Innocence Undercover -- by Dagney

Rating: R

Description: Willow has a plan to find out who the commando guys are. Not everyone likes it.

Disclaimer: Joss owns all.

Part 1

Spike awoke and stretched upon the narrow cot. Giles had allowed Spike to stay in the basement ofhis townhouse, chained, whenever he was down there unattended. < Blimey, watcher, has mechained up like a dog, and I had the nerve to tease Peaches. > The cellar door opened and the dimbulb light up the musty prison. "Rise and shine Spike," Willow chirped. Spike smiled that git was too damn innocence for her own good, he began to understand what theothers saw in her. Willow had been feeding the vampire-bagged blood since Thanksgiving. He wasfeeling practically back to full strength. Spike thought back to the heated argument between thegang that occurred during dessert: Willow, had thrown her fork down, "I can't eat another bite with Spike begging for blood, lookinglike a concentration camp victim. The Watcher then pointed out he was, " a killing soulless demon who had tried to murder them all again and again".

Xander, after belching, simply said, " Let's just stake his ass" Buffy whined, " I'm a bit tired after the earlier fight and kinda full now, how's bout I slay after a nap?" Willow stood, "You're all just cruel, look at him, he pathetic, he looks like a corpse!"

Xander snorted, " Understatement Wills," Ayna curled her arms about Xander's and cooed, " All this violence and anger is making me a bit horny." Xander coughed.

"Hey, people have just eaten, here," Buffy chided looking at the demon turned mortal.

"Willow, Spike is a dangerous killer, don't let his whining fool you." Giles lectured

"I kinda like it," Buffy grinned

"Shut yer puss, Slayer, I should have know better than to think you would have enough sense to.."

"HEY!" Willow yelled, " Enough!" Everyone stopped there bickering and looked at the red-haired hacker, slightly chagrined. " Now, lets talk this over like adults and decide what plan of action to take." She commanded.

"Hi Spike," Willow said shyly as she interrupted the vamp from his recollections.

"Pet," he replied sitting up making the long chains attached to ankles rattle. Willow handed Spike a large mug of blood.

"Just the right temperature, thanks luv," Spike grinned at her. He noted her blush slightly and look away from him.

"Sssoo, are you feeling better, yet?" she asked stuttering slightly, then clearing her throat.

"Like a new fledgling, thanks to you," he smiled.

"Good, then you can help us figure out what's going on in SunnyHell now," she said, kneeling down and placing a thick key into the manacles about Spike's ankles. This little red-haired witch was too damn trusting for her own good; Spike felt an unexpected wave of desire tear through him. Seeing her lithe form kneeling down in front of him, a curtain of flame falling across her lovely face. Spike's hand moved without thinking to brush the silky locks back

from her face.

Willow looked up at him, surprise in her green eyes. Spike's groin tightened at the feel of her warm breath against his palm. < Bloody hell! > Willow bit her lip, bent her head and silently chided herself as she unlocked Spike's other manacle. <Don't even go there, Rosenberg, he probably thinks of you like his kid sister, >

Spike cursed himself once again as he watched the tiny witch's ass, enclosed in some hideous orange corduroy romper, sway at eye level as she walked in front of him up the basement stairs. <What is the matter with those bloody fools, leaving her, an innocence soul all alone with the likes of me, OK, so, they know I can't kill anything, or even bloody have a bite, but I'm not totally emasculated, my fangs may not be functioning but the rest of me still works! > Spike groaned as he entered the Watcher's living room to see the Slayer, and Xander and the demon Ayna all milling about.

"Wills, so is the de-fanged puppy housebroken? " Xander snorted. Buffy laughed, " I hope so cause I'm not cleaning up after it."

Spike narrowed his blue eyes and glowered at the two smart mouthed youths, " You shouldn't let Willow alone with me," " Why, I could have..."

" What, pissed all over her loafers" Xander laughed.

"Xander," Willow chided, smacking him playfully in the head.

"Yeah, Mr. I can't get em out!" " You're neutered remember."

Spike growled, " Well, just cause my fangs have taken a little holiday doesn't mean the rest of me isn't fully functional," he glared waggling his eyebrow at them.

"Yeah, our Willow brings out the animal in every man," Xander joked. Willow's face fell, and paled even more.

" Nice job! Xander", Buffy smacked Xander hard in the gut.

" Owww..." < Great, insult her sexual appeal and remind her about Oz's attack all at the same time!> " Sorry Wills" Xander groaned.

" If you children are done, I'd like to formulate a plan." Giles murmured, shooting daggers at Xander for upsetting Willow.

"But Giles, why does he have to be here?" Buffy asked pointing at Spike.

"Spike may have information that we can use," Giles replied evenly.

"But.. He can't be trusted." Buffy replied.

"True, but, I think Spike's wants to know who those men are and what exactly they are doingcapturing vampires and experimenting with them." Giles answered. Buffy nodded her head in defeat.

"Let's review what we know once more." Giles said. An hour passed, " I'm hungry G-man, got any leftovers?" Xander asked. Giles nodded as Xander got up off the couch.

The gang sat in silence for a few minutes; Spike looked about the room. Willow had been morequiet than usual, ever since the snot's insulted them both. She appeared to be taking notes on the facts shared.

Buffy sighed, " What now, we still don't know enough, who these guys work for, what they want with the vamps? What exactly they did to Spike? If they have any humans on their laboratory? Xander came back into the room with a turkey leg.

" Xander, please watch it, I don't want to have to clean grease out of my.." Giles exclaimed

" I have an idea." Willow said softly. The gang looked at her expectantly.

" We need a vampire to act as bait, to lure these guys out in the open, perhaps infiltrate their headquarters." She began.

" Yeah, Good idea, Willow, I wonder who we can get to act like a big hunk of cheese?" Buffy giggled and smirked at Spike.

" I'm not going to put myself in those Bastard's clutches and trust you buffoons to help me!" Spike scoffed.

" It could work," Giles said, rubbing his chin.

" I wasn't talking about Spike," Willow spoke up.

"I mean, they already done stuff to him... he may not be able to.. well I was kinda thinking that maybe theVampWillow could lure them." Willow murmured quickly.

Xander laughed, "Good one Willow,"

"I'm not gonna help you conjure up that Bitch, she has the hots for Xander" Ayna griped

"Willow, we could never control her," Buffy said.

"Too dangerous, absolutely not," Giles responded authoritatively.

Spike looked back and forth at the chattering bunch. <What are they talking about, VampWillow? >

" No!" I don't mean bring her back, I mean me!" Willow clarified.

<She wants to be turned into a vampire? > Spike shook his head; perhaps my hearing has beenaffected also. Spike looked at the gang, Xander had a leer on his face, Giles looked pensive, Ayna looked pissed, Buffy looked as dumb as a stone, and Willow was aglow, practically bouncing.

"I can use a glamour spell for the when I need to go grrrrr, and..." Willow chattered excitedly

"Pet, care to tell me what the hell you're talking about? Spike asked

"Oh, I'm going to pretend to be a vampire and lure the.." Willow began Spike looked at the innocent chit and began to laugh. His stomach hurt, he laughed so hard bloody tears ran down his face, he toppled out of his chair onto the floor clutching his sides. It was then that the Scooby gang noted Willow's resolve face.

Part 2

Spike finally was able to stop laughing. He wiped the red tear tracks from his face. " Bloody Hell, you all had me going there for a minute, who would have thought you mortal's had such a jolly good sense of humor, especially you, Pet," Spike said, grinning at Willow. Spike then noticed no one else was laughing.

Xander leaned down to Spike's prone form and whispered, " Great going fang-less, we don't have a snowballs chance in hell of talking her out of it now."

Spike looked at Ayna; she rolled her eyes at him and shook her head. Spike noted Giles had his head in his hands.

Buffy was grinning goofly at him. His eyes moved to Willow, she was tapping her foot against the floor, hands on her hips green eyes shooting laser beam death rays at him. Her little bow lips were pressed together in a tight line, making him feel like a miss-behaving child. " If you done rolling around on the floor, we have work to do," she hissed tightly.

Spike picked himself up off the floor and plopped down into an easy chair. < I knew it was too good to be true these mortals have absolutely no sense of humor, there just bloody, insane. > Spike listened to the gang all talking at once.

"Willow," Giles began, clearing his throat, "I'm not sure this is such a prudent idea."

"Yeah, Wills, I mean, your vamp self was a skanky, sex-starved demon, who couldn't keep her hands to herself." Xander added. " I mean you dressing up as her before was one thing, but your nothing like her, you couldn't pull it off for more than five minutes."

"Are you sure you're up to it? " Buffy asked, "I mean with Oz leaving and everything."

Spike felt like he had walked in on the third act of a play, as he still didn't have a clue what they were talking about.

"Hey, none of you have a better idea," Willow responded tightly. "I can do this, I'll prove it! Tomorrow night same time, we'll all meet here and we'll work out the details," Willow ordered. "I've got a test to study for, Buffy, I'll see you back at the dorm." Willow snatched up her coat, and left slamming the door behind her.

"You had to go and laugh at her!" Xander bitched at Spike. Spike shrugged his shoulders; <They're all acting like they're their intimated by the little girl.>

"Willow hates to be laughed at, always had every since we were kids. Giles, we've got to do something to stop her, she'll stop at nothing to prove herself!" Xander babbled concerned.

"Yes, Giles, I don't think Willow should parade around like a skanky whore, I mean there is no telling what kind of attention she may attract." Ayna added, looking worriedly at Xander.

Buffy laughed, "You guys know Willow can pull this off, you just don't like seeing her acting all un-Willow-like. She's going to need out help so she doesn't get hurt." Buffy grabbed her coat.

"Where are you going Buffy, " Giles asked perturbed.

"I've got to catch up with Wills, she and I have some shopping to do at Fantasy Fashions Leather." Buffy opened the door, "Oh don't forget to lock up the fang-less boy dunder," she giggled and left shutting the door.

"Mouthy little bitch!" Spike grumbled.

"We're going to have to ensure some way we can stay in constant communication with Willow and be able to track her if she is taken by the commando's," Giles stated.

"Xander, from your military experience, any recommendation about the type of device we should use?" Giles motioning Xander over to his desk.

Spike shook his head, < I don't know what the bloody humans are getting so worked up about, that innocent little girl couldn't fool anyone into believing she's a vampire.>

The next evening.

Giles was waving some sort of metal detecting device near Spike's head. The machine was beeping furiously and causing a high pitch squealing like noise in Spike's head.

"Hey! " he bellowed, " Do you mind! Get that bloody contraption outta my face" he growled game face in place, getting up and pushing past Giles towards the other side of the room. Spike stood with his back to Giles staircase, " You people are worse than the damn soldiers!" " The next person who comes near me is gonna get that infernal device shoved up their arse!" Spike growled, chest puffed up, hoping to intimidate them a bit.

He glared at Giles and Xander. < We'll the stupid git's looked like they swallowed their tongue's. I'll teach em who's the master vampire around here! > As the squealing stopped in his head, Spike heard the sound of heels clicking on the stairs behind him; it was then he noted that the two men weren't paying any attention to him at all. He grinned; <It's Willow, playing dress up vampire. > He turned his head, and his jaw dropped.

He saw shiny spike heel, thigh high, lace-up black boots, which nicely exhibited two long shapely calves, continuing up to molded two lithe creamy legs. An abundance of pale thigh was showing between the long boots and the very short... short.. short... tight black hot pants. Spike noted a silver belly button ring above the pants and a well-defined abdomen that practically rippled as she moved down the stairs. She wore a binding black leather bra that he expected to see her two milky white breasts, spill out of any moment. Her red hair was parted down the middle and brushed against her bare shoulders. Her pale face was adorned with vampiric ridges and golden eyes.

" Bored now," she purred.

Part 3

Spike couldn't believe his eyes. He watched as the sexy vampire Willow strolled passed him and headed towards Xander. Spike's eyes caught sight of Willow's ass, with every step one tight cheek peaked out from under the painted on pants.

" Xander," she cooed, moving towards him. < Why the boys eyes are about to pop out of his head! > Willow hugged him tightly. He dropped the metal contraption he held, it hit the floor with a loud clang, sending a piercing pain and ringing through Spike's head.

Spike next heard the boy yelp, " Naughty touching, Will!"

"Oh, Xander, I misseded you so much," the vamp cooed, as she licked at Xander's neck.

" Oh God, No!" Xander yelled and push away from Willow and fell over the back of Giles couch.

" It's really her!... she's back... Buffy!" Buffy was standing in kitchen watching her best friend tease Xander. Thank goodness Ayna wasn't here now, and that she didn't have any powers left, cause Will would be in big trouble. Buffy giggled, and moved into the room, " Ok Willow, I think you taught these guys a lesson, why the look on their faces.." Buffy's words died on her lips as she touched Willow's arm.

" The vamp Willow turned still in game face, hissing, " Slayer! I don't like you!" she growled, " So unless you want to loose that hand, don't ever touch me!"

" Giles," Buffy whimpered, " She's cold.."

" What the bloody hell is going on?" Spike bellowed.

