A Night to Remember

sequel to The Coming Night

Author: Spikedluv

Rating: NC17

Pairing: Willow/Spike (as it should be), Buffy/Giles

Spoilers: Minimal, through Pangs, season 4.

Summary: `Something Blue' never happened, Willow finds another way to get over Oz.

Notes: Fluff, the whole fluff and nothing but the fluff.  * * indicate emphasis.

Feedback: It's ALL about the feedback (and naked Spike)!  Don't make me beg, it's not pretty.

E-mail: spikedluv@midtel.net

Distribution: If anybody wants it, please take it.  Just tell me where it goes so I can keep track...OK, so I can pull it up and just stare at it for a while!

Disclaimer: I don't own these characters, just borrowing them for awhile.  Everything belongs to Joss Whedon, Mutant Enemy, Kuzui Enterprises, Grr Argh, the WB, UPN and whoever else they really belong to, although I wouldn't mind having a Spike of my own.  Who would?

***********************************************************

Buffy and Willow stood outside Giles' apartment door arguing over who was going to knock.  They had been planning this evening's activities all afternoon, wanting to make it a night to remember, but now that it came right down to it, they were both suffering from a bad case of nerves.

The two girls were in the middle of a whispered conversation that went something like, `you knock', `*no*, you knock', `no, *you* knock', when the door was suddenly thrown open.

"Would one of you just bloody knock on the bleedin' door!" Spike said in an exasperated tone.

Willow looked at him and couldn't help but smile.  He was wearing the blue jeans and blue shirt from last night.  Yum.  And he was just so *cute*, she thought, pretending to be all annoyed.  She knew he wouldn't have bothered getting up to open the door if he didn't want her to come in.

"What are you smiling at, witch?" Spike tried to scowl at her as his unnecessary breathing sped up.

"Hi, Spike," Willow's voice was breathy.  She pushed past him, making sure to rub her body against his, and entered the apartment.

"Hi, Giles," she said to the man who was just coming out of the kitchen with a teacup and saucer in his hands.  He was dressed casually in a pair of faded blue jeans and a long-sleeved, light- weight sweater.

"Slayer," Spike said, "you coming in?"

"Spike," Buffy said as she followed Willow into the apartment, too nervous to think of a good comeback, or even a half- decent one.

"Willow, Buffy, what are you doing here?  I expected you to take the night off from research."

"We are," Willow said as she sat the bag she was carrying on the counter and began to unbutton her jacket.  "All of us."

"We, um, we brought left-overs," Buffy said as she placed her bag next to Willow's.  She glanced at Giles and then quickly looked away.

"Oh, well, that's very kind, but, you didn't have to do that," Giles replied as he stepped toward the counter.  "What kind of leftovers?"

"H-ham, mashed potatoes, green bean casserole, ah, rolls, pie...anything else?" Buffy turned to Willow.

"Movies," Willow said with a smile as she started to slip her jacket off.  She felt Spike's hands on her shoulders as he helped her with her jacket and shivered.  She didn't know if she could stick to the plan.  She wanted to jump him right here and now.  Alright, maybe not with Giles standing there, `cause that would just be...gross, but, maybe if Giles turned his back, Willow thought for a moment...okay, nope, that wouldn't work, either.

"Thanks," Willow turned around and ran her hands over her stomach, supposedly smoothing out any wrinkles left by the coat, actually attempting to draw Spike's eyes to her shirt.

Spike held the coat out toward the hook and dropped it on the floor as he saw Willow's...shirt.  What there was of it.  Bloody hell, he wanted to reach out and cup the lace-covered mounds he could see through the sheer blouse and...not get staked by the Slayer, he remembered her presence just in the nick of time and pulled his straying hands back.

Willow noticed Spike's reaction with satisfaction.  She looked down at her coat lying on the floor and gave a little laugh.  "Ready for a movie, Spike?" she asked as she turned away.  "We've got action/adventure flicks."

