Spike grinned and held the door to his crypt open for Buffy. "After you, luv."

She smiled and walked in ahead of him. "So! What's up for tonight?"

He chuckled. "I dunno. You did the picnic. How about a drink? Non alcoholic, of course. Don't want you spitting all over my couch." He lead the way downstairs.

She gave an indignant snort. "I did not throw up."

"I said spitting, not puking. And you did. All over Rupert's shoes after you got home. He told me." He chuckled again. "He told me in the process of yelling at me for getting you drunk in the first place."

She was thoroughly chagrined. "Shut up."

He laughed. "You want coke? Thanks to Dawn, I now have Coke, Cherry Coke, Vanilla Coke, Dr. Pepper, and Mr. Pibb." He was looking in the fridge, moving things around.

"Oh. Vanilla Coke. And it's not my fault. I mean, I haven't had a hundred plus years to get used to the effect alcohol would have on my non- body. Do you get hangovers?"

He turned around, two bottles of vanilla coke in his hands. "Only with too much bourbon. Or straight Irish Whiskey. I throw that straight up. Angelus thought it was hilarious."

She frowned and took one bottle from his hand. "You... just suck."

"I'm a vampire. Comes with the package." He turned around, heading for the bathroom. "Be right back, luv. Don't drink mine."

She nodded, watched him leave, then started to root through her purse. Lipgloss... where was the- ah! Lip- she frowned at the piece of paper wrapped around her lipgloss. She removed the offending thing, applied her gloss, shoved it back in her purse, and investigated the paper. Oooooh... her coupon entitling herself to a free tickle-torture of Spike. What fun.

Spike came back and plopped on the couch, grabbing his coke. "So. What now?" He eyed the paper. "What's that?"

She smiled. "I dunno. A paper." She gave it a good 'intense-study' frown. "It says that... I get to tickle torture you."

His eyes got wide. "Uh oh. I was hoping you'd lost that."

She grinned. "Oh, the apple lipgloss saw to that."

He frowned at the gloss. "Traitor."

She laughed. "Yeah... it's on the evil side." She sat on the couch next to him.

He stared at her. "I don't suppose you'd pay any attention if I begged for mercy, huh?"

"Not much, except to laugh."

Spike whimpered. He sighed, resigned. "What do you want me to do?"

She smiled. "Get comfortable."

"Bed, or couch? Bed allows more squirming room. And less chance of falling off."

She pondered the image of Spike falling off the couch, and started giggling. "A-hem. Ok. Bed."

He gave a play growl, got up, trotted over to the bed, and lay down across it. "Anything else?"

She shook her head. "No."

"I get to keep my shirt?"

She followed him slowly to the bed. "No."

He swallowed. "So, remove shirt?" 'God help me..', he thought.

"Yup." She stood at the foot of the bed, just watching him.

He took off his shirt and tossed it onto a chair. Sat on the side of the bed. "Can I at least keep my eyes open?"

She nodded.

"Whew. Thanks. And squirming is allowed, right? Otherwise I'm liable to die laughing."

She grinned. "Thank God, you're undead. Yes. Squirming."

He gave a chuckle. "I know I'm undead, luv. Have known for quite some time now. And for some reason, I think it made me more ticklish than I was when I was human. Lucky for you."

"Yup. Lucky me. Less talking, more getting comfy."

He leaned against the pillows. "This okay?" There was a small amount of fear running through him, but it was anticipation fear. The good kind.

She nodded. "Are you comfy?"

He nodded, and gulped. "Can I call a break if I need to rest?"

"Yup."

"Thanks."

She sat on the side of the bed, near the head. Ran a finger down his ribs experimentally.

He twitched and let out a snort.

Her eyes were on his and she ran a finger from between his collarbones, to the line between his abs.

Spike let out a snorting giggle and squirmed slightly. A wave of ticklish pleasure washed through him. She had been right before, he absolutely loved this.

She ran both hands lightly over his abs and ribs, wiggling here, scratching there.

Spike laughed and squirmed, his body partially trying to evade her hands, and partially trying to hold still and enjoy it.

She kept tickling him, then said suddenly, "How do you feel?"

He squirmed and laughed, trying to focus on her question. "Uh... Itchy... a little. And... Ahh! Um.. Good, slight heart BEAT!! NOt there! And, .. uuh.. Happy, just.... Eek! Luv! Excited, that's 'bout iT!!"

She slowed her fingers. All but stopped, except for her hands running up and down his sides. "That's not what I meant."

