Changes

Author: Nocturnal Willow

E-Mail:  crimsonjennifer@yahoo.com

DISCLAIMER: I do not own Buffy, Angel, Willow, Giles, Faith, or any of the characters portrayed here, nope ..They are the property of The WB, Fox Studios, possibly the UPN, Joss and many others I don't know. I own the plot thought.

Rating: R

Pairing: This part, mentions of W/Oz, but it will be a W/S part....

Location: My website, whenever I finish it.

Author's notes:  Timeline-Buffy Season 4, No Adam. Prof. Walsh not evil. Spike has a chip. Oz left town.

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~Part: 1~

Willow POV

I could not believe the letter. I looked at it over and over again. I was being offered a full scholarship at MIT, for a sixteen-week program dealing with artificial intelligence. I had all the forms to fill out. I applied thinking that I needed a break from the hellmouth. What did I have holding me here? Maybe it would bring me closer to Oz. Then I remembered, I am not sure where he is. I still miss him. I can fool the others, but I miss him terribly. I just never thought that MIT would accept me. I mean a full scholarship to MIT. I told Giles he was ecstatic. Buffy was impressed. I would be leaving in two weeks. The gang is throwing me a bon voyage party tomorrow at the Bronze. I am both thrilled and terrified at the motion of leaving Sunnydale. Why is it I feel safest at the mouth of hell? A part of my brain reminded me that this is where Faith was from.

It has been exciting, getting ready to leave. Buffy has made me promise to never leave home without weapons. I am going to miss her. I learned so much from her. What I learned goes beyond demons, vampires and gypsy curses. I will miss everyone so much. I think I will miss Giles the most. He always knew how to handle things, when all I wanted to do is panic. All alone in a new place will be scary, but I have survived an ascension, Angelus, Spike and of course Faith. So it might be a little less stressful. I am nervous, since I am the only freshman, well sophomore attending. I will admit that I am not an expert in this field, but the library here has a lot of research.

I have always loved libraries. I find this one rather relaxing, probably because there has not been an apocalypse narrowly averted here. I was engrossed in books when I heard the soft voice behind me. I gasped when I saw Spike. I told him he startled me. "Rumor has it you're leaving, Red."

"Yeah, I am going to school at MIT for a semester, maybe longer. How did you know?"

"I'm a vampire, we lurk."

I chuckled. "Red, I never apologized for the whole bottle in the face bit last year. I am sorry. For you, not Xander, living with him has been punishment enough."

I smiled. He had a point, especially of late. Xander had been all Anya or Buffy or bitching about Spike. "Xander. has his ...ah moments."

"I never did thank you for the whole, don't leave me alone because I'll stake myself bit either."

Again I grin. I would have never expected this from Spike. It makes me paranoid. Spike doesn't hand out these "sentimental 'talks.' " Spike, you don't have to answer this, but why did you not bite me that night?"

"Slight implant problem."

"The other night." I saw the look of recognition in his eyes. That night was the scariest night of my life. I can remember seeing Xander lying there, helpless. Spike was drunk, lonely and desperate.  He was touching her hair, caressing her as a lover might. He reveled in her fear. When Spike kissed me, I wanted him.

He paused for a moment. " I am not sure. I could smell the jasmine on your skin. When I was alive, I had a penchant for redheads. The jasmine reminded me of Dru. It made me remember my goal at that time. I bet your blood would be divine."

I smiled, though I am not sure why. I am not into the whole blood is good thing, but then again I am not a vampire. "It wasn't me then it was you." Maybe my insecurities had not so subtly come out.

"Willow, believe me, if I did not have this damned thing in my head, I would love to feel your blood on my tongue. You are a very attractive woman Willow. I wish I could make you see that."

"You can." I say amazed at my own boldness. He smiles and cups my chin in his hand. I feel his cool tongue in my mouth. He kisses me with a passion that I had not ever truly experienced since that night. I moaned softly. He purred low.

"Will the slayer be back tonight? I want to continue this somewhere more private."

"Buffy is training, but then will be back. Is there some secret lair that you want to take me to?" I say in voice I did not know I had.

He smiles and nods. "It is underground, near where Master had stayed. It is no Hilton, but it has a big bed and lots of candles. I can watch your shadow dance a cavern wall."

I grin. "Sounds primal."

"That is what it is all about Willow. Vampires are not as complex as you would think. I can do things to you that you have never experienced. Do you trust me Willow?"

"Yes, I do." He took my hand and we went underground. I followed Spike through the labyrinth of tunnels underground. The tunnel opened up to a large cavern. I saw candles all over the place. He put his arms around me. "This used to be the place to be, welcome Willow, to the Master's court."

I saw the pulpit. "The old bastard was all pomp and circumstance."

