pairing: Spike/Willow
genre: romance
rating: Adults Only
summary: Willow needs something and she sees the same need in Spike.

01 : 02 : 03 : 04 : 05 : 06 : 07 : 08 : 09 : 10 : 11 : 12


Chapter 1: Needing

When he sat down across the table from her that night, she realized that he was in the same boat as her…probably. She didn't know for sure, but if he had somewhere else to be, wouldn't he be there?

It was just another Thursday night in Sunnydale. Nothing much to do, no homework to do or exams to study for. Just the unbearable July heat that was bringing everyone's spirits down. So they'd congregated at the Bronze, since it was air-conditioned and cheaper than a movie.

Almost at once, she'd been left alone; the others dancing or doing other coupley-type things. But she wasn't a couple; hadn't been since Oz left last year. And when he sat down, she realized that he wasn't a couple either, hadn't been since Drusilla, or maybe Harmony.

Did he feel it too? This utter loss of connection to the world? She couldn't remember the last time anyone had…

"Spike?" she said, leaning forward across the table, "Take my hand for a minute?"

With a confused look, he did it. She didn't know if she'd really expected him to or not. He reached out his hand and took hold of hers. Something seemed to unnerve him about the contact though and he gasped and pulled back. When her hand stayed in place, he reached out again and tentatively took hold of hers. The look he gave her said it all.

"You miss it too, huh?" she asked and he averted his eyes. She smiled at him and they sat there, two grown people holding hands across a table in a crowded club. He looked utterly embarrassed about the act, but not embarrassed enough to let go.

The others were walking back to the table. "You wanna get out of here?" she asked him and, eyes never leaving the floor, he nodded.

She didn't let go of his hand as they stood and she told Buffy they were leaving; Spike was going to walk her home. Buffy gave their joined hands an angry glare and Willow forestalled her outburst with a gentle, "We're all friends here, right, Buff? He's a friend and he's walking me home."

Not happy but not wanting to start an argument with Willow, Buffy nodded.

When they were outside, he led her down the street and bought her an ice cream. He let go of her hand to pay but she took hold of his again as they began walking. The whole time, neither spoke. Willow analyzed this for a time but decided in the great scheme of things, it didn't really matter.

Their walk took them through town and into Grayson Park. Spike sat on a bench and pulled Willow down next to him.

"What's this about, Pet?" he finally asked.

Willow thought for a moment, then asked, "When's the last time someone touched you, Spike?"

"Slugged a fledge last night," he offered with a smile, even though he knew that's not what she meant.

"I can't remember either," she told him. She stood and pulled him up next to her. "Would you hug me, Spike?" she asked in a voice so innocent and afraid that he couldn't resist. When his arms encircled her, she sighed into his embrace and then teared up as she said, "I miss it, Spike. The worst thing about not being a couple is the loss of human contact…physical contact," she corrected since he isn't human. "Everyone has someone to touch, someone to hold and I feel like I'm alone in this bubble and no one will come near me."

"Why me?" he asked, already knowing the answer.

"Because you looked like need it too," she said simply. She took his hand and guided him through the streets of Sunnydale to her house and never let go as she unlocked the door and invited him in. She took his coat and hung it in the closet, then turned and pulled his body close again. He had no qualms about holding her.

"This isn't about sex," she whispered.

He chuckled, "Then I'm going." But he made no move to leave.

"Would you stay with me tonight, please?" she asked, almost begging. "Just…just to sleep. Just to hold me. And I'll hold you too."

She led him upstairs to her bedroom and excused herself to go put on her pjs. Spike, not really sure what he was doing, took off his shirt and boots and socks. When she got back, she looked like a scared little girl. He took her hand and led her to the bed. He pulled down the covers and got in, pulling her in beside him. He lay on his back in the comfortable bed; much more comfortable than anything in his crypt. She lay her head on his chest and with a final sigh, fell into an easy, dreamless sleep.

Chapter 2: Arranging

When she awoke the next day, he was gone, but a glass of milk and a Pop Tart lay on the table beside her bed.

That night at Giles, they had to research a big, ugly, stinky demon with bad teeth and range scales and Buffy didn't get a chance to question Willow about her new "friendship" with Spike. When it was time to leave, Spike stopped next to Willow and held out his hand. She smiled and took it. He reached down and picked up her computer case and together they left Giles' apartment and headed back to Willow's house.

"Can I stay with you tonight, please?" he repeated her words from the night before with a shy smile when they reached her door. He was inside before she'd even had a chance to answer.

"Sure of yourself, aren't you?" Willow said with a laugh.

"Just know you," he answered, and it was a compliment.

She offered him a soda but he opted for hot chocolate instead. She almost asked how he could stand to drink it during this heat, but then she remembered that the heat didn't bother him. She pulled out the cocoa and the sugar and the salt and the milk and made enough in case he wanted seconds. She grabbed a Pepsi and together they sat down to watch some television before bed.

It was nice when he scooted her back to lean on him. Someone who wasn't afraid to touch her and wasn't trying to get in her pants.


"Spike," she asked solemnly, "are you just trying to get in my pants?"

He laughed, a little heartier than she thought necessary, it wasn't that ridiculous. "Luv, if I was tryin' to get in yer knickers, you'd be naked, flat on yer back and screamin' by now."

"Oh," she said, somewhat relieved. "That's good."

He pulled her back against him and kissed the top of her head and settled in to watch The Tonight Show. He was still chuckling.

'It wasn't that funny', she thought.

He turned off The Late Show and she stood, yawning. "Coming?" she asked.

"Be up in a tic, Pet. You get changed, k?"

"Sure," she said and went up the stairs to ready herself for bed.

Spike went to the closet and pulled out his smokes, then headed to the back porch. As he lit up, he asked himself what the hell it was he thought he was doing here. He didn't have a good answer. Then he asked himself if he had a better place to be. Since he didn't, he figured this was as good a place as any to sleep; it was definitely better than the crypt. If he played this right, he could get a comfy bed, hot showers and cable out of the deal. 'For a little while leastways.'

'Not to mention a warm, soft body to hold at night', a little corner of his brain reminded him.

He smiled. 'Yeah, that too.'

When he went upstairs, Willow had tacked a heavy blanket over the window and another over the French door.

"Just in case, you…ya know, don't feel like getting up so early," Willow told him.

He undressed down to his jeans and slipped into bed beside her.

Chapter 3: Talking

As the days went on, other small adjustments were made. Willow made sure there was plenty of cocoa, milk and mini-marshmallows in the house; Spike bought opaque paper and put it over the windows in the den. Willow cleaned out the closet and dresser in the guest bedroom; Spike bought some black sweatpants to sleep in.

Buffy and Xander were somewhat mollified by the fact that Willow and Spike didn't seem to spend any more time together than they had before. No special smiles or romantic glances were exchanged. For the most part, Willow and Spike ignored each other. Except when it came time to leave. Then one of them would take the other's hand and they would walk home together.

The gang had been told that Spike had moved into the Rosenberg house, but not why or where he was sleeping. Giles had been the one to actually condone and encourage the idea. Willow was the only one of his charges who was left to fend for herself every night and he felt relief that there would be someone there to defend her should one of Buffy's nemeses come looking for revenge. Not all the bad guys needed an invitation to enter a home.

The weeks passed and everyone was comfortable. Xander and Anya were still doing it like bunnies; Buffy and Riley were happy as clams; Giles was doing whatever it was Giles did. And Willow and Spike spent their days doing their own separate things, their only real contact being that they came together at night to talk and watch television - and they slept in the same bed. But that was enough.

One night in late August, Willow was examining her class schedule for the semester that was to start the following week.

"What's that, Red?" Spike asked as he climbed into bed. He'd just gotten out of the shower and was still toweling his hair dry.

"Oh, it's my schedule for school," Willow told him. "Just making sure everything lines up all right?"

"Lines up?" he asked.

She pulled the towel out of his hands and took over for him, he always missed the top in the back.

"Well," she explained, "Slaying sometimes goes 'til really late, so I can't have any classes too early. But research starts at seven, so I can't have any classes too late. But I had to take a lab on a chem class that's only offered at night, so I told Giles and he said its all right. If there's any extra research that needs doing, I can always go online from here," she said, pointing to her laptop that sat atop a pile of books on her desk. "But since I'm going to have to miss one research night, I'm making sure everything else I have in the late afternoon is something that won't maybe run late so that I don't miss any other nights, see?"

Spike smiled, "No, but if you say so."

He turned off the light and Willow snuggled into his side.

"Do you ever still miss him?" Spike said as they both lay there in the dark.

"Yes," she answered. "Do you? Miss her, I mean?"

"All the time."

They wrapped their arms a little tighter around each other.

"What do you miss most?" he asked.

Willow thought for a minute then said, "It's silly, but he used to…he would run his fingers through my hair when we snuggled after we'd…you know." She smiled and blushed and he felt it against his skin. "It was…nice. It made me feel…safe. And loved."

He hugged her tight for a moment then relaxed again.

"What do you miss about Dru?"

He sighed. "So many things. You're with someone for so long, they just become a part of you. Everything she did…there was one thing. It's sounds so…insignificant. But she had these really long fingernails and when we'd get in bed - when we had a bed to sleep in - I'd lay on my stomach and she'd scratch my back."

