Angelus couldn't help but chuckle as his boy dragged him through the darkened streets of Sunnydale. His boy was excited over something, and if the whiff of arousal was anything to go by, this was going to be good. He had spent the day in bed with his eldest Childe, Darla off attending to the Master and Dru playing with her dolls. He had been neglecting Penn lately and he felt terrible. Especially considering the fact that they were opening the Hellmouth in two night's time.

His boy had been more excitable than usual. Angelus had woken up a few hours before sunset to find Penn kissing his way down his body and grinding a rather urgent erection against his Sire's leg. Angelus had come to love this lazy way to wake up. He had changed in the past century. William had changed him. Although he would never let Penn take him, he had become much more tolerant and allowed both of his Childer a little leeway.

Once Penn realised that his Sire was awake he moved so that he was blanketing the older man's body. For a Puritan he had come to love this sin. He loved his Sire and his Sire loved him, nothing else mattered. He gently kissed his Sire's lips, the kiss becoming more forceful as his passion rose. Eventually blood was dribbling down their chins as teeth clashed together. Penn's mouth made its way down the beautiful body below him; nipping, kissing and sucking a bloody trail to the proud cock. He loved to spend his time licking and sucking and nibbling at the engorged piece of flesh. He used his blunt teeth to pull the foreskin back, knowing how much Angelus loved it when he pulled just enough to hurt. He took the erection to the back of his throat and swallowed hard. He laved at the pulsing vein on the underside and gently rolled the heavy balls in his hands. He loved the fact that he was allowed to do all of this and not let his Sire cum. He spent a good half hour pushing at the limits of his Angel's restraint before Angelus snapped.

He bucked Penn off his body and pinned the younger vampire beneath him. The incessant teasing had raised his blood lust. He started to grind himself down on the body beneath him, relishing the feel of the body bucking up to meet him. Both vampires's felt their passion building and Penn knew that he wouldn't hold out much longer, especially when his Sire was biting on his neck hard, but not enough to draw blood. The lack of penetration was driving him crazy, just as his Sire intended and he began to mewl and beg for more.

Angelus moved down his boy's body leaving bites and bruises as he went. The blonde beneath him was beginning to pant and sweat. Penn always loved it when Angelus mixed brutal and soft together; it drove both the demon and what was left of the man insane. Biting down particularly hard on Penn's belly Angelus thrust two fingers through the tight ring of muscle and into the cool soft passage beyond. The double penetration caused Penn to buck off the bed and come violently all over his stomach and Angelus' chest. Not giving the boy any time to recover and determined to make use of the fluttering anus, Angelus pushed his cock through the tight rings of muscle.

Knowing that this would be one of, if not the last time that he would have with his first Childe, Angelus slowed his actions down, determined to make this pleasurable. Rather than thrust in and out, he merely rocked, making sure that he was continually exerting pressure on Penn's prostate. He slipped one hand between their bodies and started to brush feather light strokes up and down the reanimated cock. Gently he began to kiss Penn's mouth, caressing rather than possessing. He cut his tongue on an elongated fang and allowed the greedy mouth to suck and pull all of the blood it could get out. Slowly he began to change the rhythm, he kept it all gentle and loving, but his thrusts became more obvious and the stroking slightly firmer.

Penn was whimpering, desperate for release as Angelus worshipped his body so slowly. The older vampire had kept his slow pace going for what felt like hours. Penn could feel the tears rolling down his face as he was tortured. Angelus felt the moisture on his own cheeks and pulled his mouth away from the endless kiss. It was at times like this he was so glad that he didn't have to breathe. He stared into the grey eyes that had captivated him so long ago. Eyes that reflected a very similar tale to that of his own mortal life. He could tell that Penn was desperate for release. He was breathing heavily and there was a translucent sheen of sweat covered the pale flesh, plastering the blonde hair to his forehead.

He stroked the boy's cheek and marvelled at the eternal beauty that he knew would be destroyed and gone forever in only a few days. He only had hours left with a creature that he had chosen to keep for all eternity. His heart broke at the knowledge. He looked down and felt tears in his own eyes; at times he was more human than he wished. He lowered to kiss him again and as he pulled back whispered, "I do love you, more than you will ever know. My beautiful Michael."

He dropped his fangs and slid his teeth into the soft neck, using his unoccupied hand to draw Penn to his own neck in the ultimate sign of love and trust between vampires. He was going to miss this.

