Title: Quiet Rebellion
Author: Elisabeth
Email: dragonydreams@yahoo.com
Website: http://www.dragonydreams.com
Rating: NC-17
Pairing: Willow/Spike
Summary: Willow does something unpredictable.
Disclaimer: I claim no ownership over these characters. I am merely borrowing them from Joss et al.
Distribution: Me, WLS, Wic, NHA, anyone else - please ask.
Feedback: Yes please! Thanks: To my wonderful beta Leslie for all the support.

See Awards this story has won.

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Willow sat on the couch in the student lounge, killing time and hoping to see Buffy. She hated how distant they seemed to be at the moment, now that Faith had become Buffy's new best friend. How could she compete with the vivacious new Slayer? Should she even bother to try?

Willow looked up as she saw Buffy come out of a classroom with Faith. Faith headed out of the building and Buffy came over to her.

"Hey," Buffy opened.

"Hey. Where's Faith? I-I saw her around. Figured you two were gonna go kill some more nasty stuff."

"Not right now. I-I, um, I think she bailed."

They both started talking at the same time, "Willow, I was won..." "Actually, I'm..."

Buffy let out a deep breath. "Um... You go ahead."

Willow put her book away. "I'm late. I-I'm meeting Michael. The warlock guy? We're still trying to de-rat Amy."

"Okay." Buffy smiled.

They both sat there for a minute, both desperately hoping that the other will say something to get them back on track.

Eventually Willow stood. "So see ya."

"See you." Buffy mumbled.

Willow headed straight for the nearest bathroom. As soon as the stall door closed she took a shuddering breath, fighting back tears. Once again, she marveled at how strained her friendship had become.

She pulled her feet up as she heard Cordelia and her groupies enter the bathroom.

"Come on," Harmony pleaded. "What bad could happen by going to this new club?"

"You're joking right?" Cordelia mocked. When she was met with vacant stares she continued, "The number of reasons why this is a bad idea are so numerous I'm not even going to begin to tell them to you."

Harmony opened her mouth to try a different approach, but Cordelia continued speaking. "I mean, do any of you want to wake up in a public bathroom lying in a pool of what you hope is your own filth?"

She was answered by several grossed out facial expressions accompanied with, "Eews."

"Because if you do, then going to a strange club with a fake ID with a group of guys you barely know could definitely lead to that happening." In a barely audible voice she added, "And I should know."

Willow shivered in her stall at the mental imagery she now had and patiently waited for Cordy and the Cordeliaettes to leave. Once she was sure the coast was clear she splashed some water on her face and headed to her house to meet Michael.

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

They got their supplies all set up and took Amy out of her cage.

"Do you really think it's gonna work this time?" Michael hesitantly asked.

"I certainly hope so," Willow said with as much conviction as possible. In truth, she had her doubts. "I just really wish she'd taught us this spell before she used it on herself."

"Tell me about it." Michael lit the incense and the herbs caught on fire.

Willow took one last look at Amy and incanted, "Hecate, I conjure thee to withdraw. Goddess of creatures big and small, I hereby license thee to depart." She extinguished the incense and looked expectantly at the Amy-rat.

Amy sniffed the air and then started running around the room in a figure eight pattern, occasionally doing back flips, before she settled on chasing her tail like a dog. When she was worn out she just collapsed, twitching her nose.

Willow sighed and gave Michael an apologetic look.

"You okay Willow," he asked as he packed up his supplies. "You seem more disappointed than usual, if you don't mind me saying."

"It's nothing important. I've just been feeling a little useless lately. This certainly didn't help today." She gestured to Amy and the used spell ingredients. "I just feel like I need to make a change or something."

"Change is good, or in Amy's case, not so good. I'm sure things'll work out with Buffy. Just give her some time."

"Thanks." Willow walked Michael to the front door before heading back to her room to try to figure out what she did wrong with the spell this time.

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

A week passed and Willow's feelings of inadequacy magnified. Little did her friends know that when she gave her dramatic, "Maybe I'll change my look! Or cut class. You don't know," speech that she had already done something unexpected. She smiled to herself whenever she thought about it.

She was foolishly out walking that night, not wanting to go through with doing Percy's homework for him. 'Stupid Snyder,' she thought to herself, kicking at a pebble.

She didn't even notice the DeSoto with blackened windows pull up next to her, nor the familiar blonde vampire hungrily watching her.

Once Spike had realized that nothing he could do would bring Drusilla back he decided to see about seducing Willow. She may not be a crazy vampiress, but there was something about her that called him back to Sunnydale. He figured that it was the way she had stood up to him, even tried to comfort him, while he was threatening to kill her and her boy toy. 'Yeah, that's it, she has moxie,' he thought to himself as he once again debated what he was doing back in this dreaded town.

He silently got out of the car and crept up behind Willow. In his most sinister tone he said, "Hello there little girl."

Willow jumped and turned around. "S-Sp-Spike," she spluttered. She looked around the empty street, and knew that there was no way she was going to get away unless he let her go. "What do you want?" she demanded nervously.

"What do I want?" he repeated, sauntering towards her, thumbs in his pockets. "That is an excellent question." He ran his eyes over her body, making it perfectly clear what he wanted. "What do I want?"

"Th-that's what I asked you." Willow slowly backed away from the advancing vampire. She didn't like the way he was looking at her. At least that's what she told herself. "Did you find Drusilla?" she asked, trying to stall him.

It worked, momentarily. Spike paused, a shadow crossing his chiseled features. "She's gone, I thought you knew that." He started advancing again, herding her towards the car. "I was all set to go after her when I left here the last time, but after driving for a while I told myself that I shouldn't have to do anything to make her want me again. Let her unlive without me for a couple of months and she'll be crawling back to her dark prince." He smirked, "Which leaves me free to do whatever, or whomever, I want in the mean time."

Willow opened her eyes wide, realizing just what his intentions were. And here she was hoping that she was just going to be a meal. Apparently Spike wanted more than that from her.

"Well, I'm not, free. Oz and I got back together after the whole Xander thing. He's completely forgiven me. Yup, that's me, part of a couple."

"You're lying. Why would the wolf take you back after cheating on him? I did some checking, I know that he is with that groupie now." Spike closed the distance between them, trapping Willow against the car with his arms. "Wanna take a walk on the wild side?"

Willow's heart pounded in her chest. She shouldn't be here. She shouldn't want to be here. And yet... rebellion was welling up inside her. Anger and hurt at her friends' expectations rose in her mind. She'd show them faithful and reliable.

Willow relaxed against the car. She met Spike's eyes as hers took on a mischievous quality. She slid her arm up his chest and around his neck. "I'd rather run there."

Spike blinked, amazed at the change in her demeanor. He shrugged once and dove down to claim her smile-quirked mouth. His tongue demanded entrance and Willow eagerly granted it. He pulled her close to his body and reached down to open the car door, vaguely aware that they were standing on the side of the street.

He broke the kiss to push Willow into the car and she scooted in, grinning all the while. Spike practically pounced her as he joined her in the car. As soon as the door was closed Willow attacked his mouth. She couldn't believe what she was doing and forcibly shut down her brain. She didn't want to think anymore. She was always thinking. Right now, all she wanted to do was feel - Spike.

Spike rested his hands on Willow's waist. He slipped them under her fuzzy pink sweater, relishing in the feel of her warm flesh. His thumbs ran over her belly. On one pass he felt something metal.

He pulled back from the kiss to gently lift her top enough to reveal a couple of inches of flesh. "What have we here?" he teased, running his thumb over her bellybutton ring.

"What?" she innocently asked. "You've never seen anyone with a pierced bellybutton before?"

"'Course I have," he insisted. "Just wouldn't have expected to find one on you."

"Surprise," she purred, licking his cool neck before proceeding to nibble on his ear. Spike growled at her actions and reluctantly pulled away from her hot mouth. He lay her down on the seat, and rucked up her sweater. He lowered his head to her belly and planted a wet kiss over her bellybutton. His tongue dipped into her innie and lifted the ring into his mouth. He gently tugged at the ring with his teeth, eliciting a gasping moan from the girl beneath him. Willow tangled her hands in his hair, encouraging his actions.

Spike pushed the sweater further up and Willow lifted it over her head. Once again she heard that little voice in the back of her head screaming at her that this was Spike and she shouldn't be doing this. Once again she told it to shut up. It just all felt too good to stop.

Spike kissed his way up her belly, his hands covering her cotton-covered breasts. Willow arched her back so that he could slide his hands under her back to unhook her bra. He lost no time doing just that. Spike took a moment to enjoy the view of the topless redhead before him, grinning all the while.

In a flash he had engulfed a breast in his cool mouth, the temperature change causing her nipples to pucker. Spike nibbled on the hardened flesh, loving the noises Willow was making. He'd had no idea she would be so responsive. How he loved it when he was wrong!

His hand alternated from pinching Willow's other nipple with running down her torso to flick at her navel ring. Eventually he kissed his way across the valley between her breasts to the other one, giving it equal treatment. His other hand resumed doing what its partner had done before, traveling up and down her body.

When his hand moved down over her hip and down her thigh Willow's eyes popped open. She stiffened slightly causing Spike to chuckled low in his throat. The reverberations around her breast momentarily lulled Willow back into the sensual haze she had been in. But when his hand began moving back up, under her skirt, Willow sat bolt upright, pushing Spike off her. His chuckle turned into full blown laughter.