"Action," he spoke softly to himself.  "Definitely gettin' me some of *that* later."

Willow giggled as her nipples hardened and she felt moisture pool between her thighs.  Yes, he would, she thought to herself, if she could hold out that long.

Bloody hell, Spike thought as he smelled Willow's arousal. He wondered if he'd be able to hold out that long.

***

Willow put the leftovers in the refrigerator while Buffy popped some popcorn, pulling bowls out of the cupboards.  Willow looked at her and smiled.

"What?" Buffy asked.

"Already know where everything is, huh?" Willow teased.

"Shut up," Buffy hissed and Willow laughed.

Willow poured blood in a mug for Spike, to be warmed up after Buffy finished making popcorn and then checked the cooler from last night's party.  There was still some soda cooling in the ice water so she grabbed a couple out and dried them off.  Buffy carried the popcorn and soda into the living room and then loaded the movie into the VCR while Willow heated up Spike's blood.

Willow walked into the living room to see Spike lying on the couch with his legs crossed at the ankle, one hand resting on his stomach, the other carrying a lit cigarette to his lips.  Giles sat in the armchair, one leg on the footstool sipping his cup of tea. Spike continued to smoke despite Giles' repeated requests to `put that blasted thing out'.  He normally would have appeased the Watcher, but tonight he was too nervous.  He wondered what the witch was up to.

Willow sat the mug on a coaster on the coffee table, then grabbed the cigarette out of Spike's mouth and put it out in the ashtray.

"`Ey!" he grabbed for the cigarette, but she was too fast for him.

"Stop, ya big baby," she swatted at his hands.

Willow turned out the living room and kitchen lights, leaving on a small light in the `den' behind them, then walked back to the living room.  She smacked Spike's head and said, "Let me sit."

Spike lifted his upper body off of the couch and Willow sat down.  He immediately lay back down, resting his head in her lap. Willow sucked in a deep breath and Spike looked up at her with a smirk.

Bloody hell, his face got even more pale, he could see her bleedin' *nipples* through the sheer cotton and lace!  Spike lifted his head an inch off of Willow's lap, and he was *this* close to tasting...bugger, he lowered his head, had to remember the Slayer, not to mention the Watcher, were in the room.

Just then Buffy finished setting up the tape and turned around, looking for a place to sit.

"Sit on the stool," Willow suggested and Spike raised an eyebrow in contemplation.

"Oh, no, um, Giles is using it," Buffy stammered.

"Nonsense," Giles said, his British manners kicking in and overriding the sense of impending doom he'd been experiencing since Buffy had walked into the apartment.  He took his foot off of the stool and slid it around to the side of the chair

Buffy pushed the stool back a little and sat down.  She leaned against the back of the chair and rested her elbow on the arm.

"R-ready?" she asked and when Willow nodded her head she started the movie.  Buffy couldn't concentrate on the movie sitting this close to Giles.  Her fingers clenched the remote so tightly she thought she heard the plastic crack.

She stared at her hand and made a conscious effort to loosen her grip.  Giles sat his empty teacup on the end table, then reached out and took the remote from her, placing it next to the saucer.

"Th-thanks," she stuttered as she stretched her fingers, glancing up into hooded eyes.

"Watch the movie," Giles whispered softly and briefly touched her arm.  Buffy turned around to face the television.  Yeah, right, she thought.

Spike couldn't concentrate on the movie with the witch under him, although not under him the way he wanted her to be.  Oh, sure, he yelled at himself, think about shaggin' her, that'll make it better!

Willow was all soft under his head, her breasts were so close to his face, he could smell her arousal...and she was touching him. One hand played with his hair while the other rubbed his chest.

"I can see your nipples," he whispered and Willow's hands froze.

"Really?" she asked as a fresh wave of desire passed through and she trailed her fingers lower on his stomach.

"Ya might wanna stop that, witch," he warned, his husky voice pitched low as he wrapped his fingers loosely around her wrist.

"Might," she whispered as she pulled her arm free of his grip.  "Might not,"she brushed her fingers over his erection.