"That's not stupid. That's nice, Spike. Really nice."

As they drifted off to sleep neither one of them noticed that Spike was casually running his fingers through Willow's hair.

Chapter 4: Dreaming

The next night after his shower, Spike stepped into the guest bedroom to change into his sweatpants. Willow came up the stairs and stopped at the linen closet to grab a towel for her bath. Spike stopped to ask her if she'd like a soda or something since he was going downstairs to get some hot chocolate. She declined, but thanked him for asking.

Willow took her bath and slipped into her pajamas. Spike hadn't come back up yet and she had changed her mind about that soda, so she went down to the kitchen. She found him standing at the island, sipping his chocolate and reading the obituaries.

"Deaths are up," he told her as she twisted the cap off the soda.

"Does it say how they died?" Willow asked.

As Spike scanned the paper, counting up suspicious looking deaths, Willow reached up a hand and scratched his back.

"Seven suspicious, three natural," he said passed the knot in his gut.

"Same old, same old," Willow said and headed for the stairs. "You coming?"

"Go on up, I'll be there in a few," he told her.

When she reached the top of the stairs, he let go of the breath he'd been holding.

"Fuck," he said under his breath as he headed for the downstairs bathroom to relieve himself of the hard-on he'd acquired as soon as Willow started scratching his back.

When he finally made it upstairs, Willow was almost asleep. "Y'okay?" she asked sleepily.

"Right as rain, Pet," he told her, turning to hold her in his arms.

"What else do you miss?" Willow asked a few nights later. It was almost dawn; they'd been out all night chasing down a nest of vamps and both of them were still rather keyed up and couldn't sleep.

Spike sighed. He couldn't tell her the obvious answer. Or maybe he could. In their nights together, they'd talked and told each other stupid little facts about themselves that were inconsequential, but he still wouldn't want anyone else to know about. Like that he used to fancy himself a poet. And she once wanted to be a cocktail waitress.

"Making love," he answered truthfully.

"Yeah," Willow agreed.

"Feeling her skin beneath my fingers."

"That ticklish spot on the back of his thigh."

"The way she moved."

"The way he whispered in my ear."

"Yeah," he agreed.

They fell asleep thinking of their respective ex's.

"Isn't it creepy having Spike in your house?" Buffy asked Willow over lunch that day in Buffy's kitchen.

"Spike isn't creepy, Buffy," her mother admonished, "Now stop it."

"No, Buff, it's…nice. Not being alone all the time."

Buffy thought about all the time Willow spent alone. Her parents were never around and even when they were around, they weren't a part of Willow's life. They had been absentee parents before high school, but ever since the witch-burning incident, they'd ignored Willow completely. Buffy finally thought she understood why this weird arrangement had came about. After all, she couldn't imagine anyone being comfortable in a crypt. She vowed to try to never to complain about it again.

Willow was having a wonderful dream. It was the first time she had spent the night with Oz and she had awoken a little before him. Waking up in his arms was the most wonderful feeling she'd ever experienced. She understood now how Angel could lose his soul after being with Buffy.

Still on the edge of the dream, she felt Oz pressed close in behind her, arms holding her tight, his hand massaging her breast.

"Mmm," she snuggled in closer and felt a hard ridge against her backside.

Lost still within her dream world, she moaned and stretched, loving the feel of his hands on her body. Oz's rough fingers played with her breasts, rubbing over her nipples until she was dying for him to go further. His hand dragged down her body and slipped inside her panties to feel the wetness between her thighs.

His fingers played with her, bringing her closer to the brink. Oz was rubbing that wonderful feeling hard-on into the cleft in her ass and moaning in her ear. His fingers slipped inside her, his thumb rubbing her clit. Willow moaned and bit her lip, just about to explode.

"Dru, Luv, you have the sweetest quim."

Her eyes flew open. 'Not Oz! Spike!!'

"Fuck, Luv, I'm gonna come."

He flicked her clit and as Spike came against her butt, Willow came in Spike's hand.

When he spilled himself, Spike woke up. He looked at Willow and smiled. Then blinked and pulled his hand out of her pants.

"I thought you were Dru!" he said in his defense.

"I know," Willow said, embarrassed behind belief but she could see that he was just as embarrassed as she. "I thought you were Oz."

"Oh," he said.

"Are you…all right?" he asked.

"Embarrassed, but fine," she told him. "I…I should go," she said, and jumped out of bed and headed for the bathroom.

When they both made it downstairs, they couldn't look at each other. Spike heated his mug of blood and sat down across the table from Willow, who was finding infinite fascination with her oatmeal.

"I'll go," he said, running a hand through his hair.

"To - to where?" Willow said. "You don't… don't have to leave."

"I'll sleep in the other bedroom," he offered.

"Oh," she said, finally, not sounding happy at all. "If- if you want to."

Spike spent the day watching television; Willow spent the day in the public library. They both went to Giles that night and spent several hours trying to find a prophesy involving a full moon and the raising of a zombie army. Neither of them really put their hearts into their work.

Spike finally stood and said he was going to do a sweep and see if any of the demons in the back room at Willy's knew anything about a zombie army. He asked Xander to see Willow home.

Willow went home and took a bath. She changed into her pajamas and she read her email. She was just opening a book when she looked up and saw Spike standing in her doorway.

He shuffled his feet on the carpet and said, "Night, Red" while not looking at her.

"This is ridiculous, Spike," she said with more resolve than she felt. She pulled the covers back and he looked at her with hopeful eyes.

"You sure?" he asked, even though he was already walking into the bedroom and pulling off his t-shirt.

She got comfortable with her book and said, "Night, Spike."

He walked into the closet and pulled on a pair of sweatpants before climbing into bed and snuggling up beside her.

"Night, Red."

Chapter 5: Wanting

In the following week, the prophesy was duly discovered and Buffy destroyed the Kraft family heirloom that would have enabled the prophesy to come about. With no apocalypse in the near future, The Scooby Gang went Bronzing; they even invited Giles along.

"This beer may as well be piss water," Giles commented after a sip of the drink the waitress had brought him.

"Try the ale," Spike informed him, "It's not good, but it's better than that swill."

Giles raised a hand to summon the waitress and the two men looked out at the throng of writhing, dancing young people. They were alone at the table; Buffy and Riley were dancing, Xander and Anya were making out on a couch in the back, and a tall, lumbering grad student had been working hard at filling Willow's dance card. Spike glared at him.

"Don't you ever feel old, Spike?" Giles asked. The energy in the room was invigorating, but it was also tiring for someone unused to so much unfocused kinetic energy.

Spike looked at the crowd. "Nah, mate. But then, I don't spend all m' time with m' nose stuck in a book," he offered genially. "You should get out more, Rupes. Be good for yer ticker." Spike then pointed out a lovely woman sitting alone at the bar. She was older than the average crowd here, maybe mid-thirties, and she looked like she was as uncomfortable as Giles appeared to be.

"No, I - I -" Giles stammered.

"Go to it, mate. Buy her a drink, talk about the seventies. It's not a lifelong commitment, it's a conversation with someone close to your own age for a change. If you're lucky, she may even not be a demon."

After several minutes of working up his courage, Giles took Spike's advice and walked over to the bar.

Spike heard Giles introduce himself and offer to buy her next drink. Her name was Leah and she was new in town, teaching Spanish at the high school in the fall, and she was happy to see someone who didn't look like one of her students.

Spike smiled to himself and sat back, watching what was going on around him. Dancing, kissing, touching. The whelp and demon girl came over and said goodnight as they left. The slayer and her lapdog were still making puppy eyes at each other on the dance floor. And Red was dancing with yet another stupid sod who didn't look intelligent enough to tie his own shoes, let alone be a suitable companion for her.

She needed someone intelligent, someone articulate. Someone caring and gentle. Not someone who looked like a Neanderthal on steroids. Someone…

Like him.

'No, not me. Someone like me.'  There, that was better. Someone like him, who wasn't him. Because he was… not available. Right?

He looked at the place she had been but she wasn't there anymore. She was heading back toward the table at last - not his table, though. The Neanderthal's table. Only to be snatched up by yet another Neanderthal to dance.

And here Spike sat, all by himself, watching the world go by.

'I should ask Red to dance.'  He stood to do just that but then thought better of it. They really weren't slow dancing kind of friends. They were hand-holding kind of friends.

And how pathetic is that, mate?

Buffy and Riley stopped by the table to pick up Buffy's purse and Riley said goodnight. Buffy asked to make sure Spike would be staying to walk Willow home. If he decided to leave, Buffy and Riley would pick her up after patrol.

He assured them he'd see her home.

He looked out to where the same asshole was holding her close.

Everybody's getting spanked but me.

Hell, no. No spanking! She's dancing - just dancing. And she'd be going home with him, wouldn't she? These gits could paw her all they wanted, when the end of the night came, it would be him holding her close as she slept.

But that's all. He wasn't her... anything. Just someone to touch.

He grabbed the attention of the waitress as she walked by and said, "Ten shots of Jack, line 'em up."

The waitress, Celeste, who was used to the Billy Idol wannabe and his drinking habits, brought him the requested drinks and waited as he downed them one after the other and set the empties back on her tray.

