Revenge is Best Served with a Side of Witch

Author: claudia6913

Pairing: W/S/A

Summary: Willow, Spike and Angel need a little revenge on some people.  Set right after ‘Pangs’ but basically it’s AU.  I needed a mindless smut fic.  This is the result.

Disclaimer: I own nothing…though I will take Spike off Joss’ hands after Angel’s done *eg*

Distribution: If I post it it’s yours, otherwise just ask.

Spoilers: Slight spoiler for ‘Why We Fight’ Season 5 of A:tS.

Author’s Notes: This is for Becky.  Cheer up chica!

Feedback: Yes please.  ghoztstarz@yahoo.com

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~Part: 1~

It was just another night.  The Chumash Indians that had disrupted Thanksgiving were just par for the course as far as Sunnydale was concerned.  But it had been a trying night for Willow.  She wasn’t good at keeping secrets, so she was relieved when Xander had spilled the beans about Angel being in town.

Buffy had taken it better then Willow thought she would.  Spike on the other hand was furious, especially when he found out that Angel had saved Willow from one of the Indians.  He went on a tirade about the ‘Poufter’ sticking his nose where it didn’t belong.

Kicking a rock Willow sighed as she walked alone back to the dorms.  She knew it wasn’t safe to go walking around Sunnydale at night, but right now she just didn’t care.  Buffy had gone off with Riley after dinner, Xander and Anya left shortly thereafter.  With Spike in such a bad mood, Giles had gone to bed early.  Willow had wanted to go and sit down and read, but Spike kept looking at her and quite frankly it was giving her the creeps.  Granted Spike was very…nice, for a vampire.  But Willow didn’t think she could just sit there alone with him.  It just wouldn’t be right.  A noise behind her made Willow jump and grab for her handy stake.

“Angel,” Willow said surprised.  “What are you doing here?”

“You shouldn’t be walking out alone at night,” Angel said, stepping up to walk next to her.

“I know, but with these Initiative guys running around there really aren’t that many vampires or demons about.  It’s gotten quiet.  Wait a minute mister,” Willow said, stopping and turning to poke him in the chest.  “What are you still doing here?  If Buffy finds you she’s going to be pissed.  She was upset when she found out you were here and didn’t tell her.”

Angel nodded silently and went back to walking.  This was harder then he thought it would be.  How would he ask her without revealing his feelings?  Sighing he decided to just come out with it.

“Willow,” Angel said.

“What is it Angel?”

“Um, why…why was Spike tied to that chair at Giles’?”

“Oh,” Willow said surprised.  That wasn’t exactly what she was expecting him to ask.  She thought for sure he would ask about Buffy.  Maybe ask if she could set up a meeting or something like that.  His asking about Spike came out of the blue for her and she didn’t really know what to say.

“Well, it was really Giles, Buffy, and Xander’s idea to tie him up.  He was chained in the bathtub, but he started complaining about getting a cramp in his legs.  So, they moved him into a chair.  Now, since he started ranting about you being here, they just left him there and I left.”

“Uh, Willow, that’s not what I meant.  I mean, why is he tied up in the first place.  Wouldn’t Buffy just stake him?”

“Oh, yeah, sorry.  Uh, no, see he came to Buffy for help.”

“He did what?!” Angel said surprised.

“Yeah, I know.  It kind of surprised all of us.  See the Initiative, this secret government agency, put a chip in his head that keeps him from being able to hurt anyone,” Willow said.

“Again, why the bondage routine?”

Willow blushed slightly and gave a short giggle before going on with the story.  “Well, see, Xander and Buffy didn’t trust him, and neither did I or Giles at the time.  But, all you had to do was look at him to know that something wasn’t right.  He was paler then normal, and his eyes were sunken in kind of, almost like a skeleton…it was disturbing.  However much Giles or I tried to tell Buffy and Xander that he was probably telling the truth, they didn’t listen.  Heck, Buffy wanted to just stake him and put him out of her misery.  She nearly did too.”

Angel had stopped walking and just stood there staring in open horror at Willow and her description of Spike’s condition.  He just couldn’t believe it.  ‘How could they treat Spike like that?’ he asked himself.  As Angelus he had deprived many of his minions of blood, and watched in fascination as they slowly deteriorated until one day there was nothing but a pile of ash where they had once lain.

Willow finally noticed that Angel was no longer walking beside her and turned to see what had happened to him.  It was the Hellmouth after all; even vampire’s aren’t safe from some of its’ inhabitants.  She could tell that what she’d said had upset him, because a look of pure disbelief mixed with horror flashed in his eyes.

“Angel, what is it?  What’s wrong?” she asked walking up to him.  He wasn’t responding to her voice.  Angel was a million miles away inside his head.  She could see that far off look in his eyes; it was a look she knew well.  Shaking him she said his name again.

Blinking and confused Angel looked down at Willow, still slightly dazed.  “What?  Oh, sorry.”  Clearing his head of thoughts he grabbed Willow’s hand unconsciously and directed her to someplace they could talk.  He needed to know more.  Willow was a little preoccupied with the fact that Angel was holding her hand.  Her hand!

Looking up at where they were going, Willow noticed it wasn’t in the direction of the dorms.  “Uh, Angel?” she asked.  “Where are we going?”

“We need to talk.  We’re going to my place,” he said somewhat curtly.

Willow’s stomach did a small flip flop.  ‘His place?’ she thought.  ‘Oh my.’

~~~*~~~

She wasn’t sure what she had expected ‘his place’ to be, however the mansion wasn’t it.  It was the site of so much pain for him, mostly his time as Angelus and when he came back from hell.  This place was not associated with anything good.  Willow wondered why he would choose to bring her here of all places.  It looked ominous sitting up there on the hill all dark, almost as if it was brooding.  That thought made Willow giggle a little.  It fit Angel.

She looked up at Angel and could see the deep crease lines in his forehead.  As soon as they got in the house he let go of her hand and started pacing the wide open living room.

This was only her second time in the mansion, having come but once before with Buffy during the day.  She walked slowly, taking her time to look at everything while she let Angel unwind from whatever it was that had gotten him all worked up.  She barely heard him muttering to himself.

“How dare they?!” Angel said heatedly.  “They have no right to play with things they couldn’t possibly understand.  I thought we’d destroyed all of the paperwork.  They wouldn’t have, couldn’t have resurrected that project.”

Angel didn’t even realize when Willow had walked in to the room until he stopped his pacing right in front of her, nearly crashing into her.

“We have to help him,” Angel said grabbing her shoulders and shaking her gently.  “Not even Spike deserves this.”  Releasing her quickly he continued his pacing.

Willow was slowly becoming uncomfortable.  From what she had overheard, Angel had some inkling of what was going on here.  He also seemed unusually worried about Spike.  This was just not like Angel to care one bit for Spike.  Willow knew they had history, but she had thought it was just that…history.

“You have to help me,” Angel said suddenly, surprising Willow out of her thoughts.

“What?” she asked confused.  “Help you with what?”

“Spike, the Initiative, anyone who is connected to it.  They can’t be allowed to continue.  What they are doing isn’t right!  Don’t you see that?  You have to help me,” Angel said pleadingly.

“But…but why not ask Buffy?”

“I can’t.  She wouldn’t understand.”

“Oh,” was all Willow could say.  How could she turn him down?  Especially when he turned those chocolate-brown eyes on her and she melted just a little.  She had always had a small thing for Angel.  He was handsome, intelligent, funny at times, and oh was she in trouble.

“I know I’m asking for a lot, Willow,” he said gently, grabbing her hands in his.  “I trust you.  You’re resourceful and intelligent.  I need you to help me.  You’re the only one with the skills to really dig deep into this and I just know you could figure out some things that I or Spike might miss.”

Angel was talking too fast for Willow, which was a surprise seeing that she was the queen of babble-fests.  He had left her head spinning and her body swooning slightly.  She leaned forward slightly and ended up somehow, much to her surprise and delight, in Angel’s arms.

“What?” she asked, slightly dazed.

Angel just gave a short chuckle and kissed the top of her head.  Then he led her over to one of the ratty chairs to sit down.

“I’m sorry, I’d offer you some water, but I don’t think I have any here.  This place isn’t exactly equipped for human habitation.”

“Oh, uh, that’s ok,” Willow said.  She had to shake her head to get it to catch up to what Angel had been saying.

“Let me get this straight,” she said.  “You want me to help you?”  Angel nodded smirking slightly.  “To do what?”

“Sorry, I guess I got a little carried away there,” Angel said with a sheepish grin.  “I need you to help me first to get Spike out of Giles’ house.  I don’t want him tied up like that, it isn’t right.  Then, when I talk to him, we can figure out what to do with the Initiative.  I’m still not thrilled with what they are doing.”

“Ok,” Willow said simply and smiled up at him.  He returned the smile.

“Feel better now?” he asked eyeing her carefully.

“Yeah, you just, um, well confused me for a minute there.  It made my head do a spin-y thing-y, kind of made me dizzy for a second,” Willow said blushing slightly at his scrutiny of her.

“So, when do you want to start?” Angel asked.

~Part: 2~

They had opted to leave the mansion when Willow’s tummy betrayed her hunger.  The dorm rooms were out of the question, so they headed out to Willow’s parents’ house.  Her parents were out of town as per usual.  All Willow had to do was leave a message at the dorm room for Buffy that she was going to spend the rest of Thanksgiving Break at her parents’ and then, blessed peace.  They stayed up all night working out a plan of attack.

Their priority was freeing Spike.  There was no easy way to do it.  One way or another, someone was going to figure out her motives.  Angel suggested that Willow let Giles know what was going on, since he would be the one to see reason before Buffy or Xander would.

Willow agreed and set about finding out when no one but Giles would be at his house.  After a phone call or two, she found out that Xander and Buffy were going Bronzing Saturday night.  It was the perfect time.  She had told Giles that she wanted to talk to him and Spike alone.  He was a little confused but agreed to make sure they had privacy for their talk.

After Angel and Willow had set up everything to get Spike free, they decided to just talk, since they realized that in the years they had known each other, they had never really just talked.  Oh sure, they had talked about Hellmouth-y stuff, but never about normal, everyday stuff.

“So,” Willow said taking a sip of her soda, “how’s Angel Investigations doing?”

“Not too bad, actually,” Angel said smiling.  “It’s weird though, to have Cordelia around.”

Willow snorted with laughter, “I’ll bet.”

“She’s not as bad as I remembered her being.  Then, there’s Doyle.  He actually kind of reminds me of me when I was human.  His accent always brings me back home.  It’s kind of nice to have another Irish lad around,” Angel said slipping into his old Irish brogue himself.

Willow sat there in wide-eyed wonder.  “I didn’t know you were Irish, Angel!”

“Oh, yeah, born and bred.”

“Neat.  I didn’t think ‘Angelus’ was an Irish name, though I didn’t ever think it was a name to begin with.  I looked it up and could never find it as being used anywhere in the world before you came around,” Willow said thoughtfully.  “I always wondered about that.”

“Well, ‘Angelus’ wasn’t my real name,” he said softly.

“Oh,” Willow said surprised.  “So, what is your real name, or human name, or whatever?”

Angel chuckled a little and looked away from her saying softly, “Liam.”

“What?” Willow said.  He’d said it so softly that she didn’t quite hear it.

“Liam.  My human name was Liam,” he said not looking at her.

“Liam,” Willow said softly, studying Angel to see if the name fit.

“It suits you.  Though, I do like Angel as well.”

“Yeah?” he says looking up with a goofy grin.

“Yeah,” Willow says smiling sweetly at him.

They sat there looking at each other quietly for a while before Angel noticed the approach of dawn.  He didn’t want to go.  It was comfortable here with Willow.  She was different and sweet.  Nothing like what Buffy had been.  Buffy had been almost abrasive.  Angel was sure that Willow would always be soft, like down feathers.  He didn’t know when it had happened, but he was starting to develop feelings for Willow.  And thinking about it, he didn’t mind that one bit.  It actually made him a little bit happy.

“I uh, I should probably get going.  Dawn is coming soon,” Angel said standing up and stuffing his hands in his pants.   He felt awkward.  He didn’t know if he should hug her, kiss her, or just leave.

“Oh, well, you don’t…um; you don’t have to go if you don’t want to.  We have an extra bedroom,” Willow said looking awkwardly at her feet.  She could feel the heat of her blush spread all over her face and let her hair slide forward to cover her embarrassment at the situation.

If Angel’s heart still functioned, it would have skipped a beat.  He wanted nothing more then to stay here with Willow.  She was just so…just so Willow.  He really didn’t know how to explain it to himself, so he didn’t try.  He just accepted it and decided to take whatever they had, be it friendship or more, just one step at a time.  He wasn’t sure of her feelings yet.  Angel could wait though, and he would wait as long as she needed him too.

“Yeah, I guess I could stay,” Angel said trying not to sound too enthusiastic.  He was rewarded with a bright smile from Willow.

She couldn’t believe it.  He was staying, here, in her house.  It was more then she could have ever wished for.

“Great,” Willow said and bounded up the stairs to the guest bedroom to set it up for Angel.

