A/N: This is set in early season 8, before anything dramatic happened in the show. There isn't any mention of Billie's sister Christy or of any other spoilers that I know of… (Except what I just wrote in the A/N…)

This is kind of AU, Billie and Phoebe live together. Warnings: Language, Bit of violence, and sex. Disclaimer: I don't own Charmed or its characters…

So, I decided to try and make the chapters better by fixing the mistakes that I've spotted, there isn't much difference here, other than a few changed words and hopefully better spelling and grammar. Sorry if I have missed anything, I'm not perfect and neither is the computer.

If you guys would be so kind as to tell me what you think of the story/chapters, that would be awesome, please review/comment/pm me? :) Virtual hugs for everyone! Ok, that's all of the hinting (begging) I'll do, I'm not one to be rude and demand shit, I'll take what I can get and will be very happy about it.

Thank you all who are still with me and who has already reviewed, they mean a lot.

And so, without further ado, here is the first redone chapter.

(Thursday June 10th, 7:38pm Phoebe's pov)

"Billie, no!" I yell out as she is thrown across the attic and into the wall. Paige runs to her side while I jump and kick the demon's head, He barely even moves from the impact.

"Is she okay?" I hear piper ask in the background, making me turn to see for myself. It proves to be a mistake; I am lifted into the air and tossed aside, landing thankfully onto the tattered couch.

The Demon charges toward the others, on a mission to reach Billie. Piper throws her hand out; trying to blow him up, but the demon barely moves a mere few feet away. I run at full speed, grabbing the knife from the table and plunging it quickly into the demon's side. He wails out in pain and turns to swat me away, I dodge out of the way and strike again but he is to fast this time, I miss.

"You messed with the wrong demons, witch. You are going to pay for what you did to Malik, I'll be back with help and we will destroy you and your little witch friends." The demon snarls at us and gives Billie a warning before disappearing out of sight.

"Billie, are you ok?" I stride over, my hands instantly roaming over her to check for injuries.

"I'm okay."

"Good." I reply, taking my hands off her. I harden my face, glaring at her, then turn on my heel and storm out. My feet carry me downstairs and out the back door to the patio, tears of relief and frustration fall down my cheeks. I wipe them roughly away; I'm in between pissed and worried as hell now.

"Phoebe?" I look up at Billie's tentative voice; she gasps and walks over, "You're crying. Phoebe I am so sorry"

"No, what you are is sorry that you got caught. You deliberately disobeyed us and went behind our backs Billie! I told you that you weren't ready to go out alone, you just couldn't wait on us, we told you that we were going after it tonight, when we knew more. Now you've got yourself up shit creek without a paddle and have dragged us into it." I yell at her angrily, ignoring her comment, even though it hurts me that she seems to be worried about the tears that have escaped after wiping them off a few minutes ago.

"I thought that I could handle it, He wasn't the worst demon we have faced and he didn't use any powers on us when he attacked us Tuesday night." She tells me, looking down guiltily. I only feel guilty for yelling at her for a moment before remembering that I could have lost her last night or tonight. Thank the Gods for Paige, I'm glad she heard my call on Tuesday night when Billie and I first ran into Malik, I could have lost her then too.

"What in the hell made you think that you could take on a damn demon by yourself? No matter the size or strength of it, You should never go alone!"

"But I vanquished Malik and I did it on my own, He was a lower level demon. I-I wanted to prove to you that I could handle myself, my powers are growing." She whispers, trying to justify her actions, like what she is telling me is supposed to make me feel any better for her being out God knows where with that thing.

"Billie, you don't have to prove yourself to us, I see that you are growing, I do. However, I also know from experience what should or shouldn't be done alone, regardless of the powers you have. You may have killed Malik, but you pissed off his clan or whatever the hell they call themselves, and now they are after you and us by association. We have no idea how many there are of them, God I wish I could ground your ass. You know what? Maybe I should. After this is over, after I protect your dumb ass from these damn demons, I should put you on house arrest, with nothing to do but research and us drilling right and wrong into your head. No TV, No internet, and No leaving the house for any reason. What do you think about that?" I reply and get up in her face, still angry and frustrated. But, as soon as I say the word drilling, I have a picture of me drilling something else into her, my fingers.

