Author's Note:

Bold text indicates a change in character point of view. Though it should be obvious.

I don't own these characters, however I'm writing a story about them…cuz I can. My master Joss owns them all, and I thank him most days for bringing them to my attention.

R and R plz.

At first, Willow wanted to ignore the knock at her dorm room door. Why talk to anyone? She was so cold right now.

Tired.

Then some pathetic part of her thought Oz, and she called "Come in," masking her voice with disinterest.

She should have ignored it.

"Spike!" she was up off the bed in seconds, heart beginning to pound with her mounting fear.

Shit!

What did he want? "Do you need a spell? I...I could do that."

He only smirked, looking around calmly. Willow took that moment to dash for it, only to be thrown back into her side table.

"I'll give you a choice," he said, moving slowly toward her. "Now, I'm going to kill you. No choice in that." She pressed back into the side table, eyes wide as he came to a stop so close she could feel the evil radiating off him in waves.

"But I can let you stay dead, or bring you back," his face shifted, revealing the demon within, "to be like me."

Willow's brain raced. So many thoughts, she felt she might explode. She couldn't do this. Couldn't die. Not with him, not after he...

"I'll scream." She promised on impulse, trying to steer away from those memories. All that pain she had just managed to claw out of. The vampire merely chuckled.

"Bonus." Then he leaned in with a low purr and she let out a screech.

Frowning in mild irritation, Spike slapped a hand over the cute redheads mouth and cranked her radio. It seemed she finally realized what was happening and began to fight back, much to his amusement. He loved it when they struggled.

She gave another of those adorable squeaks when he tossed her onto the bed and straddled her. The girl's eyes flashed wide, and she went crazy. Wild with mind-numbing fear.

She remembered.

As he effortlessly batted away her slaps, Spike slipped into the past.

She had been so sweet. So innocent. Crying out at all the right times. She'd kept him amused for hours that night. In truth, he'd almost wanted to forget Dru's love spell and simply keep the little witch, but of course, the slayer had stopped that. Now, however, she was all his.

A wicked smile curved his lips and he pinned her arms to the mattress.

Willow gave another pointless cry. Unheard over the music. Then his teeth ripped into her throat and she couldn't even scream for fear.

Paralyzed.

All at once, memories of the night Spike had kidnapped her and Xander flooded back.

"I haven't had a woman in weeks." He appeared from her throat in full game-face and she leapt off the bed."Well, unless you count that shopkeeper." His movements became fluid. Predatry. He stood slowly tracking her with yellow eyes.

Willow backed up until she bumped the charred dresser, shrinking away from him even as she tried to be strong.

"I'll do it! I'll do your spell!" She cried and he paused just in front of her, growling softly. "But there will be no 'bottle in face' and no having of any kind with me."

She yelped when he clamped steel fingers around the back of her neck and yanked her closer, then froze.

"Is that so?" he smiled darkly then spun her around and shoved her back to the bed.

That had been the real reason she lost her love for Xander. Secretly, she hated him for not saving her. He'd just laid there across the room while Spike had...She knew it was unfair. He'd been bashed over the head with a microscope. He couldn't have done anything. But she still wished he had saved her. Stopped the sick creature from stealing her innocence.

She was weak with blood loss when he finally pulled back, that sadistically attractive grin parting his lips.

"It's been a while, Red." He spoke in tones soft enough that she could hear them just over the music. Willow trembled, terror making her heart pound painfully in her chest. How long until he stopped that too, she wondered. Then his face slid back into its human counterpart and he tilted his head. Barely able to keep her own lifted anymore, she groaned.

This hurt, like her veins were collapsing and her bones were hollow. She felt so weak. Breakable and heavy, god...so heavy. And it all made the vampire laugh.

He loved the way she tried to squirm under him. The way those innocent, emerald eyes danced about the room looking for her savior. In truth, Buffy wasn't the only Sunnyhell girl who tickled his interest.

It was her innocence, he knew. The sweetness and life in her. The slayer was strong, they all knew, but this girl…

There was something hidden in her. Buried just beneath the surface. A power like nothing he'd ever felt before, and he wanted a part of it.

Red was a force of nature.



Right now, however, she was food for the beast. Spike released one of her limp hands to skim fingers down her side. The witch's eyes went glassy with frightened tears and he'd never wanted her more.

Too bad a group of commandoes burst into the building before he could take her. Willow was quick to play on his surprise. She shifted sideways, smashing a lamp across his face. As he shook from the mild pain, she raced from the room.

"Bollix." He grumbled, dusting porcelain from his trench coat as he paced into the darkened hall. Someone had set off gas...or smoke, (whatever, he didn't breathe) and he could see the army-types sporting thermal goggles.

With all the chaos in the hall it was easy to snag one of the fleeing girls and pull her tightly against himself in the corner.

"Hush now, pet." He murmured into her ear, "You wouldn't want to make me angry, would you?"

She whimpered against his shoulder, eyes squeezing closed. "Good girl." But his attention was on a pair of army-types just in front of them. They scanned the hall, pausing on Spike and the student, then moved on. His body had leeched just enough of her heat to fool them.

"Damnit!" the first commando hissed. His partner gripped his shoulder (in a very non-gay way of course)

"Chill, man, he's got a chip. If they got the chance to activate it, he can't hurt anyone anymore." He gave a short laugh, "He's a neutered puppy now."

The intense desire to force-feed the man his big shiny gun almost took Spike over, but he managed to hold back, waiting for them to leave.

"That's a big if." the first sighed and they turned out of the hall, leaving frightened murmurs from other students behind.

A chip? What had those wankers done to him in the labs? He glared after the commandoes, stepping into the open hall with his human shield.

"Can't hurt..." It couldn't be true. He'd go insane! "Time for a test, then." He sighed.

The girl watched him with huge, brown eyes. She looked like one of those damn Pound Puppy dolls Drusilla used to fawn over.

"Look at them, Spike. All the pain they're in. Its delicious! "

He frowned, not liking the human twinge in his gut at the thought of his sire. That worthless bitch had left him for a chaos demon.

Of all things!

"I never liked those dolls." he told the confused girl before bending her arm backwards. She yelped, eyes growing even bigger, and he smirked, ramming his free hand into her elbow so the bone snapped out of place. He cut off her scream by bashing her head into the wall, then took a deep, contented breath.

"Looks like Big Bad's still a rabid dog." He grinned, then casually stepped over the corpse and headed out of the dorm. Time for a spot of fun.