author's note: Sections have been edited out. And thank you for the reviews. Glad you like the story :)

Chapter 9

"But you promised!" Dawn whined.

"I swear to God, if you stomp your foot, you won't go anywhere!" Buffy warned.

"This is soooo unfair, Buffy, and you know it! You said you owed me and it's payback time."

"You are such a brat," Buffy muttered. "Look, I know what I said but, Dawnie, Mom would kill me if I let you go out by yourself on Halloween. Dead Buffy Walking. Get me?"

"I won't be alone. I'll be with Janice!"

Buffy rolled her eyes and shook her head. "Just as bad. You know as well as I do that she will leave you alone in an alley somewhere if one cute little boy shows an interest in her. Mom would have a fit if she knew I let you out with Janice."

"I'm twelve years old! I don't need a chaperone anymore."

"Mom thinks you do and by the way you're acting, I don't disagree. Take Janice with you and Mrs. Howard."

"That is too embarrassing, Buffy. I can't do that."

"Well, I can't go with you. I have to hand out the candy. Either go with Mrs. Howard or stay here and don't do anything at all."

"William!" Dawn exclaimed, her eyes wide in realization.

"Huh? Where?" Buffy asked, spinning around.

"No, he owes me, too. He can take us out trick or treating and smelly Mrs. Howard can stay at home and give out raisins and grapes."

"Oh, no. No, no, no, no, no," Buffy shot down quickly. "Spike is helping me pass out candy."

"I bet he is."

"Dawn!"

"You tell him he has to take us out tonight or I'll tell Mom what I can only guess the two of you will be doing in the house all by yourself," Dawn bribed, folding her arms across her chest and arching an eyebrow.

"When did you become so duplicitous? It's Janice, isn't it? She is such a bad influence and...and how would you even know anything about what Spike and I definitely won't be doing tonight as we don't do those things because we're too young and not married and-"

"I saw enough of what you were doing before," Dawn interrupted and then laughed out loud at the look of horror that passed over Buffy's face. "Do we have a deal?"

"I can't guarantee that he'll say yes."

"He'll say yes."

"I wouldn't be so sure. I know I wouldn't want to watch after the two of you for a few hours."

"I'll leave you guys alone after we get back. I promise. I'll go right up to my room and do my homework and stuff."

Buffy sighed and nodded. She simply couldn't resist that desperate look on Dawn's face. She knew her sister was well aware of what that look did to her but she didn't care. Buffy wouldn't have wanted to go around with smelly Mrs. Howard, either.

"I have to ask Spike first, Dawn," Buffy said as she watched her sister run up the stairs to get ready.

"I'm not worried!" she yelled down to her.

Buffy went up the stairs, as well and into her bedroom. She walked over to her window and opened it, along with the screen. She could see Spike sitting at his desk, reading and jotting in his notebook. She thought he spent entirely too much time studying; he thought she spent entirely too little. Buffy ducked her head out the open window and yelled for him.

Spike looked up from his physics book and towards the window. He smiled when he saw Buffy leaning out, waving for him to go to his own window.

"Hey, whatcha doing?"

"Studying before I come over tonight."

"Um, do you think you could maybe come now?" she asked, biting her lip.

"I suppose. Everything alright?"

"Uh, yeah. I have to talk to you about something. Bring your books if you want. You can help me with Chem."

"I'm not in Chem."

