Author’s Note: This is a AU story based on the 3rd season. If anything seems out of place, I’ve probably chosen to ignore it, as I’ve pretty much chucked canon out the window. If that bothers you, please consider yourself warned. I’d also like to give a big thanks to my beta, Melissa, who gave me some positive feedback.

Disclaimer: I do not own any of these characters, as much as it would be nice to take Spike home... Joss owns them all, and I’m fine with that as long as I can borrow them every now and then.

Feedback: Yes please! Reviews are always welcome, as long as they’re intelligently put (constructive criticism is also welcome). No flames, please, as this is my first attempt at PWP.

Under a veil of shadows, the demon watched his prey approach. Amber eyes gleaming, he stretched out his heightened senses to see her, to smell her, to feel her. He almost had her within his reach--tonight, he would feast on her blood, her fear, her...

"Spike! Get your ass out here now--I know you're hiding behind that tree!"

This was all Buffy needed to cap off her crappy day. Argument with mother? Check. Forget purse at home? Check. Get sunburn of a lifetime? Check. And now... Meet up with the most annoying vampire on earth? Check. She so needed to go to bed and pretend that this day never happened. She leaned back against a headstone and waited for the bleached wonder to move out where she could see him.

Something about the Slayer was off. As he walked out from behind the elm, duster billowing behind him, Spike eyed her over. Finally clueing in to what was different, a malicious sneer curled at the corners of his lips. Instead of the usual cute tank top and short shorts (well, she may be the Slayer, but you can't expect him not to notice something like that!), she had on a shapeless T-shirt and a pair of baggy sports shorts. "What's wrong, Slayer? Run out of your 'Whores-R-Us' outfits?"

His head snapped back at the contact made with her fist. "Bloody hell! What is it with you and my nose?" He dragged his fingers under his bloodied nose. Looking her straight in the eye, he brought them to his lips and slowly cleaned them off, cool tongue tracing their long and slender outline.

And, yet again, their eternal dance began. Spike threw a punch that Buffy easily ducked while aiming a roundhouse kick to his mid-section. Catching her foot, the vampire managed to hold her in place long enough to land a kick of his own and sweep his opponent off her feet. Jumping back to an upright position, the Slayer got in a few good punches before being grabbed by her shoulders.

Searing pain coursing through her, she let out a blood-curdling scream and pulled away from the bleached vamp's grasp. Tears welled in her eyes as she muttered a prayer of 'oh Gods' and 'ouch's.

Spike held back, watching the Slayer carefully. When he was sure she wasn't going to self-destruct he smiled to himself, proud that he'd caused her so much pain. All that time, he'd tried to kick her, punch her, but her weak spot had been her... shoulders? Nah, that really didn't make any sense. He leaned back against a headstone and watched as she walked over to the Potfield mausoleum and began to lean against it, sighing.

Buffy could feel him staring at her, but she didn't care. He'd happened to grab her where her burn was the worst, and now she needed something to cool her down. What better than the stone walls of a mausoleum? Well, maybe marble, but she wasn't going to get down on all fours to rub against the smaller markers. No, she wasn't going to give the bleached wonder the satisfaction of witnessing anything as debasing as that. Patience finally worn thin, she cursed at him. "Oh, go ahead and enjoy this while you can, Spike. When this sunburn goes away, you've got a date with a sharp piece of wood." She turned around so that her back rested against the cold wall, hoping that he wouldn't notice that she wasn't wearing a bra.

The vampire's face was awash in an orange glow as he lit himself a cigarette. The humour in the situation was apparent in his face. "So that'd explain why you're not wearing a bra, then would it?" He'd rather get staked than let her know that that had thrown him off his game, so he did the next best thing--taunt her about it. "Thought you'd decided to go au naturel there for a while, like those granola-eating flakes."

