fighting." He paused. "Get in your stance." He ordered.

"What?" Willow asked just as Spike threw a punch at her. She blocked it immediately and took two steps back to gain some space between
them.

They began sparring wildly, throwing strikes at each other, Spike's never coming into contact with Willow. She tried her hardest to get at
him but he blocked every one of her attempts. She roundhoused him, catching him off guard and kicking him in the face. He faltered
slightly but smiled at her success. He nodded to her to let her know it was all right and advanced on her. She blocked every one of his
punches and kicks but he continued to force her back until she came flat up against a large mausoleum. She threw two punches at him.
Spike caught each one in his hand and pressed his body flush against hers. He felt her heart racing and her breathing become ragged.
She focused her eyes on his, demanding him to make a move. He kissed her forcibly, thrusting his cool tongue into her hot mouth. She
wrapped her arms around his neck and brought her right knee up and pressed it against his back. His hands roamed up her shirt and
cupped her breasts before going around to her back and unfastening the c lasp.

Willow tore at Spike's black T-shirt until it was out of his pants and scraped her fingers up to his chest. She felt his muscles tighten under
her movements and groaned when he pressed his erection into her. "Spike." She breathed, "What if another vampire comes?"

"Don't worry," He said, "No one will disturb a master vampire." He shrugged off his duster and tore off both of his shirts then watched as
Willow lifted hers up and over her head, letting her bra fall to her feet. Spike caressed her breasts tenderly before capturing her mouth in a
searing kiss. He felt Willow fumbling over his button fly and helped her release his marble cock. Willow ran her hand down the length of
him wondering somewhere in the back of her mind if it would hurt, knowing that she really didn't care one way or the other. Her
adrenaline was running rampant and her body screamed for his touch. Spike spread out his duster and lay Willow atop it and then pulled
down her shorts. He noticed the red curls peeking out from under her white cotton panties and moaned deep in his throat. After
discarding his black jeans, he crawled up her body, raining kisses up her legs. The smell of her arousal intoxicated him. He licked her
inner thigh, letting his cool tongue trave l up to her wet panties. He felt her fingers grab his hair and he smiled as she shuddered
underneath him. He pulled the cotton barrier off and delved into her center. She writhed beneath him, crying out as he suckled on her
clit. Spike could feel the tension building in her. He thrust his tongue into her passage as he worried her clit with his thumb. Willow
bucked her hips into him as she came, calling out his name into the night.

Spike crawled up her body and kissed her deeply, sharing the taste of her. He positioned himself outside of her entrance and slowly
entered her, allowing her to adjust to his size. Spike groaned at her hot tightness. It had been so long since he had had a human lover that
he had forgotten their very warmth. He thrust into her rhythmically, his climax building to the breaking point. He quickened his pace and
found her swollen clit, pinching it in time with his movements. He felt her walls spasm and came at once, breathing her name into her
ear.

Willow heard him say her name and tightened her grip around him. He had made her cum twice. That was more than she thought she had
ever had with Oz, at least none as intense as the two Spike had just given her. Her breathing slowed to that of an almost normal pace. She
felt Spike pull out of her before rolling to his back, pulling her with him. She tugged his duster out and draped it over them. She looked at
him playfully, "I didn't know I asked for those kinds of lessons."

He laughed at her comment. "It's part of the payment plan."
 

Chapter 3

Willow walked up to the door and knocked. Giles opened it, "Come in Willow." He said, closing the door behind her.

She spotted Spike sitting on the stairs and felt a heat wash over her. It had been 3 days since their escapade in the cemetery and neither had spoken of it since; rather, they had simply continued the fighting lessons almost as if nothing had happened. The sexual tension was thick between them but Willow found herself not knowing what to do about it. She had never had to pursue anyone before and it threw her off. Spike never made another move so Willow had simply waited. She averted his lustful gaze and joined Xander on the couch. "So what's up?"

