Controlling Chaos

Sequal to 'All Out Uprising'

Author: Elisabeth

Website: http://www.geocities.com/dragonydreams

Rating: NC-17 (overall)

Pairing: Willow/Spike/Angel

Summary: Willow's friends find out about her relationship with Spike.

Disclaimer: I claim no ownership over these characters. I am merely borrowing them from Joss et al.

Distribution: Me, WLS, WWW, NHA, Soulmates, anyone else - please ask.

Feedback: Yes please! Don't make me beg.

Dedication: For Gabrielle and Knightie who asked for/demanded a sequel.

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~Part: 1~

Willow groaned as she rolled over in bed to glare at the cheerful song pouring out of the clock radio. For the first time that she could remember, Willow dreaded going to school. Not only did she feel a little guilty for skipping classes on Friday, but she was nervous about seeing Buffy.

Willow sighed and reached out to turn off the annoying song, but the cool arm draped around her tightened, pulling her closer to the hard body lying behind her.

"Going somewhere?" the rough British voice asked her, only barely awake.

Willow wriggled against him, trying to disentangle herself. "I've gotta go to school."

"Didn't we already have this conversation," he asked, lightly peppering her shoulders with kisses.

"Mm-hmm," Willow agreed, allowing herself to be momentarily distracted. She sighed and turned over to face her lover. "But that was three days ago."

"So?" Starting to wake up, he groaned, "What is that sodding noise?"

Willow giggled. "That's the radio alarm, the one you wouldn't let me reach to turn off." She giggled again as she was immediately released and she turned it off. "Better?"

"Not quite." He pulled her back to him, covering her lips with his. Willow moaned into his mouth and tangled her fingers in his soft blond locks as his hands ran along her spine.

With a final lingering kiss, he pulled back to look in her glazed eyes. "Mornin' Red."

"Mm, mornin' Spike." Willow turned her head to look at the clock. "Now I've really gotta get up."

"I'm already 'up'," Spike leered, pressing his erection into her hip.

"You know that's not what I meant," Willow blushed, lightly slapping his chest. "I have to go to school today."

"Now why would you want to do that when you could stay in bed with me?"

"Because it's what teenagers do. We go to school and learn the 3 R's so that we can graduate and then go on to college."

"Yeah, but what's one more day of playing hooky? I'll make it worth your while."

"Spike, as much as I'd love to, you know that I can't. For one thing, Buffy would never believe the sick excuse again. If I don't show up at school today Buffy will cut class and come over here and drive a stake through your heart." Willow placed an open mouthed kiss over the spot on his chest where his heart would be. "And I wouldn't want that to happen."

"You've got a point there." Spike reluctantly agreed.

Willow slipped from the bed and grabbed her robe on her way to the bathroom. Spike considered staying in bed, but the thought that he'd be stuck in her parents' house all day without his witch changed his mind. He climbed out of the nice warm bed and silently slipped into the bathroom. He pulled back the shower curtain and briefly admired the view of a wet Willow before climbing in with her.

"Spike, what are you doing?" Willow shrieked.

"I'm helping." He took the shampoo bottle from her and poured some into his palm then placed the bottle back on the shelf. He turned Willow around and began to rub the shampoo into her hair. "What's it look like I'm doing?"

"Trying to change my mind about leaving," Willow guessed. A quiet moan escaped as Spike massaged her scalp.

"Well, yeah." Willow squinted her eyes open to mock-glare at the vampire. He sighed and renewed his lathering. "Fine. Let's get you all nice and squeaky clean for school. You've got an innocent image to keep up."

Willow sighed, a soft smile gracing her face, as Spike moved her head under the spray of the shower and rinsed the shampoo from her hair. "That feels wonderful. Maybe one more day..." she murmured.

"Really?" Spike questioned, hope apparent in his voice.

Willow opened her eyes and caught Spike's hopeful look. She frowned, looking away. "No, not really. I'm just dreading seeing Buffy."

"Now why'd you have to go and ruin a perfectly good shower," Spike grumbled. He reached around Willow and turned the water off. He pulled back the curtain and grabbed a towel and began drying the redhead and then himself.

Willow nervously looked into Spike's eyes. "Do you... Do you think she told the others? Besides Angel I mean."

"Don't know, pet. What if she did?"

"I don't know. Xander'd have a fit. He'd probably grab a stake and rush out to find you. Hey! He hasn't tried staking you yet, so he must not know," Willow beamed, then just as quickly her face dropped. "But Giles... He'd probably stutter and clean his glasses, then try to stake you."

"At least Angel already knows," Spike smirked. If possible, the smirk grew as Willow blushed.

"You don't think he's upset that I didn't invite him back here last night do you?"

"Don't really care."

Willow headed back to her room, with Spike in tow. "It's just... this is my parents' house. It was one thing to be with both of you in your crypt, but that would just be too weird here. It's weird enough having you here. A good weird though. But I also know that you only put up with Angel because of me, and I wouldn't want you two to kill each other trapped together all day, just the two of you, in my parents' house."

"Don't fret so, luv. I get it, and you're right, we would have killed each other if trapped here all day together."

Spike pulled Willow against him, placing a soft kiss on her lips. Willow wrapped her arms around him, deepening the kiss for a moment, until she realized they were still naked, and Spike was still aroused.

She pushed away from him and started rummaging through her dresser, getting dressed as she went.

"You're no fun," Spike pouted, falling back on the bed. He watched her frantically dress, covering her fully blushing body under the layers - panties, bra, colorful tights, tank top, flowery skirt, fuzzy sweater.

"I wasn't trying to be fun." Willow ran a brush through her hair and glanced at the clock. "Eep. I'm gonna be late." She scurried around the room making sure everything was in her backpack that was supposed to be.

She almost made it out the door when she looked back over at Spike reclined on the bed. She stopped mid-step at the picture he made, lying naked on her bed, lightly stroking his cock as eyes followed her every movement. "Stop it," she whined.

"Stop what?" he leered, eyebrow raised.

"Stop being so damn sexy," she pouted, moving back towards the bed.

"Sorry. Nothin' I can do about that," he smugly replied, reaching out to pull her down on the bed.

"Has anyone ever told you you're a bad influence?"

"All the time. I revel in it. Demon y'know."

"Yeah, my own, personal demony bad influence." Willow kissed him, showing him just what kind of influence he was having on her. When Spike tried to pull her closer she pushed away, hopping off the bed.

"I'm sorry, but I've really gotta go now. Look, why don't you try to get some more sleep, then later feel free to watch some TV, we've got cable. School let's out around 3pm, but Buffy's probably going to guilt me into research. So, um, I don't know if I'll be back before sunset. If I'm not, then I'm still stuck at the library. But I don't think you should come there. I have no idea how likely Buffy's gonna be to stake you after I talk to her."

Spike stood and placed a finger over the still moving mouth. "You don't need to worry about me. I'm a big vampire. I can spend a day in a house alone. It'll be a lot more entertaining here than at the crypt. If you're not here at sunset I'll go get a bite to eat and wait for you near the library. Don't want you walking home at night by yourself." Willow smiled at him adoringly. Spike picked up her backpack and handed it to her. "Now off you go. Fill that beautiful head of yours full of knowledge."

"I'll miss you Spike," Willow shyly admitted, giving him a peck on the cheek before rushing out of the room.

"Me too, pet."

~Part: 2~

Willow made it school just in time for her first class. She was able to successfully avoid seeing Buffy until lunch. Unfortunately, in an attempt to hide from her in the library, she was immediately found.

Willow jumped in her chair when she heard Buffy and Xander entering the library. She nervously looked up and saw the disappointed look on Buffy's face. Xander looked back and forth between his two best friends, completely oblivious to the cause of the sudden tension.

"Now should I have brought a jacket?" he jokingly asked. "'Cause there is definitely a chill factor in here."

"What?" Willow asked, looking at her oldest friend. "No, no chilliness here. But, ah, Buffy and I have something we need to talk about. Giles, can we use your office?"

"Hm, oh, yes, of course," the older man distractedly responded, barely looking up from the tome in front of him.

Willow grabbed Buffy's arm and dragged her into Giles' office, closing the door behind them.

Xander dropped into a chair and bewilderedly looked at Giles. "So what's that about?"

Giles looked up and noticed that the girls were gone and Xander looked confused. He replayed the last few minutes in his head, recalling that Willow wished to speak privately with Buffy. "I'm not certain," he honestly answered. "But I have a feeling that it has to do with Willow's absence on Friday. As you know, it is very unusual for Willow to miss school, even for an illness. Buffy was also very distracted all weekend. So I would assume that she knows where Willow was when she wasn't here."

"And she didn't tell me?" Xander disbelievingly exclaimed. "I'm Willow's bestest bud! If something's going on with her that I don't know about then I should be told."

"If there is something happening in Willow's life, I'm sure that she will tell you when SHE is ready." Giles stated pointedly, hoping the subject was now closed.

~~*~~*~~*~~*~~*~~

Willow sat on Giles' desk, waiting for Buffy to say something, but after a couple of minutes of awkward silence, she still hadn't said anything.

"So, um, are we okay?" Willow ventured, raising her eyes to Buffy's face.

"I don't know. Are you still sleeping with Spike?" Buffy casually asked. Willow flinched anyway and nodded her head. "I just don't see what you see in him. He's a vampire, a soulless demon."

"I know that Buffy. Believe me, he reminds me of that quite frequently." Willow was smiling, but sobered at the horrified look on Buffy's face. "Not in a bad way. I mean, you know how Spike is. I'll say something and he'll say it's because he's a demon. Like this morning..."

"This morning!" Buffy yelled. Quieter she continued, "You were with him this morning? You came to school from his crypt?"

"No, we were at my house," Willow corrected, then bit her lip at the realization of what she had said.

"Your house?!" Buffy demanded. "You invited that thing into your home?!" Willow opened her mouth, but Buffy continued, "Of course you did. You invited him into your body, why not your home?"

Willow's face hardened. Before either of them knew what had happened Willow slapped Buffy. "Don't you ever speak to me that way again," she coldly stated. "I will tell you this one more time, and after that either you will continue to be my friend, or you will leave me alone. I like Spike. I like the way he makes me feel. He makes me realize things about myself that I never thought were possible. He makes me feel sexy, and desirable, like a woman. He's incredibly handsome and sexy and could probably have any woman he wanted, but he wants me. Me! If you can't be happy for me, then stay out of my life." Buffy opened her mouth to try one last protest, but Willow cut her off. "Don't you dare bring up the demon thing. You know that he's not like other demons. He helped you with the whole Acathala thing remember. And don't tell me he can't love, because he was in love with Drucilla for like a hundred years. And no, he's not in love with her anymore because she dumped him."

"Can I say something now?" Buffy ventured when Willow paused for breath.

"Go ahead," she allowed.

"I'm not ready to welcome Spike into the gang, but if this is really what you want, then I will promise not to stake him, as long as he doesn't hurt you."

"Really? Do you mean that?" Willow asked, not entire sure she believed Buffy, but desperately wanting to.

Buffy nodded and was quickly enveloped in a fierce hug. Willow whispered, "Thank you."

"But if he hurts you in any way..."

"He won't. I trust him Buffy."

"Right then." Buffy turned to head back into the main room, when Willow's voice stopped her.

"Um, are you going to tell Xander and Giles?"