"Another set or another ale?" she asked. Spike looked out at Red, still dancing, having switched partners yet again.

"Another set," he told her.

"Someone to touch, my arse," he growled under his breath as Celeste walked away.

The night got progressively later and Spike got progressively drunker. When two ugly, angry slayers walked up to him and chastised him for drinking when he was supposed to be taking care of Willow, he told them both to "Watch 'er yerself, she ain't watchin' me, now is she?! No, I don't think so!" And then left her standing there, as he wandered out of the Bronze by way of the…coat check room?

Chapter 6: Taking

"Night, Buff. Night, Riley," Willow called from her front porch. She walked in to her dark house and made her way up to her bedroom. The light flipped on seemingly by itself as she walked through the doorway and she gasped, only to turn and see Spike sitting at her desk.

"Oh," she said, smiling at him. "I didn't know you were here. Patrol go okay?" When he'd disappeared without a word, Riley had made the excuse that Spike had left to patrol.

"Didn't patrol," he told her sourly.

She could tell he was in a mood and didn't want to get into it with him. She'd had a fun night and didn't want to spoil it.

But he seemed so disheartened. And they were friends. And friends are there for each other. He'd been there when she needed him, she'd be there for him as well.

"Is something wrong?" she asked.

He stood and looked at her, his eyes covering her from head to toe. He spoke and with each word, he came a step closer to her.

"Physical contact, someone to touch."

His eyes raked her body in a way that made her feel a lot like his prey.

The alcohol was making him a little braver than he normally was around her - and just why did he have to be brave anyway? She was his friend, wasn't she? Said she'd be there for him, didn't she? Said she'd give him someone to touch…

"What?" she asked, leery. He was still a foot away from her but she backed up a step. "Spike?"

He stopped walking, and he reached out one hand. He touched her collarbone with the tip of his index finger, then slowly trailed it down her body.

"You said you needed to touch someone," his eyes never met hers, never lifted to her face. "You needed physical contact, needed to reach out and touch someone. I did that for you, I gave you someone to touch."

She didn't like the tone in his voice. "Yes, you did," she said, talking very calmly, as if to a toddler. The Jack was making almost visible fumes in the air every time he spoke. "We're friends," she emphasized the word, "and we both felt very alone. We hold hands, we hug, we make each other feel like we're not alone."

He trailed that finger back up her body and let it rest in the hollow of her throat. "You afraid of me, Red?" he asked, amusement in his voice.

"No," she answered. 'Not physically anyway' she thought. Emotionally? Now that was a whole different kettle of fish.

"We give each other someone to touch," he said and then grabbed the front of her shirt and ripped it off her body. Her hands flew up to cover herself. She was still wearing her bra, but she felt exposed nonetheless. Even though she knew she should be screaming, she should be terrified, she wasn't. Something in his eyes, in his voice, made her nervous, but not afraid.

"I need" - you - "someone to touch," he whispered into the silence that followed. "I need" - you - "someone to touch me."

She knew how he felt, she'd felt it before herself. But she didn't know what to do about it.

She could see - feel - what he wanted her to do about it, but she wasn't the type of girl to casually sleep with her friends and then forget about it in the morning. She thought she could placate him with gentleness. She closed the distance between them and moved to hug him and kiss his cheek.

He moved his face away from her. He couldn't take her friendship, not now, not tonight. He needed her. Her warmth, her body, her soul. But he couldn't have it, couldn't even ask for it - because they were friends.

She'd offered him something physical, he'd just convince her to take it one step farther. If he couldn't have all of her, he didn't want their emotions mixed in with this.

Someone to touch, that's what she'd said she wanted.

"I don't want your love, Red," he told her. "I want your body." His arm grabbed her around the waist and he lifted off her feet and in two steps was at the bed. He dropped her onto it.

"I want to feel someone," he whispered, pulling off his t-shirt.

"I want to touch someone." He didn't move, just stood there looking at her body.

She recognized the emotion behind those eyes. Need - hunger - loneliness. Despair.

And he wasn't pushing her, wasn't forcing her at all. In spite of his earlier performance of ripping off her shirt. He just stood there, letting her decide.

That's why she toed off her shoes. Why her hands unbuttoned her skirt as her mind screamed at her to think about what she was doing. When she saw the need in his eyes, she told her brain to shut up; she'd deal with the repercussions tomorrow.

When he saw her acquiescing to his commands, he smiled. He had her. Or rather, he had her body. To touch, to feel, to satiate all the madness that had taken control of him since he'd left Drusilla. Or rather, since Dru had left him.

Because that's all this was, really. He was horny and Red was here. He held her every night and when the lust came upon him it was natural that his mind went immediately to her.

That's all this is. I need a body. A warm, naked womanly body to lose myself in.

When she was naked, she quickly skittered under the covers but he wasn't having that. He grabbed a handful of blankets and sheet and pulled it off the bed and threw it on the floor. His eyes took in the sight of 'warm, naked Willow' and the look he gave her made her sweat.

Still in his jeans, he prowled up the bed and she couldn't get the image of a fierce black panther out of her mind.

"This doesn't mean anything. It's only sex."

"I know," she said and if he noticed that her voice cracked, it didn't hinder him at all.

His head lowered to her neck and he took in her scent. Sweat and arousal and alcohol and cigarette smoke and Willow. He licked down her neck, tasting her skin. Down still further to the swell of her breasts. With a low growl, he took a coral nipple into his mouth and suckled deeply.

The sensations filling Willow's body made her gasp. 'Spike has his mouth on my -' "OH! Oh…" she cried out as her fingers instinctively went to his hair.

Spike chuckled against her skin. "I think 'fuck' is the world you're looking for, Pet. 'Oh fuck'" He brought his mouth to her swelling nipple once again and surrounded it with his mouth, sucking and laving it with his tongue.

Willow arched up off the bed. "OH! OH! OH…FIG!" she cried out. Spike raised his head and looked her in the eye for the first time since she'd arrived home tonight.

"Fig?" he asked.

Willow shrugged, "I can't say that…other word."

Spike smirked and said, "Wanna bet?" His mouth went back to her breast and before she had time to register that sensation again, two fingers were pushing way up inside her.

"OH …... sugar!" she cried out. Suddenly all sensation stopped. No mouth, no tongue, no fingers.

She couldn't believe that she was actually here - naked, in a bed, having sex with Spike. She knew this was a bad idea when they started but now that they had started, she didn't want it to stop.

She opened her eyes. Spike was looking down at her like she was insane.

"What?" she asked.

"Pet, if we're going to do this, you have to learn the vocabulary." He licked her nipple lightly. "Say 'fuck'."

"No," she refused. "Fig," she offered instead.

He sucked her nipple into his mouth. She moaned. He pulled back. "Do you want me to do that again?" he purred.

"Mmmm, yes please," Willow moaned, squirming to bring him closer to her.

"Then say 'fuck'."

She glared at him, but he just smirked back at her. Finally, she whispered, "~Fuck~" very quickly.

"Pet, there's no one here but you and me and I'm not going to suck any part of your body again until I hear a decent 'fuck' out of you." He teased her nipple with his fingertip.

Then he stopped.

"Fuck!" she yelled at him and he smiled. His mouth resumed its wonderful contact with her nipple.

"Oh! Oh……yeah," she was moaning. He stopped but didn't pull away. His tongue flicked the tip.

"Oh…fuck," she cried out and he went back to his task with renewed vigor. He moved his mouth to the other one.

"This is your nipple," he whispered gruffly against her skin. She moaned. "What is it? Say it" he stopped, waiting for her answer.

She couldn't believe he was doing this to her. "You're giving me a test? Now?"

He smiled. "If you want to call it that. If this works out and we…get what we need from this…physical connection, you're going to have to learn to keep up. If you can't talk the talk, Pet, you'll get left behind."

It was an undisguised threat and she knew it. He planned on…doing this again - and allowing her to do the same (as if she could, I mean 'would' because really she'd never…would she?... ) He was making her body feel all these wonderful sensations she'd only dreamt about before and now he was threatening to take it away if she didn't go along with his naughty word game.

She watched his mouth open and his tongue licked out to tickle her…

"Nipple," she said, giving in.

He had her - and he intended to play her as far as he could.

He sucked her nipple into his mouth again but only briefly. He sat back and took both her breasts in his hands. His thumbs flitted over her aroused nipples.

"Tits," he said.

She couldn't say that. She kept her mouth closed. He took his hands away.

"What's wrong now?" he asked impatiently.

"I can't Spike," she told him, "I feel so…~naughty~," she whispered the word, "saying that."

He reached down and pushed those two fingers deep inside her again.

"This make you feel naughty?" he asked.

She was moaning, but she answered truthfully, "Kinda."

"Too bad," he said, "We're gonna do it anyway." His fingers curled and hit her g-spot.

"Fuck!" she cried out. He smiled.

"That's my good pet. Now say 'tits'," he teased her g-spot again.

"Tits," she whispered.



"Say 'pussy'." His thumb rubbed over her clit.

"Pussy!" she yelled. She was a fast learner.

"Say 'clit'."

Circling now.


"Still feel naughty?"


His fingers pumped inside her, hitting that spot every time as his thumb ground into her clit.

