Disclaimer: I don't own anything. Joss owns it all damn him!

Here's some spuffy love for you all that have been patiently waiting.

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Chapter 12 - Giving In (R)

Spike lead Buffy into the suite with his hand at the small of her back. The door snicked shut behind them, the sound echoing through the silent room. Buffy hadn't spoken a word since they'd gotten into the elevator; Spike waited.

Buffy stood in the middle of the room her arms hugging her waist. She was still shivering, though she tried hard to mask her reaction. She knew Will wouldn't leave her until he knew she was back under control. But she couldn't face him now. Her emotions were too raw. She was too vulnerable. So instead she walked toward the wall of windows and looked down onto the Vegas night.

"Thank you for walking me up. You don't have to stay."

Spike was beside her in a moment, his hands coming up to rub up and down her arms. "You're still trembling."

Buffy continued to stare out the window, willing herself not to react to his touch. "It's just the shock wearing off. A reaction to the fear."

"Why did you go down alone if you were afraid?"

"I had to."

"You didn't have to do it alone."

"Yes. I did." Buffy turned toward him now, unwilling, or unable to resist the pull any longer. "I had to know that I could do it on my own. That I could face him once and for all."

They stood together for a silent moment. Each trying to read the other, their eyes boring into one another. Buffy looked away first. "I have to admit though.when I felt you walk up behind me, I knew." She looked up once more into Will's steely blue eyes. "I knew that everything would be okay."

Spike's heart was thundering in his chest. He could feel his blood pumping furiously through his body. The knowledge that Buffy felt safe because of him thrilled him more than he cared to admit. Leaning forward he placed a light kiss on the crown of her head. She sighed and gave in to the need to enter his embrace.

After a few minutes, Buffy pulled away enough to look into Will's face once more. "Angel thought we we're lovers."

"Buffy, luv. I'm so - " Buffy placed a slim finger on his lips to stall his apology.

"I'm glad." Her finger traced the outline of his mouth before she removed it. She gave him a soft smile before continuing. "He must be furious. I never let him touch me." Buffy blushed at having reminded Will of her own inexperience.

Before she could look away Spike cupped Buffy's face in both his hands. "I'm glad luv." Then he leaned forward and pressed his lips to hers.

Spike reeled as the constant ache he'd been carrying around burst into flame. Without conscious thought he changed the angle of their mouths and deepened the kiss. His tongue leapt forward to explore her mouth once more, stopping to memorize every spot that caused Buffy to moan or sigh in pleasure.

While his mouth was busy with hers, his hands came up to roam across Buffy's body. He studied the curve of her back, before letting himself experience her feminine contours. His fingers danced lightly over the front of her cotton shirt, until they reached the hard nubs that tipped her breasts. Rubbing the cotton roughly against her sensitized peaks, Spike's own body throbbed in response when Buffy let out a deep husky groan.

It was going too far, too fast. Spike berated himself for letting things get out of control once again. He tried to pull away, willed himself to distance their bodies. But Buffy's hands came up to wrap themselves around him, and he was lost.

"Please." Buffy murmured. "Will please. Touch me." She knew he wanted to pull away. To leave her aching and wanting and alone.

"Buffy." Her name was a groan; he buried his nose in her hair and drank deep of her scent. "Touching won't be enough." He tried to warn her.

"I don't care. You can have it all." She drew him close, letting her lips linger just a breath away from his. "Make love with me."

The request was more than Spike could take. He was already painfully hard, and to hear his own need reflected back at him was too much. He crushed his mouth to hers, and lifted her into his arms. Hurriedly he carried her to the bed and placed her gently on the silk sheets. When he stood to divest himself of his clothing he took a moment to study the woman lying in wait for him.

She was beautiful. He hadn't bothered to turn the lamp light on, but the moonlight spilling through the window framed her in an incandescent glow. Her lips were swollen and her eyes were dark with passion. But that wasn't all that Spike saw. He saw the vulnerability, and the slight taint of fear. This would be her first. He would be her first.

"I won't hurt you."