I grin and walk over to him. I then pull him closer to me. This place is creepy. He then kisses the top of my head. I find the gesture oddly comforting, considering he once held a broken bottle to my face. He stands behind me. I can feel his hardness against me. I lean into his embrace. Soon his strong arms encircle me. He then lifts me up and carries me up a set of stairs. He directs my wandering hands to fish out a set of keys. I open the door. I see the large canopy bed. It looks so inviting. He gently drops me on the fluffy mattress. He walks over to a fireplace carved into the stone and lights the fire. I watch as he crawls up the bed. His eyes are predatory, but I find it erotic. Soon his lips are crushing mine. It has been along time since anyone has kissed me. In mere seconds, his trademark duster is on the floor.

We kiss for a long time, finally I have to come up for air. His kisses trail down my neck. I want him so badly. My skin feels so alive, just his slightest touch, sends shivers all through me. I groan as he teases my flesh. His hands work at removing my clothes. Before I know it, he gently removed all my clothes. He still kisses my skin. His hands work at my nipples, while his mouth hovers near my shoulder.

"Spike....too... many...clothes.." I moan in a voice I don't even recognize. He smiles as I try to mumble sentences. I begin to undress him. I smile as I see his chiseled chest. He purrs as I run a finger from his chin, down his neck, down his chest to his belt buckle. I feel his hardness pressing against his jeans, pressing against me.

I draw circles on his chest, first with my fingernail, and then I follow with my tongue. I smile as Spike has his eyes closed. His hands grasp the sheets. I then take one of his nipples into my mouth. I feel it harden under my teeth. He growls. "Did I hurt you?" I ask.

"It feels so good love. Please don't stop..."

I tease his nipples and periodically rub myself against him. He makes so much noise. Oz never made that much noise. Oz who? Remember Spike! I then slide down a little bit. I run my fingers over the belt buckle. He groans softly. I quickly undo the belt buckle. He groans softly. I smile. I take my time with the zipper. He softly groans. I take his cock out. It is the largest one I ever had seen. I run my fingers along the length. He growls. I squeeze him harder. I see his face change, and then change back. I then placed kisses over the tip. He really moans. I then work him, taking as much as I can take into my mouth. He then uses my name and God in the same expression. My hand then works the length I couldn't get into my mouth. I see his face shift and shift back. "Willow, I'm gonna cum!" He franticly exclaims. I then increase my movements, I see his face change and watches as he bites his own wrist and hungrily sucks the blood. I feel the velocity as his seed shoots down my throat. I am amazed that I do not gag on it. He then kisses me deeply. We lay together, kissing, caressing, touching each other. I blush as Spike presses himself against me. I am surprised by his hardness. Damn, I guess you can't keep a vampire down. It hadn't even been ten minutes.

"Again?" I question, a deviant grin on my face while speaking in my most innocent voice.

"The advantage to being a vampire, we have, um, a very rapid recovery time. After all, I must pleasure you." He then kissed me. "I want you, Willow, I want to taste you. I will show you pleasure like you have never experienced before." I know that I had a wicked grin. He then slid down the big bed and I almost jumped off the bed when his cool tongue explored my hot area. I came so quickly. I was stunned by the intensity of it. Spike just kept going. He had decades of experience. He shamelessly teased me. I don't know how much I came, but Spike never stopped. I wanted to feel his hard cock deep inside me. It took a while for the words to come out of my mouth. "Spike.please. I . want ...you...inside . me NOW!"

"And whatever the lady wants, the lady gets." Spike said and entered me in one quick thrust. I screamed as I felt the pleasure/ pain. I felt him stretching me. It felt so good. He asked me if I was okay. I nodded. "If you want, Willow, I can stop, I don't want to hurt you." He said with a concern I did not think he ever had.

"Stop and I stake you now." I said. I don't believe that I just threatened the killer of two slayers, who has me sneaked away in some underground cavern. He grinned at me. I felt so full as he thrust in and out of me. We found a rhythm. I arched myself to meet his thrusts. He growled as my nails raked his back. He thrusts became frantic. I saw his face change and he bit me. It did not even hurt. The bite had barely broken my skin. I moaned as I felt his tongue lick away my blood.

"Nectar from the gods. Willow. Are you okay?" I saw the concern he had.

"Your head. Does it hurt?"

"Not really, it did for a second, but it is passing." I reach out for him. I miss the feeling of his strong, cool, smooth skin next to mine. I kiss him tenderly.

"I am sorry I bit you." Spike said in soft voice.

"I am not. It felt kind of nice."

He looks as though I am speaking a foreign language.

"You enjoyed it?"

"Yes, Spike."

There was an awkward silence. I looked around for my clothes, but the thought of moving was not a good one. It had been weeks since I had a lover, my body was still reeling from Spike's affections. I would have never guessed that I would sleep with a sworn enemy.

"Spike, I am not used to this situation. Is this one of those I'll call you, yet you never do and brag about how you shagged the slayer's best friend?"

He looks at me as though I just hit him with a 2x4.

"Willow, you have mistaken my intentions. I care for you. I honestly do. I wish to be involved with your life. You may decide the intensity. I am just wondering what I'll do while you are gone. I want you to show me some of the workings of the Internet. I want you to keep in touch, via e-mail. If you need me, call, I will come to you."