She always has me so worked up, whether it be from something stupid like this or from something like her walking around in her underwear and a tank around my apartment at night. My feelings for her are growing by the day.

"You can't ground me; I'm 20 years old phoebe. I'm sorry ok? I get that it was wrong; I shouldn't have went by myself. Lesson learned." She scoffs out then apologizes, But, I can't tell if she is being serious or just trying to get me to stop yelling at her.

"You live with me; you have to abide by my rules. Will staying in with me for however long I deem necessary really be that bad? I'm sure you could handle it, it's not like you have anything better to do." Oh shit, what am I getting myself in to? Yeah we live together, But, I work and she is always gone. We would have to actually spend copious amounts of time together.

"When you put it like that, no." She say's, looking up at me. "But are you really 'grounding' me?" She adds in disbelievingly.

"I don't know Billie, But, I'm really pissed at you, not to mention disappointed. Let's just go back inside; we need to look up the demon so we are prepared, like we were supposed to do tonight anyways." I tell her tiredly and with a sigh, and then walk away without another word.

When we get back inside, Piper and Paige are in the living room. "We looked the demon up, seems they are pretty common lower level demons. They're called the punitors, it's Latin for avenger. Males are rough skinned and beige in color while females are smooth and peach colored. They are six feet, strong and their power is poison produced from their claws. It paralyzes you then slowly and painfully stops all your organs until it kills you. Guess it's safe to say no one got scratched then?" Paige reads from the book, explaining the demon.

"No, none of us did. Right?" I reply back; looking at them, then focus on Billie. She shakes her head no, I sigh in relief.

"Great, so now all we have to do is wait on them to show up, easy as pie." Piper says sarcastically from her spot beside Paige on the couch.

"Well, at least they are easy-ish to vanquish, all one needs Is a good spell or this dagger through the heart…" Paige tells us as she holds up said dagger.

"I'm sorry I shouldn't have gone alone, I didn't know there was a nest of them. I put all of us at more risk" Billie looks at me and say's, upset and face full of regret. She turns and takes off out of the room.

"Go after her, you two can have your old room tonight, we need to stay together."

I look at piper and wonder why she is telling 'me' to go after Billie, not that I mind… I nod in her direction then head upstairs. Billie is in the bathroom, I go up to the door and knock lightly, "Billie, come lie down when you get out, I'll be in my old room ok?"

"I'm not sleepy, it's still early."

"I didn't say you had to sleep, just come talk to me, please." I roll my eyes and tell her, hoping that she will listen.

"Okay."

A few minutes later, she appears in the doorway of the bedroom then closes it behind her. She gazes at me nervously and walks hesitantly over to the bed, getting in slowly under the covers, "Are you going to yell at me again?"

"No sweetie, I'm not going to yell. Come here." I answer and pat the spot beside me; she moves closer, body tense.

"I am so mad at you, for going behind our backs like that. But more importantly, I'm mad because you could have gotten hurt or killed and I wasn't there to protect you." I start off, being honest and admitting my true fears.

"I understand what you are saying, I know what I did was wrong and I'm really sorry I even did it. But phoebe, you cannot protect me from everything; I'm not your kid." No, she isn't and I sure as hell don't think of her like that, far from it.

"I know you aren't and I don't think of you as my kid or baby sister. You are my best friend and I care about you so much, do you know how much it would kill me if something were to happen to you?"

"You don't? You could have fooled me; you are like an overprotective big sister or something." She huffs out and gives me an incredulous look, half sitting up to do so. She has it all wrong though, I wish I could show her what I meant, what she really means to me.

"So, are you mad at me because I'm protective over you? And as I said, I do not think of you like that. But is that what I am to you, a big sister?" I ask her, curious to know but hoping to God not.

"I don't know, N-no? What do you want me to say?"

"Nothing, just get some sleep okay?" I sigh in frustration, shaking my head and turning it the other way.

"But Phoebe…"

"Goodnight Billie"

I feel her move over, farther away from me, nothing else is said. She didn't have to move away, I want her beside me; I want her pressed against me so bad. It's early still, but we have had a bad night and I feel sleep creep up on me quickly.

"Phoebe…"

"Go to sleep Billie" I make a face and mumble out, having been woken up as soon as I had drifted off.

