Spike sat down heavily beside Willow. "She left me ya know, she didn't even care enough to cut off my head or set me on fire. I mean I gave her everything; beautiful jewels, beautiful dresses with beautiful women inside.

Spike buried his face in willow's shoulder. "I just love her so much, why would she do this to me?" His words were muffled through her hair and sweater.

Willow hesitantly patted his back. "There, there, it's... okay?"

Spike nuzzled her neck, taking in her scent. "You smell so good," he breathed a sigh and wrapped his arms tightly around her waist. "You know, I always liked you. You're different from the others, you care about people... even people like me."

Spike glanced up at Willow. Her eyes were awash in confusion, but he could see plain as day that she was curious. He pulled back, keeping his arms latched around her small frame. "Ya know my mother was like that. She loved everyone, loved me, a pathetic poet. I thought using word effulgent made a poet."

Spike released Willow and cocked his head to the side. He crinkled him forehead. "You're the first person I ever admitted that to. Why the bloody hell did I do that?"

Willow shrugged. "I won't tell anyone, and I certainly don't hold it against you."

Spike smiled gently. "Really, no teasin', I'm still the Big Bad? Even after the whole cryin' bit and the, that let's face, mary telling of my nancy-boy past?"

Willow nodded, her red hair bobbing about her shoulders "Yes, your most definitely one of the most evilest, if not the evilest and manliest vampires I've ever met."

"Kitten, you're a terrible liar, but thanks for tryin'."

Willow frowned, "Hey! I am not a terrible liar," she paused, thinking about his remark. "And hey, I meant it."

Spike grinned and slowly shook his head, clearly not buying it. "Right, I've proved myself real manly tonight."

"Okay no, but everybody has off moments."

Spike dropped his head to his chest. "Yeah, well my whole existent has been an off moment."

Spike looked up Willow again. "You're really tryin' ta make me feel better aren't you?"

Willow stared at her feet shyly. "Well you're all hurting and all. An- and I always kinda liked you too. I mean when you're not trying to kill me, which isn't very often but still- it happens."

Spike laughed. "I guess I'm not the easiest person to like, guess it's easier for me to like you."

Willow gazed into his eyes. "I really do like you."

He leaned in and captured her lips in to a soft, chaste kiss.

Spike jerked back in shock. He worked his mouth, trying for words but failing. "I'm- I'm sorry I didn't - didn't mean to-I mean uh- bugger, I'm making an arse of myself. I shouldn't have-."

Spike's apology was cut short as Willow attacked his mouth. Her lips moving furiously against Spike's. She ran her tongue across his, sucking his into her mouth.

Spike moaned as Willow bit his tongue. He bit her back, the taste of their blood mingled made little Spike come alive and push against his denim prison.

Willow gasped as Spike slid his chilled hand under her blouse, kneading the flesh of her stomach. She grabbed the back of his head with a hand and pulled his mouth closer. With her other hand she push Spike's hand higher. "Ohh, Spike, ohh ... that ... feels ... feels good..."

Spike stood, lifting her so she wrapped her legs around his waist.

Willow obliged and secured her legs around his middle. She tugged on his jacket, growling when it didn't budge.

Spike stripped the jacket and his over shirt off as he carried her to his old room.

The room was burned like the rest of the warehouse, but the bed was good enough for his cause. He groped Willow's butt, reviling in her little mewls of pleasure.

Willow herself licking and sucking on Spike's neck as they fell on the bed. "Oh god Willow, ohh, don't ... stop. feels good. Mmm so... good"

Willow bit down on his neck, leaving an imprint of her teeth.

Spike made a strangled sound a pulled away, ripping his shirt over his head and tugging hers over her head. He moved from her neck down her collarbone, licking his way towards her bra clad breasts.

Spike stopped and pulled himself up a little. "Are you sure you want this? I'll stop now if you say so, but I don't know if I can control myself if we go further."

Willow was taken by surprised at his question. Shocked a Master vampire would be worried about it. His hair was mussed and he looked almost like a nervous teen, looking at her for an answer. She grabbed the nape of his neck and pulled him into a searing kiss. "I'm sure. Less words, I wanna feel you."

