Title: Breathing For Two
Author: OneTwoMany
Email: onetwomany@bigpond.com
Summary: Learning to live.
Spoilers: Early AtS Season Five
Rating: NC-17
Disclaimer: Not mine, and I'm not worth suing.

She grins. "More, maybe. Or different. Kinda of hard to say in abstract, without, you know, actually testing things..." More confident now herself, she trails a hand down his shoulder, over his chest, feels him tremor slightly beneath her touch. "But hopefully more. Same old gets boring, right?"

"Yeah, does." He nods, almost seriously. "And we can always come back to it after trying something else. I'm getting bloody good at that."

She grins. "Lucky for me."

This time, he kisses her. Captures her lips, traces them with his tongue, before she opens her mouth and draws him in. The gentle touch of tongues, but fast becoming furious and hungry. Fred climbs over to straddle him, hands on his arms, kissing him deeper, hot little tongue half way down his throat and deceptively strong little body pushing into his, flattening herself out on top of him, wiggling against him in exactly the right way. He groans.

Fred can feel his cock against her, hard and insistent beneath the sheets, grinds herself against him in a way she hopes is alluring and seductive. He must like it, because the sounds he's making are delicious. Rumbling, groaning sounds, chest vibrating, almost a purr. She feels her insides melt. His hands - skillful, knowing hands - move under her shirt and along her back, tracing muscles and bone. There's definitely too much fabric between them. She breaks the kiss, and feels him stiffen slightly, then watches his eyes fade from worried to soft as she reaches for the hem of her pajama top. Pulling the garment over her head in one easy movement, she throws it carelessly behind her. So easy to be messy when there's naked men and sex involved.

Spike feels his cock jump at the sight. Naked flesh, small high breasts.

"Gorgeous," he murmurs, and she beams.

Tentatively, he raises his hands to her skin, runs his fingers over her ribcage, unconsciously counting the ribs. Unable to resist, he moves to take a breast in his mouth, gently pushes her over and he lathes attention on her hardened nipple. She moves beneath him, tracing his shoulder, down his arm, drawing lazy circles across his bicep.

His tongue feels amazing and she loses herself to the sensation.

Fuck, this is good. Been so long since he's touched anything at all, and now he's got handfuls and mouthfuls of warm, inviting woman. Handfuls of Fred. Beautiful, wonderful, adorable Fred. Gotta be a dream...

Bugger. He stiffens as he remembers just how often do they become nightmares. Unbidden, memories flood back. He's made mistakes like this before, jumped in, fucked up badly. Inexcusably. Not gonna happen again, can't. Not gonna wreck another friendship by thinking with his dick...

Beneath him, Fred stiffens and freezes. Eyes as wide as saucers "Spike?" Her voice tiny and nervous, "what's wrong?"

Got her all worried again, and he curses himself. "Just...look at me for a moment, yeah?"

She does, pulls back and meets his intense, sapphire-eyes. Gazes locked, blue and brown.

"Just wanna know you want this? That, you know, it's right by you as by me."

A wave of relief, and she almost giggles. Never expected this from Spike, but it's so sweet. "Of course I do silly. Didn't I just get topless in your bed? Don't do that for just anyone, you know!" He chuckles at the mock indignation, little sparkles of mirth in his eyes. There's her Spike. "And since when did you become a gentleman?"

"Since I got a lady trying to take advantage of my distressed state?"

She giggles. "Yeah, that's me. Having my way with the weakened vamp boys. Finding all their soft spots..." She kisses a line across his jaw, under one ear. He shudders.

"Right then, take advantage of my vulnerable self."

She nods, voice suddenly serious. "It's okay, Spike. I made a choice, and I know what I'm doing."

As if to prove herself, she traces her fingers back up his arm, down his pecs and over his abs. He stiffens and shudders at the trail of fire they leave. More touching, so damn good.

He feels wonderful beneath her fingers, cool and hard. Beautifully defined, all muscled and slender. Sneaks her hands below the sheets, watches his eyes bulge as she closes her grasp around his cock. It's warmer than the rest of him, nearly hot. Filled with borrowed blood and magical potency, it feels as alive as the rest of him, eager and ready.

"You're not half as innocent as you look," he gasps.

A wicked smile, and she runs a finger over the tip, strokes again with expert skill. He arches and groans beneath her touch, pushing himself further into her grasp.

"I'm not innocent at all."

"God no. You're a right little tart." He leans over and licks the curve of her neck, almost cat-like. His tongue feels amazing against her skin. "A sweet, delicious little tart, gonna eat you and enjoy every last crumb..."

His pillow talk is cut off by an embarrassingly un-man-like squeak, followed by a truly crude curse, as she slips her hand lower and cups his balls, stroking gently. He pulls back to stare at her with something resembling awe, and she takes the opportunity to start to lick a path down his chest.

"God."