Buffy entered from the kitchen holding a can of soda. "New family of vamps in town. I had a run in with them last night and let me tell you, they are strong. I got a very old-like sense from them."

"A what?" Spike asked from his perch.

"Y'know, like they've been around awhile. I definitely don't think they are new vamps, just new to the area."

Willow nodded, "So they're out for the whole take over Sunnydale thing huh?"

"Looks it." Buffy answered. "I keep getting flashbacks." She spat the last word out in Spike's general direction and never noticed the glare she received from Willow.

Spike smiled evilly, "Well, maybe these wankers will have better luck than I ever did."

Buffy put her fists on her hips; "You know, if you're not here to help then why are you here?"

Willow stood at his defense. "Hey! That's not fair, Spike has helped us often enough this year that he deserves a little more respect."

Buffy stared at her friend, "Wills, he's still a vampire and don't think for a second that he wouldn't kill all of us if it weren't for the implant. He doesn't help because he wants to he helps because there's just nothing else for him to do."

Spike stood between the two girls, facing Buffy, "Here now, don't get your panties in a bunch Slayer. If you don't want my help then just say it and I'll be on my way."

"Fine," she seethed, "Go, we don't need you."

Spike stormed out of the apartment, slamming the door behind him.

"What the hell crawled up your ass?!" Willow screamed at Buffy. "You know, I am sick and tired of you thinking that you're all high and mighty just because you're the slayer! Well, you know what? We're good for more than just research, right Xander?"

"Well… um… actually…" he stammered.

"Willow," Buffy said, "What is wrong with you."

Willow screamed in frustration. "I am so out of here. Fight the damn vamps by yourself." She fled the apartment angrily and slammed the door.

"What just happened?" Xander asked the stunned group.

"Looks to me like Willow is tired of following your orders Buffy." Said Giles as he started up the stairs. "And by the way, I happen to like Spike. Lock the door on your way out." He slammed the door to his bedroom as he entered it.

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Willow ran down the street after Spike. She caught up to him quickly, knowing that he allowed her to. "Hey, wait up." She said when he quickened his pace. She pulled on his arm when he ignored her. "Spike!

"What?" he demanded. "I think your keeper is calling you."

"Buffy is not my keeper. Hello? Did you not notice that I left right after you?"

Spike paused. "Right, so what did you say?" he asked, proud of her spunk.

Willow smiled as she began to walk again. "Well, you know, just the usual, I'm sick and tired of you being a bitch and go fight by yourself from now on."

Spike jogged a couple of strides to catch up to her. "You said that?"

"Yep, sure did! And then I stormed out right behind you."

Spike couldn't help but smile. "Good for you Red!"

"She deserved it. She's been nothing but a bitch this year. She was so much more into the whole sharing the responsibility before but now she's just all I'm-in-command. Who needs that? Not me, that's for sure." They walked in silence together for a bit until they found themselves standing outside of Willow's house. Willow unlocked the door and turned to Spike, "Come on in."

"I'm not much in the mood for a lesson in fighting luv."

"Who said anything about a lesson, just come in and… be with me." Willow looked up at him like a frightened child, terrified that he would laugh in her face. What he said next surprised her completely.

Spike took a step closer so that their bodies practically touched. "If I come in now pet, I'm not leaving." He said seriously.

"I don't want you to leave." She pleaded softly.

Spike's dead heart soared at her words. He cupped her face tenderly and kissed her softly. She opened her mouth, inviting his cool tongue into its hot depths. Willow broke the kiss, "Come on inside." She took him by the hand and led him inside and up the stairs to the bedroom. She turned to him with a tremor of uncertainty in her voice, "Spike, I've done nothing but think of you for the last 6 months, especially the past 3 days. I don't know what you want… but I know what I want. And that's just to be with you, all of the time. Please stay with me… even if it's just for tonight."