"Say 'cunt'."

"Cunt!" she yelled out but she almost cried inside. Not from the naughty words. What he was doing felt sooo good and it had been sooo long.

"Say 'cock'." Still pumping.


"Say 'I want you to fuck my cunt with your cock, Spike," he said with that beautifully accented voice that made everything he said sound both dirty and classy at the same time.

She moaned and tightened around his fingers.

Softer he said, "Say 'I want you to fuck my cunt with your cock, Spike.'"

She came.

She was floating above the clouds and it was wonderful…almost. She came down too fast because even though it felt wonderful - it wasn't enough. She opened her eyes and saw him looking down at her body as if she were the most beautiful woman in the world. Like he revered her, like he worshipped her. Like he wanted her.

"I want you to fuck my cunt with your cock, Spike," she said to him, smiling.

He smiled and it reminded her of the look he'd given Buffy when he told her he was going to kill her. It made her shiver - and smile.

"Get on yer knees."

She turned over and pulled up onto her knees. He moved into place behind her; his arm went around her waist and she felt him thrust up inside her. He didn't even give her time to adjust to the intrusion before he was moving, pounding up into her. His other hand came to her breasts and caressed them. With his thumb and his fingers he pinched her tender nipples and the feeling made her shiver. He pinched them harder. She could feel him getting closer to release and his hand slid down her body. His fingers slid through her wet curls and he squeezed her clit between his fingers.

"That's it, Pet. Knew you'd enjoy a good." pump "Hard." thrust "Fuck."

They exploded together, shouting out their completion.

He didn't let go of her waist as she recovered. His hands were still touching her, fondling her tits, running over her dripping pussy.

"Still feel naughty?" he asked her.

"A little," she giggled, feeling too good to feel bad about what they'd done.

"You shouldn't. You won't - after a while." There it was again, that threat and promise of more to come.

He eased her down onto the bed and settled her on her side of the bed. He flopped down on his side. He turned over onto his stomach and put his hands underneath the pillow.

"Night, Red."

Tonight, for the first time since he moved in, he didn't hold her as she fell asleep. He didn't think he could - without making a complete prat of himself. But she was too exhausted to care.

In less a minute, they were both asleep.

Chapter 7: Regretting

The next morning Willow awoke to the wonderful smell of coffee.

And bacon. And eggs and toast.

Before her brain had a chance to catch up to her nose, Spike walked in carrying a tray full of food.

He waited until she sat up and then he put the tray down on the bed next to her. She looked up at him expectantly.

His eyes were downcast when he said, "I'm…uh, sorry. 'Bout last night. Shouldn't have…made you do that."

Willow, not wanting to have to come up with a response, grabbed a piece of toast and bit into it instead.

"Forgive me?" he asked.

He stood there not meeting her eyes until she finished her toast, then looked up.

"Um," Willow said and he moved his eyes to the floor again. She held out her hand to him and he slowly took it and let her pull him to sit down with her.

"Of course I forgive you, Spike," she squeaked. She cleared her throat and started again. "I know you're a grown m…uh, vampire and I should have realized you'd have um…urges." She blushed. "And we're friends. Maybe this isn't doing it for you anymore. Maybe you should go out and find yourself a woman, uh… demon? Someone to um…you know."

He smiled at her. "Fig?" he asked.

She blushed down to her toes. "Yeah." She took a sip of the brain-clearing coffee and sighed. "Spike, maybe you're ready for a relationship again, maybe you're ready to move past Drusilla and get on with your life."

Spike didn't say anything and Willow took this to mean he was ambivalent.

"Just go out and you know…look around. See if you can find someone to…" she looked at her hands in her lap and reached for another piece of toast to give her hands something to do. "…someone to…um, love."

She wondered why that had been so very hard to say.

"What about you?" he asked.

"M-me?" she said.

"You ready to move past dogboy?"

"Maybe," she said, remembering last night.

"Seemed to be having a good time with the drunken clod set last night at the Bronze."

"Oh!" she said, "Bronze, yeah. Had a real…good time at the Bronze," she said tonelessly.

Spike sat looking thoughtful. "'m not much for dating," he said finally. "Much more a relationship kind of a vamp."

Willow nodded, "Yeah, I can see that about you."

This was the most lifeless conversation the two of them had ever had. Neither seemed to be enthused with what the other was suggesting, but neither wanted to admit that they didn't want to find someone new.

"So, you gonna start dating again?" Spike asked.

"Um…yeah," she said with false cheer. "You?"

"Sure," he said in a monotone and they sat in silence and finished breakfast.

Chapter 8: 'I'm Sorry' is a Relative Term

A few nights later Willow and Xander were sitting together in the Expresso Pump waiting for Anya to return from the ladies room.

Buffy, Riley and Spike came to the table, all three with disheveled clothing and the first two sweat-covered and panting.

"Holy cannoli, Buff! What happened?" Xander exclaimed.

"Syphon demons," Buffy said, grabbing Willow's hand. "Ladies room - come with?"

Willow arose and duly followed her friend to the ladies room. Buffy, as usual after a big slay, was a frenzy of energy. Anya, who'd been on her way out, turned around and went back in.

As Buffy went into the stall and took care of business, Anya and Willow looked at each other and smiled. Anya winked at Willow and whispered, "Watch this."

"Hey, Buffy," Anya said, raising her voice, "I got a big shipment of Flosgivlich stones at the store today. Think I could borrow Riley to help Xander unload them for me?"

Buffy hurried out of the stall, adjusting her clothing. "Oh! Um, well, Riley said he had a lot of… um… things he had to do tonight."

"It'll just take an hour or so" Anya replied.

"But, um, well, he's been kinda of well, busy - and - and - I'm sure its really important things he has to take care of tonight."

Willow burst out laughing. "Like, oh, say for instance, a slayer who gets really horny after slaying?"

Buffy saw that they'd only been teasing her. "Yes," she laughed, "Very important things just like that."

The three girls left the bathroom and as soon as they returned to the table, the party broke up. Buffy was laughing as she said goodbye, again citing those import things to be attended to. Anya giggled and told Xander that Buffy was making her horny and before he could get the images out of his head, Anya had dragged him off.

Spike lit a cigarette and reached for Willow's hand. She took it and they walked off together toward home.

The night was clear and starry and a nice breeze was blowing, rustling the leaves on the trees.

"Does slaying make you horny, Spike?"

Willow immediately clamped a hand over her mouth. "Oh my god," she said behind her hand, "I didn't mean to say that out loud."

Spike had stopped and he turned Willow around until she faced him. He raised an eyebrow in question. But he didn't need an answer. Any fledge could smell the slayer from a hundred paces while she was fighting.

He leaned forward and put his mouth next to Willow's ear, barely touching her. He let her hear him sniffing her and said, "It brings out the predator, yeah." He moved closer to her ear so she felt his lips as he whispered the next. "Makes my skin itch and my body burn. Makes me crave…" he looked her up and down &hellip touch."

Willow gulped. Visibly.

Spike took her hand and led her home. He stood on the porch as she crossed the threshold.

She turned and looked at him, "Not coming in?"

He walked up to the doorway, putting his hands on either side of the frame. He leaned in and sniffed her neck again. Said, "Think I'm gonna go for a walk," and turned, pulling out his cigarettes and lighting one.


He stopped.

"Um…" Willow was thinking fast. "Predator!" she exclaimed, looking hopeful. "You - you - you'll hurt somebody! You really shouldn't go out there and - and - and - if you're really all… uh, predatory, and some girl who doesn't know you, doesn't know what you are - you could hurt her! Because she wouldn't be prepared. Oh! And chip! The chip! You'll hurt her because she's not prepared and then you'll get hurt because of the chip!" she finished triumphantly.

Spike gave her a half grin that made her take a step backwards. He licked his lips.

"You know what will happen if I walk through that door, Red?"

She blushed and looked at the floor. "Well, I can't very well - in good conscience - let you loose on the poor, unsuspecting women of Sunnydale." She looked up and told him, "I know what will happen, Spike."

He threw the cigarette away. "Betcha don't," he said as he walked through and slammed the door behind him.

Chapter 9: Changing

Willow took another step back as Spike slammed the door.

"Take off yer coat," he ordered.

She did. She moved to hang it up in the closet but he was shaking his head. She dropped it. He let his duster slip from his shoulders and fall to the floor.

"Take off yer shoes," he commanded next.

She slipped the sandals off her feet.

His demon's face fell into place. He snarled, "Run."

She stood and panicked for a split second before she turned and ran. And panicked.

She heard his growl and headed for the back door. He'd warned her, hadn't he? She almost fell as she slid down the steps of her back deck but she regained her footing and took off for the gate at the back of her yard.

The gate led to a path through a wooded area. Every instinct she had fell into place as she ran. She saw the stream that bisected the woods and headed for that, hoping to lose her scent in the water. After fifty feet or so, she heard him jumping the fence of her yard and headed out of the water to the left. She started to run directly toward Riley's apartment - where she would find Buffy, who could help her - until she realized that the route would take her directly through another neighborhood full of houses, people, potential victims. And what if he hadn't really meant her harm? But goddess, he'd looked like he was going to…

She circled around and weaved her way back toward her house. She'd find that tranquilizer gun that she had thrown in the bottom of her closet one night after patrol last year and she'd… shoot Spike? She knew she'd never be able to do that. He was harmless - mostly.