Bloody hell, he thought again as he sucked in an unneeded breath.  This had to be worse than one hundred years in hell.  Angel, that wanker, had nothing on him.

***

After the movie was over Giles stood up.  He had to get away from Buffy, and quickly.  He grabbed his teacup and saucer, handed Buffy the remote, practically throwing it at her in his haste, then went to the kitchen.

Buffy watched him go, a sad look on her face.  She pushed the `stop' button and hit `rewind' before looking over at Willow.

`Go after him', she mouthed, jerking her head toward the kitchen.

Buffy looked into the kitchen, then back at Willow.  She stood and took a deep breath, dropped the remote onto the coffee table, picked up the untouched bowls of popcorn and walked toward the kitchen.

"Giles," Buffy said as she walked into the small kitchen.

"Yes!" he turned around, startled.  He'd been lost in thought and hadn't heard her come up behind him.

"I, um, I think we should talk about last night.  Um, privately," she glanced into the living room where Willow and Spike still sat on the couch, rather, Willow sat, Spike lay, as she sat the bowls on the counter.  "I, um, I should probably patrol.  You want to come with?" she asked nervously.

The last thing Giles wanted was to be alone with Buffy, to hear her tell him that last night was a mistake, although he knew it was.  It had to be.  She was so young.

"Yes, of course," he responded.  "Just let me, er...," he trailed off, pointing toward the bathroom.

"Right, sure, of course," Buffy nodded as she backed nervously out of the kitchen and walked into the living room.

She stood in the middle of the room for a moment then straightened her shoulders and looked at Willow.

"Tell Giles I changed my mind, he doesn't have to patrol with me.  I, um, I'll see you later," she walked over to the coat rack, picked Willow's coat up off of the floor and pulled hers down.

"Buffy, no!" Willow pushed Spike off of her lap and jumped up, ran after Buffy and grabbed her around the waist, planting her feet and trying to hold her in place.  But Buffy had Slayer strength and she just dragged Willow along the floor behind her as she walked to the door.

"Bloody hell!" Spike swore as he shook his head and rolled his eyes.  What was his unlife coming to when he helped two bleedin' humans get together so he could shag a third?  Ponce, just like his Sire.

"He wants ya," Spike spoke casually as he sat up.

"What?" Buffy stopped suddenly and Willow almost lost her balance.

"I said, he wants ya," Spike repeated in exasperation.

"H-how do *you* know?" Buffy asked suspiciously, not sure she'd trust the blond vampire anyway.

"I'm a vampire, Slayer," he pointed to his nose.

"Eew!  That's just...disgusting!"

"Trust me," he looked at her pointedly, "it ain't no big thrill for me, either."

"Oh, my god," she blushed as she realized he could smell her, too.  "You're disgusting!"   Then, "Really?"

***

After a subdued Buffy and Giles left for patrol Willow looked at Spike with a suggestive smile.  She walked over to the coffee table and picked up the remote, running it through her fingers.

"Do you want to watch the other movie?" she asked teasingly as she rubbed the remote over her breast.

"Hell, no!" Spike said watching the remote carefully.  "Wanna shag," he raised his eyebrows at her.

"Do you *ever* think of anything else?" she asked in pretend disapproval as she stroked a puckered nipple with the remote.

Spike sniffed the air and smirked, "Do you?"

"Not lately," she grinned as she shut the VCR off.

"Take your knickers off," Spike whispered huskily.

Willow slowly lifted one foot to the coffee table, then the other, to take off her boots, then she stood straight, reached beneath her skirt and pulled her panties down.  She caught them on her toe and kicked them toward Spike who reached out and grabbed them, bringing them to his face and breathing in deeply.

Willow held her arms up and twirled around.  "Do you like my outfit, Spike?" she asked as she stopped with her back facing him, looking at him over her shoulder.

"You wear that for me, pet?" Spike asked.