Spike watched in amazement as Willow stripped down to her matching white lace bra and panties. She walked nervously over to the blonde vampire. She stood in front of him awaiting his next move. He tore off his shirt and pulled her into his bare chest. "I told you before I don't plan on leaving. The slayer's not going to like this Willow."

"I don't care what Buffy thinks or wants. I'm thinking for myself now. I want you more than anything Spike."

"I don't share." He leaned in for a kiss.

"Neither do I." She said before her lips were captured in a searing kiss. Willow felt his tongue scrape the top of her teeth. She shivered as his cool hands made their way down to her ass. He kneaded her cheeks and began walking backwards until she was up against the bed. She lay down on her back and watched lustfully as Spike stripped out of the rest of his clothing. His cock was at attention and she saw the faint glow of amber in his eyes, sending an exciting chill up her spine. He joined her on the bed and gently pushed her down onto the pillow. They kissed passionately and Willow thought that she could kiss him forever. She felt him unfasten the front clasp to her bra before throwing it to the floor with the rest of their clothes. She closed her eyes as he rained kisses down her face to her neck, sucking at her pulse points before continuing to her breasts. He engulfed her, worrying her erect nipple with his expert tongue. She ran her fingers through his blonde hair as she moane d pleasurably. Spike continued kissing the length of her body, tugging off the lace panties covering her red curls. Willow clenched her thighs against his head when he began licking her wet pussy. She grabbed at the sheets and bit her lip.

Spike smiled at the obvious pleasure he was causing in her. "Don't hold back Willow. I want to hear you scream."

Willow's eyes flew open and she cried out as his tongue entered her soaking passage. "Oh goddess!… Yes!… Spike!" She continued to cry out as he thrust his tongue into her. She writhed underneath him and clamped her thighs about his head when she came. Her orgasm hit her, exploding from deep inside. She relaxed her grip on Spike as she came down. Her eyes were still closed when she suddenly felt his tongue in her mouth and tasted her own juices. He was covered in her scent, exciting her more. "Spike, I want you inside me." She pleaded. She cried out as he entered her slowly at first, then building a steady rhythm. He paused briefly and flipped them over so that Willow was on top. She sat up, bracing herself with her hands on his hard chest. She moved slowly, savoring the sensations of him inside her. Spike sat up and suckled one of her breasts. Willow wrapped her arms around him as she moved steadily. As her pace quickened Spike dropped back down to the pillow , this time with both hands on her hips, controlling her speed and lifting her slightly each time, impaling her on his aching cock. He moved one of his thumbs to her swollen clit and pinched it in time with their thrusts. "Oh baby…" he groaned, "Ride me Willow!" He cried out.

Willow sped up her movements, feeling the familiar warmth spread as her orgasm erupted inside of her. She rode him wildly as she came, feeling his cold seed enter her, filling her depths. She watched as Spike's game face appeared and he rose to bite her. She didn't move but instead cradled his head against her neck, aware of the pleasure it brought her instead of the pain she always feared.

Spike pushed his demon down and lapped at the shallow wound on Willow's neck. He had expected the implant to cause him pain but there was none. The two lovers collapsed on top of the bed in each other's arms. Spike moved so that he could release the covers under them and pulled the sheet over Willow's limp body. He held her tightly as she drifted off into slumber.
 

Chapter 4

Rupert Giles stalked through the newest cemetery of Sunnydale searching for his slayer, clutching a stake at the ready.
He was so annoyed at Buffy lately. Ever since she had begun attending the university she had become much too full of
herself. Of course dating one of the main commandos helped her climb on top of her high horse. She had gone patrolling
without coming by to see him first like he had asked, and as a result was missing out on some of the new information
needed to fight these particular vampires. At 2:00 in the morning it had suddenly occurred to him as to why they had
been so difficult for Buffy to fight, much less kill. Of course she had ignored him and had gone off half-cocked with her
bore of a boyfriend thinking that she could defeat them when he knew that it was impossible for her to do so at this
point. He stood still next to a headstone and looked around. He sighed deeply and sat down on it. The silence was
broken by the sounds of fighting. Giles stood, thankful that he had finally found Buffy. He walked quietly and stopped
dead in his tracks when he saw the scene in front of him. Darting behind a large oak tree he watched in amazed
wonderment.

