Disclaimer: I own nothing, I just borrow to play.

ok this is my first EVER anywhere fan fic. so please be nice, and review please, though be warned any flames will be used to light candles. this is set during the season 3 ep. Billy, can't believe no one wrote this, so I finally had too. Wesley's words in bold, thoughts in italics. may Wesley forgive me for doing this to him, Fred too.

an infected Wesley searches the hotel for Fred

Fred's POV

"Fred….oh Fred dear….where could you be hiding, oh that's easy just think of stupidest place ever and I'm sure that's exactly where you'll be"

Fred ran to the top floor and into the room at the end of the hall. Locking the door she relised there was no way out. She ran to a dark corner, maybe if she was very still and very quite he wouldn't find her.

"Running around here in those skimpy clothes, practically begging for it….well not practically just begging"

Sitting rocking in the corner, Fred could hear the floor creaking as Wesley started down the hall. just stay small and quite and he'll never find you. as the creaking was getting louder, closer. oh no oh no.

The sound of the axe hitting the door made her jump.

"of course a small dark hole in wall, right where we found you, right where you belong"

There was no where to go, no way out. She watched helplessly as the door splintered and finally broke in. Giving her a view of Wesley she knew she'd never forget. breathing hard and holding that axe, he almost looked like the fighter she knew him to be, but right now he just looked mad.

"Wesley please…this isn't you, it's the blood….you don't mean this."

"oh don't I? I don't mean to tell you that your pathetic and weak, sniveling in a corner…in those skimpy rags barely covered…letting me see that skinny curvy disgustingly female body of yours."

He stalked closer still holding the axe, raising it to the level of her head.

"Wesley no please don't, you don't wanna do this, you like me really, you're a good guy, you fight evil things with Angel and Cordelia, and you use those big books of yours to find out things, you…"

He swung the axe burying it in the wall less than an inch above Fred's head.

"see I knew you were good, I knew you wouldn't…"

His slap silenced her.

Wesley's POV

She looked so weak and helpless cowering on the floor, a turn on if ever he'd seen one.

"no I'm not going to kill you, not just yet"

Grabbing her hair he threw her on to a pile of old drapes, smiling as he saw her scrap of a dress slid up her milky white thighs.

"there are some uses for a woman, for her body anyway"

He could taste her fear as he undid his pants and casually stepped out of them, not being one for under things he knew she had a clear view of his sizable manhood.

"Wesley no, you can't"

another slap and now there was streak of blood on her mouth, damned if it didn't look good on her.

"there's no need for you to speak, what could someone so stupid possibly have to say? no I have a much better use for that mouth of yours"

Again grabbing that mop of hair she had he pulled her face up to his straining member.

"now be a good girl and do something useful"

"NO! I can't, Wesley please"

Tried of hitting her face he punched her stomach and watched in delight as she slammed into the wall.

"lets try this again"

He grabbed her up again and brought her where he wanted her.

"now put your mouth to it's only good use, or I'll put my axe to it's best use"

Overjoyed with the tears now filling her eyes, he watched those soft pink lips part, pausing for a moment to enjoy the sight of her like this before filling that opening with several inches of hard cock. She gagged on it and he could feel her tongue slapping against the underside, damn it was good. He started thrusting into her wet mouth, her whimpers and choked off pleas an intoxicating chorus.

"that's excellent, seems you do have some talent after all, small though it is"

pushing all the way in until he hit the back of her throat, holding himself there using both hands to keep her head in place as she struggled to breath. He groaned in satisfaction as he shot jets of hot cum down her throat. stepping back to enjoy the site of her curled on the floor retching and crying.

"just when I though you were completely useless, you almost do something impressive, lets see if we can improve your performance."

Seeing her lay on the ground spurting at the salty taste in her mouth Fred looked so shocked and confused like she couldn't believe it was shy, dull Wesley that put it there. As he stripped off his shirt she tried to crawl away again. He caught her foot and dragged her back toward him, causing her dress to slide up around her waist.