Ok, so her day was getting worse. Exponentially worse. The Slayer groaned and hid her face in her hands. "Ugh. So I fell asleep sunbathing. It was so nice out--there was a warm breeze, I was reading a good book, and I figured I'd rest my eyes for a while. Two hours later, it's Buffy thermidore." She raised her eyes to the sky, whining. "I've learned my lesson! Please make this day go away..."

Some sick, demented, part of Spike felt sorry for her. Maybe it was residual William, maybe not. For some reason he couldn't fathom, he wanted to help her. He watched her as she sat there, leaning against that mausoleum, nearly in tears from the pain. Ponce, he thought to himself as he tossed away the remains of his fag. A creature of impulsive nature, he acted on his mood before thinking it over. "Ok Slayer, get up."

Buffy looked up at the vamp's proffered hand. She hardened her features and ignored his offer, standing up on her own. Stupid bleached jerk--wouldn't give me a break even if I was bleeding out of my eyes... She poised herself for attack, legs spread shoulder width and hands out in front of her.

Spike turned and walked away. "Come on, Slayer. I'm not going to fight you. Not tonight, anyway." His lean form left the cemetery grounds, not looking back to see if she was following. He stopped under a streetlight, waiting for her to catch up to him. Although they were enemies, he knew the Slayer all too well. She wouldn't be able to resist the curiosity of what he had in mind for her, whether it would be to help or to hinder. He eventually sensed her behind him, heart beating a little quicker because of her pain and the fight they'd just had.

She didn't know why she'd followed him. Common sense dictated that she should ignore him and go have herself a nice cool shower to alleviate the pain of the sunburn. Stupid UV rays, she thought to herself. He'd stopped under the light at the corner of Wilkinson and 8th Street--he seemed to be waiting for her. Trying to appear nonchalant, she crossed her arms over her chest, wincing at the feeling of skin rubbing against skin. "Ok, Spike--spill. Why should I follow you, instead of going home and giving my nerves a rest?"

Fighting the urge to lunge at her, the vampire took a quick step towards her, and gently grabbed her wrist, holding her arm out straight. When she flinched and tried to pull back, he growled. "Calm down, Slayer. I just want to see how bad this burn is. Couldn't really tell out there in the cemetery." He tugged her shirtsleeve up, not allowing it to rub against her arm or shoulder, and took in a breath. "Cor--you really weren't joking, were you?"

Her sarcastic reply was automatic. "Oh, of course I was. I'm faking. That's just some red body paint that I put on so you would pay attention to me." She yelped as she felt the sleeve roughly dragged back down.

"You know, I'm about to offer you a favour, Slayer. For some cosmically unknown reason, I actually feel pity for you. Maybe it's because I've been burned before--hurts like a bloody bitch, it does. But if you think you're too high and mighty to put aside differences and hold that tongue of yours in check, I can always go back to Dru and have myself a nice snog. It would probably increase my pleasure knowing you're out here in pain." He didn't know why her reply had stung him so. It wasn't as if they'd never verbally sparred before, but this time her barb had pierced his armor. He was of a mind to make good on his threat to go back to Dru and leave Buffy here, under the streetlight.

Which led him to think of what his offer entailed. Would Dru be able to sense what he had planned? Maybe Miss Edith or the stars would tell her... Bleedin' hell--I'm getting to be as barmy as Dru herself. I really do need to get out on my own more often.

Buffy watched Spike's face as he stood there, wheels turning around in his brain. She was in so much pain that she decided that things couldn't get much worse with his offer. Some small part of her actually believed his story. Being a vampire, he would probably know how to soothe burns--after all, he was of the easily crisped variety.

"Ok, say I accept your offer. What do you want in exchange? I don't have any money, and I don't actually own anything of value. So, what'll it be?"

Spike was stumped for all of twenty seconds before the answer came to him. His face grew serious. "I want you to promise not to stake Dru. She's not well--and I don't mean mentally, 'cause that's a given. Her body's weak and she couldn't defend herself if you or any of your superfriends come by her."