Buffy slowly turned around, taking in the nervous stance of the redhead. She sighed. "No, I won't tell them, but you better do it soon, before they figure out Spike's back in town and try to dust him just for being here. Of course they'll really want to dust him once they find out..." A maniacal grin began to grow.

"Don't I know it," Willow rolled her eyes. "One more thing. What did Angel say to you after you sicked him on us?"

"Oh, um, he said that as much as he hated to admit it, he didn't think Spike was going to hurt you and that you deserved to be happy. And if I was smart I wouldn't get in the way."

"He was right you know."

"I know," Buffy sighed. "Sorry 'bout that by the way."

"S'okay. At least he was able to get through to you."

"Anyway, he said he'd stop by the research session tonight to see how things were going between us." Buffy tossed over her shoulder as she rejoined Xander and Giles.

Willow followed, trying to hide her worry over seeing Angel again so soon after their weekend. She didn't know how she was going to be able to behave normally around him after having spent the better part of two days, and nights, in bed with him with Spike.

~Part: 3~

Willow was so deeply engrossed in trying to find information on the mayor that she didn't notice when Angel quietly entered the library. He took stock of the room - Xander napping on an open book, Buffy sparring with Giles - before making his way to Willow. He took a moment to simply enjoy watching her, her brow furrowed in concentration, bottom lip caught between her teeth.

With a slight grin in place Angel snuck behind the hacker and whispered in her ear, "Hey there gorgeous," before brushing his lips along the shell of her ear.

With an "Eep" Willow jumped out of her chair, nearly tripping over Angel. "Angel, don't do that."

Willow's loud exclamation caught the attention of the others in the room. More accurately, it caused Giles and Buffy to pause in the actions and look at the pair and Xander to startle to wakefulness and fall out of his chair.

"What's going on? What happened?" he asked from his position on the floor.

"Nothing. Angel just scared me."

"Did he do that stealthy thing again?" Buffy asked.

"Uh huh."

"I told you we need to get a bell for him," Xander said, pulling himself back into his chair.

"What brings you here, Angel?" Giles asked.

Angel exchanged a look with Buffy before saying, "I need a word with Willow, in private."

"Of course," Giles said, as if there was nothing strange about Angel needing to talk privately with Willow. "Willow, will you be needing my office again?"

Willow glanced at the large window that looked into Giles' office. She nibbled her lip for a moment before shaking her head. "That's not necessary, Giles. We'll just go talk in the stacks."

Angel silently followed the self-conscious girl into the rarely used back room.

"What's that all about?" Xander asked the room in general. "Does this have anything to do with the little pow-wow you and Willow had earlier?"

Buffy stared after her friends, not entirely comfortable about the way they were acting. In a far-off voice she said, "It might."

~~*~~*~~*~~*~~*~~

When they reached the far end of the room Willow turned to face Angel. "So what'd you need to talk about?"

Angel closed the distance between them, wrapping his arms around her. He lowered his head until their mouths were almost touching before he huskily said, "I missed you last night." He took her mouth in a fiery kiss, showing the redhead how much she was missed.

Willow kissed him back with equal passion, her hands clenching his shoulders, her body pressed tightly against his. She could feel his arousal swell against her belly and moaned into his mouth. When her need for oxygen became desperate Willow broke the kissed, but kept their bodies melded together. "I missed you too," she breathed. "You understand why, right?"

Angel idly ran his hands through her hair in a comforting gesture. "Of course I understand, little one. This must be incredibly overwhelming for you." Willow nodded her head in agreement. "I'm willing to give you all the space you need."

"Not just yet though, right?" Willow ran her hands over his ass, a mischievous glint in her eyes.

"Willow, I'm shocked," Angel feigned disbelief at her actions. "In the library no less."

"What can I say, I've always loved books." Willow pulled his head back down to hers. As soon as their lips connected, Willow ran her tongue against his lips, begging entry, which was instantly granted. Her tongue explored the cool recess, running over blunt teeth, caressing his tongue. When she retreated, Angel followed into her mouth, reciprocating her caresses.

Finally the reality of the situation forced itself into Willow's lust-addled brain. She pushed herself away from Angel, taking a step back. "Oh my God, Angel. We can't do this here. We're in the library, and everyone's out there. And I promised Spike to not do this when he isn't there."

Angel recaptured her mouth, to quiet her before she broke into a full-blown panic attack.

"It's okay, Willow. I do understand. I may not like Spike's little rule, but I won't do anything to get myself kicked out of your bed. I shouldn't have kissed you in the first place, but I couldn't help myself," he sheepishly admitted.

"This is going to be really hard isn't it? I mean, I see you all the time with the gang what with all the evil fighting we do together. You know that they can't know about us, right?"

"I know. It'll be hard enough for them to accept you with Spike. How's that going by the way? Buffy seemed awfully quiet."

"Well, after I said that she has no right to tell me who I can or can't date and that Spike makes me happy and I'd cut her out if she tried to press the issue she said that she isn't ready to welcome him with open arms, but wouldn't dust him, unless he hurt me, of course." Willow grinned. "I think what you said to her helped."

"I just tried to make her realize that you're a grown woman now, capable of making her own decisions. And when it comes to a woman's love life, I've learned not to get between her and the object of her affection. Especially when that's exactly where I'd prefer to be."

"Now don't start that again." Willow admonished him, then sighed. "I suppose we should probably get back out there."

"Do the others know yet?"

"No, just Buffy, and she said she'd let me tell them. I just don't know how."

"It can wait another until another night. Are you about ready to leave? I can walk you home."

"Thanks. I really should get going. I left Spike alone in my house all day. He said that he'd wait for me not far from the library if I was still here after sundown."

"Well then, let's not keep him waiting."

~Part: 4~

Spike stood in the shadows waiting for his witch to emerge from the library. He didn't completely understand why she'd rather spend her time locked away with a bunch of books, and the Slayer, when she could be at home, shagging him.

He had just finished lighting a cigarette when he heard her musical laughter. He looked up to see her nearing him, with his sire in tow. "Oh that's just bloody wonderful," he muttered to himself. He had hoped it'd be just him and his witch tonight, but it looked like that wouldn't be the case. He took a drag on his cigarette, taking a moment to calm down before stepping under the light.

With a grin firmly in place he greeted them. "Willow, there you are, I was starting to worry they had you under lock and key in there." Spike wrapped the startled redhead in his arms, planting a firm kiss on her lips. When he pulled back he turned and finally acknowledged, "Peaches."

"Spike," Angel replied, trying to keep his annoyance at Spike's possessive display under control.

"Sorry 'bout that. But I told you Buffy would probably guilt me into helping research tonight. Luckily Angel showed up and was able to get me released."

"Well, thanks for that," Spike said reluctantly. "I was getting awful lonesome for my Red." He relaxed his embrace, but kept an arm around Willow's waist. Looking at down with her, leer in place, he asked, "So where to now, luv? Home to shag?"

Willow shyly glanced at Angel, who was anxiously awaiting her answer. He knew that if she said "home" that meant he was to be excluded for another night.

"Actually, I thought we could go all go to Angel's," Willow nervously admitted.

Angel's face lit up with his grin, "That's fine by me."

Spike stuck his bottom lip out in a pout, but he had already assumed that she'd suggest going somewhere Angel could join in. He could smell them all over each other. Grumbling, he agreed, "All right."

The threesome headed off towards the Crawford Street mansion with Willow filling Spike in on what had happened with Buffy. He was very relieved to hear that he was in no immediate danger of being turned into a pile of dust.

Once inside the mansion, both vamps could feel the nervousness pouring off Willow. They exchanged a look as the girl sat on the couch, unsure of what she should do now that they were alone. As much as she wanted them, she had no idea how to get things started.

Silently Spike headed into the kitchen to get the girl something to drink as Angel began building a fire in the hearth. Spike returned, handing Willow a glass of water. She thanked him and took a sip, then set the glass on a table. Spike sat beside her, pulling her to lean against him.

Once Angel had the fire burning properly he took a seat on Willow's other side. They spent several minutes simply watching the flames. The heat from the fire calmed Willow.

She sighed with contentment when she felt Spike brushing the hair off her neck only to have his lips replace his fingers. She turned her head to allow him greater access and found her face inches from Angel's.

Angel traced a finger down her cheek and over her lips. They parted and her tongue darted out to flick at his fingertip. Angel's lips quirked into a smirk briefly before they descended to capture Willow's. She eagerly responded to his kiss. One hand rose to entangle in his hair as the other reached back to hold Spike's head in place.

Spike's hand slid under Willow's sweater, pulling her tank top from her skirt. She broke the kiss with Angel to hiss with pleasure as Spike's cool fingers grazed her belly. Spike took advantage of her free mouth to capture it with his own. Angel nibbled on Willow's earlobe for several moments before moving his way down her neck.

The next time Willow pulled back for air she found herself quickly divested of both her sweater and tank, with her bra following shortly. Moments later her breasts were being laved by cool tongues. Willow moaned at the contact, wondering why she had ever been nervous. As she felt their hands moving up her thighs she managed to find words long enough to utter, "Bedroom."

Immediately she found herself being lifted by Spike as Angel led the way to his room. Spike gently set her on the large bed and began divesting her the remainder of her clothing. As Willow's clothes were removed she watched Angel strip. When he was naked he joined her on the bed and they both watched Spike tear off his clothes and jump on the bed.

Willow giggled at Spike's enthusiasm and pulled his mouth to hers. She parted her lips, inviting his tongue into her. Her hands explored his back as his tongue explored her mouth. She didn't notice as Angel parted her thighs, squealing in surprise into Spike's mouth and digging her nails into his shoulders when she felt Angel blow on her clit.

Knowing he now had her attention, Angel went to work bringing Willow as much pleasure as possible. She was warm and wet, and Angel reveled in the taste of her. His tongue alternately lapped at and flicked her clit, occasionally nibbling with blunt teeth. Willow was writhing under his assault. She moaned loudly when Spike slid one, then two fingers into her sopping channel. She was so close - her body was taught with her impending climax, her breath was coming in shallow pants. She idly thanked the goddess that Spike's mouth was now worrying her nipple because she could barely breathe as it was. Spike abruptly switched breasts, biting Willow's nipple. Her breath caught in her throat for a moment as she went over the edge, finally screaming out her pleasure.

As Willow lay panting, Spike took in his sire's face, covered in his lover's juices. With lust-filled eyes, he leaned into Angel, licking Willow's climax from his face. Angel was initially startled. When his face was clean, Angel pulled Spike in to a brutal kiss. Their demons came out to play and reacquaint themselves with each other. Tongues were sliced as they roughly explored each other's mouths, enjoying the taste of their blood combined with Willow's release.

Reluctantly they separated when they each felt a small hand caressing their backs. They turned to Willow, allowing their human masks to slip back into place. She kissed first Spike, then Angel, each with the same amount of passion.

Willow found herself being pulled over Angel as he lay on his back. She was straddling his waist, poised above his erection. Slowly, Spike helped lower her onto Angel. His hands remained on her hips, aiding her movements. He leaned in to whisper in her ear, "You think you're ready for both of us?"

Willow stilled and tensed as she felt Spike run a finger between her butt cheeks. She turned worried eyes to look at him over her shoulder, bottom lip caught between her teeth. "Will it hurt?"