~~~*~~~

They had both tried, unsuccessfully, to get some sleep before they had to go and meet with Giles.  Willow couldn’t stop thinking about the fact that Angel was just across the hall sleeping in whatever it was he slept in.  She had nailed up some towels over the windows, since unfortunately that room got eastern exposure.  She was so worried about it that she had offered Angel her room and said that she would sleep in the guest room.  He just laughed and told her that he would be alright.

Angel was having just as hard of a time sleeping.  He could hear that she was still awake and wondered what it was she slept in.  Finally he couldn’t take it anymore and got up, needing to move around.  He surveyed the small room for a bit, but didn’t find anything of interest.  Just the kind of little knick-knacks that everyone put in a guest room to make it feel homey.   But, he was restless and needed to do something.

Quietly, he made his way out of the room and stopped by Willow’s.  She had finally drifted off to sleep a few hours ago.  He wished he was that lucky.  He was tempted to go into her room and just watch her sleep, but that was too reminiscent of what Angelus had done when he’d made his appearance, so he contented himself with going downstairs.

They had both forgotten to sun-proof the downstairs.  Thankfully the living room had a southern exposure, so he was pretty safe; however, the kitchen was bathed in sunlight.  ‘Hopefully it won’t be later.  I want to make Willow breakfast when she gets up,’ Angel said to himself.

By the time Willow started to stir, Angel had surveyed most of the house and found a way to block the sunlight in the kitchen so that he could make eggs, sausage, and toast for her.

~~~*~~~

Willow awoke to the smell of cooking food making its’ way up to her.  For a minute she was disoriented and thought that her parents had come home.  Frantic she leaped out of bed to go explain to them why Angel was sleeping in the guest room and why he looked dead.  Skidding to a halt in the kitchen she found something she thought she would never see.  Angel cooking, apron and all.

She collapsed in a fit of laughter.  Alarmed, Angel rushed to her side and helped her up, still wearing oven mitts.  This just caused more laughter and she had to struggle to breathe.

Angel, however, was concerned and rushed to get her a glass of water, tossing the mitts when they hampered his progress.  Finally, he set the glass down in front of her and looked at her concerned.

“Are you ok?”

“Yeah,” she managed through the end of her laughter.  “I’m fine.”

“What was that all about?” Angel asked confused.

“You,” Willow said simply.

“Me?  What about me?”

“The apron.  I woke up and thought my parents had come home so I rushed down here to tell them why a dead guy was in the guest room, and I walk in on you in an apron with oven mitts.”  Willow was having a hard time trying not to laugh again.

“Oh,” he said smiling.  “I just thought I’d make you some breakfast.  I don’t know what you like, but I made scrambled eggs, sausage links, and some French toast.  I hope you don’t mind.”

Willow beamed at him and said, “I love it!  Thank you so much Angel, but you didn’t have to.”

“I wanted to,” he said smiling at her.  “Besides, you have a lot of work to do later tonight.  You need your strength and, well, breakfast is all I know how to cook.”

“Thank you.  I really appreciate it,” Willow said, and reached for the plate he was placing in front of her.

~Part: 3~

Over breakfast, Angel and Willow had discussed everything they wanted to say to Giles and Spike.  Willow had asked why Angel wasn’t going to come with her.  He reminded her of what Angelus had done to Giles and Jenny.  ‘He’s right,’ Willow thought as she walked nervously up to Giles’ door.  Taking a deep breath, she knocked once and waited.

Giles answered the door, smiled at her, and said, “You know you don’t have to knock, Willow.”  Stepping aside, he let her in.

Spike was still tied up in the same chair that he was in when they were attacked by the Indians; only he was facing the small TV they had once unearthed from under Giles’ pile of books.  Giles gestured her to the couch and he, himself, sat down in his recliner.

“So, what is it that you wanted to talk to both Spike and myself about?” Giles asked, concern tinging his voice.

“Uh, well, see Angel and I think that we should release Spike and Angel wants to get back at the Initiative,” Willow said in a rush.

Giles sat there in shocked silence for a bit; even Spike was unusually quiet.  Then, Spike spoke.  “Oi, what’s that wanker want to go and do that for?  Not that I don’t mind, but it isn’t like him.”

“Yes, I have to agree with Spike, unfortunately, on this one.  Why does Angel want Spike released?  And why go after the Initiative?” Giles asked.

“Well, I honestly don’t know all of his motives.  He does think its wrong, what happened to Spike and him being tied up like this,” Willow said gesturing to Spike.  “I feel the same way as well, and I think you do too.”

“Right, well, cut me loose already Watcher.  You heard Red,” Spike said impatiently from the table.

“How far do your plans go?” Giles asked, ignoring Spike, much to his indignation.

“Well, that all kind of depends on Spike.  At least that’s the impression I got from Angel,” Willow said.

“Alright,” Giles said with a sigh.  “I will release him, but I want Angel’s promise that Spike will in no way harass Buffy or Xander, or even you for that matter.  Can he promise me that?”

“Yeah, I can,” Angel said, startling all three occupants of the living room.  He had been just outside, listening to the conversation and ready to jump in should Willow need it.  He’d opened the door, but had not been able to pass the threshold.

“Do come in, Angel,” Giles said.

“Thank you,” Angel said, somewhat amazed.

“Look, can we get back to the bloody letting me go already?” Spike said when Angel had come in.  “My hands are cramping.”  The whine in his voice brought a smile to the three of them.

“Do you mind?” Angel asked.  Giles nodded and he walked over to Spike and bent down to release him.

“You do one thing out of line, or leave my sight, and I’ll stake you myself.  Got that, boy?” Angel whispered in a very Angelus-like tone that sent shivers down Spike’s spine.

“Yeah,” Spike said quietly.

“Do give me a call if you need anything,” Giles said to Willow as he stood up to usher them out.  Giles was a little more then uncomfortable with two notorious vampires in his house.

“No problem,” Willow said, smiling.  The three of them left Giles’ apartment and headed for Willow’s house.

~~~*~~~

Spike was pretty much disagreeable the entire way back, making them stop at a convenience store for cigarettes before he would take another step closer to Willow’s.  What made it worse was that Willow had to pay and be the one to get carded.   Angel had made Spike thank her though.  It was odd to see them interact; they were almost like an old married couple she realized.

Finally they were back at her house.  The walk had been exhausting, what with having to constantly threaten Spike or deal with his constant questions.  He was bouncing, and running, and jumping every chance he got.  He’d even gone so far as to scare a couple out for a walk.

Wearily, Willow unlocked the front door and walked to the nearest chair to sit down.  Angel came in behind her.  They had absently left Spike outside, Willow having forgotten that he needed an invitation.

“Uh, Pet…,” Spike said impatiently, gesturing towards the invisible barrier that was currently blocking his way.

Willow gave a short sigh and said, “Come in Spike.”  Her eyes hurt, her head hurt…she was just one big mass of tension.  She knew that Giles was not at all happy, though he did put on a good front.  Angel, thankfully, had been there at just the right moment.  If it had not been for him, she wasn’t sure she could have done it.  He was her support, she realized.  Faintly she heard Spike going through the entire house, looking and searching for God knows what, and she really didn’t care at this point.

“Great,” Willow muttered under her breath.  She wasn’t in the mood to deal with any of Spike’s antics.  She rolled her shoulders, her breath catching when she felt a knot in her shoulders.

Angel walked over behind her and could almost see the tension radiating off of her.  He felt a slight twinge of guilt at the thought that he was the cause of all that tension.  Gently, he gathered her hair, placing it over her shoulder out of his way, and slowly began to knead her shoulders.  Her small moan of appreciation emboldened him to dig a little deeper and press a little harder, moving his hands up and down her neck.

“That feels really good,” Willow said with a sigh.

“I’m sorry this got you so tense,” he said.  Her head had rolled forward, giving him a better plane to work with.  He made his way slowly down her spine, working the muscles and getting them to relax.

“No Angel, don’t apologize.  I knew this wouldn’t be easy.”

“Yeah,” was all Angel could say.  He knew having Spike around would be, at the very least, a nuisance.  He wasn’t even sure where they would stay, but he knew he couldn’t impose on Willow anymore then he already has.

“Oi, what’s a bloke got to do to get some blood around here?” Spike asked from the doorway.  He was caught, somewhat surprised, by the sight of Angel and Willow in such an intimate posture.  ‘Red and the Poufter?’ Spike thought.  ‘Now there’s something I didn’t think I’d ever see.’

Willow looked up with a start and blushed at Spike having found her with Angel’s hands all over her.  ‘Not all over me,’ Willow mentally amended.  Angel however held Willow in the seat when she tried to stand and continued rubbing her neck.  Spike realized this was a show of dominance, and acquiesced…for now.

“Well, I guess I will have to go and get some blood,” Angel said thoughtfully.  “Then, when I get back, we can discuss exactly what we want to do.” He let go of Willow, causing her both relief and dismay, and stepped to stand in front of Spike.

“I’m going to leave you here while I’m gone and I expect you to be here when I get back.  If you want some revenge on the people who did this to you, then it would be in your best interest to stick around for a bit.  If you leave or hurt Willow I will stake you on sight.  Got it?”

“Yeah, got it mate,” Spike said soberly.

Turning to Willow, Angel said, “I’ll be right back.  Will you be ok with him here?”

“Yes, I’ll be fine Angel.  Just come back soon,” Willow said, smiling a little.

Nodding with a wink at her, he turned to leave and closed the door behind him.  The house was silent when he departed.  Neither Willow nor Spike knew what to say or do.  They stood looking at each other.  Soon, Willow became uncomfortable and went to the kitchen to get something to drink.  Spike followed her.  He was curious about her relationship with Angel.  He had a small thing for the witch and was a little miffed that, once again, the Pouf was getting to the girl first.  ‘Not if I can help it,’ Spike thought.

Willow was at the cupboards grabbing a mug.  She turned on the tap for hot water and reached in another cupboard for some hot chocolate.  Spike saw this and perked up a bit.  He’d always been a sucker for hot chocolate, especially if it had those little marshmallows in it.

“Got a cup for me, Luv?” he asked, taking a seat at the small island in the kitchen.

“Oh, um, yeah.  Sorry.  I didn’t think you’d want anything.  Well, besides blood that is.  I mean can you, you know eat and stuff?  I wouldn’t think so.  Where would it go?  It’s not like your body actually needs food or drink.  What would it do with it?” Willow babbled in her nervousness.

Spike was silent for a minute, taking in everything she said, which was a lot.  Amazingly he’d been able to follow it.