Willow turned to look at Spike as if just noticing him, " Hello Pussycat," she purred slinking towards him.

"What on earth is a sexy vampire like you doing with these foolish mortals" she murmured looking Spike up and down like he was a piece of sweetmeat. Spike felt his undead breath catch and his cock jump to life at the redheaded sirens lusty perusal. He watched as she bit her lower lip, " Would the pussycat like to play with Willow?" she whispered huskily.

Giles, moved forward, cross in hand and thrust it up towards the two vamps. Both Willow and Spike snarled, " Hey, Book-man, watch it, with that thing," she growled.

"What have you done with Willow?" Giles barked.

"Don't get your tweed in a bunch, Book-man, we changed places for a while." she replied

"What? " Buffy yelled, "Where is she?"

" Damn fool girl and her magic," Giles mumbled. Spike still wasn't sure what exactly was going on but he was ready to roll over and let this vamp scratch his belly anytime.

Part 4

Vamp Willow stepped away from Spike and faced Giles, Xander and Buffy. "Why the little witch knew you all didn't have any confidence in her being able to pull this off. She conjured me up with her mojo, we talked and I agreed to help, not because I give a hot fuck about you silly mortals," she huffed, turning back towards Spike. "I heard some soldier boys weren't playing very nice with the vampire population. Willow said they were neutering Vamps. You're not neutered are you Pussycat?" she cooed rubbing her hands seductively across Spike's chest.

Spike felt his cock jump at the nearness of this vamp Willow look-a like. <Damn, I want her! I wonder what the cartoon gang would do if I tore off those tight britches of hers and took her right here on the watcher's stairs.>

"I'm looking for a new plaything, you up for some fun Pussycat?" she crooned, moving her hands up around Spike's neck and rubbing her pelvis against his too tight pants.

"Oooohhhh, I think Pussycat wants to play with Willow!" she exclaimed, then nipped at Spike's ear lobe with her fangs.

Spike groaned and grabbed Willow's leather clad ass and pulled her closer to his aching erection.

"Oh God! Gross!" Xander yelled.

"Knock it off before I douse you both with holy water," Buffy grunted.

" Don't mind her Pussycat," Willow replied as she nipped and sucked at Spike's neck. " She just jealous about my puppy."

"Leave Angel out of this you skanky whore!" Buffy yelled. Willow pulled out of Spike's embrace, "Maybe, you'd like to lose that sassy tongue, Bitch!" she hissed.

"Angel, what the hell does Peaches, have to do with any of this?" Spike asked annoyed that the slayer had distracted the nubile vamp.

"She's got him chained up, and uses him like a giant sex toy!" Buffy spat. Spike felt an ice cold wave of jealousy douse his ardor. <Don't tell me my Sire has been with her! >

Willow turned back towards Spike, "You don't mind sharing do you Pussycat?" she asked just before she captured Spike's pouting lips in a kiss. Spike moaned, and pulled the sexy vamp up against his raging hard on. <What the hell do I care about the big Poof! > Spike opened his mouth to liberate his insatiated tongue to taste her painted lips.

"Buffy, Giles, Do something!" Xander shouted. Spike was aware of the vamp resisting his attempts to gain entrance to her teasing mouth; he felt her pushing away from his chest. He heard her start to laugh. His eyes flew open and he loosened his grip on her hips. He watched as the vamp pulled away from his embrace and howled with laughter.

"What the bloody hell is so funny?" Spike growled. < I'm not a bad kisser, am I?>

"You!" she waved her hands, "All of you, you have to see the looks on your faces," Willow giggled, tears rolling down her cheeks.

"Willow Rosenberg!" Giles began much like an angry parent, " I don't find your antics the least bit amusing, young lady.

"Wills, you took at least 5 years off my life," Xander added

"Willow, that was just plane mean and nasty," Buffy pouted. Spike moved backwards and sat on the stairs. < It's the little innocence chit, after all.> Spike's disappointed cock didn't seem to care at all.

"Well, I had to prove it to you guys that I could pull it off, and I even fooled Spike," Willow explained sounding like her old self.

"I worked up quite an appetite, jeez, ..I've got to change out of these clothes. I can't breath in these pants, and I'm gonna have to practice with these boots, or I'll break and ankle, and I'm not sure I can even get the top off, since I used this sticky glue stuff, like the fashion models use to make sure their boobs stay in place. Not that I even have boobs to begin with but still how threatening would I be if one of my .. Well you know slipped out.." Willow babbled then blushed as she noted Giles and Xander's eyes were apparently sizing up her bosoms as she spoke.

" I'm gonna change now," she said clearing her throat as she brushed past Spike on the stairs, then well talk about the details of this plan some more.

Part 5

"Man, I don't know about you guys, but that whole scene left me with a funny feeling in the pit of my stomach." Xander remarked

Spike groaned.<I've got a funny feeling all right but it a bit's lower than my stomach.>

The doorbell rang, and Giles went to open it.

"Ayna, hello" Giles responded.

"Am I too late? Did I miss the little priss making a fool of herself yet?" Ayna asked excitedly.

"Oh you missed it all right, honey" Xander answered taking Ayna's hand as she sat down next to him. <And a good thing she did, cause if she had gotten here in time to see Willow with her hands all over my ass... hey, maybe there would have been a cat fight.. Ooh that ought to have been something to see, Willow and Ayna fighting.. over me.. and Willow in that skintight leather.>

"Xander, you're sweating!" Ayna complained. Spike glared at Xander; < If that little girl turned him on half as much as she did me then I'm surprised he isn't smoking a cigarette.>

" Giles, I don't like this, Willow was acting so.. so.. mean and bitchy. " And she was acting so skanky rubbing up against Spike and... and.. she kissed him, on the lips!" Buffy exclaimed with disgust. "Do you think she's experiencing some magical side effect of a spell gone wrong again?"

Spike shot Buffy an annoyed look, got up and headed towards the kitchen.

"Willow's magical abilities have progressed far more than I ever anticipated" Giles commented, as he rubbed his glasses nervously. < Bloody chit, has also become even more brazen since she started having relations with that wolf.>

"Understatement, did you guys see her face go from grrr to normal when she started to laugh? You guys did see her face all grrr right?" Xander asked concern in his voice.

"Humph," Spike mumbled, < I'm surprised the lad noticed anything about her face as his eyes were glued to her breasts the entire time!> He opened the icebox and took out a blood bag.

"Yeah, Giles, she was cold to the touch." Buffy added, "Willow has used a powerful glamour spell, and I suspect a spell that made it appear her cold to the touch, without respiration and heartbeat." Giles explained.

"But that doesn't explain, her sex... er secret need to have her belly button pierced and not tell us." Xander began, then quickly changed his comment when Ayna gave him the evil eye.

"You people met the vampire Willow," Ayna uttered. " Deep down Willow is a SKANKY WHORE!" Ayna shouted, standing up. Spike dropped the mug with the heated blood all over himself at the wench's yelling about Willow.

"You're all deluding yourselves! When someone is turned they often retain and exhibit the darker parts of their personality. Underneath that poorly dressed shy bookworm lies a skanky whore."

"Ayna, that's not any way to talk about Willow," Xander replied rising up from the couch.

"I'm leaving," Ayna announced. " Xander you better come now if you want to later" she threatened.

"Ah, Honey, lets not.." The closing door cut off Xander words as he trailed after his girlfriend.

"Giles, what Ayna said, isn't true right?" Buffy asked.

"Is that any way to talk about someone who's supposed to be your best friend?" Spike interrupted.

"Shut up! Pussycat," Buffy replied mockingly.

"Shut yer hole, Slayer!" Spike threatened.

"Or what, you're gonna lick me to death!" Buffy retorted.

"I'll rip your tongue out of your head for starters!" Spike growled moving out from the kitchen to stand nose to now with Buffy.

"Why you can't even feed yourself without making a mess!" Buffy chided.

"Oh, Please! Both of you SHUT UP! Your incessant bickering is giving me a splitting headache. Buffy and Spike stared as the watcher grabbed a bottle of Scotch and took a hearty swallow.

Meanwhile upstairs

Willow could hear the murmurs of her friend's excited conversation as she climbed the stairs to change.

Willow giggled as she recalled the look on Spike's face, his jaw open and his tongue practically hanging out when he first saw her in the vamp outfit. >

< How am I gonna get out of these pants? > Willow began by unzipping them, and she let out a huge breath. Whew! She sat on the edge of Giles bed and began to unlace the boots. Her thought drifted back to Spike. < I can't believe that teasing him actually excited me, maybe I am skanky like her? There must be something wrong with me, Oz has been gone only a month, and I prance around in a room half naked, practically showing more flesh at one time than I did with my boyfriend when we had sex together. > Willow kicked off the unlaced boots and stood up to remove the hot pants. <Look at me not even wearing any underwear, and Spike.. I.. he.. I'm pathetic getting aroused by the charade. But he seemed to like it too, a little voice interjected in her head. Hah! >

Willow pulled off the constricting top and looked at her naked form in the floor length mirror on the back of the bathroom door. < Look at me, skinny, bony, flat chested, Hah! His arousal must have been due to side effects of the glamour spell!> Willow moved into the bathroom and started the shower.

As the gang was discussing her downstairs Willow was crying in the shower.

Part 6

" I'm outta here," Buffy replied, " I really need to kill something!" she said glaring at Spike.

" Careful, Dearie, I wouldn't want you to trip over your stake." He retorted nastily.

Buffy slammed the door in response. Giles mutter something under his breath, even too low for Spike to make out. Spike went back into the kitchen, cleaned up the spilt blood and began to reheat another mug.

Willow walked down stairs, dressed in her orange day glow sneakers, and matching corduroy overalls.

" Hey, where is everybody?" Willow asked curiously.

" The rat's have all abandoned ship, Pet, " Spike snorted and took another drink from the novelty mug.

" Giles, I thought we were going to talk more about the plan." Willow remarked disappointed. <Focusing on this is helping me forget about Oz. No one gives a flying fuck! Oh did I just think that, Bad Willow; the no inhibitions spell must still be lingering. > Willow sighed.

"Hmm, well er tomorrow, Willow." Giles replied taking another drink. Spike turned and looked at Willow when he heard her sigh. He saw the familiar old-maidish clothing and her fair complexion was scrubbed free of any makeup. He noticed red puffy lids hid her emerald eyes. <The little girl's been crying again. >

"Well then, I guess I better get back to the dorm." Willow said softly.

"Willow, I'll give you a ride," Giles offered.

"You most certainly will not, you've been drinking." Spike piped up. Giles scowled, " I certainly am capable of giving Willow a ride." He snapped waspishly. <That's what I'm bloody well afraid of, I may be indisposed, but I'm not blind deaf and dumb. >

"I'll see her home." Spike replied.

Giles scoffed, "Right, I saw the way you were ogling the girl not less than and hour ago, I'll not leave you to try and take advantage of the girl," He grunted.

Willow shook her head, grabbed her jacket as a lone tear fell unnoticed upon the floor. She shut the door quietly, leaving behind the two arguing men.

Walking through Sunnydale Park.

" Hey look, it's her," the dark haired commando whispered.

" Yeah, it sure looks like her." the blond solider replied.

" Shall we take her in for questioning?" the first man asked.

" I don't know if Riley or Walsh would like it," the second man replied.

" Well, they're not here and I'm sick of getting my ass reamed out cause number 17 is still on the loose. I think she knows him." The dark hair man grinned, I bet I could get her to talk real quick. Willow heard the snap of brush and glanced over her shoulder. < Oh Goddess, soldiers! > Willow bolted glad she had her sneakers on instead of the ridelecous black leather boots.

"Halt! Or will fire!" one of the soldiers yelled. Willow ran faster. She could hear the two men gaining on her. < Oh Goddess, I've got to hide, I can't outrun them. > The two men were almost upon her; one propelled himself forward and took Willow down in a flying tackle. Willow screamed, the dark haired man pressed his hand firmly over her mouth.

" Well, lookie here Ron, if it ain't a demon's wench," he cackled. Willow struggled underneath the heavy soldier.

" I want to know where the missing demon is, and I want to know NOW!" he hissed and lowered his mouth close to Willow ear. The blond solider was hit from behind and fell unconscious to the ground.

Spike felt an unwavering pain, in his head and felt himself stagger and fall to the ground. <Get UP, You're A BLOODY DEMON! >

The solider shifted slighty to see what the commotion was. Willow used this to her advantage and was able to slip one hand out of his death grip. She popped him on the bridge of his nose. She heard the crack of cartilage, heard his howl of pain. He backhanded her sharply, his blood mixing with her own.

Spike crawled on his hands and knees to the solider attacking Willow. He stood up still feeling a bit wobbly and grabbed the bastard by the scruff of the neck and flung him off Willow.

"Run, Pet," he commanded as he launched himself at the angry commando. Willow scrambled to her feet looking for a weapon to use. She saw the weapon of the unconscious solider and picked it up planning on using the but end of the gun to brain the violent grunt. Spike wasn't doing well in holding his own. His vampiric strength seemed to be of little use, as his attempts to fight appeared to cause him a great deal of pain. The solider nearly had Spike pinned down and Willow noticed him wielding a stake.