Spike tugged off her pants and under garments. He stopped and looked at her naked body, memorizing every curve. "You're so beautiful, so... effulgent."

He stripped off his pants and watched Willow blushed as she looked at his erection. "I've, I mean, this is my first time," her cheeks got impossibly red.

"S'okay Kitten, I'll walk you through," he kissed her, brushing her cheek with the back of his hand. "You can touch me how ever you want, explore," Spike laid on his back, allowing Willow access to his body.

Spike stared entranced as Willow ran her hand down his torso, raking over his muscular stomach. He watch her head hesitantly ducked in between his legs. Spike moaned and arch his back as she lavished his thighs with her wet tongue. His fingers dug into the mattress when Willow touched his shaft. "Aw, shit. Don't... stop..."

Willow felt courageous at Spike's promptings. She moved her mouth over his dick, taking as much as she could into her mouth an using her hands on what she couldn't. An unfamiliar heat shot through her when Spike's hips jutted up as he groaned insanely.

Spike stopped Willow, pulling her lips up to his. "Now," He grasped her breasts, rubbing them. "it's my turn to explore."

He rolled on top of her, his mouth traveling down her body. He stopped at her folds. Bring her legs over his shoulders he licked up her, pushing he face into her. He sucked and nibbled her clit, thrusting two fingers into her sheath. Spike felt her clench his fingers as her orgasm hit.

Spike climbed back on top of her and kissed her hotly as he line himself up to her entrance. "It's goin' ta hurt at first, but I swear it'll feel good," he whispered into her ear.

Spike slowly pushed himself into her slickness, waiting for her to get use to him. His heart hurt as he heard her small cry of pain. "I know it hurts, I'm sorry. It will feel good soon I swear, just give it a minute."

Spike kissed away the tears in the corners of her eyes before taking her lips into another kiss. He waited to move until she started to push her pelvic up a little. He slowly pulled out half way before pushing in again. He kept up a slow pace until he was sure she was ready for him to go faster.

Willow kissed Spike as she prodded him to go faster.

Spike nuzzled her neck as the pleasure built with in him; he could feel her ready to cum and sped up his pace.

Spike growled into her shoulder as she started her first orgasm, her sheath squeezing his cock. He started to suck and nip her breast bringing her into a second orgasm, this time he came with her bring her into a bruising kiss and a third orgasm.

Spike rolled to his side pulling her into a gentle embrace. "So Kitten, how was your first time?"

Willow smiled against his chest, "Great, thank you Spike."

"Why, don't you think I wanted this just as much as you?" Spike pulled her head from his chest, looking at her adoringly.

Willow shook her head softly. "Not that, thank you for being so gentle, and I guess for not just laughing at me and the fact it was my first time." Red powdered her cheeks. "And for letting me explore."

Spike pressed his lips to her temple. "Now what makes you think I'd laugh at you?"

"Well you are what, a hundred and ten or so, you've been with the same woman all that time, I'm sure she is than some virgin." The thought brought tears to her eyes.

Spike kissed her brushed his lips across her's before hugging her to himself. "Willow this wasn't just about the sex. I mean it was great but that not why I rushed into this with you. Dru, she'd never let me hold her like this, or be so gentle."

Spike pulled her back again. "Remember when I told you that I'm an off vampire? It''s 'cause I kept the ability to love and care, needless to say that Angelus and the rest weren't so thrilled about it and set off to take that away. It didn't work but I would pretend so Dru would stay me."

Spike wiped the tears off her face. "Tonight, I was taking as much as I gave. You brought the William outta me; I needed to be gentle and loving. So yes this was your first time, but I guess it was mine too. Definitely no laughing matter."

Spike captured Willow's quivering lips into a passionate kiss. "Willow I think I've-"

Spike was cut off by Xander's below. "Wills are you here, and if so where is here?

Willow jumped having forgotten the fact that Xander was in the other room. "Oh no, if he sees me like this I'm dead- And he'd probably get himself killed trying to stake you."

Willow looked around trying to find all her clothing. "Spike, a little help please."

