AN: Again strong sensual overtones, but I leave most for the imagination.

He let his fingers curl around the downy hair at the nape of her neck.

"I mean, you were able to fight it, weren't you? It didn't get you like it got me," she continued.

"Luv, that was daft, you know nothing's worth an eternity without a soul," he chided low, bringing both his hands over and down her shoulders, slowly casting her robe aside.

"I know, but it didn't ask the thinking part of me..." she turned, and Spike took in the image of her bare neckline as she looked back at him questioningly.

Spike brought his cheek down towards hers, pulling her into his body.

"I really don't know, Spike..." Buffy drifted between her own thoughts and the sumptuous pleasure his touch brought her.

"Will, I like it when you call me Will." His jaw tensed a moment at the admission.

The robe lay in a forgotten pile on the floor, and Buffy leaned back into his embrace, finding his hands with hers as they wandered over her smooth skin.

"It scares me," she uttered softly close to his chin.

Spike started slightly, brought out of a moment of silent communion.

"Scares you? Why luv?" Concern laced his tone. He fought with the impulse to retreat slightly as he fingered the stray hairs dangling past her temple, lips only inches from her skin.

When Buffy hesitated in responding, Spike pressed his cool soft lips against the warm flesh beside her ear, lingering, letting the effect of his touch spread through her senses.

"It's just the last time I let someone in...things went so wrong..." Buffy let her head drop and shifted her weight a little deeper into Spike's chest. He carefully collected her more firmly in his arms, pressing his nose into her hair.

"You mean...Angel." He hated saying it.

Buffy nodded a half inch and remained silent.

"He and I are so different, or were so different, you would never have imagined," Spike launched with half-formed gusto.

"That you two are different I can see, Spike...Will..." Buffy retorted with a sprig of humor, turning as she pronounced his given name.

Spike held his breath at the sight of her.

Buffy's gaze was soft. She tenderly let her eyes move over him, returning at last to meet his face.

"I still can't believe you fell for him," Spike blurted. Of course, it was hard to make peace with the fact that she had loved Angel, but only used him, once upon a time. And well, Angel was a jerk with a soul, and without a soul...Spike couldn't understand how someone as good as Buffy...His train of thought stopped as it always did, since here she was loving a guilty vampire.

"He's a bit more tolerable when he has his soul, isn't he?" Buffy gave a knowing wink, and began to help Spike out of his jacket, kissing him sweetly on the neck as she worked. Spike tilted his head back and let his arms relax, letting the feel of her lips swarm his consciousness.

"One difference, Will, one kinda important difference, is that you're always there for me," she murmured as she helped him out of his shirt. Fabric clouded his vision as he felt warm hands and moist lips mining the sensitive regions of his torso.

"Another kinda important difference, is that you started being there for me, even before you had a soul, though things didn't always work out perfectly." Shirt off, his hands were free to reach for her.

"The whole loving without a soul thing is a little unique in my vampire experience." Buffy smiled wryly, driving him wild with jealousy and desire. Spike wished with his entire soul in that moment that he were her only 'vampire experience.'

"Oh, unique am I?" he responded soft and dark, relishing the sharp intake of breath his last caress had produced from his paramour.

She reached for his belt, and Spike brushed his fingertips against the underside of her forearms, then guided one her hands onto the denim fabric, before she could pull it away.

When both were finally fully free of all cloth, Spike took Buffy in a fierce kiss. When he finally released her, she looked at the tub then back to him.

"So?"