"Drop it Buster!" Willow ordered.

"You filthy demon bitch!" the dark haired man spat as he rolled off Spike. Spike saw the man go for his pistol. "I told you to run," Spike groaned. < He's a trained marksman; he'll kill her then finish me! > Spike managed to kick out his legs and connect with the solider. The soldier staggered but kept his balance, but turned the now visible weapon at Spike and pulled the trigger. Spike heard a scream and felt a red hot poker of pain lance through him. He next felt the heavy solider fall on him and Spike let out another groan.

Willow saw the gun too late and saw Spike strike the solider and take a bullet. She bashed the solider in the head. " Spike, Oh Goddess Spike," Willow whimpered afraid the blond vamp was dead. < Duh Wills he already dead remember. > She pushed the unconscious man off Spike.

"Are you alright? Can you walk? We have to get out of here.. The noise and the shots..." Willow babbled histrionically <Where the hell is Buffy when you need her?> Willow dropped to her knees and put her hand over Spike's bleeding shoulder. Spike growled, "easy Pet," as he changed from his vamp façade back to his human face. " Come on, " Willow helped Spike up off the ground and groaned as he staggered and nearly knocker her down under his weight.

"Willow you need to get out of here, now, other soldiers will be all over here like ants at a bloody picnic." Spike remarked moving away from Willow's supportive embrace.

"No! We go together!" she replied her voice steely, as she snaked her arm out once again around Spike's waist, to pull the teetering vamp closer to her hip. < Hide, we've got to hide! Where, Spike's too weak to go far. >

Willow looked around and knew only one hiding place close by. " Just a little farther, " she coaxed.

Willow helped Spike down the cement stairs, and shut the thick metal door and latched the deadbolt home. Spike slid down to the cold wall to the floor.

"Where the hell are we?" Spike rasped.

Willow moved surely through the darken crypt and lit the large tomb with a battery operated Coleman lantern.

Spike looked up at the girl standing a few feet away from; she was staring off into an empty cage.

Part 7

Spike felt like his shoulder was on fire. Red-hot pain was shooting down his arm. He wasn't sure where Willow had taken them, to some underground crypt.

It was dark as a moonless night. Willow appeared to see in the dark as she moved about with confidence. Spike saw her small form illuminated by a lantern, frozen in place just a few feet in front of him. Spike took a deep breath, outside of the smell of his own blood; he smelled Willow's fear and something a bit stale. It smelled like dog, no, wolf piss and something else rather rank. < Bloody hell, it's the wolf's den! > "

"Willow are you alright?" Spike asked softly. The sound of Spike's voice snapped Willow back into the present reality. The vision of Oz and Veruca naked, intertwined upon the floor of the cage disappeared. Willow didn't trust her voice. <I'm not gonna cry. I'm not gonna cry. > She repeated over and over to herself as she moved like an automaton about the crypt.

Spike watched Willow in the dim light move to a box in the corner and take out what looked to be a tee shirt and first aid kit. He saw the tension in her movements. Willow moved back toward Spike with the gathered items.

Even in the dim light Spike saw the bruise that was forming on her porcelain cheek, and her eyes glistening with unshed tears. " You alright, pet?" Spike asked as he moved his uninjured arm up and caressed her bruised cheek.

Willow recoiled from Spike's cool touch and soft words. Green eyes stared into blue. Spike's touch sent shivers down her spine, <Why in the world does he care?> Green eyes blinked back tears.

<You disgust her, Hell I'm disgusted with myself, I call myself a blood-sucking demon and I can't suck blood nor kill two silly mortal men. Next thing you know I'll be gelling my hair straight up like the Poof.> Spike rolled his blue eyes.

"Help me get your coat off so I can clean up the wound." Willow rasped out firmly, unable to meet Spike's eyes. < Of course he's gonna play nice, If I don't help him he could lose his undead life. >

Spike shifted his torso forward and allowed Willow to pull the leather duster off his shoulders.

" Why are you doing this?" Spike groaned aloud, as Willow dumped alcohol across his torn flesh.

" I need to keep the wound from getting infected." She replied flatly.

" No, I mean why are you helping me? Why didn't you run when you had the chance?" Spike asked grimacing as Willow placed the clean tee shirt over the front and back of the bullet wound.

Willow looked up from the task and met Spike's vivid blue eyes. " Habit I guess, I'm in the habit of helping."

" Well, you almost got yourself killed, in the first place walking alone at night in Sunnydale is like begging to be killed, and then you didn't run when I told you too... just stood around like a statue.. a perfect target.. waiting to be shot.." Spike grumbled, taking out his feelings of frustration, impotence and physical pain out on the redhead.

"Your welcome, asshole," Willow shot back, standing up quickly. " Why in the hell do you suddenly care, angry because someone else is trying to kill and terrorize me for a change besides yourself!" she spat back, the feeling of rage and hurt from Oz's betrayal not just inside her head but all around her.

Spike saw Willow shaking visibly, and cursed his already cursed self. <The poor chit doesn't give a damn if she lives or dies the stupid wolf hurt her so badly. > He knew how badly it hurt every time Angelus was with Dru, how he always felt like a poor runner up. From what he had overheard from the Slayer's gang, she had found the wolf with the she bitch, in his den, here. I'm ranting at her like an idiot. < She saved your sorry ass William. >

" You're cold," Spike said his eyes downcast, "Take the duster, it'll help hold in your body heat." He offered shifting forward one again, and used his undamaged arm to pull the coat out from under him.

Willow scowled at the curious vamp but took the offered coat. Willow slipped it over her shoulders, but didn't bother to put her arms through the coat but rather used the sleeves to wrap around herself as if receiving a hug. The coat smelled of Spike, and stale cigarettes, the leather soft and comforting.

" Don't you have a cell phone or one of those annoying beeping devices?" Spike asked his voice tight with pain.

"Yeah, but it's in my backpack, back at Giles." Willow answered as she paced back and forth.

" Don't worry, Buffy or Giles will find us soon." Willow added.

< I'm bleeding still, the bullet passed clear through my shoulder but it nicked something and I'm not strong enough to heal. I need blood. > Willow kneeled down to look at Spike's wound. < It's still bleeding; he needs blood to heal. >

" Spike you need blood." Willow commented.

" Yeah, Pet, use that cell phone of your to order me up some take out," he wisecracked.

Willow's eyes darted about the crypt. He can't feed from me, but he needs blood.

" Look, wait a while and then sneak out for help," Spike suggested weakly. Willow looked at the blond vamp. His normally pale skin was taking on a grayish hue and his skin seemed even more gaunt that usual. < You won't make it much longer, beside, if the soldiers are still there. >

He was leaning against the cold stone wall, his eyes shut, blood looking black in the dim light glistened against his wound.

Willow sighed and walked over to the vamp. She kneeled down and picked up the alcohol once again. Spike opened his eyes. " Don't even think about putting that holy water to me again Pet," he growled ineffectually.

Willow rolled her eyes and pushed up the sleeve of her cotton shirt and poured the cold liquid over the inside of her arm. She then liberally doused a sharp piece of metal with the alcohol.

" Willow, NO!" Spike shouted too late, as she stabbed herself with the sharp metal. Willow hissed as the metal tore at her forearm. " Sweet Goddess!"

"You really do have a death wish don't you.." Spike chided. As the scent of her hot blood hit him, his vampiric ridges and golden eyes of his demon appeared. Willow moved towards Spike feeling rather light headed. " Stay away from me!" Spike growled.

"I know you want it Spike!" Willow held up her dripping forearm as she moved closer to the cowering vamp. Willow though she might pass out the adrenaline, the anger, and the blood. < I need to sit down and get that stupid vamp to shut up and drink. >

Willow sat next to Spike, his leather coat providing some comfort from the cold wall and floor. Spike don't be a stubborn assed vampire, besides I'm getting blood all over your precious coat. Spike turned back towards Willow, " For someone who's so smart that move wasn't luv, I don't think both of us bleeding to death is wise do you?"

Willow sat with her back firmly against the wall and opened her legs. " Here sit back, lean on me, it will be easier to feed you if I can rest my arm across your uninjured shoulder." Willow directed.

<The bossy little chit is driving me crazy, her smell, the blood; it's been weeks since I tasted human blood. >

Spike moved back and leaned his head and shoulder against Willow's chest, she moved her bleeding arm across his shoulder and offered herself to him.

Spike howled in pain, the ringing sound agonizing as he tried to elongate his fangs to feed. Willow, put her other hands in his short hair and tried to sooth him by rubbing her hand against his head. " Shhh, don't try so hard just.. lick."

Willow felt Spike's cold tongue lapping at the fresh wound. She gasped in pain. Willow's heartbeat echoed in his ear, her body was hot like a roaring fire, her voice beckoned his demon to feed her blood fiery ambrosia, sending wave after wave of pleasure and healing through his body. She tastes so good, so innocent, almost virginal.

Willow heard what she swore was purring coming from Spike. < Maybe, like a cat when vamps are in pain they purr. > Spike continued to lick and suck at Willow's wound delighting in her comforting blood and soft caresses against his head. Spike couldn't remember when he felt this kind of contentment last.

The soft licks and sucking upon her arm and the soothing sounds of Spike's purring made Willow chest tighten, her breast's tingle as she felt herself aroused by this.. this what.. feeding. < I'm one sick puppy.>

Part 8

< If anyone told me a month ago, I'd have one of the most vicious vampire's of all time curled up between my legs, letting him nuzzle and lick my arm, listening to him purr, I'd have called them insane. > Willow ran her hand through the blonde's short silky hair. < What's worse is if they told me that I'd like it. I would have wanted to kill them, let's be honest here Rosenberg, you more than like it, he's making you wet. >

Spike continued to lap at the heated elixir. He could hear her heartbeat racing, his cheek pressed against the rising and falling swell of her breast.

Her heat warming him, making him feel, making him want. Spike purred louder. Willow nodded off to the sound of Spike's purring. Spike fell asleep too, listening to her heartbeat.

Several hours later

Buffy, Giles and Xander crept stealthily through the graveyard. Buffy had called Giles when she got home from patrol at 2:00 am and did not find Willow in bed. Giles awoken from his alcohol induced haze, mumbled about Spike taking off after her. Thus the Scooby Gang assembled to look for her.

" I swear Giles, If he's hurt her, I'll stake his ass faster than..." Buffy huffed.

"I don't think he can hurt her physically." Giles said reassuringly, as he illuminated the headstones with the high beam of his flashlight. < It's not her physical health I'm as concerned about. That bloody bastard will fuck anything that moves, Willow being all vulnerable... I'll stake his ass before you Buffy. >

Giles, pack rat of the West Coast still had the key to the crypt, which served as Oz's home during his phases.

" Why on earth would Willow go here Buffy, the one place that exemplifies the root of her painful breakup with Oz.?" Giles asked.

" To mope and cry some more, trust me Giles, it's a girl thing" Buffy replied holding the flashlight against the lock.

Buffy crept into the darkened crypt, Giles and Xander right behind her. Her breath caught in her throat. < Oh my GOD, they're both dead! > Her flashlight illuminated two very pale figures. Willow her legs apart one hand resting on the top of Spike's blond head, the vamp was curled up on a fetal position on his side between Willow's outstretched legs, his face pressed into her breast. His shirt had was covered in blood, as was Willow's other arm, lying across her other breast, pressed close to Spike's face.

" Oh God! Will," Xander cried, thinking the same as Buffy. Spike and Willow both woke startled. Spike was on his feet in a defensive posture before Buffy could move. Buffy reacting to what seemed an attack by her worst enemy, let loose with a kick, catching Spike in the jaw. His eyes rolled up in the back of his head and he started to fall backwards. He hit

the cold floor with a large thud. Buffy was upon him Mr. Pointy ready to dust him.

Willow propelled herself forward pushing Buffy off Spike, " No Buffy," as she and her best friend landed in a heap at Giles and Xander's feet.

" Hey Guys," Willow said weakly, " It took you long enough," and promptly passed out.

Giles carried Willow in his arms to his car.

" How come Buffy and I need to carry the fang-less puppy?" Xander panted.

" From the looks of them both, they were attacked, Spike was shot" Giles recapped the obvious.

" Yeah, but he was feeding off her Giles," Buffy retorted

" From the looks of things it appeared that Willow was allowing him to drink from her." Giles replied. < An unpleasant sight. >

"When they wake up, I expect we'll have all our questions answered." Giles uttered uncertainly. < What did that silly child think she was doing? >

Buffy and Xander dragged Spike's unconscious form into the basement once again. Giles took Willow upstairs to the guest bedroom. He examined the wound on her arm. It was deep but had stopped bleeding. Perhaps a healing spell when she awakes. Giles covered up Willow's pale form; he would send Buffy upstairs to get Willow out of her bloody clothes. He was going to get some answers from Spike.

Giles stomped downstairs a blood bag in hand. " Buffy, go upstairs and tend Willow." he ordered.