"Aww, come on," he drawled, running a hand up her leg. "We were just getting to the good part."

"No. No we weren't," she insisted, reaching under the seat to find her sweater. Her hand touched something metal and she realized that it was a pair of handcuffs. She shoved them further under the seat, hoping that Spike wouldn't remember they were there and quickly pulled her sweater back on. "Look, thanks Spike for... this. But I've gotta go. Buffy's expecting me and you know she'll come looking for me if I'm not there."

"How could I forget about the Slayer?" Spike said to himself. To Willow he said, "Alright, tell you what." He leaned forward in a conspiratorial tone. "I'll let you go find your Slayer, but this isn't over." He trailed a hand down her throat, between her breasts and over her ring.

Willow shuddered involuntarily. "Okay," she breathed.

Spike smirked as she crawled out of the car on wobbly legs. He pulled out a cigarette and lit it with the car's lighter. "This visit's looking up already." He sped away in the car, leaving Willow to look after him.

She gathered her wits and headed for the school. She needed a familiar place right now to bring her back to reality because what she just experienced was by no means anything that resembled reality. She knew the gang thought that she'd be at home right now, but she didn't think they'd mind her popping in to say hi.

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

Part 2

Spike watched the assembled group from the shadows of the factory. He was very interested in the vampire version of Willow. He had, literally, done a double take when he saw the two of them together.

'So that's what Red'd be like as a Vamp,' he thought. 'Bet those friends of hers can't see the similarities 'tween them, 'side from the physical ones. But after tonight... yeah, I can definitely see it.' He gave Vamp Willow an appreciative once-over, a wonderful idea forming for his next encounter with Willow. He ducked out the back before anyone could notice him. He had a lot of work to do.

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

Willow caught sight of Spike hiding in the shadows as she nervously waited to send the vampire version of herself back to wherever she had come from. She fiddled with her sweater as Buffy expressed her hesitations about letting Vamp Willow roam free. Willow relaxed when she saw Spike sneak off.

"I just can't kill her," Willow insisted. She now had a whole new appreciation for vampires after her time with Spike earlier that evening. And this one looked like her! She really wasn't as offended as she pretended to be at her vampire-self's wandering hands when she hugged her good-bye. One more thing to add to her growing list of things to keep secret and explore.

She was kind of surprised at how good it had felt wearing the leather outfit of her doppelganger. And the appreciative looks the guys had given her... Wow. It was as if wearing the costume somehow made her braver, less inhibited, able to try to fool a bunch of vamps waiting to start a feeding frenzy – as had Spike's attentions.

Buffy and Xander insisted on walking her home after the ritual was over. They were both still slightly in shock after her near-death experience and needed to know that she wouldn't be turning into a vamp for real any time soon. Rather than cause a scene she let them, figuring that she could find Spike later.

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

Willow had to wait until the following night before she saw Spike again. She had let Buffy drag her out to the Bronze to let loose a little after the previous night's events. She was completely conflicted. A part of her wanted to do as she had told Buffy that morning... do homework, floss, die a virgin. But another part of her wanted to explore her darker side – the side the vamp version of her took to the extreme – but was there, lying dormant, waiting for something, or someone, to bring it out. And now there were two someones – Vamp Willow and Spike.

This was where he found her... on the dance floor, bouncing around with Buffy to some upbeat pop song. She took a break as a slow song come on and headed over to one of the couches to take a rest. Spike came up behind her, leaned in close and whispered in her ear, "Hello, pet." He stood back with a smug look in place when Willow jumped in her seat, then stood and turned to face him. She instantly relaxed when she saw it was only Spike.

"Spike, what are you doing here?" she asked, nervously looking around to make sure Buffy couldn't see them together.

"Looking for you, of course." He trailed a hand down her neck and between her breasts.

Willow's heartbeat picked up at the sensual caress. She took a deep breath and tried to get herself together. They were in public after all.

"What do you want now that you found me?"

Spike raised an eyebrow and gave her a knowing look. He chuckled at Willow's blush. "Come with me, I've got a present for you."

"Really?" she excitedly asked. "What is it?"

"Now what would be the fun of me telling you that?"

"B-B-Buffy," Willow suddenly exclaimed. Spike spun around looking for the slayer, then cast an accusatory look at Willow. "Sorry, didn't mean to scare you. It's just, I came here with Buffy, so I can't just leave here with you."

"That all? Pfft. Just tell her you're sick or something and you found someone to give you a ride home."

"She'll never buy that."

"Well tell her something. I'm not going to wait around all night. Meet me outside in five minutes or I'm leaving without you." Spike pulled her further into the shadows and kissed her hard but quick, then spun and left without a look back.

When she caught her breath Willow went in search of Buffy. Even though she hated lying to her best friend, and rarely did it convincingly, she told Buffy that she didn't feel well and she found someone she knew to take her home. Of course, Buffy insisted on taking Willow home herself, but Willow was able to convince her to stay and have fun. Then she ran to make sure Spike hadn't left without her.

Spike was in his car with the motor running when Willow yanked the door open and hopped in with a pleased smile on her face. Spike took one last hit off his cigarette and tossed it out the window as Willow said, "You haven't greeted me properly yet." She crawled the short distance across the seat and kissed Spike, sliding her tongue into his mouth.

She was being much more forward than Spike had expected, but he wasn't about to complain. He roughly grabbed her and pulled her onto his lap, delighting in her squeal of surprise. Her fingers tangled in his hair as he slid his hands under her top, flicking at her navel ring. She gently bit his bottom lip, then licked it as she pulled back.

Looking directly in his eyes she asked, "So where's my present?" Spike, lips curled in an evil grin, shifted in his seat so that she could feel his arousal. Willow shook her head, "Uh-uh. I want the present you promised me inside."

"How d'you know this isn't what I was talking about?" He countered.

"'Cause I got the distinct impression that you were talking about something tangible." Spike raised an eyebrow. "Something I could take home with me." She clarified.

"Bugger it, it's in the back seat." He conceded. Willow started to reach over the back, but he firmly held her in place. "I didn't say you could have it just yet." Willow pouted so he continued. "Wait till we get inside."

Still pouting Willow slid off his lap and into her own seat. "Fine, just hurry up and get there."

Spike put the car in drive and sped off. Willow left a hand on his thigh as he drove, encouraging him to break a few speed limits in order to get to his new crypt.

Willow couldn't believe what she was doing. She was coming on to Spike in a major way. She was emboldened by her vampire self. She had just come face to face with her death – or at least the loss of her humanity – and it made her realize just how short life can be. And here she was being presented with a rare opportunity to explore her sexuality. So who was she to turn it down, even from Spike? Besides, vampire fact aside, he was sexy. Willow could hear her vampire self whispering in the back of her head, "Wanna be bad?" every time she looked at Spike. And she wanted to scream back, "YES!"

Before long Spike screeched to a halt at the entrance to a cemetery. He grabbed the box out of the back seat and opened his door. Willow slid out of the car and made her way over to Spike. She reached for the box but he pulled it out of the way. He leaned down and kissed her neck before promising, "Just a bit further."

He took Willow's hand and guided her to a large crypt. Willow hesitated briefly, the enormity of the situation dawning on her. She was about to enter the crypt of a very dangerous vampire – one who had tried to kill her before. What if he was really only interested in her as a meal or because she was the Slayer's best friend. What if he was just lonely and wanted *someone* and she was the first person he saw. But he had seemed so attentive and interested.... She shrugged it off and followed Spike in.

Willow wasn't expecting what she saw inside. There were candelabras all over the room, which Spike went around lighting as Willow took in the room. There were a couple of comfy chairs off to one side facing a TV and a large bed taking up much of the room. Willow idly wondered how he got electricity to power the TV, but pushed the idea out of her head when she noticed Spike watching her.

"So can I have my present now?" she quietly asked.

Spike sauntered over to her and wrapped her in his arms. He leaned his head down close to hers, looking into her eyes, his mouth inches from hers. "Yeah, I suppose so." He guided her over to the bed and sat her down before reverently placing the wrapped box on her lap.

Willow lifted the box, shaking it to see if she could guess at what it was. Spike just rolled his eyes, his anticipation level almost as high as hers. Just when he thought she'd changed her mind, Willow ripped off the paper and opened the box.

"Oh, Spike," she excitedly exclaimed, with a blush. She pulled out the dark green velvet bodice and a short black leather skirt. "They're even my size, how'd you know?"

Spike bowed his head. "Well, when Dru was sick she wasn't really up for shopping, so I became pretty good at figuring out what would look good on her. I think that'll look great on you, pet."

Willow shook her head. "I-I couldn't. It's way too sexy for me. Way too bold."

"Nonsense. You *are* sexy with the clothes or not." Willow's blush deepened. "I saw how you looked at that vamp version of you last night. Now don't tell me you didn't like her outfit."

Grudgingly she admitted, "I did. It was kinda fun to wear it, a bit binding, but other than that..."

"Hold up. You actually wore that chit's clothes?" Willow nodded. "I am very sorry to have missed that."

"I looked pretty much the same as her, just not so pale and breathing and all."

"So, you gonna try on your new clothes for me or just hold them all night?"

"You want me to change here?" Willow nervously looked around the one room crypt they were in.

"'S not like I want you to go home and try them on." He saw her looking around the room and realized her hesitation. "Look, I can wait outside if you want."