"I know but I am so you can help me."

~~~~~~~~~~~~~~~

Buffy was waiting with the door open as he walked across the grass to her house. He flashed her a smile, which she instantly returned.

"Thanks for coming over."

"Sure," he said as he walked into her house. She motioned for them to go into the living room and he sat down on the couch, his book bag landing with a thud.

"I didn't mean for you to bring your entire locker over," Buffy joked.

"Have lots of work to do."

"Oh..." she sighed, frowning.

"Buffy? What's wrong?"

"Dawn is looking to cash in on her IOUs." He nodded for her to continue. "She wants you to take and her friend out trick or treating." She saw his eyes go wide and she quickly added, "But you don't have to. We have Mrs. Howard all set to take her out but she wants to go with her friend and claims she will die of embarrassment if Mrs. Howard tags along."

"I thought we were going to..."

"Hang out. Yeah, we were. Are, I mean. We are. Sort of. See, if you take Dawn out for a couple of hours, I'll pass out the candy and then you'll come back here and Dawn promised me that she would stay up in her room and not be a pest."

"Buffy," he began.

"No, it's fine. I understand. Oh! How about I take them out and you stay here and pass out candy? That way you can study. I know you have that test tomorrow and-"

"I'll do it."

"No, I'm not going to let some twelve year old dictate what she is going to do. I shouldn't have let her think-"

"Buffy, I'll do it," Spike said, strongly, hoping he got his point across.

"I can help you study after you come back," she suggested. He quirked an eyebrow and she rolled her eyes. "I can ask you questions and stuff..."

"Stuff?" he asked, moving closer to her.

"Mm-hmm," she nodded.

"Like?"

"What year did the Crimean War start?"

"Not studying the Crimean War, pet," he told her as he bent towards her, his lips brushing the skin of her neck, causing her to shudder. "War of the Roses."

"The movie? You're watching a movie in history class? Damn honor students getting all the privileges."

Spike chuckled against her skin. "Not the movie. The actual war."

"Oh! Yeah, right. Duh on Buffy."

He could feel her skin flush and he knew it wasn't from kissing her neck. "I wouldn't refuse some help."

"Spike, I don't even know what you're talking about. I couldn't possibly help you."

"I have a question sheet. You could ask me those."

"Are you two ever not all over each other? God."

Spike backed away from Buffy and they both looked at Dawn. Buffy looked aghast and Spike began to laugh.

"What? It's cute!"

"You are not leaving the house like that. I highly doubt that Mom okayed that little costume of yours," Buffy said.

"She did, too!"

"Should I call her and find out?"

"Fine, we did some altering in crafts class today. Can't do anything about it now."

"Yes, there is. You take it off and find something else to wear."

"I don't have anything else," Dawn argued.

"And you're not leaving this house looking like Dorothy in the Wizard of the Red Light District."

"It's not so bad," Spike put in.

"Thank you!" Dawn said feeling vindicated.

"Are you kidding me? That skirt barely covers her."

"It comes to the middle of my thigh."

"It used to come past your knee," Buffy pointed out. "Do you have white tights?"

"Dorothy didn't wear tights, Buffy."

"She will tonight if you want to leave this house."

"Bitca," Dawn mumbled.

Buffy shot off the couch and grabbed her sister's arm. "What did you just say?"

"Nothing."

"You think I don't know what bitca is? Xander's my idiot friend, I know what bitca means!"

"Sorry..."

"No, you're not but you will be. Go upstairs, change and stay there. You aren't going anywhere tonight."

"You can't tell me-"

"I most certainly can! Go!"

"You're only doing this because you don't want William to take me tonight so you can boff all night long."

"Dawn!" Buffy yelled, completely horrified.

"Now, now," Spike said, getting off the couch. "Let's not say any thing else that could be any more damaging."

"Spike, I can handle this," Buffy said tightly.

"I know you can, pet, but you also look like the top of your head will pop off at any 'mo. Take a seat. Let me talk to the bit for a spell."

"Like anything you can say will help," Dawn said, snidely.

"You are soooo grounded when Mom gets home!"

"Buffy, luv, please." He took her arm and led her back to the couch. He turned to face Dawn, who now had her hands on her waist and making her best effort of looking extremely put upon, which only resulted in her looking far younger than she was, Spike thought. "You and me, nibblet, are going to have a little chat."

~~~~~~~~~~~~~

Spike leaned over the island in the kitchen, resting his arms on the counter top, watching Dawn through his lashes. She sat on the stool, her arms crossed, a look of pure petulance on her face. A look he knew she inherited from Buffy as he had seen the same many a time before.

"Are we meeting your friend or is she coming here?" Spike asked, hoping that by confirming that he was still going with her, talking with her would be that much easier.

"You mean you still want to take us?"