"Maybe a little at first, but the end result is nothing but pleasure," Spike reassured her in a very seductive voice, locking eyes with Angel.

"Okay," she whispered.

Angel replaced Spike's hands on Willow's hips as Spike ran his hand between their bodies, coating his fingers in her juices. Angel sat up, capturing Willow's mouth in a deeply passionate kiss to help her relax. Willow's hands tightened on Angel's shoulders as she felt Spike gently work a finger into her back passage. After the initial discomfort began to pass, she relaxed and Spike was able to add a second finger, then a third, spreading her wider.

Willow pulled out of the kiss to take a huge gulp of air when Spike removed his fingers from inside her. Once again he reached between Willow and Angel this time coating his cock with her juices. He peppered her shoulders with kisses, before whispering, "Try to relax," in her ear.

Willow nodded and tried to do as he said, pulling Angel back into a fierce kiss. His hands held her hips in place as Spike positioned himself behind Willow. She bit Angel's lip as she felt Spike push his way inside her virginal passage, her vaginal muscles clamping down on Angel. Angel hissed from both the bite and the pressure. Spike paused when he made it past the first ring of muscle before slowly working his entire length inside of Willow.

Willow sighed when she felt Spike completely embedded in her, along with Angel. Angel and Spike once again locked eyes and by an unspoken understanding they slowly pulled back at the same time. Willow's eyes went wide and she gasped at the sensation of them moving simultaneously... and then they entered her again. Her eyes closed and she moaned in pleasure. Spike was right.

Willow held her body still as her two vamps moved inside of her. She rested her hands on Angel's chest, fingers reflexively digging into the well-defined muscles. Her breathing began to speed up again as she felt her orgasm near. The sensations her vamps were creating in her were overwhelming. It didn't take long for her body to respond to all of the powerful sensations running through her and she spiraled into bliss.

Spike couldn't believe how incredibly tight and hot it was inside Willow. He knew that she'd enjoy this, almost as much as he was. Not only was he tightly ensconced inside her body, but he could feel his sire through the thin wall separating them. That extra stimulation when they rubbed against each other was amazing. The knowledge that they were BOTH bringing his witch so much pleasure felt so overwhelmingly right. It wasn't one or the other bringing her pleasure - they weren't competing for her attentions - right now, they were equals. When Willow's muscles tightened around him as she cried out her release, Spike joined her, flooding her with his cool seed.

Angel watched with fascination as Willow's face exhibited everything she was feeling. He saw her wince in pain when Spike entered her, then relax as she became accustomed to the sensation, then shine with pleasure and finally release. Alternately he watched Spike's face - his pleasure at being embedded in Willow at the same time as himself. He could easily read his childe's contentment with the situation, mirroring his sentiments that at that moment in time, they were equals in pleasuring the redhead between them. He gritted his teeth when Willow clenched around him in orgasm, then felt Spike's release through the thin wall that separated them. He finally lost control as well, joining his lovers in oblivion.

Willow moaned as Spike pulled out of her then eased her off of Angel. They collapsed on the bed next to him with Willow in the middle of a vampire sandwich.

She managed to turn her head towards Spike and bring a hand up to rest on his cheek. "You were right," she breathlessly told him. "That was amazing."

"Knew you'd like it, pet."

After several silent minutes Willow groaned. Instantly both vamps were leaning over her wearing concerned expressions, both asking what was wrong.

"Don't wanna go," she whined.

Angel sighed. "You don't have to go anywhere, little one."

"Yes, I do." She struggled to a semi-sitting position, resting on her elbows. "Gotta go home. I've got school tomorrow. My clothes are there."

Spike eased Willow back down on the bed. "Don't worry, luv. I'll go and get you some clothes and be back before dawn. Get some rest or you'll never wake up tomorrow."

She tried sitting up again, but was pressed back down by two sets of hands. She tried to protest, "But..."

"But nothing," Spike interrupted. "You're nearly asleep as it is. The great Poof here will set the alarm so that you can have a nice long bath in the mornin' and still make it to school in plenty of time."

Too tired to argue further, Willow relaxed back against Angel. "M'kay. Have a safe trip. Keys are in my bag."

Spike chuckled as Willow drifted off.

Angel reached across her and pulled Spike into a quick kiss. "Hurry back, boy."

With a glint in his eyes, Spike eagerly replied, "Yes, sire." He hopped off the bed and dressed quickly. He brushed his lips across Willow's forehead before heading off to grab a few sets of clothing from her house.

~Part: 5~

Xander found Willow in the lounge before classes the next morning. She was deeply engrossed in the textbook in front of her, trying to get caught up from not doing extra studying the night before, like she normally would have done.

The brunette dropped down on the couch next to the redhead, startling the girl. She looked up and breathed a sigh of relief when she saw who had startled her.

"Don't do that Xan!" she admonished him.

"Sorry," he sheepishly apologized. "Had to get your attention somehow."

"Sorry, I've been kinda out of it lately."

"Yeah, I noticed." Xander picked at a loose thread on the cushion. Finally he blurted out, "Are you avoiding me?"

"What? No, of course not. Why would you think that?" Willow knew she hadn't been spending much time with Xander lately, what with the fluking so recently, but she didn't think it was that bad – just giving them some space.

"It's just… well, you and Buffy have been all secretive lately and I'm feeling out of the loop. And you're never home when I call. I even swung by your house this morning to see if you wanted to walk over together, but you weren't there," he glumly told her.

Willow mentally kicked herself. She knew it was a bad idea for her to stay over at Angel's last night with him and Spike. She willed herself not to blush as to why she was too tuckered out to leave.

"Yeah, I, uh, wanted to get to school early today. I'm sorry I missed you, but you found me now," Willow said with a hopeful look on her face, praying he wouldn't guess she hadn't slept at home.

"You and school. I'll never get why you like it here so much. Now me, I wait as long as possible to get here, unless you walk with me, of course."

"Well, this is where the books live, and the learning happens, and there are people here…" Willow drifted off.

Picking up on that last admission, Xander asked, "So when are the 'rents due back in town?"

"Day after tomorrow. You'd think I'd be used to it by now," Willow sighed. It was a sigh of mixed emotions – she was glad that her parents would be back, yet they never really paid attention to her when they were there. She also dreaded having to tell Spike no more sleepovers while her parents were in town.

"There's something else you're not telling me," Xander accused. Willow stared at him with wide eyes, ready to make some kind of explanation, but he continued. "Look, I know we're not as close as we used to be, before the fluke. And I get it, really, I do. But it feels like you're hiding something important, and we've never done that before."

Willow raised an eyebrow, simply pointing out, "Cordelia ring any bells?"

"And we all saw how that turned out." Xander joked. He immediately sobered at what she was inadvertently implying. "Ohmygod! You're dating someone."

"No I'm not," she quickly lied, not meeting his eyes.

"You are," he insisted. "Willow's got a boy-friend. Willow's got a boy-friend," he teased in a sing-song voice loud enough to cause a few heads to turn their way.

Willow clamped a hand over his mouth. "Xander, stop that. Okay, I admit it. I'm dating someone. Now be quiet."

Xander immediately calmed down, a mixture of triumph and disappointment crossing his face. "So who is it? And why didn't you want me to know? You told Buffy," he pouted.

"Not exactly. Buffy kinda found out the hard way – she walked in on us while we were…" she trailed off, blushing furiously.

Xander's eyes grew so wide Willow thought they might pop out of his head, and this being the Hellmouth, that could happen quite literally. "You don't mean… You can't possibly mean… But you're a…"

"Not anymore," she shyly admitted, wondering if her face could get any redder.

"Who is he?" Xander coldly demanded. A million thoughts were running through his head. He knew she wasn't back with Oz, and it certainly wasn't him. He couldn't remember seeing any guys hanging around Willow lately except… "Is it Percy?"

"Of course not," she laughed. "Why would you think it was him?"

"Well, he's the only new guy in your life that I could think of. Then who is it? Are you ashamed to tell me?"

"No, I'm not ashamed. I just don't think you'll react well when I tell you who it is. That's the only reason that I haven't told you yet."

"I'm on the edge of my seat here, Will. Spill it."

Willow took a deep, calming breath, then another. She looked directly in Xander's eyes as she quietly said, "It's Spike."

"What's spiked?" Xander obliviously asked. Then his brain caught up to his mouth and he started shaking his head. "No, no, no, no, no. NO! Don't tell me that you are dating, no sleeping with, that sadistic drunken vampire."

"Xander, calm down," Willow pleaded. This was going just about how she'd expected.

"Calm down!" he yelled, then noticing that all eyes were now on them, he at least quieted. "How can you ask me to be calm after dropping a bombshell like that?"

"Well, at least now you know why you didn't know yet," Willow nervously joked.

"How did this happen," he dejectedly asked, resting his head in his hands.

"I'm not really sure." At Xander's incredulous look she continued. "Okay. It started about a week ago. Remember the night we met that vampire version of me?" Xander nodded. "Well, I was on my way to the library when Spike's car pulled up next to me. I was still feeling all rebellious so when he kissed me I let him."

"But he's a vampire," Xander pointed out. "He spent most of last year trying to kill all of us."

"I know, but he did eventually help Buffy to stop Angelus from activating Acathala."

"But that was only to get Drusilla back."

"As you very well know, Drusilla left him."

"Yeah, I have the scar to prove that. For god's sake, he kidnapped us so that you'd do that love spell to get her back."

"I guess that brings us back to how this all started. Spike told me that night, last week, that I really made an impression on him that night. He decided that he didn't really want Dru anymore… that he wanted me." Willow paused, waiting for Xander's reaction.

A small grin graced Xander's face, remembering that night in the factory – that perfect moment before they were rescued. "Well who could blame him? At least he's got good taste. So what happened? He told you you're the woman of his dreams and you fell into bed together?"

"Of course not! What do you take me for? And no, he didn't rape me. All we did that night was kiss and stuff. Although he did get a little surprise." Willow's eyes lit up mischievously.

"I know that look. What did you do?" Xander asked, half afraid of the answer.

"Can you keep a secret? I haven't even told Buffy this yet." Xander nodded his head eagerly, especially if it meant he got to be the first to know something. Willow looked around to make sure no one was watching them, then leaned back and lifted the hem of her top, showing off her bellybutton ring. She quickly lowered her top and looked back to Xander's face.

Once he recovered his voice, Xander leered, "Wills, you vixen you. When did you get that?"

"Last week, before I saw Spike. I told you I was feeling rebellious." She shrugged.

"So when did you two become l… become l… start sleeping together?"

"Are you sure you want to hear about this?"

"Not really, but I gotta know."

Willow blew out her cheeks. "Okay. It was a couple of days after that first night. And before you say anything, yes I know that's fast. It felt right. It's just… he makes me feel… special."

"And I didn't?" Xander asked.

"You see, this is why I didn't want to get into this with you."

"You're avoiding the question," he pointed out.

"I know. Are you really sure you want to hear this?" Xander soberly nodded. "No, you didn't make me feel like he does. Don't get me wrong, even though I was wracked with guilt, I really enjoyed what we did together. But now that I think about it, a big part of that probably had to do with the fact that I'd wanted to kiss you for like, ever. And then you suddenly wanted me too, but we were both with other people and it was all secretive…"

"Okay, I get the picture," Xander cut her off. He knew she'd just babble in circles if she was left alone to continue. "So I was your guilty pleasure, and Spike makes you feel special."