She didn't know what she'd do, but she'd better do it soon; she heard footsteps running along the path and made a beeline for her house. She saw the back gate and ran through it - and slammed right into Spike's chest.

"Fear is intoxicating," he told her as he grabbed her wrists and pulled them behind her back. "It runs through your body and makes your blood pound in your veins." One hand easily held both her wrists and the other slid along her skin, up her back and over her shoulder. Moved up her neck and turned her head so that her jugular lay pulsing beneath his gaze.

Willow pulled and struggled, trying to get away from him. She screamed but she knew it wouldn't do her any good. He gripped her wrists tighter and her eyes watered from the pain.

"You - you're hurting me," she cried, then again, "You're hurting me! The chip!"

Spike never took his eyes from her neck. "I'm not hurting you, Red, you're hurting you. If you don't struggle, you won't get hurt."

Willow stilled and said, "If I don't struggle, you'll eat me."

He stepped in closer, mouth on her ear, "Isn't that what you want? Isn't that why you asked me to stay? Isn't that what you practically begged me to do not half an hour ago?"

He pulled her arms around to the front and without letting go of her wrists, started walking toward the house.

Willow was still trying to pull away. "I - I - I meant the fun kind of… you know," she cried, his grip was causing her wrists to bruise and burn. "Please, Spike, don't - please don't!"

He pulled her up the stairs and through the door. She was still struggling as he pulled her up the stairs into her bedroom. He picked her up and practically threw her on the bed. She scurried up to the headboard, pulling her body as closed as possible.

He walked over to the French window and opened it.

She watched him walk away from behind her fingers. She looked up.

He was gazing out at the stars. He'd meant to scare her just a little. Just enough to get the scent. He didn't think she'd run for her life.

"You really believe I'd hurt you?" he asked without turning around.


His body stiffened and she noticed it. She looked at him. At the way he held his strength carefully in check. Muscles that were stronger even than the human ones they appeared to be. Legs that could have caught her in an instant if he'd really wanted to. Arms and shoulders that could quite literally break her in half. Arms that had held her safely while she slept for the past month. Hands that had been tender, not painful, even when he'd been drunk the other night.

"No?" her answer changed.

He felt the fear leave the room and as relieved as he was, he missed it.

"I'm sorry," she said.

"For what?"


This was a conversation she really didn't want to have right now. One she wasn't prepared to have right now. One that would tell him that she did trust him. That he'd become so much more to her than just a body to touch. One where she confessed that she'd give him anything. Not just her body, but her heart too, if he only asked for it.

He was waiting for an answer.

"For not being your friend tonight," she said and his body lost its stiffness. She didn't see his eyes close and his head fall to his chest. She didn't see his demon mask melt away and the liquid that pooled in his eyes.

"I told you I'd give you someone to touch, and I ruined the mood for you" she stood and was walking toward him. He straightened his spine and pulled himself together. He'd take whatever she was willing to give him - even if that was only her body…

He turned. "I wouldn't say that, Red." It took several seconds, but the smug, seductive smile that he did so well finally appeared.

She stopped halfway to the windows. He walked the rest of the way toward her. Pulled off his t-shirt as he walked. Pulled the button on his jeans loose.

He heard her heart race, felt her heat. His hands went to her waist and slid under the cotton of her top. His cool palms on her heated skin made her tingle and she closed her eyes and moaned low in her throat. Those same hands slid up her torso, taking the shirt with them and then gently pulled it over her head. She wore no bra under the shirt because of the intense heat earlier that day and her breasts bounced free.

He dropped the shirt and his hands fell back to her body, landing in her hair and traveling down to her jaw and moving simultaneously down her neck and across her shoulders, down her arms and across her bruised wrists. He slid his hands across hers, palm to palm, and then without losing contact, he dropped to his knees in front of her. His hands slid inside the elastic waistband of her shorts and he hooked his thumbs, pulling her shorts and pink cotton knickers off at the same time as his hands continued their route down her body. Down the outside of her thighs, past her knees and skimmed her calves until they reached her ankles where they stopped. He lifted one foot and then the other, pulling the garments free of her body. The hands slid back up her legs and he rose up onto his knees and buried his face in the warm, wet apex of her thighs.

Willow gasped at the contact and then relaxed as she felt his lips kissing her there. Closed mouth, sweet kisses that would have made her melt if there had been anything left of her. Her body already felt as if it were a hot, burning pool of liquid. Just from his touch.

Her fingers fisted in his hair as the kisses continued. Never once did his tongue touch her; just the gentle feel of his lips kissing the most intimate area of her body.

He spent over five long, torturous minutes making Willow feel like… she didn't know. Something sacred, something cherished.

He pulled her down onto her knees with him. The way he looked at her made her squirm even more; his eyes taking in every detail of her. She licked her lips, and his eyes watched her do it. He took hold of her hands. "Someone to touch," he said, looking at their joined fingers.

It was the last thing he said for an hour. He touched her, in every way he could, with his hands. His thoughts - his words - stayed private, only to be heard in his head.

'I want you so bad it hurts,' he thought as he let go of her hands and skimmed up her belly to her breasts.

'I think about you every moment of every night,' he thought as he cupped her and let her nipples slip between his fingers.

He leaned in and licked a trail down from her neck and sucked one hardened nub into his mouth and thought, 'I'm gonna go insane if I can't have you.'

Her arms wrapped around his head, pulling him to her and holding herself upright as he licked and sucked the sweat from her body.

'I want everything, every part of you,' as he moved blunt teeth over one breast, hard enough to leave a mark. He kept at it, leaving teeth shaped bruises all over first one breast and then the other.

Willow was panting and whimpering and she moved, sliding her knees further apart, hoping he'd get the message.

He slid a hand between her thighs and through her curls as his mouth took hold of her nipple again and he suckled her like a starving infant.

'I'm going to make you crave me.'

His fingers slid across her pussy lips, not penetrating her in any way, and she thought she would scream.

She wanted to beg him, 'Please, Spike!' but he hadn't said a word since he started and she didn't want to ruin this for him by reminding him it was her he was with. Most of the time, he'd had his eyes closed and she figured he was probably pretending she was Drusilla.

When his tongue slid across her skin to the other nipple and the deep, soul-pulling suckling started again, she came and the liquid dripped through his fingers.

He dropped to the ground and slid his head between her knees, his mouth now catching the last of her release. His hands ran across her abdomen, calming her, helping her to catch her breath.

'I need more than just your body, Red.'

She was panting, trying to calm down, trying to prepare herself for what she knew was coming because Spike stayed between her thighs.

She opened her eyes and saw his body laid out before her. She knew she might be making a mistake - if he was thinking of someone else, he might not like her doing something that didn't match his fantasy - but she couldn't help herself. She leaned forward and stretched her body, taking his cock - that was standing at attention and saluting - into her mouth. She felt him shudder and she smiled around him.

His tongue finally penetrated her lips and she sighed as she went back to sucking as much of him as she could fit. He lay on his back, tasting her in the only way he could, hands rubbing up and down her back.

'Fuck, baby, yeah, just like that!' as she made teasing bites up and down the shaft.

He licked around and around her clit, wanting to make this last for her. And for him. If he never got to do this again, he was going to make this last.

'Oh, Red! Willow! God, please baby!'

He wanted to thrust up into her mouth but he didn't know how much experience she had doing this so he tried to concentrate on her and relax his own body.

'Fuck! I need you, baby - so bad.'

He rolled his tongue into a tube and wrapped it around her clit then slid it in and out. She whimpered at the feeling and stopped what she was doing for a minute to concentrate on moving her hips, fucking his tongue with her clit.

Her toes curled and she came again, grinding herself down on his mouth. He drank her down, licking every drop from her cunt, occasionally flicking his tongue back down to tease her clit as he swallowed her.

She screamed then, she couldn't help it, even if it would ruin his fantasies of Drusilla.

When her body stopped trembling, he moved again, he couldn't resist any longer, he had to be inside her. He started to lay her on her back, but he was afraid she'd see the raw emotion on his face. He flipped her onto her stomach and with no warning at all, pushed inside.

She was so wet he wanted to scream.

'You feel for me, I know you do!'

He sat back on his knees and pulled her heels up. He used them as leverage as he slid in and out of her, slowly at first. He watched his dick disappear inside her body. He pulled back out and watched as her body released him, only to slide back in and become part of her once again.

'Red! God, please! I love you - can't you see that I LOVE YOU!' he raged - inside his head.

She was pushing back against him, seeking more from him. He let go of her heels and fell forward, grabbing her wrists again. It hurt her, he knew it did, but he was hurting so badly himself that he wanted her to hurt just a little too.

As he held her wrists tightly, he punished her inability to love him back with a series of thrusts that pushed deep. He was panting, trying to make her understand, trying to make her see - she came screaming his name.

"Spike! OH GOD, SPIKE!"

The first cry of his name from her lips had him exploding inside of her.

He collapsed on her back and rubbed his face into her shoulder blades.

"Wow," she said, then giggled.

He smiled too. "Liked that?"