Angelus snapped back to the present as they arrived at a large abandoned warehouse. Penn was growing more excited by the minute. It was dark even to a vampire's eyes inside, but Angelus was aware of the outlines of boxes and packing equipment. The loss of vision impacted on his other senses and he heard the pounding of a frightened human heart and the intoxicating aroma of fear…

In a small room, bound to a chair and gagged was Willow. Angelus was on the verge of panic. It killed him to see the terror in his sort-of friend's eyes and the utter glee in Penn's.

"What's this Penn?" He forced on his seductively amused tone. He couldn't allow Penn to become suspicious. He moved behind Penn and wrapped his arms around Penn's waist. This was so that rather than face Penn he could focus on Willow and let her know that she was safe without Penn noticing. So focused on his own charade he didn't notice the arrival of Slayer and her group.

Spike was heartbroken to see his beloved wrapped around Penn, whispering in his ear. He saw Buffy raise her crossbow and knew that he had to stop her. Grabbing her arm he hissed "Don't, if you miss, Penn will kill you. If you kill Penn, Angelus might kill you as well. Just listen." Buffy dropped the crossbow and watched the scene before them.

Spike felt as though his heart had been ripped out. It should have been him in Angelus' arms not Penn, anyone but Penn. When Spike had been created Penn and Angelus were lovers, William had gotten in the way of that though.

London 1880

Drusilla was a revelation. She had shown him a world that he hadn't known could exist. For the past three nights they had danced through the streets of London leaving a trail of blood and pain. William was in heaven. He had a woman that didn't ridicule him and he now had the confidence to do and say what he wanted. Drusilla however had decided that it was time for them to return home. William hadn't thought about Drusilla having a home, he just thought of her as his. He was shocked to say the least when she led him to a large and obviously expensive hotel suite. By the time they get to the room his blood lust had been raised again and he wanted her. He wanted to take her.

Then he noticed the bodies. They didn't bother him at all; after all if you can kill someone then you should be able to see a dead body. That is when he heard the name that would haunt him for the rest of his life… Angelus. He didn't know what he had expected but it hadn't been the beautiful and powerful man that had just appeared in the door way. He'd been captivated from the first, in awe of the sheer magnificence of the figure

Darla stayed away for the first few months and apart from the time when Angelus cruelly pointed out that William was the bottom of their little pack they had had a great time. Angelus had taught him so much, how to hunt, how to play, how to feed, everything that he needed to be an effective vampire. Then he had began to teach him to fight, he loved those lessons. They spent hours, just the two of them fighting and laughing and getting to know each other. William preened under the attention that Angelus showed him, he had never had a mentor that encouraged him like Angelus did. If Will got it wrong then Angelus didn't let him go until he had it perfect. If he got it right then Angelus would create a terrible exhilarating hunt for him.

Angelus also indulged his interest in the scholastic. He taught Will languages that he knew, employed (that is forced) tutors to teach what he couldn't and provided Will with enough reading material to sink a small island. When Will had asked Angelus, who he knew to be an utterly evil bastard, why he did this he had simply responded that he wanted to make his family strong. He didn't want to lose any of his Childer. He knew that being Dru's Childe he was bound to Angelus, but Angelus claiming him in that way had made him feel so amazing. He felt at home and for the first time in his life he had a real friend.

What William failed to notice was that he was falling for his mentor.

In 1886 Penn came home.

Darla had left the day before to head to Rome to see her Master. Will often wondered what this vampire was like especially as he commanded Darla's total obedience.

He and Dru had just been on a satisfying hunt. They had pursued two young men all through the back streets of Whitechapel. It was exhilarating. Both men were pick pockets and had tried to take Dru's purse and were shocked to discover that she wasn't the weak female that she appeared. Now they were lounging in the parlour waiting for Angelus to return to tell him about their hunt. Dru had played with and talked to Miss Edith for two hours before she had retired to bed. Will however was engrossed in his book and wasn't tired enough to go to bed.

He heard the door open and the sound of shuffling feet. Then he heard something slam into the wall. Worried for Angelus he raced from the room. What he saw shocked him. Angelus, his mentor, was kissing another man. A young… blonde… man. Will was shocked to feel jealousy race through his veins but was convinced that it was because this boy had his mentor's attention. He watched as they broke apart.

"William! Come meet Penn. This is my Childe Penn, Penn this is Dru's Childe William."

He bit down the hurt that he felt when he realised that Penn was closer to Angelus than he would ever be. He had been chosen by Angelus, whilst Will had merely been trained. He ignored the tears that gathered when Angelus bade him a good night and dragged Penn with him to his bedroom.

