A/N - Okay basically this is gratuitous flashback smut, because the present narrative isn't going to have any room for those sorts of shenanigans for a while.
Also I didn't really intend for this fic to end up in a mostly Spike POV (I was going for third person all around) but it's looking like it wants to go that way so we'll see! And if there's any confusion, the majority of what happened up to the point the present starts in (beginning of chapter one) will be told through scattered flashbacks. And if you're hoping for any sort of tangible timeline...I can't help you. Lol. Assume that nothing canon goes in this world after Season 3 unless it's specifically said so in the story. That's the best I can do for you.

Reviews satiate my laziness and make me update faster! ;)


"Hey, Blondie. You come here often?"

Just the sound of her voice, in that teasing 'I'm going to kill you' lilt, threw him with the memories that came with it.


It was two years ago, and he still had that bloody chip in his head. At the time he'd been sulking in the Bronze, nursing a drink and wishing more than anything that he could eat someone. Christ, he was hungry. He had just been leaving, deciding he was much too big and bad to sit here sulking at a human bar. It was downright pitiful, it was.

And then she fell out of the throng of bodies and smack into him – and to this day he wondered if she did it on purpose, but, of course, she'd never tell him – and at first all he could sense was the pure power radiating off of her and he thought he better get the fuck out of there before he ended up a big pile of dust on the floor.

She was gorgeous, deadly beautiful – like a black widow, he thought. Seducing hapless, poor men with her dark hair that tumbled around her in lush curls, and her sinuous curves that promised any number of sins, all to entice them to her web of death that seemed to curl around her, threatening to trap anyone stupid enough to get too close. He was fascinated by her, she reeked of death and of power, and he did always have a weakness for brunettes not entirely on their rocker.

But, no, he couldn't drain this one dry after he'd had his fun. The power and strength she exuded told him as much, not to mention the mental cage his true beast had been locked up in.

He had to get out of there, before it was too late.

But then she hit him with hooded bedroom eyes and a mischievous smirk, pulled a man's wallet out of her back pocket and said "Hey, Blondie…want a drink? He's buying."

Right then he knew he was bloody done for. And before he could so much as react, she was pulling up a stool at the bar and ordering two shots of Jack. A woman after his own heart. He found himself compelled to join her, attracted to her burning presence like a moth to a flame, and sat next to her, not missing her self-satisfied smirk as if she'd just been counting down how long it'd take him to do so.

"A Slayer stealing from the innocent?" He tsk'd, looking her over slowly, trying to figure out her angle "Not exactly in the handbook, I'd wager."

Faith snorted, downing her shot without any ceremony. "Ask me if I care, Blondie."

She hadn't even questioned how he knew she was a Slayer. He supposed this spoke to the reckless quality he could already see pouring off her in waves. So, she must know what he was – and yet, here they were, drinking together like old pals. Oh, he liked this Slayer so much more then Buffy already.

"You're Spike, right? William the Bloody?" She inquired after a beat. Huh, she even knew who he was and still, there was no stake poking out of his chest yet.

"That's right, love. In the flesh." Thinking maybe he could get the cheap thrill of just the scent of her fear – even if he couldn't taste it – he leaned in close, dropping his voice and brushing the hair away from her neck "Scared?"

But it wasn't fear that rose off her skin in heavy waves next, oh no, that was lust. The unmistakable scent of desire. Oh, bloody hell he liked her so much more then Buffy.

"I heard you were neutered, there, Billy. So, no, I can't say as I'm too worried you're gonna kill me. But…" A hand was slowly moving up the inside of his thigh, and his gaze dropped to watch its torturous ascent, much too focused on this one, singular movement to notice anything else.

And as he felt the cool, sharpened tip of a stake pressed to his chest, and she burst out laughing, he realized this woman was playing him like a bloody violin. She grinned, keeping the tip of the wood nicely pointed at his heart, "..just in case I heard wrong, it doesn't hurt to have a little back up, am I right?"

"You heard right." Spike muttered through gritted teeth, disheartened. Damn, he didn't even get to play being a big bad anymore. It was really quite demoralizing. "Now get rid of that bloody stake, so we can have a nice drink like civilized people."

He felt oddly proud for pulling a surprised laugh from her as she slipped the wood back into her belt loops. "I like you, Billy. You're fun." She flashed him those damn bedroom eyes, twinkling with hints that she much more in store for him, and took his drink, polishing it off for him.

"You seem to be a bit of fun yourself, love." He raised his eyebrows at her, wondering how on Earth this broad was a Slayer. All the white hats had to want her dead, if he was right and she really was some kind of renegade Slayer.

"Do ya' wanna test that theory, Fangs?" She asked, with a low, sultry tone that had him straining to keep control. Christ, yes, he wanted to. He didn't even know her name, and she was all but throwing herself at him. Her booted foot ran a slow caress up his leg, and she regarded him with a smoldering look. "You can't kill…but does that little problem of yours put a damper on the other fun parts of your miserable un-life?"

