Never Forget

Author: midnight

Email: goodnight_sg@yahoo.com

Pairing: Season 2 Spike/Mid-season 3 Willow

Rating:rated  pg13

Summary: Spike..Willow..

Distribution: redssoulmates.com

Feedback: No feedback..no fic. Lots of feedback..I write more.

Disclaimer: Don't sue. I don't own any of the characters. I don't make any money from it. All credit goes to Joss.

Spoilers: None..maybe season 2

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~Part: 1~

He watched her from afar. Lurking in the night. Her innocence. Her purity. He watched her movements. Spike imagined her curves under her clothing. A body begging to be touched. A mind waiting to be corrupted.

Willow was walking round her neighborhood relatively close to her house. She knew she should have stayed home. Home, where it was safe. Where evil things couldn't come in without an invitation. There was nothing there for her though. Her parents were absent from her life, not like that was anything new. Buffy had Angel. Xander had Cordelia. She had no one.

Willow wasn't that worried about walking through the night. It was very calming to her. She had holy water in her pocket and a stake in her hand.

She was so involved in her thoughts, she never noticed the vampire that attacked her from behind. The vampire, already in game face, pushed her into the brick wall.

Spike watched from the darkness. Waiting.

Willow completely froze. She couldn't think of a spell to protect herself. She couldn't think of any of the combat moves Buffy had tried to teach her. She stood there as if she was made of stone. She knew this was it. She knew she was going to die.

The vampire stalked towards her like a predator to its prey. The vampire smelled the fear coming from Willow. "Fear. Innocence." The vampire gave her an evil grin. "Dinner."

At that moment Spike emerged from the darkness. "You shouldn't play with things that aren't yours. She belongs to me. Now back off."

"Get lost. She's mine and she's not claimed." All of a sudden Spike put his hand around the vampire's throat.

"Minion," Spike whispered to the vampire. "You should show respect and loyalty to your master."

The vampire's eyes became wide. Scared of the torture that his master would inflict.

"Master, I didn't know. If I knew, I wouldn't even think about it."

"Minion," Spike said again as he threw the vampire into the tree behind him. A branch from the tree entered the vampire's chest. Willow and Spike watched the vampire turn to dust.

"You-you-you're a vampire?"

"William, pet."

"William the Bloody," she asked with fear in her voice?

"Heard of me, have you luv?"

Willow tried to get a better grasp on the stake. Her mind was racing, trying to figure out the best way to attack.

Spike could see her mind at work. Knew what she was thinking. At that moment she tried to attack him. He pushed her against the wall and grabbed the stake from her hand. He dropped it to the floor at his side. "Didn't your mother teach you not to play with sharp objects luv?"

Willow tried to plead with him. "Please just let me go and I'll forget. I'll forget everything. Please."
Spike put his gameface on and leaned into her neck. He slid his fang over her neck. He didn't want to break the skin...yet. He heard her whimpering. He breathed in her scent. It was overwhelming. "You'll never forget," he whispered in her ear.

She tried to move from his grasp but she was powerless against him. He had her body pinned to the wall.

He loved it. He felt her squirming. He loved the struggle and the fight. "Can't have you creating problems pet." He put his hand over her mouth and nose until she passed out. He then picked up her body and placed it on the back seat of the DeSoto. He climbed in the front seat, started the car and drove off.

~Part: 2~

When Willow started to wake up, she opened her eyes slowly. The room was dark and cold except for some candles that were lit within the room. She could feel her legs and wrists were connected to the wall with chains and handcuffs. She tried to move her legs and wrists, but the restraints were too tight. How did I get here she thought to herself? "I don't remember what happened," she said out loud to herself. As she heard his voice she remembered.

"Ello' pet."