"I'm sorry" She hugs against my side and whispers in my ear, my breath hitches and I tense up at the closeness I so badly wanted.

"I'm sorry, did I just hurt you?" She asks worriedly and goes to move, but I use my arm to keep her in place.

"No, just surprised me. Stop apologizing"

She relaxes into me, sliding her hand across my stomach, my heart jolts and my hand tightens on her back. When her lips graze my exposed neck, I almost jump out of my own skin, startled. I tense up, heart racing, waiting for what happens next. Nothing does, it must have been a fluke, God what a tease and she doesn't even know that she's torturing me inside.

"I'm not sleepy." She whispers, lips touching my neck as her fingers contract against my side. What does she mean? Is she trying to tell me something? Because this moment is becoming very intimate.

"You were thrown against the wall; you should sleep it off…" I tell her, swallowing hard.

"P-please" She replies, voice cracking. My face scrunches up in confusion and worry.

"OK, if you want to stay up that bad it isn't that big of a deal."

"Phoebe please." She nuzzles into my neck, sounding desperate and I can feel that her breathing has changed.

Oh God what is she doing to me? She has me so turned on it isn't funny. I slide my hand down her back and slowly under her shirt, she lets out a puff of breath then her lips are back on my neck, this time the kiss she places there is unmistakable.

I gently scrape my nails down the soft expanse of her back, she presses into my hip in response then grazes her lips up my neck and across my cheek. I turn my head and capture her lips with mine, not being able to take it any longer. She gasps; I tug at her so that she will move on top of me. She lifts enough to slide over me, I spread my legs and she lands in between them, our lips still attached. I slip my fingers through her hair and kiss her harder.

"Mm" She moans against my lips and presses herself into me, but pulls back quickly, stopping all movement and burying her head into the crook of my neck.

Our breathing is slightly heavy, she stays still for a few moments and I stay silent, not knowing what to say. When I do go to open my mouth to try to speak, her hips subtly move against mine, making me close my mouth and my eyes. She does it again and again, holding herself up with her forearms for leverage, but she stops. I almost let out whimper, she is teasing the hell out of me and I don't think she realizes she is doing it; she seems to be unsure of what she is doing.

"Billie, don't stop." I whisper and nudge up with my hips, needing her to move. I rub up her back, taking the shirt with me.

She sets her lips at my ear, "I don't know what I'm doing"

A loud crash emits from somewhere in the house, stopping me from replying. We look at each other, eyes wide, then both jump and out of bed, running out the room to go investigate. "Piper, watch out!" Paige yells from in the living room.

"O shit, there are four of them!"

"That's right, witch. I brought the whole family along; you will not escape us this time. You should not have killed our brother; they don't call us avengers for nothing." The demon from earlier speaks up, presenting his family with his hands spread out. There are two females and two males.

"Well he tried killing us first, are we not supposed to defend ourselves?" Billie asks him, trying not to show fear. The demon shows surprise briefly, but covers it just as fast

"We are demons, do you not expect us to try to kill your kind?"

"No, we do expect it. But that doesn't mean we are going to sit back and let you." I add in and step up in front of Billie, blocking her from him.

"No I suppose you aren't. Malik was old and angry from losing his mate, we do not kill randomly, but we have to avenge him regardless. He is our brother." He tells me almost regretfully, but not enough to keep from trying to kill my girl and us. There is no way he is going anywhere near her now.

"You plan on killing all of us?" I ask him as I cross my arms, glaring at him.

"Only if you get in my way of the one who is responsible for Malik's death. I see that you are already trying to protect your little girlfriend, but you cannot stop me. If you try, my family here will intervene."

"You aren't getting her." I let him know, backing until I am pressed up against her.

He laughs then looks at me knowingly and then sadly, "She killed him, what am I supposed to do about that?"

"She didn't know about him being old and angry, all we know is that he tried to kill us, she had to protect herself and us. I'll be dammed if you take her from me, us."

"I can tell you and your sisters will put up a good fight. She might not have known, but she needs to be punished, I am not leaving here until she's dead at my hands." He replies, hardening his gaze once again and getting ready to fight.