"Yes. I don't even really know how to describe it. I mean, I know that he's an evil soulless demon who could kill me in a heartbeat. And yes, that's really exciting. You know, before that first night, I never really thought of myself as being into dangerous guys. But just look at my track record: demon robot, werewolf, best friend who was dating someone else, and now vampire."

"And you're not afraid that he might get carried away and kill you?"

"I'm really not. I trust him Xander. Even though he's all those things, he is really sweet with me. And if you ever tell him I said that, he'll flip. But that doesn't make it less true. He didn't do anything to pressure me into anything. He said that when I said to stop he would, and did, and wasn't upset about it."

"So how did Buffy find out?"

"Well, um, like I said," Willow started blushing again. "She kinda walked in on us. She was out on patrol and I think she heard me calling out Spike's name." Willow couldn't look at Xander as she spoke, so she missed his impression of a fish out of water. "She burst through the door thinking he was hurting someone. You should have seen the look of mortification on her face when she realized that we weren’t just kissing against the wall," Willow giggled, finally looking at Xander. "Actually, it looked something like that."

Xander open and closed his mouth several times before swallowing hard. "You were… wall… not kissing. Willow!" Xander was overwhelmed by the images running through his head, his hands immediately pulling his book bag to cover his lap.

"Hey, you said you wanted to know." Noticing his blanched expression, she asked, "Are you okay? You're looking a little peeked."

He swallowed a couple of times. "Yeah, I'll be fine. It's just… I never would have expected… a wall?"

Willow giggled, "Don't worry, that wasn't the first time." She was now getting a twisted satisfaction out of making Xander squirm.

"Stop enjoying this," he complained.

"I'm sorry, but you did ask for it."

"I know, I know. So how did Buffy take it?"

"About the same as you, except she had the visual."

"And Spike's not a pile of dust?"

"No, he's not. I explained to her that Spike didn't force himself on me and that he makes me happy. And Spike pointed out that she's one to talk because she and Angel were together."

"I'm not thinking that was the winning argument."

"It wasn't, but it gave her something to think about."

"And she's okay with this now?"

"Kinda, but she had several days to process it. She said that as long as Spike doesn't hurt me she won't dust him."

"How'd you manage that?"

"I think what Angel said to her helped."

"Hold up a minute. Angel knew before me?"

Willow winced. "Uh, yeah. You see, Buffy went straight from Spike's crypt to Angel's. She told him about what she saw and sent him over to try and talk some sense into me."

"That obviously didn't work. Were you at least clothed by the time he got there?"

"Sorta, I was covered by a sheet." Xander's jaw dropped, again. Willow wasn't sure of the best way to continue, since Angel didn't actually do or say anything to try to change her mind about Spike. "He said that Buffy told him about what she saw and he just wanted to make sure that I was doing this willingly. Angel knows better than anyone else that Spike has a tender side and that if he really cares about me, which he does, that he wouldn't do anything to hurt me. And he told that to Buffy."

Xander leaned his head against the back of the couch and closed his eyes. His Willow was no longer HIS Willow. She had willingly given herself to someone else, and not just anyone, but Spike. 'Well,' he told himself, 'at least it wasn't Angel.'

"So am I the last to know?" he asked, raising his head.

"Well, Giles doesn't know yet."

"Can I be there when you tell him," Xander asked, a devious glint in his eye.

"I know that look Mr. Harris. What are you planning?"

Xander rubbed his hands together in a way completely in conflict with his falsely-innocent answer. "What? Me planning something? It's just… can't you just imagine his face? And the stuttering and glasses polishing that's going to occur?"

"Yes, I can. And the lecture that will follow." Willow sighed. "Promise me you won't say anything until I'm ready."

Xander paused, letting Willow fret for a minute. "Okay, I promise. Just make sure I'm there when he finds out."

"Deal. So how are you dealing with all this?"

"I'll deal. There's nothing I can say to convince you to not see him is there?"

"Nope," Willow shook her head.

"And he really makes you happy?" Xander pressed.

"More than," Willow blushed.

"Okay. How about this… I'll take the same stance as Buffy for now. I won't stake him unless he hurts you."

"Thank you," Willow squealed, hugging him. "I know this will take some getting used to. I'm not even used to it myself yet. But I really do enjoy being with him."

"I can see that. I've got a lot of stuff to process. And I just know that I am going to be having some very interesting dreams for a while, thanks to you."

Xander's teasing was interrupted by a throat being cleared behind them. The friends looked up to see Snyder looking down on them. "Ms. Rosenberg, Mr. Harris. I believe the first bell rang several minutes ago. Don't you have classes to get to?"

"Yes, sir, Mr. Snyder, sir," Xander saluted.

Willow stood, pulling Xander to his feet. "We were just on our way now," she informed the principal. They hurried off down the hall, away from his disapproving eyes.

"Thanks Xander," Willow whispered as they neared the classroom.

"For what?" he asked.

"For still being my friend."

"Always, Willow. Always." He hugged her briefly and ran off to his first class.

~Part: 6~

Giles wrangled Willow into doing research again, not yet knowing that she had a new vampire boyfriend, or two, to go see. Xander and Buffy sent sympathetic looks her way when Giles wasn't watching, knowing that she'd rather not be sitting in the library with them, Xander being a bit more sympathetic than Buffy, who still had issues with Willow dating a vampire.

Willow became even more agitated as the sun set. Her eyes darted constantly from the computer screen to the clock on the wall, to the window, the library doors, a brief sweep past Giles' office, and finally back to the computer.

After the fifth circle around the room Xander leaned across the table to quietly say, "Geez, Will. If you looked any shiftier I'd say you were hiding something."

Chagrinned at being caught, Willow sighed. "But I am hiding something, at least from Giles."

"Look," Buffy griped. "If it's really that important for you to be with him, then why don't you just go?"

"But what about..." Willow nodded towards Giles' office.

"We'll cover for you," Xander offered.

"We will?" Buffy asked him.

"Yes. Willow is our friend and she deserves some time to be with her boyfriend." Xander said slowly, as if to a child.

"Willow, you have a boyfriend?" Giles asked, startling the teenagers.

"Eep," the redhead exclaimed before turning in her chair to face the watcher. "Um, ah, yes. I have a boyfriend."

"Well, that's wonderful news." Giles noticed the hesitant faces before him. "Isn't it?"

"Of course it's good news," Xander spoke up.

"Then why do you all look like you've been caught with your hands in the cookie jar?"

"Willow just didn't want you to know because..." Buffy started but was cut off by Willow.

"I was afraid you wouldn't let me out of research to spend time with him. I know there's a lot of work to be done to find out what the mayor's up to and I've been kinda distracted what with the whole new relationship and all."

"Believe it or not, I do remember what it is like to be embarking in a new relationship. If you would like a night off to spend with your beau, then all you have to do is ask."

"Really?" Willow beamed, not entirely certain she believed what she heard. Then again, Giles didn't know who her "beau" was.

"Of course, Willow." Giles patted her shoulder reassuringly.

"Thank you." Willow stood and pulled the older man into a brief hug.

Giles hesitantly returned her embrace, the subtly pushed her away. "Yes, well, um, now, off you go."

Willow began packing up her bag at record speed. Just as she exited the library doors to go in search of Spike she ran into Angel.

"Ah, Willow. I'm glad I caught you."

"A-Angel." Willow stuttered. "I was just on my way out. Giles said I could have the night off to spend with my new 'boyfriend'."

"Really?" he raised a questioning eyebrow.

"Uh huh. So um, what did you want?"

"I was hoping to get your help with something. I promise it won't take long. You'll be with your 'boyfriend' before you know it."

"But..."

Angel leaned in closer to her so that she could see the promise in his eyes. "Trust me." Willow sighed resignedly as Angel headed into the library. Willow turned as well, following him, dragging her feet.

"Angel," Giles addressed the vampire. "What brings you here?"

"I needed to speak briefly with Willow," he nodded towards the girl behind him.

"Again?" Buffy grumbled.

"Yes, again," he pointedly answered. "Willow has agreed to help me research a personal project."

"But does she have to do it tonight?" Xander asked, knowing Angel knew about Willow and Spike. "Giles gave her the night off to spend with her... boyfriend."

"I know, Xander. I was able to catch Willow in the hallway and she agreed to help for just a little while."

"Really?" Xander asked his friend. Willow shrugged in response.

"Let's get this over with." Willow insisted. "So what do you need Angel?"

"I believe I saw the text we need in the back stacks when we were there yesterday," Angel told her, catching her eye, and hoping she'd catch his meaning.

"Oh," she perked up, "THAT text in the back stacks. Well, why don't we go back there and see if we can find it again."

"If I'm correct," Angel paused, continuing to hold the redhead's eyes, "there is another, lighter, volume back there as well."

"Really?" Willow was practically bouncing at Angel's double entendre.

"Really. Why don't you go ahead and start looking for that volume, and I'll be along shortly," Angel winked.

Without a word, Willow dropped her backpack and ran for the stacks, drawing every eye in the room with her.

"What just happened?" Xander asked the room in general.

"I'm not certain," Giles answered, just as lost.

"Well, it is Willow," Buffy explained, wondering why the guys seemed so lost. "She who loves books and research."

Angel inwardly sighed at his ex's obliviousness. The last thing he wanted was for the others to go investigating in the stacks. But just in case...

"Buffy, isn't it about time for you to patrol?" he asked the blonde.

"Just about," she confirmed. "Wanna come?"

"I should probably stay and help Willow with those texts. She is doing this favor for me after all. Maybe Xander could go with you."

Xander's eyes lit up with the possibility of going on patrol with Buffy, alone. "Okay," he readily answered, just as Angel expected.

Buffy rolled her eyes. "Fine. You coming Giles?"

"Oh, I suppose that I could... I had planned on continuing the research..." Giles noticed the pleading look in Buffy's eyes. She did NOT want to be alone with Xander because she knew that he'd want to talk about Willow and Spike. Giles relented. "All right."

Buffy stood and began sorting through the weapons cabinet, choosing a crossbow for herself along with several stakes and crosses for the guys. She handed them out with a, "Let's get this show on the road."

Angel smiled at their retreating backs, then turned and headed for the stacks.

~~*~~*~~*~~*~~*~~ Willow was virtually running towards the back of the stacks. She prayed that she had read Angel correctly.

"Spike," she called out softly, slowing down as she neared the end of the room. "Spike?"

Arms closed around her from behind. Willow instinctually tensed, then relaxed as she heard, "Yes, pet," whispered in her ear.

"Mmm, Spike," Willow turned in his arms, smiling up at the blond vampire. "What're you doing here?"

"Not happy to see me?" he teased, knowing full well that she was.

"Nope," Willow smiled. "I'm ecstatic."

"That's better." Spike leaned down and lightly brushed his lips against hers, long enough to tease, but not to satisfy. "I thought I'd see just what was so exciting about this place to keep you here all hours of the day and night," he murmured against her lips.

"Less talking, more smooching," Willow responded, pressing her lips and body against Spike's.

This is how Angel found them, many minutes later. Tightly pressed against each other, hands wrapped in each other's hair, tongues taking turns exploring the other's mouth. He took a moment to watch them, scenting their joint arousal, and shortly his own as well.