She could hear him in the darkness. He lit a smoke She could see the tip of the smoke burning. She remembered. Spike. Vampire. He was the one that forced her to black out. And now she was...well she didn't know where she was. She looked around at the situation. She's in a dark room with a vampire and she's chained to a wall. This was not of the good. She did the only thing she could think of. "Buffy," she screamed. She didn't even know she could scream that loud. "Buffy help me."

He moved in front of her in one swift movement. He had been watching her since she blacked out. After she woke up, he could smell her fear. She was scared. And he wouldn't have it any other way. He put his hand over her mouth to keep her quiet. He then pushed her head into the back wall. Not hard but hard enough to make an impact on the girl. He removed his hand slowly, waiting to see her reaction. He expected more yelling. Maybe even some tears, but he received neither. He took a couple steps back and looked at her. "My guess is no one is looking for you."

"Buffy would look for me," she said trying to sound confident.

"The slayer is a self centered chit. Probably hasn't even noticed you're missing."

"Well Xander..."

"Moron boy? He's too busy following her. Hanging on her every word. Every movement." He moved closer to her. "No one is looking for you." She turned her head away. He grabbed her face with one hand and forced her to look at him.

Another rush of fear went through her body as he forced her face towards him. "A-ar-are you going to kill me?" Her voice was weak and shaking.

"Not at the exact moment. If you were gonna be a quick kill, I would have fucked you and left you on the Slayer's doorstep dead." Her eyes became wide with horror. "Besides I like to play."

He turned around to take his duster off. She took that moment to whisper some words in Latin. He turned back around in game face and growled at her. She started to tug at the chains. He walked towards her and slipped back into his human features. He pushed her body against the wall hard. He leaned into her neck to breathe her scent in before whispering in her ear. "Save your energy pet, you'll need it." He pulled away from her so she could see his face. "Your magic dosen't work here."

"Why-why not?"

"Think of it as a barrier."

The only defense I had was just lost she thought to herself. That's when she noticed Spike glancing at her body.

Spike moved in front of Willow. There was hardly any space between the two bodies. He noticed she was wearing a skirt and a tshirt. He put his fingers on the inside of her thigh. He started to move his fingers up her thigh slowly. She was so shocked and scared when it came to the vampire, she didn't even protest. When he reached her underwear, he looked into her eyes. He started to move his fingers in circles on the outside of her underwear. Lightly at first and then a little harder. It was then when he heard her gasp and her heartbeat race even faster.

~Part: 3~

He smirked to himself and stepped away from her.

Willow was so embarrassed. She couldn't believe she let a vampire touch her. And she didn't even protest it. She even enjoyed him touching her. Bad Willow...bad thoughts. She closed her eyes for a moment but when she opened them--nothing had changed. Spike had turned around and started to walk away. "Stupid vampire," she muttered to herself forgetting about vampire hearing.

Before she knew it, Spike had turned around and pushed her to the wall. "I will have you any time I damn well please," he said in a soft aggressive whisper. He backed away as a minion came down the stairs with a tray. "What are you doing down here," he demanded of the minion?

"I brought some food for you Master. For the human. As you requested," he quickly added.

"Put it on the table." He looked at the redhead and then back at the minion. "Take the others out tonight and go hunting."

"And you master?"

"Do not question me," Spike roared. "I have prior commitments to attend to."

"Yes Master. Will you require anything else?"

"Not at the moment. Make sure everyone in the house knows this room is off limits. If anyone comes down here, I will send them into the daylight. Do you understand?"

"Yes Master. I'll inform the others."

Spike waited until the minion was out of the room and then turned his attention back to the redhead.

"Your prior commitment isn't to kill me, is it?" Willow asked with uncertainty in her voice.

"Quite the contrary. I plan to ravish you." Willow's body tensed. He walked over to her. "If I was to kill you pet, you wouldn't have to remain dead. You could become like me. I could show you the world."

"You're a monster," she told him.

He smirked at her. "A monster, pet?"

She saw his demon come forward. "Please please don't hurt me," she begged.