She nodded, "Yeah, thanks."

Spike left and stood guard outside the crypt, smoking, while Willow hurriedly took off her clothes and put on the new ones. She was right; they were a perfect fit. The bodice closed with a line of buttons and loops up the front and the leather skirt ended mid-thigh. She wished there was a mirror in the crypt so that she could see how she looked, but seeing as how Spike really had no need for one she didn't think she'd fine one. Once she folded her old clothes and set them aside she called out to Spike that he could come back in.

Spike casually opened and closed the door before looking at Willow. She was standing all huddled in on herself, waiting for his disapproval. Instead what she got was an appreciative whistle. She relaxed a bit, settling her shoulders, which inadvertently pushed her chest out.

"My, my, you look... amazing." He walked up to her, running his hands over the velvet and she shivered at his touch. "Too bad you won't be wearing them long."

Willow looked up to his face, ready to protest, and was surprised to see the lust in his eyes. She still had a hard time believing that it was for her, but no one else was here.

"You seem awfully sure that you'll be getting me out of them," she teased.

"I'm betting that you're gonna be the one taking them off, luv."

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

Part 3

Willow nervously started to back up as Spike stalked towards her. She wondered again how she had gotten to this point. It was one thing to remove her top in the heat of the moment, or to change when Spike was out of the room - but she wasn't all that sure that she wanted to be naked in front of him.

Willow stopped when the backs of her legs hit the bed and she automatically sat down. Her eyes widened and she felt like a trapped animal. This probably had something to do with the lustful, predatory gleam in Spike's eyes.

Spike shucked off his duster and tossed it over a sarcophagus, never taking his eyes off of Willow. He could smell her fear and it excited him. What excited him even more was the undercurrent of her arousal.

When he reached the bed he placed an arm on either side of Willow, making her feel even more trapped. She reclined on her elbows, trying to keep some distance between them. Spike closed his eyes and breathed deeply - relishing the sound of her increased heartbeat and the sound of her blood rushing just under her skin as well as the overwhelming scent of HER.

Spike opened his eyes and swept them along the scantily clad form beneath him. When he returned to her eyes he was pleased to see more lust than fear in them. He leaned in close and in a voice of pure seduction promised, "Don't worry, pet. I won't do anything you don't want me to." He cut off any possible reply by taking her mouth in a hungry kiss.

Willow's eyes briefly widened even further at the intensity of the kiss. Never before had she been kissed with so much passion - and it thrilled her to the core. Any further thoughts of protests vanished as she kissed Spike back. Sitting up a bit to free her arms, she wrapped them around Spike - one around his waist and one in his hair - and pulled him down on top of her. She started to pull his shirt from his pants.

Spike pulled back allowing Willow to catch her breath, taking a few unnecessary ones himself. He gestured with his head towards the pillows at the head of the bed. Willow nodded and slid back to them, the leather skirt making it easy. She watched with hungry eyes as Spike hurriedly removed his boots before crawling up the bed and over her.

Willow stopped him before he could kiss her again and a look of confusion crossed his face. She placed her hands on his waist and started to slide his shirt up his body, very slowly. The slow movements of her warm hands against his flesh were pure torture. Spike pulled back and yanked the t-shirt over his head. Willow slipped her legs out from under Spike and rose to her knees in front of him. Hesitantly, she placed her fingers on his bare shoulders. Her gentle touch sent a shiver down Spike's spine, but he tried to hide it.

As her fingers leisurely began to move down his chest he asked in a tortured whisper, "What are you doing, Red?"

"Exploring," she replied in a voice full of innocence, contradictory to her actions.

Spike sat on his heels, allowing Willow to "explore". He closed his eyes as she finally reached his abs, running her thumbs over the well-defined muscles. He almost opened his eyes when he felt her hands leave his body, then inhaled sharply, clenching his jaw, as he felt her breath over where his heart would be. He felt her hands again, this time on his back. She ran her fingers up his spine then grasped his shoulders, her mouth still hovering an inch from his chest.

Spike growled low in his throat, almost a purr, when Willow finally extended her tongue and ran it from his 'heart' to his neck. She spent the next several minutes alternately laving his neck with her tongue, kisses and little nips with her teeth. Spike wanted to hold her, press her body to his, but he found that his limbs would listen.

Willow was extremely pleased with the whimper that escaped from Spike when she pulled away from him. His eyes opened, searching for her. He was about to ask her why she stopped when she ordered, "Lie back." He raised an eyebrow at the demand, smirking as he complied.

Spike placed his hands under his head and watched as Willow straddled him. He saw the color rise in her cheeks and spread to her chest when she felt his arousal. His smirk grew at her embarrassment to the reaction she had provoked from him. He watched with fascination as she composed herself.

She walked her hands up his chest until she was lying on top of him. She placed her hands on either side of Spike's head and leaned down to kiss him. Spike raised his head to capture her lips, but she pulled back. Once again, in a falsely innocent voice she asked, "Aren't you going to touch me? Or do I have to do all the work?"

"Oh I'd say you're doing a fine job on your own. But if you insist..." Spike wrapped his arms around her, pulling her even closer to him as he crushed his lips against hers. Willow melted in his arms allowing him to guide this kiss.

When he tried to roll them over Willow broke the kiss and started to trail kisses down his torso. "Uh-uh," she admonished him from somewhere near his right nipple. "I'm still playing." She flicked her tongue over his already-hard nipple, then took it in her mouth, eliciting a groan from Spike. She slid her way across his chest to pay equal attention to the other side.

Spike stared up at the ceiling wondering what had happened to the sweet innocent girl he was trying to corrupt. He'd suspected that there was a fire inside her to rival the color of her hair. He never expected it to be this fierce. His thoughts were cut off by her lips running along the line above his jeans. He raised his hips to encourage her to go lower.

Instead Willow re-straddled his waist and ground down onto him. They both moaned at the contact and Spike was surprised to find that she wasn't blushing this time. In fact, she had a decidedly feral look in her eyes.

Once again Willow ran her hands from Spike's shoulders down his chest. She briefly ran her fingers over his erection before trailing her hands up her thighs, over the skirt. She continued up the velvety bodice, cupping her breasts as she passed them, up to her shoulders, along her neck and into her hair. She rocked her hips as she completed her ascent, drawing Spike's eyes away from her hands.

Spike gasped when he looked at her face again. Gone was the girl he had brought into his crypt. In her place was someone much more self-assured. He briefly wondered if this was the Vampire Willow he had seen the night before. The heat radiating from her body convinced him that she was indeed human. He watched her, trying to guess what she would do next.

Willow ran her hands back down the sides of her neck and between her breasts. She ran her fingers back along the cleavage provided by the bodice and toyed with the top button.

She was teasing Spike and she knew it. She couldn't explain the power she felt right now. She knew that it had something to do with the glazed hungry look on Spike's face. Or perhaps it was simply because he was letting her play and explore. He thought that she was sexy and she could feel how much he wanted her. She hadn't wanted to believe that she could be as sultry, as sexually playful as her vampire-self. Yet here she was, straddling a master vampire, unbuttoning the clothing he had gotten for her.

Willow began to slowly work her way through the rest of the buttons. When the last one was freed she held the material to her body and asked Spike, "Why are you being so nice to me?"

Spike blinked and pulled his eyes away from the hint of flesh showing between the edges of the material to look at her face. "What's that?"

"I asked you why you're being so nice to me. Letting me play and all."

He ran his hands along the exposed skin of her thighs. He considered giving some snide remark, but didn't want her to get up and leave. Instead he shrugged, "Looked like you could use some... fun."

Willow slid her hands up along the opening, separating the material a bit more. When she reached the top she slid it off her shoulders. Spike grasped her thighs tightly as she revealed her bare breasts. She crossed her arms over her chest, hiding them from view and Spike glanced at her face to see if she'd changed her mind. What he saw was a look of pure mischief and want.

"Hey Spike," Willow huskily whispered, "wanna play?"

"Bloody hell yes," he breathed.

Spike surged up, capturing her lips in a bruising kiss as his hands moved hers to his shoulders. He then covered her breasts with his hands. Willow gasped into his mouth at the difference between warm hands and cool ones. She instantly decided that it was a welcome variation. His cool skin was a perfect balance to her over-heated flesh.

She couldn't hold back the moan that escaped when Spike moved to rain cool, wet kisses down her throat. He paused to suck at the skin above the pulse in her neck. He grazed blunt teeth over her neck and shoulder, tempted to sink his fangs into her, but knowing that the time wasn't right... yet. He slid his hands around to her back, supporting her as she leaned away from his body, as he moved his kisses to her chest.

Moments after Spike enveloped a breast in his cool mouth Willow rocked hard against him and cried out his name. Spike grinned around her breast, reveling in the heat emanating from between her thighs. With one last lick across her nipple he pulled back.

"Like that now, did we pet?" he grinned.

"Oh, yes," Willow breathed. She slid off Spike's lap to lie on her back. "Just give me a second to catch my breath."

Spike waited a beat, lip curled in a half smile. "One," he said before engulfing her other breast.

"Spike," Willow half scolded, half moaned, clutching his head to her body.

 

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

Part 4

Willow woke up feeling a slight chill. She pulled the covers further up her body, and then she tried to pull down the sleeves on her nightshirt. She sat bolt upright as she realized that she was topless in bed. She looked around the room, growing more nervous. She wasn't in her bedroom – it looked like she was in a... crypt. What could she be doing in a crypt half-naked?