"Mind if I join in," he asked, then dipped his head to begin nibbling on Willow's neck. She moaned into Spike's mouth.

"Sod off, we're busy," Spike mumbled when he paused to allow Willow a chance to breathe.

"Leave him alone, Spike," Willow insisted, briefly turning her head to capture Angel's lips. Spike growled low in his throat at the display. He mumbled quietly, "Sodding Angel, buggering up a nice snog."

"Oh be quiet boy," Angel snarled, pulling away from Willow and pulling a surprised Spike into a kiss.

Willow watched as the vamps kissed, becoming further aroused watching the display. She ran her hands over their bodies. Stepping behind Spike she eased his duster off his shoulders and down his arms. She continued circling the vamps and removed Angel's coat as well.

She stepped between her vamps, subtly forcing them apart, and drawing their attention back to her. Facing Spike she asked Angel, "Is everyone still out there?" as she began pulling Spike's t-shirt out of his jeans.

Willow could hear his smile as Angel said, "No, they all went on patrol." His hands mimicked Willow's, and began pulling her top out of her skirt.

"Good," she said and yanked Spike's shirt up and over his head.

"Yeah," Spike agreed as Willow's lips and teeth began exploring his chest. "What she said."

Angel chuckled as he managed to work Willow's top over her head, then made quick work of removing her bra. He went to his knees and maneuvered his way between Willow and Spike so that he could take a breast into his mouth.

Willow moaned against Spike's chest, the vibrations making a path strait down his spine to his groin. He pulled her away from his chest, taking her mouth in a fierce kiss. His tongue instantly forced it's way into her mouth, trying to relay how desperately he wanted her through his actions. Willow responded to Spike's desperation, pressing herself closer to him, trapping Angel between their bodies.

Willow broke away laughing. When his head became trapped between Willow and Spike's hard-pressed bodies Angel began tickling Willow's belly. She stumbled from laughing so hard as she realized that that had been Angel's head caught between her and Spike, and she fell to the ground, clutching her sides.

Spike admired the way her breasts jiggled as she rolled around laughing, eyes alight with merriment. "It's not that funny, luv," he told her, kneeling down next to Angel.

Willow took several gulping breaths to calm down. Then she was able to apologize, "I'm sorry, Angel. I guess I kinda forgot you were there."

"Well don't I feel special," he said sarcastically, but with a smile. "Just be happy that I don't need to breathe."

Willow rolled to her hands and knees, crawling towards the vamps. "Oh, I'm sure we can find a way to make it up to you." Willow caught Spike's eyes and after a moment's hesitation, he discretely nodded. He moved to kneel behind his sire as Willow reached his front.

Spike's hands reached around Angel and began to unbutton his shirt as Willow knelt up and began to kiss him. Her hands trailed down his chest, roaming over the flesh Spike was revealing. As Spike pulled the shirttails out of Angel's pants, Willow's nimble fingers skipped down and began to unbuckle his belt. Spike's hands, finished with removing Angel's shirt, slipped back around Angel and moved further back around Willow as well. He blindly sought out the zipper on Willow's skirt and eased it open. He then pulled down her tights and panties as far as they would go before running into her knees.

By now Willow had Angel's pants open and around his knees, along with his boxers. Her hand was lightly stroking his erection as their mouths remained locked. Angel's hands hadn't remained idle as his partners undressed him and each other. One hand traced patterns along Willow's back as the other gently played with her bellybutton ring.

Spike moved from behind Angel and eased Willow down onto her back. She allowed the movement, pulling Angel down with her. He lay on his side and Spike proceeded to finish removing their clothing before shucking his jeans. Once everyone was properly naked, he lay next to Willow on her other side.

He gently pried her away from Angel's mouth and rolled her to face him. "Forget about me?" he asked.

"Never," Willow breathed, meeting his hungry mouth.

Angel chuckled lightly, lowering his mouth to Willow's breast. He laved her pebbled nipple with his tongue then sucked it into his mouth. The suction seemed to pull Willow's entire upper body off the ground, arching into his mouth. She released Spike's mouth to fully moan her pleasure.

Realizing what his sire was doing to cause his witch so much pleasure, Spike decided to join him, capturing her other breast in his mouth, instantly sucking hard on her nipple.

His actions were rewarded when he heard Willow utter, "Ungh, Spike," in a raspy voice and her back arched even further. In fact, her entire body was undulating beneath the vampires' ministrations.

Spike's hand snaked its way down her body and between her legs. Willow instantly spread them, encouraging his actions. He dipped one finger into her wetness, groaning at the amount of moisture he found there. He raised his body, easing himself over Willow and not-so-gently nudging Angel out of the way.

Willow opened her eyes and was about to protest the complete lack of lips on her breasts when she realized that Spike was positioned above her, his erection teasing her entrance. Green eyes locked on brilliant blue ones, each mirroring the desire in the other's.

"Please," Willow begged, not sure how much longer she could take his teasing.

"All you have to do is ask," Spike smirked, pressing into her slick passage.

"Please," Willow sighed.

"Don't I get any relief," Angel whispered in Willow's ear.

She turned lust-glazed eyes to him and nodded her head, too far gone to use words. Angel took Willow's mouth in a kiss as her hand found his erection and began to lightly stoke him. As the kiss grew more passionate her hand strokes became firmer and faster. Angel thrust his hips into her hand as Willow raised her hips to meet Spike's thrusts.

Willow pulled out of the kiss and gently tugged on Angel's erection. He took the hint and moved to kneel next to her head. Willow raised herself onto her elbows and took a moment to admire Angel's arousal. Her tongue poked out of her mouth and flicked across the tip, catching the drop of moisture that seemed to call to her. She locked eyes with Angel as she savored the taste of him before engulfing his entire length in her hot mouth.

"Good God, Willow," he moaned, twisting his hands into her hair, holding her close.

Not one to be outdone, Spike altered his movements from short, hard thrusts to slow, deep ones. Willow moaned around Angel as Spike entered her more fully. Each time he bumped against her cervix Willow felt as if her climax was being nudged closer to the edge. Then Spike changed his angle ever-so-slightly, rubbing against her clit with each movement. She began mewling around Angel. She raised one hand and began massaging his balls. The combination of her hot wet mouth, the vibrations from her mewling, and her hand quickly sent Angel over the edge. His balls tightened and he roared out his climax.

Willow licked her lips as she cleaned off all evidence of Angel's release. Angel collapsed next to the couple still coupling and gently stroked Willow's hair as she lay back down to fully appreciate what Spike was doing. Spike leaned down and recaptured Willow's mouth, tasting Angel on her tongue. He sped up his movements again as he felt his own climax approaching. Willow grabbed Angel's free hand and placed it on her belly, over her navel ring. Angel took the hint and lightly flicked and tugged on the little piece of metal. Willow moaned into Spike's mouth, her eyes widening as she was pushed into sensory overload. She gasped Spike's name as she clung to him riding out the waves of pleasure.

Her spasming walls pulled Spike along for the ride and he joined his witch in bliss. He morphed and sank his fangs into her neck, pulling her hot, delectable blood into his mouth as he filled her body with his cool seed.

After a minute, when he had the energy, Spike pulled out of Willow to lay beside her. He caught Angel's questioning glance and wearily nodded his permission to the unasked question. Angel nodded his thanks as he lowered his head to lap at the still-lightly bleeding puncture marks on Willow's neck.

Willow and Angel both sighed in pleasure - her for the rough cool tongue laving her wound - him for the incredible first taste of her blood.

"You know," Spike said, breaking the comfortable silence. "This place isn't as bad as I thought it would be."

Willow and Angel both started laughing with Spike soon joining in the merriment. They all fell silent at the startled gasp of "Willow?" coming from nearby.

Willow immediately froze. She closed her eyes praying it wasn't who she thought it was. She held her breath as she turned and met the face belonging to the voice.

"Um, hi Giles. Back already?"

~Part: 7~

Giles entered the library after a quick patrol with Buffy and Xander. When they realized that it was going to be a slow night he sent the children off to the Bronze so that he could return to the sanctuary of his library.

Immediately upon entering, he noticed that Willow's backpack was still lying in the middle of the floor where she had dropped it earlier. 'How odd,' he thought, picking it up and placing it on the reading table.

The backpack's presence could only mean that Willow and Angel were still here, somewhere in the back stacks. Deciding to inform them of his presence, he headed towards the other room. As he neared the end of the room he heard laughter, male and female... and another male. His curiosity peeked, Giles turned the corner and stopped dead in his tracks.

Before him he saw Willow, a very naked Willow, between an equally naked Angel and Spike. This couldn't be his sweet, shy, innocent Willow - with a fresh bite mark on her neck. Before he could stop himself he gasped, "Willow?"

He saw her tense, then roll over to nervously look at him. "Um, hi Giles. Back already?"

Giles opened and closed his mouth a few times, staring at her with wide eyes. Finally he managed to stammer, "Um, yes, just," as his face reddened. "Willow, wh-what is exactly is going on h-here?"

"What's it look like?" Spike sneered, finally drawing the watcher's eyes away from the redhead.

Not wanting to get into an argument while she was lying on the library floor, naked, Willow quickly said, "Look Giles. I know you have questions. Just let us get dressed first and then we'll meet you out in the main room. Okay?"

"Ah yes, of course, please do get dressed. I'll just..." He turned on his heel and virtually ran back to the main room.

"Well, this is embarrassing," Angel stated.

"Tell me about it. Giles just saw me naked!" Willow squeaked.

"And he enjoyed every minute of it," Spike leered, raking his eyes over Willow's body as she began to dress.

"He did not," she blanched.

"I'm gonna have to agree with Spike on this one," Angel said, pulling on his own clothes. At Willow's horrified, disbelieving look, he explained. "He's a man Willow. And you have an amazing body."

"No, no." Willow shook her head. "He was just shocked at seeing me naked with you guys."

"Right," Spike drawled, finally pulling on his clothes. "That's why his hands remained in front of his zipper the entire time he was ogling you."

"Can we please change the subject now?" Willow pleaded. "It's bad enough that I have to go out there and face him now. I don't need to worry about him checking me out too."

At the desperate look on her face, Spike relented. With an exaggerated sigh he said, "Oh fine. I'd rather not have him thinking about you naked either. I'm the only one allowed to do that." At Angel's cough he added, "And Peaches."

"Are you ready to go face the music," Angel asked when they were all fully clothed.

Willow took a deep breath and looked around for any excuse to not go out to see Giles. "Not really, but let's get this over with. I just need to do one thing first."

"What's that luv?" Spike asked.

Willow answered by pulling Angel into a quick kiss. She then turned to Spike and pulled him in for a kiss as well. Not one to be outdone by Angel, Spike refused to release Willow when she started to pull back. Instead, he kissed her even harder, forcing his tongue into her mouth. They finally pulled apart at Angel's not-so-subtle throat clearing. They turned their heads to look at him, or in Spike's case, glare.

"We probably shouldn't keep Giles waiting," Angel pointed out.

Willow nodded her head and allowed Angel to take her hand and lead her back out to the main room of the library. Willow pulled Spike along with her other hand, knowing that as much as she was dreading this confrontation, he was the one with a stake waiting for him.

Giles was sitting at the reading table, now clear of everything except two stakes pointed at the outside two chairs of the three across from him.