"What'd you mean?"

"Not... here..." She ran a hand down his chest. "Here." Where his heart should have been.

"Emotions?"

Buffy nodded.

"You don't have to ask, luv. You can feel what I feel."

"Can- can I?" Permission. It was necessary.

"Sure. Always." He said around a slight giggle as her hands found a particularly sensitive spot on his sides.

She opened the part of her she had learned to block off after the cloaking spell. Her bond had always been stronger than his, emotions more easily noted, flung at her. At the forefront, as always, was love. Followed closely by pleasure, happiness, enjoyment, that same playful fear, and more love. Her eyes drifted shut, and she started to scratch at his ribs.

Spike's leg started going slowly, and he purred happily. More pleasure, happiness, a whole lot of love, and something that was like a cross between contentment and joy.

Her eyebrows lowered as she focused on the sensations, but her eyes opened to lock on Spike's.

"Something wrong, luv?", he asked quietly, still purring.

"No."

"What, then?"

"It feels..." she cast around for a word. "Warm."

He grinned. "Yeah. I know. What were you expecting?"

She shrugged, letting her mind block off again. "I dunno. I try to stay out of your head."

He chuckled. "Thanks. I do the same. I know I've got some pretty disturbing things in there." He glanced at her playfully. "I'm not getting off the hook that easily, am I?"

She leaned forward, kissed him lightly, then began to tickle with a renewed vengeance. "No way."

He laughed and squirmed like a bucking horse, trying to roll sideways, to protect at least one set of ribs.

She kept after him for a good ten minutes, eventually moving to kneel over his hips to keep him from squirming so badly.

He didn't even bother begging. She knew he loved it, and wouldn't listen anyway. Instead, he just kept squirming as best he could with her in the new position, fighting the urge to grab her hands. Then, when she found the spot between his second and third rib, the blonde vampire went totally nuts, laughing hysterically.

She was totally intrigued, and poked between them again.

He let out something that could have been a squeal. "Luv! Ahh! NO! That's the.... same as.... near my toes... STOP!!"

She snickered evilly. "Haha. Poor, poor Spike."

He squirmed, trying to buck her away from the sensitive spot. "SLAYER!!!" Another squealing sound. "Stop IT!!" Unaware, he continued mentally. 'No, don't stop. Bloody wonderful... Loving it!'

She laughed, hearing the conflicting pleas. She kept it up. "Buffy is the prettiest Slayer. Ever."

"I KNEW that!!!!", he howled, rolling sideways and accidentally exposing the other set of ribs.

She attacked the other side. "I have great friends. And ankles."

He squealed again, rolling onto his stomach. "I know, I KNOW!!!" He was in hysterics. "Why did I ever... Give you.... That stupid.... Coupon!!" 'Because you love this, ya poofter!'

She could still tickle him, and repositioned herself over his back, just getting the backs of his ribs now. "Um... Spike and Xander are going to be great friends."

"NO BLOODY WAYYY!!" Oh, God! That made it worse. He laughed harder, tears coming from his eyes.

She kept it up. "I'm sorry... What was that? Spike is going to take Xander out to the bar for dinner?"

"Hell NOOOOOO!", he bucked, trying to throw her off. But he wasn't bucking half as hard as he could. 'Just stay away from my spine...'

She let one hand torture his ribs, and ran the other down his spine. "Hell, what, Spike?"

"NNNOOOOOOOO!!!" He bucked harder. Because of the healing from having the church dropped on him all those years before, his spine was incredibly sensitive. Now he was laughing, shaking, bucking, and squirming from side to side all at once. "AHhhh!"

"I think you are, though." She was calmly conquering him, both hands now on his spine.

"NOO I'm NOOOOTTT!", he howled. His laughs were now interspersed with hiccups.

She leaned down, kissed the base of his neck, twirling her fingers lightly over him. "Huh?"

He was caught up in a helpless giggling/hiccuping fit, and unable to respond.

Buffy laughed. "Want a break?"

"BREAKK!"

She stilled her hands.

He lay there, panting, hiccuping, and still giggling. "Ok... You're *hic* right. I do breathe..."

"I'm always right."

He rolled slightly sideways so that he could see her. "I noticed." He grinned. "Having fun?"

She got off him, now sitting beside his waist. "Yup. You?"

He laughed quietly. "What do you think?"

"I'd say yeah."

He chuckled. "You'd be right. But don't tell anyone."

"Ok." She climbed off the bed, and retrieved their cokes, brought them back to the bed.