" But Giles.. I.." She began. " Now Buffy!" Giles commanded. Buffy recognized Giles in Ripper mode, she smiled and trotted upstairs to check on Will.

" Are the chains secure Xander?" Giles asked tightly. Xander nodded his head at the vengeful watcher. " Hold this." Giles said as he threw the blood bag toward Xander. Giles then quickly drew back his hand and slapped Spike across the face. Xander blinked in surprise at the sound of the blow. < Holy Shit G-man's in Ripper mode. >

Buffy got a basin of warm water and some bandages from the bathroom. She had carried up some orange juice on her first trip. Shock and blood loss, she'll need energy. Buffy went to fetch a clean tee shirt from Giles dresser. Buffy entered the guest bedroom her face aflame. She was going to process later what she found in Giles underwear draw. Right now Willow needed her.

" Wake up you, frigging prick!" Giles barked. Xander hoped he never earned Giles wrath. Spike felt pain in his head. At first he though he was back in the lab. He pried open his eyes and saw and heard a red-faced Watcher threatening him with dismemberment.

"< Oh No! I've killed the chit! Drained her dry. > " Willow" he managed to rasp

" What the fuck did you do to that girl?" Giles growled his face angry his eyes bulging. He leaned his palm onto the bullet wound. Spike howled in pain and almost passed out once again.

" Giles!" Willow shouted. " What do you think your doing?" Xander, Giles and Spike all turned to look at the pale faced girl, bare legged and swimming in one of Giles's tee's.

Buffy was standing next to Willow holding her friend by the elbow.

" Buffy" Giles admonished

" Resolve face" Buffy replied hugging her friends arm tighter. She insisted on seeing if Spike was alright."

Spike felt an unfamiliar tightness in his chest. < The stubborn little chit looks like she's about to fall over. > He gave her his best cocky grin and promptly passed out once again.

Part 9

Spike woke up, he knew it was daytime. He was still in the watcher's basement. He remembered waking up briefly after seeing Willow, being given several very cold blood bags. < Who was he to complain, anything to take away the burning pain in his shoulder and the throbbing pain in his head. >

Spike flexed his wounded arm, healed, < me William the bloody had been drinking pig's blood> He was wearing a clean shirt, must belong to that sadistic watcher. >

Spike climbed the stairs and listened to the murmur of voices in the living room.

" So we use the hidden video camera to keep me and soldiers under surveillance. If I get in trouble, Buffy can come to my rescue."

" How we gonna catch the soldiers Will?" Xander asked.

"Xander, they are already after me, I'll just be waiting for them in the park tonight and..." her words were cut off by Spike.

" Like bloody hell!" he shouted coming into the room.

" Looks like someone got up on the wrong side of the coffin." Xander wisecracked.

" How come he's untied?" Buffy asked annoyed.

" Hi Spike, how are you feeling?" Willow asked ignoring her friends' comments. He blinked at her; sitting on the floor legs crossed Indian style her hair in a ponytail, her green eyes looking at him like. He felt that tightening in his chest once again. < Must be those damn scientist implanted something else in there too. > Spike lost his train of thought as he looked at the redhead.

" I hate to say it but I agree with Spike, Willow, that plan doesn't sound very prudent." Giles said taking a sip of tea.

" But.. I'll have the dart gun, and they will want to try and catch the vamp me so..." Willow continued.

Spike watched Buffy and Giles nod their heads thoughtfully, and Xander stuffing a chocolate donut into his mouth, " You people are insane, your not going to let that little girl go after those Rambo want-a be's!" he uttered in disbelief.

" Hey, I held my own against them last night, totally unprepared.. I seem to recall saving your skinny ass." Willow shot back angry that he was discounting her once again. Spike felt ashamed that he hadn't been much use last night and that the petit mortal had in fact saved him.

" We didn't ask you for your input anyway," Buffy added jumping on the put Spike in his place bandwagon. Spike shook his head at Willow, stuck his tongue out at Buffy and stalked closer to the watcher. < Perhaps I can reason with him. >

"Do you mean to tell me, you're going to allow Willow to go out in the park and parade around as a vampire in that skimpy outfit to get herself killed or worse?" Spike growled. Giles looked at the blond man and laughed. " What's is so funny? You threaten to strangle me with my own entrails last night because you though I had harmed the chit, and now your about to do nothing and watch her get killed." Spike shook his head in disbelief.

" We're not going to do nothing, we're going to work together as a team to make sure Willow is safe and that we get to the bottom of the mystery of the soldiers." Giles replied indignant that the vampire dare to try and lecture to him. < He has a lot to learn about Willow.>

" And what if they snatch her instead of her capturing one of them? Hummm? Spike asked glaring at Willow.

"Subcutaneous homing device." Willow replied smiling sweetly.

" What?" Spike asked confused, < Must be I missed something again, those damn pricks's messing with me head. >

" Giles figured out that the way the soldiers were tracking you, was with a homing device. Giles dug it out of you while you were unconscious and Willow's sporting it, we've got the frequency and can track her instead." Xander explained.

"Well.. well.." Spike sputtered his face scrunched up, trying to think of another good reason why this harebrained scheme wouldn't work. " Well if they tracked me, then they will be able to track Willow."

"Give the man a pint of blood," Buffy responded snottily, " Duh, that's part of the con, they think they are trapping you but we trap them see?" she grinned smugly.

Several hours later Spike found himself in the Sunnydale Park. He heard static and the muffled voice of Xander over the headset he wore. " Xander to the neutered one, come in? Have you got Wills in visual range?"

" Yes, Spike hissed, you stupid git, over and out!" he snapped. He had been watching Willow's ass wiggling back and forth, those damn boots and those too.. too short black hot pants. He had seen the girl trip once and grab the park bench, he had bit his own tongue, for a moment he though one of her tits was gonna pop out of the constricting leather bra. Spike tried to adjust his too tight pants, when he heard Buffy static voice, " One solider spotted seven o-clock headed your way, Spike."

Spike flashed the flashlight twice at Willow to give her the signal. He watched as the young women put her leather encased leg up on the park bench. < Down boy, now's not the time.> His eyes gazed at the creamy swell of breast that was barely contained by the scrap of leather. He watched Willow go all grrr. Spike felt himself harden even more. He saw her slip her hand into her thigh high boot and extract the small dart gun.

He couldn't believe that he had tracked subject 17. His breath caught in his throat as he saw a red -hair siren in leather... a vamp for sure but where is... Oh my God it's Willow!

" Willow," Riley gasped, just as she pulled the trigger of the dart gun. Riley felt a bee sting upon his neck. He was unconscious before he heard Buffy's cry. " Riley, Oh No! he's one of them"

Part 10

Xander had hold of Riley's head and Spike had his feet and the two men were shuffling quickly towards the van. Buffy and Giles looked on as Willow took the lead sashaying as fast as her spiked heals would allow.

" I can't believe Riley is one of them, " Buffy moaned.

" Just goes to show you all men are lying, cheating, bastards interested in only one thing." Willow expounded.

" Hey Wills, not fair!" Xander grunted out of breath.

" Xander, I don't think I need to remind you about cheating, and as for hard up, need I mention Faith and Ayna!" Willow continued. Spike laughed at Willow's comments. < I like a git with a little spunk. >

" I wouldn't laugh too loud dead boy, your undead life is nothing but lying, cheating, killing and fucking. Xander may have bad taste in women, but so far they have at least been all alive. I mean, talk about hard up I can't think of anyone worse than Harmony. I bet the only time she quits whining is when you put your dick in her mouth."

" Eweeee" Buffy cried, "scaring visual image, stop with the gross."

< Sassy mouth little tart. >

" Keep it up Red, I think I can arrange to silence your sassy little mouth," Spike grinned brazenly

" See what I mean, Buffy," Willow said glaring venomously at Spike.

Giles cleared his throat. " I think we should.." he began

" Oh well Giles, I know you're not a complete Bastard, cause your interested in more than one thing, but you have lied before and cheated," Willow pointed out. Willow hurried ahead of the gang towards the van, " Can you guys hurry it up, I'm freezing my ass off out here," she complained.

" You wouldn't be so cold if you had your ass covered up in a pair of pants." Spike shouted.

" I don't know, I kinda like it." Xander uttered grinning.

" Giles, I'm not sure I like this magik, induced uninhibited Willow." Buffy said

Willow climbed into the back of the van and checked the video equipment feed. She saw the cage in the lens. < Well, Mr. I'm all shy and Innocence, Willow's gonna see what you've been hiding! >

Giles reviewed the plan as they made the short trip to the underground crypt. " A small change in plan is in order, since Buffy knows this man, he mustn't see her. He already recognized Willow, but he will see you only as a vamp... don't call yourself Willow.. then when we have to let him go.. Well, you obviously aren't a vamp so I hope the confusion will leave you in the clear."

" O.K, and Buffy and Xander are going to sit in the front of the van, and if anyone come by .. say, soldiers looking for their comrade.. you guys are gonna lip lock and make it look like your making out." Willow reviewed.

"Don't worry Buffy, he's not that bad a kisser," she whispered. Spike rolled his eyes, and Xander puffed out his chest.

" Er, yes.. and Spike and I will watch from the back of the van and if you run into any problems just signal," Giles said, " and we'll be there to help.

" Don't worry Giles, I expect to get this pretty boy to crack in no time." Willow boasted stretching her hands above her head. Spike, Giles and Xander all swallowed hard as they watched the muscles of her abdomen ripple and her creamy breast practically spill out from her leather bra.

" Before you chain him, I want him stripped," Willow ordered.

" Huh?" Xander asked almost afraid to know what Willow had in mind.

" Spike tell him, the more vulnerable Riley feels the more power I can exert over him, the faster I can crack him like a big ol nut." Willow smiled evilly.

" Just how exactly are you planning on cracking GI Joe's nuts, Red?" Spike asked concerned. Xander had begun to strip Riley of his shirt.

" Watch and leatrn Pussycat," Willow said leaning down to unbuckle Riley's pants. Spike was watching all right, watching her white ass cheeks peak out from the too.. too short, hot pants. Like that wasn't bad enough, the pants were so tight as she bent down Spike saw Willow's nether lips perfectly outlined by the black leather. He felt himself harden. He tried to get hold of himself, when all he wanted to do was grab a hold of her tight white ass cheeks and sink his throbbing cock into her..

"Well, lookie here, Riley wear briefs, I told you Buffy, Willow said grinning smugly at the video camera as she stood up with his trousers. < I can't believe she had the nerve to attack us when it seems she and the slayer have been wondering what kind of underwear soldier boy wears. I wonder what Red would think if she knew I went truly commando.>

"Hurry up and chain him, I haven't got all night, he should wake up any minute, besides the glamour spell and uninhibition spell last about three hours total." She huffed.

"Gotta say Wills, I'm not liking the uninhibited you." Xander replied. Willow glared at Xander and flipped him the bird.

Part 11

Riley felt cold. Hell, he was freezing. His head throbbed. < Oh Damn, Willow's a Vamp! > His eyes flew open and he tried to move his hand to check his neck to see if he had been bitten. Something sharp cut into his wrist.

< Shit, I'm trussed up like a virgin in a bad B-rated film. > Riley felt his heart race, < Thank you Jesus, I'm still alive. >

"Hello handsome," Willow purred walking into the opened door of the cage and stopped.

" Oh God, Willow," Riley croaked. Willow laughed seductively, " Do I look anything like Willow?" she asked, her hands resting on her slim hips, her breasts thrust even farther forward, straining against black leather. Riley's blue eyes traveled from the tip of the petit redheads high heel boots, along shapely calves and firm thighs wrapped up in shiny black leather. He took in milky skin, tight hot pants, a well-muscled abdomen, and lush breasts trying to peek out, from the skimpy black top. He felt his shrunken penis awaken as his eyes continued to traveled over her bee-stung lips, painted blood red, and finally met dark green emerald eyes.

" Well, answer me?" Willow grinned seductively. Riley wasn't sure who the hell she was; she looked like Willow but.. < I must be having one hell of an erotic dream. >

Giles and Spike watched the scene enfolding from the back of the van. The cage was wired for both visual and sound.

" I'm not sure this was such a good idea," Giles mumbled to no one in particular as he watched Willow's curvaceous ass sway as she walked into the cage, closer to her captured prey.

" I told you that, but No! No one listens to Spike." he grumbled as his member rubbed painfully against his too tight pants.

" What's matter, cat got your tongue?" She asked huskily, allowing her tongue to slip out of her mouth and slowly lick her ruby lips.

" Ahhh." Riley lost all coherent thought as he watched her teasing tongue.

Willow grinned and lowered her eyes running them over Riley's nearly naked body. " Somebody is very happy to see me," she sighed as she moved closer to Riley. Riley felt himself blushing, he also noted his dick didn't seem to care that this women was a) an undead creature and b) used to be Buffy's best friend.

" What is that little witch doing?" Spike growled.

"Am I missing something," Xander chimed excitedly from the front seat of the van.

"I can't believe, Mr. All- American, Iowa farm boy is a soldier, what is the matter with me!, why do I always pick losers." Buffy whimpered and blew her noise noisily.

Willow bent down and removed from her high cut boot a long thin black riding crop.

