IIMelpomene: Thanks, I enjoyed writing the end of the chapter. The idea of Dracula coming in from the window to Spike in fog form has been in my head since I started this story so I'm glad to finally write it. Well...you'll see if there is Dracula/Spike to be had this chapter. As for Angel he doesn't even know what's going on.

Pheobe-128: Thank you very much. I did get a little frustrated with Spike being the only one to make an effort and figure it would be different to see him being wooed. I wasn't really a Dracula fan myself until the IDW comics (do not like the BTVS comics version of him) and wanted to see if I could make this pairing work. Illyria will be playing a part in upcoming chapters but for now...well...

Buffyplusangelequal4ever: Thanks.

SCiFiRN: You'll see in this chapter a better picture of where this is going this chapter.

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Memories of their last encounter had not done it justice. Not of tasting Spike unique favor on his tongue. Certainly not the smooth texture of his skin. He was mapping out the still unexplored regions of this flesh that he yearned to claim as his own. Dracula had wanted to be a gentleman during their 'courtship'. All that had flown out the window at the sight of this sweet temptation. He could not function properly with this distraction this close at hand yet miles away emotionally. Spike for once was not pushing him away. Not conflicted when their tongues dueled in synch to each other.

The Count wanted to be wary of this reaction his mind however was focused on the sweet sounds coming from his intended. Every moan, groan and whimper was heaven to his ears. Spikes' knees buckled soon and Dracula assisted him to the next room. Somehow the pair found themselves stumbling back, barely supported by the Counts' own eager legs. The need was great, worse than even the great unending hunger the plagued him. Skillfully Dracula settled Spike onto the soft covers of the bed. To his utter amazement the towel that Spike had so thoughtfully wrapped around his own waist had remained intact during their move. It was a mild inconvenience really but the sight was exasperating. It did not help his failing patience to see the small bit of cloth stubborning clinging to the ivory skin, concealing his full view of the glory to be had. Perhaps it was for the best though, Dracula wanted to savor every moment of this. Revel in every sensation of Spikes' final surrender to him.

"Bloody--!" Spike gasped when Draculas' mouth found the tender spot on his throat and nibbled it tortuously. Those clever hands of Spikes' had lost some of their dexterity and during a sharp bite to his nipple he gave up in frustration to rip it off instead. Dracula was sure he would be quiet furious at it's lost when he regained sensibility. At least anything that was close to resembling it when he was in Spikes' presence. Then it mattered not for his William was returning his affections with the same fervor. Weakened hand clutching feebly at his shoulders to draw their lips together again. Soon they both were lost in the feeling of the dueling of their tongues. A far more urgent need however forced Dracula to regretfully break the kiss. Spike groaned at the loss of contact not realizing that he was actually pouting.

I have no strength left to resist you, Dracula thought desperately as he freed himself from his remaining garments. Heavy lidded blue eyes followed the darker mans' movements much to his satisfaction. Taking his own time to scan his lovers' body Dracula was pleased to see that Spike was as aroused as he was. The obvious tent in the towel made that fact impossible to ignore.

"You are a marvel to behold, Spike." He whispered huskily while letting his left hand trail a slow path down his lovers' cheek. "Such beauty--" the nail snatched the throat drawing a hiss, "--such strength--", fingers lingered on the tightly coiled muscles of one shoulder, "--you haunt me. I can not escape you."

Dracula reclaimed the kissed bruised mouth again with a passion that left them both dizzy. "I no longer wish to."

Spike shut his eyes and vainly attempted to silence himself when the seeking hand was met with a sadistic mouth that was doing wicked things to his torso. The count wanted to turn him into jelly with all the need that was building up. The cool right hand caressing his cheek ruined Spikes' chances for hiding who was doing this to him. Draculas' dark eyes were boring into his making him feel like he was free falling. Nothing had balance anymore, there was a head rush drowning out every sensible thought in his head.

"Keep your eyes open, William. I want you to treasure this night as well." The other hand had finally reached his stomach which was currently clenching with a nervousness that disturbed Spike. Like he was a sodding virgin again. This was worse than any torment Dracula had previously provided, a thought that almost brought a chuckle from him. There was so much confusion and raw pain that Spike found himself wanting to ignore it all to focus on the soft touches. The words alone were more than seductive enough to make him forget what he was doing and how very stupid it was. It was too easy to believe that they were true.

"Don't have to get poofy on me, tosser." Spike said without any real heat to his words. Unfortunately this comment had backfired by making Draculas' fingers circle his belly button instead of reaching it's very obvious goal. Wanker.

"You do not have to hide behind this bravado tonight, William." His unneeded breath caught as fingers ran through his hair, it was such an inmate thing to do. No one outside of Dru had done that. "And if you insist on calling me such endearments..." humor laced Draculas' voice making Spike belly release it's tense enough to sigh. Were they ever going to take care of not-so-little-Spike? "...you may call me, Vlad."

That caused Spike to look up in surprise but Dracula--Vlad?--had returned to his attention to the body spread out under him. Since when had the Count let anyone refer to him as anything other than a superior title? Ever the brides called him "Master" so--Spike gasped forgetting what surely had to have been pointless pondering.