“I can and do eat.  I like the taste of some things.  Hot chocolate is one of my favorites, besides whiskey that is.  Joyce and I shared a few cuppa’s one time.  It was nice.  It was when I went to you for the love spell.  I don’t know where it goes.  It just does.  I don’t think my body actually cares that it’s there.”

Willow was floored.  No one has ever followed her babble and been able to answer her coherently without asking her to repeat herself.

“Oh,” was all Willow could say.  In silent wonderment she got out another mug and packet of hot chocolate and heated them up.  When the timer beeped, she got out the hot liquid and mixed it, then set one mug in front of Spike as she sat down with her own cup.

“Thanks.  It’s even got the little marshmallows I like,” Spike said grinning.  “And, it’s not in a bloody ‘Kiss the Librarian’ mug.”

Willow couldn’t help but laugh.  She didn’t know why Buffy had insisted on using that mug to feed Spike, but now it was his forever.

“So, um, I really don’t know what to say,” Willow said taking a sip of the hot drink.

They sat there for a bit in uncomfortable silence.  Willow was uncommonly aware of Spike, as was he of her.  Spike knew what he wanted to talk about, but he wasn’t sure if he should just jump right into the topic, or try to get to be friendly with her first.  Ever the impatient one, Spike decided to just jump right in feet first and worry about the consequences later.

“So, Red.  What’s going on between you and The Gelled One?” Spike asked not looking directly at her.

“What?” Willow asked, surprised.  “What do you mean?”

“Oh, come on.  I know you’re not daft,” he said scoffing at her.  “What is going on between you and Angelus?”

“Angel,” Willow said pointedly, “and I have nothing ‘going on’.”

“Ha, that’s not what it looks like.”

“Oh really?  And who made you psychic?”

“That has nothing to do with it.  It’s written on your faces as clear as day.  You like each other, more then you think,” Spike said somewhat sadly.  “Believe me or not, Witch, but it’s the truth.”

Willow sat for a while contemplating what Spike had said.  She would have protested more, but the more she thought about it…the more she saw that he was right.  And here she thought she was attracted to Spike before.  They were both fine  specimens, of that she was sure.  But they were vampires as well.  True, Angel had his soul and therefore was relatively harmless to Willow should she decide to have a relationship, but Spike…well he was definitely dangerous with a capitol ‘D’.

“I don’t know Spike.  Maybe,” Willow said coming out of her thoughts.  “Honestly, I uh, I kind of had a crush on you, too.”

She had spoken so fast that Spike had barely caught the last part.  It stunned him when his brain finally caught up with his ears.  ‘She had a crush on me?’ he thought.  ‘When the bloody hell did that happen?’

“Really,” Spike said acting casual.  “So, why didn’t you act on it?”

“What?!” she asked surprised.  “I…I couldn’t.”  Showing her innocence, she blushed at just the thought of telling him or Angel that she liked them.

“It’s not that hard.  I could, well, I could help you.  You know, tell the Pouf.  If that’s what you want,” Spike said.  He mentally kicked himself.  He was just leading her into Angel’s hands.  ‘So you can show her that you are the better vampire later mate,’ Spike said to himself.

“No, um, that’s ok.  Thanks though,” Willow said reaching her hand out to place it on Spike’s.  They had a brief instant of eye contact before she blushed and pulled her hand away.

“So, do you know what the Wanker has planned for me?” Spike asked changing subjects.  He’d gotten a feel for where Willow’s emotions lay and he was actually pleased to see that she, in fact, still had a crush on him as well.

“Oh, I don’t know.  We hadn’t exactly planned that far ahead yet.  Angel was planning to wait until he found out what you wanted to do,” Willow said getting up to rinse out her mug.

~~~*~~~

Angel had quickly made his way to the butcher’s to procure some blood for both Spike and himself.  The whole way there and back he’d been running through ideas on how to remove Spike’s chip, what to do with the Initiative, and where he and Spike would stay.  He didn’t want to impose on Willow, especially not with Spike around.  He could and would be a pain in the ass whenever possible.  The situation was stressful enough for her without having to add Spike to the mix.  Angel was feeling a bit guilty for asking for her help, but he knew he couldn’t do it without her.

Laughter and the sound of loud music that could only be described as noise, floated out from Willow’s house.  Angel, immediately thinking the worst, rushed up to the house.  Looking through the window he could see Spike and Willow contorted.  Their upside down smiles looked like grimaces of pain to the worried vampire and he rushed inside.

“Willow!” Angel called, rushing to the living room.  He stopped cold when he saw the reason for their odd state.  They were playing Twister.  Angel dropped into the nearest chair and laughed.

~Part: 4~

"Angel!" Willow squealed when she saw him come in.  She could tell by the relief on his face that he'd thought something awful had been going on.  That only made her laugh and fall, knocking over Spike at the same time.

An indignant "Oi!" could be heard over the music, and Angel and Willow's laughter covering it all.  It was all just too funny to the three of them.  Even Spike couldn't help but join in the laughter.  It was almost cleansing, a nice release of tension.

Finally Willow caught her breath and said, "So, I'm glad your back."

"Thanks," Angel said, taking an unneeded breath.

"You do know I won, Red.  Off with you.  Get my hot chocolate!" Spike said in a mockingly imperious tone of voice.

Willow just smiled and shook her head, walking back to the kitchen to get Spike his treat for beating her.  They'd talked a bit while Angel was gone, relieving some of the tension that had settled over the house.  Spike had been right though; Angel did run in wild-eyed and ready for a fight when had seen them through the window playing Twister.

While Willow was in the kitchen fixing Spike's winnings, Angel dragged him over to a secluded corner of the living room, hopefully out of earshot of Willow.

"What are you doing?" Angel asked gruffly.  He'd learned years ago that Spike was very adept at mind games, some of which he had personally taught the younger vampire.

"What the bloody hell does it look like I'm doing?" Spike asked, jerking away from Angel.  He should have known Angel would react this way.  He always reacted this way.  "I was playing a game with the Witch.   She's nothing but a mass of nerves, scared.  I was just trying to calm her down."  And he was too.  There had been no ulterior motive to that game.  Nothing more then pulling Angel's chain, and well, there really was no harm in that.  They'd all had a nice laugh over it.  Spike just couldn't see what has gotten Angel all riled up.  He'd played nice, didn't do anything wrong and yet, Angel was still wanting to crawl down his throat with accusations.

"Fine," Angel said.  The wind had gone out of his sails and he really had nothing more to gripe at Spike about.  It really hadn't been the game, not really.  It was the fact that Spike had gotten that close to Willow.  Touched her.  This sudden possessiveness of Willow came from nowhere and made Angel do a double take and look at his feelings for the redhead a little closer.

Angel didn't even see Spike head off to the kitchen with the bag of blood as he sat down hard on the couch.  He couldn't quite pinpoint exactly when it was that he had fallen for her.  Had he fallen before he left Sunnydale?  Or had it happened later, after he had gone to L.A.?  Either way he still couldn't point to a specific event or say, 'There, that's when it happened.  That's when the spark flared to life.'  It was more a group of little things that got to him.  The way she smiled at him that one night when he'd asked her to look up Ford on the computer.  Numerous little touches or brushes against his arm that had left goose bumps.  The way her face wrinkled in concentration.  It was the way her smile just brightened not only her face but the room, the whole city even.

Her logic always astounded him.  The speed of her understanding and the depth of her caring just drew him to her.  Angel was lost from the second he met Willow, too caught up in Buffy and thoughts of redemption to truly appreciate her.  There was no going back, and he wasn't sure he wanted to.  There was still that pesky business with his soul, but he figured he could have a talk with Willow and see if she would find a way to make it permanent.  How could she refuse?

~~~*~~~

"What was that all about?" Willow asked Spike as he came into the kitchen.

"Nothing, just him being a poncy bugger as always.  Got it ready yet?" Spike asked, walking to the fridge to place the blood in before it went bad.  He wasn't comfortable with Angel now.  He was going to play fair when it came to Willow, but now.now all bets were off.  He didn't give a shit what Angel did or didn't do.  Willow may like Angel, but Spike knew she liked him as well.

"Yeah, here you go," Willow said, placing the hot mug on the island.  "I've never known anyone that can drink this much hot chocolate.  This is your fourth cup tonight.  Aren't you going to get hyper or something with all that sugar running around in your system?  I mean, I know I would.  And anyways, there's no more left.  You've drunk it all.  I'll have to go to the store tomorrow and buy you some more.  I should probably make a list of things to buy."

Spike sat there and listened intently to her.  Her babbling had always astounded him.  It was the fact that she could have so many thoughts at once and take off on any one tangent then remember what she had originally been talking about.  He felt a small smile tugging at his lips.  She was going to buy more hot chocolate.for him.  A warm, contented feeling spread through him.  He didn't know he could feel like this anymore.  It was almost new to him after so long and he thought he liked it.  Yes, he definitely liked it, and he liked Willow.  Maybe he liked her more then he should, but that didn't bother him, not yet.  Spike was used to jumping in head first and not looking to see if the pool was filled or not.

"So, where am I staying?" Spike asked calmly.  He didn't want to suggest that he stay here.  He wanted it to be Willow's decision.  Usually he would manipulate someone to where he wanted them, but not Willow.  She was not someone to be molded and manipulated.  He wanted her to ask him to stay because she truly wanted him to be there.

"Oh," Willow said with some surprise.  "I uh, well I thought you guys were staying here, at my house.  I mean I have room and it's convenient.  Is that ok Angel?"

Spike looked up quickly to see Angel walk into the kitchen, stopping when he saw Willow and Spike sitting so comfortably at the little island.  Angel saw that Willow was writing what looked to be a shopping list.

"Well, I don't know.  It's really up to Willow, but I don't want to inconvenience her," Angel said carefully, masking any feelings that might show on his face.  He really wanted to stay here with Willow, but he didn't want Spike here.  Angel had seen the look on Spike's face and knew it meant trouble.

"Yeah, stay here!  There's plenty of room, and this way I don't have to wait for dark for you guys to come over so we can talk about what we're going to do about Spike's chip and the Initiative," Willow said smiling.  She couldn't help but feel a little giddy about having both vampires say at her house.  It was like something out of those cheesy romance novels you saw at the checkout line in a store.  Only she wasn't sleeping with them.yet.  That thought made her giggle and brought a blush to her face.  Turning away from them she made a big show of putting the paper back where she got it and neatly folding the list.

"Right then, I call claims on Red's room," Spike said with his usual leer.

Willow spun around shocked and turned a deeper shade of red.  "What?" she squeaked.