She giggles again, girlish and womanly at once. "Haven't you heard?" His never heard her voice so sultry. "It's always the quiet ones..."

One of her legs around his calves, Fred starts to push the sheet aside, begins to pull herself back on top on him. But Spike's having none of that. A sudden surge of power through his limbs, and he grabs her and flips her over, pining her slight weight beneath him. He rubs his cock against her stomach. Let her feel how hard she makes him, how much he wants her.

She looks up at him with eyes both lusty and defiant, raises her stomach in reply and wraps a leg around him. Amazing.

"Hopefully you're not gonna be too quiet for too long, pet. " Unable to resist, he dips his mouth to taste her lips again, lap at the pooled sweat at the base of her neck. "Got plans to make you scream."

God, she hopes so. She can feel the tension building within her, core heating and liquefying. His hands beneath on her skin are surprisingly warm, dry, and she wiggles as he pulls her pants off her, his lips tracing a course down her body in between sultry words. She can feel his chest rumble and vibrate as he talks.

"Gonna wake up Angel, let him know what he's missing." Another stroke of his tongue against her neck. "Gonna take care of you so good, you're gonna up the whole bloody neighborhood."

The sheet is tangled around his legs, and he tries to kick it free as he kisses his way down her body. Her soft skin beneath her ear, the delicate, fragile clavicles, the ridges of his ribs. His can't touch enough of her, feel enough of her, and his hands trace everywhere his lips can't reach. Her muscles of her back, the bones of her shoulder blades, her bumpy spine, the malleable skin of her flank. Venturing lower, he finds the waistband of her pajama pants. Hooks his fingers under and starts to pull them off as he dips his mouth to capture a nipple. She helps him kick the fabric off.

"Gonna make you come so hard you'll be going into next week..." he purrs. "Come like you've never come before."

Oh, there's not doubt that she believes him. Cool, talented tongue, experienced fingers. She's quivering and shuddering and grinding against him. Wanton, she feels, and desperate. It's fantastic. But, oh, he's so arrogant. Deliciously so, but she can't resist.

"Given what I've used the science lab to make myself, you got your work cut out for you."

He pauses, looks up, and laughs out loud. So good to see him laugh, especially when his chin is bobbing enticingly, inches from her curls. But, God, what was she thinking, disturbing him like that? She needs him back where he belongs, her body aching and betraying her, thrusting toward him without her consent. He smirks in that self-satisfied way that is so Spike. Great, she's made him even more insufferable.

Or more adorable.

"Fuck, you're fabulous." He snickers. Then a wicked grin. "And, fortunately, I just love a bit of a challenge."

He inhales deeply as he talks, the wonderful smell of aroused woman filling his nostrils. Nothing like it, the knowledge that he can do this. That she's melting and creaming and readying for him. She whimpers again. Really whimpers.

Being all merciful and soul-like now, he obligingly ends her agony and buries his face between her legs. Her resulting cry, wonderfully loud from such a little thing, is instantly gratifying.

He's good at this, she realizes. In her occasional sweaty fantasy, she's known he would be. He knows it too, and it shows. Confident and daring. Clever, knowing tongue, finding all the right places, long fingers sliding in inside of her, touching all the rights places, making her writhe and beg. She can feel her toes curl and her legs rise, fall, close around his head. God, she didn't know quite what do with them, doesn't really care. Feels all her thoughts shatter and fall beneath the torrent of sensation.

Spike's every sense is active, heightened. She's salty and tangy and wet beneath his tongue. Pulsing around him, blood coursing and rushing through her folds, down her legs. He can hear it, pounding in his head, the intoxicating beat sending ribbons of pleasure straight to his cock. Soft skin beneath his hands, sweaty and sticky on her thighs, slippery where his fingers stroke within. Her hands in his hair, grasping and pulling with surprising strength, urging him closer as she gasps, high and feminine and breathless.

It's not like he needs the encouragement.

All his senses, no longer impaired, suddenly overwhelming in their sudden intensity. God, how he missed this.

It's almost too soon when he feels her flutters and quiver beneath him, and he succumbs to the tension and release in turn, pleasure rolling over him in a few short waves. Comes on the sheets like a bleedin' teenager after his first taste of woman. But finds he doesn't much care. Feels too lethargic and pleased and just damn good.

Feels.

It takes a few moments - maybe longer, she loses track - for the world to reform for Fred. Become aware, first, of Spike continuing to nuzzle and lick at her until she gently pushes him away, skin suddenly too painful and tender to stand even the most tender of touches. The air is thick with the scent of their coupling, and her body still trembling and coated with sweat. Spike sighs, breath tingling against her thigh, and she glances down, watching him rest his head on her thigh. His skin is so pale against hers, but their intertwined bodies are otherwise so similar. Sharp angles and spare flesh, the both of them. Her other men have all been big, bear-like, protecting and smothering, but Spike's almost her perfect match. She's not sure, but she thinks they're even almost the same height. Wonders what advantages that'll bring.