He was dead serious, and she knew it. She couldn't believe it. Letting out a sharp laugh, she asked: "You're kidding, right? You're asking me to ignore one of the most dangerous vampires in Sunnydale? Sorry, but the deal's off. I'll just go home and soak my aching skin in baking soda and cool water." She knew she was being irrational--Dru was far from being dangerous. Well, maybe to herself, but not to anyone else--not in her 'condition'. What irked Buffy most was that this non-souled evil undead loved someone so much that he'd do anything for her. And that left her to think of her own non-existent love life.

It was all so unfair...

He'd wished there was a slim chance that she'd take him on his offer. It wasn't much to ask, as Dru never really left their lair anyway... Taking on an air of indifference, he swept his hand in the air. "Fine with me, pet. I'll just go back to that dangerous, threatening girlfriend of mine. Have fun with your calamine." He turned around to leave, a bit upset that she hadn't taken up his offer. Somehow, he'd imagined that it would have been more than worthwhile...

Buffy bit her lip as potentially the only chance at easing her pain turned to leave. As she watched his silhouette disappear in the shadows, she called out. "How 'bout we meet in the middle, Spike?" When he paused mid-step, she knew he was listening. "As long as she's still sick--physically--I'll make sure Dru isn't unnecessarily... harassed. The truce, if you want to call it that, disappears the minute she either seriously threatens someone's well being, or she's cured from whatever's making her sick." She stood her ground, staring at his back.

It was the best offer he'd get, and he knew it. Actually, he was surprised she'd given in to his request--he knew she must've been in intense pain to go along with it. "Right, pet. It's a deal then." He turned to look at her and nodded ahead of him. "Follow me--we've got a bit of a walk ahead of us."

***

They walked, side by side, in comfortable silence for about half an hour before Buffy's Slayer sense kicked in. She had no idea where they were heading, but she was becoming gradually apprehensive. They were out of the city, past where the streetlights ended, nearing the woods. Maybe this really was some ploy to kill her after all. Wouldn't be too hard--all Spike had to do was give her a good solid pat on the back.

When the vampire turned off the road and walked towards the woods, she spoke up. "Ok, Spike. Where the hell are we going?" No longer able to cross her arms because of the burn, she put her hands on her hips. Yeah, that was her second best pissed off pose. It would do just fine.

The bleached blonde pointed out ahead of them. "Over that hill there's a cave. That's where we're headed." Just as the Slayer opened her mouth to voice an obviously negative comment, he cut her off. "And no, this isn't some trick or some such nonsense. You'll see when we get there. Now come on before I lose interest. At this rate, we'll be here all night. I don't fancy havin' to hightail it at sunrise." He walked off in the direction in which he had pointed, and disappeared in the brush.

Grumbling, Buffy jogged to catch up to him. When they reached the top of the small hill, she could see the cave. It was well hidden, covered in moss and vines, but was easy to find if you were looking for it.

He still couldn't believe that he was going to let the Slayer in on his and Dru's little secret. Here they were, at the entrance to the cave, facing each other--both nervous, but both trying to retain an air of nonchalance. Spike watched her as she reached out behind her and grabbed a stake that she'd hidden in the waistband of her shorts. He raised his eyebrows but didn't say anything. Turning to face the darkness of the cave, he lit his lighter and sighed. "I'd say 'after you', but I doubt you'd trust me enough to take me up on it. Just follow closely and try not to trip on any stray stones. I don't fancy getting hit by any flying stakes."

They were only about 10 feet inside the cave before Buffy felt a noticeable drop in temperature. It felt nice against the heat of her skin, and she felt herself relax a little. The arm that had held the stake upright fell down to her side, and she diverted part of her attention to peering at the cave walls. Not much to be seen--not like there would be Neanderthal paintings or anything. She stifled a giggle as the image of a vampire caveman came to mind.