"Um," she pretended to think it over. "Just a little, yeah."

He pulled up onto his elbows and rolled her over. Looked down into her eyes. "Vixen," he accused.

She smiled, thrilled. "You think?"

"I know," he said. He stood and lifted her into his arms, carrying her over to the bed. "You want a shower tonight?" he asked.

She snuggled into the mattress. "Too goopy right now to move," she purred.

He slid into bed next to her. "I made you goopy?"

"Mmmmm hmmmm," she confirmed.

"Mmmm," he replied and slid further down the bed and between her legs. "Well, this really needs to be cleaned up, Luv." His tongue ran up her thigh and she didn't think she'd be able to take any more - there was no way she could come again. Then his tongue touched her clit and she decided that just one more time wouldn't kill her.

He lapped at her pussy, tasting himself and her mixed together and he moaned at the taste.

"God, Red, you taste so fuckin' good."

He used his hands to open her up to him and he took his time licking her clean.

In between licks, he moaned and purred and whispered what she was sure were sweet nothings, not meant to be taken seriously.

"A man could lose himself down here," he told her.

"Love the way you quiver on my tongue," he told her as he started light, teasing licks to the edge of her clit.

When he finally let her come and he was spiraling his tongue into her to get the remains of her orgasm, he said, "Wanna fuck you forever." But she was sure she misheard him.

"You tired?" he asked her as her eyes fluttered closed. She started to moan in the affirmative when she felt his hard-on brush her leg.

"Not that tired," she said and spread her legs, inviting him between them with a crook of her finger.

He lowered himself slowly, sheathing himself inside of her and never moving his eyes from her face.

He lowered himself onto his elbows and took her hands in his. He entwined their fingers and moved slowly in and out of her.

When her eyes stayed on him as well, he thought he'd died again. He couldn't help himself and he did the unthinkable.

He leaned in and kissed her lips. His eyes drifted closed and he touched his lips to hers. Her body trembled. She sighed.

His hips never ceased their movements, slow, languorous strokes that made her moan.

His mouth moved just as slowly, just as dreamily. Closed mouth kisses became teasing licks across her lips. His hands moved on hers and she turned to look at them. He took the opportunity to lick up her neck and across her jaw and he teased her mouth open until finally he was joined with her in this one last intimate way.

When her tongue touched his, his shoulders tensed and he gripped her fingers a little tighter. He inhaled a deep breath and his hips moved a little differently. Not harder, just more intense.

"Red, baby, please," and he came, perfectly in tune with her own orgasm. His mouth devoured her as he came, leaving her breathless.

He came down, not leaving his place on top of her, wrapping his arms around her. Her arms wound around him as well.

She didn't know what had just happened. Had they just made love? Had Spike, her friend Spike, just given her the most tender and intimate experience of her life? 'Someone to touch', he'd said. It's just sex, right? Right?

The first time tonight, she'd been so sure he was thinking of someone else as he touched her. But the second time… Goddess, the second time - there was no mistaking, he wanted it to be her. Willow.

Spike mumbled something, he was falling asleep and he slid down beside her and pulled her against him. Her back snuggled to his front. It felt so good here, so safe.

Somewhere along the line, she'd fallen in love with Spike.

But that's not what he wanted.

"Someone to touch," she whispered his words out loud to remind herself what it was he'd said he'd wanted.

On the pillow above her, Spike's eyes flew open and ice ran through his veins.

Chapter 10: Fearing

Willow awoke to the feel of a hard-on slipping between her cheeks.

Spike felt her wake up and said, "Lift your leg, Pet." She did and he slid inside. She was surprised to find she was already wet enough for him. Spike pulled her close and reached a hand around to her stomach. His mouth nuzzled her neck.

"Mmmm," he moaned into her hair. His hand slid down into her curls and with very little effort at all, she came panting his name.

He thrust another time and she felt him erupt inside her.

"Mmmm," she said, snuggling down into his embrace as he slid out of her. But his embrace was gone. He was sitting up and pulling on his sweatpants.

"Thanks for helping get rid of the morning stiffy, Red." He stood. "I'm gettin' some blood, want me to start the coffee?"

She nodded and felt chilled as she watched him leave.

Spike stopped outside the bedroom door and leaned against the wall. He couldn't believe he'd just done that - and said that - to her. He smelled her tears and he wanted to run back in and apologise - but he couldn't.

He knew she wasn't playing games, she wasn't that kind of a girl. But after last night…

He'd stayed awake long after she fell asleep thinking about what she'd said.

"Someone to touch."

At first, he thought she'd been clarifying their relationship for him. But then he realized that that's what he'd said to her last night - "someone to touch".

Hell, they'd both said it so many times since they'd started this… whatever it was - that it almost didn't mean anything anymore.

It took him a while, but he finally saw that they'd both been using it as an excuse - a reason to get physically close without getting emotionally involved.

But all the rest - the long nights talking and watching movies and grocery shopping at three in the morning and running his fingers through her hair while she slept and making sure there was always enough blood and cocoa for him - that was more.

That was the relationship.

Not the physical closeness, but the emotional closeness. There just seemed to be this line drawn that neither was willing to cross.

Until last night. Last night he'd kissed her on the mouth and passed the line. And she'd responded to him. Passionately responded. That was no friend helping a friend get through a lonely night.

That was a woman giving herself to a man. And Willow wouldn't give herself to just anyone. She wouldn't do what they'd done the second time they'd made love with someone she wasn't in love with. She just didn't know yet that she was in love with him.

So he'd devised a plan to help her.

It started with showing her what she thought they'd been doing last night. Casual, friendly sex.

Sex that made her cry when he left the room. But he couldn't go back, couldn't apologise. She had to see for herself. Had to be able to tell the difference - for herself.

Spike blew out a breath and headed downstairs, desperately needing a cigarette.

Willow stood and headed straight for the bathroom. She felt the need to scrub herself clean.

She got dressed and headed downstairs, thinking today would be a good day to clean out the garage.

After her coffee, which was made and waiting for her, she headed into the garage and opened the big door. Sunlight and hot fresh air flooded in, a welcome relief from the musty, stale, hot air that she was currently breathing.

"Pet?" Spike asked from the not sunny safety of the laundry room, "Whatcha doin'?"

"Cleaning out the garage," she told him as she proceeded to empty the garage of its contents. He looked at the sun streaming in through the door. No chance of going out to help her until nearer midday when the sun was high and the inside of the garage would be in shadow.

"Need me to do anything?" he asked, his mind already running through the cable lineup.

"You could start on the basement," she told him.

"Sure, Red," Spike sighed and closed the door, heading down to the dark, musty basement. Reminded him of his old crypt.

By noon, Willow had the garage swept and all the lawn equipment back on their respective hooks on the walls. Her old bike sat in its place in the corner, the chain freshly oiled and the tires newly pumped. She headed back inside, trying to think of another chore she could do. The sheets on her bed definitely need to be changed.

She heard a muffled curse from the basement and stuck her head down there to ask, "Everything okay down here?"

"'S'okay, Red, just dropped a trunk of… ah, baby clothes?" He held up a pink ruffled dress and she smiled.

"My dress-up trunk? I didn't know that was still here." She went down the last few steps and walked over to see. She knelt down and opened it up. Inside were a few pastel colored dresses, a few hats way too large for a little girl, a pair of white pumps that had been her aunt's, some plastic costume jewelry and a long white feather boa.

Spike smiled at the last item. "Feathers, Pet?"

Willow giggled and wrapped it around her neck with a flourish. "Yeah, feathers. I used to love this thing." She stood and walked over the tall oval mirror in the corner. "I wore it everywhere, I swore I was going to get married in it." She smiled again and turned to him, it felt weird talking to him while she couldn't see his reflection.

"We used to have tea parties and I'd preside over them and even Cordelia was envious of my beautiful feather boa."

He laughed, "You had tea parties with the cheerleader?"

"Well, when you're seven, everybody's still equal." She turned back and looked at herself in the mirror one last time before taking it off and dropping it in the trunk.

Spike watched her walk up the stairs and then stuffed all the clothes back in and closed the lid. He carried the trunk over to where he'd been sorting all the childhood memorabilia. He walked away to get the next pile - and walked back.

He opened the trunk and pulled out the feathered boa, feeling the softness as he pulled it through his fingers. He dropped it over his shoulder and closed the lid on the trunk. Walking over to the stairs, he listened and determined that Red was in the john. He quickly ran up the stairs and into the guest bedroom, stowed his prize and returned to the basement before Willow had finished up.

He heard her wandering around upstairs as he finished up, heard her in the bedroom and the laundry room. Heard the shower run and figured she was cleaning it. As he put the broom back in the garage, he heard the dishwasher start.

"Hungry, Pet?" he asked, looking at the clock that now said five twenty.

"Too hot to eat," she answered, fanning herself. "Think I'm gonna take a cold shower." As she ran up the stairs and he pictured her removing her clothes, he thought a cold shower was a real good idea.

As much as he wanted to join her in hers, he didn't think that would be wise at this - strange - stage in their relationship, so he headed into her parents bathroom and turned the cold on full blast.

