Changes

Author: Vampyre Kittyn

E-Mail: Sexy_mama81@hotmail.com

Rating: NC-17

Summary: Willow has ever so changed!

Distrubution:Want it then you had best ask me! This is my first fic be honest when giving feedback please!!

Spoilers: None really

Disclaimer: I dont own these characters Joss Whedon does and i am merely a slave to the inspiration he has created. I also dont own any of the Cranberries' songs.

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~Part: 1~ The Dance

Spike sat at the bar watching all the humans throwing themsleves about to the raunchy techno music. He sneered and went back to his drink. Suddenly someone bumped right past him almost knocking his beer out of his hand.

"Bartender, I need a rum and coke." The slight female ordered the male behind the counter. She quickly flashed him her fake i.d. and he fetched her the drink. Spike stood up blocking her path with his body.

"Excuse me!" she said slightly annoyed and tried to push past him but he deflected her attempts easily.

"Now Pet you should atleast apologize for almost tipping a bloke's beer over." he laughed at her.

"I'll be sure to dump it all over you next time and not to say sorry now get the hell outta my way, Spike!" she fumed.

"Red, now play nice." he chuckled

"I'd never play with you" she hissed at him and hop out of his way but not before he had her bare arm in his hand.

"So the little witch has an attitude now. Great!" he smiled widley.

"I'm warning you Spike, Let go or else." she shouted.

"Oh no what are you gonna do stomp on my foot?" he said amiably.

He thought he heard her growl before her free hand connected with his jaw, knocking him a few feet back and forcing him to release her.

"Thanks and I'm still not sorry" she smiled defiantly and sauntered off. No one really saw nor cared what happened.

Spike was furious and really turned on. *So the little witch wants to play* He smiled and watched as she chatted idly with the Slayer and he could see the evident glances of the male populace as they saw her sexy and short skin tight leather skirt and revealing green silk shirt. *But she still has on more clothes the Bitchy* he mused inwardly. He even saw the Xapper boy look at her with want but the only thing he could see on Buffy's face was shock and annoyance because no one was looking at her much less talking *about* her.

Willow looked hot and everyone it knew but her, she just felt comfortable in these clothes.

Buffy dragged Xander away to dance leaving Willow clueless to everyone else's stares and alone with her mixed drink. She sipped her drink catiously searching for Spike, making sure he wouldn't try anything foolish. When she finally spotted him smoking idly on the outskirts of the dance floor, she looked away hoping he hadn't noticed. But he had and he made his way to her table. When she looked back to find him, he was standing right next to her stool and she swore under her breath about vampires being steathly and silent.

"It comes with the package luv" he said amused.

"What do you want Spike?" She asked rather gruffly.

"Should I be honest when answering?" He implied seductively.

She blushed quickly and scowled at him. He smiled broadly.

*Funny little Spitfire*

An idea hit him and he asked her to dance.

Her face paled even more then her milky white skin really is and gave him a look of death.

"Out there with Buffy, the Slayer..may I remind you!" she questioned loudly.

"Well there's no need but yeah that was the general idea" he laughed out rightly.

He could all but hear her thoughts running through her mind so he decided to take action and grabbed her hand and drew her to the dance floor as a slow song had just started.

(I've got a picture in my head, in my head.
It's me and you, we are in bed, we are in bed.
You've always been there when I call, when I call.
You've always been there most of all, all, all, all.)

The blonde vampire drew her in close to him and placed his hand on the small of her back. He smiled as she shivered from his touch but she pushed herself flush up against his chest. She was hesistant at first but relaxed against him as she felt the throaty vocals pulse through her body.

(This is not Hollywood, like I understood.
Is not Hollywood, like, like, like.
This is not Hollywood, like I understood.
Is not Hollywood, like, like, like.)

Willow was amazed at how well Spike could dance and Spike was surprised at how much he liked holding her. The touch of her skin excited him and her heartbeat was just pumping away beneath her skin in her neck. He licked her pulse point ever so softly, Willow almost moaned at the contact and Spike knew that she held it in.

(Run away, run away, is there anybody there?
Run away, run away, is there anybody there?