"Stand up," he told her and she obeyed. "By the time I'm done with you, you'll be begging for me." He ripped her shirt open and exposed her breasts. He cut off her bra with one swipe of his fangs. Spike looked into her eyes while he grazed his finger over her nipple. He then pinched it which startled her for a moment. "I may be a monster pet, but you seem to be enjoying it."

"I don't...," Willow started.

"I can smell it luv."

"But.."

"You will only speak after I've given you permission." He looked at her thinking of how much fire she had within her.

Willow wanted to speak. She wanted to yell but she couldn't. She started thinking about what Spike said. Especially about her enjoying it. Her train of thought was ended when she felt his tongue circling her nipple and his hands on her body. She closed her eyes for a moment...

~Part: 4~

It seemed his hands were everywhere and anywhere at the same time. Willow let out a soft moan as he begun to suck on her nipple roughly. He heard her take a sharp breath when he bit her nipple with his blunt teeth. When he heard her heart beating faster and could smell her growing arousal, he started to pull away.

Willow tried to regain her breath and level herself to a normal heartbeat. "I...uh...I," she stumbled for words.

"It wasn't about you pet, it was about me."

She looked at him, not knowing if she should speak.

"You may speak luv."

"Why did you pull away," she asked quietly? She suddenly blushed a deep shade of red.

"I thought I was a monster Red?"

When Willow realized he wasn't going to continue, she became frustrated. "Are you gonna let me go?"

He glanced at her from the chair he was sitting in. "Not bloody likely."

"You can't just keep me down here."

"Actually I can and I will." He picked up his duster and started to head towards the door.

"You can't leave me down here," she yelled at him. "I'm human. I need to eat. I don't belong to you."

Spike stopped and turned around thinking of her last comment. "Not yet but you will." He then slammed the door behind him as he climbed the stairs.

She leaned against the wall and finally slid down it so she was sitting on the floor. She didn't want to accept the inevitable, she enjoyed having Spike put his hands on her.

Spike stormed through the house and made his way to the darkness. A way of life where he was respected and feared. He couldn't get her out of his mind. Spike drained the first two people he came in contact with. Feeling the blood throughout his body calmed his demon. He then made his way back home.

~Part: 5~

He made his way down the stairs quietly. He could hear her heartbeat at a steady rhythm. Spike had been gone for a couple of hours. He stared at her from across the room. She was asleep. It was at this time that he took in her features. Her body was curved in all of the right places. He remembered her eyes were a deep emerald green and her hair...the color of blood and fire. He walked over to her, breathing in her scent. He undid the chains and handcuffs. He touched her face softly. "Willow wake up," Spike said in a soft and soothing voice. "You need to eat."

Willow's eyes fluttered open as her body tensed. "William?"

"Yeah pet. You're weak, you need to eat something." She nodded her head in agreement. He walked over to the food on the other side of the room. He picked up the tray and a bottle of water and placed it next to Willow. Spike opened the water and placed it to her lips. He tilted her head back a little so she could swallow the water. "Slowly," he commanded her. When he removed the bottle from her lips, she closed her eyes, feeling the liquid coarse through her body. "Luv, look at me." She opened her eyes and met his. He started to offer her a strawberry. As she reached to take it away from him he placed it back on the tray. "No. Let me feed you." She nodded her head yes. He picked up the strawberry and grazed it along her lips letting her take in the smell and texture of the fruit. He pulled the strawberry away from her lips for a moment, seeing her hunger. He placed the strawberry once again to her lips and fed her slowly. As he fed her the fruit slowly, he brushed his fingers over her lips to allow a moment of brief contact. As she swallowed the fruit, he watched her neck. The curve of her smooth skin. He continued to feed her an assortment of fruit and cheese. Watching her with every bite. When Willow had finished with the food Spike had stood up and started walking back to the table.

Willow watched him walk to the table but her mind was elsewhere. She wasn't locked up anymore and she saw the door that the minion had come through earlier. Her door.