Angel had a brief moment where he'd almost hit Spike for saying that, but he couldn't help but laugh when Willow turned around with wide eyes.  Even Spike joined in the laughter.  It took Willow almost a full minute to realize that Spike had been joking.  Then, she joined in the merriment too.

~~~*~~~

The entire house had been sun-proofed and the two vampires well fed on blood and hot chocolate.  Willow made the couch for one of them.  By the time she had headed off for bed Spike was still arguing with Angel over who got the guest room across from Willow.  She just shook her head and smiled as she walked up to her room.  Climbing in bed she had to wonder if she was crazy for letting them stay in her house.  True, neither of them would hurt her, but that wasn't the point.  They were both of the male persuasion.  That was what made her face redden with a blush and made her stomach feel like it wanted to flutter away out of her body.

She was dressed in her pajamas and settling down in her bed when she heard a soft knock on her bedroom door.  It scared her and she ended up jumping a little.

"Uh, yeah?" Willow asked tentatively.  She was still very aware of the fact that her house guests were male.

"Willow, can I come in?" Angel asked.

"Uh, ok," she said nervously.  Pulling the covers closer she watched wide eyed as Angel stepped into the room and closed the door quietly behind him.  He took a tentative step into the room, then stopped, backed up, and tried to step forward again.  It was almost like a dance to Willow and the absurdity of it had her grinning from ear to ear.

"What is it Angel?" Willow asked.

"Oh, right, uh.," Angel stammered.  'Why did I come in? I know why, but what do I tell Willow?' he thought.

"Angel?" Willow prompted the obviously flustered vampire.

"Yeah, sorry.  I just, well I just wanted to let you know that Spike won the fight," Angel said stuffing his hands in his pockets.

"Oh?  What fight?"

"The one about who got the guest room.  Spike won.  I just thought I'd let you know, and now I have."

"Yes, that you have."

"Right, well, good-night," Angel said.  He wanted to kiss her good-night, not just say it, but he couldn't.  He just couldn't get up the nerve to do it.  It was so unlike him that it left him standing there like a silly little kid asking a girl out for the first time.

"Anything else?" Willow asked, getting up and touching his arm gently.

Shocked, Angel looked up.  He hadn't heard her get out of bed, hadn't heard her walk towards him.  He saw her now though.  He saw those deep pools of summer green looking up at him so innocently.  He saw the soft flutter of lashes as she blinked under his scrutiny.  He saw the perfect lips as they mouthed words he couldn't hear because he was too busy just seeing.  Her mouth stopped moving and turned in a slight frown, pushing those red lips out just a little and making them all that much more desirable to him.

Without warning Angel descended on those lips and pulled her into his arms.  And they gave over to him, those lips, those perfect lips that were just as kissable as he thought they would be.

Pulling away, Angel couldn't help but look anywhere except at Willow.  She stood there shocked and not all that sure she had wanted him to stop.

"'Night," Angel said huskily and left the room.  He left Willow standing there, raising a trembling hand to her lips which were now quirked in a small smile of wonderment.

"Oh wow," Willow said to the closed door.  That had been so much more then she could have hoped for.  Never could she have just walked up to Angel and done that, kissed him like that, but she was damn sure happy that he had.  Walking back to her bed in a daze, Willow flopped on her bed and closed her eyes, letting the lingering feeling of Angel's soft lips tingle across hers in remembrance.

Once again her thoughts were disturbed by a knock on the door.  This time Willow jumped up to answer it.  For all she knew, it could have been Angel back for another kiss.  Opening the door she found someone else, Spike.

"Spike, hi.  Uh, what do you want?" Willow asked still smiling slightly.  While it wasn't Angel, it was still someone she didn't mind seeing.

"Mind if I come in, Red?" Spike asked.

"Yeah, no problem," Willow said, moving aside for him to come in.  She shut the door behind him and moved to sit at her desk.

Willow watched as Spike did almost the same dance that Angel had done just minutes ago.  'What is up with these two?' Willow thought.

"Right, so I wanted to tell you that the Pouf lost and I get to bunk across the hall," Spike said.  He wanted to say more, so much more.  He was at the point where silly little lines of poetry kept popping up in his head.  All sorts of romantic nonsense came to mind and he almost said some of it.almost.  He knew from experience that not even Shakespeare sounded good coming from his mouth.  Too much pain, too many rejections.  He just didn't have the heart to hear it from Willow of all people.  That didn't stop him from wanting her just a little.  Ok, so more then a little.he wanted her bad.   So bad that it almost felt painful to be this close and not touch her.  To be this close and not feel her breath on his cheek, her mouth on his mouth, her skin on his skin.

"Ok," Willow said tentatively.  She could see that Spike had gone to the same far away place Angel had gone.  It was almost like watching a re-run, only with a different male in the leading role.  It was odd.

"Ok," Spike echoed.  He couldn't hold back any longer.  He had to taste her, if only just a little bit.

He moved too fast for Willow to see.  One minute he was standing by the door, and the next she was in his arms kissing him.  She had a second of vertigo before her world righted again and she felt Spike kissing her with such passion her mind melted a little.  She didn't argue, just kissed back.

Spike tried to pour all of his raw need and desire into the kiss.  He wanted to fill her up with him.  He briefly tasted Angel on her lips, but that was only for a second before he pushed his way into her mouth and devoured it with hungry strokes of his tongue.  His hands wanted to be everywhere at once, feeling all that she had to offer.  He settled for just holding her against him, feeling her heart beat hard and fast against her chest.  Releasing her lips, Spike nipped and bit and kissed his way along her jaw bone to her neck.  Her small sighs and whimpers only urged him on.  The blood pulsed and beat hard in her veins.  Spike nipped along a vein, inhaling the salty sweetness of her skin and her blood lying just under the surface.  It called to him.  But he couldn't, wouldn't, do that.not yet, not without her permission.  Releasing her slowly, Spike left her standing with her eyes closed as he quietly left the room.

~Part: 5~

Willow stood there, not hearing Spike leave.  She was too busy concentrating on her lips, and the lingering feel of his arms still wrapped around her.  Two kisses by the two hottest vampires that she'd ever seen had left their mark.  They turned her mind to mush, as they would any red-blooded female.  Slowly, as if in a daze, she made her way to her bed and fell onto it, giggling uncontrollably into her pillow.  When her giggles had died down, she sighed contentedly and tried to sleep through the visions of vampires dancing in her head.

----------

Angel blindly walked down the stairs.  He couldn't believe what he'd done.  He kissed Willow.  It wasn't planned, it wasn't even expected.  It just.just happened, and she had liked it, that much he could tell.  Licking his lips, he tasted her and savored it.  She was spicy and sweet, innocent and wicked, all at the same time.  He quickly realized he could become addicted to her.quickly.

In a Willow-induced haze, Angel went into the kitchen to get some blood.  What he'd had in him had quickly made its way to other regions of his body.  That she could do that to him that quickly was a shock.  He had to be careful though.  He couldn't blindly fall into this.  No, Willow was someone to be treasured, to be loved properly.  And he was just a vampire.  A cursed vampire at that.

Angel tossed the blood into the microwave angrily.  Over a century had to be penance enough, he thought.  He'd paid his dues.  Helped the hopeless, saved lives.  Ok, so he'd tried taking a few to hell, but who hadn't?  There were plenty of mortals who were evil, beyond what he could fathom, and yet they were still allowed that shinning moment of happiness, they were allowed to love freely while he was bound in chains.  It wasn't fair.

Downing the blood, Angel rinsed the cup and found the linen closet where he got sheets to make his bed on the couch.  He despised Spike for winning the room across from Willow, though he could hear her heartbeat from here, he wouldn't have the pleasure of listening to her soft mewls in her sleep, or possibly snores.

Grumpily, he lay down on the couch and tossed and turned until he felt somewhat comfortable.  It was hard to do, what with being fully clothed with a semi-hard-on.  He debated taking off his clothes, wondering if he would be able to wake up in time to put them on before Willow walked downstairs, as she was bound to do in the morning.

Yes, he could do it.  Or, at the very least, relieve a bit of the pressure.  Quickly, Angel stripped, keeping his clothes within arms reach, and tentatively touched his straining erection.  Immediately it hardened to fullness and he had to bite back a groan.

His fist worked furiously as he imagined it was  Willow riding atop him.  He could just imagine her nails digging into his flesh as she rode him hard, moaning, and sighing his name.

Angel could just see her, how beautiful she would be in the throes of passion, her hair flowing around her, framing her face.  He imagined how eyes would sparkle, dark green, pupils dilated with lust and pleasure.

He could feel it, his orgasm.  It erupted through him and he had to bite down on a pillow to muffle his moan.

----------

He was high on Willow, on the smell of her, the feel of her under his hands.  Walking into the bedroom across the hall, Spike fell onto the bed.  He was smiling, grinning madly.  Reaching into his jeans pocket, he pulled out his cigarettes and lighter.  Spike opened the window in the room and hung out of it.  He wasn't sure if Willow would mind him smoking in the house.

Spike's head dropped onto the windowsill.  He could feel it work it's way through him, the need to make Willow happy, to do anything and everything to see her smile, to see her look at him with wonder and love in her eyes.  And it had started.  It started with him worrying about whether or not she would like him smoking in the house.  Normally, he wouldn't care, wouldn't even bother with it.

However, this was Willow.  She wasn't just anyone.  She was Willow.  She was the embodiment of everything wholesome and pure, yet just slightly tainted.  He could taste the magick in her.  There was a darkness that hid just under the surface of her pink and rosy cheeks.  He could feel it coursing through her body, taste it on her lips.

That would be what would help him with his little problem, help him get rid of this chip finally.  Then, maybe, he could taste her.  Truly taste her.  He closed his eyes and pictured how beautiful she would look, head thrown back in pleasure, mouth wide open in a scream, eyes closed as he drank from her while pounding into her.

Spike groaned.  That image didn't help at all.  If he wasn't completely hard before, he was now.  Painfully so.  He tossed his cigarette out the window, stripped, and lay back on the bed.

The cool night air from the open window danced across his naked flesh, causing his nipples to harden.  He could hear Willow across the hall, sighing in her sleep, the soft, steady beat of her heart thumping out a soothing rhythm.  Slowly, Spike started stroking himself to that rhythm.  He worked himself, slowly at first, before the soft caresses drove him mad and drove him on.

He was fisting himself hard, needing to come, wishing it were Willow there atop him, or under him.  It didn't matter.  All he knew was that he wanted her.  Wanted to please her, to hear her cry out his name as she came, bucking under him.  He could almost feel her around him as he stroked himself.  He came hard, morphing, and biting into his arm to keep from crying out his release.

Finally, he came down from his orgasm, panting unnecessarily and licking at his bite mark.  He couldn't believe the power of it, of how she made him feel.  Even after coming he could feel himself getting hard again just listening to her.  'Maybe this room wasn't such a good idea.  I'm never gonna get any bloody sleep,' Spike thought, cleaning himself up with his only shirt.

~Part: 6~

Willow woke slowly; the sun streaming through her windows and bathing her face with light.  Looking around, it took her a moment to figure out why she was here at her old house instead of in her dorm room with Buffy.

'Spike and Angel are here, that's why,' she thought.  Her face broke out in a wide smile at the thought of her vampiric houseguests.  Then she remembered the kisses from each of them.  Sighing, Willow laid her head back on the pillow.  She didn't know what to make of that, from either of them.  They had been so nervous, unsure, but she had wanted them to kiss her.  And they had; and they'd been wonderful.

Angel's kiss was soft and hesitant, almost like he was afraid to break her.  His lips were sweet and softer still.  His body had barely touched hers, but she could feel him close to her.  Her skin had tingled.  He was taller then her, wider then her, but he could never break her, of that she was sure.

Spike's kiss on the other hand had been powerful, strong, almost demanding.  It was odd the differences between the two vampires.  Spike had even run his tongue along her lips.  She had wanted more, but he had pulled away too quickly.  Moreover, where Angel was large and strong, Spike was compact and sleek, like a large cat.  She could picture him stalking her.  A small shiver of excitement wound its way down her back.

