A/N: Semi-short but super smutty/fluffy chapter to make up for the uber-angst that was chapter 11. Hope you enjoy, there’s quite a bit more to happen, so don’t get too comfortable. And just because Spike and Buffy are together, I won’t be abandoning the other characters, I think these two just needed some alone time. Thanks so much for all the reviews, keep ‘em comin’!

-Bob Dylan, On a Night Like This

Spike had been slowly coming awake for almost an hour. He felt Buffy cuddled up next to him and he couldn't bring himself to come fully aware. He watched her with lazy eyes as she slowly came awake next to him. She smiled slowly when they made eye contact and snuggled deeper into his arms.

"Morning," she whispered into his ear causing his half erect cock to swell.

"Morning, luv." He placed a few soft kisses on her neck and breathed in her scent. "Thank you."

Buffy smiled into the curve of his neck. "Do you feel better this morning?"

"I don't think I've ever gotten through the night without it coming up. I've never felt better in the morning."

They were silent after that, just shifting little by little to make themselves more comfortable or to try at a subtle rub to ease their growing arousal. They swept their lips over necks and cheeks and shoulders, but they never met.

They had been lying side by side but as time went on Spike had maneuvered his way on top of her. It was lazy and slow and inarguably the most satisfying snog Spike had ever had the pleasure of. They were both caught somewhere between sleep and waking and the dreaminess of the whole situation made it so easy for them to keep themselves right on the brink without it being unbearably frustrating.

Finally, Spike broke. "May I kiss you, Buffy?" he asked, his lips whispering against her cheek.

She smiled slowly and captured his bottom lip in her teeth. He moaned lightly and she echoed when he ground himself between her legs. Their lips played against each other without parting for what, to them, seemed like hours. Finally Buffy's tongue swept out to taste him and he opened his mouth to give her access as his own tongue came out to play. They deepened the kiss without quickening the pace. They panted and moaned softly, their bodies undulating slowly.

"Oh, Buffy, you feel so good, and I want you so much..." His voice caught as she reached between them and grasped his swollen cock.

"Yes, Spike, I want you too." She stroked him slowly and rubbed herself against his thigh until his hand reached into her pants and made her cry out.

"So wet, so hot... Do you feel how hard I am, baby? It's all for you, just thinking 'bout you, luv, makes me so bloody hard." His fingers circled her clit as he brought his other hand up to squeeze her breast lightly. He thrust into her hand and kissed her deeply, trying to convey how deeply he felt. "You make me feel so good."

Buffy pushed him lightly onto his back and straddled him then tugged on his shirt until he lifted his arms so that she could take it off. He brought his hands to her thighs and rubbed up and down stopping to grip her ass and pull her to him on the way down. She ran her hands slowly and up and down his chest brushing over his nipples, when he gasped softly at that she smiled wickedly and bent down. Her tongue darted out to flick lightly at them and he hissed sharply pushing his cock harder against her. She bit down softly and sucked reveling in his writhing and moaning beneath her.

"Buffy, Buffy wait... I want.. I want..."

She moved from his nipples and licked the underside of his jaw. "Yes?"

"I need to stop."

That was probably the very last thing she thought he was going to say. She pulled up and looked him in the eyes. "I mean... I mean, we should wait. I want to wait."

Buffy cursed herself for starting anything after all he'd told her last night. He'd used sex for comfort, punishment, hiding, and money. She should have known that it would be a mistake to start a sexual relationship while he wasn't sure how to have a healthy one. She moved to get off of him but he held her down.

"Wait, we don't have to stop entirely. Just, nipples are kind of sensitive."

She couldn't help but giggle at his strained expression. She knew he was trying desperately to restrain himself. He glared and she leaned down to kiss the look off his face. "Looks like you're a little sensitive all over, huh?"

He leaned up and kissed her again, cupping her face in his hands. "I love you, Buffy."

She didn't say anything, just kissed him back and started to explore his body. She wasn't sure why she was so hesitant to admit it to him, but there was something holding her back. She didn't want to hurt him, but she couldn't say something like that to him unless she was absolutely certain, that would be worse in the end.

She motioned for him to lay back and relax as she moved from his lips to kiss the top of his head working her way down. She kissed around his nipples and he moaned every time she got anywhere close, groaning in disappointment when she skipped them. She licked down his stomach and spent a lot of time at his navel due to the increase in his breathing and the volume of his moans. She looked into his eyes and she kissed the seriously prominent bulge in his pants softly.

"Ooohhh, pet, I'll make a mess if you don't stop looking at me like that." She grinned and moved to his legs. She finally reached his feet and almost laughed at his yelp that turned quickly into an impassioned groan when she took a toe in her mouth.

She moved back up and pulled his side so that he would roll over. When she gasped softly he sat up abruptly and tried to find his shirt and pull it over his head. "Sorry, sorry, I should go..." He let out a shaky breath and pulled away from her totally. "I'm sorry about that, didn't want you to see. I need to go."