Spike knew they were getting close to their destination. The temperature dropped even more, and the trickle of underground water could be heard. Just as he was about to break the silence, he heard an "oof!" followed by some colourful language. Leave it to the Slayer to trip when he'd told her to be careful. Pocketing his lighter, he turned to help her up. He hadn't really needed the extra light, as he knew the layout of the cavern and could still see well enough with his heightened sight, but he'd gathered that it might make Buffy feel more at ease to see where they were going.

That stupid rock had jumped out and tripped her--she was sure of it. Although her attention had been focussed on the walls--not on the vampire ahead of her, with his duster flowing behind him, and his hair all golden in the light of the small flame--Buffy could swear that the path was clear of rubble. She'd scraped her knees and the palms of her hands--she could feel them burning. What she hadn't expected, though, was for the source of light to go out. Stupid vampire--betcha he was just waiting for this to happen...

She let out a sharp breath when she felt cold hands on her tender skin. Buffy hadn't seen or heard the vampire approach, and because of this she didn't have time to temper her body's reaction to his proximity. She felt herself flush as he gingerly helped her to a standing position. Her heart was beating fast, and although the ambient air was cool she felt hot. She couldn't see a thing--still, she knew his body was mere inches from hers. The scent of tobacco, leather, and that scent that was Spike's own assaulted her senses. Both his hands were on her, holding her steady and, strangely enough, making her feel safe. When she felt his breath tickling her ear in short, shallow gasps, she knew she wasn't the only one who was affected by their contact.

Spike now realized that maybe this hadn't been the cleverest of ideas. Their bodies were almost touching now, and he was doused in her heat. Her pulse was racing, her blood calling out to him. It had been so long since he'd been with a human... Shocked at his reaction to the Slayer, he pulled his arms away and turned around. This was wrong--his intentions had been about as noble as they could (for Spike, anyhow), and he had Dru resting in their lair. He couldn't betray her by having a go at it with the Slayer. Although, with his dark princess' weakened condition there hadn't been much of that going on, and she certainly wouldn't fly off the handle if he found his release elsewhere...

Buffy almost groaned out loud at the lost of cool contact. He must have felt her reaction to his touch, and was repulsed by it. Of course, that had to be it--why would a master vampire have any tender feelings for the Slayer? Upset with her body's betrayal, she broke their uncomfortable silence. "So..." she bit her lip, trying to think of something to say. Gee, that felt kinda nice wouldn't quite cut it. "...What's so special about this cave? It's cold, it's damp, and it's dark. Pretty much looks like a regular cave to me."

Flicking his lighter back on, the bleached vampire shed some light on a small pool just a few feet from where they were standing. He tried not to concentrate on the flush of the Slayer's cheeks, on the look she gave him when their eyes made contact, or on her petite frame that looked good no matter what she was wearing. Turning his attention back to the pool, he explained. "See that pool there? Can't explain it, but it's got some sort of healin' powers. Dru got wind of it from Miss Edith, or the stars, or some other barmy source, but she knew exactly where to find it." He turned back to Buffy, his face pained. "Dru has a bad habit of wanting to go see the stars. In mid daytime. Needless to say, we've had to tend to some pretty bad burns. Yours aren't too bad compared to some of the ones she's had. I figure you just need to soak for a hour or so and you'll be right as rain."

Curious, the young woman walked over to the pool, crouched at its side and dipped her hand in it. Almost immediately, she felt a cooling sensation run through her veins. No, she couldn't explain it either, but it sure felt wonderful. She sat on its edge and dangled her legs in its cool depths.

Spike watched her for a moment, before clearing his throat. "Uh, Slayer? It works much better if you actually get into the pool."

Buffy kicked at the water a few times. "Yeah, I know, but I don't have a change of clothing." Before she knew it, the light had gone out and the whole cave was once again immersed in darkness.

The catch in his voice belied the calmness he was aiming for. "You don't need a change of clothes, Slayer. Just take them off and hop in--it's almost pitch in here anyway. Your virtue is safe." He watched her pull herself to a standing position, and turn in his direction as if to call him on his bluff.