"I don't renege. I owe you and considering, I think I'm getting off light."

"I'll call and tell her to be dropped off here." She looked at him for a minute, trying her hardest to suppress her smile. "If you don't want-"

"I love a spot of trick or treat."

She giggled and said, "They're not going to give you any candy. You're too old."

"Then you'll just have to share the loot." She didn't say anything and he didn't continue. Sucking it up, he said, "Look, Bit, I know this is none of my business but your mum left big sis in charge. You know you're taking advantage pulling the stunt you did with your costume."

"She acts like I'm a kid. That I can't take care of myself," Dawn lamented.

"No, she acts like someone who cares deeply for you and wants to make sure you're safe."

"You don't know. You're not here."

"You think I don't know the wrath of one Buffy Summers? Where have you been the last two years?"

Dawn smiled and ducked her head. "It's just...she's not that much older than me and it's like she's completely forgotten what it's like to be my age. She's so bossy and mean, she never listens to anything I have to say and I don't think she wants me around her ever."

"I'd say that's not true."

"William, you don't have any annoying sisters, you don't know what it's like."

"Name's Spike now."

"It's silly."

He laughed at her bluntness and shook his head. They probably drive each other crazy because they're two peas in a bloody pod, he thought.

"Are you in love with her?"

He snapped out of his musings and looked at her wide-eyed. "Uh...what? What was that?"

"Buffy. Do you love her?" she asked, the innocence of her curiosity so easily readable by Spike. He knew she wasn't asking for any other reason than to know but that didn't mean he'd say anything other than...

"I like your sis quite a bit."

"Uh-huh. Is it because I'm young no one talks to me? They think I won't understand."

"I'm talking to you now."

"Yeah, but you're still not telling me the truth," Dawn stated quietly before hopping off the stool. She sighed, not bothering to look at Spike and the look of awe on his face. "I better go find some tights and call Janice. Could you remind Buffy to call Mrs. Stinky?"

With that, she walked out of the kitchen, leaving a dazed Spike to wonder how a twelve year old just bested him. She also brought forth what he tried in vain to keep buried in the recesses of his mind. He knew what he felt for Buffy. Being asked point blank, was an entirely different thing, though. It was something he wasn't ready to divulge to anyone and only allowed himself to think about it during quiet times late at night.

Yeah, he loved her. No, he wasn't telling her.

Spike made his way out of the kitchen, his head bowed, lost in his own thoughts. The next thing he knew he was being pushed against the wall with Buffy pressing her lips against his.

"Thank you," she whispered against his lips.

"I didn't do anything."

"She's up in her room, putting tights on and calling Janice. You calmed her down." After a beat, she added, "You calmed me down. So thank you."

He shrugged, a little embarrassed. "She's a good kid."

"She's also too nosey for her own good."

He bent his head back to look at her. She had heard them. More importantly, she had heard him. Good thing he didn't decide to be entirely honest with Dawn.

"You like me, huh?" she asked, her voice cheerful and teasing.

A grin crept onto his lips as he felt his anxiousness slip away as she smiled up at him. "You'll do for now."

She rolled her eyes and huffed. "You always know just what to say to turn me into a big pile of goo."

His hands moved to the sides of her face. He pulled her up and kissed her gently. "You know I'm crazy for you," he whispered and she felt his words flow through her, tingling every nerve she had.

"I'm coming downstairs! Put your clothes back on!" Dawn yelled from the top of the stairs.

"Are you sure she's only twelve?" Spike asked, amused.