She knew she shouldn't have these...these thoughts for both of them.  It would be bad enough if it was just one of them, but to want them both?  That was wrong on a level Willow wasn't even sure she knew about.

Plus, Angel!  How could she want Angel?  He was Buffy's soulmate, her one true love and here Willow was kissing him behind her back.  What kind of friend was she?  But, no, Angel had kissed <i>her</i>.  He'd been the one to press his lips to hers, not her to him.  He'd been the one to initiate it.

Willow groaned and buried her head in her pillow.  Buffy would hate her for life, she was sure of it.  There was no redeeming herself now.  Then, there was Spike!  She could just imagine the horror on her friends' faces if they found out.  They would cry out that Spike was evil or something like that.  But, they didn't know him, couldn't know him like she did.

It had taken her playing twister with Spike to find out that while, yes, he was a demon, he could still be kind and gentle if he wanted to be.  And he was funny, made her laugh at his stories.  Though they tended to have some very cringe-worthy parts, he at least warned her before he got to them so she could tell him to skip them if she wanted him to.  Not that she would ever do that.  She liked him, demon and all.  Vampire or not.

Dragging herself out of bed finally, Willow made her way to her closet and slipped on her robe.  She needed a shower and then food.  Shopping was also necessary for today if she were to not only feed herself, but the bottomless pit that was Spike as well.  She giggled, remembering how happy he'd been to see she had hot chocolate.  She put that on the list too.

--------------------------------------------------------

Spike was awake the moment her heartbeat sped up.  He lay there, thinking about the dream he'd just had.  She, of course had been in it.  A vixen, all curves and pouty lips; a vampire as well, fangs and blood.  It was enough to have him rethinking everything.

Did he want to turn Willow, ever?  He wanted her - yes, forever - definitely.  But to make her a vampire?  He wasn't so sure.  True, he could tell that she would make a lovely and deadly mate, but she wouldn't be the same.  She wouldn't be the one with the shy smiles and deep crimson blushes that he had grown to like so much in the past several days.

No, he didn't want her to lose her humanity.  He'd just have to find another way around her mortality.

Listening, Spike smiled as she heard her leave her room and head towards where he knew the bathroom to be.  Carefully, he slipped on his pants on, going shirtless due to his activities the previous night.  He'd have to do laundry, or get some new clothes.

Padding down the stairs barefoot, Spike saw Angel lying on the couch, arm thrown over his head, leg hooked on the back of the couch, and the blanket barely covering him.  He contemplated tossing the covers more completely over Angel, but decided not to.  He knew Angel would be embarrassed, or thought he would be, if he were caught in that state by Willow.

Scenting the air, Spike could tell that Angel had been involved in other activities, besides sleeping.  He could smell him on the air.  Powerful, spicy, and familiar.  Years and years ago, that sight alone would have made Spike's borrowed blood boil with lust, but now - now he wasn't sure how he felt about Angel.  Moreover, he wasn't sure how Angel felt about him.

Spike had recently skewered Angel with hot pokers.  Not exactly something one forgets.  He had been watching his back lately, waiting for Angel to strike.  What he hadn't expected, however, was for Angel to break him out of the Watcher's house and suggest that Willow try to remove his chip.  There was something there that Spike couldn't see, some hidden agenda, but he would find out.eventually.

Making his way to the kitchen, Spike decided to be nice and have breakfast waiting for Willow when she got out of the shower.  It was the least he could do, especially since she not only gave him a wonderful dream last night to wank off to, but was also for trying to remove his chip.  Oh, and had gotten him out of Giles' tub.

----------------------------------------

The shower had been exactly what Willow needed.  She stood in front of the mirror, blow-drying her hair, before she dressed quickly and took one last cursory glance in the mirror.  She wouldn't admit it to herself, but she had dressed up a bit for her guests.  Nothing special, just a pair of tight jeans and a nice flow-y peasant shirt.  She had lied to herself about the makeup, saying it was because she was going out to the store.  Never mind the fact that the billion other times she'd gone out to the store, she'd not worn makeup.

Finally, Willow descended the steps in time to watch the muscles of Angel's chest ripple before his shirt covered them up.  She stopped; watching the play of his fingers as they deftly buttoned each tiny button.

"Morning, Angel," Willow said, regaining control of herself.  'Buffy's, he's Buffy's,' Willow chanted to herself.  She smiled as she came down the stairs.

"Good morning.  Sleep well?"  Angel asked.  His eyes darted down to her lips, wanting to taste them again.  He watched entranced as Willow closed her eyes and inhaled deeply, causing her chest to stretch the material of her blouse.

"That smells really good," Willow said, walking in the direction of the scent of food cooking.

Both Angel and Willow walked in on Spike cooking.  They looked at each other in shock before turning and watching the scene before them.  Spike, who was still shirtless and barefoot, was standing in front of the stove, frying bacon.  Willow didn't realize they even <i>had</i> bacon, let alone waffles.  This was definitely a treat and Willow beamed up at Angel as she ran to sit down at the small island in the middle of the kitchen.

"Mornin' Pet.  Hungry?"  Spike asked, having heard a small giggle escape her.  He turned and his smile dropped when he spotted Angel.

"Goin' fly fishing, Peaches?"

"What?"

"Hanging your gob open like that, trying to catch flies?"  Spike asked.  Willow laughed outright and Spike was sure that if Angel could blush, he would have.  However, Spike wasn't sure what that look in Angel's eyes had meant.

"Right, so what's on the agenda today?  It wouldn't happen to be 'Remove Spike's Chip Day' would it?"  Spike asked, setting a plate out for Willow and himself.  The microwave beeped and he took out the two mugs of blood, handing one to Angel.

Willow forked two waffles onto her plate along with three pieces of bacon.  It seemed like forever since the last time she had eaten.

"No, but soon.  I promise," Willow said, pouring some maple syrup all over her plate.  "I have to go shopping today.  I've made a grocery list, an herb list, and a general list, but do you guys need anything?"

"I could use some clothes.  Got some back at the crypt, but I don't want you going out there.  I'll grab them tonight," Spike said, dunking his waffle in his mug of blood.  Willow chose not to look and Angel looked horrified.  Smiling, Spike took a big bite.

"What about you Angel, do you need anything?"  Willow asked.

"What?  Oh, uh, no.  I can get more clothes later."

"Don't be silly.  I'm going out now anyways."

"No, really, it's ok.  I can make a trip tonight.  Besides, I don't want you paying for my clothes."

"She wouldn't," Spike piped up.  "You can pay for them mate, know you've got the dosh."

"She doesn't know-"

"Can I?!"  Willow asked, cutting Angel off.  She was practically bouncing in her seat.

"But you don't know what size I wear," Angel said, glaring at Spike before turning to Willow.  Spike would pay for this.

"Nor me, Pet," Spike said, grinning at Angel's death glare.  He was <i>not</i> going to pass up this opportunity to spend Angel's money.

"So.just give me your sizes!  I <i>love</i> shopping for guys!"

Both Angel and Spike blinked at Willow.  This type of excitement was reserved for Angel's new secretary, Cordelia.not Willow.  This was just, well, not like her, and both the vampires knew it.

"What?"  Willow asked when she noticed she was being stared at as if she had a second head growing out of her neck.

"Luv, while I appreciate the enthusiasm for spending Peaches money, because I'd be like that too, you aren't one for shopping," Spike said, smiling.  Willow was infectious.  Her happiness filtered through him and he couldn't help but feel a bit bouncy himself.

"Yeah, well, I hate shopping for myself, but I love shopping for others."

"Fine," Angel said, reaching into his back pocket for his wallet.  It was still odd to him, to carry around a wallet, but he'd started doing it when he had gotten credit card bills from Neiman Marcus.  Seemed Cordelia had been rifling through his desk when he wasn't there and had treated herself to a bonus.  He took out a card and handed it to Willow.

"Thanks!"  Willow said, beaming and placing a small kiss on Angel's cheek.

"Oi!  Don't I get one of those?  I didn't hand you money, but I did bloody well cook breakfast," Spike said indignantly.  There was no way Angel would get a kiss and he wouldn't.

Willow smiled, blushed, then got up and walked slowly over to Spike.  As soon as she leaned in to kiss his cheek, Spike turned his head, kissing her on the lips.  She pulled away quickly with a startled gasp.  He just smiled and winked.

"Go on with you, the sooner you go, the sooner you come back.  Then, maybe we can talk about my sodding chip and getting those bastards that put it in there."

Willow nodded and grabbed the list.  She waved goodbye and walked out of the house.

~Part: 7~

Willow had been gone only an hour and already Spike and Angel had fought twice.  Not about anything serious, just the mundane things, like Spike cleaning up after cooking breakfast, who got to sleep in the guest room tonight.things like that.  Nevertheless, even though they were the little things on the surface, underneath the surface there was a battle of wills going on.  It was about Willow, and they both knew it.  They knew it as they knew each other.  Besides, who in their right mind wouldn't want Willow?  She was caring and sensitive, beautiful and smart, everything a man, or a vampire, could ask for.

"That wasn't like that when we got here," Angel said, finding just one more thing to nitpick Spike about.  It really wasn't important, just a video they had watched, but Spike.apparently.had put it back in the wrong place.

"Look, 'm not gonna sit 'ere and let you be a bloody thorn in my side," Spike said, finally getting sick of Angel's bitching.  There's a line to everything, and Angel had just crossed Spike's.

"Me?  A thorn in <i>your</i> side?  I'm not the one who.look; I'm just here to help you, alright?  So, let's go over this one more time.  Where exactly is this place?"  Angel said, trying to calm things down a bit.  The last thing they needed to do was have a throw down in the middle of Willow's living room, especially when she was being nice and buying clothes and blood for them, and letting them sleep in her house, and eat her food.well, Spike ate her food.

"Told you already," Spike said, sitting down at the table.  They had a map of Sunnydale laid out.  Spike pointed to a place on the east side of town in what appeared to be woods.  "That's where I came out of, see?  Nothin' 'round there.  Just a bunch of bloody trees and such."

"Could you get us back there?"  Angel asked, studying the map.  He'd never gone that far before.  When he had patrolled with Buffy, it had always been just around the cemeteries, and he wasn't the type who just randomly took midnight strolls around town.

"Yeah," Spike said, taking a cigarette out of his pack, twirling it in his hands.  "Told you I would."  He wanted, no needed to smoke.  Angel drove him to it with his constant yammering on about this.  All Spike wanted was to remove the chip.  He could give half a shit about the rest of the sorry lot.  But no, Angel had to go and shut the operation down.  That was Angel's gig though; Spike wanted no part of it, least not right now.

"Good, so when Willow gets back we'll discuss how exactly we will take them out.  There has to be a way to shut off the main power there or something."

"Need to get us one of those doc's that put this thing in my head.  We are still doin' that, right?"

"Yes, Spike."

"Good, so long as you remember."

How could Angel forget with Spike reminding him every time he brought up the subject?  He was like a broken record or a CD set on repeat.  It was annoying, but he'd signed onto this gig.  He really should have known better.

Willow pulled the SUV her parents had left into the garage and grabbed a few of the bags, walking into the house.  She smiled as she saw Spike and Angel both get up at the same time to take bags from her.

"Thanks, I'll go get the others," Willow said, turning back to the garage.

"There's more?"  Angel asked in disbelief.

"Of course.  Those are just the groceries."

Willow laughed as Spike immediately went for the bag, taking it to the kitchen.  He was no doubt looking for the hot chocolate.  If she didn't know better, she'd think he lived on the stuff.  The rest of the bags were taken in, and contents gone over.  She'd separated the clothes she'd gotten for Angel from the ones for Spike.  Not that they couldn't tell.

"Really, you didn't have to do this," Angel said, pulling out a slate grey button-down shirt and matching pants.

"Yes I did," Willow said.  She could imagine just what Angel would look like in that outfit.  Her face flushed and she turned to Spike.  She gasped when she saw Spike removing his shirt in favor of the deep burgundy long-sleeve pullover she'd bought for him.

"'S wonderful, Pet," Spike said, moving around the table to give Willow a hug.  He heard the soft growl from Angel and smiled to himself.  He wanted to take it further and kiss her senseless, but he thought Angel might just cause a ruckus over that.

"Yes, thank you very much Willow," Angel said, moving up next to Willow and giving her a kiss on the cheek.

