Disclaimer: I own absolutely nothing of Buffy the Vampire Slayer! I'm just a slave of the Big Bad.. ) don't I wish..

It was the brightness in the cave that stirred him initially, his demon surfacing to make sure the light wasn't getting him. But what woke him fully was the realization that Dawn was awake beside him. She was still and quiet, trying to feign sleep, but he could hear her rapid heartbeat, her accelerated breathe.. Then he noticed his hand cupping her left breast. Her pert nipple was hard against his palm, pressing through the fabric, his hand the perfect size to cup all of her small breast.

His face was in her hair, breathing in her scent. She seemed to be all around him, surrounding him. He layed still, just taking in all of it, still pretending to be asleep. It would be far too embaressing if she confronted him about it. Best to let her get up on her own and pretend like it never happned. He breathed happily against her, snuggled into her warmth.. Until he realized he was hard.. again. He heard her suck in a shaky breat, exhaling a soft moan and he almost lost it. He had to bite his lip to keep from moaning himself and he could taste his own acrid blood he had bit so hard.

She slowly pulled herself out of his embrace, scooting out of reach and turning to look at him. She always thought he looked like some handsome angel, yet he was more like a devil, right? She smirked at that. She didn't mind his dark side; she even thought his bumpies were sexy. Her sister was crazy not to want him, and she herself was crazy to want a man in love with someone else. Her life seemed to be messed up and insane all the way around.

He made a big show of waking up, yawning and stretching himself out. He had felt her staring at him, but now he looked up into her eyes. "Wut? Was I snorin' or sumthin'?"

"N-No.." she stammered, her cheeks tinged a dark pink. She quickly busied herself with her bag of clothes, looking through each piece at length. She never realized before just how young her wardrobe was; there wasn't anything really "sexy" in there.. especially that sparkly unicorn top- can you say "preschool"? She settled on a blue denim skirt that came to her knees and a red wrap around blouse. The shirt dipped slightly in the front, but she didn't really have anyting to fill it out with. She sighed to herself, grabbing a lacy blue bra and matching thong from the pile and turned to him.

"Spike, where am I suppose to change?"

He was looking down at the seemingly tiny pair of blue panties on the top of her pile. "Ch- Change, luv?" He didn't register it was a question really, he just said something to sound all attention- paying.

"Yeah, taking off my clothes.."

He gulped visibly and looked up into her eyes, her cheeks a vibrant red. "Yeah?"

"To put on clean, new clothes..." she quickly added. I must have such a dirty mind, is he noticing?

"Oh, yeah, of course", he cleared his throat. "Um, I will just go outside.. and uh.. you can just change right here.. so uh.. yeah.." He was backing away from her clumsily, and it was hard for her not to laugh, but when she saw he really did mean to go outside..

"Spike! It's daylight out there! Remember? Are you okay?"

He stopped dead in his tracks, looking outside for the first time today. Sod it all, lil' Spikey almost got you killed.

"Well then, ummm.. I just won't look while you're changin' then, sweet bit."

Now I'm a "sweet" bit? She smiled to herself, and proceeded to change once he turned around.

Spike's enhanced hearing was picking up every little sound. He could hear the fabric rubbing over her skin as she took off her shirt, and then her skirt, seeming to take forever to come off her long legs. He closed his eyes, letting the sounds invade his mind. He imagined her unclasping her bra, it drifting to the ground as her small breasts poured out of it. He remembered how one of them had felt in his hand.. He heard the sound of her panties coming off and his breathe caught in his throat. How long does it really take to bloody change?

By the time she was done, Spike had bit his lip to bleeding yet again, and when he turned around, couldn't suppress a soft moan of approval. Her long slender legs were now visible to his perusal, and her low cut top.. If he stood at just the right angle..

"So what now?"

He grinned mischeviously at her, his brain still clouded in his sexual fantasies. Bugger! I'm doing it again... "Ummmm.. well, there's not so much to do really in a cave, but I have cards.. and.. and cards."

"Well, cards it is then.."