" Look, I can help you." Riley smiled uncertainly, as his eyes moved up from her clevage to meet her sparkling eyes.

"Oh, Goody, I've been so bored since I lost my puppy." She leered running the slim, rigid, switch over Riley's well-muscled abdomen.

" Ah.. Willow!" Riley once again lost his thoughts as he felt her tickle his stomach with the rod.

"Don't call me that!" she snapped smacking his midsection with the riding crop.

"Ohhh" he exhaled sharply at the sensation of pain/pleasure that shot through him.

"Where in the bloody hell, did she get that thing!" Spike shouted. < His cock twitched violently.>

"Hmmm, what am I missing?" Xander asked climbing onto the back on the van.

"Holy shit!" he whistled.

"What? What's going on?" Buffy asked pushing her way past Xander in the crowed van.

" Hey!" Buffy yelped, " He'sâ&euro¦ sheâ&euro¦ look.. He's" she repeated.

"He's got a raging boner." Xander finished, " Who'd a thought Wills as a dominatrix." Xander added wistfully.

Spike smacked Xander in the back of the head. " Get back in the front of the bloody van." He ordered.

"Hey," Xander yelped, "How come you and Giles get to watch, why can't one of you sit up front with Buffy!" He bitched. Buffy burst into tears. "That's it," Spike snapped, as he looked at the watcher who was biting his bottom lip as he stared glassy eyed at the monitor.

"Show's over!" he shouted, wrenching open the sliding door of the van.

"Puppy, likes to play with Red," she purred dragging the end of the switch over one of Riley's puckered nipples.

"Er, Red.." Riley began. The metal door of the crypt opened with a crash as it hit the concrete wall. Riley jumped.

"Lucy! Daddy's home!" Spike bellowed.

Part 12

Spike kicked opened the metal door of the crypt so hard it clanged against the concrete wall and bounced back slamming shut, as he stormed into the chamber.

< I'm sick of sitting on my arse drinking pig's blood through a plastic straw. I'm tired of listening to the stupid slayer whine constantly. The moron crack inane joke. I want to feel bones crack under my skin. I want to taste adrenaline-laced blood. I want to fuck that redheaded vamp want-a be senseless for giving me a wicked case of blue balls. >

"Lucy, I'm home!" Spike bellowed.

Riley's eyes widened in surprise as he saw the blond haired vampire in full game face enter the cage.

" Holy shit, " he squeaked, "hostile 17!" < It must of failed.. he.. turned Willow.. Oh God.. I should have let Forrest take her then ...maybe>

Willow glared at Spike, " What are you doing here?" she growled her pretty features changing into game face. < How dare he interrupt, He doesn't think I can do this. > Willow swung the black riding crop away from Riley and poked Spike in the chest with it.

Giles was still staring at the screen his eyes glazed over. <What does that fool vampire think he's doing. >

" I hope he's not gonna ruin it, everything was just getting interesting." Xander grumbled.

" She's... Wills has.. your stick thingie, Giles.. I was gonna ask what the hell you had that thing in your dresser for... but now.. eewee...more scaring visual images." Buffy exclaimed.

" Hey, that switch is yours Giles?" Xander stared opened mouthed at the Watcher. Visions of Giles playing submissive slave to Willow's dominance. Giles blushed scarlet. He opened his mouth to explain and snapped it shut. <How the hell am I going to explain having a riding crop in my underwear draw..> He scowled, " Buffy what were you doing in my draws?"

"Can't send a little girl to do a demon's job, luv." He smirked cockily, and reached out to snatch the riding crop that was poking him in the chest. <I'll take this silly switch and spank your bare ass with it missy.> Willow narrowed her golden eyed façade and pulled back the riding crop before he could grasp it.

" Your gonna ruin everything!" she spat petulantly, and swung the switch forward once again planning to hit him with it. This time Spike, anticipating her move, reached out to try and grasp the moving object, managing only to deflect the blow, knocking the switch out of Willow's tiny hand. It clattered to the floor a few feet in front of Riley.

Both Willow and Spike bent down quickly to try and retrieve the sex toy. Each bent over managed to grab an end. The force of Spike's tug, gravity, along with the insufficiency of Willow's top caused her left breast to pop out of her leather top.

"Whoops look at that!" she tittered.

Time stopped as both the living and the dead stared at one perfect rosy nipple.

Spike stared at the ripe bud only a few scant inches from his face. He need only shift slightly and he could taste her...

Riley watching the two vampires wrestle over the thin rod. He saw Willow's creamy breast spill out of her bra. The sight of her hard nipple caused him to draw in a much-needed breath.

Spike heard the human male moan softly, thus snapping him out of the Witch's erotic spell.

He stood up, " Put yer bloody eyes back in yer head, or I'm gonna rip them from ..." he growled as he advanced upon Riley intending to beat the boy until he begged for mercy. Riley flinched and closed his eyes anticipating the first blow.

" Ughhhh" Spike yelled in pain, grabbing his head ,falling to his knees, in front of Riley.

Willow stuffing her breast back into her top uttered, " See.. What you nasty soldiers have done to my pussycat!" she huffed at Riley.

Part 13

"Whoa did you see that?" croaked Xander.

" Oh, yes," Giles managed to utter.

"What, What happened?" Buffy asked curious as she had her back to the camera when Willow's breast popped out of her top. She was however witness to Spike screaming in agony and falling to the floor.

Riley wasn't sure if he wanted to laugh or cry. < Hell, if I live through this, I expect my military career will be over, I'll be trying to sell some tell all book on Jerry Springer. > Vamp Willow walked over the prone Spike. " My Pussycat is no more fun, I'm bored," she said leaning her entire body into Riley's and whispered in his ear. " You did this to him, I want to know who, when, where, why and how. If you don't start talking I'm gonna have to find something else beside violence to cheer up my Pussycat, perhaps Buffy all naked and helpless. That ought to cheer him up, don't ya think? " She purred the bit into his earlobe.

Spike watched the red-haired siren rub herself against the young pup. < I bloody well hate this! >

" No!" Riley yelled. Willow pulled back, still wearing the magic induced game face. She turned towards Spike and held her hand out to him, her red lips smeared with Riley's blood.

" Did you hear that Pussycat.." Willow giggled

Spike couldn't take any more. He quickly stood up and pulled the arousing witch into his arms and crushed his mouth against hers in a punishing kiss. He captured her surprised gasp. He pulled her slim hips roughly into his pelvis to rub his tortured cock against her soft mound. His fangs cut into her lips, he thrust his tongue into her teasing mouth, and sucked her provoking tongue into his mouth. He could taste the pup's blood on her lips; however, her fiery elixir was pure ambrosia. He wanted to consume her. He was sick of her teasing, she would be his. Willow was taken by surprise at Spike's fierce kiss. His was mouth was cool, wet, his rough tongue thrust into her mouth and captured her own tongue and sucked at it. She could taste her own blood and something else, something like ginger, explode along her taste buds. Her tongue explored uncharted terrain of his mouth. She could feel his arousal poking her in the stomach.

A purely feminine rush of power raced through her. She felt her own sex swell with desire for this man. She wanted him, here and now. She felt lightheaded. She needed to breathe; she tried to pull away from him, tried to break away from his tormenting kiss. Spike felt her try and pull away. < You're mine, only mine> He tightened his grip on her, moving one hand from her ass up to cup the back of her head. < I can't breath! Oh Goddess I can't breathe! >

Riley watched the pair of vampires paw and rub against one another. He was strangely aroused. < Maybe I could hawk the book on cable instead. >

Giles and Xander watched the black and white screen with glazed eyes and hard cocks, each wishing they were giving Willow that kind of tongue-lashing.

" Eweee, I'm gonna have to go to therapy for the rest of my life if I'm continually exposed to this type of scaring trauma!" Buffy exclaimed after watching the two devouring one another's oral cavities and rub up against one another, not to mention the moaning and groaning.

" Who is making that noise anyway?" Buffy snapped. Willow's body overtaxed by the magical spells, and intense erotic stimulation, not to mention lack of oxygen reacted in the only way it knew how. She passed out.

Spike felt the witch stop struggling in his arms, he noted she was suddenly limp. He pulled his head back, < Bloody Hell, she's passed out! > He gazed into her pale face, both lipstick and blood smeared from her swollen lips across her face. Her human face, flush, < I forgot she's human, she needs to breath you stupid sod. > Spike shifted his hands under her tiny body and lifted her up. < Fuck! The whole damn cartoon gang was watching us. >

Spike glared at Riley, " I'll be back and you better be more forthcoming with answers!" he hissed.

Spike quickly exited the crypt and leaned upon a headstone. He gently cradled the petite women in his arms, " Willow, Pet," he called softly caressing her cheek. He noted she was breathing and her pulse was racing wildly, he could see the vein in her neck throbbing. < Yeah just like my cock. >

Willow stirred and opened her green eyes. " Spike?" she whispered uncertainly "what? Oh Goddess," she yelped suddenly remembering the feel and taste of this man. She blushed furiously and immediately felt guilty that she had behaved so wantonly. She then noticed the rather prominent hardness that was poking her backside. She pulled away from Spike needing to get away from him before she did something embarrassing like her uninhibited self.

He lost his hold on her and she fell upon the ground with a "oofaah."

Part 14

"Where's he going with Willow?" Xander asked tightly.

" There probably out in the middle of the cemetery rutting like dogs in heat," Buffy exclaimed disgustedly.

Giles and Xander's eyes simultaneously widened. "Well what the hell are you two doing still sitting here?" Buffy uttered

rolling her eyes. "Somebody better go stop em!" Buffy whined.

Giles shot up and moved toward the van door. Xander, younger and with quicker reflexes, pushed Giles aside and slid open the door scrambling out into the night. < I'll be damned before I let that bloodsucker get pelvic with Wills!>

Spike looked down at the blushing Witch sprawled upon the ground. <Mine, Mine, Mine> The voice in his head echoed the throbbing in his groin. He stood up.

Willow inhaled sharply, her mind was screaming, < get away, get away, undead soulless demon> Her body was still humming with sexual desire for this seductive vampire screaming, take me, take me now.

" Sorry Pet," Spike practically purred as he knelt down next to Willow. Willow opened her mouth to speak but suddenly didn't trust herself. She cursed her uninhibited self and her traitorous body. Her superego still crushed by Oz's rejection and abandonment asserted itself. Willow scrambled backward like a crab to put some much needed space between herself and Spike. < You want him like you never, ever wanted Oz! ...No! He'll fuck you and leave you he is a vampire, they only think about sex, blood and domination.. he'll have you once.. be bored .. he'll laugh at you..>

" Pet?" "Are you hurt?" Spike asked leaning over her.

" Hey!," Xander shouted running towards the couple, Giles right behind him. Willow's unsatisfied libido, her pain from past rejection and embarrassment from acting like some wanton creature of the night with both Riley and Spike, while her best friends looked on, manifested itself in anger. Willow stood and poked her finger into Spike's hard chest. " You stupid vampire! He was just about to tell me what we wanted to know..." she yelled Spike blinked dumfound at the Witch's mercurial mood. He retorted defensively, " He was about to cum in his pant's Ducks."

" Ooohh, you just had to but in, had to come in and assert your silly vampire dominance.. you ruined everything." Willow shouted, putting her arms on her hips.

" I most certainly did not!" Spike yelled back. < I ought ta shag that high and might attitude!>

" Did to! Like an animal marking its territory." Willow snapped.

"Unlike your wolf, I needn't piss all over to..." his words were cut off by a sharp slap. Willow's hand stung. She was shocked by her violent actions. Wide eyed she was frozen in place by Spike's burning gaze. Spike was stunned once again by the little wildcat. <She dared hit me!>

Spike morphed into game face. He felt extraordinary desire for this fiery mortal women. He grabbed her shoulders and pulled her roughly into his hard body once again. Her flesh was overheated, her pulse beat widly , her blood singing a siren song to him. He could feel her soft breasts and pebbled nipples pressing against his chest. He smelled her fememine arousal. He growled into her ear, " ... I take what is mine.." he scrapped his fangs lightly along her throat.

Willow moaned in spite of herself as she felt the vampire's cool tongue lick her overheated skin. ".. and what I claim as mine.. is mine forever.. I never leave behind." Spike rumbled against her throat.

" That's enough!" Giles yelled pulling Spike away from Willow.

The redhead who was leaning against Spike for support, fell once again upon her ass.

Part 15

Giles was in full-blown lecture mode. "You two are going to ruin this whole plan with your shenanigans." He fussed waving his arms at Willow and Spike. Buffy approached Willow and helped her to her feet. " He's one to talk," Buffy whispered to Willow, " that stickie thing in his draws, sheeesh." She said rolling her eyes.

" It's a wonder this place isn't surrounded with commando's." Giles continued with his tirade.

" Xander, use the dart gun again to sedate Riley. You and Spike unchain him, dress the poor boy and chain him back up to the cot. This whole evening has been nothing but a silly fiasco!" He ordered.

" Has not!" Both Spike and Willow responded simultaneously. Willow glared at Spike, " He was just about to tell me when you stuck your tongue in my mouth." She spat.