Willow couldn't believe it.  If she had known that was the kind of thanks she would get for shopping for them, she would have bought more.  'Bad Willow,' she admonished herself.  But, how could she help it?

"So, um, what were you two up to while I was gone?"  Willow asked, extricating herself from the two vampires to move to the kitchen.  She took the bag of blood from the butcher's and placed it in the fridge before moving onto the rest of the groceries she had bought.

"We were actually thinking of how best to infiltrate the Initiative," Angel said, grabbing one of the blood bags and placing it in a mug in the microwave.  "There's got to be a way to get in there, preferably undetected.  That way we will be able to get a doctor that can help Spike as well as shut them down.  Permanently."

"Should just grab a doc and blow the place," Spike said, hoping up on a stool.  "'S not like they're all good in there, pokin' 'round in bloke's heads, messin' with things they shouldn't be."

"They're human Spike, we can't just kill them because you have a grudge against what they did to you," Angel said, pulling the blood out when the buzzer sounded.  "Besides, what good would that do?  We need to expose them so this doesn't happen again."

"Right, 'cause the world knows 'bout demons and vampires.  They wouldn't like it if there were a mad scientist in their backyard.  It doesn't work like that Angelus.  Can't just point and say they're the bad guys.  'Sides, no one would believe us.  I still say we blow them."

"They aren't all bad," Willow said.  "I mean.look, ok, so what they are doing is wrong, but not everyone in there knows what they are doing."

There was Riley, Buffy's boyfriend who was a perfect example of someone who knew nothing about the Initiative other than that they hunted down demons.  However, Willow couldn't say anything, or rather, wouldn't.  She wasn't sure how Angel would take to finding out Buffy had a new boyfriend.  It just wasn't something you blurted out.  It took time and finesse and.

"You aren't talkin' 'bout the Slayer's new boy, are you?"  Spike asked, completely blowing Willow's attempt at keeping it a secret, at least until the right time.

Willow looked nervously over at Angel who stood there, expressionless.

"I'm sorry, Angel.  I was going to tell you, really I was, but I didn't want.I didn't know when the right-"

"It's ok," Angel said, cutting Willow off.  She looked at him in disbelief and Spike scoffed.  "No, really, it's ok.  I'm.happy for Buffy.  Though, I don't understand why she would be with one of these Initiative guys."

"Oh!  She says they have great toys!"  Willow said, smiling.  She realized what she said and her hand flew to her mouth, eyes wide with embarrassment.

Spike and Angel took one look at her and laughed.

~Part: 8~

Willow got out of the shower and walked to her room.  'Embarrass self today, check,' she thought, giving a mental groan.  It seemed that at every turn she was saying something or doing something that embarrassed her.  It wasn't like her, or at least, not to <i>that</i> extent.  What was wrong with her today?  'Could be the two hot vampires that were extremely grateful for the shopping you did,' she thought.

Sitting at her desk, she looked in the mirror.  Willow couldn't see why it was that they had hugged her, kissed her, found ways to touch her throughout the day.  She was just Willow, plain, nothing special Willow.  She sighed, took the towel off her head, and began brushing her hair.  Her eyes closed as the sensation of it relaxed her.  It was much better when someone else brushed it, but even with herself doing her hair, it was still nice.  It made her scalp tingle pleasantly.

She didn't see as her door opened and closed quietly, but yelped when she felt cool fingers on hers, lifting the brush out of her hands.  In the mirror, all she saw was herself and her brush floating along her hair.

"Shh, Pet.  Just me," Spike said, smoothing out with his hand the hair he'd just brushed.  He had peeked in to see if Willow needed anything and had spotted her brushing her hair.  Spike remembered Drusilla used to love when he would brush hers, said something about how it made her feel like a Princess.  Therefore, he thought Willow would like it, too.

"Sorry, you startled me," Willow said, relaxing into the soothing feeling of Spike brushing her hair.  She stiffened slightly when his hand brushed along her shoulder where the skin lay bare.  He was cool, but not cold.  However, she had known that from when he'd kissed her.  Did he want to kiss her again?  Was that why he was there?  Somewhere inside of her, she wished that was so, yet another part of her was scared to death at the thought.

"Can braid it for you, nice little twist.  It'll keep it out of your face when you sleep," Spike said, watching her in the mirror.  Her face was flushed red and the soft scent of arousal tinged the air along with the fruity smell of her shampoo.  He smiled, knowing she wouldn't be able to see it, and licked his lips.

"Oh, um, sure," Willow said, unsure of what to do.  Spike, close quarters, door shut, in her room.it was just a little too much.  Like, Spike overload, or something.  What was a girl to do but let him do whatever he wanted to do?  And oh, wouldn't she wish that he would want her.

Spike's fingers moved nimbly through her hair, braiding what there was of it.  He left a little around her face, outlining the soft pale skin with the red of her hair.  She was a gorgeous creature; that he was sure of.  He could almost taste the sweetness of her skin under his lips.  Her neck was bare to him, the long expanse of it practically calling his name, and he couldn't resist.  He bent down, letting his lips trail from her earlobe down to where her neck met her shoulder.  The shudder that went through her made him smile against her flesh.

"Liked that, did you?"  Spike asked, his voice low and husky.  Her arousal now permeated the room, filling his dead lungs with a sweet succulent scent that went straight to his groin.

Willow could do nothing more than nod.  His lips were still on her skin, blunt teeth coming out to play every so often.  Her body felt like putty and Spike was the sculptor.  He could mold her into whatever shape he wanted and she would be perfectly happy with it.  She had a feeling Spike knew that too, knew just what kind of effect he had on her.

Hands wound their way around her torso, glancing across her breasts and Willow's breath hitched.  Her nipples came to life, straining against the material, wanting to be touched.  Spike could see them protruding slightly and he slowly unbuttoned the shirt of her flannel pajamas.  He held an unneeded breath as button by button the soft swell of her breasts were exposed to him.

"Willow," Spike said softly, as if speaking her name out loud would break whatever trance they seemed to be in.  One of his hands held her around the waist, close to him while the other reached inside her pajama top, massaging the pert, small breast within.  A gasp escaped her lips as Willow arched up into his touch.

"Spike, please," Willow begged, not knowing what it was she wanted, but knowing Spike could give it to her.  He said so in the way his lips found hers, gently teasing her lips open with his tongue.  He said it in the way he explored gently all the hidden recesses of her mouth, tangling with her tongue in a long deep kiss that left her breathless.

A loud knocking broke them apart.

"Willow?  Are you ok in there?"  Angel asked from the door.  He'd heard noises, and had come to check.

Willow squeaked out, "Fine, I'm - I'm fine."

Silently, Spike cursed.  Angel always had to break the mood somehow.

"Don't let him in," Spike said, barely making a sound, whispering into Willow's ear.  He wanted to continue this, Angel be damned.

Willow didn't know what to do.  Angel was at the door, the devil, or Spike.same thing no matter how you looked at it, was whispering wicked things in her ear.  But then, Angel, at the door.

"Seriously, I'm fine Angel, just, uh, settling down," Willow said, her voice cracking from nerves.  Spike smiled at her and she smiled back, a flush stealing across her face.  She was <i>so</i> going to hell, or something, for lying.

"Ok, I'm going to be just across the hall if you need anything," Angel said through the door.  Willow cringed and Spike cursed again.  They both listened quietly as they heard the door to the guest bedroom close.

"Now, where were we?" Spike asked, nibbling on Willow's ear.

"But, Angel.across the hall.  He'll hear," Willow whispered frantically.

"Then we'll just have to be quiet, yeah?"  Spike said, a devious grin on his face.  She could see all of the wicked thoughts written clearly on his face.  It said he promised he was up to no good and was enjoying every minute of it.

"I - I don't know, I mean.," Willow said, her voice trailing off.  She wanted too, gods knew she wanted Spike, wanted to know what he wanted to do to her, wanted to know what it was he was thinking, but on the other hand, there was a vampire not 10 feet away with good hearing.  Angel was bound to show back up at her door and he probably wouldn't knock next time.  She could just imagine how embarrassing that would be, for Angel to find her and Spike in some sort of compromising position.  Just the thought of it made her face burn.  However, on the other hand, it was a thrill of sorts, to have Spike in her room with her, with Angel just across the hall.  'Too bad I can't have them both in here,' Willow thought.  'Wait!  Bad, bad Willow.  But it is a thought.  No!  Oh man, I'm in way over my head.'

Any other thoughts were cut off when she looked to see Spike in front of her, sans shirt.  His pale skin was there for her viewing pleasure and man.she'd never thought Spike would look this.good.  She knew Spike was good looking.  Any hot blooded, or even cold-blooded ,female could see that, but this was the first chance she'd had to see him up close and personal, as it were.  She watched as if she were a third person as her hand reached out to touch that expanse of soft, yet hard, flesh.  She could feel the muscle and strength beneath that cool exterior could almost imagine tasting it.  She didn't realize she had licked her lips until she heard Spike's soft chuckle.

"Like what you see then?"  Spike asked.  Willow could only nod.  Words seemed to have escaped her at the moment.  She looked up at him, silently asking for permission to lick and taste that flesh.  Spike nodded.

Moving slowly, Willow's lips touched lightly against Spike's hip.  It had drawn her, that sharp, jutting bone.  It was as if it had called to her, begged that she pay it attention.  Slowly, Willow worked her way across Spike's lower abdomen, looking up to see him watching her, his lips slightly parted and his eyes clouded over with what Willow could only assume was lust, because that was what she felt.  Lust.  She lusted after Spike, after those sharp, crystal blue eyes that saw everything about her.  She lusted after the sharp angles of his body, lusted after the hard expanse of flesh before her.  Willow even lusted after the soft hair that grew around his belly button, leading in a small trail meant to be followed into his pants.

She was a treat, Spike knew.  It was the way those green eyes looked up at him, told him what she wanted from him, what she wanted from herself, without her needing to say a word.  His eyes drifted closed as her hands came up along his ribcage, stopping to flick gently at his nipples.  Spike suppressed a moan.  He couldn't take much more without needing to ravish her.

Taking her hands in his, Spike broke Willow away from him and pulled her up to stand in front of him.  He held her just within arms reach and looked her over.  The flannel pajamas were open in the front, exposing the tops of her breasts and the smooth expanse of her stomach.  Somehow, the outfit looked down right provocative on her.  Spike could feel his erection strain against his pants.  Had he been chip free, he would have tossed her to the bed and ravished her good.  He could just see how she would look naked, spread beneath him, her mouth open in a long moan, her body flushed with heat, but he couldn't do that to Willow.  No, she deserved more.

"I want you, Red," Spike said, looking down at her.  Her eyes widened and her mouth opened as if to say something, but Spike stopped her by placing a finger on her lips.  "Shh, let me finish, yeah?"

Willow nodded.  What else could she do?  Didn't he know that she wanted him too?  What was wrong then?  She didn't know what was going on, but she hoped and prayed he wasn't leaving.

"Just want you to know, Luv.  I want you.  Soft and lovely you are, like a paintin'.  I want to ravish you good and proper like, let you cry out my name in the night, have you squeeze tight 'round me.  But is it what you want?  Let me know now, 'fore I go too far.  Can't promise I'll stop then."

He couldn't believe he'd given her an out.  Mentally, Spike kicked himself for it, but he could see in Willow's eyes, smell it on the air, that she wanted him too.  Now it was just up for her to decide when, because he <I>would</i> have her.  Eventually.

"I - gods, Spike.  I want you too," Willow said.  She was almost panting, her breathing hard and heavy.  That hadn't been quite what she had expected him to say, but she was glad he did.  "But, what about.what about Angel?"

'Always the soddin' Pouf!'  Spike mentally raged.

"What 'bout 'im?"  Spike asked.

"Well, he's like, right across the hall!"  Willow whispered.  "What if he.what if he hears us?"

"So?"

Willow sighed.  He didn't get it.  Spike didn't understand why that was such a big deal.  But it was.  Willow would have to face him in the morning.  See him knowing that he had overheard her and Spike...  'You can't even say it in your thoughts, what makes you think you can do it?'  Willow asked herself.

"He'll know."