"Please take a seat," he calmly requested in a tone that brooked no argument. Silently the trio took their seats, all nervously eyeing the stakes on the table.

Looking straight into Willow's eyes, Giles said, "Give me one good reason for me not to stake these two."

"Because I'm asking you not to." Knowing that this wasn't the answer he was looking for, Willow hastened to continue, "I'm asking you to trust me to know what I'm doing. I care about them, BOTH of them." She squeezed their hands.

Giles removed his glasses and pinched the bridge of his nose as he asked, "How in God's name did this happen?" He replaced his glasses and returned to watching Willow's face. "Do the others know about this? And why Spike of all people?"

"Hey," Spike exclaimed. "What now, Angel's the only vamp anyone's allowed to shag around here?"

"Angel has a soul," Giles spat out. His eyes widened as he turned to Angel. "You do still have your soul?"

"Yes, I do," Angel smiled. "When Willow gave me back my soul she accidentally made it permanent."

"Well, that's a relief. Does Buffy know this?"

Angel hung his head, admitting, "No she doesn't. I knew it was over with her when I returned from Hell and I didn't see any reason to give her hope."

"And she doesn't know about me and Angel," Willow added. "But she does know about Spike. So does Xander."

"And he's not dust?" Giles asked, surprised.

"Nope," Spike smugly grinned. "I'm a little surprised myself, especially with the way Slutty found out, what with her walking in on us and everything."

"Spike," Willow elbowed him, her face turning as red as her hair.

"What?" he asked looking at her, loving how easily she got embarrassed. "It's true. And it's not like he doesn't know what we've been doing, considering the state of undress he found us in."

"Did Xander walk in on you too?" Giles nervously asked.

"Gosh no," Willow said. "No, I told him about Spike this morning after..." She abruptly closed her mouth, shaking her head, not wanting to tell Giles that she had spent the night at Angel's last night.

"Willow, do you have any idea of the dangers of getting involved with a vampire, let alone two?"

Unconsciously she raised her hand to the bite Spike had left on her neck just a short while ago. "Um, yeah. But Spike's the only one allowed to bite me." Willow darted her eyes to look at the blond vampire. "In all honesty, I don't mind the biting," she admitted, refusing to look at Giles.

"I coulda told ya that, pet," Spike whispered in her ear before running his tongue over the healing puncture marks. Willow shivered in response.

"Do you mind?" Giles scoffed.

"Not t'all." Spike continued nuzzling Willow's neck.

Angel reached around Willow and slapped the back of Spike's head, growling, "Not now Spike."

Spike growled in response but sat back mumbling under his breath about poofy sires ruining his fun.

Willow smiled at Giles. "Don't worry, they're always like this."

"And it doesn't bother you?"

"Not really. I'm the reason that Angel didn't dust Spike the moment Buffy told him about us."

"And what? You just invited him in bed with you?"

"Watch your tone Watcher," Spike warned.

"It's okay, Spike. I can handle this." Willow rested her hand on his arm. She looked Giles square in the eyes, "Giles, how I got together with these guys isn't important. What is important is that they make me happy. I'll admit that I was a little scared when Spike first approached me." Spike puffed out his chest and grinned with pride. "But he was very persistent and tender with me and he made me feel things I've never felt before. When Angel told me he wanted me too I was surprised. He said that he wouldn't try to steal me away from Spike so long as he could join us from time to time." Willow paused to make sure Giles hadn't fainted from everything she was saying. She was relieved to see he was only a little pale and furiously polishing his glasses. "I know you're concerned for my safety, but I know that Spike won't hurt me, Angel either. And most importantly, they make me happy."

Willow sat back with her resolve face in place, receiving a squeeze from both of her vamps' hands on her thighs.

Giles took a moment to process everything Willow told him. He had always considered Willow to be the smartest of his young charges. She always thought things through and looked at everything from all possible angles. But could he condone a relationship with TWO vampires?

He had watched Buffy's roller coaster of a relationship with Angel. Although a lot of that had to do with the fact that Buffy was the Slayer and Angel was a vampire. Then there were the problems they had after the curse was removed. However, he didn't foresee Willow having those problems with Angel. For one thing, his soul was now permanent. And secondly, Willow was not the slayer.

However, Angel, or rather Angelus, had brutally murdered his dear sweet Jenny and then gleefully tortured him for hours. Consciously he knew that Angel was not Angelus, yet it was still sometimes difficult to separate the two. Then again, if Angel is correct, and Willow had made his soul permanent, removing the threat of Angelus' possible return, could he truly deny the girl's happiness because of his problems with the vampire?

And then there was Spike... Spike who had tried to kill them all for the better part of last year. Spike who had spent the last century in love with Drucilla. Spike who had helped Buffy try to stop Angelus from awakening Acathala. Spike who was looking at Willow with such love and lust...

He knew she was waiting for a response from him. He just wasn't certain that he would be able to give her the response she was looking for. Knowing the redheaded witch as well as he thought he did, he knew that she would do what she pleased, regardless of what he said. Although apparently he didn't know her quite as well as he thought. He never would have imagined that the shy, quiet girl would willingly enter a sexual relationship with a soulless vampire. Then again, she did remain with Oz after she found out he was a werewolf.

And he couldn't fault either of these demons for falling for the redhead. Admittedly, to himself at least, he had fallen under her charms ages ago. She reminded him so much of himself - quiet with a thirst for knowledge, but with an underlying braveness and rebelliousness. Even now, she was able to control these two master vampires with just a look.

Slowly Giles said, "I won't say that I'm pleased to hear about your new. relationship." He saw Willow begin to interrupt and held up a hand to stave her off. "However, I have always found you to be an intelligent girl, young woman, capable of making her own decisions. I know that there is nothing that I could say, or do, to convince you that this may be a mistake, as you have obviously made up your mind about this. Therefore, I will wish you luck and continued happiness."

The grin that split Willow's face lit up the room. Angel and Spike released an unnecessary breath, both knowing how much Willow looked up to the librarian and sought his approval.

"Really?" Willow asked through a tooth-filled grin.

At Giles' nod Willow jumped out of her chair and ran around the table to hug the older man, mumbling "Thank you" into his chest. Giles awkwardly patted her shoulders while reveling in the chance to hold her in his arms, however briefly. Seeing the look of contentment on the man's face, both vamps began to quietly growl. "Stop it," Willow scolded them before placing a small kiss on Giles' cheek and returning to her seat where she immediately found Angel's arm around her shoulders and Spike's around her waist.

"Of course, should either of them harm you in any way." A distinctly Ripperish gleam entered his eyes as he left the threat hanging.

"Yeah, yeah," Spike responded in a bored tone. "We'll be staked so fast our dust won't have time to settle."

"What makes you think it'd be quick?" Giles countered.

Spike looked at the man before him with a suddenly new-found respect at the promise of torture and pain should he harm Willow.

"Don't worry Giles," Angel reassured him. "The last thing either of us would ever want to do is hurt Willow - either emotionally or physically." Giles nodded in understanding.

"Um, Giles," Willow tentatively asked. "Please don't say anything about Angel to the others. It was hard enough getting them to be okay with me dating Spike. I don't think either of them could handle the Angel-y parts. Besides, technically I am Spike's. girlfriend, so you wouldn't be lying."

"I think I could do that," Giles agreed. He knew only too well how Buffy and Xander would react to Willow's involvement with Angel. "But if I were you, I'd tell them about Angel sooner rather than later. Especially since you seem to have a proclivity for getting caught in illicit situations." He knew that she understood him when her cheeks began to redden and she fidgeted in her seat.

"Well, if that's it then." Spike stood and prepared to leave, helping Willow to stand as well.

"Yeah, we'd better get home. Thanks again Giles." Willow grabbed her backpack, allowing Spike to steer her towards the door.

"You're welcome, my dear." Giles waited until they were almost out the door before adding, "Willow, one more thing." She stopped and turned to face him. "No more shagging in the library."

Willow's face turned a bright shade of red. "Okay," she quietly agreed and made a hasty retreat with her two vamps smiling as they followed her.

~Part: 8~

Willow collapsed on the couch upon entering her home with Spike. Angel had sensed the redhead's exhaustion and politely excused himself to do a quick patrol to make sure the night was as quiet as Giles had implied.

Spike plopped himself down next to his witch and pulled her against his body, wrapping an arm around her shoulders.

"What a day," Willow mumbled into Spike's chest, snuggling closer.

"Yeah, that was fun," Spike said lightly, knowing that wasn't how she'd meant it.

"Fun?" she questioned, pushing herself to sit on her own. "Fun?" the indignation rising in her voice. "That was exhausting!"

"We weren't too rough on you, were we?" Spike asked, still purposely misinterpreting her.

Willow cheeks began to color, "I didn't mean that part. That was great, as always." Spike raised an eyebrow and leered at self-conscious girl beside him. "I meant the all the explaining. First with Xander in the morning then again with Giles." She buried her face in her hands, wailing, "I can't believe Giles walked in us while we were... you know."

"Well, technically, we were done with the," he paused to adopt a mocking tone and run a hand from her breastbone down to her bellybutton, "you know."

Her breath caught and she half whimpered, half scolded, "Spike."

"Yes, pet?" he asked from somewhere near her neck. He couldn't resist inhaling her intoxicating scent, a delightful mixture of embarrassment, exhaustion and arousal. His tongue flicked out to brush against his mark from earlier, causing Willow to shudder delightfully. It was the first time he'd bitten her neck and he couldn't deny the feelings of pride that she now bore his mark. Now everyone would know just who she belonged to. The fact that it would royally piss off the Slayer was just an added bonus.

"Spike?" Willow sighed, interrupting his thoughts, but not his nuzzling.

"Yes, Willow," he asked, gently nipping at her neck and earlobe with blunt teeth.

"I. I'm. too." Her breath caught in her throat followed by a low moan as she felt Spike's ridges appear against her neck and shoulder moments before he gently eased his fangs into his mark. Her hands immediately wrapped themselves around his neck, one holding his head to her, the other's nails digging into the base of his neck.

Spike's grin at her moan turned into one of his own when he felt her nails digging into him - the slight addition of pain to the ambrosia of her blood making him instantly hard. He slowly withdrew his fangs as he felt the body in his arms go slack. For a moment he panicked, afraid that he had taken too much blood. Her slow heartbeat confirmed that she had merely passed out - the events of the day finally taking their toll. Chastising himself for fearing for the girl's life he gently picked her up and carried the unconscious girl upstairs to her bedroom. He was a bloody demon and here he was worried about taking too much from this girl. But she was HIS girl and he wanted to her to stay nice and warm and living for a while yet.

He set Willow down on her bed before turning on the lights and looking around the room. He shuddered at how girly her room was, then again he reminded himself, that's just what she was. After he properly covered her windows to block out the morning sun he set about finding all of her candles and lighting them around the room. Once satisfied he took a couple with him and headed for the bathroom where he began to fill the tub with hot water. Finding some apple blossom scented bath oil he added it to the rising water. When the tub was full he turned the tap off and made sure that everything he would need would be within arms reach. Satisfied, her returned to his sleeping beauty.

Willow still hadn't stirred by the time Spike had returned to her side. He allowed himself a moment to admire her ethereal beauty in the soft candlelight. Snapping himself out of the indulgent moment he carefully began to undress his goddess. Each piece of clothing was reverently removed until she was bare before him. Tossing her clothes into a corner, he quickly added his own to the pile.