" First time for everything, Ducks," Spike replied grinning cockily.

" You.. You conceited corpse. Keep your icy hands off me. Why don't' you go back to Whines a lot Harmony." Willow snapped angrly. < I love a gal with fire. > Spike just smirked and stared at Willow's retreating backside admiring the view.

" Don't' just stand there, move!" Giles snapped at Spike and Xander who both stood watching Willow walk away.

" So," Buffy asked Willow as she walked her back to Giles, " Your not interested in Spike are you?"

" Are you kidding Buffy? Do I look stupid, I'm not about to fall for that macho grrr your mine crap." Willow answered. <Yeah, if only men were loyal and I were more like my vamp self. > Willow stumbled, " You O.K. Willow?" Buffy asked.

" Yeah, it's these stupid boots and I'm dead on my feet, no pun intended, " she giggled.

" The spell last only so long and I'm just exhausted. I think I could sleep for a week."

When Giles and Spike entered the apartment an hour later they found Buffy sound asleep in Giles wing back chair her mouth hanging open and drool forming at the edge of her lips. Giles smiled and Spike was about to make a snotty comment when his eyes fell upon Willow stretched out on Giles couch. She was curled up on her side a navy blue blanket clutched in her hand. One long leg peeked out from underneath the blanket. Moonlight cut a swath across her still form, a halo of fire framing her angelic face. Spike felt that strange tightening in his chest once again. < Damn they've messed with me ticker too, I keep getting this fluttery feeling, almost as bad as the pain in my head. >

Giles gently shook Buffy awake. She stood stretched and yawned " night to Giles" before she slipped out the door.

Giles locked the door behind Buffy and turned and saw Spike staring at Willow's sleeping form.

" You hurt that girl and you'll beg for mercy before becoming dust at sunrise." Giles promised.

Spike rolled his eyes at the ex-watcher and headed for the basement stairs. He waited until Giles was safely tucked into bed before creeping back into the living room. He moved to the armchair that Buffy had vacated. He watched the rise and fall of Willow's chest. He gazed at her long eyelashes.

He felt this uncontrollable impulse to touch her silky skin. He stood up and furtively moved closer to her. He stopped as she shifted onto her back and moved one arm up above her head.

"Oz" she whispered. Spike felt another strange tugging in his chest. < That damn dog, I can't believe she is dreaming of him! >

Willow was dreaming she had Oz chained up to the wall in his lair. She had him stripped naked and was rubbing up against him wearing only his orange Dingo Ate My Baby's tee shirt. He was begging her to let him kiss her just once more. Then Spike burst in " Lucy I'm home!" He strode over to her all grrr. " What is he doing here?" Spike asked angrly

"Nothing, I just thought he might like to see what he's missing." Willow smiled brightly at Spike. He moved like a great cat and pulled her body roughly against his. " You're mine, only mine, forever mine!" he growled as he grazed her neck with his fangs. Willow moaned and arched upwards. She felt his tongue lap at her hot blood causing a bolt of pleasure to ignite each of her nerve ending throughout her body, before descending in a dull ache in her core. She put her hands in his silky hair. Oz yelled his displeasure and rattled and tugged at the chains to get loose. Willow opened her eyes and whispered huskily, "you had your chance."

Spike growled against her neck, " mine". He moved his tongue up along her throat and nuzzled her ear lobe. He stuck his tongue in her ear, teasing the delicate rim, while whispering, " mine, mine mine" in time with her heart beat. Willow ran her hands along Spike's firmly muscled back and arched her now throbbing mound against his pelvis. She wanted him to take her now make her his. She clutched at his tight ass, her hands clawing at the soft leather trying to gain purchase. He moved her backwards lifted her hips and lay her down upon the cot. Spike growled and moved his cool lips to one breast while stroking the other with his hand. He suckled and nipped at her nipple through the cotton tee. Her sex was weeping for him. So wet, she felt his cool hands, slid between her legs. She felt him push her tee upwards. She arched like a newly strung bow plucked for the first time, as one of his fingers brushed along her engorged lips. She felt him push her legs apart and felt his cool breath against her molten core. She moaned as she felt his silken tongue explore her most secret place. She felt herself bloom for him, serenading him with moans and gasps as he pulled at her clit with his mouth, his teeth, his lips, not stopping ,just sucking and twisting and... she screamed out his name " SPIKE!!"

Giles sat bolt upright in bed. He flung back his blankets. < That damn vampire bothering her, I warned him. >

The hall light flicked on and Giles called out, " Willow, you alright?"

Willow's heart was pounding and she couldn't seem to catch her breath. Her body tingled all over like she had gotten an electric shock. Her sex twitched. < Wow, what a dream she, I'm soaking wet and I think I had an organism. >

" Willow?" Giles repeated.

" Yes," she replied her voice cracking. " Just a dream, Giles, sorry I woke you." Willow reached down to retrieve the blanket she must have kicked onto the floor.

Giles sighed loudly and shut the light off.

Willow moved a hand to touch herself. < It must been an orgasm, figures all my time with Oz and I never have one and then I dream about him and cum...>

Willow then noticed the huge wet spot over her right breast. < Oh sweet goddess! >

Spike was cursing Giles in the darkness of the basement. He lay on the narrow cot, he pulled at his painful cock, he licked his lips tasting her as he shot his cold seed upon his abdomen.

Part 16

Willow couldn't believe what had happened. It appeared as a dream, well it wasn't all just a dream. < Oh Goddess, my tee is soaking wet over my breast and my.. Well I'm drenched down there not to mention the tingling. It felt so good why I just want to go down there and... Kill him, how dare he touch me when I was unconscious and barely lucid.. Hey at least he gave you one big happy.. Besides the point.. He's a soulless demon that wants a little fun at your expense and then first chance he gets he'll eat you... well apparently he's already done that..> Willow stood up. < I can't believe I'm laying here having an argument with myself. This uninhibited spell must be messing me up more so than I thought. < I just need this to be over, settled so I can get on with... well with my life as pathetic as it is. >

Willow wasn't sure this was the right thing to do. Hell, Giles would probably have a coronary if he knew. She opened the door with all the stealth her spell induced vamp self could muster. < Goddess look at him, lying there, sleeping like the dead, his pale muscular chest..> Willow moved closer, < oh jeez, I think he.. he ejaculated on himself. > Willow's uninhibited vamp self smiled. This is gonna be like taking candy from a baby.

She straddled the cot and plopped her leather-clad ass on his chest. His blue eyes opened in surprise.

" Hello, Puppy!" she purred, " Miss me?"

" Willow," he sputtered sleepily. " Uh...

" You still haven't given me what I want." She said pouting, then slid her hips lower, dragging her leather-covered mound down his chest till it rested over his awakening cock.

" Awa.. want.." he repeated wild-eyed. Willow leered, at the squirming man, and ran her finger over one of his nipples, " Puppy wanna talk or play?" she asked twisting his nipple between her finger. She heard him gasp, saw his eyes fly open in suprize, she felt a sharp blow to the back of her head and saw stars that faded away into blackness.

"Oz?" He yelped not sure whether to be disappointed, relieved or afraid. Oz pulled Willow's unconscious form from Riley. Tears fell from his eyes.

<I should have never left, Willow is a vampire.> He cradled her inert form in his arms, and kissed her forehead. " I'm so sorry I left, baby, I'm gonna help you."

He moved her still form over to the wall and placed her in the arm shackles.

"Who?" Oz's asked his voice cracking.

Riley echoed, " Who?" not up on Oz's monosyllabic speak.

"Who, did this?" Oz muttered angrly. " Who turned her?" Oz hissed, unable to meet Riley's eyes. Oz had seen and heard just enough to know that Willow had made Riley her human puppy. Oz thought he might puke. He could smell Riley's semen. Oz wanted to rip apart who ever did this, turned his beautiful kitten into a slutty vampire.

"I'm not sure .. I know him only as hostile 17.. no she called him.. Pussy... er ...Spike, I think" Riley answered.

Oz swore, " I'll stake him!" and stormed off like a rabid dog.

"Hey, wait.." Riley yelled to Oz's retreating form.

Spike tossed and turned unable to get the visions of Willow out of his mind. It didn't help that he could still taste her essence and smell her upon his hands. He wanted nothing more than to go back upstairs and fuck some sense into her. This whole vamp Willow scheme was ridiculous, not that he wouldn't mind seeing her dressed up like that for his eyes only. But to have her parading around half-naked and rubbing herself against every warm body, that wouldn't do at all.

Spike sat upright, He heard something pounding on the door, yelling for Giles. Spike sprinted up the stairs worried that whatever was outside might present some harm to Willow.

Giles was halfway down the stairs, pulling his robe on. He recognized the agitated voice, < Judas Priest, I think its Oz! >

"Where is she?" Spike asked alarmed to see the empty couch and blue blanket upon the floor. Giles hushed Spike. "She is probably in the bathroom, it's Oz.. go.. I don't think it's a good idea to spring you on him." Giles explained rationally. " Coming," he yelled towards the door as he waved Spike away. < I'll be damned the stupid wolf is back.. if he thinks he's going to get anywhere near Willow.>

Spike moved down the hallway towards the bathroom. Giles opened the door and Oz rushed in, " It's Willow, she's been turned.. you need to get the stuff to do the soul restoration spell.." he directed excitedly.

"Calm down, Oz, come in and lets talk.. Giles uttered just before all hell broke loose.

"YOU FUCKING BASTARD!" Oz shrieked as he moved towards Spike.

Part 17

Oz attacked Spike with murderous intent. Oz, howled as he pummeled Spike, "You Fucking Bastard, YOU TURNED HER! I'M GONNA.." was all he managed to yell before Giles used a tranquilizer dart on him.

Spike wiped the blood off his face from his split lip. " I think the wolf boy broke me nose! Where the hell is Willow? He must have seen her in costume and thought I.."

Giles groaned as he rolled Oz's unconscious body over, " Great, Willow has agonized over him for weeks, and he suddenly shows up in the middle of the night. She's probably heartbroken.. I gather she must have fooled him with her vamp routine as some sort of punishment for his abandonment."

" I wish you had just help restrain the pup, we have no idea where he saw Willow." Spike complained as he moved into the kitchen for some much-needed blood. < I want to rip that fleabag's throat out and drain him dry! I'll be soul happy before I let that wolf hurt her again, She's mine enough of this silly masquerade, I'm claiming her and no mortal, wolf boy or vampire shall touch her again. >

"I suspect Willow has gone back to the crypt to *talk* to Riley. However, I wonder why Xander hasn't rang, as he's watching the lad." Giles reasoned cleaning his glasses nervously.

" The boy dunder is probably sleeping or shagging the demon girl," Spike commented irritated. < Willow could be .. What if he did something to her,> Spike grabbed his leather duster and put it on, " Look, I'm gonna find her and take her somewhere safe till you sort out things with the dog." Spike explained as he headed towards the door. Spike reached into the ceramic bowl the watcher placed his car keys. " Your keys are gone, she must have taken your car," Spike swore. " Bloody Hell!" He stalked over to the unconscious Oz and none to gently removed Oz's van keys, wincing and groaning as his removal caused blinding pain to shoot through his cranium. < It's worth the torture to know that you'll be sporting a couple broken ribs. >

" Spike, Enough!" Giles yelled, < The stupid boy deserves a bit of punishment for hurting her like that. > Spike staggered a bit, righted himself, puffed out his chest and strode towards the door. < Red, you belong to me. >

Riley had tried several times to awaken the vamp. < Maybe, she's dead, * Duh* > He shook his head. < Oz's will be back soon and let me loose and if he hasn't dusted the animal that did this to her, then I'm going to have the pleasure myself, harmless implant my ass, say bye-bye Pussycat. >

"Oh shit!" Riley swore under his breath as the * bleach blond animal* himself blew into the crypt once again, this time Riley thought the metal door might shatter at the impact of its hitting the cement wall.

" Willow," Spike bellowed angrily.

Riley watched as the vampire saw Willow chained up, unconscious. He felt a shiver run down his spine and thought he might wet himself as he saw Hostile 17, metamorphose into one angry demon. Spike smelled her blood; he felt his demon rage against his defective body. He wanted to kill, someone had drew blood, her blood, * his blood*. He growled his rage and was by her side immediately. < The wolf is so dead, how dare he hurt her, chain her up like he owns her! > Spike ripped the manacles out of the wall, gathered up the pale women, and cradled her in his lap.

"Pet--Red, are you alright luv?" He asked gently probing her head wound. He felt a large lump, but noted the cut was superficial but had bleed a lot as was common with head wounds. He moved his face closer to her neck and licked at the red rivulets that had dripped from her wound. < Mine, mine> he chanted as he licked her cheek and temple. Spike felt his demon clamor for possession. He felt his mortal body vibrate with need for her, he felt that strange tugging within his chest. His cock pulsed and strained against his denim as he held her, heard her blood singing to him. Her smell, her blood, her fire, her innocence, he moved his face back into the crook of her neck and sunk his fangs into her tender flesh.