"Damn right he'll know," Spike said, smiling.  The look on Willow's face, however, told him that wasn't the right answer, so he tried again.  "Look.  We'll, be quiet then.  Sure there'll be other times when I can make you scream."

Willow nibbled on her bottom lip.  Could she do this?  She already knew she wanted to, but the only catch was Angel.  Moreover, she rather liked Angel.  She was in such a mess.  But, there was Spike, right infront of her.  She looked him up and down from his bleached hair that was starting to show roots to his.bare feet.  She hadn't noticed he was barefoot.  Somehow, that was slightly erotic to see him standing there in just the worn pair of black pants.  Idly, she wondered what was under the pants.  Then, she saw it.  The erection he was sporting as it pulsed and twitched under the pressure of being held inside.  Tentatively, all other thoughts gone, she reached out and ran her hand along it.  Spike's head fell back and a groan vibrated through his body.  She could feel it through his erection, through his pants.

Taking her touch as permission, Spike leaned in and kissed her, pulling her flush to him.  He kissed her deep and hard, his arms encircling her body.  Willow responded in kind, practically melting into him as her arms went around him, more for support than anything else.

Slowly, Spike walked them backwards until Willow's knees hit the bed and she fell backwards, a shocked sound escaping her lips.  Spike followed her, catching himself on his arms before he crushed her.  Before Willow could recover, Spike's lips were back on hers and all thoughts of anything were lost.  His lips were soft, his tongue probing deep into her mouth.  She felt like she was drowning and loved every minute of it.  It seemed Spike knew right when she was running out of air because he released her lips to move to her jaw.  Blunt teeth scraped along her neck.

Perfect.  Alluring.  Exquisite.  All those words had no meaning when it came to Willow.  She was beyond description in Spike's mind, beyond all of those eloquent words he would have once used to describe her.  Moreover, she was responsive, gasping, and sighing, arching off the bed, pulling him with greedy hands at every turn.

Spike explored every piece of flesh available to him.  He paid special attention to her breasts, switching between laving them with his tongue and sucking them into his mouth, rolling the nipples around between blunt teeth.  He could hear his demon crying out for blood, to just pierce her once, that it would be worth it.  However, Spike knew better.  He knew the pain that would come from doing something like that.  He knew it wouldn't be worth it, and the worst was it might possibly frighten Willow, and that was the last thing he wanted to do.

Willow's senses were on fire, every nerve ending standing up and letting her feel it all.  Her entire body vibrated with sensations.  There was a tightening low in her belly, a soft pleasurable ache that just begged for attention.

"Please, Spike," Willow begged, not knowing what she was asking for.  All she knew was that Spike could fix it, could give attention where she needed it most.

"What is it, Luv?"  Spike asked.  "What do you need?"

"You, need.I just need.," Willow said, sighing with frustration.  She heard Spike chuckle and opened her eyes to glare at him.  It really wasn't funny.

"You've got me, Luv," Spike said.  "Now lift up, yeah?"

Willow did as she was told and lifted her hips.  Slowly Spike slid her pajama bottoms down and off her legs.  She lay there, almost completely nude, and blushed.

"Cor, but you're a sight," Spike said reverently.  He could worship at the altar of Willow for the rest of his unlife and never be thirsty or need for anything again.  Spike moved his hands along her thighs until his thumbs encountered her core.  Heat seeped from there, burning his hands exquisitely.  It was pleasurably painful.

Spike watched as Willow's eyes fluttered shut and her hips moved slightly, begging without saying a word.  He capitulated easily, knowing what she wanted, what he wanted to give her.  He slid her panties off and saw her in her full glory, the soft curls of her nether regions gleaming with the wetness there.  He salivated, wanting so badly to taste her, to drink her up in the most sensual way possible.

Kneeling in front of her, Spike spread her legs, closing his eyes to inhale the heady scent of her arousal as it overpowered everything else.  His thumb worked between her folds and caressed the nub hidden beneath.  He heard Willow's heartbeat speed up and her breath hitch and he smiled to himself.

Slowly, Spike licked along her opening, eliciting a long, low moan from Willow.  He gave her a few more soft licks before he sucked her clit into his mouth, flicking it quickly with his tongue.  Willow arched up sharply from the onslaught and gasped for air.  Spike inserted a finger into her and moaned, causing Willow to moan in kind.

She couldn't remember the last time she'd felt so much pleasure.  It was overwhelming in the best possible way.  She wanted more and he wanted him to stop all at the same time.  She didn't know how much more she could handle.  He worked her, first one finger then another, and she was close, oh so close.  A tight knot formed low in her belly, and she knew if he would just go a little longer, it would be a release like no other.

"Please," Willow gasped between moans and pants.

Hearing her plea, Spike worked his tongue and fingers faster.  He could feel her start to clench around his fingers.  She was close.  One last flick of his tongue and she was arched high up off the bed, moaning loudly.

Spike stood up, licking the juices off his fingers and from around his mouth, savoring ever last drop.  She was sweet and tasty, something he could drink for years to come.

Willow panted heavily, coming down from what had to have been the hardest orgasm she had ever had.  She couldn't remember anything feeling quite that good before.  When she finally opening her eyes, she saw Spike.nude.  He'd taken off his pants and stood before her, fully erect, a grin on his face.

"I haven't," Willow said, her eyes never leaving his erection, "not since Oz."

"'S alright, Luv," Spike said.  He'd known she wasn't a virgin, and that stung just a bit, but it didn't matter, she acted like a virgin, complete with fierce blushes that made her entire body redden with them.

Willow nodded.  She trusted Spike, trusted that he knew what he was doing.  Hell, he'd proven that much just moments ago.  However, he was larger than Oz, not in length, but in girth.

Spike could sense that Willow was nervous with the way she looked between his bobbing erection and his face.

"I'll be gentle," Spike said, lying down next to her.  He pulled her to him, kissing, and caressing her, trying to assuage any fears she might have.  Slowly, Willow melted into him, relaxed, and kissed him back, her hands traveling all over his body.

In her curiosity, Willow's hand found Spike's erection and pulled on it softly.  He moaned, his head going back.  She did it again and it twitched in her hand, an odd sensation.

"Please, Luv," Spike begged.  It was his turn to ask her for what he wanted to let her know that he couldn't take the teasing much longer.  He wanted to be buried deep inside of her, feeling her heat from the inside out.

Rolling them over, Spike lay atop her, his cock positioned at her entrance.  He looked into her emerald eyes and waited for her.  Slowly, Willow nodded and he pushed inside of her, careful not to hurt her.  Willow's eyes went wide with the sensation, but it didn't hurt.  It made her feel full, but it didn't hurt.

Once fully inside of her, Spike stilled his movements.  Willow's breathing was hard and fast, but she didn't want him to stop.  Opening her eyes, Willow pulled his head down to hers and kissed him, silently letting him know that it was alright, she was fine.

With that affirmation, Spike moved inside of her.  The tightness and heat of her would be the death of him, he was sure, and he wasn't sure how much longer he could hold on.  He was on the cusp of an orgasm each time he moved.  He could feel his face shift as the demon came forth.  He stopped, closing his eyes, willing it away.  A soft hand caressing his ridges caused him to open yellow eyes to meet Willow's.

"It's ok," Willow said softly, moving against him.

"But-"

"Shh, it's ok, Spike," Willow said, cutting him off.  She leaned up, kissing him carefully between razor sharp fangs.  Spike couldn't stay still any longer and he moved at a faster pace now.

Willow moaned, breaking the kiss.  He was filling her up to bursting and she loved every moment of it.  She couldn't imagine why she hadn't done this sooner, but she was sure she would think of a reason.later.  Right now, she just wanted to feel Spike inside of her.

He was close to release, that oblivion that would suck him under quicker than anything else.  He leaned on his arm, biting into it, his own blood filling his mouth and growled out his release just as he felt Willow clamp down around him.

"What the hell?" a voice said from the doorway.  Spike and Willow both looked up, shocked to see Angel standing, mouth agape, at the door.

~Part: 9~

"What the hell?" a voice said from the doorway.  Spike and Willow both looked up, shocked to see Angel standing, mouth agape, at the door.

"Bloody Hell!"  Spike said, not moving.

"Oh gods!"  Willow said, completely embarrassed.

Time seemed to stop for a moment, no one moving, no one saying a thing.  Even Willow held her breath.  The look on Angel's face was almost one of pain, as if it hurt him to see her like that, Spike between her legs, still inside of her.  Willow's face burned.

Finally, Spike moved and pulled the covers over them before removing himself from between her legs.  Spike sat up, a cocky grin on his face.  The sharp look Angel sent him did nothing to dim Spike's glee.  He hated that Angel was embarrassing Willow by barging in there, acting like it was his house, his Willow, to do with as he pleased.  No, Willow wasn't Angel's; she was his, Spike's.  A low growl rumbled through Spike's chest causing Angel to blink and really look at them.

He'd heard it, smelled it, laying there in the bed across the hall.  It had taken all of his restraint for Angel not to get up and barge in there at the first muffled gasp.  He had thought that maybe Spike was.hell; he knew what Spike was doing.  Angel knew as well that Willow was a big girl, could decide for herself what she wanted, what she needed.  It hurt, was all.  Hurt him that she had chosen Spike.

Angel had tried ignoring it by going down to the kitchen, but even there he could hear them.  Nevertheless, it wasn't the fact that Spike and Willow were.occupied that had brought him bounding up the stairs.  No, it had been the sharp tangy smell of Spike's blood.  The worst thoughts had run through his mind then, visions of the vampire Willow he'd met a few years ago swam in front of his eyes.  But it hadn't been that, Angel thought, noticing the bite mark on Spike's arm.  The chip had stopped him from harming Willow, but the need to sate the demon, a need he knew well, seemed to have taken Spike over, causing him to bite into himself.

"Angel?"  Willow asked, tentatively.  The far-away, pained, and haunted look didn't leave Angel's eyes as he turned them to her.  Willow gasped, hugging the small covering of the blanket to her.  She didn't know what to say, didn't know what that look was about.

"Sorry," Angel said, finally coming out from his thoughts.  He backed out of the room quickly, closing the door behind him and leaving a baffled Willow in his wake.

Willow and Spike sat there, unmoving, saying nothing.  Tears glistened in Willow's eyes and Spike hated that they were there and hated more that Angel was the one to put them there.  She shouldn't be crying over Angel, she should be lying there, with Spike, cuddling next to him, letting her warmth spread through him.

"Go," Spike said, his voice soft.  He didn't look at Willow when he said it.  He knew he would regret it, but he couldn't stand to see her sitting there, crying over Angel, after they'd just made love.  It would be better if she left then for him to sit there, watching her.

Looking over at Spike, Willow wanted to apologize, say something, anything.  But the way his face was turned, the way it was set, hard and unreadable, told her everything.  Quickly, she got up, slipped on pants and a shirt, and ran out of the room.

--------------------

He should leave, get out, and head back to L.A.  Obviously, he wasn't wanted here, there was nothing he could do but get in the way.  But, leaving meant packing and packing meant going back upstairs.  Angel couldn't go back upstairs, he couldn't go back through there, and smelling them together, hearing their whispers as they basked in the afterglow...he just couldn't do it.

Slipping out wasn't much of an option, but it would be something.  Angel could save face, whatever that meant, and let them live in peace.  Willow and Spike could take on the Initiative without him.  They didn't really need him.  Willow could get Buffy to help, or even Giles.  Either way, he felt useless, more so than usual.  No, leaving would be the best thing, he was sure of that.

Angrily, Angel tossed together a few things, a pair of pants he'd left hanging to dry on a chair, a shirt here and there.  He put it all in a plastic bag he'd found in the kitchen.

Standing at the bottom of the stairs, Willow watched in horror as Angel packed.  He couldn't leave her, he just couldn't.  They needed him.  <i>She</i> needed him.  Didn't he know that?

"Angel?"  Willow asked, hoping to stop him.  She didn't know what to say, but she had to convince him to stay.  He didn't turn around, but his movements stilled.  That was progress at least.

"Don't," Angel said when he heard her take a step closer.  "Just...just don't, alright?"

"But - But you can't leave," Willow says, her voice shaky with tears yet unshed.  "We...I need you.  There's all this planning and stuff, and I don't do well with that kind of stuff.  And then there's the storming of the castle.  I've never stormed a castle.  I don't know if there's a procedure or rules of engagement.  Do rules of engagement go into effect of you are infiltrating the enemy?  ...  "