Once again, with surprising gentleness, Spike lifted Willow into his arms. He carried her into the bathroom and set her in the lightly steaming water. He made sure to hold her head above the water as he eased his body in behind hers. He pulled her back against his chest, resting her head on his shoulder. He couldn't help the sigh of contentment at the feeling of the hot water surrounding him, along with the heat of the girl resting against him, slowly adding warmth to his cool body.

Willow drifted to consciousness slowly as the hot water eased the tension from her body. She was reluctant to open her eyes for fear that the contentment was just a dream. The dull throbbing in her neck, along with the sensation of Spike running a washcloth over her body, convinced her that she was indeed awake.

"Nice nap?" Spike quietly asked her, having sensed she was now awake from the change in her breathing.

"Mm-hm," Willow nodded, finally opening her eyes. "Did I pass out?" she groggily asked.

"Yeah. Guess you were more knackered than I thought."

"S'okay." Willow tried to sit up so that she could turn to look at Spike, but he held her in place as he continued to lightly graze her breasts and belly with the washcloth. Instead she turned her head far enough to look up at his smirking, beautiful, face. "C'mere."

Spike lowered his head until his lips met those of the naked girl in his arms. At first he lightly brushed his lips against hers, but he was in no mood for teasing and quickly increased the pressure and intensity. Willow gasped under the assault of his mouth and Spike lost no time in taking advantage it. Slipping his tongue past her lips and teeth he began a thorough refamiliarization with her mouth.

This time when Willow tried to move she was able to do so without protest. Without breaking the kiss Willow twisted around in the tub until she was able to straddle Spike's legs. She lifted her hands to cup his face, holding him close, and taking advantage of their new position to pillage his mouth with her tongue. Spike used their new position to run the washcloth over Willow's back from shoulders to bum.

Willow ground her hips into Spike's, breaking the kiss to moan her pleasure when Spike dropped the washcloth and ran painted nails lightly down the length of her back. Willow reciprocated by trailing her nails down Spike's pale chest, over his hardened nipples, and down to his rock hard arousal. He gasped as she slowly ran a nail from base to tip, staring at her mischievous grin with wide eyes.

"Do you have any idea what you're doing to me, pet?" he barely managed to ask as Willow circled the head with the pad of her thumb.

"I think I have a pretty good idea," she smirked, pinching his nipple with her free hand.

"You sure you want to play rough?" he rasped, raising her hips.

Willow answered him by impaling herself on Spike as she claimed his mouth, biting his lip. Spike growled low in his throat, grasping her hips in a bruising grip. She'd have marks in the morning, but right now neither of them cared. Willow began a furious pace, riding Spike hard and fast, sending water splashing over the bathroom floor. Spike raised his hips to meet every one of Willow's downward movements. The friction sent both of them rushing towards release. Willow's nails made trails along Spike's chest as he began to rub her clit with quick, sharp movements. Willow cried out as she felt herself pushed over the edge, pulling Spike's face back to his mark. He sunk his fangs into her neck as her clamping muscles wrenched his orgasm from him.

Willow was panting against Spike's shoulder, where her forehead was resting, as Spike laved her mark with his tongue. They stayed like that for many long moments, both too overwhelmed to move. Finally Willow managed to lift her head, moaning, "Can't move. That was... That was..."

"That it was," Spike agreed, kissing her swollen lips.

"Bed now," Willow suggested sleepily.

Spike chuckled, "I think you've earned it." He lifted Willow off of him and set her down at the opposite end of the tub. He pulled the plug on the tub as he stood and reached for a towel. He quickly dried himself off before reaching back in and pulling Willow to her feet. She leaned against him as he proceeded to dry her off.

Once dry, Spike lifted the sleepy girl into his arms, blew out the candles, and headed back towards Willow's bedroom. He set her on her feet next to the bed, keeping one arm around her to keep her standing, so that he was able to pull back the covers. "It's pretty in here," the redhead mumbled as she was set on the bed. Spike looked around the room and had to agree that it did look better in candlelight.

After extinguishing all of the candles, Spike slipped into bed next to the nearly asleep girl. She snuggled closer to him and Spike silently thanked Angel for giving him this night with his girl. Willow was his and he hadn't been able to prove that to her nearly enough for his liking. But tonight they were different. Tonight he was able to treat her like the goddess that she was. And she treated him like the demon he was. He doubted she even knew how excited he had been at her rougher treatment of him. He was amazed that he'd lasted as long as he had, which wasn't nearly as long as she deserved.

Unlife was certainly looking up.

~Part: 9~

Sheila Rosenberg poked her head into her daughter's room early Wednesday morning. Her conference had ended a day early due to widespread food poisoning and she wanted to let Willow know that she was back.

She was surprised to find that she could barely see five feet in front of her due to the heavy blankets covering Willow's French doors. 'Honestly,' she thought, 'just because she is a teenager doesn't mean that she needs to hide from the sun.' She pulled down the blankets, flooding the room with sunlight.

She spun around at the distinctly male exclamation of, "Bloody hell," to find Willow sitting straight up in bed with a wild look in her eyes and the comforter pulled up to her neck. There was a rather large lump under the covers in the bed next to her.

Willow had been woken by Spike's yelling. When Sheila had opened the curtains the naked vampire instantly began to smoke, eliciting the rather loud exclamation followed by his diving under the covers.

As she tried to wrap her sleep-addled brain around the sudden commotion, Willow's eyes focused on her mother standing in shock by the uncovered windows. "Mom," she gasped. "Wh-what are you doing here? I thought you weren't coming back until tomorrow."

"I can see that," Sheila coldly responded. "Would you care to introduce me to your bedmate?"

"Uh, um, sure. Could you please close the curtains first, his eyes are really sensitive to sunlight." Willow thought the lie sounded plausible and hoped her mother would buy it. She reached over and turned on the ceiling light so that it wouldn't be completely dark in the room.

Unseen by both women, Spike was rolling his eyes and cursing at his bad luck. He was having a hard time keeping his demon in check, both due to his rude awakening, as well as the tone in Willow's mother's voice. He had hoped that he could avoid the whole 'meeting the parents' thing. Apparently he was wrong.

Willow nudged him when it was safe for him to surface. Making sure to keep Willow covered, Spike slowly sat up in the bed, smirk firmly in place when he met Sheila's disapproving eyes.

"Uh, Mom, this is Sp-- William." Willow cast a nervous, apologetic, glance at Spike hoping he wouldn't object too much to that name. "William, this is my mom, Sheila Rosenberg."

"Pleasure," Spike drawled.

"Hardly," Sheila responded, causing Willow's jaw to drop. Noting her daughter's surprised expression Sheila addressed her, "Really, Willow, you could hardly expect me to be happy about this. What mother in her right mind would react well to finding her teenage daughter in bed with a man? One who appears to be much older than her." Turning her attention back to Spike, she continued, "You are older than her right? Exactly how old are you?"

"I'm..." Spike started, but Willow interrupted. "He's 25, Mom."

"I see," Sheila said slowly. "I could have you arrested for statutory rape you realize."

"I did no such thing," Spike yelled, only having registered the rape part, and not knowing what the statutory part meant anyway.

"You wouldn't do that, really, would you?" Willow asked, considerably paler than before.

"Why shouldn't I?" Sheila countered.

Willow had to think about this for a minute. She couldn't say, 'Because Spike's really a vampire and he'd just kill the arresting officer and probably you too.' She cast a furtive glance at Spike, who looked way too cocky for his own good. She decided to go with the truth. "Because I love him," she said quietly.

"What?" came from the two other people in the room, but in very different tones - her mother sounded incredulous, Spike sounded awed.

Willow looked up into Spike's shining blue eyes and firmly told him, "I love you." She leaned in and said quietly in his ear, "This isn't how I planned on telling you, but she needed to know the truth, and so do you."

When she leaned back again, Spike recaptured her eyes. Not even realizing what he had been feeling until he heard her say the words, he told her, "I love you too." Uncaring that her mother was standing not 15 feet away, Spike closed the distance between them, taking her mouth in a passion-filled kiss.

Sheila turned her back on the loving display. A small part of her envied her daughter's newfound love. Ira certainly hadn't showed that kind of affection in more years than she cared to count. But Willow was hardly old enough to know what real love was. And this young man was much too old for her. She turned her head and found that they were still entwined in their lip-lock.

She tried clearing her throat, but that didn't work. Next she tried softly calling Willow's name. That didn't work either. Finally she practically yelled, "Excuse me."

To which Spike replied, "You're excused," and promptly returned to kissing his love.

"I beg your pardon," Sheila said incredulously.

Reluctantly, Willow pulled away from Spike. "He didn't mean it that way," she jumped to explain.

"Did too," Spike mumbled, too quietly for Sheila to hear, but not Willow.

"Look Mom, can we have a few minutes to get dressed? I have to get ready for school anyway. You wouldn't want me to be late would you?"

"Of course not, dear." Sheila started to leave. "But don't think this is over with."

Willow breathed a sigh of relief and collapsed against Spike when she heard the door click shut. "And I thought getting caught by Giles was bad," she moaned.

Spike gently stroked her hair as he said, "Come now luv, it wasn't all that bad."

Willow looked at him with a raised eyebrow and an expression that said, "You've gotta be kidding."

"Well, the almost being burnt to death, that part wasn't so fun," he conceded. "But, we did learn something very important."

This earned him the grin he loved. "You mean, like we love each other?" Willow asked, placing kisses over his chest.

Spike groaned at her sudden playfulness. "Yeah, that. Don't start that unless you mean it, pet."

"Oh, I mean it," Willow said silkily, bringing her hand to encircle his straining erection.

Spike bucked at her touch. Before she realized it was happening, Spike was rolling her onto her back and positioning himself over her body. His hand reached down to test her readiness and he groaned again at the wetness he found there.

Willow ran her nails lightly down his back as she whispered in his ear, "I've been ready for you since you told me you loved me."

"I love you," Spike told her again as he entered her, before recapturing her mouth. Willow moaned at the duel sensation of him filling her body so completely and his tongue exploring her mouth. Her hands found their way into his hair, holding him close to her as she kissed him with all the love that she had.

Spike made love to Willow slowly, using long, strong strokes. He raised her legs over his shoulders so that he was able to gain deeper access, rubbing against her clit with every movement.

Willow moaned low in her throat. Her entire body was tingling with love and lust. Slowly the tingles began to withdraw from her limbs to congregate in her abdomen. Willow pulled back from the mind-numbing kiss in desperate need of air. Her mewls of pleasure were music to Spike's ears.

Spike kissed his way down Willow's neck, pausing to lap at his mark for a moment before continuing down to her breasts. He captured one puckered nipple in his cool mouth, sucking hard at the tender flesh. Willow bit her lip to keep from moaning too loud, causing Spike to redouble his efforts.

"I love you," Willow gasped as she felt her orgasm wash over her.

If her clenching muscles hadn't done the trick, then it was her words that did him in. Spike climaxed, babbling in Willow's ear, "I love you, I love you, I love you." Willow held him close as he stilled over her, resting his head on her shoulder.

Their moment of contentment was broken by Willow's mom calling up the stairs, "Willow, are you coming?"

"Yeah, we both did," Spike commented, moving to lie next to the redhead.

