Chapter 5:

The two were still heavily engrossed in one another, had been for quite some time now, so much so that she barely even noticed Spike changing their positions. He had moved her to where she was lying with her back on the ground and positioned himself on top of her.

Then, out of nowhere, he stopped, "Hold on a sec, luv." he said as he got off of her and slipped out of his duster and spread it out on the ground. Don't want her layin' on the bare floor, it's bloody filthy, he thought. Then he gently lifted her and placed her on top of it, before he climbed back on her and quickly continued where he had left off.

"You know...it's a bloody good thing it's you here and not Andrew, because I highly doubt that this would be happening with him." Spike said playfully.

Dawn giggled, "You never know...I think he has a crush on you." she teased, instantly cut off by Spike kissing her once again.

While Dawn was running her fingers up and down his biceps, he settled himself in between her legs. Dawn wrapped her legs tightly around his waist while he pushed his rock hard erection into her, creating more friction.

Spike moved his hands back under her blouse and pushed it up past her breasts, revealing a red, lacy bra that fitted her perfectly. He lowered his mouth over a fabric covered nipple and bit teasingly, eliciting a soft moan from Dawn.

He then, trailed his tongue down her torso, placing wet kisses every so often, and stopped just above her jeans. He shifted his eyes up to hers, making sure that she was alright. Her head was tilted back with her eyes shut, and her lips slightly parted. So beautiful, so soft and perfect, he marveled. He didn't want to push her into going further than she was comfortable with, but she showed no signs of wanting him to stop or slow down. He reached for the buttons on her jeans and slowly undid them and slid them down off her legs. And as he caught her matching thong with his teeth, and made a move the slide them off as well, Dawn jerked up to stop him, her heart beating wildly.

Dawn wanted this, she wanted him more than anything, she didn't want him to stop. But she also wanted more than just the physical connection he was offering. She tried to imagine that this meant as much to him as it did to her, but she couldn't pretend any longer. As much as she wanted to, she couldn't go through with it. She wanted her first time to be perfect, and it could never be if the man she was in love with and ready to give herself to, didn't feel the same. She couldn't do that to herself, no matter how tempting.

"Spike, I'm sorry...I just can't do this." she panted out as she scooted back toward the wall, still sitting on his duster, and brought her knees up to her chest. Dawn shook her head, "I'm sorry, I totally just led you on. I didn't mean to, but I..." she started out, just to be cut off by Spike.

Spike moved closer to her and tilted her chin up to make her look at him, "Dawn, listen to me. It's okay. Don't apologize. You have nothin' to be sorry 'bout, luv. I understand if your not ready, and I respect that. And, I'm sorry if I made you uncomfortable, I would never push you into anything, pet, I promise." he assured her.

God...he is so amazing...that just makes it even harder, she thought. "No, you didn't. It's not that...it's just...(sigh)...I've never done......before, and I don't want my first time to mean nothing and to be a mistake." she explained.

Spike's lips straightened out to a thin line, and his jaw was set. "Right. Means nothing..." he trailed off sourly. So that's how it is. I mean nothing to her. But at least she has the decency not to shag me anyway. Points for her on that one. Will I never be good enough...honestly? Stupid, bloody women!

Dawn could see the anger burning in his eyes, he was so understand just a minute ago...what did I say? "Spike, I'm sorry. But I have to be honest with you..."

Spike looked at her icily, "A'right. Go ahead...be honest. Tell me how I'm a disgusting thing, and you could never lower yourself to being with me...that I'm beneath you." he practically yelled.

Dawn looked at him in shock, "What?" she choked out, shaking her head, "Spike, that's...that's not what I was going to say..." she tried.

Spike inched closer to her, now only inches from her face, "Really? Then what was it you were you gonna say? Huh? Go on, then...let's hear it." he spoke, his voice cold and quiet.

Dawn had never seen him like this with her before, and to tell the truth she was a little frightened. She knew he wasn't going to physically harm her, but it still unnerved her. "I, umm...uh..." she began as a tear slipped down her cheek.

"Come on, luv. Spit it out. You what?" he said through clenched teeth.

She swallowed the lump forming in her throat and tried to blink away her tears, only causing more to fall, "I...nevermind." she mumbled quietly, then tried to move away from him.

Spike grabbed her by her shoulders, firmly holding her in place, but making sure not to hurt her, "Nuh uh, I want to hear what you have to say." he growled.

Dawn was starting to tremble, "You're scaring me." she said shakily, more tears starting to flow.

This seemed to penetrate through the fog that was Spike's brain, and he immediately let go of her. Christ, what is wrong with me? I'm scaring her bloody senseless, she's shaking. Spike softened his expression, "I'm not gonna hurt you, pet. Would never hurt you. Just want to know what you were gonna say." he promised calmly.

Dawn looked down, "I was going to say that...(deep breath)...that I wanted more, more than what you are able to give me. I don't want this to only be one-sided...that's why I couldn't let myself...I'm sorry, I didn't mean to make you mad." she explained, not daring to meet his eyes. Too ashamed to see the rejection she knew was coming, in his eyes. So, she closed her eyes, bracing herself, and waited.