"I blame Britney," Buffy deadpanned.

~~~~~~~~~~~~

"Just a few more houses, please?" Dawn begged, fluttering her eyelashes and making him chuckle. She took that as a good sign and gave a thumbs-up to Janice.

"You're Buffy's boyfriend?" Janice asked.

"I suppose I am," he answered.

"Are you guys like doing it?"

Both Spike and Dawn began to choke at the bluntness of the question. Dawn gave him an apologetic look before grabbing her friend's arm and walking ahead of him. He merely shook his head at the audacity of the girl who had been nothing short of a pain in the ass the entire night. He felt justified in saying that three hours with her and she was no friend to Dawn. And he couldn't find one redeeming quality about the girl that Dawn could possibly like. Up until now, he had thought Dawn a bright girl and hoped that her other friends weren't as irritating as this one had been.

"Dawn says you dress like that every day," Janice stated as she stopped, waiting for him to catch up with them.

"Yeah, what of it?" He silently berated himself for letting the little girl get under his skin.

"I don't know...It's just...Don't you think you should step into the now?"

"Black and leather are classics, girly. If you were better educated you might know that."

"I learn what I have to," Janice told him, running her eyes up and down his body.

"How old are you, little girl?" he asked, dropping his voice and sounding a tad more menacing on the last two words.

It worked. She visibly straightened and threw her hair behind her shoulder before walking away.

"I am so sorry," Dawn said.

"I don't want to lecture you or come off as a big brother type but, Dawn, that girl...she's of no use to you. I've known those types of girls. They want what they can get from you and then they'll leave you high and dry, mocking you the entire time. You're better than that."

"Yeah," Dawn snorted. "Am I?"

"Aren't you?"

They both heard his name called and looked away from each other, both sad and relieved to drop that topic of discussion. Spike didn't know what to tell her. He didn't know her all that well. Not yet, at least, but he saw something in her that reminded him of what he was like when he was her age. As much as Dawn wanted to know what Spike thought of her, she was terrified that if he found out how much of a dork she really was, he wouldn't be so nice to her. She liked him and he made Buffy smile. And when Buffy was a happy camper, Dawn was treated more like a sister and not like someone who trespassed on Buffy's life and took away everything she had.

"What are you doing out here, Red?"

"Oz and I took his cousin Jordy out. Dawnie! You look too cute. Love the tights."

Dawn rolled her eyes and saw Janice motioning to her out of the corner of her eye. She was standing there with Zack and Justin, who she knew played on the Junior Varsity football team. They were two years older but she remembered Justin from when he was at the same school as her. They had the same lunch period and she would try not to make it obvious that she was staring at him. Wishing with all her fourth grader heart that he would notice her and send her a note or offer her one of his Swiss Miss snack cakes.

Needless to say, that never happened.

Janice motioned for her to join them and she looked back at the small group she was standing with, thinking over what Spike had said to her. She was well aware of how Janice operated but if she could put herself in Justin's line of vision, she was going to do it. She'd deal with the consequences later.

"I'll be right back. I see some friends."

Spike's eyes went over to the corner and he frowned. "You know those boys?"

"We used to go to school with them."

"That's Justin Freely and Zack Baker. They're fine," Willow informed him. "Well, Zack is a little loopy but I used to baby-sit Justin."

"Alright, I'll be here if you need anything," Spike told her, giving her a small, reassuring smile. It grew, though, when he saw her face light up before she walked casually to her group of friends. He watched her as she made her way over and he could tell that she was trying to be as aloof as possible. He laughed softly, remembering what it was like; how nerve-wracking it was. He stopped himself when the thought that he still felt that way every time he saw Buffy emerged in his mind. Hell, even when he knew he could see her or was about to see her, it happened.

"Are you ready for the physics test?" Willow asked.

"As ready as I will be. I'm going to help Buffy with her chem."

"Ha, good luck," Willow exclaimed, before slapping her hand over her mouth. "I said that out loud, didn't I?"

"That's right. You used to help her. She can't be that bad off." When Willow remained silent, he began to get nervous. "What aren't you telling me?"

"She understands some concepts. Like the basics but otherwise..."

Spike's eyes rolled up and he sighed. "I'll just have to see for myself, then. She's going to quiz me on history and I'll help her with chem. It can't be that bad."

"You should have a rewards system. She responds better to that. Get an answer right, give her a cookie."

"I don't have any cookies."

"Chocolate?" Willow asked, hopefully.

"Nah, none of these blighters would give me any candy."

"Well, I'd get some," Willow advised.

"Or you could alter the rewards system," Oz offered, quirking an eyebrow, hoping that Spike caught on.

He laughed and slapped a hand on Oz's shoulder. "Right you are, mate. A rewards system. That'll do just fine, I think."