Willow back-roundhoused one of the three vampires surrounding her. Her adrenaline soared as she watched the demon
fly backwards. Her newfound strength and fighting abilities still astonished even herself. She had begun to look forward
to her now nightly patrols with Spike. One of the vampires charged at her. She stepped to the left at a 45-degree angle
with her right foot, bringing her right hand into his crotch with a solid chop. She brought her left foot to her right and
regained her stance. The vampire collapsed to his knees with a loud howl of pain. Willow slammed her stake through his
back and turned to defend herself as he turned to dust. Another vampire was charging at her. When he was about three
feet away she put up her right foot. The demon tried to stop before hitting it and he bent forward at the waist. Willow
brought down her foot and kept the momentum with her right fist as she pounded it into his face. She felt bone break
under her knuckles and she shuddered briefly before dust ing her opponent. She turned to the left and glared at the
remaining vampire. She watched intently as he looked around nervously before turning tail and running away through
the graveyard.

Giles let out the breath he hadn't realized he was holding. He couldn't believe Willow had fought like she had. Where
had she learned how to move like that? His answer walked over to the girl wearing his usual leather duster. Giles
continued to watch quietly.

Spike clapped as he approached the witch. "Well done pet." He said.

Willow beamed, "Thanks! I'm really getting better, aren't I? Did you see the last one run away? He was actually afraid of
me!"

Spike chuckled as he took her into his arms. "I would be too. But remember those three were little more than fledglings.
Don't go off thinking that you can defeat any ole demon that crosses your path."

"I know, I know." She laced her arms around Spike's neck and closed her eyes as he kissed her deeply.

Spike broke the kiss. "What d'ya say we work off some of that leftover energy you're just boiling over with?"

Giles could stand it no longer. Not only had Willow begun to fight demons, but she was involved with Spike.

Willow approached the tree Giles was standing behind to retrieve her bag when a hand grabbed her wrist. On impulse
she lifted her hand up from her elbow, freeing her wrist and threw a palm blow at the assaulter's face. Only when he fell
to the ground did she realize who it was. "Giles!" She ran to his side. "Giles! Are you all right? Omigod! Giles, I'm so
sorry! I… I didn't see you."

"Bloody hell, Red, you knocked out the watcher." Spike laughed from over her shoulder.

"Stop it Spike! This is not funny!"

Giles sat up slowly, his hand covering the forming bruise at his eye. "Yes, yes… that's okay Willow."

"That'll teach ya to grab a girl." Spike teased.

"Yes, well, I didn't expect Willow to punch me either." He rose to his feet. "Willow, where did you learn to fight like that?"

"Spike's been giving me lessons." She replied shyly. "It's been like 3 weeks now. What are you doing out here?"

"I was trying to find Buffy."

Willow snorted. "Good luck! Try Riley's bedroom."

"What do you mean? She went out patrolling." Giles defended the slayer.

Spike rolled his eyes, "Oh please watcher! Your little slutty patrols with her pup for all of an hour and then goes back to
his place to shag the night away. It's Red here that's been keeping the vampire population down."

Giles stared at Willow in disbelief. She shrugged, silently agreeing to Spike's words. The watcher sat on the ground with
a huff. "Well, isn't that just bloody priceless! She's nothing but a selfish, self-centered, bitch! She doesn't take her work
seriously enough to get the job done yet she's too fucking high and mighty to let the rest of us feel useful enough to
help."

"Cheer up Watcher!" Spike said with a smile. "Now that you know about Willow's abilities you have a purpose again."