She knew he was lying. With her human vision, she could see shadows--the darkness of the pool, the larger boulders off to their right. With his vampiric vision, this must have been like daylight to him. The Slayer in her screamed to dust him, right there and then. How dare he lie to her, and try to make her his personal peep show? He was a monster, an evil aberration of nature.

However, a smaller voice--that of Buffy, the woman--told the Slayer to can it. Yes, he was a demon, but a really sexy, well-built demon. She decided to play along, pretending to be clueless. "Uh, ok. As long as you really can't see anything."

The vampire bit his lip, biting back a growl. He felt himself harden at the thought of her disrobing. "Don't worry, luv. Can't see a thing." Not yet, anyway.

Buffy began to tug at her top when an idea came to mind. Two could play at deception...

Whining, she made a dramatic show of twisting and turning. In the sweetest helpless maiden voice she could drum up, she asked: "Spike? Can you come give me a hand? My burn's too bad and I can't take this off by myself." There--take that!

Had he a heart, it would have skipped a beat. The sight alone of the Slayer taking her top off--without a bra on--was hard enough to take. Now she was actually asking him to help her, to be near her, to touch her... Calmly, Spike walked over to Buffy and lifted her arms straight up over her head. This was one of those moments in unlife when he honestly thanked the powers that be that he had been divested of his humanity. How could he have hidden from her the racing of his heart, the shaking of his hands, the slick sheen of his sweat? He was already having a hard enough time controlling his unnecessary breathing without having to worry about any additional giveaways.

When she felt his hands on her waist, bunching up the soft cotton of her T-shirt, Buffy realized that the rules of her little game had shot right out of the window. Her breathing was shallow and labored as the fabric slowly slid up her torso. She looked up and noticed that his eyes were focussed not on the expanse of skin, which was now visible, but on her own hazel eyes.

This whole situation would have been so much easier to handle if he'd been leering at her stomach.

He knew, when they locked gazes, that his ruse was up. He could see her, and she knew that. Of course, now he realized that she could see him as well. Oh well, always been a pisser of a liar. As he moved the cotton higher and higher, he was surprised to find that he wasn't tempted to sneak a peek. Not with her looking at him like that, so open and... lustful? Spike pushed the thought aside as a figment of his overactive libido. So she was breathing hard; so she was staring him in the eye as he undressed her; so she was clearly aroused, from what he could smell. It didn't necessarily mean that she wanted him...

Ok, maybe it wasn't his imagination after all.

She'd been divested of her shirt and stood in front of her mortal enemy without shame. His eyes, which she'd noticed more than once as being a beautiful shade of sky blue, were now black with desire. Cool fingers traced the curves of her breasts, circling the hard nipples and sliding in the sweat underneath them. Sure, it was cold, but she was hotter than hell at that moment. A rough voice, which sounded as desirous as she felt, snapped her back to attention.

"Do you need help with anything else?" God, could he sound any more pathetic? That line must have come from a dozen of the worst porn flicks he'd ever seen. If she didn't laugh out loud, he was sure she was going to end it all right there. His body hummed with the need to touch her, the need to feel her heat. He needed to be surrounded by her, writhing in delirious abandon. Shifting to ease the pressure on his erection, he watched her eyes flick to just below his waist. Surely she couldn't tell, not in the dark...

Buffy was ready to give up on the teasing. Just pull Spike to her, rip his clothes off and have him take her. Yup--right there on the dirt, rocks poking in her back, bugs crawling all around them. She didn't really care anymore. She'd always wondered what he looked like without any clothes on. Although said clothing left little to the imagination--she'd caught herself watching the play of his back muscles more than once--she still needed to see his milky skin, kiss those rock-hard abs she'd kicked many a time, run her tongue up his...

Was he a natural blonde? Nah, she told herself, his eyebrows are brown. But she didn't want to assume anything. That little Willow-esque part of her, the little inquisitorial part, needed to see for herself. Kind of like scientific research.