She heard a noise and cautiously looked next to her. The blood drained from her face as she saw Spike, also topless, blindly reaching into the space she had recently vacated.

Willow quickly crossed her arms over her chest as Spike rolled onto his back. He opened his eyes, idly running a hand over his chest. "Mornin' Red."

"G-good morning... Spike." Willow glanced around the room, the darkness making it difficult for her to judge the time. "W-what time is it?"

Spike reached across her body to pick up an alarm clock off the night table. He held it up for Willow to see – it was just after 8am.

She reached under the covers to make sure she still had the leather skirt on and audibly sighed with relief to find that she did, causing Spike to smirk. She tried to slide out of the bed but Spike reached out and pulled her back down on top of him.

"Going somewhere pet?" he asked.

"School. I've gotta get ready for school." Willow tried to push herself away while keeping her chest covered. It wasn't working very well. Especially with the way that Spike's arms were wrapped around her.

"Don't I get a good morning kiss?" Without waiting for an answer Spike raised his head and captured her lips in a hungry kiss. Willow forgot about her naked chest and slid her hands into Spike's already mussed up hair. She was quite breathless by the time Spike let her up for air.

He rolled them over, effectively trapping her beneath him. "Now what's this 'bout school?" he asked, lowering his head to lick and nibble on her neck.

"School?" she dazedly repeated. Her eyes widened again, "Oh right, school. I should probably go there." She didn't make any attempt to move, much to Spike's pleasure.

"You know..." he started to caress a breast with his hand. "You could always call in sick."

"Sick?" she repeated again. "But I'm not sick." Willow began running her hands along Spike's chest. 'Well,' she amended to herself, 'maybe a little mentally ill to be here with Spike like this.'

"True." He agreed. "But you did tell the Slayer that you weren’t feeling well last night. So she'll believe you if you say that you stayed home because you still felt ill."

"But..." she started to protest again. She was cut short by Spike taking her other, until-now untouched, breast into his mouth. "Okay," she breathed.

Spike smiled around the flesh in his mouth. That was easier than he thought it would be. Not only was this 'good girl' writhing beneath him, but she was readily expanding on the lies she told the night before. She didn't even protest the lying.

He pulled away abruptly and got off the bed, leaving Willow panting. He tossed her the clothes she had arrived in. "Best go find a phone then."

He searched his duster for a cigarette and lighter. He watched the confused girl as she hesitantly got dressed under the covers. The transformation back into the shy nerd was remarkable.

Willow stood and silently put on her shoes. She was at a complete loss at what to do. A minute ago Spike was in bed with her, making her feel really good. Now he seemed perfectly content to just smoke. Had she done something wrong? Was he only humoring her and really wanted her gone?

She finally looked at him when she was fully dressed. "So where's the phone?" she quietly asked.

As fun as this was, Spike wanted her to come back and not run away once she was out in the sunlight, where he couldn't follow. He reached into his pocket and handed her some change and a few dollars. "If you go right when you leave the cemetery there's a convenience store about a block away. They've got a phone there. And pick up some stuff for breakfast. You're probably starving."

Willow blinked at the money in her hand, and at his words. He really did want her to come back. A slow smile lit her face at that realization. She swiftly closed the space between them and pulled Spike down into a kiss.

"Be right back," she grinned as she bounced out of the crypt.

Spike dumbly gazed after her, again amazed at the transformation in Willow. This was going to be a very interesting day.

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

Willow returned to the crypt, carefully opening the door only wide enough for her to slip in, trying to minimize the amount of sunlight she allowed in with her. Spike was sitting in one of the chairs watching something on the television. He didn't turn when he heard the door open, knowing that it would be Willow.

"Started to think you weren't coming back," he teased.

Willow walked over to sit in the other chair, apologizing, "Sorry. I figured that I should call Giles as well as the school to let him know I wouldn't be in today. Then I had to convince him that it wasn't anything serious and I'd see him on Monday. He sounded kinda skeptical, but didn't press too hard. At least I didn't have to talk to Buffy and Xander. Although I should probably be home by the time school lets out 'cause they'll probably stop by..."

Spike rolled his eyes somewhere in the middle of her explanation, sorry that he had brought it up. He was only being polite, which he realized was a mistake. He pushed himself out of his chair and was pressing his lips to Willow's before she realized that he had moved, silencing her.

"So what'd you get for breakfast?" he asked when he sat back down.

It took a moment for Willow to process the question. She reached for the plastic bag and dumped the contents onto the table between the chairs - a banana, Pop-tarts, a small bottle of orange juice and some mini-donuts. "I wasn't sure if you'd want anything, but you're welcome to share." She grabbed the orange juice and Pop-tarts and started to eat.

"Nah, thanks though." He turned back to the TV, watching Willow out of the corner of his eye. He started watching her more that the program when she picked up the banana. He noticed the slight blush rise on her cheeks as she unpeeled it, almost caressing it.

Willow knew how uncomfortable Xander always gets when she eats bananas and had asked her not to do it in front of him anymore. She was curious to see if it was just Xander being Xander or if it was a guy thing. It never occurred to her that it was how she ate the banana, since this is how she had always done it.

She began nibbling the sides of it, making sure that it was fresh on all around. Tiny nips down to the peel then back up the other side to the top. The banana had still been a little green so she took the top into her mouth and sucked on it, trying to soften it with the heat of her mouth. Spike was instantly hard and barely contained a growl. A whimper escaped and he shifted uncomfortably in his seat when Willow finally bit into the fruit and began to chew.

She turned her head, mumbling around the food in her mouth, "You 'kay?"

"Fine," he croaked. "Why wouldn't I be?"

"You made a noise."

"Did not," he tried to deny. He reached over and took the banana away from Willow as she moved to take another bite, setting it down on the table.

"Oh," she blushed. 'Nope, not just Xander,' she thought.

Spike kept hold of her hand and pulled her over so that she was kneeling in front of him. "Just thought you could be using your mouth for something else." He promptly took her mouth in a fierce kiss.

Spike held Willow's face in his hands as he guided the kiss, sweeping her mouth with his tongue. Willow was gripping his shoulders in an attempt to keep herself upright, thankful that she was already on her knees, because this kiss was making them weak. She had to agree that this was a much better use for her mouth.

Willow reluctantly pulled out of the kiss, needing to breathe and Spike trailed his mouth over her jaw up to her ear then down her neck. He grew even harder as he nibbled and sucked at her pulse. He could feel the blood rushing through her and her increased heart rate. Willow moaned at his ministrations, running her hands over his chest and thighs.

Spike captured one of her hands while it was on his thigh and moved it to his denim-clad erection. Willow's eyes grew wide and she tried to pull her hand away but Spike held it in place, using her hand to rub him through his jeans. Realization struck Willow that *she* did this to him. No wonder Xander objected to her banana eating. She moaned and squeezed him on her own.

Spike pulled back to watch Willow's face as he moved both hands to his belt. Her eyes were slightly glazed with lust and excitement. He kept their eyes locked as he slowly unbuckled his belt and then opened the button and unzipped his jeans. He sighed as his erection was freed from the confinement of his pants.

Again he lifted Willow's hand and wrapped it around himself. He kept his hand on hers, encouraging her to stroke him. Willow broke eye contact to look at his lap. Her breath hitched. He was bigger... longer... than she would have guessed. Not that she had, of course. She could feel herself getting wet between her legs.

Spike smelled her arousal and inwardly breathed a sigh of relief. He wasn't sure how she would handle this, but was feeling optimistic given how responsive she had been so far. He decided to try his luck a little further. He reached for Willow's head and began lowering it to his lap.

Willow froze. She raised her eyes back to Spike's face, worry and nervousness racing across her features.

"What is it pet?" Spike soothed, praying that she wasn't going to run for the hills. Even the small amount of fear he could feel radiating from her now was exciting him.

"I-it's just... I mean... I've never..." Willow stuttered.

'She really is innocent,' Spike thought. 'Bloody wonderful.' To Willow he said, "You'll do fine. Just treat it like a banana." He began lowering her head, but paused. "Just don't bite it off," he warned settling himself back in the chair to get comfortable.

Willow smiled and lowered her head, without Spike's help, although his hands did stay wrapped in her hair. She gingerly placed her hands on his hips as she swiped the tip of his erection with her tongue. Spike moaned at the contact, which did amazing things for Willow's confidence.

With renewed purpose Willow began lightly nibbling down one side of Spike's erection, her tongue darting out between her teeth as she moved. When she reached the base she dragged her tongue along the underside of him, touching the top of his sac in order to nibble her way back up the other side, causing Spike to clench his jaw. His suppressed moan came out as a whimper as he tried to keep Willow from knowing how much she was affecting him.

When she reached the tip again she ran her tongue around it. She decided to switch food groups and lowered her head back to the base to lick him from bottom to top, like an ice cream cone. Once she had made a complete circuit she returned to the tip, sweeping it with her tongue to catch the moisture that was there.

Spike couldn't stop himself from growling "Red" when Willow took the head into her mouth and sucked hard. He tightened his hold on her hair at the heat of her mouth surrounding him. Then she lowered her head even further, taking him halfway into her mouth. Knowing that she had never done this before, and finding that incredibly hard to believe, he didn't press her to go further. It didn't really matter as he was on the ragged edge as it was.