~~~~~~~~~~~~~~~

"Did you two have fun?" Buffy asked as Spike and Dawn trudged through the front door.

"So much. Thanks," Dawn said, a large smile on her lips.

Buffy was taken aback at first and then shook it off. "Sure...get anything good? Perhaps a Reese's Peanut Butter Cup or Nestle Crunch that you could bribe me with."

"Why am I bribing?"

"So I don't tell Mom what you did to your costume."

"Do you two do anything for each other without blackmail getting involved somehow?" Spike asked, plopping himself down on the couch next to Buffy.

"No," they answered.

Dawn set her pillow cover down on the table and began sorting through it. She pulled out about ten different kinds of chocolate bars and pushed them towards Buffy.

"Okay?"

Buffy made a show of looking them over and shrugged. "This'll do."

"Do you want any, Spike?" Dawn asked.

"No thanks. I'll just eat your sister's goods."

Buffy slowly turned to look at him, her eyes wide and her mouth open just a bit. He wiggled his eyebrows just a bit, enough to let her know that what he said did have the meaning she took it as.

"Good luck getting any from Buffy. She hordes the stuff," Dawn warned, oblivious to any and all sexual innuendoes and looks between the two. She picked up her sack and made her way to the stairs. "Have fun. I'll be up in my room, pigging out."

"Don't forget your homework," Buffy called out to her, not taking her eyes off of Spike.

"Yeah, yeah. I got it. Hey, Spike?" He tore his gaze from hers and looked over to Dawn. "Thanks a lot for coming with us. I know it wasn't exactly how you wanted to spend your Halloween."

"Nonsense, Bit. It was my pleasure." And he meant it.

She smiled and ran up the stairs. As soon as they heard the door close, they were on each other. His hands to her back, pushing her to him. Her hands to his head, moving him to her. She opened her mouth when she felt his tongue sweep across her bottom lip and he instantly deepened the kiss. He slowly moved forward as she pulled him down, the both of them working so in sync with the other that they were both equally surprised by it.

He settled between her legs, his left arm holding him up and over her, his right hand running down the length of her body. She sought out the roaming hand, grabbed it and brought it to her breast.

"I want you to touch me." She bit back her giggle at the look on his face and instead nodded her head slightly to confirm that she did, indeed, want to be touched.

Spike watched his fingers lightly skim over the curve of her breast, move down the underside and back up again. Coming to rest on the outer curve, the side of his thumb moving softly over her nipple, making Buffy tingle just so but not enough.

Was he teasing her? Was he scared? Was she not direct enough? She thought that she was. Thought "touch me" pretty much got the point across that she wanted him to touch her. Now. So why was he being so hesitant? He'd already seen her in just her bra. He was going to kiss her there just last week in the movie theater. Hell, they'd been skinny-dipping and she knew that he'd gotten a peek even if he acted like he hadn't.

If he was waiting for her take control, then she would.

She turned her body, knocking him off balance and onto his side. He looked at her quizzically and she shot him what she hoped was her most vixen-ish half-smile. She placed her fingers at his lips and moved them down his chin, neck, pulling lightly at the collar of his t-shirt and continuing down until she reached the waist of his jeans. Buffy moved his shirt and slipped her hand underneath, trailing back up his stomach and chest, feeling herself grow warmer as she felt every muscle constrict under her touch. She reached her destination and lightly ran her fingernails over his nipple. She smiled when he gasped and looked up at him through her eyelashes.

"When I say touch me, I mean touch me." Her hand traveled back down to the button of his jeans and she undid it quickly, pulling on the material and causing his zipper to go down. "Do you want me to?"

He nodded, his eyes on hers but she had the feeling he wasn't seeing her at all. He seemed in a daze and she tried not to giggle, knowing that would only ruin the mood.

"Buffy?"

Or, Dawn would.

"Yeah?" she answered.

"Um, I ate all this chocolate but I didn't get a drink and I know I promised to not disturb you but I really, really need a glass of water or milk. I mean, really. I think I might die."

