Disclaimer: I don't own Y&R or the characters…sadly.

This is a pure Billy Amanda chapter with someone making an appearance at the end ;)

Billy walked into her suite and like last time, he took off his jacket and laid it down on the chair by the doorway then he turned to her, smiling when he noticed her watching him.

Amanda blushed at being caught staring and said, "So um, why don't you order us some popcorn while I freshen up."

"Good idea. You do that." He said with a smile walking to the phone in that swag he just seemed to exude without trying before picking up the phone.

Amanda smiled at him staring a bit more at his tall lean frame before she turned to her closet. Picking up her pyjamas and some essentials, she went to the bathroom to change all the while feeling his eyes on her. His gaze made her tingle and feel things she knew she shouldn't feel not after Ripley. Her logical side which has always ruled in her life was telling her to run, to stay away but it seems her illogical side, that risk loving side she hid so well, was making an appearance and winning from the look of things.
Sighing she let the water from the shower wash the day away before she changed.

Getting out of the bathroom, she found him sitting on the couch watching something on the large flat screen a bowl of popcorn and some wine on the table. He had made himself comfy as well taking off his shoes and loosened some of his shirt button. He looked hot sitting there and she blushed again at her thoughts. What the hell was wrong with her? As if sensing her presence, Billy turned and they found themselves staring once again.

Billy couldn't look away even if he wanted to. She was in a simple silk peach button down top and pants but she looked gorgeous. The peach colour looked great with her skin tone, her hair was let down just the way he liked it and she looked comfy and relaxed. Gorgeous.

"I see you started without Me." she said walking toward the couch.

"Nah. Just looking around." said Billy adjusting himself so she could sit next to him. He caught a whiff of vanilla…the same scent he had smelled when they had kissed that lovely morning. Maybe it was her lotion or body wash? Either way, it smelled good on her.

"Found something?" asked Amanda sitting next to him and reaching for the bowl of popcorn. He had got the buttered ones too…her favourite.

"Not yet. It seems there is not much good TV today." He said pouring some wine and handed it to her earning a smile from her.

"You seem to want to get me drunk today." said Amanda smiling over her wine glass.

"How did you know?" he said his eyes twinkling. "Is it working?"

"No." she said laughing shaking her head then saw a movie starting (insert your fav movie). "Hey, let's watch that. I heard it's really good. I haven't watched it yet."

"Ok then." He said settling and turning his eyes to the TV not before sneaking a glance at her.

Midway through the movie, Amanda reached for the bowl of popcorn which was nearly finished and gasped when she felt his hand touching hers as he also reached for the popcorn. Lifting her eyes, they met with his brown eyes and she watched as they darkened right before her eyes. She felt rooted to the spot, unable to do anything as she just watched him. She made to take her hand from his grasp but he held it, gently. If she wanted to really release her hand from his, she would have but she didn't seem to have the strength to do so.

Billy caressed her smooth hand gently and he could see her breath quickening, her pulse beating. She was just as affected with him as he was. He watched as her beautiful eyes lowered to half-mast. Slowly he drew close to her and held her cheek with his other hand, taking her in, cataloguing her beautiful features. He gave her time to move away, to stand up, to push him away…anything to show she didn't want to kiss him but she did neither. He closed the distance and their lips met.

The kiss was unlike their first kiss. This one was explosive. There wasn't anything gentle or soft about it. It was like a desperate release of pent up want and lust and neither could stop the onslaught of emotion. They both gave as good as they got. Shifting around, Amanda ended up in his lap and him sitting leaning on the couch holding her close to him. He felt her open his shirt buttons, then felt her small hands on his skin which was getting warmer by the second.
She feeling his warm skin under her palms and his reaction to her touch which in turn, turned her on even more. His hands weren't idle either as they lifted the back of her top caressing the smooth skin of her back. His arms around her, his hands on her skin. It felt so good.
When the need for air forced their lips apart, Billy's lips found her neck trailing up and down with his lips and tongue making her moan and clutch his shoulders helpless to the sensations coursing through her. It was too good. Too overwhelming. She had to stop this before she drowned.