"I know." She had undressed slowly, while he watched. Her creamy skin revealed inch by inch to his hungry eyes. She was nervous, but her body trembled from passion not anxiety. She wanted to feel him. She wanted to study his body with her hands, and let his explore her own.

For a moment Spike found himself unable to move. Buffy lay on the bed, her hair framing her pixie face, swathed in only the thin fabric of lace that covered her womanhood. His breath caught at the look of desire she directed toward him. A look he knew she had never shared with another.

He crossed to her to sit lightly on the edge of the bed. Slowly, almost reverently, he let his hands slide over her delicate skin. Delighting whenever her body arched to meet his soft touch. For the next few minutes he studied her, filing away each response for their next lovemaking. For he knew that once he had her, he wouldn't be able to stop. Spike paused in his heady exploration long enough to lean forward and kiss her. It had only been a few minutes, but he'd felt like they hadn't kissed in hours. And he needed it. Needed her again.

Buffy's whole body was on fire. She'd never felt so alive, so full of energy before. Every touch he gave her had her craving for more. Every time he drew away she cried out for fear he would not return. As they kissed, her hands came up to touch him for the first time. And a wave of pure heat shot through her at the deep groan that escaped his lips on contact.

'Slowly. Gently,' Spike had to tell himself. Her responses were unbearably arousing. She had no barriers, no preconceived ideas of how she should react. She was pure instinct. Pure wanton need and desire. And he reveled in it.

"Will. I - oooh!" Words dissolved as she felt him take one impossibly hard nipple into his mouth. Her body arched off the bed, trying to capture even more of the incredible sensation. Spike suckled her until she was mewling. Then, as gently as possible, he bit down. Taking her sensitive peak between his teeth and pulling. Buffy cried out as she felt another gush of moist heat spear her between the legs.

"Easy luv." He gentled her with his hands, and then followed with sweet kisses up and down her body. Spike wasn't sure if he was trying to calm her or himself. Her responses were driving him almost mad with need. He felt his control slipping away.

He let his hands wander until he reached the silky lace she still wore. He looked up into Buffy's face searching for any signs of fear or worry. He saw none, but wanted to be sure. "We can still stop luv. I'll stop if you ask." Buffy's eyes fluttered open, and focused on Spike's. She felt something in her burst open at the look she saw there, and at the thought that he would give up this loving for her sake. Even when the evidence of his needs was hard and throbbing against her. Spike watched her with a sinking heart. She hadn't answered and he was almost afraid that that was answer enough. But at this point, he wasn't above begging, and so he did. His head came down to nuzzle her neck. "Please luv." His words were strained with the need to keep control. "Don't ask."

Buffy's hands came up to frame Will's face, and pull it toward her own. She kissed him, long and thorough and wet. And when they drew away, she met his gaze with a longing look of her own. "Love me, Will."

Spike moaned softly in relief, and let his hands continue their earlier exploration. His finger dipped below the swatch of lace. A growl erupted from his throat as he encountered her wet center. He barely controlled the urge to rip the panties off her and plunge himself inside. Instead he let his fingers touch. Felt her body tense. He built her up and pushed her over the edge, until she was screaming his name.

"Oh god! Will, I never.I can't.what - Will!" And then she was falling.

When she swam back up to coherency, Will was there. Kissing her gently, running cool hands over her hot body. "Okay luv?"

"Okay? I've never felt anything like it!" Buffy graced him with one of her blinding smiles. Spike felt his heart stop for just a second. And then he was kissing her again. Again he let his hands wander, this time he built her up until she was teetering over the edge but refused to push her over.

"Hold on luv." He whispered just before he pushed himself into her. She was moaning and arching, and begging when he finally slid inside her. The pain hit her unawares. It mixed with the pleasure until she wasn't sure exactly what she was feeling. She only knew she wanted more.

Spike was in awe. He'd loved many women before, but he'd never felt like this. This tumbling free fall of desire, of want, of need. Slowly he began to move. Letting each moan, sigh, and groan guide him. They thrust together leisurely until neither could take anymore. Spike increased the pace, wondering at the feeling of Buffy beneath him, surrounding him. And this time they rushed toward the edge together, plunging over it with hands held.