I get in my fighting stance, he laughs aloud then strikes at me, I duck and kick, hitting his side. He laughs again and charges the short distance between us, I push Billie out of the way and take the impact; I'm knocked to the floor. He moves toward Billie before I can get up, "Paige get Billie out of here!"

"Anywhere you go, I'll follow." He says as Paige gets there first, orbing them away. He disappears into thin air after them, "No!"

I turn to the other demons, who are just standing there, silent and alert, "Don't let him do this, Please! I cannot lose her!" I'm ignored.

"Leo hand me that paper!" Piper yells at him, holding out her hand. He cautiously walks over and hands it over, she jerks it out of his grasp, "Go after them" He nods and orbs away.

Before Piper can start the spell, Paige orbs back in, holding an unconscious Billie in her arms, whose face has deep scratches poring out blood. My eyes widen and I run over as Paige lies her down on the couch. The demon appears before us, "It is done"

"Undo it you son of a bitch! No, Billie No, I can't lose you. I haven't gotten to show you how much you mean to me, O God you have to fix it! Paige, heal her!"

"Our poison can only be reversed by us. You are in love with the little witch?" I turn at a new female voice, eyes ablaze.

"Yes" I answer without hesitation, seething between my clenched jaw. Paige glances at me in shock as Piper finally starts the spell.

"I wouldn't do that; no one else can help her but us. Carrow, come here, we have something to discuss." The woman demon calls him over, he looks up sharply at her but obeys. Piper stops with an irritated groan. The demon's all huddle together and start to speak in an unknown language, the demon who was after Billie growls and looks over at me.

"We will spare your girlfriend on one condition, take our demon mark, you will owe us a favor."

"What? What do you mean owe you a favor?" Piper asks them disbelievingly. I would like to know the same thing.

"In exchange for the witch's life, her girlfriend will take our demon mark on her arm, and when we need this favor, no matter what it is, we call on you at any point in time." Carrow explains gruffly, not happy about it, but complying with the woman demon's suggestion.

"Fine, anything just save her, please." I give in; Billie cannot die on me, not now, not ever.

"Phoebe we don't know what this demon mark entails, you can't take it without knowing what it is." Leo, having orbed back, tries warning me.

"Tick, tock. Better hurry if you want us to repair the damage."

"One question, you aren't taking my soul or powers are you?" I ask him, ready for this to be over.

"No, we don't take souls and we don't want your powers. Just a favor of some kind at a later time. Our word on that." The lady demon answers me, quelling my fears some.

I nod at him, "Do it."

Xxxx

(Later, at Phoebe's apartment)

Leo lies Billie down on my bed, she's no longer unconscious or hurt, but is in a deep sleep. "Thanks."

"Of course, you get some rest too. Call us if you need anything." He replies and hugs me lightly; I hug back and take in his comfort, "I will, goodnight."

"Night Phoebe." He squeezes my shoulder then orbs out, leaving us alone. I walk over to her side of the bed and lean down, planting a kiss on her cheek, then lean back up and head to my bathroom.

After a short, hot shower and a cry, I walk out and into my room, wearing nothing but a towel. My wrist where the demon mark is, reminds me of almost losing Billie yet again. It looks almost like a bar code but it doesn't hurt at all. "Phoebe?"

I look up from my wrist at Billie; she is sitting up now, looking disoriented. "Hey sweetie, how do you feel?"

Her eyes blink several times then they travel over my body, making me blush. "Um confused… When did we get here? And what happened with the demons? The last thing I remember is him scratching the shit out of me."

I stroll over, standing in front of her where she is sitting on the edge of the bed, looking like she is about to get up, "Don't move just yet, give yourself some time. All you need to know is that we saved you and the demons aren't an issue right now. We'll talk about it more tomorrow okay? I just want you to rest and take it easy, how about I draw you a bath and you relax for awhile?"

"Yeah, ok. That sounds great actually, thank you." She agrees willingly.

Half an hour later, the bathroom door opens and she emerges in one of my big fluffy towels. I watch as the water drips down her chest and disappears into her cleavage. "I'll be right back; I'm going to go change." She tells me as she walks to the bedroom door.