Spike managed to disentangle one hand from her head and took a hold of one of her hands. He moved slowly, as if in pain. He placed her hand on the lower part of his erection so that she could stroke the part she couldn't reach with her mouth. Being the smart girl that she was Willow figured out what he wanted.

It wasn't long before Willow heard, "Oh, bloody... hell... I'm gonna..." as Spike cried out his release. Willow had pulled back slightly so that there wasn't so much of him in her mouth. She swallowed as much as she could and being the perfectionist that she was, didn't miss much. She sat back on her heals, licking her lips, watching Spike. He was unnecessarily breathing hard.

When he had the strength to move he gestured for her to climb onto his lap, which Willow eagerly did. He tucked himself back into his jeans then pulled Willow into a leisurely kiss, tasting himself on her tongue.

"You sure you never did that before?" he smirked when he pulled back.

"Uh huh. Did I do okay?"

Spike raised an eyebrow, amazed that she was still so uncertain about herself. "You did better than okay," he reassured her, taking her mouth in another kiss.

He slid his hand under her skirt, running it along her thigh as they kissed. Willow mewled into his mouth, wrapping her arms around his neck and rolling her hips towards him. He ran his fingers up her inner thigh and she willingly spread her legs a bit wider for him. She lightly bit his tongue in surprise when she felt his fingertips bush over her wet panties.

Spike paused when she bit him before resuming to lightly rub her through the damp cloth. His other hand smoothed down her back and slipped under her top, moving back up to graze a breast. Willow shivered and broke the kiss to remove her top completely then attacked his mouth again. Spike sniggered into her mouth; one hand cupping her breast as the other slipped under her panties and ran the length of her slit.

"Please Spike," Willow mewled against his lips. "Please."

Spike, not needing any additional encouragement, slid a finger inside her. Willow's nails dug into his scalp at the intrusion. Spike groaned into the kiss, adding a second finger to his ministrations. She broke the kiss, taking several panting breaths before trailing her lips to his ear. She made pleasure-filled keening sounds into Spike's ear as she licked and nibbled the flesh behind his ear. He slid his thumb up to rub her clit and Willow nearly wriggled out of his lap. She bit him, not hard enough to break the skin, but enough to cause Spike to ground out, "Bloody hell."

"Sorry," she mumbled before licking the mark.

"S'okay," he whispered. "Feel free to do it again," he smirked. And she did. Spike rolled his eyes and renewed his efforts to bring her to orgasm.

He slid the hand on her breast down her belly and lowered his mouth to her now-free flesh. He licked and nibbled on the hard nipple as his hand made patterns on her stomach from breastbone to bellybutton.

"Spi-ike," Willow crooned into his neck. She could feel the pleasure building inside her.

On the next downward path of his hand Spike flicked Willow's navel ring, then gave it a light tug. This had the desired effect, literally tugging the orgasm out of Willow. She cried out his name as her entire body tensed - nails digging into his scalp and shoulder, internal muscles clamping on his fingers.

She whimpered as Spike withdrew his fingers from inside her, resting her head on his shoulder. She watched in numb fascination as Spike raised his fingers to his lips and licked them clean. Once his hand was free of all traces of her climax he lowered his face to hers, kissing her gently.

He moved his arm back under her legs and slowly stood.

"Where're we going?" Willow sleepily asked.

"Just to the bed."

"'K," she nodded against his chest.

Spike set her down on the bed then crawled over her to lie next to her. He didn't want to show it, but he was just as knackered as she was. He pulled an already sleeping Willow close and held her as she slept.

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

Part 5

Spike lay on his side and watched as Willow slowly roused from her nap. A self-satisfied smirk graced his face as he recalled how she came to be so tuckered out. He couldn't wait for her to wake up so that they could continue with her sexual explorations.

He idly traced a path along her spine and she snuggled closer to him, not wanting to give up on the glorious dreams of being with Spike. He scooted down the bed until his face was level with hers. He then began placing soft kisses against her lips. Willow moaned at the contact, the corners of her lips turning up into a smile as she fully woke and hungrily kissed him back. Her hand, which had been resting between their bodies, began to rub his chest before making its way into his tussled hair.

As Willow kissed him breathless (had he needed to breathe, that is), Spike's hand made a final pass down her back and squeezed her bum, pulling her body even closer to his. He rolled his hips to meet her equally wriggly body, making certain that she felt his now fully hard erection. Willow whimpered into his mouth, both pleased that she could so easily provoke such a reaction in him, and at the same time nervous about what he expected from her now.

Reluctantly Willow pulled out of the kiss, willing her body into stillness as she tried to calm her breathing. Once she felt sufficiently composed she looked into the brilliantly blue, confused, eyes of the vampire beside her.

"What do you want from me?" she sighed, dropping her eyes.

With a roll of his hips he leered, "What do you think?"

Willow pushed him onto his back and sat up, crossing her arms over her chest. She turned to look at Spike, annoyance clearly written across her face at his response.

"Be serious Spike."

"Was serious, pet." He rolled his eyes. It was becoming blatantly obvious that the redhead wanted to talk and he knew that if he didn't play along he'd never get to touch her again, let alone shag her. He grabbed his cigarettes off the table next to the bed and waited for her to get off her chest whatever was bothering her so that he could get back on it.

"What is this to you? I mean, are you just planning on having your wicked way with me and then disappearing again? Or are you doing this to flaunt it in front of Buffy later? Or were you just bored and needed something to occupy your time? Or..."

Spike cut her off with a searing kiss that left the redhead incapable of speech, let alone a coherent thought when it was over. He ran his fingers through her hair, locking eyes with hers.

"You're the reason I came back to this sodding town. Couldn't get you outta my head. I couldn't care less what that bitch of a slayer thinks about me, so long as this doesn't get me a stake through my heart. I already told you I wouldn't do nothin' you didn't want me to do. I meant that. 'Course, I want nothing more than to shag you blind, but I can wait so long as you come back to me."

Willow pulled him into a kiss, tears of relief silently falling down her cheeks. After several delightful minutes Willow released his mouth and hugged him tightly.

"I promise I'll be back." She quickly moved off the bed in search of her shoes.

Spike blinked from where he lay on the bed, then was at her side in a flash. "Ah, going somewhere, pet?"

"Yeah, I need to get home. School should be letting out soon and I should really be there in case Buffy or Xander decide to check on me, which they probably will. I really don't want to have to deal with Buffy if she thinks I was playing hooky, which of course I was, but she doesn't need to know that. And like you said, we don't want you getting all staked, which is exactly what Buffy would do if she thought that I had ditched school to be with you."

As much as he was loath to admit she was right, he reluctantly did. "Alright. I'll be by as soon as the sun sets."

"Shouldn't I just come back here?" Willow asked.

"It'll be safer if I come to you. There's all kinds of nasties out there at night, wouldn't want something to happen to you," he smirked, eyebrow raised.

"That's right, the only big bad I want after me is standing right here."

"You know it."

Spike followed Willow to the door, pulling her into one more passionate kiss before letting her leave. He needed to do everything possible to ensure that she would see him again once she had time to think this through, away from him. As the door closed he unnecessarily sighed as he rested his head against the door. "Please don't run scared, Red. Please," he whispered to himself and anyone else who might be listening.

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

Willow's thoughts had been babbling a mile a minute on her walk home. She hardly knew what to make of her situation with Spike. A huge part of her was embarrassed by her activities with the blond vampire. After all, he was an evil blood-sucking fiend... an incredibly sexy and seductive evil blood-sucking fiend. She should not be doing the things she was allowing him to do with her.

When she reached her house she grabbed her robe out of her bedroom and headed for the bathroom. A nice relaxing bath was just what she needed, she thought. As the tub filled with water and a nice layer of foam from the bubble bath she'd added, Willow stripped out of her clothes. She watched herself in the mirror on the back of the door as her body was revealed.

She had always been shy and embarrassed about her body. She couldn't imagine what Spike saw in her. Her skin was very pale... but being a vampire that probably wasn't an issue to him. She slipped off her bra, cupping her breasts in her hands. She had always thought that they were a bit on the small side, especially compared to Buffy or Cordelia. She slid her hands down to her hips and eased off her panties. Her eyes returned to the mirror and she gasped at the woman she saw reflected back. She turned slightly, this way and that, viewing her body from every angle. She had to admit, that it wasn't as bad as she had imagined it to be.

She eased her body into the warm water with a sigh. She reluctantly admitted to herself that maybe her body wasn't as pathetic as she had thought if Spike was interested in her. She still wasn't ready to believe that he had returned to Sunnydale to see her. She just wasn't the type of girl to cause master vampires to be drawn to them. She was the shy, quiet one, the friend... never the lover. The word made her blush, even in her thoughts. But Spike wanted to be her lover. The question now was did she want to let him?

She remembered the feel of his lips and hands on her body... His kisses that set her skin on fire... His mouth on her breasts... His fingers inside her... His erection filling her mouth...

Willow moaned as her fingers lightly ran over her sensitive skin. She could feel herself becoming aroused at her memories. 'Oh yeah,' she thought to herself, 'I definitely want to let him make love to me.'

Willow was shaken from her naughty thoughts by a banging on the front door. She shook the naughty Spike thoughts out of her head as she quickly dried herself off and pulled on her robe, rushing down the stairs. She was flushed and sweaty, panting slightly when she pulled the door open to a worried-looking Buffy.