Spike shook his head clear. "Right clothing, um oh here's your underwear."

Willow quickly threw on her cloths. "What in the world am I going to tell Xander I was doing back here?"

Spike smirked, "You could tell him I was shagging your brains out. Or you could tell the ponce that what you do with a man behind closed doors is none of his damn business."

Willow wacked Spike on the shoulder. "Not helpful, really what should I say?"

Spike pouted and rubbed his shoulder. "I don't know; tell 'im I took you back here to negotiate the terms of you're leaving. Which now I'm starting to think should have something to do with bring you back in here for some more, negotiating." Spike wiggled his eyebrows.

Willow nodded, ignoring his suggestive suggestiveness. "Yeah I think Xander might just fall for that."

Spike took Willow's hand, "Well I guess I should bring you back out then."

Spike led Willow out to Xander, "Okay Whelp, I had a little talk with Red here and I've decided to let you two go on one condition. There will be no telling the Slayer or the Poofter bout me, got it?"

Xander nodded. "No telling Buff no prob, just get me and Wils the hell outta here."

Spike nodded and started to lead them up the stairs. Spike sprung back as Oz and Corrdelia came crashing in.

"Oh Bugger, you've got to friggin' be kiddin' me."

Spike ducked Oz's fist. "Hey now little one you don't want to be startin' fights you can't win, now do you?"

Spike went to punch Oz but Willow grabbed his arm, "NO, don't hit him."

Spike huffed but put his hand down. "You're bloody lucky, I hope you know that mutt."

Spike jumped over the railing to escape further attacks. "Okay, so the cavalry's here. Just in time to, ya might 'ave been too late ta watch me let your friends go."

Corrdelia ran over to Xander. "Are you okay, he didn't cut anything off did he?"

"Nah, he just hit me, still hurts like an S.O.B though."

Oz went to hug Willow but stopped. "Willow, why do you smell like him?" Oz jerked his thumb at Spike. "God he's all over you. Did he – Did he Rape you?"

Willow's shocked exasperation was mirrored by Spike. "Oz how could you-"

"I would never-" Spike started to say.

Spike and Willow were cut off by Xander. "Was that what he was doing with you in the other room? Is that why he was letting us go?"

Xander turned on Spike not waiting for Willow to answer. "You bastard, I'm gonna stake you so hard Angel's going to be on the brink of dust."

Willow tried to stop him.

"Xander stop he didn't do anything."

Xander grabbed Corrdelia's stake and started towards Spike. "Sorry Wils but Oz's nose doesn't lie, if he says Spike's stink is all over you then Spike's one dead vamp."

Oz nodded, "I smell him all around her, and I'm sure the bastard touched her.

Willow said the only thing she could think of. "No Xander, Spike didn't rape me, but- but we did have sex."

Xander stopped in his tracks. He spun on her. "What the hell, are you insane, are you trying to get yourself killed? Willow he's a murderer, how could you even think about letting him touch you? Willow I thought you were smarter than that."

Willow shook her head, tears burning her eyes. "Xander you – you wouldn't understand."

Xander threw up his arms. "Well why don't you try and make me, or better yet why don't you explain it to Oz. I'm sure he'd just love to hear your expiation."

Willow turned tail and ran. She sprinted up the stairs. Before she made it to the top, a stair gave in and she fell through, landing on an iron bar.

Spike was through the hole and by her side in a heartbeat holding her hand and whispering comforting words in her ear.

"It'll be okay, shh it's all okay. Don't worry just considerate on my voice." Spike looked up at three looking down at them. "Hey morons how's about getting some bloody help down here! Well, get your bloody arses moving. "

Oz and Xander both went racing to get help.

Spike went straight back to Willow, "Hey Luv you gotta stay with me, come on now stay here no givin' up." Spike pressed his lips gently on hers. "Come on I need you to stay with me, I can't lose you to some bleeding piece of metal."

Willow looked at Spike, "Spike, I can't- see you." Tears flowed freely from Spike's eyes as Willow passed out. "No Willow stay with me. I think I've might 'ave bloody well of fallen in love with you."