"You don't have to." I close my eyes as the words leave my mouth. I reopen them just in time to see her turn with wide eyes and an open mouth. "I-I mean, you could just wear something of mine if you want…"

Or she could wear me… who needs clothes? She walks over to where I am on the computer chair at my desk, but stops mid step, looking conflicted. "I'll get you something." I let her know, standing up to do so.

She nods and looks away; I walk over to my dresser and grab panties, then go into my closet for a shirt. When I come out, she is sitting on the edge of the bed again. "Here sweetie, want me to dress you too?" I lay the clothes beside her and tease, winking at her.

She blushes and looks down, "No, I want you to undress me."

My heart stops at her words then starts back up wildly, "Could you repeat that?"

She shakes her head no and bolts off the bed, "I'm sorry, I'm just teasing you pheebs"

I grab her around the waist and pull her into me, her back to my front. Her towel slips some, my eyes fall to the top of her breasts. "No more teasing."

"I-I don't..."

"Turn around Billie" I interrupt softly, helping her turn in my arms. I waste no time in kissing her, "Don't you…ever do that...to me…again." I say between kisses, backing her up to the bed.

"Don't do what?"

"You almost died tonight Billie, I don't know what I would do without you, and I don't even know how I made it this far in life without you by my side." I whisper as she hops up then don't give her time to reply before kissing her again.

"This is real, right? Because I couldn't handle it if it wasn't, I would never want to wake up."

I kiss her again in response, "You feel that?"

"Yes."

"This is real. God I need to feel you." I reassure her and crash our lips together as I pull at her towel, it loosens the rest of the way, and I toss it aside.

"Do you know how turned on I've been all night because of you?" I ask, cupping her cheeks and kissing her plush lips. "Clothes off." She tugs at my shirt; I lift it up and off.

"I don't know what to do"

"You don't have to do anything baby, let me take care of you." I whisper and help her slide up the bed, then follow after. She leans up and kisses me softly, I moan against her lips, loving the feel of her. Her tongue slips past my open lips and meets mine; I gasp, surprised at her forwardness but turned on from it as well. Our tongues stroke slowly against one another, she wraps her arms around me, hands sliding down my back to my ass, caressing it.

I pull back from her lips and start trailing kisses down her throat, chest and to her breasts, taking a nipple in my mouth. "O" She gasps out and holds my head down. I smile against her now pebbled nipple then bite gently, she then bucks into me. I suck it between my lips then lick over the bud. "Mm"

I move to the other one and give it the same attention before kissing down her stomach, my tongue tickles in her belly button then continues lower to where I want to be most. "Phoebe, wait."

"What's wrong? Too fast?" I ask worriedly, sliding back up her body. "No, I want this, I just…" She shakes her head and replies but stops herself, looking away.

"Just what? Tell me."

"I-I'm a virgin…" She whispers in a barely audible voice, but I manage to hear her. I close my eyes at the thought of taking it from her and cannot help but kiss her, hard.

"I won't do anything you don't want me to"

"I want you, but I wasn't sure if you would want to… you know…"

"I want you too Billie, so bad. If you want it to be me, I'll make it good for you" I let her know reassuringly, kissing her lips softly.

"Make love to me"

I recapture her lips in a searing kiss, "Anything"

I settle myself between her legs, staring intently before tentatively leaning in and licking up her wet folds, "O God phoebe" She moans loudly. Avoiding her clit for now, I lick her aroused swollen lips several times then slide my tongue in her entrance as far as it can go.

"Fuck" She clenches around it, bucking her hips into my face. I pull out and lick slowly upward, finally landing on her clit and flicking gently over it. "Oh Phoebe."

I start flicking her pulsing nub over and over, I lick down and gather her wetness, dragging it back up to her clit and continue to abuse it, "Oh God, don't stop"

"Never" I whisper and slide my fingers into the mix, stroking the length of her, "You're so damn wet"

"Please, I want you" She pleads, whimpering out.

"Are you sure?"

"Yes" She breathes out, tugging on my head. I move to her side and kiss her as my middle finger teases her opening, she kisses back and our tongues duel. I pull back and lean in to her neck, biting down as I break past her hymen with two fingers. "Ow, ow shit." She hisses out in pain, clamping down on my hand with hers, stopping me from moving.

"You okay?" I ask softly, kissing over the bite I just gave her.

