Title: In the Still of the Night
Author: The Fallen Sky
Rating: M
Pairing: Buffy/Xander
Summary: Buffy is having trouble sleeping, but a chance encounter with Xander proves to be the perfect remedy.
Warning: This story contains graphic sexual acts involving 16 year olds
A/N: This story is set in Season One sometime after the episode The Pack and is very AU. Also, the story is told from Buffy's POV. I'm not sure if this will be just a one-shot or not. I honestly haven't decided, but we'll see. Also, this is the first BTVS story that I've decided to post, and I'm a bit nervous about how I did, so I'd really appreciate feedback, of any kind.

Feedback is welcome. Enjoy!

She's wide awake, not an uncommon thing except for the fact that it's after two in the morning, it's pitch black outside, nearly as dark in her room, and she went to bed a couple of hours ago.

Okay, so she hasn't been awake the whole time, but the sleep she did manage to get was far from restful, mostly because of the dream she was having and how frustrated it left her.

The worst part is that it wasn't even a slayer dream filled with dark imagery and portents of evil things to come. No, this dream was much worse. It was filled with erotic imagery of her and Xander doing things that she's only ever seen in porn, not that she's seen a lot of porn, but she's pretty sure riding Xander like he's a bucking bronco qualifies as porn.

It's not that it was a bad dream, far from it. The real problem is that she keeps having dreams just like it, dreams in which she and Xander are doing all kinds of sexy things, complete with the nakedness that comes with doing sexy things.

What's really frustrating is that she thought she'd placed Xander in a box labeled 'Friend', but she keeps finding him in the box labeled 'Hottie I'd like to have naughty naked fun with.' She thought that box was reserved strictly for Angel, but she hasn't been able to find him there for the last few weeks. In fact, all of her fantasies have been about Xander, and she's barely had a passing thought about Angel.

The interesting thing is that she's not all that upset about the change in dynamic. She thought she might be in love with Angel, but if she was, why has she been indifferent to his presence or thoughts of him? And why has she been hyper aware of everything Xander does, even going so far as staring at him for no apparent reason?

The only thing she can think of is that she's got a major lust on for Xander, and she's pretty sure it started after the incident with him being possessed by a hyena spirit. Yeah, she wasn't exactly hot for his bod when he was more or less trying to force himself on her in school, but after the dust had settled and she had time to put things into perspective, she was surprised to realize that Xan was a major hottie and that she wouldn't mind it if he tried to get physical with her in a whole different way, one that featured less clothes, more romance and no evil spirits possessing him.

Her mind beings to wander to very naughty places, places where she and Xander are naked and...

No! Bad Buffy! She mentally scolds herself.

God, she's gotta get a grip and stop lusting after her friend.

Easier said than done, a voice in the back of her mind reminds her.

She's pulled from her musings by movement in the bed next to her.

Willow.

And that's probably the biggest problem with her having lusty feelings for Xander. She knows that Willow still has a crush on Xander, a huge one, and she doesn't want to hurt her by making a move on him.

Sighing in frustration, she thinks, Why can't my life be simple?

Trying to get her mind off things better ignored, she thinks back to earlier in the night when she, Willow and Xander were hanging out watching bad movies and eating all kinds of junk food.

She smiles at the memory.

It was fun to do something so...normal. It isn't often that she gets a night where she can just be a teenager, be just like everyone else and not have to worry about all the evil that lurks in the night, evil that she's destined to fight.

Of course, it being a Saturday night, her mother agreed that Willow and Xander could spend the night, Willow sharing her bed while Xander sleeps on the couch downstairs.

"Hey Will. Trade ya." He'd said, his face full of hope and a hint of mischievous glee, when her mother announced the sleeping arrangements.

They all knew he wasn't being serious, but part of her was really hoping Willow would trade accommodations with him and that her mother would allow it. Sadly, that was just a fantasy, but one that had her dreaming about all the wonderful things they could've done had they gotten to share her bed for the night, which is one of the reasons she hasn't been able to sleep.