"Hey Will, how ya feeling?" the slayer asked as she entered the house, noting Willow's flushed face.

"Better. I was just taking a bath, which you kinda interrupted, and it helped a lot," the flustered redhead responded.

"Oh, I won't stay too long then. I just wanted to make sure you weren't at death's door or something."

"No, no death's door," Willow stuttered, thinking about how she had spent the day in a crypt.

"Well that's good. Did you want to do something tonight, like watch movies?"

"Don't you have to patrol?" Willow nervously asked. "Actually, I was planning on going to bed early tonight. You know, rest the body, get the sick germs out."

"That sounds like a good idea. We want a healthy Willow back at school on Monday."

Willow breathed a sigh of relief as Buffy turned back towards the door. She didn't know how she would have explained Spike showing up on her doorstep if Buffy had insisted on staying.

"Okay, well you take it easy and I'll talk to you later this weekend."

"Don't worry Buffy, I plan on getting lots of bedrest this weekend." Her thoughts amended, 'Well, lots of time in bed, but probably not too much rest. Bad Willow!'

As she said goodbye to her friend Willow noticed the sun beginning to set. She raced back up to her room to start getting ready for Spike to come get her. Now that she had decided to sleep with Spike, she wanted to make sure that he'd still want to.

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

Spike pulled up in front of the Rosenberg residence shortly after sundown. He knew that if he'd had a pulse it would be racing at the thought of being with his witch again. Something told him that he'd get to bed her tonight. He knew that she wanted him, against her better judgement, which suited him just fine.

Spike started to approach the front door, then stopped mid-step. Who did he think he was, going to knock on the front door like some nancy school-boy on his first date. He shook his head and lit a cigarette, altering his course to head around to the back of the house. He saw a light coming from a window on the second floor in what he assumed to be the redhead's room.

He easily leaped onto the second floor balcony and prepared to knock on the French doors. His had stilled half-way to the glass at the sight before him. Willow was putting the finishing touches on her hair. She had done it up like she had that Halloween she'd been turned into a ghost - all piled up on her head with lots of strands pulled out framing her face and flirting with her neck and shoulders. She was wearing the outfit he had given her last night. She looked even more stunning bathed in the light. The dark green of the velvet bodice offset her pale skin deliciously. And her neck looked so inviting with her hair up and the low cut top... didn't she know she was tempting fate by flaunting her neck to a vampire?

Willow turned away from admiring herself in the mirror. 'Yep,' she told herself, 'this should definitely do the trick.' She eeped when she turned towards her balcony doors and saw Spike standing there, hand raised to knock.

She quickly made her way across her room and opened the door to the stunned vampire. "Spike, hi. What'cha doin' just standin' there?"

"Red," he nodded, getting a hold of his faculties. He took a step towards her, hitting the invisible barrier. "Ah, pet? Ya think I might warrant an invite?"

"Oh sorry, Spike. Come in, I invite you to come in."

Spike smirked as he entered the girl's bedroom. He immediately took her into her arms. He started to lean in to kiss her when an errant thought occurred to him. "Ah, you're parents aren't home, are they?"

Willow shook her head, "Uh-uh. They've been at a conference for a week and won't be back till late next week."

"Good." He swooped down, capturing her lips in a hungry kiss. They'd only been apart for a few hours, but it felt like it had been ages since he'd tasted her. Willow moaned into his mouth, sliding her hands under his duster and along his back, relishing the feel of his red silk shirt beneath her fingers.

Willow eventually pulled back for some much needed air, dragging deep drafts into her lungs. Once she was able to form words she asked, "So what'd you wanna do tonight?"

Spike raised his scarred eyebrow, looking past her towards her bed.

Willow blushed a lovely shade of red. "I meant besides that. Did you want to stay here or go to the Bronze or back to the crypt?"

"Well, your little friends think you're sick right? So that rules out the Bronze. And I'd rather not have to worry about them interruptin' anything, so that rules out staying here. Looks like were headed back to the crypt." He mumbled the last against her lips, leaving no doubt in the redhead's mind as to what would be happening there.

She took a shuddering breath, sighing, "Okay." She pressed her lips firmly against Spike's, eager to get this show on the road.

"Right then," he agreed after Willow released his mouth. He took her hand and headed back towards the balcony doors.

"Uh, Spike. Maybe we could use the front door? For those of us who aren't vampires."

"Oh, right." He turned and let Willow lead him out of her room. She grabbed her backpack on the way out.

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

In the car Spike couldn't restrain himself from commenting on the bag sitting on the floor. "Planning on catching up on some homework tonight luv?" he teased.

Willow hesitantly answered, "No... just brought along some stuff I thought I might need. You know, extra clothes, food, that kind of stuff..."

"Planning on stayin' long then are we?"

Willow paled. "I assumed... I mean I thought... If you don't want me around..."

Spike rolled his eyes. 'Humans and their stupid insecurities.' He reached a hand out and ran it down her arm, clasping her hand. "'Course I want you around. Wouldn't be taking you back to m' crypt if I didn't. Just didn't expect you to plan ahead."

"Well I am the smart one you know. Always thinking and planning."

"And right glad I am about that." He squeezed her hand again as they pulled up in front of the cemetery. "Well, here we are."

Willow asked herself one more time if she was ready for this. She was about to give her virginity to a vampire. Was she completely nuts? One look into his lust-glazed icy blue eyes quickened her heartbeat. Oh, yes, she was sure. Willow flashed him a bright smile, grabbed her backpack, and stepped out of the car.

 

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

Part 6

Spike closely observed the redhead's reaction as they entered the crypt. He wanted this to be as romantic for her as possible, knowing that this would be her first time. He'd had to make do with what he'd had on hand, considering that he picked her up just after sunset. He was rather pleased with the result.

He watched Willow's eyes light up and heard her sharp intake of breath when they arrived. The room was bathed in candlelight, even more so than the night before. The smoke rising from the dozens of flames lent a hazy glow to the room, making it look more inviting than its originally intended purpose.

The smell of salt-water caught Spike's attention and he nervously concentrated on her face. Willow's eyes were bright with unshed tears. Spike was about to ask what was wrong when Willow breathed, "It's beautiful."

She smiled over at Spike – a smile full of admiration for his thoughtfulness that also held a promise of how she would show her appreciation.

"'S not much, but I'm glad you like it." Spike sauntered closer to Willow, slipping the backpack off her shoulder and setting it on a chair as he moved to face her. He allowed his hand to run down her left arm, sending a shiver down her spine. He raised her delicate hand to his lips and proceeded to place gentle kisses on her knuckles.

Willow closed her eyes against the gentle act. She hadn't expected him to be so tender. She was well aware that Spike was an evil vampire, so why wasn't he simply taking her? Not that she wanted him to force himself on her, that would be very bad, but she was completely unprepared for romance. She felt him turn her hand over and begin to place soft kisses and occasional licks on the palm of her hand.

She didn't notice the single tear of contentment slip from under her eyelid, but Spike did. He turned his face away from the delectable taste of the girl's skin when he smelled her tear. He noticed that Willow had her eyes closed with a look of pure bliss and a small smile curving her lips. So why the tear?

The small wet drop moved down her cheek unchecked. Spike met the drop near Willow's jaw, stopping it with this tongue. He then retraced its path back up her face to her eye where he placed a kiss on her temple.

The cool trail left by Spike's tongue sent another shiver through Willow. "Spike," she whimpered as he continued to place soft kisses along her jaw and neck.

"Yes, pet?" he whispered near her ear. He could smell how aroused she was already from the simple touches.

Willow raised her hands, which until now had been hanging by her sides, to capture his face. She opened her eyes and met his, knowing he'd be able to see her desire as clearly as she could see his. "Stop teasing," she huskily instructed as she captured his mouth.

Not one to argue with a beautiful woman, Spike kissed her eagerly, wrapping his arms around her, pulling her against his hard body. Willow moaned into his mouth, digging her fingers into his hair.

Spike broke the kiss long enough to reach an arm under Willow's legs and lift her into his arms. She immediately reclaimed his lips. Spike swiftly moved to his bed and set his precious armload down near the foot of the bed. Willow refused to relinquish her hold on him though and pulled him to sit next to her, slipping her tongue into his mouth.

As Willow maintained her tight grip on his head, Spike straddled her lap. He shucked his duster, with Willow's help, letting it fall on the ground. He placed his hands on her hips, then pulling out of the kiss he tossed her further up the bed so that her head was resting on the pillows, hair flaming around her face, lips red and swollen from their heated kisses.

Willow's breath quickened as she watched Spike crawl up the bed and over her body. The predatory gleam in his eyes turned her on more that she would ever have thought possible. She idly wondered if she really did have a thing for bad boys and monsters – first a musician/werewolf and now a bad-ass vampire. All thoughts fled her mind as Spike's mouth hovered above hers. He was teasing her again, holding his entire body just above hers.

Spike felt her moist breath against his face, enjoying the heat radiating from the body beneath him. It was pure torture to not give in to his immediate desires and simply take her. He took comfort in the knowledge that Willow was just as tortured as he.

Instead of simply raising herself a mere inch to reach his mouth Willow opted to up the stakes in Spike's game. She locked eyes with him, acknowledging his test of wills as she set her hands on Spike's hips, her thumbs resting just above his pants. Ever so slowly she slid her hands up until they rested on his buttocks and gently squeezed.