She was weak but she knew she had to try.

Spike placed the tray on the table. With his back to her, he knew. "Wouldn't try it pet."

Willow froze. She stared at him and quietly tried to make it for the door. Before she knew it Spike grabbed her by the back of the neck and was dragging her across the floor. She tried to get away but her attempt was unsuccessful.

"Bloody hell. You don't really think you're leaving do you?" He dragged her lifeless body back to the chains and chained her to the wall once again. Spike couldn't help but to smirk at his next thought. "I think it's time I teach you a lesson."

The fear and lack of food had drained the strength from her body. Willow tried to gather any strength that she had within herself. Using what strength she had left, she fought against the chains and handcuffs. Willow only succeeded in forming red welts on the skin on her wrists and ankles. "Let me go please," she begged.

"Let you go? I think not, pet. Besides what do you really have to go back to? Hmmm?" He heard nothing but silence. "That was a question," he yelled. She still said nothing.

He turned around and sat in the chair. He lit a smoke while staring at the chit.

"Why did you kidnap me?" she asked with her teeth gritted.

"Cause I wanted to, luv," he replied casually.

"That's it. That's the only reason. You took me away from my life. From everything that mattered to me. Everything I loved." She watched him inhale the smoke.

"I have my reasons."

‘Screw your reasons,’ she thought to herself.

He sauntered up to her like a predator to its prey. He could instantly smell the fear from her as he saw her body tense. He glided a finger along the curve of her neck. "I rescued you." He stared at her intensely. "Rescued you from everything that was killing you." Her body began to slightly shake with fear. "Now I think it's time for that lesson."

~Part: 6~

"L-le-lesson? No. No lesson." Willow's eyes started to fill with tears. She bent her head down. "Just let me go. Please," she begged.

Spike lit a smoke and looked at her. "And miss out on my fun Pet? Not bloody likely." He watched Willow's body. In that moment he knew corrupting her would bring his demon pleasure. Her strength was weak. Too weak to fight but not too weak for a struggle. He planned to keep her that way. 'Soon enough she'll be depending on me. To survive.' That thought brought a grin to his face.

Willow tried to open her mouth to speak. "Why are you doing this to me?" Tears started to fall down her face.

Spike yanked her head back. "Did I tell you, you could speak? Did I allow you to speak to me? Look at me," he demanded. "You will not speak unless I have given you permission. If you disobey this, I will punish you." He pushed her against the wall with force. He could feel her wince under his touch from the impact against the wall. "Your first lesson will be The Innocent." He then turned around and left.

Willow struggled against her chains, knowing it was of no use. She was confused. She didn't understand. She didn't understand why he just didn't kill her. Why he kept her chained instead of draining her. How long she would be here and what was to come. She also didn't understand the lesson. The Innocent. What did it mean? Willow continued to struggle with the chains making the welts on her body become more inflamed bringing blood to the surface.

Willow looked to the top of the stairs when she heard the door. Spike stood at the top of the stairs. He had his arm around a woman's neck. Willow could see the woman gasping for air. She then saw him push the woman down the flight of stairs.

Spike walked to the bottom of the stairs in his casual and arrogant manner. He then pulled the woman by her hair across the room until she was inches away from Willow. The woman was crying hysterically. The only words Spike heard were her last. The words, "I want to die," came to her lips.

Spike grinned at what seemed to be almost an invitation. "Don't worry. You will." He forced the woman to stand up. "Now Willow, I want you to look at this woman." Willow did not respond. "Red I command you to look at her now." Willow lifted her head and looked into the woman's eyes. The woman showed confusion and pain, but most of all fear. "Your lesson Red. The Innocent." Spike let his demon come to the surface and morphed into his vampire features. He saw Willow's eyes widen as he bit into the woman's neck. Willow wanted to yell. She wanted to struggle against her restraints. She wanted to draw her eyes away from the death that was taking place in front of her. But she couldn't. She couldn't tear her eyes away from Spike's as he drained the woman. It was almost hypnotizing. He kept eye contact with Willow as he drained the woman. He then dropped the lifeless body to the ground.