I'm so screwed, she thinks, feeling a bit defeated, hopeless and annoyed.

Realizing that she's not gonna get back to sleep anytime soon, she decides to get up and get something to drink.

Shrugging off the covers, she gently climbs out of bed and quietly pads her way to the door. As quietly and carefully as she can, she opens the door, steps out and closes it behind her.

Once in the hall, she feels a sense of relief, as if being in her room with Willow was suffocating her, which is a terrible thought, because she loves Willow. Nonetheless, she can't deny the weight that's lifted off of her at being away from her, and she tries to remind herself that she feels that way because of the awkwardness that comes with lusting after Xander when she knows Willow wants him.

Feeling mildly better, she slowly makes her way down the hall, careful not to make too much noise, lest she wake the others. Just because she can't sleep doesn't mean she should stop the others from getting their rest.

As she's walking, she notices a light coming from the bathroom, and her enhanced hearing picks up the sound of water hitting water.

Curious, she steps closer to the bathroom and notices that the door is only partially closed.

Knowing she shouldn't, but unable to deny her curiosity, she peers through the opening and is greeted by a sight she was definitely not expecting.

Standing in front of the toilet is Xander, and he's currently answering a call of nature.

Her cheeks flush and she immediately looks away, embarrassed and ashamed for spying on her friend.

However, she doesn't move from her spot.

She knows it's a bad idea and all kinds of wrong and that she'll be mortified if he catches her, but she just can't resist.

One little peek can't hurt, she thinks. No one ever has to know, and when will I ever get another chance to get a look at what he's packing?

Feeling incredibly naughty, nervous and excited, she peers through the partially open doorway, trying her best to get a look at Xander Jr.

Unfortunately, all she can see is a stream of urine as he relieves himself because his hand is in the way.

Sighing in frustration and resignation, she's about to give up on her peeping effort when the most ridiculously naughty and insane idea flits through her teenage brain.

No, she thinks. No, no, no. That's going way too far.

Deciding she better leave before she does something she'll regret, she turns but doesn't actually go anywhere.

What are you doing? She asks herself.

Nothing, she replies.

Really? Then why haven't you moved, and why are you still thinking about doing something you shouldn't do? She asks.

Look, I know I shouldn't do it, and I know it's all kinds of wrong, like Flock of Seagulls hair wrong, but why can't I do something foolish and impulsive. I am a teenager with raging hormones, you know. She replies.

You realize that doing this could and probably will make things incredibly awkward, for everyone, right? She asks. Do you really wanna risk two friendships, the only real friendships you have, for a hormone-fueled fantasy made reality?

She ponders that for a moment before replying hesitantly. Who says it would ruin our friendships? Maybe it wouldn't do anything more than make things a little awkward for a little while. And maybe it would finally get all these lusty thoughts out of my head. For all you know, things could turn out just fine.

She snorts at that. Yeah, and maybe I'll grow six inches, gain two cup sizes and be a natural blonde. It's a terrible idea. Don't do it. Just turn around, go back to bed and forget this ever happened.

Weighing the pros and cons of going through with it or going back to bed, she finally comes to a less than confident decision.

Taking a deep breath, she uses all of her slayer stealth to slip inside the bathroom.

Dumbass, she hears in the back of her mind.

Ignoring the voice and her better judgment, she continues to stealthily approach Xander from behind, careful to watch for any sign that he knows she's there and ready to either run away or make a lame attempt to frighten him in the hopes that she can cover her true intention.

With each step her heart beats faster, both with excitement and fear, and she continues to second-guess her decision but presses on anyway.

Before she knows it, she's standing directly behind Xander, and he's completely oblivious to her presence.

For a brief moment, she reconsiders what she's doing.

It's not too late to back out, she thinks. All I have to do is walk back out that door and forget this whole thing.

She takes a quick look at the partially open door, closes her eyes, takes a shaky breath, bites her lip and wraps her arms around Xander, her hands resting gently on his t-shirt clad stomach.

