Night Sounds

sequel to `Nightmare'

Author: Spikedluv

Rating: NC17

Pairing: Willow/Spike (as it should be), B/G & X/A mentioned

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.

WARNING:  includes my brand of humor, which may not be funny at all!

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?

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

Several nights later they were all sitting around Giles' apartment, presumably to do research.  However, Anya was no longer the only one who had other things on her mind.

Spike was sitting on the couch and Willow was sitting on the floor between his legs, her laptop in front of her on the coffee table.  Giles was sitting at one end of the table with Buffy to his left, Xander and Anya to his right.

Giles was poring over the dustiest old book Buffy had ever seen while she was pretending to read the book she held in her hands.  Slipping her shoes off she leaned back in her chair and raised her feet to Giles' lap.

"I'm bored," she complained as she wriggled her toes between Giles' legs, "don't wanna research anymore."

"We've only been researching for half an hour," Giles replied absently as he reached under the table to grab her feet.

"I hate research, too," Anya said.  She dropped her book on the table, leaned back and crossed her arms over her chest.  "Let's do something different tonight."

"Like what?" Buffy asked as she pushed her feet into Giles' hands.

"Well, we could play a game," Anya suggested.

"No!" Xander yelled as his head shot up, his face paling visibly, his eyes wild.

"I didn't mean one of *those* kinds of games," Anya said loudly, "unless you *want*..."

"No-o!" Xander yelped, shaking his head and waving his hands at her.

"Like what?" Buffy asked again.

"Cards or...or a board game."

"I don't think Giles has any board games," Buffy said, stretching the foot Giles was now rubbing, "do you?"

"Uh, what?  Board games?  Er, no," he jerked as Buffy's other foot slipped back between his legs.

"Cards, then.  Xander's teaching me how to play poker.  We could play for money!  Or...something else," she said at the looks they all gave her.  "Oh, hey!" she was practically jumping up and down in her seat, "we could play *strip* poker!  That's not a sex game, right, `cause Xander doesn't want to play one of those."

"An," Xander groaned.

Giles choked, as much over the idea of playing strip poker with his young charges as in response to Buffy's toes against his growing erection.

Spike smiled.  Yeah, demon girl was alright.

Buffy looked at Giles in consideration as she pondered the notion.

"No way!" Willow put in her two cents.  "I'll play poker, but not *strip* poker.  I'm not dressed for it," she mumbled.

"What, luv, no knickers again?" Spike leaned forward and whispered in her ear.

"Shut up!" she elbowed him in the leg.  "You'd just rip `em. Or *steal* `em," she turned an accusing eye on him.

"Red, you wound me.  You think I'm a thief?  That, well, that stings," he clutched at his chest.

Her glare turned into a smile at his performance.  Goddess, he was just...so damn, er, darn, perfect.  Although, she knew he wasn't perfect, perfect, I mean, hello, vampire, killed lots and lots of people, and aggravating in the extreme.  But he was perfect for her.

"You *are* a thief," she insisted, "you stole my...," she froze.  What in the world was she thinking!  She had been about to tell him that he had stolen her heart, which would be equivalent to a declaration of love, which would make him laugh like crazy or run for the hills.  Neither one a pleasant prospect.

"Red?" he was looking at her in concern.

"I, um, I have to go to the bathroom!" she jumped up and ran for the hallway.

"Where'd Willow go?" Buffy asked from behind him.

Spike looked up at her in surprise, a shocked expression on his face.  "Bathroom," he finally managed to get out.  "Don't just stand there, Slayer.  Go!" he pointed frantically toward the hall down which Willow had disappeared as he wondered what in the bloody hell just happened.  They'd been talking about her knickers, right?

***

Buffy knocked on the bathroom door.

"Uh, someone's in here," Willow's muffled voice came through the door.

"Wills?  It's me, are you alright?" Buffy called softly through the door.

"Oh, Buffy!" the door suddenly opened and Willow's arm shot out to drag Buffy into the bathroom.  "I'm in *so* much trouble!"

"You're not pregnant are you?" Buffy joked.

"Very funny!  No, this is serious."

"Willow, just calm down and tell me what happened," Buffy put her hands on the other girl's shoulders and ran them down her arms in a soothing gesture.  "Did Spike do something?"

"Ye-es!" Willow wailed as she threw herself into Buffy's arms.

"Oh, Wills, please don't cry," Buffy wrapped her arms around the redhead and patted her back.  "Now, tell Buffy what the mean ol' vampire did and she'll go kick his ass."