After Spike had dropped the body to the ground, he stepped over it and was standing in front of Willow. He let his human features slide back into place. Neither said a word, but the connection they felt became intense as they continued to hold each other's eyes'. Willow lifted her hand up to wipe some of the blood off of his face. She then stared at her own fingers, staring at the woman's blood that was on them. She then looked back up at Spike.

~Part: 7~

Spike gazed at Willow. The blood on her fingers. His demon was enticed. He expected her to scream but much to his satisfaction she remained calm. "Willow?"

She knew the way he said her name that it gave her permission to speak. "You killed that woman."

"I did," he said as he made his way to her.

"I watched her die and..and.."

He caressed the side of her face. "And what, Pet?"

"And it was mesmerizing," she told him quietly.

Spike grinned to himself as the demon rejoiced within him.

Willow broke the gaze to look down at the blood that was staining her fingers. It was then that she came to a realization. She spoke to him without actually looking at him. "Is this what it's like?" Spike looked at her questioningly, not understanding the question yet but knowing she wasn't done. "The intensity of it? Death? Darkness?" She paused for a moment. "You're going to keep me here." She then looked up at him. "You're not going to let me leave, are you? To go back to the life I once had?"

He ran his other hand through her hair. "Don't intend to," he stated. He then took her hand in his and brought the blood covered fingers up to his lips.

Willow felt like she was in a daze. A terrible nightmare that suddenly went wrong yet at the same time was comfortable. She heard and felt everything going on around her but felt like she had no control. Almost like a puppet. She saw him lift her fingers to his lips. She began to lightly brush her fingers against his lips. Feeling the contact and the blood. It was at that moment she realized something deep down inside of her. She had started to crave his touch. Even the slightest touch. She knew it was wrong. She knew he was her captor. That he was a demon. But a part of her, a part that she didn't want to acknowledge, didn't care. His touch. The violence. The blood. Inside part of her had already started to break.

He saw her mind working. He saw part of her breaking down, which stirred his demon. He could smell her blood. 'Not yet,' he told himself. He didn't know what it was about her but he was drawn to her. Her blood called out to him.

He gazed at her. "Do you really want to go back?" he asked her. The tone of his question sent shivers down her body. She opened her mouth to reply but was quickly cut off. He continued to intensely gazed at her. He glided his fingers along the curve of her neck. "Do you really want to go back? To the life you had before?"

Willow couldn't speak. She was so confused. Memories started flashing through her mind. Her friends. Family. Her life. She didn't know how to answer, what to say. He stepped away from her and lit a smoke. As he stepped away, Willow thought he was going to leave. She felt an immediate emptiness circulate through her body. "No," she spoke quietly.

Spike turned around hearing her speak. "What was that, luv?"

She looked at  him, her eyes full of different emotions. "I said no." He waited to see if she would continue. Her voice got even more quiet. "I don't know what I want but I don't think I want to go back to that," she whispered. He started to grin as he made his way to her.

~Part: 8~

As Spike made his way to her, he gazed into her eyes. He stood in front of the redhead trying to read her facial expressions. He saw so many emotions. He placed two fingers under her chin as he tilted her head back until their eyes' met. "If you don't want to go back to your old life, pet, then what do you want?"

She listened to his voice. His words. His voice was soft spoken and sultry rather than forceful. "I-I don't know." She knew her voice was quivering.

"Don't know, huh?" He reached down to the curve of her neck, inhaling her scent. The smell of her blood. He placed his hands on the sides of her waist slowly moving them down. Spike heard her heart start to race and her breathing speed up. When he reached her mid thigh he pulled her to him. Spike pressed her body against his. He whispered into her ear. "Are you really sure you don't know what you want luv?" He noticed her breathing had slowed down a bit. He placed a small kiss on the pulse point of her neck and stepped away. "Try to get some rest luv." With that he walked up the stairs and out the door.