"Mmhm, just give me a second."

And I do, waiting on the go-ahead. Meanwhile, I plant kisses over her face, she turns her head and meets me in a soft kiss. "Ok, keep going." She rubs over my hand before letting it go.

I stare into her eyes as I re enter with my middle finger, sliding right through this time, She is tight and so very wet. "I'm going to make you feel good." I tell her huskily, moving slowly in and out of her.

"Mmm yeah? O, oh damn"

I curl my finger, rubbing against her upper wall and trying to find that heavenly spot, and with my thumb I graze over her swollen nub. "FUCK O God, keep doing that."

I can't help but moan and rub against her, at her reaction. I pick up the pace, thrusting against her g-spot harder. My thumb rubs her clit on every thrust; she clings to me, hips moving in rhythm to my pace. "Phoebe I-I'm…" She starts but doesn't finish as her walls start to clench against my finger already.

"Come for me baby." I whisper and thrust as deep as I can go, thumb pressing onto her slick clit in one quick, hard motion.

"HOLY FUCK PHOEBE!" she hollers out, clenching hard and arching up. She tenses up and goes silent, face scrunched up in sheer pleasure, as she rides the waves. I watch, turned on as hell. She's breathing heavily as she comes down several seconds later, her eyes closed and face now completely relaxed. She suddenly surges up and into my lips, kissing me passionately. "I love you."

My eyes widen at her admission, and I stare at her in shock, not expecting that so soon. "Say something…" She looks at me expectantly, nervous and worried.

"I love you too, so much. I think we are dreaming… because never would I have thought that you would feel this way about me, I wished but…" I say quickly, so she doesn't think I don't love her back. But, I'm pretty much in a daze now, reeling from all of this.

"We already established that this wasn't a dream, and the pleasure you just gave me? There is no way that was a dream, trust me." She replies, relaxing. She laughs nervously though, looking down. I tug at her chin, pulling her into my lips, "I love you. Lie down with me and let me hold you"

"I love you too phoebe, God I can't believe that just happened, you just blew me away…" She complies, lying down, facing me. She's blushing; I smile and lean my forehead against hers.

"I told you I would make you feel good; it was my mission for you to have a really good first time."

"Really good?" She pipes up and I frown in worry. "No that was really fucking amazing phoebe. And I'll always cherish it no matter what happens between us." She adds in quickly, seeing the look on my face. I sigh in relief, and then blush. "Me too, always. What do you want to happen between us?"

"I um, well I love you and I want to be with you. Please tell me this wasn't a one time thing?" She answers, stuttering over her words, sounding shy and worried. I smile and kiss her lips, "I want to be with you too, I think we did this backwards though… Would you like to go out with me, on a date?"

"Yes please, I would love that. Can I ask you something?"

"Great me too and you can ask me anything" I reply, okaying it. She smiles at me shyly, "You aren't bothered by my age?"

"No sweetie, well at first I was, but as I became more and more attracted to you the age problem went away. The main thing is that you are of age and almost 21 at that, so we're good and I'm not that older than you are really. If anything about you bothered me I wouldn't have let this happen." I quell her worries and accompany it with a kiss.

"Oh good, I don't want that to get in the way. I really want to prove that I can listen and be responsible, the way I hurt you tonight made me pissed at myself." She tells me guiltily, eyes cast away. I wrap my arm tightly around her back, "That's all I can ask for; I know if you put the effort in you wouldn't make mistakes like you did tonight. And I'm not letting a little thing like a few years age difference get in the way of being with you. Now how about we really get some sleep, you look like you are about to pass out."

"I am kind of warn out, a little sleep won't hurt. Thank you for tonight, it was worth waiting on the right person." She whispers to me sleepily but seriously.

"You don't know how good that makes me feel, I'm all kinds of happy that you chose me." Yeah happy and turned on…still. I smile though and kiss her head.

"Always. Night phoebe, I love you." My heart skips a beat and I feel like getting up to do a happy dance, but don't. I am quite content where I am. "I love you too."

Silence fills the room as she turns and snuggles back into me; I grab the cover and pull it up over us. I'm right where I want to be and nothing will ruin this, not even the demon problem I still have going on. We will leave that for another day, and we will work through it together.