Her eyebrows rose teasingly as her full mouth caressed the word 'fun' like she was just daring him to take this bait. He couldn't yet tell if this was a scam, or a trap, but frankly he didn't bloody care much either way if the evening was taking a turn in the direction he thought it was. So, in response, he smirked, curling his tongue up behind his teeth. "You propositionin' me, Slayer?"

"Am I?" She was daring him, taunting him, dangling the prize in front of his face and making him be the one to reach out and grab it.

And since Spike wanted nothing more than to retake control of his life – in any way possible – this was too golden an opportunity to turn down. So, he took her dare, grabbing her wrist and pulling her behind him out of the club. Of course, he knew he wouldn't have been able to do so unless she wanted him to – obviously she was a fair bit stronger than him, not to mention the bloody chip in his head. So it was fairly clear she wanted this. For a reason he could not fathom, she wanted him leading her down the few streets it took to get to the crypt he was calling home these days.

And good God, did he want it too.

He wanted it so badly, that he did not even protest when she got tired of pretending to be dragged along and shoved him against the smooth, cold stone of the outside of his crypt. In fact, he thought he might have grunted in approval.

Oh, and she knew bloody well what she was doing to him. She reveled in it. That much was clear by the wild gleam in her eyes, and the cocky smirk on her face as she pinned his arms to his side, leaning herself flush against him.

With his eyes focused on the twin globes of tanned perfection mashed against his chest, he heard – rather then saw – her laugh as his raging hard-on pressed against her thigh. His eyes snapped up to meet her twinkling ones, and he smirked.

"Don't be shy, pet, there's a bed in there if you'd like to quit mucking about and have some fun." He drawled, taking in her surprised expression with a note of pride. Clearly, she hadn't been expecting him to take any sort of lead tonight. Well, too sodding bad for her, he was William the Bloody! He was the Slayer of Slayers, and a right animal in bed to boot. He'd put this Slayer in her place, even if he couldn't kill her.

"Lead the way, Billy." She let him go, her tongue darting out to lick her bottom lip as she watched him. He met her gaze steadily, calmly holding her there with nothing but his eyes for a long moment, enjoying the flushed increase of desire he felt permeate the air as he did so.

Oh ho, she thought she was going to be the one in total control here tonight, did she? How wrong she was, he thought as he entered the darkened crypt, strolling at his usual swagger to the ladder that led into the cavern below.

Spike could hear her – feel her – following at a careful distance behind him. And once they'd dropped into the cozy little cavern he called home, he felt her stiffen and tense, as if expecting a trap. Well, he admitted, had he been up to his usual games, this probably would have been trap. But, he lamented as he lit several candles for light, this was a casual lay. Nothing more, nothing less. No killing or biting…maiming, or tearing her throat out…

He growled low, the demon in him becoming excited at that train of thought and the rest of him frustrated that he couldn't act on these basic desires. The shiver that ran up this dark Slayer's spine didn't help much either. Fear only furthered his aggression, making his mouth water and his eyes darken with unfulfilled blood lust and anger.

He turned on her then, cornering her into an alcove provided by the natural landscape of the cavern. She'd either momentarily forgotten he couldn't hurt her, or had some incredibly unhealthy desire for it to play out this way, because she complied to his movements fluidly, moving back as he moved forward until she was pressed against the rock wall, staring up at him with a look mixed of lust and defiance.

The sharp intake of breath as he bent his head down, his lips hovering above her – delectable – throat was not missed by him, and he smirked. At least the chip hadn't affected this aspect of his life as devastatingly as the other parts of it. He could still get a bird hot and bothered with a few well-placed grins, and smoldering stares.

She was growing impatient, despite her apparent desire to give him some of the reigns. He could tell by the way her stance shifted slightly, her hands that curled in his black t-shirt and oh, it was a pretty good sign she wanted to get on with it when he blinked and she'd thrown him across the cavern and onto the rickety mattress at the far end. Well, fine by him.

More than fine by him, he amended, as she smiled a wicked smile and sauntered towards the bed, peeling off her glittery tank top and dropping it to the floor as she did so. He propped himself up on his elbows to better enjoy the show and was rewarded with a nice little shimmy as she kicked her black leather pants off and aside. He had a feeling she'd done this before, was maybe an old pro and all that.

Spike wasn't given much time to reflect on how experienced his black widow was, as she was suddenly on him, moving with predatory grace as she crawled up his body. He was pinned down with steel arms and she straddled him with a gleam in her eyes that had him desperate to remove the rest of the barriers of cloth separating him from that warm, honeyed skin that was enveloping his senses.