"Black panties I should have known, did that slut Cordelia buy those for you? your as much of a whore as she is."

He ripped them off and came down on top of her, pinning her arms above her head with one hand. He slipped the middle finger of his other hand into his mouth before moving his hand down between her struggling legs.

"Lets see just how bad you've been Fred"

"Wesley don't, your hurting me, it's a spell I can help you I know I can find a way to cure you just let me up and it'll be alright."

Fred froze in place as his hand closed over her most intimate place and he slowly forced his finger between her lips and inside her tight passage. He was surprised to be stopped by her virgin barrier.

"Well well well isn't this precious, not as much of a whore as Cordelia then, she'll sleep with anything with money, but you…you waited for me."

"Wesley…"

He leaned down and bite her shoulder hard enough to taste her blood. Her scream music to his ears.

"No need for you to speak, now open those fragile legs of yours or I'll break them both."

She complied in blessed silence except for her sniffles and tears. He ran his throbbing cock up and down her slit, noting that she wasn't wet at all, being her first time this was really going to hurt….how perfect he thought smiling down at her.

"now hold still and this'll only hurt a lot"

Fred's POV

She couldn't believe he was really going to do it, he couldn't not her brave, well mannered Wesley. Fred had just started to finally notice boys could be almost as interesting as interdimensional calculus when she'd been sucked into the Pilean hell world. Whatever thoughts she'd spared as to how her first time would go, this hadn't been in the list.

As Wesley's face twisted into a smile she felt his 8.73 inch penis pressing into her. She couldn't hold back her screams as she felt her hymen tearing, the pain was worse than she had ever though it would be, and as he began pumping into her she could feel blood staining the insides of her wide open legs. She turned her face away only to have Wesley grab her throat and force her to look at him.

"You look at me while I'm fucking you, you little tramp, don't act all shy and innocent you know your loving it."

"Wesley please it really hurts, stop it"

He used his teeth to rip the top of her dress down and bite her breast this time. Fred dissolved into tears and screams for help as Wesley slammed into her for what seemed like hours. Of all she had suffered in the last 5 years this was the worst of it.

"such a good girl, I knew you'd like it. Now lets silence that irritating voice of your once and for all"

As his hand tighten on her throat Fred could feel her lungs burning and saw her vision dim. When her brain began to struggle to think she automatically started calculating pie 3.14159…2…..6….5…3.…..5…..8…

Suddenly Wesley's eyes flashed red and his hand loosened enough for her to draw in a breath. He blinked down at her.

"Fred? Fred what's….Oh my god!"

He jump up, ripping himself painfully out of her in the process and backing away cross the room.

"Fred I'm so sorry, I don't know how I could have ever….I'd never hurt you…."

He turned and ran out of the room as Fred lay bleeding and coughing on the floor.

A few days later….

Fred stood knocking on Wesley's door, she knew he was home but not opening the door.

"Wesley it's Fred, I ummm, I know your not ready to come back to work just yet but I though I'd come and check on you. I want you to know I don't blame you for what happened….it wasn't your fault it just…"

The door opened and Wesley looked like he'd aged ten years since she'd seen him last.

"How can you be here Fred, after what I did, I should be the last person you want to see."

"I know that, but your not. You didn't mean to do what you did and I didn't tell anyone, because I know that wasn't really you. you're a good man Wes.."

"A good man could never do that to woman he lov….could never feel such violence and hatred toward her."

"That wasn't something in you Wesley, that was something done to you."

"I just don't know what kind of man I am anymore, goodbye Fred"

He closed the door shutting her out. She began to walk away when she heard him crying and whispered to herself.

"you are a good man Wesley."

A/N I hope you liked it, and I just could resist the 8.73 inches part, I figure it's something Fred would think and a crack at how all men wanna say they're 9 inches. LOL. please review and yes I did check my numbers on pie and that is the real number.