Dracula had separated the folds of the towel with revere to behold Spike in all his splendor. The alabaster skin seemed to glow in the candlelight heightening the Adonis form. Not even the ugly wounds the cruel Romanian had caused could take away from this pulchritudinous creature. It was a laughable offense to Dracula then that humans would call them an affront to god. Spike would make angels weep at his excellence. To think that he a loathed being would now have a chance to taste heaven or at least the closest their kind would have, was almost as intoxicating as Spike himself. The other vampires' scent was not hiding behind the stench of cigarettes now. Lowering himself the Count allowed himself a taste of the offering to be had. Hips lifted on their own accord at his actions and he took that as his permission to go on exploring.

It had been so long since he had last held such child-like glee at anything. Dracula felt younger than he had in years at finally have full reigns to explore his taboo obsession. There were so many things he could show Spike to make him realize that there really was no other choice in a lover than him. He was unsure what had happened to bring Spike to lower his defenses enough to permit this but he vowed to make it unforgettable. To have the images wake the younger man at night with need he had to have fulfilled. To yearn for him with the same intensity Dracula had for him. For this night Spike would finally give in to him and be his.

Spike was really hating himself for being this turned on. He shouldn't have allowed himself to watch then he could fool himself into believing that the other man was a toad. The Count wasn't though, he was hard muscle under sleek skin, dark pools of light were his eyes, and a mane of hair that he had to fight himself from giving into gripping. Glancing at the gits' manhood for a curious look at the goods had prove to be quite the mistake. It wasn't quite as small as he had hoped. The sight of Dracula lapping him up like a kitten had almost been his undoing. That was when he felt something trying to slip past his defenses that caused Spike to emit a hoarse, "no."

Frowning Dracula stared up at him uncomprehendingly and Spike felt the wave of his weak poet self stir strongly. He had only let one other man there before. It wasn't because of some romantic notion that he was only Angels' because he wasn't. After Angelus had left he had mainly stayed among women feeling more comfortable with them. Thus he had never grown close enough to another man to permit this or have one bully him into it like Angelus would. Spike had no idea why he was doing this outside of the very real need to feel. He knew that he was hating Dracula less but he didn't know if he could trust him. What they were doing was stupid, something he would no doubt regret when he allowed himself to finally think about what was happening. The hurt from letting Angel in was still too raw though. Spike had been needy then too and Angel had turned away from him in disgust the next morning. They had both lowered their defense, or so he had believed, but he could not allow himself to let go that much again.

"I can make you feel ecstasy beyond anything you have know." For whatever reason Spike thought that this was meant to placid him rather than brag. It still came off like a boast though.

"Said no. 'M not going to let you try t' make me your bitch." Resolute eyes challenged Dracula to press the issue. He would fight back if he had to, Spike would not let anyone use him again. Much to his vexation Dracula was regarding him with amusement.

"You have such a way with words. They flow into such lovely images but you are severely lacking in imagination, my William." The insult that was on his lips died when a slick hand sought him out. Before he had time to register what was happening Spike found Dracula lowering himself on him. Sensation was sending his nerve ends on fire, Spikes' eyes rolled back as a smug voice soon called out to him. "I have much to teach you about the pleasure to be had, my beautiful stallion."

He didn't mind what position he was to play as Dracula had learned over the years to take delight in many forms. Setting a nice steady pace for Spike to adjust to he set about his mission to fully secure the other mans' desires. He lost the battle not to smirk at the thought that even though he was bottoming he still was riding Spike like he had wanted to. Whatever was left of Spikes' restraint crumbled and they were both returning caresses. Spike was melting against him, acting far more tender than many, including himself would have thought he would be with a lover. His hands were growing bolder as well. Stroking the darker mans' chest, firm buttock before finally returning the attentions to the lords' obvious desire for him.

Filth was spewing from Spikes' mouth, dirty things mixed in with the softer more desired cries. A few would have ruined his momentum if he was not already too far gone. Dracula hated such vulgar talk yet it only served to heighten his lust. More proof that he was being driven mad. Speaking of madness he knew that they both wanted to pick up the pace but denied them both of this. He had waited too long for this night to end it when it could be drawn out. Spike had other ideas of course and attempted to rock his hips faster. To calm his wild one Dracula sought his lips again and kissed him firmly.

It was too much for Spike to take, his emotions and hormones were out of control. The mouth opening up to him tasted unbelievably good. The combined seductive allure of Dracula and blood called out to him. Spike was helpless to do anything other to respond. He noted distantly that Dracula was sniffing him fiercely between kisses. The sound of the bed creaking in tune to their now frantic movements was just backround sound. He was entirely too pleased to hear that they both were panting. Loved making their lot breath. It was a total loss of control, of forgetting themselves. Just when Spike was reaching his climax there was a strained whisper that caught his ear.

"Who am I?"

"Count--urgh--poofula?" Eyes narrow and Spike can't recall what the right answer is. All he knows is that Dracula is going to stop if he doesn't get it right. "Lord of the bleeding undead, alright?!" Nope. "Drac--" Then before he realizes what he's saying, "Vlad--" he gets it right. There's a bright light and Spike doesn't know who came first only that an intense orgasm is taking him over and that it's that name he has on his lips. The next thing he knows he's cradled against another sweaty body having his brow licked.

"Correct. I can not wait to show you more, William. I will show you worlds you never dreamed of."

"Bloody 'ell." Spike blinked. "Sorry, wot? I didn't catch that."

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A/N: This is my first real sex scene so please be gentle with me.