Penn had stayed with them for the next few months. His presence robbed William of the first real friend that he had. William also began to see that Penn robbed him of that much more. Penn seemed to realise that William felt more for his Sire than he should; he felt the waves of hate flow over him every time Will looked in his direction. For his part William had refused to leave them alone. He hunted with them, sat and talked to them and followed them when he could. Angelus took a while to realise what was going on, but when he did… the world was made new for Will.

But now, Penn was obviously very much back in Angelus' world.

"It's a present Sire." Penn was basking in his Sire's attentions. The day just kept getting better.

"I can see that but what's with all the intrigue. Why not just bring her to Court?"

"Drusilla."

"What did she… She wants me to turn the girl doesn't she?" He knew that Willow wouldn't stay hidden for long, but he had hoped for longer. Also, he would have liked some sort of warning before this.

"She says that the little tree is her sister. I thought that I would make it easier for you… I also thought that you might let me help." Penn ground himself back into his Sire's crotch. He gave a low whine when Angelus pulled away and walked over to the girl.

He crouched in front of Willow and began to stroke her hair. He needed her to calm down; the smell of fear was just too much. He was fighting every instinct that he had not to sink his fangs into her. He pulled away and turned to his Childe, wrapping his arms around his waist. He needed to distract Penn. Lucky for him a vampire was very susceptible to sex. He started to nibble on Penn's throat, speaking between nips.

"Well my boy… you have… done… well… Why… did… Dru… want… this… girl…" Childer were so easy! Penn was already panting.

"Said the stars… ahhh… the stars told her… bite me…" Penn was whining and whimpering. His Sire was always so talented and could have nibbled blood from a stone if he'd wanted to. He needed more contact and began to grind himself into his Sire. He wondered whether all Childer felt like this when they were touched by their Sire or whether his Sire was just special…

"Did… she… tell… anyone…else…" Angelus looked up into lust fogged eyes. "Or can we take our time?" He smirked at the quivering mass in his arms.

"Take our time Sire… She only told me…" Penn's panting turned into a groan when Angelus spun him round so that he was once again pressing back into his Sire's crotch. He trembled as he felt Angelus' hands trail up his sides and come to rest on his shoulders.

"That's good to know." Angelus applied force to the pressure points at the back of Penn's neck and the blond slumped forwards, unconscious.

Angelus laid his boy on the ground and hurried over to untie Willow. Having freed her from her bonds he pulled her into a hug, petting her hair softly as she cried into his shoulder.

"Shh… Malushka, you're safe now… I've got you… Shh Little One…"

When Willow had calmed down he pushed her away and checked her neck for any bites or marks. She wasn't hurt for which he was greatly relieved. Constantly he whispered endearments as she told him how scared she had been and how he had taken her from the library. A small intake of breath alerted him to the presence of the Slayer and her friends. He could smell Spike's pain and he guessed that he had witnessed him and Penn. At the moment though, he was too angry to want to comfort his love. He had told him to watch over the witch, yet he had been off with the Slayer, he could smell them all over each other.

His eyes turned gold and he spun on his lover. "I told you to watch her! Was that order too complicated for you or were you too busy fucking the Slayer into the ground to notice that there is an Apocalypse on its way!" He was furious. It ripped him apart to speak to Will like this but there was too much at stake.

"Well you seemed to be a bit preoccupied yourself mate… He still a good fuck?"

The temperature dropped a few degrees and Willow, still in the arms of her rescuer felt the rage pulse through him.

"You do not want to go there boy." He released Willow and took a step towards Spike. His eyes glowed with the Devil's fire.

"Maybe I do… Maybe I want to know how long it took to jump back into his bed after I left! Maybe I want to know what the fuck you have been doing with him for the past hundred years! Maybe I want to know what the fuck you are doing with Willow and why I can smell her on you! Maybe I want to know what is happening here!"

With every statement he made Spike advanced on Angelus. He was so angry and hurt that he didn't realise the danger he was putting himself in, Angelus didn't like confrontation. In fact it usually provoked a very bad reaction from him. When Angelus stalked forward he realised with horror how angry his Sire was. He couldn't stop the quick step back that he made.

The smell of Will's fear hit him like a bucket of cold water. An anguished cry tore from his throat and he retreated back to Penn's prostrate form. He could feel the power building and he needed to calm down. Problem was, the power refusing to disperse. He needed an outlet… Penn.