A low growl rumbled through Spike's chest. He had to remind himself that he was the Big Bad - he would not submit to this girl. He clenched his jaw at the grin that spread across his witch's face.

"Something wrong Spike?" she innocently asked, her finger tracing the seam on the back of his jeans.

Spike growled again, this time in warning.

"Want me to kiss it and make it better?" Without waiting for a response Willow closed the small distance between them, molding her mouth to Spike's. He moaned into her mouth, extremely relieved that she had capitulated first. If she hadn't kissed him when she did he would have broken. Instead he relaxed into the kiss, passionate as it was.

Willow's hands pulled Spike's shirts out of his pants to rest on his cool flesh. She snaked them around to his chest, pressing him back with her wrists. She let her fingernails scrape over his nipples before removing them from under his shirt.

Repeating her earlier words, Spike moaned, "Stop teasing."

"I'm not." Willow eased Spike into a kneeling position. She moved her hands back to his chest and proceeded to unbutton his shirt. Realizing that she was undressing him, Spike ceased his complaining. Once the silk shirt had been properly discarded the black t-shirt joined it on the floor.

"Much better," she purred, lowering her face to nuzzle his bare chest.

As Willow began to cover every inch of his chest in wet kisses, Spike began to unbutton Willow's top. His fingers blindly sought out each new button, his vision being obstructed by the redhead attached to his chest. He sighed as the last button was freed from its loop and he removed the garment from her body.

As much as he was enjoying what Willow's mouth was doing, he wanted the chance to reciprocate. He gently pried the redhead away from his body, relishing her whimpers of protest, and laid her back on the bed. He pressed a hard kiss to her lips before he moved down to her throat and ultimately to her breasts.

He licked the soft mounds, taking care to cover inch. Willow arched her back into his mouth, encouraging his actions. Her fingers wound their way into his bleach-blond hair, preventing him from removing his attentions, as if he would.

Rather than remove his mouth from her body, he instead moved further south. His hands replaced his mouth, tweaking her nipples and massaging her flesh, as his tongue made random patterns across her belly. Eventually he reached one of the first surprises this girl had shown him – her navel ring.

Spike was prepared to use his every advantage to remind Willow of her wild side and paid particular attention to the small piece of metal piercing her flesh. He lapped at her bellybutton, catching the ring with his tongue on every stroke. Willow's initial giggle turned into mewls of pleasure. She had no idea when she had gotten the piercing that it would lead to so much pleasure.

Willow used her grip on Spike's hair to pull him back up to her mouth. She pulled him down on top of her, crushing his cool chest again her hot one. Her hands ran over his back, unable to get enough of the feel of him.

Spike rolled them onto their sides so that he was able to unzip the leather skirt. He realized that he wouldn't be able to remove it tangled up as they were. He rolled away from Willow and stood next to the bed. He reached for the skirt and eased it off her body, removing her boots as well.

The vision before him took his non-existent breath away. Willow lay before him like a pale goddess wearing nothing but a shy smile and a pair of dark green bikini panties. Her face and chest began to blush under Spike's scrutiny. When he still hadn't moved or spoken after a minute she began to shift and try to cover herself.

"No, don't," he whispered. "It's just... you're so beautiful."

"Thanks." Willow's blush deepened as she looked up at him through her lashes. "Aren't you gonna finish?"

Spike silently, reverently, removed her last article of clothing. As he allowed Willow a moment to adjust to being naked with him, Spike quickly shed the remainder of his clothes.

Now it was Willow's turn to stare. She openly admired Spike's pale, toned body. Her eyes took in his form from his muscular chest to his narrow waist, past his, gulp, prominent erection, and down his shapely legs.

"Like what you see?" he smirked, sitting next to her again.

"Mmm hmm." Willow licked her lips as she remembered the feel of him inside her mouth that morning. She reached out and gently ran her hand the length of Spike's arousal. Spike clenched his jaw, not wanting to lose control so soon.

He decided to draw her attention away from his body and maneuvered them so that Willow once again lay on her back and Spike lay next to her on his side. He lowered his head to recapture a breast as a hand ran up her thigh and between her legs. He ran his fingers through the hairs at the apex of her thighs before dipping down to lightly part her folds.

Willow moaned and bucked into his hand, inadvertently stopping her actions to pay closer attention to Spike's, much to his relief. Spike nibbled at her flesh with blunt teeth, slipping a finger inside Willow's heat. He moaned at the thought that soon he would be sheathed inside that glorious fire, but first he needed to prepare her body for him. A second finger soon joined the first, easily moving within her slick channel.

Willow's breath was coming in short pants. Her eyes were closed so that she could concentrate better on the wonderful feelings Spike was creating in her. One of her hands held his head to her chest, reflexively clenching against his scalp in time with the motions of his fingers. Her breath hitched as Spike's thumb began rubbing small circles on her clit and a low ragged moan escaped her lips.

"Spike, please..." she begged.

"Please what?" he mumbled against her skin, knowing exactly what she was begging for, but wanting her to say it nonetheless.

"Please..." Willow pleaded again. With what little concentration she could muster she pulled Spike's mouth back up to meet her own, devouring him. The combination of his lips on hers, his tongue now delving into her mouth, his hard, smooth, cool chest against hers, and the magic of his fingers inside her was too much for her. Her cry of release was lost in Spike's mouth as her entire body shook from the force of her climax.

Spike continued to leisurely move his fingers inside of Willow, easing her down from her climax. His kisses slowed in intensity as well, no longer devouring so much as gently brushing against each other's lips.

Willow let out a contented sigh as Spike finally eased his fingers from her body. "That was... That was... Oh my..."

"So I gathered," Spike grinned. His eyes mischievously lit up as he asked, "Ready for more?"

A brief flash of worry crossed Willow's face. She nibbled her bottom lip before meeting his eyes again. "Will it hurt?"

"Probably," he casually replied. Noting the increasingly nervous look cross her face he hastily added, "But only for a little bit. Then it'll be nothin' but pleasure."

"Promise?" she quietly asked.

Moving between her legs, Spike brought himself to her entrance. Just as quietly he reassured her, "Promise."

He resumed the soft, gentle kisses they had recently shared, waiting for her to relax. When Willow wrapped her arms around his back, pulling him closer, Spike eased his head inside her heat. Slowly Spike began easing himself inside the redhead's tight, hot, passage until he hit her maidenhead. He pulled back, preparing to push through, taking her innocence. Breaking the kiss, he rested his forehead against Willow's and asked, "Ready?"

Willow nodded her head, bracing herself for the pain she was expecting. Spike pushed his hips forward, sheathing himself fully inside her. Willow cried out at the sudden intrusion into her body, biting down on Spike's shoulder - not enough to break the skin, but there would definitely be teeth marks.

Spike paused for a minute, in part to let her adjust to him, but also to get over the shock of her bite. 'I can't believe she bloody well bit me. I am most definitely going to have to return the favor.'

Spike waited until Willow unlocked her teeth from his shoulder before he began moving inside her. He pulled nearly all the way out before sliding fully inside her again. This time Willow's response was much more pleasurable, kind of a cross between a grunt and a moan. Spike continued his leisurely pace as her body adjusted and relaxed around him.

Willow recaptured his mouth, encouraging his actions, showing him how much she was now starting to enjoy it. Her hands roamed over his back and buttocks, learning the way the muscles moved under his flesh as his body moved over and in her. Experimentally she began to raise her hips to meet his thrusts, her legs wrapping around his thighs. The moan that escaped her mouth confirmed that this was most definitely a good thing. Her hands returned to his bum, pulling him closer each time he moved forward. She could feel the wonderful sensations gathering in her body again. Without knowing exactly what she needed she whispered in his ear, "More."

Spike could sense that she was close, her walls and stomach were fluttering delightfully. He had been ready to come since the moment he'd entered her. He also knew exactly what would allow them both to find release. His hips began moving faster. His mouth, which had been licking and kissing her neck, moved down towards her chest. He morphed and sank his fangs into her right breast. Willow's nails dug into his back as she cried out in surprise and release. Her clenching muscles combined with the overwhelming taste of her blood sent Spike over the edge as well.

Willow's brain could barely function after her powerful orgasm, but the thought, 'He bit me,' circled through her head.

Spike removed his fangs from her breast, returned to his human features, and continued to lick the puncture marks until the bleeding stopped. Then he eased out of her body, eliciting a sigh from Willow. He kissed his way over her still-fluttering belly until his face was between her thighs. He took a moment to appreciate the combined scents of their release and her blood before gently lapping at her center.

Willow raised herself onto her elbows and looked down at Spike. "Spike, what are you..." A groan cut off any further words as Spike's tongue dipped into her sensitive channel. He swiped his tongue up to her clit, causing her back to arch reflexively. "Spike... please... I can't... not again... not yet..." she pleaded. He looked up at her face and saw the desperate look she was sending him.

He licked his lips, pouting, "Spoilsport." All he wanted to do was bring this intoxicating girl as much pleasure as possible, but he could see just how worn out she was. Maybe a little rest first, then they could have another go around.

He lay back down next to Willow and pulled her into his arms. She immediately rested her head against his chest, wrapping and arm and leg around him.

"Perhaps a little rest is in order," he conceded, running his thumb lightly over his bite mark.