As she watched him leave, the emptiness rushed through her body once again. Willow felt the tears starting to fall down her face. She didn't understand anything anymore. She was scared and confused. She didn't understand why her body was betraying her. Why she felt empty when he left. Shouldn't she feel relieved? She continued to cry herself to sleep out of pure exhaustion.

Spike came back a couple of hours later. He stopped outside the door to listen for her heartbeat. It was at a regular steady pace. He entered the room and quietly shut the door behind him. He smelled the tears. Spike made his way to Willow, looking at her sleeping form. Taking in her hair made of fire and her helpless body, he let out an unneeded breath. He reached over her body and unlocked the chains and handcuffs. He picked up the sleeping redhead and held her tightly in his arms as he left the room.

Hours later......
As Willow's eyes fluttered open she noticed her surroundings were different. She glanced around the room, noticing one wrist was handcuffed to the bed. She sat up in the bed and looked down. When she looked down she realized she was laying on a bed. A comfortable bed with black silk sheets. She glanced around the room. The walls were a deep royal blue. The only other piece of furniture in the room was a black leather chair. She looked behind the chair and in the corner of the room she saw Spike watching her. "Your room?" she asked him.

"*A* room. Not mine pet." He walked over to her and sat on the bed. He picked up the plate that was resting on the side table. "You need to eat something luv."

Willow glanced at the plate. "No."

"No?" <How dare this human question my command!> "I'm not asking you luv, I'm telling you."

Willow was scared and hungry but she didn't want to give in. "No." She looked into his eyes. She felt like she could see the demon. She saw his anger when his eyes flashed golden.

Spike was trying to control his demon. "Eat. It. Now," he demanded. He stared at her but she was silent. His demon surfaced. He held down her free arm with one hand. Then he grabbed her by the hair with his other hand and yanked her head back until she winced in pain. "You ungrateful bint. I saved you. I brought you here. You're out of danger. I've protected you. You have food and water. You should be grateful to me, instead you question me." Spike could hear her whimpering in pain but it didn't soothe his demon. "You need me. You need me to live. You need me to survive. Without me you're dead."

He stormed out of the room slamming the door behind him, breaking part of it. He was furious. He was furious at her for questioning him and not obeying his command. He was furious with himself for things he wasn't ready to admit to yet. He searched the darkness looking for a killing that would calm his demon.

After calming his demon, he returned back to the house. He entered the room quietly. She was laying on her side with her back to the door. He kicked off his boots and climbed onto the bed with her. He put his arm around her waist and felt her body become tense. "Are you ready to obey me now?" he whispered in her ear. He saw her shake her head yes. He held her tightly against him and grinned when he felt her body start to relax against him.

~Part: 9~

Spike held her tightly as she drifted to sleep. He nuzzled into her neck, basking in her scent. He felt her body start to relax as she molded herself to him. He drifted to sleep moments later, keeping a tight grip on the redhead as if they were one. Spike slept contently next to the redhead until his demon stirred. Until her body and her blood called to him.

Spike loosened his grip on Willow gently, very careful not to wake her. He slid out of his shirt and undid the few buttons of her shirt. He pushed her shirt back and revealed a black lace bra. Using his fangs he tore open the bra, exposing her breasts. Spike glanced over her body feeling himself become instantly aroused. <Bloody hell.> He leaned down towards her breast and lightly grazed his tongue over her nipple. As he felt her nipple harden, he swirled his tongue in small circles across it. As a quiet moan escaped her lips, Spike looked at her face and realized she was still asleep.

Willow felt as if she was being woken from a deep sleep. She felt rested. She felt protected. Her eyes fluttered open to see the vampire above her. Like predator to its prey. All other emotions left her body. She was now just scared. Her body began to struggle under his.