White-hot pokers of pain seized him. Her elixir coated his throat; he gasped at the pain and nearly choked upon her heated blood. He swallowed, and lifted his head; red tears leaked down his chiseled cheeks.

Spike's demon sated allowed his human features to assert themselves once again. Spike lifted his icy blue eyes and tear stained cheeks to look upon Riley. " Mine," he hoarsely croaked.

Part 18

Willow's head throbbed in time with her heartbeat. Her mouth felt like it was stuffed with cotton. Her brain told her she was lying down on her side, and she wasn't alone. She knew it was Spike who spooned her tightly. She felt safe and protected. She gingerly opened her eyes. She was in a bed with dark green satin sheets. Her head rested on his muscular arm, and she could see his pale forearm, lying atop her own arm, long lean fingers clutching her own. His other arm was positioned underneath her right arm, covered her right breast and possessively clutched her left breast. Between his fingers and the mattress it was smashed so that her nipple had escaped its leather confines and was poking into his palm. She could feel his nose and angular cheek nestled in the crook of her neck. She felt his muscular chest against her back; one of his knees and thigh was intimately between her legs. The soft hair upon Spike's legs tickled Willow's thighs, his bony knee pressed up against her leather-clad sex. < He's naked! > Willow's eyes widened in surprise as she was aware of Spike penis, < Oh Goddess, I hope it's erect cause if that's the size at rest. >

Spike awoke as he noted Willow's breathing and pulse rate change. His head still throbbed from before, but Willow's sudden consciousness and squirming backside had caused his semi erect cock to stiffen even more.

Willow felt the base of Spike's member pressing against her bum hole. She swallowed and squirmed in spite of her reservations and she felt what she assumed was it's silk head poking into her bare back just above the waistline of her leather hot pants. Spike nuzzled Willow's neck with his lips, suckled at his mark, he languidly brushed his thumb over her freed nipple. His shaft felt like it was encased in leather. Spike shifted his left knee and thigh upward to rub more intimately against Willow's hot core.

Willow moaned, and knew she needed to take control of the situation before she lost all sense of self-respect and begged the blond Adonis to * fuck her hard and fast.* < Oh Goddess, I can't believe I just thought...> Willow's internal good girl-bad girl dialog tape got snarled and snapped as Spike flicked Willow's distended nipple with his thumb and index finger. Willow whimpered at the pleasantly painful sensation it created. Spike smiled into her neck when she jumped at his naughty foreplay. He shifted his pelvis and leg rubbing his knee and thigh against her slit. His balls rubbed against her firm ass cheeks, and his shaft slid along the valley between her fine cheeks. The sensitive underside of his cock ground against the fevered skin on her lower back. He could smell her arousal. < Ah.. The heady combination of leather drenched in Willow juice. He hissed his delight, " you make me so hard, luv," and sucked at her earlobe.

Willow felt her sex weep, her womanly fluids leaked onto her thigh, onto his hairy leg. To hear his husky voice utter what was plainly obvious made her wetter. " Spike, I think.." was all she managed to whisper before he suddenly was above her effectively silencing her words with his hungry mouth and tongue.

Goddess he took her breath away, his tongue was everywhere inside her mouth. He had managed to unhook her top and his cool, strong hands were gently teasing both breasts. Willow moaned into his mouth and arched her torso into his talented hands. He wanted her, desired her, with a passion she had never felt before. She desired him, was on fire for him, she needed him, she clutched at his back and ground her pelvis into his. Spike had managed to unzip her pants and she levered her hips so that he could remove them. His lips and tongue never stopped ravishing her mouth. His long fingers rubbed against her slit, several fingers slid into her slippery channel, brushing her engorged clitoris, making her groan wildly into his mouth. Willow clutched at Spike's hard ass she needed him to fill her.

Spike tore his mouth away from hers, he moved his hands to cup her head, his fingers tangling in her red tresses, he wanted to look into her eyes so she would know that it was him that possessed her, him that would pleasure her, him that would be her mate from this day forth. He gazed upon her flushed face her kiss stung lips, her green eyes black with desire. Willow thought she could drown in Spike blue eyes. Time seemed to stand still. She could feel his hands in her hair. His chest rose and fell with unnecessary breath, his male nipples branding her soft skin. She could feel the head of his cock poised at her entrance waiting.

Willow squeezed his ass and lifted her hips to try and maneuver him into her molten core. Their eyes reflected the exquisite sensation as the head of his member parted her swollen lips and the tip of his large cock was met with resistance at Willow's small hole. Willow whimpered, she knew he was huge and it would hurt, yet she knew she wanted to be one with him. "Spike," she whispered, " Please.."

Spike thought for a moment he might cum right then. The look of desire and need in her eyes. He knew despite how ready she was for him, her tiny channel would be stretched painfully so to accommodate his. He pistoned his hips and pushed himself into her tight sex. Her eyes widened even further and tears formed, she bit into her lip. Yet she did not cry out or ask him to stop. He felt her fingers dig into his ass. Spike hissed at the pleasure, her sex squeezing him vice like, her vulnerability, her submission to him, he felt his own eyes fill with tears. He moved a hand from her hair and wiped a tear away from her cheek, his eyes never leaving hers. " I'll always protect you, I'll never leave you, I'll always love you" he vowed as he lowered his head and kissed her gently. Willow moaned as Spike began to withdraw from her, she arched her pelvis to chase his cock and pulled at his ass to bring him back to her. The soft kisses and gentle thrusts soon changed into primitive mating, both parties grunting and growling; pulling and sucking; thrusting and grinding until each mate called out the others name in orgasmic union.

Part 19

" I don't know why we had to bring it along," Xander complained and pointed at the blond vamp.

" Well none of this would be necessary if you were watching Riley, instead of..." Giles stuttered uncomfortably, " doing what ever it was with Ayna." He finished sternly

"Hey, if Oz hadn't got pelvic with the singer and left town, Willow wouldn't have gotten all focused on her crusade to save the defanged Brit." Xander whined annoyed that he had been rudely interrupted with Ayna before he had his turn with the happy.

"I can show you the old lair but I don't know what you people are so worried about," the blond vamp was silenced by Oz.

" Shhh... I hear something.." Oz said excitedly.

The others heard a loud moan echo along the damp underground corridors. " Ohhhhh..... MMMMMM.... AAAAAAHHHHH..." followed.

" The bastard is hurting her," Oz hissed and took off on down the dark corridor.

Xander and Giles looked at one another, both their faces red in the dim light of the flashlight, recognizing the sounds for what they were. The blond vampire tottered after Oz on her high heel pumps, and looked back over her shoulder. " Can we just get this over with, this dampness is making my hair flat," she pouted.

"Yeah, we'd better hurry, " Xander grinned. < I so don't want to miss the look on Oz's face when he see the women he dumped climax. > He took off down the dark corridor following the ever-increasing volume of Willow's screams.

Oz ran into the larger cavern, his eyes quickly adjusting to the increased light focused on Willow, completely naked. Her head was thrown back, her white knuckled hands gripped the brass headboard, and her arms taught cords holding her torso upright, yet her body arced like a bow. Her small tits were flushed, her nipples distended and bouncing with the movement, created by her thrusting and rocking her mound over Spike's face. Oz caught a glimpse of the virgin sex only he had know, < well never like that! > Being fucked by a demon's fingers, and seeing his fanged faced enemy, slurp and suck at Willow's pussy with abandon.

"Sppppiikkkkkeeee" she wailed as she climaxed and fell forward to lie across Spike's naked torso. Her head landing between his legs.

The shock of the lurid scene fading, Oz growled venomously, " Willow!" Spike caught up in his pleasuring Willow never heard the intruders, until he heard the wolf growl her name. He listed himself on his forearms to peer over Willow's quivering ass.

"Harmony?" he croaked huskily.

Willow's brain was beginning to function again she though she heard her name, but then knew she heard Spike say Harmony. < Huh? > She put her arms down in between Spike's legs to lever herself up off Spike's hard cock. As she pushed back and up the aforementioned cock sprung up between her breasts and she heard a collective gasp. Her passion-lidded eyes flew open as she saw Giles, and Xander in the background faces aflame, Harmony in full game face scowling, and Oz. < Oh GODDESS OZ! > Willow panicked she moved both her hands to try and cover up the erect cock that glistened guiltily, nestled between her breasts. Spike growled, "Cor" and jumped when she grabbed his member. Her not having any leverage, laying naked spread eagle and bare assed on top of Spike, futilely trying to hide his huge cock between her small hands and tiny breast was foolish. " Hi guy's," she said with every ounce of courage she had, one tiny hand waving, the other clutching Spike's shaft to her breast for dear life.

Part 20

Willow wished the hellmouth would open up and swallow her whole. Here she lay bare assed naked, across Spike's torso while her mentor, best friend, worst high school enemy and ex-lover looked on. Willow felt mortified. <What to say? How to act? > "Hi Guy's" she managed to mumble and wave her hand trying to pretend she wasn't nude and hide Spike's very large, erect cock which was nestled between her tiny breasts nearly poking her in the nose.

She grabbed Spike's member. " Cor!" he yelled. "This isn't a bloody peepshow!" he roared pulling himself into an upright position grabbing Willow with one hand as she slid off his torso, while yanking the forgotten satin sheet from the side of the bed over her flushed skin. Willow rolled to the side of the bed and was enveloped in a satin shroud. Despite suddenly being in the dark, she couldn't blot out the horrified look on Oz's face. < What have I done? >

Harmony in her demon façade whined, " How come you never wanted to do that for me? I can't believe I ever.."

"Get out, all of you!" Spike growled, interrupting Harmony's tirade. He shot up off the bed and moved towards the red -faced wolf boy, intending to rip his throat out for harming his mate, for disturbing the sanctity of his lair, for interrupting their lovemaking. Oz sneered and gripped the sharp stake tighter as the lanky vamp stalked closer. He smelled of Willow. The demon freak wearing a hard on, from touching his Willow. < How dare he touch her? I'm gonna stake his ass and piss all over his freaking ashes. >

At Spike's howl of pain Willow scrambled farther under the sheets, seeking an opening to escape.

As her head poked out from under the sheet she saw Spike writhing in pain grabbing his head laying on the concrete floor as Oz moved towards the bed, his eyes glowing red his face twisted in a feral sneer. Willow felt an icy hand grip her heart. He wanted to hurt her. Oz grabbed a handful of her tousled hair and yanked her off the bed.

" Stake the bitch!" Harmony hissed.

" Oz," Willow cried surprised and frightened Spike heard his mate cry out, < I can't even see, me bleeding eyes won't focus. > His demon raged with fury wanting only to hurt the wolf. The violent thoughts were rendering him useless. He began to crawl toward the sound of Willow's cry. Giles and Xander moved forward into the crypt, only to be confronted by a scorned Harmony.

"You cock sucking demon cunt!" Oz snarled as he began to drag Willow towards the incapacitated vampire that was growling and writhing on the floor.

"Oz, stop please, I can explain," Willow whimpered. Oz backhanded Willow with the hand that clutched the wooden stake. Her head snapped back from the blow, and she fell hard on her backside. She saw stars behind her eyes and tasted blood. < Goddess, he means to stake Spike! >

"You make me sick, I wish you were a vampire, so then I could kill you too, you stinking whore!" he spat.

Spike had managed to drag himself to his feet, he swayed unsteadily; he could barely make out the outline of the wolf. He was surprised to be knocked down by Willow's lithe body.

" Please! Don't hurt him Spike!" she cried her voice shaking. Spike already unsteady was easily knocked on his ass by the tiny girl. Spike eyes began to focus once again. He saw his mate, naked, bruised and bloody clutching the wolf's leg. " I'm sorry Oz, it didn't mean anything," she cried.

Part 21

Buffy sat with Riley on the narrow cot in the damp crypt. He was having a difficult time wrapping his mind around everything Buffy had told him. She explained that she and her friends had plotted and kidnapped him to try and find out things about the initiative. " I can't believe you did this Buffy!" he said angrily as he stood up and began to pace. " But, Willow and Hostile 17?" he asked narrowing his eyes in concentration. " How?"

" Willow isn't a vampire, she was using a very powerful magic spell to appear vamp like." Buffy explained.

"Yeah but the Hostile, he is … and I saw him bite her.. but he's not supposed to be able to hurt anybody." Riley shook his head and looked at Buffy to explain.

Xander and Giles who both had been kept busy with an irate Harmony had been unable to aid Willow and Spike's battle with Oz. The two men were busy dodging Harmony's sharp nails. She wanted blood. Actually she appeared like she wanted to make them both suffer for Spike's indiscretion.

"Xander just use the holy water!" Giles yelped as Harmony kicked him in the groin sending him to the ground writhing in pain. "Back! Back!" Xander yelled, throwing the contents of the small vial on the enraged demon.

