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Part two.....


Instead of doing what he obviously wanted her to do, Buffy
reached up and began to unbutton his shirt. If this was
going to be her one and only shot at sex, she wanted to
experience it fully.

Spike said nothing. He just smiled and waited patiently
while she worked at the buttons.

Once they were all undone, she parted the sides of the
red cotton shirt and began to pull his t-shirt out of the
waistband of his loosened jeans.

Her hands explored him, a little shyly. She pushed the
t-shirt up until she could see his bare chest. Underneath
the layers of clothing he usually wore, he was hiding
a very nice body.

Even though he was slender, he had good muscle
definition. His abdomen was particularly attractive, hard and
firm, with another layer of corded muscle above his trim
waist.

"Want me to take it off?" he asked.

Buffy nodded. "Uh-huh."

Obediently, Spike rose to his knees and pulled off the
red top shirt, tossing it on the ground. His t-shirt followed
after, but instead of dropping it, he rolled it into a ball and
placed it under the back of her head, making a small
pillow of it for her.

She was mesmerized by the sight of his body. Firm
and well built, and so masculine. He was, she had to
admit, beautifully made...with a wonderfully handsome
face to go along with the rest of the package.

"Sit up," he said suddenly. Moving back a little, he
took her hands and pulled her into a sitting position.

It would have been a good opportunity to try and escape,
but her head wasn't clear enough to realize it. The only
thing she could concentrate on was what they were about
to do.

"I want to see you, too," he murmured, reaching for the
hem of her sweater and pulling it up and off.

Buffy blushed under the intense scrutiny of his deep
blue eyes. Although it was embarrassing to be studied
so thoroughly, she was glad she was wearing nice under-
garments.

Her bra and panties were a matched set, light pink satin
with lace trim. They were almost brand new, and so had no
snags or worn spots on the bra, and no stains from her
period on the panties.

"You know," he said, his voice husky with desire, "you
really are very beautiful...and very sexy."

His words deepened her blush, but also pleased her, and
she smiled. Wanting to return the compliment, she
lowered her eyes from his probing gaze and whispered, "So
are you."

He appeared to be quite delighted with her demeanor. Placing
one finger beneath her chin, he tilted her face up. "Can I
kiss you?"

Buffy answered him by closing her eyes and offering him
her lips. He chuckled and leaned over. "Open your mouth a
little, kitten."

She parted her lips and waited.

Spike slid his hands into her hair and raised her face a
bit more. Their kiss started out gentle, but soon began to
change into a wildly possessive and passionate encounter.

Forcing her mouth to open more, he slipped his tongue
past the barrier of her moist lips and deeply inside of her
mouth, searching for hers.

Even though she wasn't experienced with the type of kiss
he was giving her, Buffy soon found that instinct and desire
could make up for a lack of first hand knowledge.

Her tongue played with his, twining around it and then
following it back into his mouth.

With a soft moan, he sucked on it sweetly.

While they continued to kiss, Spike reached behind
her and unfastened her bra with one smooth, practiced
motion. The lingerie slid down her arms, and he filled
both of his hands with the soft, warm mounds of her
breasts.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

No boy had ever touched her there before, not even on
top of her clothing, and Buffy was amazed at how good
it felt to have him play with her this way. He squeezed and
fondled, molding her flesh to the contours of his hands. Pushing
them together, he moved his thumbs back and forth over
the hard centers, coaxing a soft whimper from her throat.

It was the most intense pleasure her untried body had ever
known. Until....

Tearing his mouth from her trembling lips, Spike nuzzled
a trail of kisses over her cheek and down the side of her
neck. He tongued the hollow at the base of her throat,
then kissed the smooth skin between her breasts.

Buffy dragged in a sharp breath at the first touch of
his mouth on her sensitive nipples. He changed sides
frequently, giving each one ample attention as he went
from drawing slow circles around them, to flicking his
tongue rapidly back and forth.

Dizzy at the hot waves that rolled up and down her
spine, she arched her back, wanting a deeper touch,
but unable to articulate her desire.

He seemed to know what she wanted, and he opened
his mouth around one nipple, suckling it voraciously.

Oh. Oh, yes. This is what she'd wanted to feel. This
mind numbing thrill that began at the place his lips
were fastened, then radiated through her body, all
the way to her very fingertips.

Spike released the rose colored bud from his mouth
and went searching for it's twin. Taking it in deeply, he
swirled his tongue around and around, then bit down
on it gently.

"D'ya like that?" he whispered against her skin.

"Yes."

"Good."

Raising his head, he positioned her on her knees
and placed one hand on the back of her head, drawing
her forward. "You do it, too."

She blushed from her hairline to her toes, but moved
to do as he wanted. Extending her tongue, she imitated
his previous touches, licking and sucking the light
brown circles on his chest.

"Mmmm...that tongue of yours is so sweet," he
said, stroking her hair softly.

Buffy grinned, pleased by his words. "It is?"

"Yes," he laughed. "It is. Oh...more, baby. Go lower
down."

She complied, trailing her tongue down the middle
of his chest as her fingers gripped his waist.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~


"Lie back, now. I want to show you something."

Buffy pulled away, letting him maneuver her down onto
her back. She tensed slightly when he began to unbutton
her jeans.

Spike felt her stiffening, and looked up at her. "S'all right,
kitten. Just relax. I'm going to make you feel very good."

Willing her limbs to soften beneath his touch, she felt
the cool denim slide down her hips, over her thighs, and
then off her completely. Her heart beat began to pick up
significantly as she came face to face with the knowledge
that she was lying on the ground, wearing nothing but her
black leather boots and a pair of lacy underpants.

Which he was pulling down!!!

"These are very pretty," he said, smiling wickedly. "But
they're in my way." He tugged them off and lifted them to
his nose, inhaling her scent. "Mmm," he murmured appreciatively.
"Makes me dizzy." Winking at her, he stuffed the scrap of lace
into the back pocket of his jeans.

Buffy was about to protest this theft of her underwear, when
she remembered that she'd be dead soon, and would have no
real use for them anymore. She could only hope that whoever
handled her body at the funeral home would be make certain
that they were replaced.

Spike was moving his hands down her outer thighs. "The boots
can stay on," he said, cocking his head to one side. "They're
sexier than hell."

Slipping his hands between her legs, he pried them apart. Buffy
instinctively resisted, and he had to apply some real pressure
to get where he wanted.

When he had her legs spread, he settled between them. "I
want to taste you," he informed her, making himself at home.

Buffy's entire body turned red, as the hot blood
rushed to all her extremities.

"Do what?" she asked, her voice squeaky as a
nervous mouse cornered by a cat.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~


Spike paused, looking up at her. He had forgotten
for a moment who and what he was dealing with
here.

Virginal little slayers couldn't be expected to know all
the different variations of the sex act. This girl, for all her
toughness and fierce fighting ability, was totally innocent
when it came to matters of the flesh.

And, tonight, it was his job to teach her. To explain...and
to demonstrate...everything.

**Oh, this night is just getting better and better.**


TBC....

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