Spike smirked at the human struggling underneath him. He pinned her other arm down before she had the chance to try and hit him. "Now, now pet. Didn't we already have this lesson?" His eyes flashed golden. "YOU WILL OBEY ME," he demanded as he growled.

Willow's body froze underneath him. She could hear him growling and knew if she didn't obey, that he would punish her. She remembered his words from the previous night. <You need me to survive.> The comment itself didn't seem to scare her. What scared her was that she knew it was true. She turned her attention back to Spike but she remained silent.

He saw how attentive and silent she was trying to be. "Very good, pet." He straddled her legs so that she was pinned to the bed. "I can show you pleasure, pet." He reached down and sucked gently on her nipple as he heard a moan escape her lips. "Or I can show you pain," he said in a cold voice. He reached down to the nipple and bit hard. He heard Willow cry out in pain. His demon rejoiced over her pain.

"Did I tell you that you could scream?" His voice was cold and void of emotion. "You will NOT speak until I have given you permission to and you will not scream until I allow it." He watched her for a moment. "I already told you, I will have you any bloody time I please. You will belong to me." He leaned over to her ear. "I can smell you, luv. I know you're scared; I can sense your confusion. I can also smell your arousal."

She knew to keep silent until he allowed her to speak. His words were like a knife cutting through her body. His voice was like silk. She knew her body would betray her and that she would savor the brief contact between them. <I should feel disgusted under the touch of a vampire. I shouldn't want this. I should be fighting this.> She felt his hands upon her body. <This is wrong but it feels so right.>

To his suprise, she didn't try to fight when he let go of her arm. He could feel her mind arguing with her body. He leaned forward, pressing his arousal against her. His chest against her skin. "If you behave pet, I will reward you," he whispered. He moved down her body and began to suck gently on her nipple again. As he continued to suck, his mouth became more aggressive to her body.

Willow wanted to scream out in pleasure. The harder he sucked on her breast, the more she wanted to be touched. She was so in the moment, she never realized she was spreading her legs open for him.

Spike started to grin when he realized she was opening her legs. He started placing small kisses up her body until he reached her neck. "If you betray me or disobey, I will punish you." He pressed his body against hers as he started kissing her neck. While concentrating on her neck, he unlocked the remaining handcuff with his hand.

~Part: 10~

As Spike concentrated placing kisses on her neck, he could smell her blood. He grazed his fangs along her neck and felt her tense beneath him. His demon screamed at him to take her and drink. To torture. To break her. The man in him wanted something more. "What's wrong, luv?"

"I-I don't want to die."

"Most people don't, pet." He drifted his fingers through her hair. "Ever think about eternal life, pet?" He saw her eyes widen at his question. He couldn't help but smirk.

"A-a vampire? I can't be a vampire. I'm very unvampiry. I'm human. Very human." Willow suddenly got very quiet. "Besides I don't think I would make a very good vampire," she said softly.

"Thought about it, have you?" Spike listened as her heart began to race. He leaned in to whisper in her ear. "What about me luv?" he asked softly. He could feel her fear radiating off in waves. He nipped at her neck with his blunt teeth. Spike felt her body attempting to arch up towards his. He intertwined his fingers with hers while pinning her to the bed. "Do you think of me pet?" he whispered seductivly. "I can show you things you've never dreamt of. Have you begging, aching for me."

"N-n-never." She could hear the fear in her own voice.

"Never? Let's see what I can do to change your mind. He continued nipping at her skin until he reached her underwear. He tore them off with his fangs and threw them. He ran his tongue along her, tasting her. She was already wet from arousal and fear. When he heard a soft moan escaping from her lips, he begun to suck harder. After a few moments he glanced at Willow. Her eyes were shut with a contented _expression on her face. She held onto the sheets so tightly, her knuckles had turned white. He made his way back up her body until he was straddling her hips.