"He," Willow pulled back and looked into Buffy's eyes.  "He stole my *heart*," she cried.

Buffy was stunned into silence.  "He stole your heart?" she asked after a long moment.

"Ye-es!" Willow wailed again.

"And that's bad, because, um...why, exactly?" Buffy asked in confusion.

"Because I don't think that's what he wanted!"

"What do you think he wanted?  Just a little slap and tickle?" Buffy asked.

"Yes!" Willow nodded furiously, pointing her index finger at Buffy.

"I think you're wrong," Buffy said.

"Why?"

"`Cause you're not the slap and tickle kind of girl, Wills, and if that's all he wanted he could have gotten it elsewhere."

"Well, I've been pretty darn slappy and, uh, tickly of late," Willow insisted.

"That's probably `cause he already had those grasping paws of his wrapped around your little heart, Wills," Buffy patted Willow's chest over her heart.

"Not true!" Willow insisted.  "I just *now* realized..."

"Doesn't mean it hadn't already happened, you just didn't notice it was gone right away."

"But I don't *want* to be in love with him," Willow moaned.

"Why not?"

"`Cause he'll leave.  The guys I fall in love with leave me," she sounded despondent.

"I know what you mean," Buffy hugged her again.  "But maybe this time the guys we fell in love with will stay.  Ready to come out now?"

"Oh, no!" Willow shook her head frantically.  "I think I need to stay in here and, uh, think, some more."

"Alright," Buffy said, "but think about what *I* said, too, not just what your scared little mind is telling you, okay?"

"Okay."

"And Wills," Buffy turned back, "you know if I thought he was going to be a poophead I'd tell you, right?"

"Right," Willow's lips twisted into a faint smile at Buffy's reference to Parker the Poophead.

***

Buffy stormed into the living room.   "Change in plans," she announced, "we're going on patrol.  The four of us," she pointed at herself, Giles, Anya and Xander.

"Giles and I will walk you guys home while we're out and then finish patrol from there," Buffy said as she pulled her jacket on.

"Chop, chop!" she slapped her hands together.  "Lets get a move on, people!"

As the others jumped up from the table and scrambled for their jackets Buffy turned to Spike.  "*You*," she pointed an accusing finger at him, "go talk to Willow."

"Is this about her knickers?" Spike asked uncertainly.

Buffy just stared at him, then shook her head.  "I don't even wanna know," she held up both hands and turned toward the door.

After everyone had gathered stakes and other assorted weapons of choice and left for patrol Spike walked hesitantly down the hallway to the bathroom and knocked on the door.

"Buffy?" Willow's voice called.

"Uh, no, pet, it's me," Spike replied.

"Spike!" Willow yelped, sounding a lot like Xander.

"You, uh, you alright in there?"

"Um, yeah, just, uh, not done, yet," she replied.

Spike smelled fear rolling off of Willow in waves.  "Open the door, pet," he said as he tried the knob and found it locked.

"No, Spike, I-I'm not done!" Willow insisted.

"Willow, open the door!" he grabbed the knob and shook the door in it's frame as he reached above, feeling for the key.

"No, Spike, I just need...Spike, get out of here!" she cried as he unlocked the door and pushed it open.

"What are you doing in here?" he looked at the little redhead sitting on the floor beside the tub with her back against the wall, then looked around the rest of the room for some clue.

"N-nothing...much," Willow said.  "J-just thinking.  Wh- where's Buffy?"

"Patrol," Spike answered as he stepped into the bathroom and shut the door behind him.

"P-p-patrol?!" Willow asked in surprise and Spike smelled a fresh wave of fear mixed with...arousal.

Spike walked toward Willow and she watched him with big doe- eyes.  He knelt on the floor in front of her and reached a hand out to her hair.  "What's wrong, luv?" he asked.

"N-nothing," she shivered at his touch.

"What were you thinking about?" his fingers trailed down her neck.  Bloody hell, the combined scents of fear and arousal were making him hard.

"N-nothing," Willow lied.  "A-and I think I'm done now!" she rolled to her knees and scrambled to her feet, racing for the bathroom door.

Spike smirked.  Oh yeah, he loved it when they ran.

***

Willow had her hand on the knob and was just pulling the door open when Spike put his larger hand on the door and pushed it shut with a bang, pressing his body against hers.  He grabbed her head and tilted it to the side, lowered his face to her neck and sniffed.  The smell of her blood flowing just below the surface brought his demon forth.  He licked a path up her neck, then dragged his fangs along it.