Clouds started rolling in around eight so they headed over to Giles' apartment early. Usually they had to wait until full sunset and on midsummer nights, that wasn't until around nine. But the clouds brought welcome cool air and a sunshine free evening, so Willow and Spike set out early.

As had become their custom, they held hands as they walked. Usually they chatted about this and that but tonight they were both abnormally silent. Willow wanted to ask so many questions but wasn't sure exactly what they were. Spike wanted to provide explanations and apologies but knew that it wasn't yet the right time.

As they neared the center of town, Spike dropped Willow's hand and instead wrapped an arm around her shoulders, pulling her close. Willow contentedly sighed into his embrace and put her arm around his waist.

They held each other as they entered the Magic Box and naturally separated inside, listening to the explanation Giles was giving about yet another possible, maybe, you-never-really-know-with-these-things prophesy that had surfaced.

This prophesy, it seemed, was a popular one and lots of information was found in short order, giving the details of signs and omens to look for and what to do should such signs and omens cross your path.

Thunder rolled across the sky and Giles suggested they all patrol tonight, making quick work of it before the storm broke. Spike considered pointing out that fledges rose whether or not it was raining, but wanted to get out of there so he said nothing.

Giles too seemed to have an urgent engagement and left quickly. Spike smiled and reminded himself to tease Giles about Leah the next time he saw him. Things seemed to be progressing on that front.

The town was divided into three sections and Buffy and Riley took the first section, Xander and Anya took the next and Willow and Spike took the last section.

Conversation seemed to be called for, so Willow brought up the coming start of school and the compulsory change in her schedule it would necessitate. It had been summer when Spike moved in, he wasn't used to her getting up early and she didn't want to disturb his sleep. She seemed to be hinting that he might like to take up residence in the guest bedroom but he pretended he didn't get the hint. She didn't press it.

He told her about a new cereal he'd seen in a commercial that promised to be dreadfully bad for your teeth and cause you to go into sugar shock and he wondered if she'd pick some up the next time she went shopping.

The thunder and lightning finally took over all opportunities at conversation and they finished their patrol without further discussion. As they rounded the corner of their street, the sky finally opened up and the rain came.

Spike laughed and grabbed Willow's hand, running for their house. She tried to keep up but he was too fast and she laughed as his wet hand kept sliding out of hers. They finally made it to the porch and turned toward each other, still laughing. She was soaked to the skin and her hair hung down in her face. He moved to push her hair behind her ear at the same time she did and as their hands met, they stopped laughing.

His eyes went to her mouth and his tongue rolled behind his teeth. She watched him watch her and bit on her bottom lip.

His hand went into her hair and his other hand reached up to capture her head on the other side. He stepped in close and with both of his hands, he tilted her face up to his.

"What are we?" she asked before his mouth descended fully. He stopped an inch from her.

"What do you want us to be?" he asked.

"I - I don't know."

"Yes you do."

"But you don't love me," she told him.

"Says who?"

"You do?"

"You have ta ask?"


"Ask me."

"Do you love me?"

His thumb ran across her lips. "I'd walk through fire for you."

She smiled, "But do you love me?"

"Don't you know? Can't you feel it?" He didn't want to say the words and have them thrown back in his face. Anything else could be taken back, but not that. Once he said it, he'd never let her walk away.

She felt his hesitation but she didn't know the cause, "Please, Spike, I need to hear it," she sobbed.

"Will you love me back?"

She didn't answer him. "You already do, Red, I know you do."

"Will you love me back?" she asked in return.

He sighed, then smiled. "One of us has to say it first."

"But what about when you break my heart?"

"I won't Red, I swear I won't."

"I'm afraid."

He rested his forehead against hers, "Me too."

She wrapped her arms around him and snuggled into his chest. She yawned.

He chuckled, "Come on, baby, let's go to sleep."

She looked at him and smiled, "What did you call me?"

"Um, baby?" he asked.

"You never called me that before, its always Luv or Pet or Red."

He disagreed, "Yes, I have. I call you that all the time."

She was confused, "No, Spike, you don't."

He thought about it. He was sure he called her that before, had for a while now. It dawned on him. He lifted her up so her face was even with his, "It's what I call you in my head when we make love."

Her smile lit up the rainy night, "You do?"

"Uh huh."

He put her down and they walked into the house. They went upstairs to their room and separated, he to the closet to put on his sweatpants and she to the bathroom to dry her wet hair and change into her pjs.

He was waiting for her when she returned. He pulled her to him and kissed her forehead, kissed her cheek. Gave her a sweet and chaste kiss on the mouth.

"I'm sorry," he said.

"For what?"

"For this morning. I was trying to show you the difference between what we did last night and -"

"What we had been doing?" she finished for him. "I think I figured that out about the time I finished cleaning the shower."

"No, baby," he corrected. He ran his hands up and down her arms. "I was showing you the difference between that and what you thought we'd been doing."

"Even the first time?"

"Even the first time. I wanted you so bad. I made all kinds of excuses to myself, I thought there was no way you'd touch me unless… unless it was only to give me someone to touch."

Willow grimaced, "I've learned to hate that phrase."

He chuckled, "Me too, Luv, me too." He took her hand and led her to bed then turned out the light and pulled her close.

"Night, baby." She snuggled into his side. "Night, Spike."

He waited hours. Until he was absolutely positive she was asleep. In a deep rem sleep that brought her dreams.

"I love you, Red."

Chapter 11: Treat Her Right

He began a new campaign. One of trying to get her to tell him she loved him. He told Giles they couldn't come by for research because Willow had a headache. Instead, he rolled a couple of demons and took her out to dinner. He held her hand and tried his best to be witty all through their meal.

When they went home, he made love to her. Worshipped her. Spent hours telling her with his body what he couldn't say to her out loud.

The next night at research, he made sure she always had a cold bottle of water next to her and grabbed up the first jelly from the box as Xander returned. He grabbed a napkin and sat it beside her water, ready whenever she felt like having her snack.

They didn't even notice when the others retreated in pairs to the training room to discuss the situation. No one liked it, but no one was especially surprised. Even Xander, with his history of distain for demons, couldn't deny the obvious love Spike had for his oldest friend.

Willow seemed oblivious to his attentions, but they weren't fooled by that either. She was so busy not watching Spike that she hadn't watched any of them coming and going either. She had it just as bad as he did.

When classes started, he spent his days at home without her making sure everything was always perfect for her return. When she studied, he had extra pens, paper, refreshments, aspirin, anything he thought she might need, ready for her. On the nights she had her evening class, he went to the Boarhound, a campus bar, and played poker, saving his money for… something, he didn't yet know what. Something to make Willow fall in love with him.

September and October came and went and still nothing.

Well, not nothing. They still held hands, they still made love. They still had long talks and held each other at night.

But it wasn't enough.

One night, the entire gang decided to patrol together - with their significant others - for old times sake. Spike and Willow were astounded that it wasn't even questioned that Spike was Willow's significant other. She'd been trying to find a way to get him invited along when Buffy handed him his favourite axe.

They'd been through four of Sunnydale's seven cemeteries without a blip on the demon radar when Spike suddenly stopped and held Willow back from the group.

"Wha- "

"I love you."

He'd said it. He couldn't stand it anymore. One of them had to and even if it killed him, he had to know.

"I know," she told him, smiling and crying at the same time, "I love you too."

"I know," he said, and he did. He didn't know why he hadn't been sure before but he was now.

He'd been about to reach for her when the others came running back at them screaming.


Spike pushed Willow behind him and turned and looked.

"Shit. Voslarian beast." He turned to Willow, "Go get the slayer back here," he told her before charging toward the huge grayish blue, scaly… thing. Willow ran and summoned Buffy, telling her that Spike knew what it was and how to kill it.

It took them almost an hour because what appeared to be its mate emerged from the shadows to lend a hand.

By the time they dissolved into grayish blue goo, all six of them were heaving with heavy breaths and resting on nearby tombs or headstones to help them rebuild their energy.

It had been a long, tiring slay.

Buffy licked her bottom lip and looked at Riley. Riley watched her tongue move across that lip with infinite fascination.

Xander leaned into Anya's side and knew the moment her breath changed from weariness to desire.

Spike and Willow looked at each other and didn't notice any change at all. Spike couldn't take his eyes off of her and she was just as fixated on him. They'd both been teetering on the edge of lust since their confession before the demons appeared.

Riley and Buffy, Anya and Xander each made quick excuses and left them standing alone in the cemetery. They didn't notice.

"I can't wait to get you home," Spike said, dropping the axe and moving toward her.

"Me either," she replied, taking a step in his direction.

"I'm going to make love to you for days," he told her, his eyes never leaving her mouth.

"Yes, please," she told him.

"I'm going to take such good care of you, baby."

"Uh huh."

He grabbed her around the waist and lifted her, backing her up until her back hit the hard cement mausoleum.


His hand went to the inseam of her shorts and he ripped it right out. He pushed into her with his chest, holding her in place a foot above the ground as he reached down and unfastened his jeans. Once he was free, his hands cupped her ass, holding her in place for the ride he was about to give her. His mouth descended as his pelvis thrust upward, filling her mouth and her body at the same time.