Buffy rolled her eyes and started to get up when Spike's hands moved abruptly from their place on her body to cover himself.

"She's not coming down."

"I don't want you kneeing me in my crotch again. Be of no use to you then."

"Who said that was going to be of any use to me anyway?" She winked and let the laugh escape her at the disappointed look on his face. She carefully got off the couch and walked to the bottom of the stairs.

"So, milk or water?"

~~~~~~~~~~~~~~

Buffy was right. Dawn ruined the "mood" and when she came back to the living room, she found him zipped up and sitting on the couch with a textbook in his lap and his notebook full of notes on the seat beside him. She sighed, picked up his notebook and sat next to him.

"Still want to help?" he asked, not looking up from his book.

She made a face but said in a cheerful voice, "Of course. What do you need me to do?"

"Ask me the questions on this sheet."

She looked it over. "Okay, how long did the war last, what period of time was it and who was the dispute between?"

"Thirty-two years, from 1455 until 1487 in Medieval England and it was between the House of Lancaster and the House of York."

"Very good!" She leaned over and gave him a quick kiss on the cheek.

"Nothing better than that?"

"Not until we get to the harder questions. Number two, why was it called Wars of the Roses?"

"Based on the badges. Lancastrians were red roses and Yorkists were white."

"Number-"

"Hey!"

"What?"

"Reward?"

She smiled and continued. "Number three, what were the five major causes of the conflict?"

He ticked off the answers with his finger as he listed them. "One, both houses were descendents of King Edward the Third. Two, Henry the Sixth, the ruling Lancastrian king, surrounded himself with unpopular nobles. Three, civil unrest amongst the people which always leads to blood shed. Got to love unrest. Four, too many powerful lords with their own armies. Finally, five, good old Henry went a bit mad." He took a deep breath and looked at her. "That gets me something. Has to."

She took his outstretched hand, lifted it to her mouth and kissed each finger, the palm, his wrist and back up to his index finger. She wrapped her lips around the tip, moved her tongue around it and bit it gently. She released his finger and took his middle finger as he quickly threw his book off his lap, grabbed the notebook off hers and threw that on the ground, as well. He yanked his hand from her and brought it to her neck, under her hair and moved her to his mouth.

"I think you're a bit evil," he mumbled against her lips.

She laughed softly before grabbing his t-shirt and dragging him down to the couch with her. He shifted to lay on his side, like he was before Dawn had interrupted them and she immediately went to the button of his jeans.

"You don't have to-"

"I know, but I want to," Buffy interrupted. "Don't you?"

There was that look in her eyes again. The look he still couldn't place or figure out what it meant. Not just simple insecurity but something bigger, deeper and something he still couldn't put his finger on. He had figured most of them out by now but this one remained evasive and made his heart ache for her and whatever it was she felt during those moments. He wanted to hold her and tell her not to look like that, not to think or feel whatever it was that made her react that way but he knew that wouldn't help. Whatever it was, it was ingrained in her. Probably had been for a long time, before he ever knew her.

"If you touch, I touch," he answered. His hand moved to her breast, giving it a light squeeze before moving down to her pants, pausing at the button. "Yeah?"

"Okay but..."

"But?"

She pulled on his t-shirt. "Will you take this off?"

"Will you?"

Buffy blushed. "I can't...I mean, I don't...I'm not wearing..." She sighed in frustration. "I'll be naked," she finished softly.

"We could put this over us," he offered, reaching towards the end of the couch for the throw that was draped over the arm.

"My mother made that!"

"And?"

"And I don't think it was for the purpose of covering up the naked parts of her daughter."

"Fine."

"Don't get huffy."

"I'm not getting huffy."

"That fine had an edge to it."

"Bloody hell, Buffy. Drop it."

The doorbell rang and they looked at each other. Buffy shrugged and got up to answer the door.

"Trick or treat!"

"Um, it's nine o'clock. Trick or treating is officially over and I have no candy left."

"You suck."

"And a happy Halloween to you, too," Buffy said as she shut the door on the kids. She leaned against it and ran her hands through her hair, letting out a long, pent-up sigh. Were they just fighting? Over a blanket? How ridiculous is that? She heard him shuffling around, unzipping his book bag and the thud of books being jammed into it. She frowned, wondering what she could do to make sure he didn't just take off.