His reaction is immediate and not at all unexpected; he tenses at the contact, lets out a little 'eep' of surprise and stops urinating.

To his credit, he doesn't freak out or struggle to free himself but instead stutters as he tries to speak.

"W-wha...?"

That's all he's able to get out before she quiets him with a soft, "Shh."

He doesn't say anything more and doesn't make a move to extricate himself from her embrace. He simply stands there, his penis still in his hand, while she stands behind him, her front pressed against his back with her arms wrapped around him.

Her heart is thundering in her chest, and her mind is spinning, unable to believe she's actually doing this, but she remains where she is, luxuriating in the feel of him, of his warmth radiating off of his body and into hers.

Her eyes are still closed when she takes a deep breath, inhaling his scent, feeling its familiarity wash over her, filling her with a profound sense of comfort, security, calm and also a tingling excitement that permeates her entire body.

The quiet and surreal moment is broken when his arm moves suddenly, and it briefly occurs to her that he must've realized his penis is still out of his pants, and he's trying to put it away.

However, before he's able to accomplish his goal, her hand snatches his, stilling his movement.

For some reason, she expected him to put up more resistance, but he doesn't, instead he seems to accept that she's in control of the situation and is waiting for her to make the next move.

She briefly wonders if the current situation is a secret fantasy of his, but shrugs off the thought as a brief moment of indecision and panic grips her.

What do I do now? She thinks. I mean, I can't just stand here like this forever. Sooner or later he's gonna freak out, and the last thing I need is mom to come running down the hall and catch us like this.

Common sense is on the verge of winning out when she summons all of her courage and gently applies pressure to his arm in an effort to move it out of the way.

He resists for a moment, but she persists, and he eventually relents, releasing his hold on his penis and allowing her to move his arm to his side before releasing her grip on it.

She's both relieved and a little surprised that things are going so well and that he's being so compliant. Then again, his brain probably isn't firing on all cylinders at the moment, which is understandable. Heck, she's not exactly thinking clearly herself right now, and that's probably a good thing, because she's pretty sure she would've run away by now if she were.

Feeling an electric thrill coursing through her, she places her hand back on his t-shirt covered stomach and begins lightly caressing him, her hand rubbing gentle circles across his midsection.

Instantly, she can feel his abs twitch and his body shiver at the motion, and a small smile graces her lips.

Emboldened by his response to her touch, she begins moving her hand lower, slowly sliding it down his body, the soft fabric of the t-shirt eventually giving way to the warmth of his bare skin, followed shortly thereafter by the feel of his pubic hair.

Her hand stops its descent, and, after a moment's pause, she begins to play with the surprisingly soft curls, gently flexing her hand, allowing the hairs to slip between her fingers, completely engrossed by the sensation and the sheer intimacy and naughtiness of the act.

His breath hitches and his body trembles as she continues her playful exploration, and she can only imagine the thoughts running through his head, the fantasies he's playing out in his mind, and while she would love to know his thoughts and see his fantasies, she's anxious to live out a fantasy of her own.

Smiling devilishly, she halts her ministrations and slowly moves her hand lower.

Time seems to slow, and the anticipation builds to the point of bursting when she finally comes into contact with her final destination.

Her fingertips touch smooth skin, and his body jerks, accompanied by a sharp intake of breath.

She pauses a moment, allowing him the chance to regain his composure.

Taking a shaky breath of her own, she once again moves her hand, her fingers following the silky smooth skin, tracing the outline of his penis.

A giddy thrill surges through her, and her mind seems stuck on a loop, frantically repeating the thought, Oh my god, I'm touching his penis!

Despite her girlish glee and excitement, she continues her tactile exploration of his body, her fingers traveling along the length of his shaft all the way to the tip.

As she slowly drags her fingers back along his length, she can already feel him hardening, and his reaction fills her with a sense of pure feminine power.

Having reached the base once more, she flattens her palm against him, lightly wrapping her fingers around his shaft and begins slowly sliding her hand along his length once more.

