Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

Setting – Read more to find out. FanFic told from each characters POV.

Chapter 9 – In the Dark

Meanwhile in the alley, things were hotting up between Kay and Spike. They were up against the cinema wall, wrapped in each others arms, in deep kissage mode with full surround sound effects!

Poor Willow had her back to them, with her eyes locked on the exit door, praying for Valerie to hurry up and open it. Then, they would all be able to go in, and then she wouldn't have to hear all the gory slurping noises. She was embarrassed, but mostly she wanted to be making kissy noises of her own! Come on Valerie, she thought.

The exit door opened and Willow breathed a sigh of relief, as Valerie popped her head out with a big grin on her face. Spike and Kay broke apart, and Spike led Kay towards the door pulling her by the hand. "Come on Red", he said over his shoulder, as he went through the door with Kay in tow.

Valerie held the door open for Willow, and waited patiently for her to enter. Willow walked up to Valerie and paused in the middle of the doorway. "You okay?" asked Valerie, with a worried look on her face. Willow leaned in and pressed her body against Valerie's. Valerie held her breath and watched Willows lips as they descended on her own. Willow kissed her hard and slow, then pulled away and rested her head against Valerie's. "Sorry," she said, as she breathed out a wobbly breath, "Guess I kinda felt a bit left out," and pouted as she looked up into Valerie's eyes. Valerie gulped and replied, "No problem," and took hold of Willows hand and led her the rest of the way inside.

"So, what u fancy ladies?" asked Spike with a smirk and a raised eyebrow.

'You,' thought Kay, then guiltily looked over at Valerie.

Valerie was looking at Willow, and then she looked at Spike with a frown on her face, deep in thought.

Willow was looking at Valerie, with a slight blush rising up her neck.

And Spike was thinking that he definitely wouldn't turn down any of the three ladies standing around him. But that was just being greedy, he decided. And said, "Well! Come on, we've already missed the trailers!"

They all stood for a moment staring at the various posters around them.

"That's the film for us!" shouted Valerie, leading Willow by the hand and down the corridor. "What?" asked Willow. "You'll see," she replied.

Spike and Kay followed, hand in hand. "Hey, what about popcorn?" yelled Spike.

"You don't eat!" Valerie shot back over her shoulder.

"Don't tell me, you like sucking the salt off" joked Kay.

"You'd be surprised at how good I am at sucking!" said Spike, pausing to suck on Kay's neck real hard, then carried on walking.

They all filed through the door that Valerie stopped at, and made there way to the back row. Spike and Kay sat down. Valerie led Willow to sit down, four seats away from the already entwined couple.

The titles ran, and Kay shouted out, "The Grudge 2! I'm gonna kill you Val!" and tried to lunge at Valerie, but Spike held her back. "You know the first one freaked me out, it's the only film that's ever freaked me out, and you bring me to see the second one!"

"Oh, take a chill pill and sit down!" replied Valerie, and tried to suppress a series of giggles.

Kay shrugged out of Spikes grip and sat back down.

"S'ok luv, Spike's ere," and wrapped his arms tight around Kay. He felt her relax a little, as she shot a final dirty look at Valerie.

"I don't like scary movies," said Willow, but she soon forgot her worries as Valerie wrapped her arms around her.

All eyes were on the screen as the film began it's chilling music, and its introduction to each of the key characters, that were probably gonna all end up dead. Spike humpfed out loud, and retorted in a sarcastic voice, "You know they're all gonna die, it's so obvious!"

A "Ssshhh!" escaped Valerie's mouth, before she could stop herself.


Spike glared across at her, though he knew she couldn't see it. He studied Kay, who was fiddling with the bottom of his shirt. Twirling and twisting her fingers in the fabric, as she stared intently at the screen with a worried look on her face. He put his hand over hers to still it, and she looked up at him. He smiled at her, and cupped her chin in his other hand, and brought her in even closer.

Kaylee forgot about the film, as she was pulled against Spike, and as his lips brushed hers, she forgot everything else. She breathed him in, as his lips gently caressed hers, and he slowly slid in his tongue. She tasted him and sucked his tongue in even further. It was a deep slow kiss, and it just kept getting deeper and deeper. Kaylee was falling in fast, and she didn't know if she wanted to get out, let alone be able to.

'God woman,' thought Spike, as another wave shot through him. She was hot, in more ways than one. Every time she sucked on his tongue he got shivers all the way up his spine. He could feel her breathing him in, even though he had no breath to give, and it was making him dizzy. She was making him dizzy, with her probing tongue and the heat from her hands as they explored his chest and under his shirt. He pulled her even closer, crushing him to her as his need for her increased.


Willow sighed, she could almost hear the tell tale kissy sounds coming from a few seats away. This just won't do, she thought, as she turned to Valerie, and crushed her lips against her own. She pulled Valerie closer and wound her arms round her neck. Valerie responded with the same urgency and wound one hand into Willows hair and pulled her into an even deeper kiss. Lips parted, and tongues touched and probed and caressed and explored new territory. They both shared the desire and they both knew it.

Willows hands stroked and caressed the back of Valerie's neck, as they both got lost in each other.

Valerie moved her free hand to Willows face, stroking the side of it, and moving down to stroke her neck too. She reluctantly broke free of Willows lips and started kissing her neck with the same urgency she had paid to her lips.

Willow was glad to get a breath in, but she was finding it even harder to breath now that Valerie had shifted her attentions elsewhere. Willow was sliding, she didn't know where to, but she knew it was gonna feel really good when she got there.

Valerie continued kissing and nibbling her neck, and listened intently as Willow made little whimpering sounds. She was liking it, and Valerie was pleased. Valerie moved her other hand towards Willows breasts and started stroking her as lightly as she could.

Willows breath hitched and she arched her back towards Valerie without even hesitating. She entwined her own fingers into Valerie's hair and started moving her head down to meet her hand.

Valerie obliged with equal urgency, and started kissing and sucking Willows nipples through the sheer fabric of her top. 'Goddess, I hope Kay's having as much fun as me,' she thought.


Things were heating up a few seats away too. Kaylee had straddled Spike, and had lifted up his shirt, and was intently sucking on some nipples of her own. Exploring his chest and abs, as she suckled and nipped, as Spike stroked her back up and down, and ran his fingers through her hair.

Spike didn't know how long they'd been sitting there, and he had no intention of leaving anytime soon. He was having the time of his unlife. He was beginning to feel whole again, and he hadn't felt like this in such a long time. Kay was paying so much detailed attention to the front of him, he was even beginning to forget that he had any other body parts. God, if she was this thorough with just his chest, what would she be like with the rest of me, he wondered.