"We should stop." Amanda said breathless, moaning and pulling him closer when his lips hit a particular sensitive spot on her neck just below her ear.

"Yes we should." Muttered Billy not taking his lips from her but moving them back to her lips, giving her a brief passionate kiss

Amanda kissed his back and the kiss soon turned heavy again. She didn't want stop…God help her she didn't want to but she knew if she didn't stop this, she wouldn't be able to and there was nothing as bad as adding sex to an already complicated situation. It took everything she had to pull herself from him, from the haze of lust they had created. She stood up wanting to put distance between them gasping for breath fighting to get her breathing, thoughts and emotions under control.
She shouldn't want him like this. She couldn't allow herself to drown in this, whatever this was that was happening.

"Amanda…" started Billy looking at her. She looked back at him and he could see she was scared. He could see it in her eyes the moment she started to shut down. He could practically hear her brain working, he could see her distancing herself from them, from him and he was not going to let her do that. "You are not going to do that. I am not going to let you."

"Do what?" said Amanda defensively. Distance between them was good. She could think clearly now.

"Run from this. From us."

"I am running anywhere. This is my suite." She said trying to play ignoring

"You know what I mean." said Billy

"You need to leave. Now." She declared. He needed to go. She needed time to think, time to pull herself together.

"I am not leaving."

Amanda narrowed her eyes at him. "What?"

"I am not leaving until we have talked about this." Said Billy buttoning up his shirt.

"There is nothing to talk about." She said defiantly.

Ah so they were doing this the hard way. "We have kissed. Twice." Billy pointed out.

"I know that. I was there." Amanda snapped at him then sighed. "What we did…it shouldn't have happened."

"Why?" asked Billy getting up the couch moving toward her and standing right in front of her.

"Why?" said Amanda looking at him like he had lost his mind. "You need to ask why? Have our situation with Ripley and Victoria left your mind? Well they haven't left mine. I just came out of an awful relationship with Ripley and you…"

"Just broke up with Victoria. I know that."

"Then you know why this can't happen."

"I broke up with Victoria a long time ago! I told you that. We shouldn't have got back together in the first place. Yes it may seem recent but we were done ages ago and Ripley…" Billy sighed walking up to her and holding her hands in his. She looked up at him and he looked into her beautiful eyes. "I know Ripley hurt you. I know that but he is in jail now. He can't get to you. It's over. He doesn't get to control your actions anymore. He doesn't control you anymore." He released one of her hands and raised to caress her cheek gently. "Let me be there for you. Give us a chance to see where this could go."

Amanda felt herself drowning in his touch, in his gaze, in words before she snapped herself out of it. This had been what Ripley did to her, acting all nice, saying all the right words, making her fall for him before he tormented her. Not again. She was smarter than that. Wrenching her hand from his, she said, "Stop! Just stop!"

"Amanda…"

"No. Not again. I am not going to fall for this again. I need you to leave."

"Amanda please…you have to know…"

"Please just stop Billy! Ok?" said Amanda running her hand in her hair. He knew she did that when she was frustrated and he hated that he was causing her that but he couldn't just let them go. "You want to know what I know? I know you enjoy challenges, taking risks, trying shiny new things. Well I am not that! I am not some challenge for you to conquer or some shiny new toy for you to play with!"

Billy's face hardened at that and he moved closer to her. "Do not ever think that about yourself again" said Billy forcefully.

Amanda could only stare. She had never seen him like this before. Sad yes, happy yes but never this serious.

"Look, I know Ripley hurt you and it's hard for you to trust people, to trust me. I know people say things about me, warn you about me? Hell I have done things that I am not proud of but who hasn't? It's part of growing and learning isn't it? You told me I don't need fixing, that I am ok the way I am were you lying?"

"No I wasn't."