The two weren't much for conversation, he noted, as instead of giving her any vocal clues to what he wanted, he arched a scarred eyebrow that said all he really needed to say anyway. Fuck me, Slayer.

She took his silent directive to heart, her head dropping to meet his lips in a hungry, searing kiss that matched their equally dominant personalities in a passionate battle of tongues and teeth. He dimly heard a ripping sound – his shirt! She'd ripped his shirt in two, oh bloody hell, he'd liked that shirt, stupid bin- and then her mouth was on his skin, teeth nipping lightly (and then not so lightly) at his nipples, and he didn't really give a flying fuck about the state of his clothing anymore.

A rumbling growl in his chest affirmed he was well pleased with the state of things – and damn if this broad wasn't talented. Her hands were snaking down to work at the catch of his dark denim jeans as she nipped and sucked and licked at the skin between his jaw and his collarbone. And as her practiced hands pulled his jeans roughly down and off, he decided he was tired of this dance and really, really wanted to fuck this Slayer.

Since she had relaxed her hold on him to take his pants off, he took advantage of this and slid his hands up her forearms before gripping tightly – not too tightly, as he was already feeling warning twinges in the recesses of his skull – and rolling them over so he was on his hands and knees, hovering over her near completely naked body. Oh yeah, he liked this much better.

A well placed tug, and her scrap of fabric that passed for underwear was ripped off and tossed aside. He paused momentarily, her heady scent of arousal assaulting his nostrils as he could fairly see the way she glistened with need for him. The look of indignant anger on her face only made him chuckle – here was clearly a girl that wanted to top, be dominant, take control.

Too bad. He had control issues, too.

Before she could put those angry Slayer muscles to work, and turn the tables right back over, he thrust into her (going commando really did pay off, how 'bout that) with no fanfare, or romantic overtones. This was sex. A dark, violent coupling in the black of night in a dank underground lair, and he wouldn't namby about, pretending it was anything but what it was.

She cried out, head lolling back against the dark red sheets and he exhaled a rough, unnecessary breath at the sensation of her tight heat encasing him with an iron grip covered in satin.

"Oh God," She cried out again, "God!" …and again "God!"


"God," A sarcastic voice scoffed loudly, yanking from his memories and back into the present with forceful clarity. "You alive in there, Blondie? Jesus, you are piss drunk. This wouldn't even be a fair fight, really."

Spike turned slowly, shaking the painfully sharp memories off of him as he wished fervently that he was just hallucinating. That Faith wasn't standing in front of him with a stake in her hand a cocky grin on her face.

But he was not so lucky.

"Slayer." He managed with a choked voice. It pained him, physically pained him, to call her that. It had taken them God knows how long to get past the defensive wall of nicknames, to their real names. And he treasured her name. Faith. His Faith. She had been his salvation, and now she was here to kill him. It seemed poetic, somehow.

"Oh, goody, you know me. Reputation proceed me? Scared of the big, bad Slayer?" Faith taunted, knowing full well she wasn't going to kill him tonight. It would hardly be an even fight, and she liked a challenge – not a pushover. Plus, if this guy was ever a big bad at all, he had certainly fallen far from that apple tree. He was stumbling drunk, he looked like a wreck – she almost felt bad for the guy.

And it really was too bad she was pulling for the good guys now, she thought wistfully, as she pocketed her stake. He was gorgeous, the whole vampire thing aside. All sharp edges and wild looking, piercing blue eyes and cheekbones that could cut glass. Oh yeah, she'd totally go for him in a hot second if he wasn't, like, public enemy number one. Crying shame.

He hadn't said a word yet, besides acknowledging her presence. Faith wondered what was wrong with this guy, but shrugged it off easily. The woes of some vampire past his prime weren't exactly on the top of her 'give a fuck' list. He was just staring at her, almost confused looking. She chalked it up to confusion as to why he wasn't dust yet and put a hand on her hip as she took a few steps backwards.

"I like my fights with a bit more bite then you look up to, there, Billy." She said with an easy shrug. "But I'll see you around. Count on it." Faith winked saucily, turning her back to him and sprinting out of the cemetery. Giles would probably have her head for going off so recklessly after William the Bloody Drunkard, she thought with a chuckle as she jogged home. And then he'd probably berate her for letting him get away, but…it just didn't seem fair. Not that she really cared whether that vamp lived or died, but, still.

With Faith completely out of his line of sight, and smell, Spike took a steadying breath he didn't need and finished the short walk to his crypt. He stumbled over to the stone slab that had a tacky comforter on top of it for some semblance of soft, and laid out on top of it. He couldn't go into the cavern, not tonight. There were too many memories there, and his head was already reeling quite too much for his liking.

She was on the hunt for him now, conditioned to believe he was Big Bad Vampire Spike that deserved nothing better than a stake to the heart.

Maybe that is what he deserved.