She hadn't answered his question yet, and Spike was getting nervous. Surely she wouldn't be cruel enough to tease him and then let him down, would she? He remained motionless, waiting for her reply. Her gaze raked up and down his body, and he felt proud of his physique. Not an ounce of fat on this vampire--he was a sleek predator, through and through.

"My pants."

Huh? "Pardon me, ducks?" She didn't really mean what he thought she meant, did she?

Let's try again, shall we, 'cause someone's a bit distracted. "My pants. I need help removing them." Gathering the courage from God-knows-where (maybe her inner slut, who knew?), she dragged her finger down the valley between her breasts, over the expanse of her flat tummy, and down to the shorts' waistband. "Do you think you're up to the task?"

The sight of her teasing him like that was more than a vampire could take. Especially one who hadn't had a good shag in what seemed like ages. What he wanted to do was say "Fuck it", rush over to her and pound her until they were both black and blue. His mind's image of a writhing, sweaty Slayer being slammed into the ground made him harder than marble. He fought the urge, however, and decided to take an altogether different approach. One that could be followed by the pounding, if things went well.

For a moment, it looked like he was going to rush her. His eyes had gleamed yellow, and his body had tensed. A small part of her--a very small part of her--had been excited by the idea of being ravaged by a very horny vampire in game face. But he seemed to collect himself, and this relieved the main part of Buffy. She watched him remove his duster and drape it over a large boulder. He pinned her with a steady gaze and walked over to where she was standing.

She expected him to say something rude, or to pull her pants down and try to have sex with her on the spot. After all, she didn't exactly have that much experience in this kind of thing. One night with Angel--straight mission position, lots of grunting, over rather quickly. That was it.

What she didn't expect was for Spike to lean down and place a chaste kiss on her lips. So soft, so light, she could have thought it was her imagination. He pulled away, smiled shyly, and bent down a little further, placing kisses at the tops of her breasts, cool mouth against hot skin. She didn't have a sunburn on her chest, but she was feeling like it was on fire. The kind of burning only brought upon by ice. He continued his ministrations on her breasts, slowly licking one while gently teasing the other with his fingers. His tongue slid down between her breasts and down her stomach to her belly button. Her breath caught in disappointment as she felt the absence of his touch.

Spike concentrated on kneeling, all the while trying to reign in his demon. It wanted, no needed, instant gratification, but he was going to deny it that pleasure. Anyway, sex was always so much better with hours of foreplay. Ok, maybe he couldn't last hours, but he certainly didn't want to make her believe otherwise.

When he knelt in front of her, her tummy at his eye level, the strong scent of her arousal hit him. Unable to stop himself, he inhaled deeply before bringing his gaze up to hers. Her own hazel orbs were now almost completely black. He fought the urge to rip her shorts off and brought his mouth back up to her bellybutton. Her fingers played in his bleached locks as his tongue probed her navel, picking up the salty tang of her sweat. He reached up and slid two fingers in the waistband of her pants, slowly pulling them and her underwear down.

Buffy was having a very hard time standing up. The effect of his touch on her skin was electrifying, and her arousal was making her dizzy. When he knelt in front of her and began to pull her shorts down, following its path with a trail of kisses, she seriously thought she was going to faint. Why hadn't Angel ever done anything like this?

Her knees finally gave out when she felt a cold flick against her clit. "Oh God, Spike" was about all she could mutter before she felt herself nearly topple over. She pulled his head away from her curls and, lifting him to a stand, began to pull his clothes off. The signature black T-shirt nearly ripped as it was yanked over the vampire's head, and his jeans, as tight as they were, almost flew off of their own volition.

She was pawing at him like a wild animal, passion having gotten the best of her. Although it chuffed him to see that he had such an effect on her, he wasn't about to cut their little foreplay session short. "Wait, luv. Best not to rush these things." He placed a digit over her lips, to keep her from saying anything. "Now let's get you into that water--might as well heal your burn while we scratch your itch."