Her back arched and her head fell back as his mouth moved to her neck. His hands held her as his hips kept pushing her closer to what her body was craving. She wanted to say something; tell him how much she loved him, tell him she'd never be stupid and deny it again. But she couldn't seem to catch her breath. He was pounding into her, knocking her back against the crypt with each stroke, and what little breath she had was being forced out of her every time she hit the wall.

She wrapped her legs around him and held on tight, she didn't care if it killed her, they needed this - deserved it - and she wasn't letting go until they were done.

Spike, for his part, wanted to declare his undying love as well. But he couldn't seem to tear his mouth away from her neck long enough to speak. And the inner dialogue running through his head consisted mostly of, 'Fuck! Love! Bite!'

He'd stop later and curse the Initiative for making him unable to claim her. Well, not unable - but he'd get a migraine that would knock him to his knees if he did it. He felt her veins pulse under his tongue. Her blood, her life. It was his, he wanted it, he wanted her, he wanted no one to ever doubt who she belonged to. He planted his hands on the crypt on either side of her body, getting ready for the pain.

He morphed and sank his teeth into her neck. Her taste burst on his tongue and instead of the killer pain in his head that he'd been expecting, he heard her scream - in a good way - and her inner walls contracted and tightened around him, strangling his dick.

He continued to drink as his orgasm took hold, losing all reason. He was going purely on instinct, higher brain functions had stopped completely. Instinct made his hips pump into her, instinct made his tongue move against her skin, drawing her sweet blood out of her, instinct made his hands push into the crypt wall so hard that the cement cracked.

His brain clicked back on once his semen had left him and taken up residence inside her body. His hands loosened their grip, his fangs withdrew, his mouth and tongue began easing the healing of the wound in her neck. He felt her body, slack against him, begin to fall. He wrapped one arm around her body as the other tucked his dick back in his jeans and pulled the zipper up. He couldn't fasten the button with only one hand, the zipper would have to do.

He shifted her weight, turning her so that she lay in his arms with her head pillowed against his chest and started walking home, fervently hoping that he didn't run into the Slayer along the way.

Chapter 12: Really

Willow awoke to an assault on her senses. The first thing that permeated her subconscious was the smell of cookies baking. But, delicious as that smelled, it wasn’t enough to make her foggy brain rouse completely.

Then there was the nice cool hand moving all over her body. That felt wonderful; in some places, more than wonderful. But it was also very relaxing and so it did nothing to make her brain want to rise and shine.

Then there was the intermittent smell of sulphur. Just as her brain would almost process what that meant, it would stop. Only to come again a few seconds later. Because it never lasted long enough, it didn’t revive her either.

But now - now there was some nasty... something... that kept tickling her nose. She swatted at the fly she assumed it must be, but she didn’t hit anything and the fly seemed to be laughing at her.

Flies didn’t laugh, even a blood-deprived brain knew that, so - very slowly - she made her way toward consciousness.

As she got closer to reality, that cookie smell returned. Followed immediately by the feel of soft lips and skin against her neck. She turned, trying to get closer to that, and the cookie smell was replaced by the smell of... leather? Cigarettes?

"Spike," she purred.

"Mmmm, yeah baby?" he said against a throbbing in her neck. It wasn’t painful exactly, it was more of an uncomfortable feeling that nevertheless made her insides squirm and made her rub her thighs together, trying to get up a little friction between her legs.

Spike knew what she wanted and ran a hand down her stomach and settled it softly on her center.

"I’ll make you better baby, but I need you to drink some juice first."

Well, that was different. Juice? Before he’d... ? It was unique enough to make her open her eyes. A sea of candles seemed to float on every surface of her room. Spike lay beside her in the bed and he had... feathers? Her white feather boa wrapped behind his neck and across the pillow until it reached her chest and crossed her body where the end lie tucked under her.

Her eyes went from the bed to her nightstand, where three glasses of orange juice sat next to a plate of oatmeal cookies. She smiled. "Juice and cookies?"

"You lost some blood, Pet." He smiled. "Didn’t lose it exactly, I took it from ya." His tongue ran over the sore place on her neck and those tingles shot down her body again and she wiggled her hips. His fingers wiggled a little, rubbing against her slit and she sighed.

"Now drink your juice and eat your cookies or no lovin’ for you." He frowned. "Which means no lovin’ for me, so hurry it up." His lips moved back to her bite mark.

Much as she urged him, he wouldn’t go any further than petting her and nuzzling her neck until she’d eaten six cookies and drank two glasses of juice.

"Where did the cookies come from?" she asked.

"I made ‘em," he answered from his spot against her throat.

"You can cook?"

"No, but I remember some stuff me mum made for me when I was a kid. Used to lick the spoon," he said, licking a path down her chest.

A picture of a small, brown haired William formed in her mind. "I’ll bet you were a beautiful baby."

"Not as beautiful as you, baby."

He was planting little baby kisses against her skin. She wound her fingers in the curls forming in his hair.

He pulled the boa loose and sat back on his heels. He ran the soft feathers up her body before wrapping the thing around her neck. He wound each end around her upper arms and then brought the ends up around his neck and tied them together behind him. She didn’t know if it was the soft feathers against her heated skin or the thought that she was tied up to Spike or the heat in his eyes that made her shiver.

"I love you," she said.

He looked up at her and smiled. "Love you too," as he slid back up her body and captured her mouth in a kiss.

His fingertips grazed her neck and those tingles shot to her womb again. She groaned and pulled away from his mouth.

"Please, Spike."

He got a wicked gleam in his eyes. "Please, what, baby? Just tell me what you need."

She wiggled her hips.

He pulled back and looked her in the eyes. "Tell me baby - anything. It’s just you and me. Tell me what you want, I want to hear you say it."

They were playing this game again. She could do this - she took a deep breath. Any minute now.

Spike leaned in and whispered, "There’s nothing to be afraid of. I got you, not gonna let you fall. Just you and me and you can say anything to me. It’s not bad, its not dirty - okay, maybe a little naughty, but it’s the fun kinda naughty. I love you, baby. Tell me what you want."

She felt her insides open up and spill out. She could do this with him, he’d keep her safe.

She blushed a deep crimson but said, "I want you fuck my cunt with your cock, Spike" repeating the phrase he’d told her to say all those months ago.

His eyes drifted closed and his body shuddered. She felt him grow hard and heavy against her abdomen. She’d done that! With just her words and her voice, she’d affected his body so dramatically.

He centered his weight on his elbows and slid home. "Fuck!" he moaned, feeling her heat surround him.

"Mmmm," Willow said behind closed eyelids. When she opened her eyes, he was looking down at her like she was something precious. He was moving in her, slow and gentle, as if afraid she would break.

She gathered her courage and whispered, "Oh, yeah, Spike. Fuck me, baby. Fill my pussy."

His eyes heated and his jaw tightened and his thrusts gained a little momentum.

"That’s it. Fuck me hard, baby. Love to feel you, feel your cock inside me."

He grabbed one of her ankles and wrapped her leg around his waist. Went a little deeper.

"Want you to eat me later, baby. Want you to eat out my pussy, lick out your cum."

He was panting now. He lifted the other leg and wrapped it around his waist as well.

"I’m not gonna break. Ride me, Spike. Ride me hard." She scraped her fingernails up his back. "Fuck me to death, baby. Rip me in two."

His jaw solidified and he pulled back onto his heels. Closed his eyes and surged his hips forward. He was doing it, he was going to break her, she knew it. Her body and her brain were being pushed further than she’d ever been before. She was having one orgasm after another. She was nearly incoherent, but she didn’t want to give up this little bit of power she held. So as he continued to pound her insides into jelly, she panted out words between his animalistic grunts.

"Fuck me, baby."


"Make me bleed."

His face changed and he roared, arched his back and pushed into her one last time and she felt the burst of liquid fill her. His whole body was rigid, posed above her, an animal lost in carnal pleasure.

He fell forward onto her, exhausted. He barely managed to catch himself with his arms. She wrapped her arms around him and pulled him to her, running her hands over his neck, his back, his face. He was shaking, trying to get himself back under control.

"Shh," she whispered. "It’s all right, Spike. I’m fine." Her voice was soothing him and he finally got the demon mask to melt away. "Mmm, Spike, that was wonderful. It’s okay. You all right, baby?"

He nodded against her chest, not trusting his voice yet. His arms wound around her and he held her impossibly tight. After a few moments, he loosened his hold and fell to her side. He crawled up to his pillow and lay on his back. He pulled her body until it lay atop his. She snuggled in close, head pillowed on his chest.

His fingers ran through her hair and he examined the colour in the candlelight. Finally he said, "You shouldn’t do that Luv."

She didn’t ask what he meant. "I trust you."

"Maybe you shouldn’t. ‘m not human, Red. Don’t got a human conscience."

She folded her hands across his chest and rested her chin atop them, looked up at his face.

"Were you thinking of hurting me?"

He admitted that he hadn’t been.

That seemed to settle it for her.

"That doesn’t mean I won’t."

She thought for a minute.

"Okay, gut reaction. If you accidentally hurt me and I was dying, what would you do?"

"Turn you," he said without thinking.

"And?" she said quickly.

"Keep you," was his next quick answer.

She looked up at him and smiled. "Really?"

He looked down and grinned at the happy smile on her face. He trailed a finger across the soft skin of her cheek.


The End