"Thanks." He accepted his coke and gulped half of it. Laughing for an extended period always made his mouth dry. "I needed that."

"I know."

He chuckled, rolling strategically onto his back. Protecting his spine. "Have you ever been in a relationship where the other person knew you were ticklish before?"

"No." She uncapped her coke, took a sip. "No."

"So I'm the first? What about the other Scoobies, 'sides Rupert. I know he knows."

"Mmm... Not really. I mean, we used to tickle eachother, but no one knew, like... SPOTS."

He chuckled. "Weak spots. Everyone has 'em." Took another swig of coke. "What about Red? She's your best friend. Never found a weak spot? Or Harris?"

"Willow knew my ankles were weak, and Xander DID find that high spot on my ribs. But that's it."

Spike laughed. "Nothing like good memories, huh, Slayer?"

"Nothing. I did almost have a hernia when he found it though."

"Kind of like me when you get going, eh?"

"Mm.. More with the kicking and yelling." She laid down next to him. "I'm very proud of you."

"Oh? Why?"

"Because, you didn't even snarl when I told you that XANDER was the one who found that spot way up on my ribs that's ticklish."

He chuckled. "I know. He's... not THAT bad, really." He play growled. "But if you tell him I said that, I'll have to kill you. You understand."

"Oh yeah. I understand. Not jealous at all, huh?"

"Naw. Harris is your friend. I understand that. You love him, he loves you. But it's not the same as with me." He looked at her, taking another drink. "Is this really a break, or is it over?"

She smiled, very comfortable. "Over."

He grinned, slightly disappointed, but he didn't want her to know. "Good. I'm tired. Being tickled like that is an aerobic workout."

She sighed, turned on her side to cuddle to his, one leg resting over his. "We'll resume tickling in a few minutes."

"Thought you said it was over." He nuzzled her gently.

She smiled, moved her head to give him better access. "Yeah. Well. I changed my mind."

He nuzzled again, planting a soft kiss on top of her head. "Any particular reason?"

"Because you like being tickled."

"I do not. Much."

She rolled her eyes. "You're right. You don't like it. I won't do it anymore."

He chuckled. "Okay. You got me. I like it, okay? I've lived over a hundred and thirty years, and no one's ever tickled me like you do. I don't know. I like the way you do it. Lightly, not digging in. Makes it fun."

"I know." She giggled. "I like saying that." She gave him a flirtatious look. "Like the way I do it, huh?"

He chuckled. "Yeah. I've been tickled before, mostly by my sis when I was young, or Dru later on. But I had to be careful around Dru, though."

"How come?"

He held up a hand, made claw fingers. "Her nails. Squirm too much, or the wrong way, and I'm a shish kabob."

She frowned. 'Bitch.'

He chuckled. "She didn't do it on purpose, luv."

She gave him a glare. "I don't care."

He grinned. "I gathered. It was fun, though. When I didn't wind up with scars. But she'd pick the worst times."

"Like what?"

He laughed quietly. "One time, in the middle of WW2, we were in Germany. Cutting down on the Nazi population. We stole a truck, and a uniform for me, and she was supposed to stay down, out of sight, on the seat next to me so that we could get through the checkpoint. Unfortunately, she wanted something to amuse herself while she laid there, so she stuck a hand up my uniform shirt and started tickling my ribs. We barely got through the checkpoint without getting shot."

She laughed. "At least she left your pants alone."

"That time."

Buffy blinked. "Ughhh..."

He chuckled. "Sorry. Couldn't resist adding that. I love it when you make that face."

She made it again, in spades. "Gah... That's so gross. People wreck and die doing that, ya know."

He laughed. "Not what you think, luv. We were talking about tickling, remember. It happens that my waist is sensitive. That's what she was doing. One of her favorite games was 'Let's See How Long It Takes Spikey To Crack'."

She blushed. "Oh..."

He laughed. "Understandable mistake, luv."

She tried to bring down the blush. "Yeah."

He kissed the top of her head again. "You're so cute when you're embarrassed."

She pulled her head back petulantly. "Shut up."

He chuckled again, leaning back on the pillows and closing his eyes. "Have it your way. Not a peep from me."

She frowned. No cuddlies. They were gone. She scooted closer to him. Snuggled down again, waited for a return snuggle.

He slipped his arm around her, keeping his eyes closed. "Long break."

She pouted at him. "You only love me for the tickles. I knew it!"

He chuckled. "I loved you long before you even touched me in a way that wasn't painful, luv. You know that's not it."