We hold each other for a while. Then I begin to get dressed. Spike helps me into my clothes. He shows me the path to my dorm from the cavern. He doesn't come above ground too much anymore. I don't blame him. I walk into my building. I am glad that Buffy is asleep. I don't know what she would do if she found out. I visit Spike nightly. Since I am leaving for school tomorrow, he wanted to do something special for me. I enjoy his surprises. They make me happy. I just hate to burst his bubble. I just got my period. No fun for the wicca tonight.

Spike embraces me tightly. He tells me I smell lovely tonight. We dance, we laugh. He hands me a velvet box. I gasp when I see the beautiful necklace. "They are real emeralds. I figured that they would compliment your skin." He then kisses me deep. He is careful not to touch the cross. His hands start to explore. I try to tell him delicately, about my monthly thing. He grins wickedly. I let him talk me into allowing him the pleasure of feeding off that blood. At first, I think gross. But he is a vampire and he drinks blood. I have an excess of blood. It won't cause me any pain. It won't set off the implant in his head. I agree. I never knew I could be so sensitive. He just keeps sucking the blood out of me. I have a lot of orgasms. The night seems like one long orgasm. He purrs and growls, he tells me how divine my blood is. He then tells me that my period is done. I look at him quizzically. "You only lose so much blood. Once it is gone, it is gone. Thank you. It has been ages since I have had warm fresh blood." We walk close together to my dorm. He kisses me goodnight and I slip into my dorm. I creep in and find a very worried slayer looking at me.

She hollers at me for making her worry. We talk, carefully avoiding my dealings with Spike. We sleep in the same bed. Nothing sexual, just like our slumber parties in high school, only less weapons. That morning I left. It felt good to get out of Sunnyhell. I would be in Boston in two days. Spike had made arrangements for me to have some extra cash while I was there he told me.

~Part: 2~

Willow POV

    Wow, I have spent the last two weeks dealing with people who make Bill Gates look like a novice. My courses are very hard. I live on solely on caffeine. I am in the top 4 percent of my class right now. I have a roommate who is a senior and hates me passionately.  I guess I simply have too much on my plate to kiss her ass.  She makes comments abet the sites I have book marked on my pc.   Plus, I spent time in the occult bookstore.  I smile when she calls me a witch. If only she knew. I tend to play mischievous pranks on her, like moving her things or making her alarm go off.  I know it's not nice, but she talks bad about me constantly.  She tells people how weird I am.  She wouldn't last a day in my world. Sunnydale taught me a lot. I keep track of the demon activity here.  There is a wiccan group here. I sit in on their meetings. They have no power.  

     I stroke my emerald cross necklace. My roommate laughs that I'm jewish, but wear a cross. She does like it, too much for my own good. I am afraid to take it off. She has made comments about its value, and it being real and very rare. I just change the subject. I tell her it was a gift from a dear friend. It was the knocking on my door that startled me. Vivian, I mean, Satan herself answers the door. I hear the British voice. I smile. "Giles!"  

    It feels good to see his smile. I hugged him tightly. I swear I felt an erection. I see his slight blush. We made some small talk.  Giles picked up on my non-verbal distain for the girl and her blatant undressing him with her eyes.   Giles tells me how much he missed me, pulls me to him and gives me a gentle kiss, on the lips.  My lips, Giles lips, they met.  Wow.  His hand is on the side of my face, touching me gently. He kisses me again.  I grin and slip him the tongue.  He responds.  Damn, he is a hot kisser. Vivian gives me some bullshit excuse and leaves. I insult her in Latin.  

Giles smiles at what I say. He apologies for his affection, hoping I didn't mind. I told him I didn't mind at all.  Actually, I told him I wished he did that a couple years ago.  He grins.  He came to visit me. I ask if he wants to out for a drink. I then gesture toward Vivian's side of the room. I slip my cross into my purse. We hang out a jazz bar. It always was easy talking to Giles. This reminds me why I miss him so. I notice that he is drinking bourbon. I ask for a sip. He slips the glass over to me. I slip the smooth liquid down my throat. It burns only for a second. Giles then orders two more. I see the bitch walk in. Jesus, talk about stalking. She then joins our table. She makes small talk, but I see her pumping Giles for information about me. I don't have many friends here, and she has made it her personal mission to take away the ones I have. She is jealous because, I got in because of my academic record and a recommendation for Professor Walsh. She keeps telling me that I don't belong here.

Giles picks up on my aversion to her. He then tells her that it was a special occasion that brought him here. "I am asking Willow to be my wife when she has finished her education." I smile. Is he serious? I mean he is very handsome.

I have looked while he and Buffy trained. He has a nice body. Willow, get your mind out of the gutter. She picks up his gentle queue for her to leave. He then cups my chin. I smile as his warm fingers pull me closer. I then kiss him very deeply. I am not sure how long we kissed, but I was very aroused. He then nodded towards the door. I slid out of my chair and followed him as we paid the bill. The walk to the hotel was quick. I followed him into the elevator. I then pushed him against the wall and kissed him hard.