The journey takes longer as he continues to lengthen and harden under her touch.

A couple more slow and easy strokes with her hand and he's fully erect.

She marvels at the feel of his penis in her hand, the girth and hardness, the searing heat and ropey veins, the satiny softness of the skin; it's all so exquisitely sexy.

Pressing the side of her face against his back, she can hear his heart thundering in his chest and can feel it as his stiff penis throbs in her hand, and she can't help but think, with no small sense of pride, I did that.

His arousal is contagious, because she can feel a familiar tingle and building ache between her legs.

She briefly considers doing something more drastic than she had intended, but quickly decides against it, too afraid of the potential consequences.

Instead, she presses herself tighter against him and beings slowly stroking his length, building a steady rhythm.

His breathing quickly becomes labored, and he begins to grunt and moan as she continues her ministrations.

Her body responds to his, her nipples becoming stiff peaks and a growing moisture begins soaking her panties, her own breathing becoming labored as she becomes more aroused.

She maintains her rhythm, slow and steady, back and forth.

It isn't long before his hips begin to jerk, thrusting his length against her hand, like he's trying to fuck it.

She holds strong, her free hand sliding under his t-shirt, feeling the slightly sweat-slick skin of his stomach while her other hand continues to stroke him.

She's not sure how long they've been at it, but she can sense a change in his breathing, can feel the muscles in his stomach twitch and contract under her hand.

Seconds later, she feels his penis harden further and begin to swell. He lets out a strangled groan, his entire body tenses, and his penis begins to throb and jerk in her hand.

He's coming.

Realization dawns and it makes her feel more powerful than she's ever felt in her life. She wants to jump for joy and squeal, but she maintains her composure, keeps herself pressed tightly against him and continues to slowly stroke him through his orgasm.

His spasms gradually subside, as does the jerking of his penis. However, she continues to gently stroke him, not ready for this to be over and wanting to coax as much pleasure out of him as possible. If she's being honest, she also doesn't want to stop touching him, because she's not sure what will happen when she does.

All too soon, she feels his penis begin to soften in her hand, signaling the end of their encounter.

A sense of loss and disappointment fills her at the realization, but she knew it wouldn't last forever. Still, she's reluctant to release him from her grip, so she gives him a few more lazy strokes, which cause his knees to tremble, and she has to momentarily hold him up lest he collapse from pleasure overload.

Sighing softly to herself, she gives his now flaccid penis one final, gentle and loving squeeze before releasing it, her hand coming to rest just above his pubic hair.

She continues to hold him close, her thrumming body pressed tight against his, her hardened nipples scraping against the fabric of her tank top with every breath she takes, adding fuel to the already blazing inferno between her legs.

Her eyes still closed, she inhales deeply through her nose, inhaling his scent, now tinged with lust and sex, and commits it to memory.

Opening her eyes, she gives him one last affectionate squeeze, hugging him from behind, before raising up on her toes to press a softly tender and lingering kiss against the side of his neck.

Finally, reluctantly, she releases her hold on him and quietly makes her way toward the bathroom door, taking her time so as not to make a sound but also to give him a chance to see just who it was who had so pleasurably accosted him.

Without looking back, she exits the bathroom and makes her way down the hall and back into her bedroom, acting for all the world as if nothing had happened.

Once back in her room, she pauses and takes a deep breath, closing her eyes and taking a moment to allow the events of tonight to fully sink in.

She still can't believe she just did that, and while part of her is horrified about the potential consequences, most of which she suspects will be negative, another part of her is giddy, simply overjoyed that she did it. At the very least, she's satisfied at least some of her curiosity and lived out one of her more naughty fantasies.

Deciding not to dwell on it any longer, she moves to the bed and climbs in, careful not to disturb the still sleeping Willow.

As she lies there, she tries to calm herself and get to sleep, but her heart is still racing, her nerves alight with electricity, and the ache between her legs hasn't dissipated in the least. In short, she's horny as hell, and desperate to do something about it.