She grinned. "I know." She ran a hand down his chest.

He purred, keeping his eyes closed. Nuzzled the top of her head under his chin.

She smiled, scraped a nail across his ribs.

Snorting giggle. 'Here we go again...'

Her fingers found the spot between his 2nd and 3rd rib, dug in gently.

He laughed and tried to roll away from her.

She kept him close, kept tickling him.

It didn't take long before Spike was hysterical again, squirming, laughing happily, even half trying to swat at her hands or tickle her back.

She squirmed when he would hit a spot, twisting and tickling.

Spike was loving this even more when he got a reaction out of her. Tickling back was the one thing that he could never do with Dru. By some twist of fate, the vampiress wasn't ticklish, but with Buffy, whole different story. He continued to half fight back, still laughing and giggling semi helplessly.

She laughed as he caught a very ticklish spot, her hands coming up to defend herself. "Stop!!" she giggled.

He laughed, releasing her to try and escape.

She made a desperate grab for him as he ran off the bed, and ended up doing a very graceless nose-dive off the side of the bed.

Spike skidded to a stop, turned around, and trotted back. "You okay, luv?"

She gave a small gasping breath, mumbled something.

He crouched down next to her. "What, luv?"

She pounced him, kneeling on his chest, pinning his wrists. "I said I got you!" She let his hands go to tickle him mercilessly.

"Ahh! Cheater!!" Spike didn't even try to fight back this time. He knew, even if he got her to stop, there was no way that he could roll over and get back up before she pounced him again.

She slowed her tickling after a few minutes, smiling victoriously over him. Small butt-wiggle of glory. "Did I win?"

He laughed. "Yeah. You win, luv. You always win..." He hiccuped once. "Damn *hic!* hiccups."

Her smile widened, and she leaned down to kiss him fleetingly.

He purred. "Done now?"

"Mmm-hmm."

He sighed. "Whew. Good. I think I'm all tickled out." Gave her a look. "Gonna get off me? Or are we going to stay on the floor all day?"

She laid out fully on top of him. "One, it's night, Sherlock. Two. I'm not on the floor."

"One: day for me. And two: I am on the floor," he said with a chuckle.

She wiggled. "Well, *I'm* comfortable."

He smiled. "You know what? Me too. And don't squirm like that. I'm hypersensitive right now, your shirt tickles."

She bit her lip. "Do you like it?"

"Your shirt? Yes. I love your clothes. You know that. I used to have a collection."

She gave a small laugh, and wiggled off of him. "Come on."

He sat up. "Come on and what?"

She shrugged. "I dunno. But we can't just lay on the floor all night."

He stood up, flopped on the now messy bed. "How about laying on the bed all night?"

"Sounds good." She jumped on it, landing on a belly-flop.

Spike nearly bounced off the bed. "Whoa!!" Upon landing, he bounced experimentally. "Hey. This is fun!"

She laughed, then yawned.

"Tired, luv?"

She smiled. "I think so. I worked for a few hours tonight. And, ya know, packed a picnic, and fought with a vampire, all in two days. And Giles' punching bag won against me." She gave her almost-healed knuckles a glare.

He chuckled. "A nap sounds good to me. All that squirming and laughing wore me out."

She smiled. "You don't have to sleep with me. You've got that whole 'Creature of the Night', thing going on."

He smiled back. "Luv, believe me when I say that I'm exhausted right now." He yawned, proving his point. Snuggled up against her. "Besides, you think I'd pass up an opportunity to sleep with my favorite human heating blanket?"

She gave him a dubious glance. "All right." Buffy returned the snuggle, fitting her head under his chin. Buffy sniffed at Spike's collarbone, liking the way she fitted under him.

"Smell something you like, luv?", the vampire said quietly, half asleep.

She kissed it softly, tasting him. "Just you."

He purred happily. "Tryin' to wake me up?"

She smiled. "Trying to figure out what I want more. Spike or sleep."

He grinned and nuzzled her. "As much as it pains me, I'm voting for sleep. Then, when we're rested, we can do anything you want."

Her eyes lit at the possibilities. "Sleep." She moved her head away from his throat. "Kiss first, then sleep."

He grinned, quoted a movie that Dawn had forced him to watch. "As you wish, luv. As you wish..." He leaned in and kissed her gently, half nuzzling their noses together the whole time.

She kissed him back, through her head ran a piece of the same movie, 'And it was said that there were five great kisses in the world...' She smiled against his lips. 'This blew them all away.'