I don't believe I just did that. He responds with a passion I never knew he had. His hands are traveling on my spine pressing me closer to him. The two of us came up for air at the same time, panting hard. He looks at me. "Willow, are you okay? " He then puts his lips next to my ear. "Are you drunk?"

I smile. I put my lips so close to his ear that he can feel my breath. "Do you want me?"

Soon I am pressed against the wall. Giles does this maneuver with his legs and his knee is wedged in between my legs. I grin. He presses his hardness against me. I smile and do this growl thing. I then bite his lip, not real hard, but not too gentle either. He grins; his hands grab my wrists and hold them in place. I still try to increase my contact with him. He smiles as I rub against him. "Rupert or Ripper?" He says in ragged breath.

"Ripper." I tell him. That night, when Ethan came into town on Halloween, I saw a side of Giles that scared me and thrilled me. It has been so long since I have been touched. I want to know all of Giles. The doors open and we walk to the room. My hands travel up his back. I dig my claws into him. He moans hoarsely. We get into the room, He throws me on the bed. We aren't gentle. His touch is rough. I love it. He smacks my ass. I moan loudly. Again he puts his lips next to my ears and say "Did we enjoy that?"

"Yes, do it again." He smiles. He puts me over his knee and spanks me twelve times. I am so wet. He puts his hands on my clit. "Little girl likes to play rough."

I nod. I run my hands over his erection. I don't remember when the clothes came off, but I remember taking all of his length into my throat. He is so large, thick and very hard. He holds my head as I pleasure him. He periodically pulls my hair. I moan when he pulls me away. He takes me doggie style. He slams himself deep into me. I beg him for more. He then slips a finger into my asshole. I groan like crazy. No one has ever done that to me. "Like that?" He grunts.

"Yeah."

He keeps teasing my other hole. I feel him stretching me. I shiver at the though of his member there. Sure enough, he uses some hand lotion. I squeal as the cool liquid hits my tender tissue. Ripper is gentle with me at first, knowing that I have never done this before. I gasp when it is all the way inside me. I feel so full. Soon, I am begging for him to fuck me harder, deeper. He does as I ask. He even spanks me while we fuck. I know that my body will be sore for days, but it feels so good.

My orgasms were so intense. I can't describe what went through me, but it was incredible. I feel Ripper tensing up. When he comes, he comes in my asshole. I feel it as it comes out. I think that he came a lot. He gives me little bite on the shoulder and we fall asleep. I am glad that he came on a Friday night.

When I wake up, everything is fuzzy. The memory stirs as I get up. My body is sore from him. I miss that feeling. I can't believe I slept with Giles. I can't believe just how much I enjoyed it. Part of me is so nervous. I hope I haven't ruined anything. I heard water running in the bathroom and slip a shirt from the floor on. I felt the tension in my body as I move. Giles avoids my eyes. "Am I in trouble?" I timidly ask.

"I am." He says.

"How so?"

"Well, I got you drunk, seduced you, I know that I hurt you last night. Willow, you have always been my prodigy, my charge. I feel as though a boundary has been broken. I feel like a damned cradle robber. Buffy will be a little bit upset."

"I wasn't going to tell her. This is between us, only us. I am an adult, under the legal drinking age, but an adult. Besides, I wanted you." I see him slightly smile. "I hurt you last night, Ripper hurt you."

"You gave me a choice, you asked me, Rupert or Ripper. I chose Ripper. Everyone treats me like a child. I enjoyed what we did last night, everything we did last night. Did you enjoy it? Was I bad? Did I fail some test you devised?"

I was silenced by his kiss. I love the feeling. His hands run over my body. He makes this groan when he realizes that his shirt is all I am wearing. Soon we end up in bed. This time he takes his time kissing me. I gasp as his gentle caresses take me to dizzying heights and orgasmic bliss. I enjoy our time together. I know that he will be on a plane to Sunnydale tomorrow night.

We did the museums, hit the occult stores, we did the tourist stuff. Then we went back to his hotel room.  I gasped as he made love to me again.  It took my breath away.  I wanted to beg him to stay here, to stay with me. I wish he could stay here and be with me. I love him. Maybe I have always been in love with him. It took me all this time to realize that. He is my destiny. I apologize for the nail marks that run up and down his spine. He then chuckles and apologizes for the bruises on my hips from his powerful thrusts. I drive him to the airport. He kisses me deeply before he boards the plane. My heart goes with him.

~Part: 3~

Willow POV  

I drive down the familiar streets of Sunnydale. I need to find Spike. He will help me. I pull out the piece of paper that held a map he drew to direct me to the cavern. I listen with my hearing. I hear Harmony. I smile. Obnoxious tramp!!! I think to myself. I creep down the halls. "Did you miss me honey?" I sweetly ask Spike.

He is in bed with Harmony. Harmony growls at me. I shrug my shoulders and slowly walk over to the big bed. I see how Spike is looking at me. It's a mix of curiosity and lust. I then lick my lips and kiss Spike. Harmony goes to punch me. Without even breaking the kiss, I grab her wrist and squeeze. I let go when I hear bone snap. She pulls away nursing her broken wrist. Spike looks at me. He knows. "Red, you've changed."