Willow began to laugh uncontrollably, with Spike joining her. She managed to call back, "I'll be down in a few minutes."

"Do you hafta?" Spike whined.

"You know that I do. As much as I'd love to spend all day proving to you how much I love you, I have to go talk to my mom, then go to school." She gave him a peck on the cheek and rolled out of bed.

"You know, this whole school thing is really becoming a drag." He said, watching his love hide her glorious body under her geeky clothes.

"You weren't saying that yesterday," she pointed out.

"Yeah, but I don't think they'd let me shag you all over the building, in broad daylight."

"Speaking of which... I'll try to convince my mom to let you spend the day here. I have no idea yet how I'm gonna do that, but it shouldn't be too difficult. She's more oblivious than Buffy's mom used to be. She'll probably be heading to the office before long anyways."

"She's not gonna try to talk to me again, is she? Or call the cops? 'Cause I didn't rape you; make her believe that."

Willow couldn't help the giggle that escaped. "She didn't say you raped me. She said she could have you arrested for statutory rape."

"What's the difference?"

"Statutory rape means that you had sex with a minor." At Spike's still confused look she added, "Someone under the legal age of consent, which in this country is 18."

"But you're 18... not a minor."

"Right, but that doesn't mean that my mom remembers that," she tried to say lightly, knowing that she wasn't completely joking. "So you have nothing to worry about."

When Spike continued to pout, Willow sat on the bed and rested her hand on his cheek. "I promise I'll come home straight after school. I'm sure Giles will understand when I embarrassedly tell him that my mom walked in on us this morning."

Spike's eyes lit up at the devilish light in Willow's eyes. "Well, all right then." He pulled Willow into a very thorough good-bye kiss.

At the sound of her mother's voice, again, Willow pulled away from Spike and rushed around gathering the rest of her school things, calling that she'd be right there. After one final circle, Willow called to Spike over her shoulder, "Love you."

"You too," he called back as the door closed.

~Part: 10~

Willow set her backpack by the front door, in case she needed to make a hasty exit. She could hear her mother banging cupboards and dishes in the kitchen. She opened and closed the door loudly, pretending to say goodbye to "William".

Willow took a deep breath, squared her shoulders, and headed to meet her doom. When she reached the kitchen door, she peeked her head around the corner and saw her mother sitting at the kitchen table with a cup of coffee in front of her, eyes fixed on the door.

"It's about time," she greeted her daughter.

"Sorry," Willow apologized, trying to think of an excuse for why she was late. "I wanted to get all my school stuff together before I came down." Willow grabbed a bowl and some cereal and brought them to the table with the carton of milk.

"Right," Sheila said disbelievingly.  "Oh, Willow, how did this happen?"

Willow paused with her spoon halfway to her mouth, looking at her mother. "How did what happen?" she innocently asked.

"Don't play dumb. How did you wind up in bed with a man seven years older than you? You're obviously having sex with him. And what happened to that musician you were dating?"

"Mom, Oz and I broke up over a month ago. Right around the time William and I started spending time together." 'Okay, not a complete lie,' Willow told herself. 'The night Spike kidnapped me and Xander was the first time we really spent talking.'

"And how, exactly, did you two meet?"

"A-at school, actually. At Parent-Teacher Night last year. He's kinda related to one of my friends." Willow smiled, she was getting better at this. 'That's true too. Spike is Angel's childe, which kind of makes him his son.'

"He's English." Sheila pointed out.

"Well, I didn't say he was a close relative. He grew up in England but he moved to Sunnydale last year."

"And how do you explain the age difference? He is so much older than you Willow."

"You have no idea," Willow mumbled into her cereal. To her mother she said, "It's only seven years. No big."

"This is obviously some kind of father fixation. I told Ira he shouldn't spend so much time on the road, but does he listen to me? No. You are reaching out for any kind of male affection you can find, so naturally you absolve your nice, safe, relationship with a boy your own age in order to go after someone who can fill that place neglected by your father."

"Believe me, Sp-William is nothing like Dad," Willow objected.

"He doesn't have to be dear," Sheila placated. "The fact that he conned you into a sexual relationship at such a young age just goes to show the degree to which he is exploiting your feelings of abandonment."

"He's not exploiting anything," Willow practically yelled. "He loves me, and I love him."

"Really, dear, you are too young to know what real love is," Sheila said as if speaking to a five year old.

"Yes I do! William loves me! You know how I know this? He makes me feel important. He listens to me. He didn't pressure me into doing anything that I didn't want to do. He came back to Sunnydale just to be with me." When it looked like her mother was going to interrupt her again, Willow said, "That's right. Just before summer vacation he had to go away for a while with his ex-girlfriend because they were having problems. What he realized was that he didn't love her anymore, not the same way. He realized that I was the person he wanted to be with."

"That's a lovely story, honey, but that's not the way life works."

"How would you know how my life works? You weren't here!"

"And this is your way of getting back at us, I understand."

"No, Mom, you don't. My relationship with William has nothing to do with you. I love him for who he is and how he makes me feel."

"And who is he? What makes his so special?"

"He's, he's William. He's smart, and caring, and funny, and arrogant, but in a good way. He doesn't let people boss him around or take advantage of him. He protects those he cares about with a fierce loyalty. And he cares about ME!"

"How can you be sure that he's not just putting on an act? I'm sorry to tell you this Willow, but the world is not always a nice place. There are people, men, who will do or say anything to get a vulnerable young woman into bed. It is far too common a scenario where men will go after teenage girls for that very reason."

"Believe me Mom, I know how bad the world can be. And how do I know that he's not using me? Because I trust him. I didn't just blindly jump into bed with him. I had my reservations about him at first too. But he wooed me, persistently, and I realized what a great guy he really is." A dreamy look crossed Willow's face as she thought about her first couple of nights with Spike. There was no reason for her mom to know that the wooing had all taken place over two days. But that was all it had taken for her to fall for him.

~~*~~*~~*~~*~~*~~

Unbeknownst to the quarreling women in the kitchen, Spike sat on the stairs, hearing every word that passed between them. His dead heart nearly beat with the love he was feeling for his witch, listening to her defend him to her mother. He had nearly laughed out loud at some of her descriptions of him, especially of how they'd met.

As his love for his witch grew, his desire to torture and bleed her mother also grew. Violent fantasies involving chains, knives, whips, fangs and any other torture devise that he could get his hands on chased each other through his head. From what he understood from Willow, her mother had barely paid any interest to her life up until this moment. What gave her the right to interfere now that Willow was happy?

His focus returned to the women in the kitchen as he heard the volume of their argument rising again.

~~*~~*~~*~~*~~*~~

"Well, don't think that I am going to sit back and let this 'relationship' continue to go on." Sheila coldly stated.

"You can't stop me from seeing him. I'm eighteen now. I'm old enough to make my own decisions about who I date."

"Not while you are living under my roof. And not when you continue to speak to your mother like that."

"Some mother. The last time you took an interest in my life you tried to burn me at the stake," Willow mumbled, but not quietly enough.

"Don't be ridiculous, dear." Sheila, having successfully repressed the whole incident, had no idea to what Willow was referring to. "The last time you decided to share anything about your life with me it was to inform me that you were dating that musician."

Willow sighed in exasperation, not having the energy to disagree with her mother on this point. She shook her head, hardly believing the ignorance her mother was displaying. And she thought Willow was gullible?

"Well now I'm with William. And I'm not going to stop seeing him just because you don't like him. If you don't want me here, then I'll leave," Willow calmly announced. Silently, she stood, placed her dirty dishes in the sink, put the milk back in the fridge, and with a straight back, she walked out of the room and up the stairs, her mother staring after her in disbelief.

~~*~~*~~*~~*~~*~~

Spike made it back to the Willow's bedroom moments before the dazed redhead entered. She stood stiffly as he enveloped her in his cool embrace.

"Don't worry, luv, I heard everything. It'll be okay," he soothed. Willow slowly came back to life as what had happened began to sink in and she started to sob into Spike's chest, wrapping her arms around him as if she might drown without him.

Spike held her tightly to him, running a hand over her hair and mumbling words of comfort. He lifted her into his arms and carried her over to the bed, cradling her in his lap as she cried out her grief. Grief over her mother's previous lack of interest in her life. Grief over her mother's stubbornness now. Grief over her own lack of caring for what her mother thought about her sleeping with Spike.

She sat back, wiping at her face, as Spike kissed the tears away. "I'm sorry," she mumbled through the last of her tears.

"S'alright," he soothed, briefly kissing her lips. "I'd say you were due a good cry after that's woman's coldness."

"Oh goddess, Spike. What am I going to do? I yelled at my mother! I said I'd leave. I'm homeless, with out a home, a street urchin, a bum. I'm only eighteen, I can't support myself." Before she could reach a full-blown panic attack, Spike covered her mouth with his, pouring all of his love into the kiss. Willow took shelter in his love and kissed him back with equal passion.

"Thank you," she shyly smiled when they separated.

"You're welcome. Can't have you running out of breath from talking. I'm the only one allowed to leave you breathless," he smirked. "And you're not going to be homeless. You'll live with me."

"Spike, I can't live in a crypt. Human girl here. Kinda need heat and electricity and running water."

"Right. Well then, maybe we can live with the poof," he grudgingly suggested. "He's got that great big mansion chock full of running water and electricity."

"Live with Angel? Are you sure about that? I mean, you can barely stand to be around him most of the time. Would you be able to live with him?"

"For you, I'll find a way."

"But how would that work? I mean would we all share one bedroom? Or would we have our own? Or should we all have separate bedrooms? How many bedrooms does he have anyway?"

"We'll have our own room," Spike resolutely stated. He may agree to live with his sire, but there was no way he was going to LIVE with his sire.

"Maybe we should ask him first before we go making all of these plans. He might not even want us there."

"Oh, he'll want us there, believe me," Spike said, smirk once again in place.

Willow looked at the clock and groaned. She was late for school. "Can I just stay right here for the rest of the day," she wistfully asked. Spike was ready to say that it was fine by him, when she continued. "No, I have to go. If I'm not there it'll cause too many questions and I can't deal with anything else right now."

"You don't have to go. They'll understand," Spike said, trying not to beg her to simply stay in his arms, forever.

"I know, but if I'm not here then I don't have to deal with my mom." Willow sighed and started to move off of the bed. "Look, I made a big deal out of pretending to saying good-bye to you when I went downstairs earlier, so she should think you're already gone. Just stay in my room until you hear her leave for work. Maybe try to get some sleep." Willow glumly looked around her room. "Or if you feel up to it, maybe you can pack up some of my stuff."

Spike stood and pulled her against his body again. He hated that she was in so much pain right now, caused by her so-called mother. He knew it would take every ounce of self-restraint to keep from killing the woman the second his Red was out the door, but he knew it'd hurt her just as much if he did kill the woman.

"I'll see what I can do," he assured her. Willow nodded against his chest, squeezing him a little tighter. She turned her face towards his and he took her invitation, kissing her softly. "I'll call Peaches while you're at school and see about getting all settled in tonight."

"Okay," Willow agreed. "Just wait to call until my mom leaves, wouldn't want her coming in here again and opening up the curtains."

"Good point. I'll just catch a few winks first then," Spike agreed.

"I'll see you after school then, roomie."

"I'll see you then, my love." Spike agreed.

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