"Maybe," Willow winked at him as she finished unbuttoning the shirt and pulled it off of her shoulders and down her arms.  She tossed it over her shoulder and it landed on his head.  Spike pulled it off and held it to his face, breathing in the spicy scent that was purely Willow.

Willow turned around and faced Spike wearing just her lace bra and the skirt.  Spike stared at her chest, her nipples peeking at him through the scrap of lace that passed for bra.  Lovely.

"Take your shirt off," Willow whispered as she cupped her breasts and Spike couldn't move fast enough.  He unbuttoned the shirt, pulled it off and tossed it on the couch.

Willow walked around the coffee table and sat in front of him.  "Give me your foot," she patted the table next to her.

Spike obediently lifted his foot and Willow untied the laces.  She pulled the boot off, lowered his foot to the floor, then patted the table on the other side of her.  Instead of lifting his foot Spike slid forward on the couch, his knees on either side of Willow.  He grabbed her hips and leaned forward, taking her lace- covered breast into his mouth.

"Oh, goddess," Willow moaned as Spike's touch made her juices flow. She convulsively ran her fingers through his hair as he grabbed the lace between his teeth and pulled it down, freeing her breast, then sucked her nipple into his mouth.  Oh, yeah, he thought, he'd been dying to do this all night.

Spike moved his mouth to her other breast and freed it from the lace before suckling her nipple.  He tilted his head back and looked with satisfaction at Willow's swollen breasts, lifted high by the lace.  He reached down with one hand and untied his remaining boot before kicking it off, then pulled her to the edge of the table.

He lifted her legs over his and moved one hand beneath her skirt, the other to her breast.  Willow moaned as she leaned back and gripped the edge of the table behind her.  Spike watched her face as he entered her with one finger, then added another, sliding them in and out of her, bending them and pressing them against her wall as he kneaded her breasts, rolled and pinched her nipples.

"Spike, please," Willow begged as she tried to lift her hips onto his fingers, "please."

Spike pulled his fingers out of her and she moaned in protest.  He stood and slid her body around as he moved to the end of the coffee table.  He knelt on the floor, pulled her to the edge and pushed her legs back.

He gazed at the delectable swollen flesh hidden beneath the curls until Willow kicked at him with her foot in frustration.  Spike smirked at her before burying his face between her thighs.

Willow gave a silent prayer of thanks to the goddess as Spike finally pleasured her with his talented, another quick thank you, mouth and fingers.  Soon she was moaning and writhing on the table as Spike drove her to the edge and pushed her over.

"Spike, Spike," Willow chanted his name breathlessly, then screamed it as she came.

Spike drank her juices until she stopped shaking and no more flowed from her body.  He lifted his head and Willow looked at him with heavily lidded eyes.  She held her hand out to him and he pulled her up to a sitting position.

She slid off of the table and knelt before him, wrapped her arms around his waist and pressed her lips to his chest.  She sucked on a nipple, flicking it with her tongue as she unbuttoned and unzipped his jeans and shoved them down his hips.  She moved her mouth to his other nipple as she placed her hands on the cool flesh of his hips, sliding them around behind him to squeeze his butt.

"Cor, Willow," Spike groaned as her warm hands touched him, his own hands running over her back.  He unhooked her bra and moved his hands around her body to cup the swollen globes.

"Sit on the couch," Willow moaned as he kneaded her breasts.

"Mmm, what?" Spike asked as he nibbled her neck.

"Sit...couch," Willow repeated as she licked and kissed his chest, his shoulder.

"You wanna be on top, witch?" he pulled on her nipples, the thought of her riding him making him even harder, if that was possible.

"Yes," she moaned, biting his shoulder.

"Bloody hell!" he stood up, pulling Willow to her feet and tugging her bra off of her.  He shoved his jeans down his legs and kicked them off, then reached behind Willow and unzipped her skirt, sliding it down over her hips.

Willow ran her eyes and hands over Spike's body.  He was so beautiful.  She couldn't believe he was actually standing here in front of her, that he wanted her.