"College does that to you." I then straddle him. We kiss again, more violently. Harmony slips into vampire face. "Leave my Spike alone, Nerd."

I get off Spike and laugh. "Have you looked in a mirror lately?" I innocently asked. She had to think about that. What an idiot! "Spike, were you drunk when you made her?"

"I think so, the night is kind of fuzzy to me." We laugh together. I am aware of his hands touching me. He holds eye contact with me.

"He's mine!" She tells me.

"Harmony don't you ever learn? You are so old news. Go find some else to be."

She lunged at me. I swung my leg and kicked her hard in the stomach. I heard bone break as she hit the wall. Spike saw my smile. She staggered up and tried again. I pulled on her long blonde hair. Then I kicked her hard at the base of her spine. Even Spike winced as she hit the stonewall again. She screamed when she realized that I had drawn blood. I then licked it off the side of her face, then her face came in contact with my fist. I stood over her crouched frame.

"I'm sorry, Harmony, were you saying something?" I innocently ask. She tries to crawl away. I need to keep my identity a secret. "Sorry, Harmony, I can't have you ruining my plans." I say as the stake, which I had hidden, slips smoothly through her heart. Spike is looking at me. He is cute, no Ripper, but he will do. "So Red, tell me how when I last saw you, you were a bubbly college student, now you are an evil mastermind? I do like the change. Had I been not implanted, we could do some wonderful carnage together."

"It started with my wiccan group. That is where I met Denise. She was a small time wicca, not as good as me, but not too bad. We became friends, I knew her friends, I partied with them. They made me. They taught me to hunt, to kill. I have increased my powers. We were professional hit men, bounty hunters. We killed, fed and got paid a lot of money. Then things got bad. I was on a hunt; I saw the whitehats torching the place. I stood in the shadows. I was weaponless and they had flame-throwers. I saw my sire and my family turn to ash. I hunted all of them down. Some I made like me, then killed, once they loved the hunt. I have no one else to turn to. So I figured that we could work together. I have a plan. Are you interested?"

"I love a good scrimmage. Please, remember that I am slightly hindered."

"Not for long. I am going to fix you. I will undo what has been done. You are the key to my plan. We need to get out of this town as soon as possible. I know that Buffy doesn't hunt here, because she died here, but the Initiative might. My blazer is waiting." I watched, as he got dressed. Later, Willow. I smile. He does have a nice body.

We arrived at my blazer. "We aren't alone." He said.

"Show yourself or suffer." I saw. Then I saw her. "Denise, you're alive, sort of."

"Yeah, I was hunting. I stayed with my dinner. I was going home, and then I saw the whitehats. I watched as they took their flame-throwers. I stayed hidden."

"Good. I am glad you are still here. How did you find me?"

"Lojack. It's on all our vehicles. Michael though we should be able to find each other in case of emergency."

"We need to head upstate. I am sorry, Denise meet William the Bloody, or Spike. Spike meet Denise. The Initiate might be out. Let's motivate!" We hop into the blazer. It is black with tinted windows. We drive north. Spike directs us to an apartment that he owns. In the apartment I hook up my laptop. I spend most of the night going through Giles' files. "Bingo!"

"What Red?" Spike asks. He eyes Denise's hand resting high on my thigh. "A present for you. I won't be filling in for Dru, I know whom I want. She will be for you."

"Present?"

"Yes, I want the watcher. He knows what I like."

"You shagged the watcher?" Spike inquired.

"You had sex with a whitehat?" Denise asks, horrified.

"Yeah, I also know the slayer very well." I see Denise look at me. She is pissed.

"Willow, why did you not tell us? The whitehats work together."

"Ripper was fired by the council, the slayer doesn't take orders from them. That is probably why they were more proactive. I will make them all pay."

"Denise, you have a strong medical background. The Initiative has v-chipped Spike. He can't hurt a living human. It sends immense pain through his head. We need to remove or deactivate it. The hospital will have the necessary equipment for MRI or CAT scans. If I can get a good look at the chip, I should be able to deactivate it. I want to pick your brain. Are you game

Denise?"

"Sure. Why this particular hospital?"

"Because it has a very special patient. I have the blueprints and her report." I print out her file. Denise reads the report. I can see she curious about this person. Spike just wants to get rid of the chip.

"She should be dead. Why is she still alive?"

"She is a slayer, isn't she?" Spike asked.

"Yes, that is Faith."

"Who put her there?"

"Buffy."

Both Spike and Denise are surprised. "Someone has been a bad slayer." Spike quipped.

"She was. She is a bitch. She held a knife to my throat. But she was evil. She liked to hunt. .Fight. .. Kill. I miss her."

"She is your present Spike, if you want her."

"I think I can have some fun with her."

"Alright, I will deactivate the security and plan the attack. I will sire Faith, then we fix Spike. The coma patients will provide us dinner."

Denise smiles at me. "I knew you would end up in charge. You were the smart one."