Normally, she'd just finger herself or use the vibrator that her mother doesn't know she has to relieve her tension. But, with Willow sleeping right next to her in the bed, she doesn't have that option.

Or does she?

Feeling as naughty as she did in the bathroom mere minutes earlier, she looks over at Willow to make sure she's still sound asleep, which she is, and seeing that she's lying on her side, facing away from her, she feels the time is right.

Summoning all her courage, she slips her hand, the very same hand that she used to stroke Xander off with minutes earlier, under the covers and into her soaking wet panties.

She pauses a moment to play with her damp curls, luxuriating in the feel while also getting more turned on with each passing second.

Unable to wait any longer, her hand dips lower, tracing her intimate seam, her finger gently parting it as she rubs back and forth.

While she's enjoying what she's doing, it's simply not enough, so she decides to go for the gusto.

Within moments, her finger finds her magic button, the bundle of hyper-sensitive nerves that instantly sends a shockwave of pleasure coursing through her body with the slightest touch.

She has to bite her lip to suppress a moan, but she continues to gently stroke her clit, using a circular motion that she's perfected during the course of her 'self love' sessions over the years.

Her heart rate picks up as she continues to pleasure herself, her body moving involuntarily as pulses of pleasure jolt along her nerve endings.

She tries to restrain her reaction, but it's difficult, so she decides to channel her body's natural reaction by focusing on something she can control.

Her free hand, which had been unoccupied to this point, comes to rest over one of her breasts and begins gently kneading it. Even through the fabric of her tank top, the sensation is incredible, and she can't quite stifle the moan that rumbles from her chest.

Chancing a quick glance in Willow's direction, she's relieved to see that she hasn't woken her.

Her two hands work in concert to stimulate her pleasure centers, the hand between her legs working in ever faster circles, while the hand on her breast begins to knead the soft and pliant flesh much more roughly.

Closing her eyes, she imagines that her hands are Xander's and that he's the one who is bringing her so much pleasure.

She imagines him hovering above her, his eyes alight with mischief as his hands play her body like she's a musical instrument and he's a virtuoso.

She imagines him smiling down at her as she looks up at him, her eyes full of wonder, lust and love, her mouth slightly agape, her body trembling.

Her hands move at a furious pace as her release draws nearer, aided by the fantasy playing out in her mind.

As she reaches the precipice, teetering on the edge, she imagines Xander whispering 'I love you' before leaning down and placing a tender kiss upon her lips.

And she's falling...

Her entire body shudders, stars exploding behind her eyelids, her heart thundering in her ears, her inner muscles clenching as wave upon wave of pleasure crashes over her, threatening to drown her.

Time stands still, and she's floating in an endless void, her body feeling both incredibly heavy and impossibly light all at once. Her mind is blank, save for the faintest lingering thoughts of Xander and his lips upon hers.

Slowly but surely, she comes back to herself, her body gradually recovering from the most powerful and satisfying orgasm of her life.

Breathing deeply to calm herself, she can't help the brilliant smile that lights up her face.

That was fucking...AWESOME, she thinks with a giddiness and glee reminiscent of a kid on Christmas morning after having received every gift she'd asked for and then some.

Her joyful mood is interrupted by movement next to her, and her heart is instantly in her throat.

Carefully, she turns to look, hoping against hope that she didn't wake Willow while in the throes of pleasure.

To her immense relief, she sees Willow still sound asleep, now lying on her back, her hair sticking up at odd angles and her arm thrown above her head.

She slowly releases the breath she was holding, and, within moments, the smile is back on her face.

Suddenly, she's very tired, and she just knows that she'll get a restful night's sleep, maybe even the best night's sleep she's had in years.

Closing her eyes, she tries not to think about what tomorrow might bring and instead focuses on what's happened tonight and how much she's enjoyed it.

Tomorrow, her world might come crashing down, but tonight, everything is perfect.

Taking comfort in that thought, she slowly drifts off to sleep, smile still on her lips, her body relaxed and feeling like jelly, and dreams of Xander.