Harmony hissed, " Xander, I'm so going to make you pay for that, Geek Boy!" Harmony turned on her high heels and ran out of the crypt. Spike couldn't believe what was happening. It ranked up there with the time he was in the wheelchair when Angelus used to fuck Dru in front of him. This however felt even worse. Here was the mortal woman, his fire Goddess whom he had claimed, renouncing him. Could he blame her, he had vowed to protect her, keep her safe and he wasn't able to lift a finger to stop the dog-boy from slapping her? He was pathetic, he couldn't consider himself a demon, and he wasn't much of a man either. The stupid wolf at least had the balls to take what he considered his. She was better off without him.

"She's right," Spike said his voice tight with unleashed anger, "it didn't mean anything, just a little poke to pass the time, it wasn't anything worth repeating." He grinned wanting to hurt the wolf and her. Willow heard Spike's cruel words and she felt her newly healed heart break anew. She let go of Oz's leg and wrapped her arms about her knees her nakedness making her vulnerability all the more painful. "Oz, can we please leave? We can talk." Willow whispered looking at the dirty floor of the crypt. Part of her hoped that Oz would hit her again just so she could focus on the physical pain instead of the mental anguish.

Spike saw Willow visibly cringe at his words. His chest felt all tight and tingly once again. He tried to stand on shaky legs. Oz glared down at the huddled form of his old love. He was enraged that she had been intimate with Spike." Talk, I wouldn't even let you blow me baby! You're covered in his stench, filthy demon bitch." He growled and literally spat on her. Oz's head shot back from the force of the unexpected blow. " Argh…" Spike howled as he more or less fell into Oz and knocked him over. Oz lost his grip on the stake. He began to pummel Spike. Both men were growling and rolling around on the ground. "Stop, please stop," Willow cried, she was just about to join the fray in hopes of stopping Oz from dusting Spike.

Xander having heard and seen enough on the periphery managed to grab Oz by the back of his shirt and pull him off Spike. Oz started swinging at Xander as Spike lay bleeding on the ground.

"Xander was mighty pissed himself, nobody treated Willow like she was trash, nobody. He managed to connect with several powerful blows before Oz landed on his ass and lost consciousness.

"Are you all right?" Willow asked her voice cracking. Spike felt her hot tears dripping down onto his face. < Bloody hell, one look into her innocence eyes and I'm a pathetic poof! > Spike moaned in pain but managed to sit up enough so that he could gather Willow into his arms. "Shhhh, luv, 'tis all right." He mumbled softly into her ear as he rubbed her back.

"I thought he was going to kill you." Willow hiccuped between sobs as she clutched Spike's back. < His mate, his love, he wasn't about to let some stupid sod come between them. > Spike titled her chin,

" Don't cry pet, I'm fine. He hurt you, I'm so sorry, I wasn't able to stop him," he blurted out guiltily.

Spike ran his index finger over the mark he had placed on Willow's neck. <Can't even protect my mate! >

"Oh please, you too are going to make me barf," Xander interrupted. "For sanity's sake put some clothes on and Spike ditch the fang face. It's bad enough you and Willow are… are… are doing the naughty but, I don't want to watch you two kids kiss and make up. Xander turned his back on the duo and took hold of Oz's arms. "G-man, gonna make it, how bout giving me a hand?" He asked the green faced ex-watcher that leaned against the wall of the crypt. Giles nodded his head gingerly.

"We're gonna take Oz some where to cool off and then we expect to see you two over at Giles in say, thirty minutes or less… fully clothed." Xander grunted as he lifted Oz's legs. " Hey Giles, Does it feel like Oz has put on a little weight?" Xander asked mockingly.

Part 22

"I'm so sorry, I wasn't able to kill him for you Luv," Spike said wiping Willow's tears, managing to smear blood and dirt over her cheek. "Kill him?" Willow's bottom lip still quivered from her sobbing. "I don't want you to kill him," she replied sharply, her wet lashes blinked rapidly as she pulled out of Spike's embrace. She stood on shaky legs and moved towards the torn up bed.

Spike furrowed his human brow, " You still have feeling for him?" he hissed angrily as he staggered to stand. Willow caught Spike's accusing glare as her head popped out of his black tee as she slipped on to cover her nakedness. "I.. He was suprised, I think he though I was the other Willow." She tried to find some excuse that could explain how a man that she had loved could act with such hate and venom towards her.

"He was shocked to see us.. me.." Willow face reddened thinking exactly what was happening when her friends interrupted. She bent down and picked up her black leather hot pants. Spike was growing angrier, he put his hands on his hips. It was about time she understood what exactly Oz had done. " The stupid git found you with Riley, and will talk about what you were doing there alone with him later pet.. but the wolf, he knocked you out cold and came to the Watchers and..."

"You knew he was back? I thought Riley had hit me? You knew he was back and you suddenly decide to bring me to your old lair with Harmony for a quick shag?" Willow said accusingly, mimicking Spike angry stance. Willow's mind replayed Spike's harsh words. * 'Twas just a poke to pass the time, nothing worth repeating* <I can't believe I was so stupid to think.. All this I did to try and help him, secretly hoped he notice me. Well Rosenberg you got what you wished for! >

Willow waved her hand at the bed. "You did this to hurt and embarrass me, you knew he was back and you lied and you.." Willow bit her lip to keep from crying once again. < I can't believe she still cares for the stupid sod. He talked to her like she was some whore, smacked her and.. She still is defending him. Of course she still cares for him, he is acting like any worthy mate would act to get her back, remind her whose top dog. > Spike rolled his eyes and shook his head as he stared a whole in the floor. < I cant protect her, how can I keep my claim on her. > Spike hated himself, he hated the bloody soldiers who had done this to his head, he hated the stupid wolf, and he hated that she couldn't care for him.

"Enough!" he roared his human face changing to his demonic one. " You fucked a demon pet. What did you expect?" Willow wasn't going to cry in front of him. She turned and ran from the lair as fast as her bare feet would take her. Spike felt enraged, he so wanted to kill something. He picked up one of her thigh high boots and flung it against the cement wall. " Arghhhhh" he bellowed.

Buffy had brought Riley back to Giles. She tried to explain along the way about her role as slayer. Once they got back to Giles, Riley had used the phone to call Graham and tell him that everything was all right. Graham told him that Walsh was ape shit since he had been gone over twenty-four hours without word. Graham guessed it was about a girl. Riley explained that he would be back to the dorm in a few hours. He rang off and looked at Buffy. "I still don't think I'm really clear about this slayer thing nor do I understand how Willow got involved and what any of you are mixed up with Hostile 17." Riley lectured.

Giles and Xander entered. " Oh.. Oh. Buffy.. Who's your friend?" Xander tried to act innocently.

"It's OK Xander, I told him everything." Buffy explained.

"Everything?" Giles stuttered. " Oh dear."

"Where's Willow and Spike?" Buffy asked.

"Probably attached at the pelvis," Xander joked.

"Gross, seriously, Riley here said he saw Oz hit Willow and then he said that Spike came back a little while later and bit her." Buffy sighed, I think he got dehydrated or something and was hallucinating.

"I saw them both," Riley snapped and the Hostile.. er Spike isn't supposed to be able to bite and he is loose and dangerous."

"No, he definitely is not dangerous, Oz was kicking his pale ass." Xander commented. " However, Oz, he's another story altogether." Xander continued.

"Oz is back?" Buffy asked her eyebrow raised in surprise.

"Yeah, and he did see Willow with Riley," Xander explained Riley interrupted, yeah I told you, and he hit Willow chained her up and left. Spike came back all angry, pulled her from the chains and bit her."

"What? How? Where is Willow?" Buffy asked excitedly.

"I'm more concerned about what she and DeadboyJr., doing right now." Xander mumbled

"Giles, what the hell is going on?" Buffy huffed impatiently.

"Well, it seems that Riley witnessed Spike claiming Willow. Oz was convinced that Spike meant harm to her, and we along with a little help from Harmony,"

Giles winced, " tracked them down to their old lair. We actually interrupted their, er um.." Giles stuttered and blushed.

"They were having wild monkey sex and we interrupted, Oz freaked, attacked Willow and tried to kill Spike." Xander blurted out.

"What?" Buffy blanched and thought she might be sick.

"No!" she cried in disbelief.

Just as she was about to ask about Willow the door swung open. Willow's eyes were red, a nasty bruise was forming on her left cheek. She was out of breath, barefoot and looked like she was wearing Spike's black tee.

"Where's Oz?" she panted.

Willow was running away from the crypt towards Giles. She wished that if she could run far enough, fast enough the pain in her body would eclipse the pain of her torn out heart. As she raced barefoot across pavement and gravel her heartbeat pounded in her ears uttering ' fool' 'fool'.Willow couldn't believe that she had actually let herself believe that Spike could care about her, Willow Rosenberg. Willow chastised herself for coming up with the stupid 'I'm an uninhibited vamp'scheme, that she had hoped would both help Spike while letting him see her in a different light. When Willow woke up in bed with him, he seduced her with amative touches and welcome words of devotion. He had made her feel loved and desired and her body had responded in earth shattering intensity. As usual, nothing good every lasted for Willow, just seconds after the most intense orgasm of her life, her ex, her best friend, her mentor and her lover's ex just happen to pop up.Willow felt a wave of embarrassment as she recalled how Spike's erect penis had also popped up, how the soft skin felt against her breasts. Willow shook her head, and began to run faster.

Oz her first love, her first betrayer, after abandoning her for months shows up when Spike was pleasuring her. Oz was in a rage, Willow was afraid he was gonna stake Spike. She wondered if she could have handled the situation differently. <Like it's every day your ex- wolf boy friend comes back to find you sitting on a vampire's face, a vampire who once was your worst enemy. I was shocked to see Oz, then terrified he was gonna destroy Spike in his rage. I knew Spike couldn't fight him, I did the only thing I could think off, try and persuade Oz that my being with Spike was meaningless, a mistake, and try and get Oz to calm down to reason with him. < That plan failed miserably and you heard instead how meaningless you really are to Spike. He knew Oz was back, he just wanted to have his fun, and torment me in the process. I'm such a fool. I hate myself, He hurts me and yet I still don't want to see him dusted. I must be a complete masochist. >

Willow out of breath, chest heaving burst into Giles living room. Her eyes quickly took in the gang and Riley but no Oz. "Where's Oz? Willow panted afraid that he had somehow given Giles and Xander the slip and was loose after Spike.

"Willow, Oh God! Are you all right?" Buffy exclaimed worriedly taking in her best friend's disheveled state. " Giles and Xander said you and Spike had sex, it's not true right?"

" See look! You can see the bite marks!" Riley babbled and pointed at Willow's neck desperate to make Buffy believe what he had seen. " He's dangerous and on the loose!"

" Where's the dead Romeo anyway? " Xander asked.

Willow burst into tears.

Spike was in a fury. The stupid chip. <I'm unable to kill that dog, unable to protect Willow, I hate myself, and I've turned into a silly sod, much worse than the Poof ever was. I love the redheaded mortal. She's still in love with the little dog! > Spike ripped the sheets off the bed. He could still smell Willow's scent; he could still taste her feminine sweetness. <She's mine! I claimed her! I want her! > Spike then severed the 'do not remove under penalty of law tag' off the mattress and continued in tearing up the mattress, separating the foam and fiberfill, and tossing the bed springs about the now empty crypt. He bellowed his rage as he tossed about the lamp and upended a desk. Spike sat amid the destruction of the crypt holding one of Willow's leather thigh high boots. < I still feel bloody awful. I need a drink. > Spike stood up and tossed the boot dejectedly into the ruins.

" Willow, what happened?" Buffy asked in alarm

" Did something happen? Were you being pursued by something?" Giles questioned.

"Spike's on the rampage again and needs to be captured! I'll call the team." Riley said and moved toward the phone.

"No," Willow cried wiping her nose on the sleeve of Spike's black tee.

"Oz, where is he?" Willow asked again.

" He's tranquilized and chained up in the van Wills," Xander explained.

"We're not going to let him hurt you again, I promise."

"Where is Spike?" Buffy asked, not trusting the blond vamp as far as she could throw him.

"Yeah, I'm surprised he isn't…" Xander's words were cut off by Willow's breaking down once again.

Spike entered Willie's bar and ordered 2 bottles of blood and a bottle of tequila. Willie quickly gave Spike what he asked for and silently hoped the vamp wouldn't cause any trouble.

Xander walked down the stairs.

"Well, how is she?" Giles asked.

"Buffy's still sitting with her, she finally cried herself to sleep." Xander replied tightly. It killed him to see Willow so hurt. From what he gathered in between sobs, Spike had done a number on her. Willow was heart broken. Xander was there in the crypt during the X-rated soap opera scene. He had witnessed Willow trying to calm Oz down. He saw how Spike tried to defend Willow, and how the Vamp was reduced to a pile of vanilla pudding. He had heard Spike's nasty comment about how sex with Willow didn't mean anything. Xander knew that Spike was just shooting his mouth off . After all he Xander Harris was the King of Cretins, he knew a lot about shooting one's mouth off.

"I say, I call the team and we capture the hostile and stake his ass." Riley offered.

"NO! I'll handle it, GI Joe." Xander replied as he moved toward the door.

"Where are you going?" Giles asked curious that Xander would leave when Willow was so distraught.

" To give a certain vamp an attitude adjustment."

To be continued...

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