Denise then strokes my hair; she gently tugs and kisses me. Spike joins us in bed. We take turns pleasuring each other. Then we sleep in the same bed a tangled mass of flesh and limbs. I take my time with the hospital's security system. I feel Spike come up next to me. "What is your plan?"

"I want a little chaos, some carnage. I want Ripper. I am just trying to factor in the timing. I think he might be useful to helping me fix you."

"He didn't help before." Spike casually said.

"Mens rea. Why should he? You are a threat to the slayer and all of humanity. He wanted to find out the Initiative's methods, motives and means. He wanted only to protect the slayer. He is smart. He could be invaluable. He was the brain behind foiling most of your plans Spike."

"You and Denise haven't spoken all that much."

"We were never really close. She was Michael's favorite until I came along. She has hated me, but paraded her status over me. This is my town and she is not my sire. She can come along for the ride."

"Are you sure it wasn't you foiling my plans Red?" I smile. "I am just figuring the order. I need to make sure that Ripper is away from the slayer."

"Tonight. Puppy is back, has been for around six months. I wolf-sat last time. Puppy sent Giles to make sure you were okay."

"That explains a lot. He seemed so guilty for what happened. Oz sent him to check on me, that's why he said I was his charge. It makes sense now. I will bring them both here tonight. Can you weld a cage to hold puppy? We will let him out on the full moon tomorrow. He will keep the Initiative busy. I need to change into my old clothes. The look of surprise will be fun."

"I like you better than my sire."

"Oh, another plan. I think we should trap the slayer. I can shoot her with enough tranquilizer, sire her and leave her at Angel's doorstep." I saw, as I get the mental image.

"You are evil. I like that idea."

~Part: 4~

Willow POV

I pulled my blazer near the place where my puppy lay. I used my infrared vision, making sure no one was around. I smiled. I walked into the crypt where Oz was. He was going crazy. I smiled. "Freeze."

"It's okay, Giles, I'm unarmed." I saw. I see his smile and the crossbow aimed at me drop. I walk over to the cage. Puppy is snarling at me. My back is turned to Giles, I slip into game face and stare him down. Wuss!

I see Giles admiring my body. I made sure to dress in my old Willow clothes, but I made sure Giles could clearly see my hard nipples poking out. I wanted him to want me, desperately. "Did you miss me?" I ask. My plan works. I can feel his eyes on my body. He wants me. I see him lick his lips. I can see the arousal coming off him in waves, so can Oz. Giles looks so nervous. "Are you mad at me because of what happened between us?"

He gets even more nervous. I slowly walk over to him, dropping my shirt. The night air feels so good on my breasts. I see how Giles is looking at them. I remember his fascination with them, namely sucking on them. I see the desire in his eyes. He then clears his throat and nods towards Oz. I pretend to be shocked at my own behavior. I know that once he touches me, he will know. We make small talk. "I want you." I tell him.

He touches my shoulder. I grin. He looks at me and takes a step back. He then holds a cross up to me. I really hate those. I kick it out of his hand. We have a little fight. He groans when he feels the little prick in his leg. I smile as it takes effect. I pick up the tranquilizer gun and shoot Oz. I carry both bodies to the hideout. Denise can play with puppy. Spike throws Oz into the cage. I chain Ripper to my bed. Denise is glaring at me. "What are you doing? Why is there a whitehat and a wolf being kept in this house?" She asks. I pause.

"Denise, I will say this once, this is my show. You are welcome to join in, but don't question me."

"The wolf will be a diversion. Tomorrow is a full moon. He will cause havoc on the streets. Too bad we can't watch. " Spike says. I smile. He usually has a good idea or two.

She does not trust me. She just leaves the room. "Spike, tomorrow night we take the hospital. With Faith and Ripper on our side, things should go smoothly. I am looking forward to these next few days. Why don't you and Denise get a bite to eat, just not in Sunnydale?"

Spike tells me to have fun with Ripper. I go downstairs and I hear them talking. "I don't trust her Spike."

"Denise, give Red a chance. This is her town. If she gets staked, she gets staked. I think that things will work out."

"Spike, this is a powerful slayer."

"Willow was the slayer's best friend when she was alive. She worked with the slayer, she was the bloody leader of the scooby gang for god's sake."

"She never mentioned it."

"Slayer needs a secret identity. Willow kept the secret."

"A whitehat?"

"He taught her magic. He is smart and powerful. He stood up to Angelus' torture. He is not the average whitehat."

"Angelus? I heard of him. Really evil dude. "

"Yeah, old soul boy himself."

"What the hell are you talking about?"

"Angelus got cursed by gypsies. Got his soul back. He helped the slayer. It seems the gypsies put a clause in the curse, one moment of complete happiness no more soul. He the slayer shagged, bye-bye curse."

"Who would want to fuck a slayer?"

"I think she'd be fun. She's a kitten that likes to play. She's the only one that has faced me and lives. I am with Willow in this, but only while I know it is safe."

"I am just nervous."