"You're leaving?" she asked as she came back in the room.

"I should study and being here, with you, isn't entirely helping me."

"Oh."

"I'll see you tomorrow at school?" Spike asked as he stood up.

She nodded and watched him bend down to pick up his bag. In that instant she decided he wasn't going anywhere.

So she ran at him and tackled him onto the couch.

They landed with an "oomph" and Spike looked at her like she had lost her mind.

"What in the hell are you doing?"

She grabbed his head and kissed him, hard. Her tongue slipped out and ran along his lips until he opened his mouth and she slipped inside. She adjusted her body to straddle his hips, slightly grinding down on the hardness she could feel between her legs. He breathed in harshly and mumbled her name. She let go of him, sat up and bent over backwards to grab the blanket.

When she returned to her upright position, she saw the odd look on his face. "What?"

"I didn't know you were so...bendy."

"You haven't seen anything yet," she joked.

A soft moan escaped him before he asked, "Is that a promise?"

She laughed and shook out the blanket. She nodded her head in his direction. "You first."

"Should we be doing this here?"

"Well, we can't go upstairs. Dawnie..."

"I remember the last couch incident we had and-"

"The door's locked, the curtains are closed and if Dawn comes down here without announcing herself first, she knows she'll lose a limb. We're covered."

"Hopefully, not for long," he muttered. He sat up and before he could reach for the hem of his shirt, Buffy already had it pulled up and was waiting for him to lift his arms. "Impatient."

"Yup," she said cheerfully as he lifted his arms and she pulled the shirt off the rest of the way.

He leaned back on his elbows as her hands slid down his chest. When she got to the waistline of his jeans, she stopped and raised her hands over her head. He tilted his head as he looked at her and bit back the laugh at the look on her face. Her eyes were screwed shut and she was almost grimacing as she waited for him to take her shirt off.

One eye popped open and she looked down at him. "Well?"

"You sure? You look like you're about to keel over from embarrassment."

"The quicker you do it, the quicker I can put the blanket over me. Come on before I change my mind."

Not one for being told twice, he pulled her shirt over her head in one swift motion and threw it next to his on the carpet. He barely got a chance to look before the blanket was wrapped around her.

"If this makes you nervous, we really don't need to-"

"Spike, I appreciate you being all gentlemanly and whatever but I'm fine. Yeah, I'm nervous but I'm thinking you can help me with that if you just shut up and kiss me."

He sat up and wrapped his arms around her waist. She leaned towards him and shivered when her nipples grazed his naked chest. His mouth found hers and she felt like they sat there like that for days but it had only been a couple of minutes. They broke apart and she gently pushed him back down to the couch and went to follow when his hands grasped onto her upper arms.

"Can I see?"

She gulped. "You want me to just sit here and have you look at me?"

"Yes," Spike answered and tried not to smile when her eyes bugged out.

"But...but," she stuttered, not able to think of one coherent thing. "You won't laugh?"

"Why would I laugh?" he asked, completely astounded that she would even ask such a ridiculous questions.

"I'm not...there are...flaws." Her voice was so low; he had to strain to hear her.

"I doubt that."

"I'm telling you. Angel-"

"Stop right there. That wanker has proven he knows fuck all about you." He cupped the back of her neck and pulled her in for a quick kiss. "You are the most enticing, radiant, divine woman I have ever seen. Believe me."

"I'm not."

"Buffy, are you going to believe whatever bogus rhetoric he spewed on you to beat you down or are you going to believe me?"

"I want to," she admitted.

"Then do because it's true."

She pulled away from him and he dropped his hand from her head. He thought he'd gone too far until she rolled her shoulders back and subsequently dropped the blanket from around her. He looked at her face and her eyes were closed, the blush that reddened her cheeks spreading down her neck to her chest.

