This fic is set in the episode 1 of season 2; 'When she was Bad'.Also, this is my first fic so tips are welcome...but don't be too mean. Anyway, enjoy.

Disclaimer: I do not own Buffy: The Vampire Slayer or any of it's characters. I would have changed SO much of the plot if I did.

Let me comfort you

Willow felt tears spring to her eyes as she tried, and failed, to swallow the lump that had formed in her throat. The sight of Buffy and Xander grinding up against each-other on the dance floor was too much. She looked away and her wide eyes met the pained look on Angel's face. She stood and began to walk towards him. She didn't know what drew her to him. Perhaps it was the fact that she knew he was feeling the same stab of pain in his chest. She finally reached him, looking up into his dark eyes that were full of hurt. "Hey..." She mumbled, her eyes moving to the floor as she shifted her weight from foot to foot. "She's being selfish..." he said. This came out so quietly she didn't know if he was even speaking to her.

"She's trying to get to me. At the moment she doesn't care who she hurts....As long as I'm one of them she doesn't care. She's changed.." His voice was low and controlled, but when Willow met his gaze she could see the war raging behind his eyes...One side wanted him to go over there and pull Buffy away from Xander, the other side wanted him to stay put and not give Buffy the satisfaction she so craved.

"Let's get out of here" She said, grabbing his hand and pulling out of the room before he could answer, although the fact that he hadn't pulled away probably meant he agreed with her. An awkward silence descended upon them as they walked out into the cool night air.

"Can I have my hand back now?" Angel said, making Willow jump. She blushed and released his hand.

"Sorry..." she whispered. Soon they were standing outside Angel's apartment. Willow hesitated when he held the door open for her.

"Are you afraid? I promise I'm not interested in you blood..." He said.

"No...I'm not afraid" Willow said, marching into the apartment. It was dark, as expected, as the windows were blocked. It was simply decorated with basic comforts such as a couch and a bed.

"Sit down.." he said, closing the door. Willow responded automatically, sitting gingerly on the edge of the couch. She watched as he made his way over and settled beside her. The awkward silence came again, but Angel quickly broke it. "Thank you..." he whispered, looking at Willow. "If you hadn't gotten me out of there I don't know what I would have done.."

"It was nothing....I knew how you were feeling because.." Willow hung her head.

"You love him." Angel finished for her. He could see it in the way she looked at him. He was pulled from his thoughts when his brain registered the Willow was shaking and quiet sobs were tearing their way out of her body. He didn't know what to do for a moment, but then settled for scooting closer and placing his arm around her. Willow immediately clung to him, burying her face in his chest and soaking his shirt. His over arm wrapped itself around her. He rocked her gently, whispering what comforts he could into her hair. It felt silky against his cheek as it came to rest atop her head.

"I'm sorry" Willow whimpered pulling away and looking at the wet patch she had left on his clothes. She tilted her head back to look at him and froze when their lips brushed against each-other. She hadn't realised hoe close he had been. Angel's reaction was to pull back. "Sorry" he said, turning his head away. Surprise crossed his face when Willows hand rested on his cheek and guided his lips back to her. Both were unresponsive before Angel suddenly deepened the kiss, making Willow gasp. He took advantage of this and darted his tongue into her mouth, exploring the cavern thoroughly. Willow pulled away when the need for air came. "We shouldn't be doing this" Angel said.

"Let me comfort you.." Willow said, pulling him into another kiss before he could answer. She found herself suddenly pinned down on the couch, Angel's body hovering over her. She wrapped her arms around his neck and probed his tongue with her own. Angel could feel the excitement start to build in his stomach, before it moved down to his crotch. Within minutes his erection was straining against his pants, demanding to be let out. He tried his best to go slow, but Willow made this hard when her hips suddenly met his. He let out a feral growl when she began grinding against his painful erection. Willow pulled away, gasping for breath and let out a low moan when Angel started to grind back. The heat swirling at her core intensified when a firm hand came to grasp one of her breasts, pinching the nipple through the fabric of her dress. Angel was doing his best not to hurt her as he was positive she was a virgin and hadn't been touched like this by a man before.

Another growl ripped itself from his throat when Willow began to stroke his throbbing member through the fabric of his pants. He couldn't take it anymore, he had to have her right now. He tugged the zipper on his pants open and pulled out his erect member. He tugged her dress over her head before pulling her panties aside and teasing her entrance with the blunt tip of his cock. "Are you sure you want this?" he asked, despite knowing that there was no going back now. Willow nodded and closed her eyes. For a moment, all she could feel was pushing before pain shot through her body. She muffled her scream by burying her head into Angel's shoulder, gasping.

Angel waited for her to adjust to his size before rocking gently into her. Willow moaned softly, pain slowly fading and being replaced by pleasure. More moans escaped her as Angel increased his pace, each sound making him more aroused. Each thrust was harder than the last, but despite his lust he was holding back...he didn't wish to hurt the girl. It had been awhile since he'd had a girl writhing beneath him like this and it showed when the pressure of release began to quickly approach.

"Willow...I'm going to.." He grunted, not being able to finish.

"Me too.." she gasped, pulling him into a passionate kiss. Another minute or two passed before their lips were torn apart as Willow screamed her release. She lay, panting beneath Angel who was still pounding into her. Suddenly she felt warmth being squirted into her as Angel finally reached his climax, grunting as he collapsed onto the girl beneath him. Silence engulfed them as realisation of what had just occurred hit them.

"Thank you for comforting me Willow" Angel mumbled. When he got no reply he looked at her and smiled when he saw she had fallen asleep. He planted a soft kiss on her forehead. "I hope I was able to comfort you too.."

------------------------------------------------------------------------------------------------------------------------Well that's it. Please let me know what you think. Remember this was my first fic so don't be too hard on me please..Oh and sorry it's so short.