He needed a physical connection and so ignoring the people around him he ripped into Penn's throat, forcing the magic straight to where he wanted it to go. He flooded Penn's mind with pictures, feelings, sounds. He built up memories that he needed Penn to believe were true and destroyed the ones that he couldn't have being remembered. He wove in and out of Penn's mind, like a needle and thread passing through a piece of cloth. He created a tale; that they were out hunting and attacked by the Slayer and her friends. Spike and Willow were removed from his head and Drusilla's vision was erased. Each pocket of memory was blocked and filled with what Angelus wanted him to know.

Once the power dispersed and his was sure that Penn would remember nothing he withdrew his fangs from Penn's neck and laved at the wounds until they closed. He picked his Childe up and laid him on what remained of a conveyor belt. He brushed a stray lock off of Penn's face and laid a gentle kiss on his lips. Satisfied that his boy was ok he turned to the other individuals in the room. His eyes were still tinged with gold and despite the practiced poker mask they could tell that he was still angry. He moved himself between them and Penn, shielding the younger vampire with his body and just daring the Slayer to so much as breathe on him. He turned his attention to Willow.

"Are you ok?"

"Yes, he didn't touch me. Thank you."

Willow offered him a sweet smile. She owed him more than her rescue. Penn's fear of his Sire had kept her unharmed and would have meant that he would have protected her from any other vampire. She took a step towards him and practically growled when Xander tried to pull her back. Shaking him off and donning her resolve face she moved towards the dark vampire.

"Are you ok Angel?"

Her voice was quiet and soothing. She was worried that the vampire had used too much power doing whatever he did to the other vampire.

"Willow! Why the hell are you worried about him? You could have been killed!"

"I am worried because he has just used a lot of magic to keep me safe and he has just hurt someone that he obviously cares about! Also he is my friend and I tend to worry when they are hurting so get the hell off me!"

Buffy had no choice but to let go of the furious red head, who immediately went to the side of the dark vampire. Angelus kept a wary eye on the others but drew Willow into his side; he could feel how worried she was. It felt strange to have someone who was genuinely worried for him; especially this small slip of a girl who he would have drained in a heartbeat a hundred years ago. He gave her a quick side hug to assure her that he was fine.

"I'm ok Willow. Penn won't remember who you are, don't worry and if he does I can keep him distracted. We don't have that much longer to wait. The Master is opening the Hellmouth the night after tomorrow."

The Scoobies looked at each other in a stunned silence, each feeling a cold terror settle in their stomachs. They only had two nights – that wasn't enough time! Willow felt her fear build and unconsciously she buried herself into Angel's body. If she hadn't trusted him before, she did now. She saw in him an honesty and passion that put them all to shame. He was more human than they were and at the same time he was more worthy of their respect because he wasn't doing this because it was his mission, he was putting himself in so much danger to right a wrong that happened a hundred years before.

"I can't do this."

Her whisper was so soft that even Angel had to strive to hear it. Gently he pulled her round so that she was facing him and looked into her green eyes. He smiled at the strength that he saw there, a strength that she didn't know existed.

"Yes you can. You're strong Willow – that's why Penn came after you. You're very powerful and you'll blow them all away. Trust me."

"I do trust you. But I think that you're wrong about me all the same."

He couldn't help laugh at her. She was so trusting of everyone around her but she never trusted in her own strength, she doubted it so much. Angelus turned his attention back to the others in the room to find the Slayer staring at Penn. He knew that glint in her eye, it was that of a hunter.

"Don't even consider it."

Buffy looked up, chilled to the bone by the cold cruel edge to his voice. She feared this vampire – he was too good at whatever game he was deciding to play. He always seemed to know what his enemy was about to do and he kept at least three steps ahead of them at all times.

"He's a vampire. He kidnapped my best friend. I'm the Slayer – I think that I'll slay."

She slowly pulled a finely carved stake out of the waistband of her jeans and twirled it round her fingers expertly. She would be damned if she let Angelus intimidate her and even more so if she let Willow's kidnapper walk away unharmed. She moved towards Penn, ignoring the look Spike shot her and the glowing amber eyes of Angelus.

"I am warning you Buffy. I have played nice so far, do not push me."

His voice was calm as was his stance but inside? Inside, Angelus was wound as tight as a spring, coiled and ready to strike. He was deadly at the best of times but only those who knew him well enough knew that the true danger came when he was calm. They say that it's always calm before the storm, but Angelus' calm meant that you were already in the heart of it and way past the point of no return. Buffy however didn't know that and ignored everything around her that was screaming at her to back off. She took another step forward and Angelus moved so that he was directly in front of Penn's vulnerable form.

"Get out of my way Angelus."