Willow opened her eyes slowly, not knowing what to expect. When she opened her eyes she saw Spike straddling her with his jeans still on. She kept silent waiting for permission to speak.

He leaned forward, inches from her face, looking into her eyes. "It's time for the next lesson pet. Are you ready?"

"Yes," she replied softly.

"There's different kinds of pleasure pet. One of those kinds is pain." He saw that frightened look in her eyes again. "Pain cam be very pleasurable." Spike grabbed the candle that was sitting next to him. "Relax, luv." He tipped the candle a little and watched as the hot wax landed on her chest. She gasped as the wax hit her, at the sensations it gave her. "You will submit to me, luv." He reached down and kissed the spot the wax had touched. He smirked to himself as he tipped the candle again. As Willow felt the wax hit her again, she arched her hips to meet his. Spike continued dripping the wax onto her skin, watching her expressions. Her movements. Then the feelings he had tried to dismiss earlier returned. He stared at the redhead under him, placed the candle down and stood up. He threw on his duster and left without saying a word.

When Willow heard the lock click, she jumped up from the bed and started to pace around the room. <What just happened? Why did he leave? Shouldn't I be happy that he left? What's going to happen next?> She continued to pace until she finally sat down on the bed. <I shouldn't want this. He's a vampire. I don't want this. I don't but goddess, I do.>

About an hour later, Spike started back towards the house. He had spent an hour of hunting and killing. His mouth and parts of his body was covered with blood. He fed on two humans and then for fun, tore the throat out of any human he came across. He made it to the room, threw open the door and kicked it shut. He saw the redhead jump off the bed at the sight of him as he stormed into the room.  He tore off his clothes and stalked towards her. The closer he got to her, the more she backed up until she was backed against the wall. He pinned her there with his body, listening to her nervous breathing. He started to kiss her while sliding his hands over her body. He growled when he noticed her unresponsiveness. Spike then devoured her mouth until her body responded to him. He pulled her body closer to his, crushing them together until Willow pulled away. He knew she was confused. He leaned in towards her and stared placing soft kisses on her neck.

She didn't understand what was happening. He was her captor. He was demanding and agressive one minute; the next he is soft and gentle. Her question filled thoughts were interrupted by his next comment.

"Don't push me away luv," he whispered into her ear.

She focused on that comment for a moment. It wasn't a demand or even a quesion, it was a plea. She brought her eyes to meet his as she ran her fingers through his hair.

Spike started caressing her neck while taking a moment every now and then to nip at her skin with his blunt teeth. As he continued touching her, he felt her lean into him. He lifted her chin up and kissed her gently. When he pulled away she brought her hands up to caress his face. He started to nuzzle into her neck and knew she was ready for him. He picked her up slowly, keeping her back against the wall as he entered her. He heard her gasp as she put her arms aound his neck. She looked into his eyes as he began to move inside her. <Bloody hell. So warm.>

Willow could feel her body bouncing up and down. Her back against the wall. Spike holding her up. She started moaning softly in his ear.

His movements with Willow became a little rougher. What was once gentle now became a matter of need. He grabbed ahold of her hips, slamming her down on him over and over.

Willow wanted to scream out but knew it wasn't allowed yet. She crossed her legs behind his waist allowing him to go deeper inside her.

He knew she was waiting for his command. He moved faster against her, losing control for both of them. "You can scream pet," he whispered in her ear.

"Sp-Spike-Spike-I can't control--I'm-I'm.."

"Cor, Willow." He felt himself change features. "Scream for me luv." He bit down into her neck as he emptied himself in her.

"SPIKE." She screamed loudly as she held his face against her neck. Her body started to tremble as another orgasm hit her.

Spike pulled his fangs from her neck, licking the drops of blood that he missed. He slid out of her and carried her exhausted body to the bed. He placed her gently under the silk sheets and climbed in next to her. He held her tightly as he nuzzled his claim. <Bloody hell, I claimed her.>

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