"Willow has a great head on her shoulders. She does not do rash things. I have faith in her plan." That bitch! I am glad that Spike defended me. I walk over to the cage and look at the sleeping puppy. I wonder what happens to wolves if they become vamps. I might do an experiment. I get a fresh bunch of candles. I inhale the peach scent. I know that Ripper will wake up soon. I get out of my old clothes. I slip on an emerald green silk nightshirt with spaghetti straps. I know that Ripper will want me. I will use that against him.

I light the candles slowly, savoring this moment. I get my camcorder and set it on the tripod and aim at Ripper's sleeping form. I smile, as he looks so good, bound to my bed. This will be one hell of a Kodak moment. I see him stir. I climb on the bed and kiss his forehead. I smile, in my human face, as he realizes his situation. "Ripper, you're awake."

"Who did this to you?"

"Does it matter?" I ask. I run my finger along his jaw line. I miss the feel of his skin.

"Please Willow tell me." Always the watcher.

"It happened in Boston. Someone in my wicca group was a vampire. Her sire made me. But the whitehats came and got them. I have no one else Ripper. Oz left me. There was only you."

"Willow, let me help you. It doesn't have to be like this."

"What are you saying? You don't want to be with me." I ask. I straddle him, feeling his desire stirring beneath me.

"Willow, I have loved you for years. I want to be with you, but not like this."

I place my finger over his lips. I wiggle against his member. He is getting harder. He is not afraid. I look into his eyes. No fear in his eyes. I admire his resolve. There won't be any begging. I kiss his lips, his jaw, his neck. He sharply inhales as I kiss his neck. I can feel his pulse under my tongue. I hear his blood calling out to me. I then trail kisses down his chest. He is very aroused. I am glad that I undressed him, as I slide further down his body. I slip his long hard shaft easily into my throat. I hear him moaning. I purr low for him. He grunts loud.

I want him inside me so bad. I then release his shaft from my throat. I hungrily kiss him, keeping my human face. I impale myself on him. We both groan in passion as he fills me. I have never had a more perfect fit as I have with Ripper. We find our rhythm quickly. I am moaning loudly now, so is he. I feel my impending climax, and sense his. He throws his head back. I take the unspoken invitation. He gasps loudly as my teeth pierce his flesh. His blood is the most wonderful taste. I hungrily suck on his blood, feeling his love, his sorrow and his passion. His pulse begins to slow. I take my dagger-like fingernails and slit my breast. I place it in his mouth. I have never sired any one this way. Holding him this close to me as he takes my dark gift. His suction gives me another climax. I finally have to pull away for fear he will drain me.

When his heart stops, I unlock him. He looks so peaceful when he sleeps. I know that puppy will be awake soon. I lock Ripper in my bedroom and go to play with puppy. I slip back into my old Willow clothes. I smile as he is chained to the wall. I see him stir.

"Oz?" I call out to him. I do my Oscar winning fear act. I see him struggle against his restraints.

"Willow, are you alright?"

I run over to him. I wear the long sleeves to hide my cold skin. I tell him I am scared. I ask if he remembers what happened. He doesn't remember. He tells me Giles was with him last night. "Where's Giles?" I ask. He is trying to be brave.

"We need to get to Buffy." Oz says. I look away. I know that I will not be able to act much longer. He looks into my eyes. One thing about predators, they can spot each other. He pulls away from me, so I slip into game face.

"Thanks for the memories Oz."

"What have you done with Giles?" Oz asked, his voice full of contempt.

"Before or after I was changed. Everything." Oz gives me his trademark look. "I heard that you sent him to check on me. It explained why he felt so guilty."

"Who did this to you Willow?"

"Why is it you and Ripper both asked me the same question?"

"Where is Giles?"

"Where he belongs, in my bed. He never told you, did he? He did things to me were very unholy. Bored now. Sleep tight puppy , tonight you play." Oz watched as I got up and unlocked the cage door. I nodded to Denise. She was going to play with puppy.

I went into the kitchen. Spike and Denise were playing scrabble. "Who is winning?" I ask.

"He cheats." Denise pouts.

"I can't help it if I know about ten languages." Spike innocently exclaims.

"Behave, I wonder if Ripper is awake."

I went upstairs. I see him sitting up in bed. He looks so handsome in his true face. "Good morning lover." I say to him.

He motions for me to climb into bed. He sees my smile. "Does little girl like to play rough?" He asks.

He sees my smile. I look on the bed and see the leather belt. I walk over to him. He picks up the belt and tells me to kiss it. I eagerly do. Soon he is using the belt as a whip. I have one hell of an orgasm. He stops and then runs his cool hand over my tender flesh. I press myself against him. Before I know it he slams his length into me. I shudder as he hits my spot. He occasionally pulls my hair or reaches around to pinch a very hard nipple. I tense up when he comes. I growl as I come. We then kiss in bed. "I am glad you still like to play rough." Ripper says to me. I love the feeling of his skin next to mine. "Do you want to play a game Ripper?"

He looks at me. "We are going to take over Sunnydale. We are going to see an old friend, and then we shall have a party. Interested?"