Willow shivered at his touch. She had questions and comments regarding the bite, but they could wait a little while. She was too content right now to be bothered. She allowed his cool body to counterbalance her overheated one.

"Thank you Spike. That was really nice."

"That it was," he agreed, kissing the top of her head. 'That it was,' his thoughts echoed.

 

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

Part 7

Buffy walked through the cemetery, a stake loosely held in her hand, as she contemplated Willow's sudden illness. She hoped that it was nothing serious. She knew how dedicated Willow was to school, and wouldn't miss it unless something was really bad. She was so wrapped up in her thoughts that she didn't notice the candlelight coming from a nearby crypt.

An unmistakable squeal of "Spike!" brought her out of her revelry. Instantly alert she took in her surroundings, finally noticing the lit-up crypt. She raced towards the door, pulling it open and stopping dead in her tracks.

Her eyes nearly popped out of their sockets at the sight of a naked Spike kissing an equally naked Willow, pressed up against a wall, with her legs wrapped around his waist. On second glance Buffy realized that they weren't just kissing.

"Ohmygod," Buffy gasped, spinning away from the couple coupling before her, dropping her stake.

Willow's eyes popped open. She glanced over Spike's shoulder, her fears being confirmed. "Buffy," she whispered.

Spike turned glaring eyes on the slayer. 'Bitch's got to ruin all my fun,' he thought.

Willow pushed Spike off her, and he gingerly set her back on her feet. She quickly fetched Spike's red shirt and jeans, handing him the pants and donning the shirt herself.

Cautiously she approached the still blonde. "Buffy," she nervously started. "I can explain."

Buffy turned cold eyes on the redhead. "What's to explain? He obviously forced himself on you. Right?" Her eyes were pleading with her friend to confirm her statement.

"Not exactly," Willow denied, remembering how he had kinda trapped her that first night they kissed.

"Not at all's more like it," Spike finally spoke. Still glaring at the slayer he added, "I told Willow I wouldn't do nothin' she didn't want me to do, and I didn't." He pulled Willow close to him, an arm wrapped possessively around her chest, effectively reassuring her that he wasn't going anywhere, and providing him with a nice human shield in case the slayer decided to rush him with a stake.

"Is this true?" Buffy asked.

Blushing as brightly as her hair, Willow confirmed, "Yeah." She interlaced her fingers through Spike's hand not currently wrapped around her body, pulling their joined hands across her stomach.

Buffy cringed at the show of solidarity and affection. Jealousy and anger build inside her that Willow could have her vampire and she couldn't.

"So is this where you were all day? And last night?" she bit out.

"Um, yeah," Willow nervously admitted. She was growing alarmed at Buffy's cold treatment of her. She had expected her to be upset, but not so… angry.

"So you lied to me… and to Giles… and skipped school… so that you could spend time holed up with your demon lover."

"Now that is uncalled for," Spike interjected. He didn't like the way Buffy was speaking to his Red.

"What are you going to do about it?" Buffy sneered. "Kill me in front of my best friend? That'll make you look good."

"Buffy," Willow exclaimed in shock. "How can you say that?"

"He's a demon Will!" She shot back. "A vampire. It's what he does. It's what he's done twice before to slayers."

"I know," Willow sadly admitted, unconsciously pulling the shirt closer to her body, trying to hide her bite mark.

"So how can you be sleeping with him?" Buffy demanded.

"Oh, so that's what this's about," Spike smirked. "Red can't have her vampire because you can't have yours."

"What?" Buffy balked.

"You can't have the poof, so Red here isn't allowed to experience the darker pleasures either."

"Leave Angel out of this," Buffy ground out. "You are nothing like him! Angel has a soul."

"Until you slept with him," Willow retorted. Buffy blanched, not expecting Willow to bring up the obvious. "Spike may not have a soul Buffy, but that doesn't mean he's a bad person. He's not just some rampaging demon. He's nothing like Angelus. He can be really nice when he wants to be," she blushed, remembering just how nice, "and he's *very* nice to me."

Willow turned her head to look up at the focus of her little speech. He stared back at her with such affection and pride. "Thank you, pet," he whispered for her ears only before he lowered his mouth to hers. Willow turned in his arms, deepening the kiss, completely forgetting about the blonde standing by the door.

Buffy was trying to process everything that Willow had said to her. She needed time to think. Willow and Spike… they just seemed so different. Then again, look at Xander and Cordelia. Oh yeah, that ended badly.

She looked back over at the couple, who were still involved in a strong lip-lock. "Um, guys," she interrupted. Not getting any response, she quietly left the crypt. A part of her was in awe of the shy hacker going after what she wanted, in spite of Buffy's reaction. And she definitely wasn't complaining during that kiss. Buffy decided she'd worry about this later. Right now she needed to go find Angel.

Spike opened an eye and was relieved to find the slayer gone. Pulling out of the kiss he let the redhead catch her breath as he announced, "Slayer's gone."

"Hmm?" Willow dazedly asked, then processed his words. She turned in his arms and shrugged at the otherwise empty room. "Oh well, I'll talk to her tomorrow. At least she didn't stake you on sight."

"Right. Good thing that," Spike agreed. His expression shifted into a sultry leer. "Now, where were we before we were so rudely interrupted?" he asked, backing Willow towards a wall.

She mischievously returned his look, innocently responding, "I can't remember. Maybe you could remind me."

She gave a slight bounce, wrapping her legs around his waist. She moaned as her back hit the wall and Spike lowered his head to lick and nibble her neck. Knowing Spike wouldn't let her fall, she brought her hands to the shirt and quickly unbuttoned it. Spike trailed kisses down her neck, flicking his tongue over his bite mark, causing Willow to moan. Spike's grin was lost as he engulfed a breast with his mouth, his hands squeezing her bare bum in time with his suckling.

Willow's fingers fumbled with the button and zipper of Spike's jeans as her need for him grew. With a yank she shoved the offending garment down Spike's hips, allowing them to pool around his ankles. She lightly stroked him, pulling his body closer to hers. Spike reluctantly released Willow's breast with a last flick at her nipple, raising her body a little higher on the wall.

In one smooth motion Spike buried himself completely inside the tight heat of his witch. A low groan escaped from Willow's throat at the sensation of being so completely filled. She squeezed her legs tighter around Spike's waist, pulling him a little closer. His mouth captured hers as Spike set a frantic pace. His annoyance at being interrupted earlier, added to the incredible sensation of being inside Willow, Spike knew that he wouldn't last long.

Willow tore her mouth away from Spike's, cursing her need for oxygen. She knew that she could kiss Spike forever if it weren't for that pesky habit she had of breathing. She felt Spike morph as his orgasm neared, the ridges rubbing against her neck as a fang grazed her shoulder. The sensation turned her on more that she ever thought possible.

Spike slid his fangs into Willow's tender neck as he lost control. The combination of his teeth in her neck, the blood being withdrawn, and being filled by his climax all at once sent Willow over the edge as well. She called out Spike's name and then sank her teeth into his shoulder, nearly breaking the skin.

After a moment Willow raised her hand to the back of Spike's head, gently pulling him away from her neck. Spike withdrew his fangs and licked the puncture marks until they stopped bleeding. He delicately unwrapped their bodies. He kicked his pants off his feet before picking the ravished redhead up in his arms. He carried her over to the bed and gently set her on it. He lay next to her, pulling her close.

Just when he thought she had nodded off again Willow quietly spoke. "What are we going to do about Buffy?"

"I could kill her for ya," Spike offered, half jokingly.

Willow lightly hit him, "That's not what I meant. Besides, she's probably told Angel by now."

"Bloody poof," Spike mumbled.

Willow smiled against his chest. "Besides, it's not like we can hide the mark on my neck for very long," she chided him.

"Sorry 'bout that." He wasn't sorry that he'd bitten her, only that it might cause her some awkwardness with her friends. And since when did he care what her friends thought?

"S'okay," Willow automatically replied. "I wasn't complaining, just stating the obvious."

"So you liked it?" Spike smirked.

Willow blushed a delightful shade of red. "Don't try to change the subject."

"Fine," he mock sighed. "What do *you* want to do?" At her confused look he clarified, "About Buffy," wondering what she was thinking about.

"Maybe we can convince her that you won't hurt me. 'Cause I know you won't, and you know you won't." Willow sat bolt upright as nagging thoughts occurred to her. With a panicked look she began to babble, "That is of course if you want to continue to see me. Now that you've... shagged... me maybe you don't want to stick around. And maybe you're not interested in having some kind of relationship with a high school girl. A human high school girl…"

Spike mouth effectively silenced any further babbling. He was going to have to do something about this girl's insecurities. But what fun it will be....

"Told you before, I am here to be with you. And if means having to play nice with the slayer and the poof, then so be it. I'm not going to let them take you away from me."

"So we'll face them together?"

"Together." Spike sealed his promise with a kiss. "You can always tell them that you're just using me to act out some kind of rebellion."

"Me, using the Big Bad?" Willow laughed.

"Right, maybe that wouldn't be so good for my reputation." Spike frowned, then his eyes lit up and his smirk grew. "Well then, why don't'cha tell them that you're taking lessons on rebelling from the Big Bad?"

"And how am I doing with my lessons so far?"

"You're coming along." Spike raised an eyebrow suggestively. "But there's going to be lots of homework."

"Goody."

The End

Sequel: All Out Uprising

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