As if he could read her mind Spike leaned down and kissed her, then wrapped his arms around her waist and lifted her.  He backed up to the couch and sat down, pulling Willow onto his lap to straddle his legs.

Willow lifted her head and looked into clouded blue eyes as she reached between them and wrapped her fingers around him.  She spread her knees, positioned him at her entrance and lowered herself onto him.

Spike groaned as she covered him with her heat.  As Willow began to ride him he cupped her bum and watched her breasts bounce tantalizingly.

"Cor, Willow," he threw his head back as she squeezed him.

"Tonight I'm gonna make *you* scream, Spike," Willow whispered into his ear as she drove him into her, pressing down to take him deeper.

She licked her tongue down his neck, sucked the sensitive skin into her mouth and bit down.  Her bite broke the skin and she licked the blood that welled up, then sucked the wound into her mouth, drawing his blood out.

"Bloody...fucking...hell!  Willow!" he screamed as his body tensed and he emptied himself into her.

***

Buffy and Giles walked several blocks in silence.  Buffy darted a glance at him then looked away.  He was so sexy in jeans, she wished he'd wear them more often.  Although, tweed obviously did something for her, too!  Argh, she groaned inwardly.

"Giles, listen, about last night...," she began nervously.

"Buffy," Giles interrupted her, "you don't need to say anything, really, I understand."

"You do?" she looked at him in surprise.

"It was an accident, a mistake..."

"Oh, god, Giles, I'm so embarrassed."

"...and now you regret it..."

"I never meant..."

"...but you don't have to..."

"Wait," Buffy stopped walking as she suddenly realized what he had said.  "You think I regret it?" she asked.

"Of course, but you don't need to worry..."

"But I don't!  Regret it that is.  I mean, except for the part where I attacked you and you didn't like it.  I mean, it *was* just supposed to be a thank you peck on the cheek, I swear, but then your cheek turned into your lips, and *that* was an accident.  But, um, the second time, with the lips, and the tongue, and maybe a little bit of thrusting, that was on purpose and I...oh, god.  Did you hate it?" she knew she was babbling like Willow.

"What...Buffy...no, of course I didn't *hate* it.  In fact, it was...rather pleasant," he assured her.

"Rather pleasant?" Buffy repeated.

Giles hesitated.  "It was bloody wonderful, alright?  But that doesn't change the fact that you're a young girl, placed into my care, with the rest of your life ahead of you..."

"Wonderful?" Buffy repeated.

"Er, yes, but...did you hear anything else I said?"

"Uh," Buffy relied on skills honed through years of practice and racked her brain, "young girl, your care, life..."

"Well, um, yes, so I think we should just forget about..."

"Will you kiss me?" Buffy blurted out.

"...what?" Giles asked in confusion.

"Kiss me," Buffy repeated as she stepped up to him.

"If I'm not mistaken I was just pointing out to you why that would be a bad idea," Giles told her.

Buffy placed one hand on Giles' shoulder and the other behind his neck, pressed her body against him and looked up into his eyes.  "Giles," she moaned, "please kiss me."

"Buffy," he placed his hands on her hips with every intention of pushing her away from him, but Buffy rose onto her toes and brushed her lips over his.

"Giles," she moaned against his lips as she wrapped her arm around his shoulder and pressed her breasts against his chest.  "Giles, please."

Now, a man can only take so much, and the feel of Buffy's lithe young body pressed up against him, her breath on his face and his name on her lips were more than *this* man could take.  He tightened his grip on her hips and crushed his lips to hers.

Buffy eagerly parted her lips and Giles shoved his tongue into her mouth, exploring, as his hands moved up and down her back, then cupped her butt, pressing her more tightly against him.

Giles released her lips and dragged his own along her jaw and down her neck.  Buffy clung to him as her knees went weak.

"Oh, Giles," she moaned as he sucked on her neck, "that was...that was...rather pleasant."

"Very funny," he said into her neck.

End

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