He refused to move. Instead he gave Willow a light push towards Spike; he didn't want her hurt because the Slayer was being stubborn. Watching her carefully he knew that he would have to put her down, there was no way that she was going to let him walk out of here with Penn. She wasn't doing this because she was the Slayer though, this was about vengeance. He could see it in her heart and mind. She didn't hate him because he was a vampire but because he had Spike and she wanted his boy. She hated that he was strong and she hated that he made her feel weak. More than that though was the one thing that would make her a weaker Slayer. She saw the world in black and white and refused to notice that the true areas of power were in the grey. She saw that she was the Slayer and therefore good. She never saw that she was as influenced by a demon as he was. The only difference between her demon and his was that his was at the surface of his mind. Hers was repressed, like with all Slayers. They walked a fine line between light and dark and only the truly powerful Slayers could embrace the darkness. This golden girl before him, composed entirely of Californian sunshine, refused to embrace that darkness and hated him because he not only embraced it but revelled in it. He drew all of his power from the fact that he knew what the darkness held and he didn't have to fear it anymore. He used it and used it well.

She moved closer and he still didn't give her an inch. He wasn't going to be the one to start this fight but he would finish it if he had to. He had never had the intention of giving the Slayer a good hiding but he felt that she needed to know that there were things more powerful out there than she was. There was also the small matter being that Angelus only served two masters and she was neither of them. Again she took another step, which brought her into his 'personal space'. He smiled down at her and raised one eyebrow.

"You're not ready to dance with me yet Buff."

"Wanna bet?"

She smashed her right fist into his jaw as hard as she could and followed it up with a roundhouse kick that connected to his ribs. Angelus staggered slightly from the force of her fury and glanced quickly at Spike. Seeing the resignation in his eyes and knowing that he wouldn't interfere, he moved into action. He blocked her next punch and twisted his body out of reach of the knee that was aimed at his crotch. Keeping a tight hold of the balled fist he swung her around as if twirling a partner in a complex waltz. Her arm twisted behind her back he pulled her in so that she was resting with her back to his front. He leant down to her ear.

"Stop now."

Rather than answer she slammed her head back connecting rather forcefully with his nose. He felt the blood start to make its way down his face and was suddenly bored with playing nice. She was given no chance to defend herself from the one-two punch that forced her back and when she raised her arm to ward off his spin kick she felt the bones bruise under the force of it. Trying to regain her footing Buffy moved back keeping her arms up in a defensive posture and her weight evenly balanced. It wasn't enough to deflect the combination punch and sweep that took her legs out from under her.

She flipped to her feet ready to engage again, but Angelus wasn't in sight. She paused for a second and his fist connected with her ribs. She turned to the left but he was gone again. Unnerved by his disappearance she slowly began to turn, seeing that her friends were as shocked by his speed as she was. When no further attack came she made the foolish error of advancing on Penn again. She never saw the flying kick that sent her flying into the concrete wall and Xander's warning came way to late. She hit the wall hard, feeling something crack from the impact and aware of blood running down from the base of her skull. She didn't have time to lift herself to her feet before a cool hand clamped itself around her throat and lifted her up the wall.

Angelus wasn't even in game face but his eyes were as black as coals. Buffy wondered how many Slayers had had this as their final image in life. He moved into her body and licked the blood off her cheek.

"You are lucky that I need you alive Slayer because I could have done a whole lot more damage to you than this."

He grabbed the bruised arm and smashed it into the wall. Buffy couldn't help the whimper that escaped as pain radiated up her arm. Nor could she stop the tears from collecting.

Suddenly he spun out of the way and plucked a crossbow bolt out of the air, millimetres from Buffy's chest. Snapping it in half he threw a look of utter contempt to Giles who had attempted to defend his Slayer. Buffy slid down the wall, clutching her fractured arm to her chest, her head swimming with nausea from her collision with the wall and the knowledge that she had just entered a fight that she would have lost.

Angelus stalked over to Penn's body and lifted him gently into his arms.

"I am going to be the one that kills my family – not you. You think that we are just animals, that we have no feelings. You are wrong. We love and we hate. We feel passion more blinding than the sun. We grieve. I am going to kill my loved ones because it is the only way to do what must be done; but I'll go to hell before I surrender any of them to you."

He looked at them each in turn and to their horror there were tears in his eyes. Rather than the traditional poker face that Angelus reserved for dealing with allies there was a mask of deep pain and regret and most of it was centred on the unconscious boy in his arms.

"I'll meet you at your library tomorrow night and tell you everything that you need."

With no more than that he left them and Spike had the horrible feeling that that may be the last time that he saw his Sire.