Get away, get away, get awa-a-a-a-a-a-ay

Get away, get away, get awa-a-a-a-a-a-ay)

Willow's hand began to run up and down Spike's hard muscled chest. The first touch was electric jolt to Spike and now the more she touched the harder he got. A knowing smile crossed her face as Spike's lips danced over her pulsepoint again.

(Oh, oh oh oh oh oh, oh..)

They both knew where this night was going but they were in no need to hurry at this point, they just glided along touching, teasing and tasting.

(I've got a picture in my room, in my room.
I will return there I presume, it should be soon.
The greatest irony of all, shoot the wall.
It's not so glamorous at all, all, all, all...

This is not Hollywood, like I understood.
Is not Hollywood, like, like, like.

This is not Hollywood, like I understood.
Is not Hollywood, like, like, like.)

Although, without them even knowing it they had managed to avoid Buffy and Xander's view of them. The only thing they really knew then was each other's touch. They looked at each other with lust filled eyes and the air around them crackled with desire, Willow caught his thin lips in a breath taking kiss, luckily he hadn't any breath for just under 200 years. After he let her plunder his mouth throughly, he took the reins and swept his tongue across the roof of her mouth, making her moan into his.

(Run away, run away, is there anybody there?
Run away, run away, is there anybody there?

Get away, get away, get awa-a-a-a-a-a-ay

Get away, get away, get awa-a-a-a-a-a-ay)

Willow's hand lightly brushed against the ever growing bulge in the front of his jeans, he tore his mouth away from hers and growled against her neck. At the sound of his growl wetness began to pool between her thighs. Spike nuzzled at her neck as he smelled her musky arousal. She giggled against him after she began nip and licked at his neck while her hands slid underneath the back his black t-shirt under the leather duster. He had to stop from taking her right there and then when he felt her small warm hands glide over his smooth back.

(Oh, oh oh oh oh oh, oh..)

Willow felt the cold wall pressing against her back and looked up into Spike's icy blue eyes with a questioning look. "Here?" she whispered, referring the empty and almost pitch dark corner. He responded by running his velvet tongue along her tender lips. She slipped her arms around his neck pulling him deeper into her. "It's as good as any, Luv" he said as he allowed her to breath. She half shrugged and claimed his mouth again and turning him around and shoving him against the wall with a little force. He growled again as she grabbed the front of his jeans tightly. He returned the favor by placing his hands firmly on her leather encased ass. He placed her legs in between as she got closer to him. The tips of his fingers danced around the mid-thigh hem of her skirt, he felt her shiver again and she began to stroke his length through the black denim. *Gods,she's a little minx. Oi, I hope this never ends* Her soft fingers danced along his lower back but she switch tactics and her hands came to massage his abs. Suddenly she almost savagely bit his lower lip. He jerked his head back and gave her an amazed look. She gave him a sultry look as she (with almost vampiric speed) undid his belt and zipper, leaving him almost out of his pants. The cold air hit his shaft but her hands quickly followed suit as she began to nibbled on the injured flesh of his lip. Spike bucked himself into her hands as her warm fragrant breath and arousal assailed his senses His hands trailed to the inner most part or her creamy thighs and brushed past her wet mound when he his eyes rolled back in his head as he realized she wasn't wearing any underwear. She moaned at the missing contact when he pulled away and put her back against the wall. She growled but put up no fight and continued her teasing actions on his rock hard member. He hissed as she pulled his aching shaft fully out of the confines of his pants. She kissed his neck while his fingers strayed to her warm center. She mewled as he rubbed her sensitive clit in slow languid circles yet never giving her the full friction she needed. He placed her hand on his shoulders under his duster as he positioned himself at her hot core. He entered her in one swift movement causing them to both groan and grab at each other tighter. Her small short nails almost broke this skin on his shoulder as he began to suck on her pulsepoint harder. They set a slow and soft pace but it became frantic and hard as what little control Spike had was slipping everytime her hands kept brushing the spot at the base of his neck, it drove him wild. Willow was lost in the pleasure of him filling her so completly and she felt her orgasm building deep her groin. Everytime he hit her clit with his plevic bone her nails dug into his back leaving marks that would last for days. His hands that steadied her hips were also leaving bruises as they pace was picking up a maddening speed. Suddenly her body arched against his and her blunt teeth broke into the skin on his neck as she came, keeping her from screaming her release and with that his faced morphed and Spike bit through her lacey shirt into her shoulder as he came spilling himself deep with in her. He drank only a little as her heartbeat began to slow and she stopped shaking from the hardest orgasm of her life. He placed his vamped face against her rapidly breathing chest. She set her hands on his upper chest and lightly pushed him backwards and they both adjusted their clothes back to normal. Willow placed a small delicate kiss on his lips." Thanks..that was nice" was all she said before she left him there still hard as hell and opened mouth.