"Spi-ike!" Willow cried out as she pushed her ass back against him.  Goddess, she was so wet.  She'd been wet since he'd walked into the bathroom all powerful and demanding and sexy.  Spike moved both hands to her breasts, kneading and squeezing as he sucked on her neck, his fangs grazing the skin.

"Goddess, Spike," Willow moaned as she reached behind her and grabbed his hips, holding him so she could rub her ass against his erection.  Spike grabbed her shirt in both hands and pulled, tearing it in two.  He cupped her bared breasts in his hands, hefting them as if he were weighing them, then squeezing.

"Spike, please," Willow groaned, wanting more, wanting everything.  He moved his mouth to the other side of her neck as he rolled her nipples between his fingers.

"Take your pants off, pet," Spike commanded around his fangs and Willow's hands moved immediately to do his bidding.  She unbuttoned and unzipped her jeans and shoved them down over her hips.

Spike trailed one hand down her belly and through her curls until he found the swollen flesh beneath.  He slipped a finger between her slick folds and Willow's hands grabbed his hips again, this time for support, as she spread her thighs as far apart as her jeans would allow.

"Spike," Willow leaned back, tilting her head to give him better access to her neck and placing one hand on the back of his head, pressing his face into her neck.

"Ye-es," she moaned as his fingers brought her to the edge, her hips moving faster and faster against him.  Just before she fell over, he withdrew from her.

"Spi-ike," she moaned in protest.  Spike picked her up and sat her on the edge of the sink, shoved her sneakers off of her feet and pulled her jeans down her legs.  He squatted in front of her and lifted her feet to his shoulders.  Willow grabbed the sides of the sink to keep from falling back.

"I-is that going to hurt...much?" she asked.

Spike looked at her in confusion and then realized that he still wore his game face. "This?" he asked as he ran a fang along her tender flesh.

"Ye-es," Willow hissed.

"Do you want it to hurt?" he asked as his thumbs spread her, his fingers beneath her bum lifting her to his mouth.

"M-maybe," Willow was breathing hard, in fear and anticipation.

"Maybe next time," Spike promised as he brought his human face forth and buried it between her legs, tasting her juices, shoving his tongue inside her and sucking on her clit.

"Oh, goddess, oh, Spike," Willow moaned as she moved one hand to the back of his head.  Fisting her fingers in his hair, she ground herself against his face.  "Spi-ike!" Willow keened his name as she came, his tongue lapping up her juices as he drank his fill.

Spike gently lowered her legs and stood, he unfastened his jeans and shoved them down his hips, then pulled her to the edge of the sink and pressed his head against her entrance.  He grabbed her hips and held her as he drove into her.

"Spi-ike," she hissed as he stimulated her already sensitive flesh. She wrapped her legs around his waist and put one hand on his shoulder.  Spike looked down at the place where their bodies were connected and watched as he pumped in and out of her, her juices coating him.  He lifted his eyes to her bouncing breasts, then higher to her face, watching the expressions run across it.

Spike moved one arm around her waist and lifted her off of the sink.  Willow put both arms around his neck and tightened her legs around his waist.  He turned and shoved her back against the wall, then grabbed her hips and pounded into her, his face in her neck.

"Cor, Willow, you feel so good," he moaned against her neck.

Willow buried one hand in his hair as the other wrapped around his shoulder. Goddess, he felt so good inside her!  She could never get enough of this.  She tugged on his hair, pulling his head back, and crushed her lips to his.  She slipped her tongue between his lips, exploring his mouth as he drove into her.

"Oh, yes, yes, Spike, yes," Willow moaned as he brought her to the edge again.  He reached between them and rubbed his fingers over her clit.

"Spi-ike!" she screamed as her body tensed, her legs clamping around his waist as her muscles clamped around his cock.

"Willow!" Spike cried out her name as his own muscles contracted.  He slipped into game face and sank his fangs into her breast.  Willow screamed again as he drank her blood and sent her rocketing into another orgasm.

"Spike!  Oh, goddess, Spike.  I love you," she whispered as her head fell onto his shoulder, her body spent.

***

Spike's fangs retracted and he leaned his weight onto Willow, wrapping his arms around her as his body recovered.  At Willow's whispered words he tensed and tightened his hold on her.

"What did you say?" he asked quietly.

"Mmm, what?" Willow asked against his shoulder.

"What did you just say to me?"

"N-nothing," Willow leaned back and looked into his eyes.  "I- I didn't say anything," she moaned.  "I'm sorry.  I didn't mean to say it.  Let me down," she dropped her legs and started to pound on his back.  "Let me down!"