~Part: 5~

Willow POV

We waited until Oz was all wolfed out.  I let him loose in Sunnydale.  Denise was getting antsy, anxious to leave this town.  She kept rambling about Michael's family in Colorado.  I wasn't leaving until I took care of what I needed to here. I reminded her that she was free to go.  I would bring her to the bus stop. She then shut up.  We arrived at the care facility where the next sleeping beauty lies.   We disabled to medical staff quickly.   Ripper was amazing as he hunted.  We tormented a couple of doctors; let them think they had a chance to live.  Our fangs ended it pretty quickly.  Denise and I got to work on removing the chip.  Denise was quite impressed hearing first hand about William the Bloody.    We were successful in the removal of the chip.  Denise then took Spike for an all-you-can-eat buffet of patients.  I took Ripper to where she lies.  He put her there under an assumed name.

She was a sight to behold, dark lovely and had tubes coming from her arms, her mouth.  She was a prisoner in her own body.  That made me want to turn her even more. I then played with her hair.  It felt so limp and kinda dirty.  I knew she would clean up well. That would make it all the more fun.  I looked at Ripper.  He was so hot with his demon face.  He looked at me and I nodded.  I watched as his fangs tore into the girl's throat.   I began to pull the tubes out of her.   I then held Ripper as the girl choked out her last breath.  Spike found us just as she past.  "You do realize that this don't count as killing a slayer?"  

"I know it doesn't Spike.  That is where Buffy will come in." Ripper said.

"Got a plan, mate." Spike inquired.

"Didn't really know I needed one." Ripper snapped back.

"Boys, let's get home." I purred. Hunting had always gotten me hot and bothered, and with Ripper so close to me.  I wish I knew just why he affected me so.  His kiss was brutal.  I loved he got rough with me.

We left, with Spike carrying his new toy.  He reminded me of Xander on Christmas morning all excited looking forward to playing.  He looked forward to training his pet.  Denise snapped him out of his mental wanderings.  I watched as the haze in his eyes went away and Denise was still talking.  She wanted to torture Spike's new pet. Spike would have none of it, but she was pushing.  Michael spoiled her a little much, I fear, it really doesn't matter.   Then Spike spoke. "She is mine to do with as I please. "

"I never get to have any fun." She pouted.

"I told you we can take you to the bus depot, you can get the fuck out of my town, if you aren't comfortable."  Ripper snapped.

"I can't believe how you let your pet talk me."  She snapped, looking directly at me.

"He is my mate, not my pet.  All you have done is piss and moan since you have been here."

"This is foolish, wasting time in this one horse town. We can hook up with family in Denver, have some real fun."

"I have no desire to do that."  I simply told her.

"Michael would want it."

"News flash, Michael is staked, he's dust.  The old rules don't apply, this is my town. You don't like it here, leave."

~Part: 6~

Denise POV

Maybe I should have never invited her to that party anyway.  I loved Michael and now she rubs his loss into my face. I will fix her.  I packed the couple things I had and went into town.  I did a small spell, giving me a 98.6-degree temp.  Willow wasn't the only witch in town.  Finding the scrap of a girl called the slayer wasn't too hard.  I watched her.  She was nervous.   I looked at the boy who was practically hanging on her every word. He wasn't her pet, but he so wanted to be.  I was trying to listen in on the conversation, waiting to make my entrance.  I wasn't here to hunt.  As much as the thought of helping the slayer was gut-wrenching, I wouldn't give Willow the satisfaction of catching the slayer off guard.

"Hi, I'm Denise." I introduced myself and sat down next to them.   I saw the slayer stiffen up; she knew what I was. "Its ok, Slayer, I am not here to hunt. Relax."

"You're a vampire?" The boy said.

"Yep. Been that way for over fifty years, but again, not here to hunt."

"So what are you here for? I mean most vamps aren't here to socialize."

"Well, we aren't socializing.  I came to warn you actually. Don't invite them in, any of them.  They aren't your friends anymore."

"Whom are you talking about?"

"Well, let's see there is the dark haired girl, you remember her I am sure.  It's not everyday a nearly gutted girl falls from a roof and lives." I saw the slayer's eyes darken. She knew exactly whom I was talking about.  "Plus the redhead, what a bitch, thinks she is such a bad-ass.  Thought her little spell would save her.  Her ego needs to be checked, you know?"

Again, the slayer knew whom I was talking about. So did her friend.  " Plus the older guy, the one Red's been banging for a while now.  He used to be so bad, summoning a demon and such, but anyway, stay away from them.  They changed.  I am not sure where the puppy is.  Not too safe to have wild pups running around with the white hats out.  I have to get going, I am going to visit some family I haven't seen in a while. "

"Who did this to them?"

"My sire. He turned the red-head.  She turned the other white hat.  I think Blondie might have turned the other girl, whoever she is.or was.."

"Her name was Faith." The boy said, he kinda looked sad over it.

"Anyway, I am outta here, once red finds out about our talk, she'll get really pissy.  Was she like that before we turned her?  What a bitch she is now." I then left.   I had enough of this town.  I had enough, period. I fingered the keys from my last victim, hopped in the car and headed north. I had family to find.

THE END

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