"Yeah Giles!" Willow added cheerily. "I could always use the help. Y'know, you can teach me some stuff I could use in a
fight too, like Spike does."

Spike offered his hand to the watcher and Giles took it, pulling himself to his feet. Spike clapped him on the back. "Sure
thing mate. Just no shagging her!" he warned.

"What!" Giles yelled.

"Spike!" Willow screamed as she turned a bright crimson, remembering the crush she had had on the watcher
throughout high school.

Spike laughed. "Just kidding around luv." He put an arm about Willow's shoulders and pulled her to him. "Now watcher,
just why were you looking for slutty anyway?"

Giles took off his glasses and gently felt the tender spot around his eye. He began walking toward his apartment, Willow
and Spike following him. "Well, I was in bed thinking about our new family of vampires, wondering why it was taking
Buffy so long to get rid of them, when it suddenly hit me: they are not your typical vampires. Spike, have you felt their
presence at all?"

"No. And if they're as powerful as the slayer says they are I would've been able to."

"Precisely, you can't feel them because they're not of the same kind of bloodline as you are. I don't mean simply that you
are from a separate family."

"I don't get it Giles," Willow said, "What are you getting at?"

They walked up to Giles' doorstep. "How's your history Spike?"

The vampire eyed him warily, "Depends on what you're interested in. Why?"

Giles unlocked his door and stepped inside. Willow shut the door behind her. He walked over to the book that he had
dug up the night before and handed it over to the blonde vampire. "This."

Spike looked at the cover of the book. There was no title on it and when he opened it he noticed that the print was hand
written, not pressed like all the other books. He hadn't seen a book this old in more than a century. "What's this?"

Giles leaned returned from the kitchen with a bag of ice on his eye and leaned against the back of the couch. "That, is
the history of demons."

Willow gently took the book from Spike, "The history of demons?" She whispered, amazed at the age of the book she
held. "What does it say?"

Giles breathed deeply. "Basically that demons were here first, before any of us were. But that there are two basic kinds:
ones that are here naturally, and those that arrived here unnaturally."

Willow looked up. "Unnaturally?" She sat down in the armchair; Spike took a seat on its arm.

"Yes Willow, unnaturally, meaning that they weren't born here, not of this world nor its underworld. Most of the demons
are of the first variety. And according to that book, the only unnatural demons that survived were the vampires because
they had a plentiful food source, what with all the animals, and then later humans."

"Are you saying that I'm from another planet or something?" Spike asked amused.

"No, no Spike. You are a human turned vampire and therefore immortal and not related to these Unnaturals, who
actually age. You see, at some point the Unnaturals realized that they could turn humans into vampires and thus began
the watering down of the original bloodline instead of keeping it pure. Over centuries and centuries each vampire that
gets turned is less and less connected to the Unnaturals and that's why you can't feel their presence." Giles smiled at
his explanation.

"Um… Giles?" Willow asked confused. "How could a vampire keep the bloodline pure? I mean, if they age, shouldn't
they be extinct by now?"

"No." Giles answered. "Oh, didn't I mention? These vampires procreate."

"What?!" Spike and Willow yelled in unison.

Giles nodded his head. "Yes, according to the book there was a certain sect of Unnaturals that didn't believe in turning
humans into vampires because of tainting the bloodlines. They have existed all this time through their own natural
family lines. These unnaturals are much more powerful than even master vampires like Angel and Spike. That's why
Buffy hasn't been able to defeat them. They're much too powerful for even a slayer."

"How long do these… Unnaturals live?" Willow asked.

"According to the book, their life expectancy is about 200 years."

"So what do these old wankers want then watcher?"

"I'm not sure, but I think we need to find out. I have a plan, but it requires one of us going to them to find out some
information."

Spike snorted, "Who the hell's gonna want to do that?" Giles stared intently at the vampire. Spike sighed, "Oh bloody
hell!"
 

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