He breathed in deeply at the sight of her. Flawed? Not bloody likely. If he ever saw Angel again, he'd be sure to beat his ass for making this girl think that she was anything less than sublime. He didn't want to scare her away but he did want to touch her. When I say touch me, I mean touch me. Did that still apply now? He shrugged and traced his fingers along her collarbone, moving down slowly, smiling as he felt her skin rise up from his light touch.

His fingers grazed the top of breast and slid down center to her puckered nipple. He ran the pad of his thumb over and she gasped. He looked up to see her head bent to the side and her mouth slightly parted.

Fuck this, he thought as he grabbed her around the waist again and brought her down to the couch with him. Before they even landed he was on her. One of his arms trapped under her but not unmovable so he massaged the tension knots from her back. His other hand was a blur of movement. He couldn't settle on one place to touch her.

Buffy having got over shock of being pulled down so quickly, flung her leg over Spike's, inching towards him. Being on her side didn't give her left arm a lot of leeway for movement but her hand helped its right counterpart in unbuttoning and unzipping his jeans. She cupped him through the material and he broke his mouth from hers to take a breath. She took the opportunity to do the same.

She brought her hand to her mouth and licked it from the base of her palm to the tips of her finger. He looked at her, brow furrowed. She did it again and moved her hand back down. Her other hand pulled his jeans open and she wrapped her wet hand around his cock. She waited a moment before she began to move slowly up and down, down and up, remembering to use the pre-cum to help lubricate. Thank goodness for Cosmo, she thought absently.

"How'd you..."

"I read something once. Slippery when wet, right?"

"Uh-huh," he muttered as he moved his head down to her breast and without a moment's hesitation, took her nipple into his mouth. His hand massaged around the breast as he laved her nipple with his tongue. He bit at it gently and Buffy groaned loudly which spurred him on further. He tried to move his arm from around her back as gently as he could without making either of them stop what they were doing but it proved fruitless. Buffy caught on to what he wanted and lifted herself a bit for him to move. He glanced at her, smiling gratefully, and quickly went to work on the buttons of her jeans.

Buffy was dizzy. She felt there but not there. Like she was watching her do these things on her mother's couch and it was disconcerting. She was trying to focus but kept being distracted from the feel of his mouth on her breast and his rock hard erection in her hand. Her breath caught in her throat altogether when she felt his hand cup her mound over her panties. Breathe, Buffy, breathe, she kept telling herself. But she couldn't; didn't remember how to do so.

[edited]

"Pet?" He waited. "Buffy?"

"Shh, shh," she whispered.

"You alright?"

"What was that?"

"What do you..." And then he got it and he tried to contain his surprise. "You've never..."

"Okay, a) I've read about orgasms. The best way to go about having them, the things that make them better, blah blah. b) It never, ever said it was anything like that. c) They should really tell you exactly what it's like because I probably would have tried to have that happen a loooonnng time ago."

"I didn't hurt you then?"

"No, of course you didn't. Although I did think my head exploded at one point." She brought her arm up and cupped his face. "Thank you."

"Any time. I'm going to need my hand back," he said, lightly, nodding his head in the direction of their hands that were still in her pants.

"No."

"No?" He laughed and she followed him.

[edited]

She settled down next to him and he pulled her closer. Buffy snuggled her head in the crevice between his head and shoulder. He grabbed the blanket and draped it over them. He loved that she wasn't automatically going for her shirt to cover up and seemed content just to lie there with him.

"Happy Halloween," she giggled.

"Best damn Hallows Eve I've ever had." His hand sneaked under the blanket and he ran his index finger down the center of her breast before going around to her back. Her breath hitched and he smiled. "So tell me, pet, why weren't you wearing a bra? Not that I'm complaining, believe you me but..."

"It was annoying me so I took it off," she told him simply. "Should we study some more?"

"Nah, too tired now but I'll be sure to keep you in mind next time I need to. You have a bloody fantastic rewards system."

They laughed together and she cuddled into him even further, her breasts now squished against his chest. She moved her arm under his and around his back. They stayed like that; not even realizing they both fell asleep in the comfort and warmth of the other.

tbc...