Spike put Willow down and stepped away from her, confusion written on his face.  Willow pushed past him and grabbed up her pants and sneakers.  She turned to the door to find Spike leaning against it with his arms crossed over his chest.

"Where are you going?" he asked reasonably.  Too reasonably. Willow looked up into amber eyes.

"I, um, don't know," she looked away.  "You ripped my shirt," she said as if that answered his question.

"What did you say?" he asked again.

"Nothing," she lied.

"Why did you say you were sorry?"

"Because you didn't want to hear it," Willow closed her eyes so she didn't have to look at him.

"Why's that?" he asked.

"You didn't want complications."

"That right?  Then why'd I pick you, huh?  What, you think I was just after a little slap and tickle?" his voice was deceptively calm.

"Y-you talked to *Buffy*!" Willow accused pointing a tiny finger at him.

"About what...this?" he asked.  "Not bloody likely."

"B-but the slap and tickle thing, that's what she said, too."

"*What* did she say?"

"Sh-she said...she said that if you just wanted a little slap and tickle you would have gone somewhere else."

"She did, did she?"

"I knew she was wrong," Willow's voice was so low Spike could barely hear it, even with his vampiric hearing.

"Did you, now?  How's that?"

"Can I get dressed?"

"No.  Answer the question."

"Wh-what was it again?" she still refused to look up at him.

"How'd ya know she was wrong?"

"She said, maybe this time the guys we fell in love with would stay, but nobody I fall in love with is ever gonna stay."

"Come here, Willow," Spike held his arms out.

Willow looked up at him with tears running down her cheeks, "Please let me go, Spike."

He took a step forward and pulled her into his arms.  "Never," he whispered as he went down to his knees pulling Willow with him.  He removed her clothes from the death grip she had them in and took the torn shirt off of her, then lay her down on the floor.  He pulled his t-shirt over his head and lay down beside her.

"Spike?" she asked.

"Say it again," he ran his fingers over her shoulder, then down to her breasts.  She mutely shook her head `no.'

"Say it again, Willow," he rubbed her nipple, then leaned forward and took it into his mouth.

"Spike!" she moaned as his touch ignited the embers still left burning from last time.

"Say it," he lifted his lips to hers and kissed her gently.

"Spike," she put her hands on either side of his face.  "I love you, Spike," she kissed him.

"I love you, too, Willow," he deepened the kiss as his hands explored her body.  It didn't take long for Willow to become worked up again and soon she was writhing on the floor beneath him.

"Spike, Spike," she moaned as she kicked his jeans down his legs.  "Spike, please."

"Tell me what you need, baby," Spike nuzzled her neck.

"You!  I need you, Spike," Willow's breath was coming hard and fast.  "Ple-ase."  Spike knelt between her legs and entered her.

"Ye-es," she hissed in pleasure as she wrapped her legs around his waist, her hands running over his back, his shoulders, through his hair.

"More, Spike, I want more," she begged him.

"What do you want?" he kissed her neck.

"Change," she lifted his head so she could look into his face.  "Change!" she demanded again when he didn't move fast enough to suit her.  Spike let the demon out and Willow moaned at the sight.

"Kiss me!" she commanded as she lifted her head to him. Spike claimed her lips and shoved his tongue into her mouth as he thrust into her heat.  Willow moaned into his mouth as his touch brought her to the edge yet again.

Forcing her tongue into his mouth she cut it on his fangs. Spike groaned as he tasted her blood and sucked on her tongue to get as much as he could.  He lifted his head to look down at her.  Sweat beaded on her forehead and tear tracks stained her cheeks.  And still, she was the most beautiful thing he'd ever seen.

"Spike, Spike, Spike," she was moaning again.  She could feel it, she was so close.

"I want to bite you again," Spike said.

"Yes!" Willow nodded.  He leaned down and licked her neck.

"I want to bite you here."

"Oh, goddess, yes!" she screamed.  "Please, Spike, I'm so close.  So close!"

Spike sank his fangs into her neck and drank.  Her muscles tensed and locked and  Willow screamed his name as she came.  With her sweet blood on his tongue and her muscles clenching around him Spike roared her name and emptied himself into her.

***

When Willow woke up she was lying naked on the couch with Spike behind her, his arms wrapped around her, a blanket covering them.

"You awake?" she asked softly.

"Mmm hmm," he brushed her hair away and gently kissed her shoulder.

"What are you doing?" she asked.

"Just listening," he told her.

"Oh, night sounds.  They can be pretty," Willow said sleepily.

"It is pretty," he agreed.

"What do you hear?  Crickets?"

"Your heartbeat," he whispered.

End

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