Buffy and Xander thought she had left to go home and she finally did.

~Part: 2~ His Storm

Willow sat listening to everyone around buzz about getting home before the storm broke but she sat outside relaxing on a bench not caring. The news said it was a monster of a storm but she disregarded all the warnings besides she liked it when it rained heavily. It was the only time she got to think in peace. She shivered from the cooling air that whipped the odd pieces of litter about. She had began to think of the other night at the Bronze with Spike, her body warmed to the memories of him. She hadn't been back to the club nor searched for Spike, although she was sure that the bleached vampire had watched her from th shadows sometimes.She picked up her purse and began to walk aimlessly around the darker parts of town, nowhere important. She was thinking about Spike when the storm began and she quickly decided to cut through a cemetary when she began to shiver. As time went by quickly it began to poor so bad she could hardely make out the outline if the headstones. She walked carefully slipping and sliding through until it began to hail violently, she swiftly entered the nearest crypt. *Just have to wait this out* she thought sullenly. As she took in the state of the place she mentally kicked herself at being stupid enough to have lingered outside too long. The rain began to beat down heavier as time wore on, it was deafening as it thrashed upon the roof. She failed to notice the sleeping vampire on the sarcophagus but saw the candles that were strewn about only half used and the empty alcohol bottles. With a simple incantation she lit the remaining candles, she then noticed the huddled form. She lightly stepped up behind the body *Goddess, don't let it be a corpse* and tugged at the blanket that covered it. She sighed easily when it moved to grab the blanket back but she swore her heart stopped when it spoke. "No more bloody candy!" he mumbled tiredly. "Oh, dear. Spike...wake up!" she said as he poked him in the chest.

He growled feircly and his popped open at the sound of Willow's voice. "This is just another dream." he groaned and rolled over to fully face her as he reached for a cigarette.

"Oh, yeah the Big Bad dreams about Willow the geek, riiight" she giggled.

He quirked an eyebrow at her as she sat in the farthest spot from his resting place. He watched her shift and fidget nervously.

"Why are you here,luv?" he asked breaking the stuffy silence.

"Can't get too far when I can't see through the rain and it was hailing when I got part way through the graveyard and this place was the closest" She replied hastily. He shrugged and continued smoking. He sat with his back against the stone wall, shirtless and he caught her taking a few shy glances at his naked chest. He finally caught her eyes with eyes and gave her a smug grin casuing her to turn away blushing.

"Think it's safe yet?" she question looking out a high window.

"Does it sound any better then when you came in?" he fired back hotly.

Spike was furious that she was acting like what they did was nothing and he wanted answers and an encore.

*She's bloody marvelous and gorgeous to boot* He remembered that night and he hardened as the thoughts stirred something deep within him.

"Red, you need to get out of those wet clothes. You'll get sick." He suggested nicely. Her faced look sunburned as she blushed deeply and shook her head. "I'll be fine" she said simply.

"It wasn't a request, luv. Now do it and i'll lend you my shirt." he ordered. His voice left her nothing to argue with. She picked up his discarded shirt and placed on a chair as she divested herself of her soggy clothes. She laid them out on the musty old chair as she lingered only in her spotted green silk underwear. He almost began to drool looking at her pale skin and the ample swell of her bosom. He sighed when his black shirt fell over her soft skin and covered her to her thighs. She blushed when she saw him peeking. *Oh well I gave him the same look only moments ago* She curled up on the lumpy chair beside the bed and rested her wet head on her hands. She was utterly lost in an erotic daydream that she hadn't noticed him watching her everymove and every look that crossed her face. He felt himself being pulled into her through her cat like green eye. Suddenly she jumped back to reality and had caught him red handely gazing longingly at her. She gave him a half smiled that seemed to have wilted on her face.