Angel watched, speechless, as Willow continued to babble, gesturing wildly as tears brimmed her eyes.  She looked so scared, so fragile.  Before he realized what he was doing, Angel's arms encircled Willow, holding her close.

"Shh, I'm sorry, Willow," Angel said, moving them to the couch.  He sat her down and went into the kitchen, made tea, and brought some out for her.

Silence, heavy and thick, fell around them as Willow drank her tea.  Angel watched as she tried desperately to regain her composure while he tried valiantly not to rush upstairs and rip out Spike's throat.  A vision of red swam in front of him, begging to be made reality, but he pushed it back.  Violence would do no good, except serve to make Willow even more upset and ruin her bed.

"I feel like such a slut," Willow said quietly, thinking it was to herself.  At Angel's harsh 'No', she blushed and turned away from him, cursing vampire hearing.

"Willow," Angel said, softly.  When that didn't work, he said her name again, louder, more demanding.  Finally she looked up at him.

"That's the way Spike works.  The way he's always worked.  He looks for a weak spot and exploits-"

"He didn't exploit me, I wanted it!"  Willow cried out, cutting Angel off and standing up.  The words, the truth hit her and her eyes widened with the knowledge.

"I mean, I thought it was you coming in but then it was him and...  I don't know.  How's a girl supposed to function, let alone talk, and walk, and be <i>normal</i> with you two around?"

To say he was flabbergasted would be an understatement as Angel tried to take in what Willow was saying.  She'd thought he was the one in her room?  That didn't make any sense.

"What with the kissing and the touching.  What am I supposed to do Angel?  I'm just a human!  I can't just like ignore the way your touch tingles on my skin or the way Spike's voice feels like velvet."

His touch made her skin tingle?  Did she know that touching her made his hands burn as if they were doused in Holy Water?  Willow paced, ranting and talking and Angel was still stuck on just the few words he could catch.  He hadn't even noticed Spike as he sat on the stairs, a self-satisfied smirk on his face at Willow's distress.

Standing abruptly, Angel stood in Willow's path.  She looked up at him as if just realizing he'd been there, listening to her.  She opened her mouth as if to say something more, but Angel halted any words by pressing his mouth to hers, his tongue delving into her open mouth.  His arms wrapped around her as she slowly melted into the kiss.

Neither of them saw as Spike stalked off back up the stairs.

~Part: 10~

Spike cursed himself as he paced Willow's room, smoking.  He shouldn't have let her go.  He <i>knew</i> better.  They always went to Angel with the brooding, the hair gel, and the quiet, yet pained soul.  What did Spike have to offer?  Blood, sex, violence...might as well be nothing.  Willow was pure, innocent.  While sex, maybe, would hold her for a while, the blood and violence would drive her away.

Pushing her away wasn't his goal.  He wanted her.  Just that one taste wasn't enough.  Spike wanted Willow to be his.  He had taken the first step with her, being patient, giving her the chance to say no if she didn't want to be with him; but she hadn't said no, and he'd marked her with his scent.  When he got his chip out, he would claim her, make her his so no other creature could touch her.

His plan was flawed, and he knew it, but everything could be worked around.  Angel was his biggest hurdle.  He'd have to convince Angel to leave, head back to L.A. once Spike got his chip removed.  Not just to leave, but not to check up on Willow.  Either that, or Spike would have to leave with her as soon as Angel's back was turned.  They could leave the country.

Spike's timing would have to be perfect.  It was unlikely that Angel would just up and leave Willow alone with Spike, especially if he wasn't chipped anymore.  Angel would see him as a threat, something dangerous.  However, Angel would slip up, he always did.  So Spike would have to wait.  He could wait...for Willow, he could wait.

---------------------------

Pulling back slowly from Willow, Angel broke the kiss and looked at her.  Her eyes were closed, her mouth parted and full, red and wet.  She was stunning.  He watched her eyes flutter open.  He tried to step back, but Willow held on.

"Please don't walk away Angel," Willow said softly.

"I can't.  You know I can't," Angel said, referring to his soul.  His entire being screamed at him to take her, give her what she so obviously wanted, but he couldn't.  Just by looking at Willow, tasting her lips on his, he knew she could make him happy, truly happy, and that would be a disaster.

"Why?  Is it Buffy?"  Willow asked, now the one pulling away.

"No, Willow," Angel said, tilting her head up to him.  Tears shined in her eyes.  "It's not Buffy.  I - I love her still, and probably always will, but you know why we can't."

"It could be just that once.  Like a one time deal," Willow said, hope evident in her voice.  She knew better, somewhere in the back of her mind she knew the intricate details of the curse, had seen everything Jenny Calendar had gathered and translated.  One moment of happiness, that was all it took, and then the world would spiral out of control and Angelus would be loose.

"You know better then that," Angel said softly.  His hand reached out, caressed her cheek, and gently tucked a strand of hair behind her ear.

"I know," she said, leaning into his caresses.  "What's wrong with me Angel?"  Willow looked up at him, tears still shining in her eyes, pleading silently for answers she didn't have.

"What do you mean?"  Angel asked, confused.  "There's nothing wrong with you, Willow, nothing at all.  You're perfect."

"I-I can't do this Angel.  I need...," Willow said, pulling away from Angel.  She turned and ran upstairs and into the bathroom.  She leaned against the closed door, sliding down to the floor and letting the tears come.

It was her fault, in a way, that she was unable to be with Angel.  She had been the one to put the soul back in him, complete with curse and all the bells and whistles.  Nevertheless, that didn't keep it from hurting.  It didn't stop the slow burn in her gut.  Just thinking about Angel made her want to go down there and throw herself into his arms, made her want him.  She couldn't be in the same room with him, she realized, without wanting him like that.  What was worse.she brought it upon herself.

"Stop this now, Rosenberg," Willow said to herself.  Self-loathing wouldn't help the situation; it would just make it worse.  Standing up, she went to the shower and turned it on, making sure the water was hot.  What was wrong with her...going after Angel like that, and right after she'd had sex with Spike?

Spike.  She'd had sex with Spike and here she was crying over Angel.  There was something wrong with her, there just had to be.  What was she going to do?  Spike knew about her liking Angel, otherwise he wouldn't have told her to go after him; and Angel had caught her with Spike, literally, and yet he'd still kissed her.  Maybe she wasn't the only one who was messed up.  Maybe, she thought, trying to rationalize things, it was the Hellmouth.  With the whole converging of evil forces.  That had to be it.  There was an evil force that was making her act like the vampire version of herself, all slutty and wanton.

Willow leaned her head back under the spray, closing her eyes, and let out a frustrated groan.  Blaming unknown forces wouldn't work.  She knew better then to think it was something that simple.  No, she was stuck with complicated.

Turning around, Willow reached blindly for the shampoo.

"Thanks," Willow said when it was handed to her.  Her eyes flew open.

"Spike!" she cried out, trying to cover herself up.

"Thought you could use a hand, Luv," Spike said, smirking.  Even through the steam from the hot water, he could see her blush.  All that blood rushing to the surface of her pale skin, just begging to be kissed and bitten.

"Thanks, but, uh, I'm fine," Willow said nervously.  She felt like such a fool.  She could sleep with Spike, let him do things she'd never felt before, but she couldn't take a shower with him?  Sighing, Willow let her hands drop and poured the shampoo into her hands.  Spike took the bottle from her and put some in his hands as well before placing the shampoo back on the hanger.

"Let me," Spike said, taking the shampoo from her hands and working it into lather.  Something had happened between her and Angel after he'd left, that much he could tell.  He could smell the salt from her tears when he walked in after her.  He wondered what it was, but now wasn't the time to ask as he watched her eyes drift closed and her muscles relax.  He'd find out what happened from Angel later, or maybe from her.  He should get her to open up to him, get her to trust him.  If he did, it would just make it that much easier when he took her away with him.

They finished the shower in silence and Spike didn't try anything, for which Willow was grateful.  She didn't want that type of attention, though just the sight of Spike naked had her body tingling and betraying her feelings.  She dressed in comfortable clothes and looked around her room.  Her laptop was downstairs.  She really didn't want to see Angel at this point, but she needed her laptop to go over the plans they'd set out.  She looked between Spike and the door.  She didn't want to go down by herself.  Willow didn't think she could face Angel, not after the way she had run from him.

"Spike," Willow said, walking over to him.  She played with the hem of her shirt, nervous and unsure of how Spike would react.  "Could.would you come downstairs with me and help me go over the plans?"

"Sure, Luv," Spike said.  A flame of anger burned its way slowly through Spike at the thought of Angel possibly hurting his girl.  Willow wasn't his, he knew this, but she would be.  There would be a day.soon.when he would claim her, make her his in every possible way.  No one would hurt her; no one would touch her besides him.

Together they walked down the stairs.  Willow tried hard not to look at Angel who was unpacking the little plastic bag he'd tossed together, but she just had to take a peek.  He looked pensive.  Not only had she caused herself grief, she'd hurt Angel as well.  She could also feel Spike behind her and turned to give him a weak smile.  Sitting down at her laptop, she booted it up and dove into her work.  It would take her mind off everything and give her blessed peace for a few hours at least.

-----------------------------

Angel'd tried to stay out of Willow's way when he'd seen her start up her laptop, but after seeing her walk down those stairs with Spike, both of their hair wet; he couldn't help walking over to her.  Discreetly, he inhaled, pleased to not smell any recent 'activities' with Spike on her.  However, she seemed to be avoiding him, not looking at him, or even talking to him.  He'd maybe expected a bit of avoidance with the way she had taken off, but not talking to him?  It hurt.

Sensing Angel was behind her, Willow tried hard to concentrate on the information she was reading about the Initiative.  Most of it was vague and things they already knew, but if Angel thought she was busy, maybe he would leave her alone.  She could only hope.

Spike was sitting next to her, drawing what he could remember and writing down everything he had seen when he'd been in the Initiative's tender care.  He noticed Willow tensing every time Angel walked by and he wondered at that.  The last he'd seen of them, they'd been close...much closer then he had liked, but they hadn't been fighting, or not that he knew.

"When will we be ready?" Angel asked, coming up from behind Willow.  She was startled by the sound of his voice and jumped in her chair.  Spike's hand moved to hold hers and he glared up at Angel.

Getting herself under control, Willow took a deep breath and looked up at Angel saying, "Just a few more days."

"We should do some reconnaissance," he said, taking a seat on the other side of Willow, opposite of Spike.  Angel hadn't missed Spike's subtle movement.  He still didn't understand what was going on.

"That might help.  They could have moved their entrance, or closed it off since Spike escaped," Willow said, turning back to Spike's drawings and the map she had of Sunnydale.

"Spike and I will go out tonight," Angel said, surprising both Spike and Willow.  Spike simply nodded.

"Well, alright," Willow said, not sure of how to take it.  There seemed to be an undercurrent between Spike and Angel she couldn't place.  However, their going out would allow her some time alone to deal with her emotions.

"There's still a while until sundown," Angel said, standing up.  "Spike and I should get some sleep."  He walked away from the table and turned when he didn't hear Spike following him.

"What?"  Spike asked, annoyed.  He didn't appreciate Angel trying to tell him what to do.  He was not some fledgling whelp meant to be talked to as if he knew no better.

"We've invaded Willow's life enough for one week.  Why don't we give her some time by herself," Angel said.  It was logical, no matter what Angel's ulterior motives were, and he was hoping Willow would take him up on it.  He didn't like the way Spike was all over her, practically glued to her side at every moment since they came downstairs together.

"No, Angel, it's alright.  He can stay if he wants," Willow said, looking at a point beyond Angel.  If he didn't want to be near her, he didn't have to be, but that didn't give him the right to drag Spike along with him.  She was actually getting used to the vampire and enjoyed his silent company.

"Fine," Angel said, and walked out.

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