"I don't see you as a conquest or a challenge. You are not some race car that I wanted to drive. You mean a lot more than that to me. I see you as a woman, a beautiful woman who I enjoy spending time with, a woman who I like and am falling for. It's not going to be easy but you are worth it in the end."

Amanda was silent not knowing what to say.

Billy sighed. He knew he had to let go for now. "Look, why don't you rest? I know you are tired. We can resume this talk tomorrow?"

"Sounds like a good idea." She said. It would give her time to think about what he said before seeing him again.

"That's my cue."

"Stay." Said Amanda against her better judgement. Why did her mouth rush to say things and suddenly lacked a filter? "It's late."

"On the couch?" asked Billy with a raised eyebrow and grin

"On the bed with me."

"Are you sure?"

"Yeah. We are both adults right?" said Amanda.

"Right." He agreed. He wasn't sure if it was wise. He could still feel her body against his when they kissed, he could still hear her sighs and moans and he didn't think he would be able to lie beside her and do nothing but he couldn't leave. He knew if he did, he would be giving her a chance to prepare her arguments as to why they shouldn't be together and she would shut down.

They settled on the bed, repeating their position from before with Billy spooning her. It was safer than sleeping facing each other. Billy tentatively placed his hand on her waist and when she didn't protest, he relaxed and lay down. It didn't take her long to fall asleep and he lay there watching her for a while before sleep took over.

XXX

Amanda woke up to the sun hitting her eyes letting her know it was morning. She could feel Billy behind her, his arm around her waist, his hand splayed on her stomach, his breath on her neck. It felt so good waking up in his arms…just as it was falling asleep in them. God what the hell was she supposed to do?

"Good morning." She heard Billy's voice. She turned to face him. He looked handsome, his eyes still sleepy, his hair rumbled. "How did you know I was awake?" she asked curiously.

"The snoring finally stopped." said Billy wearing a straight face.

"Shut up!" she said hitting his chest as she listened to his laugh before joining in.

"Did you sleep well?" asked Billy.

"The best." She said with a shy smile. "Like last time."

Billy just gazed at her his hand coming to rest on her shoulder. Amanda looked at his large hand, the weight of it against her silk top making her tingle. She looked back at him and as if drawn together by a magnet, they leaned toward each other, her hand going to his face, feeling the prickle of beard coming out and their lips met. They lay there just kissing, hands not moving from their position before they separated. They stared at each other, eyes smoky with feeling.

Billy is the one who broke the silence and said, "You hungry?"

"This feels like Déjà vu."

Billy laughed at that. "I know right? Only we didn't kiss in bed last time." Amanda felt her cheeks warm in a blush. "So I order breakfast and you freshen up?"

Amanda laughed. "Yep." She smiled at him before getting out of bed. "Don't order the whole menu please."

"You are no fun."

"I am plenty fun thank you. I just don't want to waste money and food."

"Yes ma'am." Said Billy with a salute.

Amanda shook her head before going into the bathroom. Getting out, she found Billy standing by the couch on his phone.

"Breakfast not here yet?"

"Nope anytime soon though. You look nice." He said noting the white gown that was swallowing her small frame. It brought back their first kiss, the way his fingers had itched to just open that gown and touch her smooth skin just like now. Why were the gods punishing him like this?

"In a gown?" said Amanda with raised eye brows.

"Yeah. You wear it well."

"Billy…"

"Just stating the truth." He said standing directly before her. He watched her as he ran his hand on her face, removing some strands of hair from her face, he watched as her eyes lowered again a sign to him that he should go ahead and kiss her. He leaned down and just as his lips were about to touch hers, there was a knock on the door, breaking the moment and separating them.

Billy inwardly groaned as Amanda made her way to the door.

Opening the door, Amanda was stunned to see Phyllis standing there smiling at her.

"Is it the food?" came Billy's voice and Amanda looked like a deer caught in the headlights while Phyllis looked past her, eyes meeting with Billy then back to Amanda before she said, "What is going on here?

There it is. Hope you like it.