"Luv, come sit beside me, I won't hog the warmest blanket I have." he told her sweetly. She nodded and came to sit next to him under the heavy blankets. He moved over giving her half his pillow, she gave him a rare smile that light up her eyes. He could only grin back at her goofishly.

"Anything wrong Red?" he asked at her utter silence and depressed face. She peered into his eyes, maybe seeing something she'd never seen *He might actually care* "What happened between us?" she whispered.

" A slam, bam, thank you mam." He laughed. He expected her to blush but she just stared up at him with curiously hurt eyes. "Why?" she spoke again. He shrugged. His semi-hard member came to life as he smelled her wet hair and light arousal. She nodded letting his short answer sink in and rested her head against his arm. "Would you do it again?" She whispered so lightly the rain nearly drowned it out. *Bloody hell yes* his mind screamed but Willow was unlike any women he had ever known so he wasn't sure how well she would take his pasionate response. But his silence hit a chord deep inside her. "Forget it Spike don't answer. Dumb question I know." she said bravely. He saw the pain of the rejection she thought he was going to give her. Without thinking he quickly pulled her up and brought his mouth to her's in a deep but tender kiss. She moaned against his mouth as she let his tongue his delve into the sweetness of her mouth. He instantly felt her whole body warm against him and began to let his hands dip under the hem of the shirt and she hesitated a bit but she lightly placed her hands on his naked back. Her fingers traced every line of his muscular back. *His skin is so soft but firm* she thought of the hard thing pressed into her stomach and thrilled her. She dragged her short nails ever so lightly against his skin and the back of his neck. His hands found their to her tight breast and began to knead them though her silk bra. Willow arched her back into his hand, needing more of his touch, more of him. As he felt her need for air he began raining kisses down her throat, chin, cheeks or anything he could get his mouth on. Willow began to undo his pants after he slipped his shirt off her milky skin. He groaned when he felt her warm hands dance along his legs getting his pants off. He bit his lip as her hands trailed back up the inner part of his sensitive legs causing him to shiver with anticipation. He laved at her nipple until it hardened in his mouth and followed suit to the other one. Willow said his name as he ripped the bra off her and threw it aside. He smiled at her wolfishly when her hands were embedded in his hair, urging him to continue. He resumed where he left off, leaving her panting and begging for more as he kissed his way down to her bellybutton, he swirled his tongue inside and continued his downward trek to more valuable bounty. He nuzzled her wet core through her soked panties *Cor she smells bloody wonderful*

His cool breath sent shocks of pleasure running through her.

Suddenly Spike found himself on his back with her very feral eyes gazing at him before her mouth assaulted his. His hands moved her hips over his hard nether regions as she brutally kissed. He matched her kiss with unbridled need and passion that made them both quivering and demanding more. He tried being gentle and slowing her pace but she just kept the fast pace, pushing them both wildly out of control. He was losing all his control and if he did he could serioulsy end up hurting her yet even now his hands were leaving bruises and other marks. He grabbed her hips roughly and tore the panties away, the look in her eyes was pure wanton abandon almost like a cat. His eyes rolled back into his head when her wet slit rested on his aching shaft. She pressed her hot chest into his and claimed his mouth in a savage kiss, when she bit his lip again he growled deeply and the last of control fell away. He launched her on her back her head barely hitting the pillow as he enter her hot passage hastily. She all but screamed out loud at the pain he gave her but it was shortly replaced with their mounting pleasure. His mouth hovered right above her pulse point waiting for the right moment but his game face had slid to the front when he entered her. They both felt the intense tightening beginning to grow inside them but they were too busy matching each other thrust for brutal thrust. He smelled blod but wasn't sure whose. He felt her walls begin to flutter around him and he sunk his fangs deep in her throat as she came violently shaking and calling out his name as she was milking his seed from him as he came with a roar. He collapsed on her as they both came down form the peaks. Finally he rolled away letting her breath a little easier and snuggling up against her flushed skin. He purred as he licked his bitemark on her neck and she curled up against his chest still reeling from the best sex of her life.

They both drifted off without knowing that the storm had stopped almost at the time they started.

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