Still, she giggles when she realizes his legs are dangling off the bed. Not that short. Her eyes rack up his body, over his now flaccid cock. And not that small all over. She reaches down to caress the tousled hair. It's messy and spiky and clumped rather unattractively where she'd grabbed at it. Bed head. Even funnier, she thinks it might actually be starting to curl.

"Your hair's curly," she announces.

He can hear the amusement in her voice. Goddamn Shirley-temple do. He feels an immediate instinct to be defensive, but it's conquered easily. Post-coital, even his rabble-rousing demon is apparently just as lethargic.

"Only when I don't use enough gel."

This time she laughs, and he can feel the vibrations beneath his cheek.

She buries her fingers a little deeper in the sticky mess. "I like it like this."

He snorts. "Yeah? Well, you liked the Shiz Tzu that Yin woman had too. So 'cuse me for not taken' your fashion advice yet."

His words are mocking, but his tone is gentle. No harshness. Spike, but tamed. A sleepy lion.

"Give it time," she promises.

Time. Yeah, he can do that. He's got lots of that. But Fred, he's not so sure. Time for humans passes so quickly, and yet they seem to waste so much of. Days, months, years. It always feels to Spike that the world's in an incredible rush, and yet still nothing happens quickly enough. Not when it comes to getting the only thing he really wants.

Spikes not the introspective type, but he knows all to well exactly what it is that he wants.

Home. Acceptance. Love.

Absently, he traces patterns across Fred's thigh and his mind wanders, unbidden, to now-gone Sunnydale. To making love to Buffy in the darkness of his crypt, a house of death. The rejection, the darkness, the act of desperation. Dark times. Seem so long ago, and yet only yesterday. The memories are precious still. Never loved anything like he'd loved Buffy. Loves Buffy. Will always love her, because that's what he does.

Fred watches him in silence, chews on her cheeks. He's gone for a moment, she can tell. But she knows he'll come back to her.

Finally, Spike closes his eyes, brushes the cobwebs from his mind and places a gentle kiss to the soft skin where Fred leg joins hip. A sigh, and he half shimmies, half crawls his way up her body to lie next to her. Rests a hand on her hip and their legs entwined. Still touching her, because he can't stop that, doesn't think he ever wants to. She's warm, and she's here, wanting him, looking at him with soft, brown eyes. Never been looked at like that before, not really. Never been with anyone so open, so laden with emotion and gentleness.

But beneath the joy, there's a sinking feeling of wrongness, of guilt. The suspicion that, should he allow himself to love her, he'll only destroy her.

"I dunno what I can offer you pet..." he begins.

Fred silences him with a finger to his lips. Unable to resist, he kisses the tip of her fingers.

She smiles, runs her fingers gently over his lush bottom lip, across his cheek, down the side of his face, over the razor-sharp cheekbones and sunken cheeks. His skin is smooth, but she can feel the pores, the occasional bump, the bristle of facial hair around his jaw. So human, this vampire. Much more so than Angel.

Wonderful to touch him at last.

"Doesn't matter," she says firmly. "We'll muddle along."

He closes his eyes, shakes his head. "It should matter, pet. Things like this? Should know where you stand. Not right that you don't have everything."

But she shakes her head. "Not everything has to be all or nothing, Spike. I learnt in Pylea, you know, sometimes you got to go with it." She shifts slightly to gently run a leg down his calf. "Take things as they come, and just enjoy the moment."

She runs a hand over his chest, and pulls herself closer. Feels him jump and harden again against her abdomen.

He grins. "Enjoyment of this moment not a problem."

They kiss again, and she rolls on top of him, pinning him to the bed. She's so tiny, deceptively fragile, weighs nothing as she straddles him, wet heat pressed against his chest and hair loose and falling over her chest. Almost a veil, but he's not likely to think her quite so innocent again.

"I would hope not," she answers, eyes flashing with mischief. "Because you didn't live up to your promise, Mister. Still got to get me to scream before you succumb to that male biological imperative and fall asleep."

"You're assuming you can wear me out, pet?" He flashes her another smirk.

She feels her brain turn to mush as he does that ... thing ... with his tongue. Is surprised at the calmness of her voice as she answers him. "That a challenge?"

He nods. "Bloody right it is."

She kisses him again, smiles and sighs. They'll have to it as it comes. All their challenges, and especially those that won't be quite as pleasant as this one...

"When I win," she whispers, kissing him deeply, then smiling, "and you conk out on me, just remember that the trick is to keep breathing."

He kisses her back, and rolls her over, hand under her hip to pull her leg around him as he sheathes himself in inside her. She moans beneath him and he captures her breath with a kiss.

Of course he'll keep breathing. Not like he could ever forget.