"Spike wait." He looked back at her and she cursed her reaction to the scars. "Come back her and take that off. I'm sorry, I was just surprised." His eyes were vulnerable and sad and she kissed him softly trying to reassure him as she slowly pulled his shirt back up. "Lay down, baby."

She straddled his thighs and leaned down to examine his back more closely. Thin white lines crisscrossed his entire back with on jagged and thick scar dipping below the waistband of his pants. She was amazed that she had missed them before, but she realized she'd only seen him twice briefly without a shirt and once was dark. When she bent down and began to trace them with her lips Spike sighed.

"Buffy....Buffy you're so beautiful."

She grinned against his skin. "You aren't even looking at me?" she whispered softly.

He shook his head. "Don't have to, luv. You surround me."

She continued her trek across his back and she felt all the tension drain out of his body, and in turn, hers. "Why do you trust me so much?"

He was silent for a moment. "You know why, Buffy." He wasn't about to tell her again. Twice he'd been rejected, and though he didn't blame her, it did upset him a little that he'd been baring his soul to her since the moment he met her and she couldn't even acknowledge it. He understood that it might not be possible for her to care that deeply for him after everything he'd told her and everything he'd done, but at least she wouldn't leave him, and he wouldn't have to share her with anyone.

After his words, they didn't speak again. She traced every scar on his back and when he turned over, she could see the wonder in his eyes. He kissed her like he was pouring his entire being into her and then rested his head against hers.

"Go out with me tonight?"

"Of course."

"At eight?"

"Sounds perfect."

He kissed her soundly again, grinned and was gone. Buffy flopped back onto her bed and couldn't help the smile that spread across her face.

***

As soon as Anya announced her spotting of a grinning Spike leaving Buffy's room shirtless that morning, the questions hadn't stopped. Both refused to give any details and though Tara, Willow and Xander were all curious, Anya was the most upset about their tight lips.

By the time eight o'clock rolled around Anya was the only one still trying to get some information. Spike and Buffy just smiled at each other and walked out to his new car, slamming the door in her frustrated face.

"Have a good day, luv?"

Buffy gave him a soft kiss when he opened the door for her. "Kind of anxious, but I had a great morning to help me get through."

Spike smirked proudly and got in the other side. His smile brightened when she moved next to him in the bench seat. He put his arm around her and pulled out.

***

The evening had been perfect. They'd been able to have entirely angst free conversation all night. Buffy had been a little nervous that they had only the strange and strong sexual attraction and the drama between them, but her date with Spike had proved that they could make each other laugh just as much, if not more, than make each other cry.

They walked to the door to his room and stood a little awkwardly. They had both agreed that starting something serious sexually would lead to nothing but badness, but they hadn't decided on what exactly "seriously sexual" was. Could they just kiss? Were they going to worry about which base they were rounding? It seemed so unbelievably high schoolish that she doubted the whole thing many times during the night. Of course her doubts could have also stemmed from a serious uncomfortable wetness in her panties from being in close proximity with him all night. She knew he felt the same way, at least if the bulge in the front of his jeans was any indication.

They were currently plastered to each other in the hallway trying to pry themselves away but unable to. Finally Spike pulled back a bit and faced her with his head leaning against hers.

"Think we should talk about some rules or something?"

Buffy nodded vigorously and he pulled her into his room. Immediately upon entrance he had her pushed up against the door with his leg between hers and she riding his thigh like there was no tomorrow. His hardness pushed against her hip and he groaned as she rolled her hips.

"Weren't we supposed to talk?"

Buffy nodded again and tried to catch her breath as his hands played with her nipples in a way that made breathing almost impossible. "Yeah... maybe...maybe we should move apart."

Spike nodded but didn't stop rubbing against her. "On the count of three." He pulled her against his cock hard and she moaned as her clit came into exquisite contact with his thigh.

"One....Two....Three."

Spike wrenched himself away from her and forced himself into his desk chair. Buffy caught her breath and moved to the bed. She saw him start to adjust himself so that he wouldn't be in too much pain and she looked away. Just the sight of him panting and hard made her desperate to jump him.

"Ok... So we should set some boundaries."

"Yeah, boundaries. Boundaries are of the good."

They were silent for a moment and Spike sighed. "Oh, for Christ's sake, Buffy. I don't know if I can see you all the time and not just bend you over the bloody kitchen table."

She smiled and looked at him. "Yeah, I am pretty irresistible.”

“Yeah,” he practically growled, and she felt her panties soak completely through.

“Spike, I don’t want to ruin anything because we couldn’t control our hormones.”

He calmed at that and looked down. “I know, I feel like if we go too far too fast I’ll just be using it to keep from really knowing you.”

“So we’re sure there will be no sex having until we’re sure that we’re ready.”

“Right, and I don’t wanna push you too far about anythin’ else either, pet. Just want you to be comfortable.”

“I think we should be worried about getting too comfortable. Spike, don’t think I don’t want something, ‘cause chances are, if you’re involved, I’ll want to be too.”

“Just need to be honest with each other, ‘ey, luv?”

Buffy nodded and Spike moved to sit next to her. “What do you want, baby?” His voice was a soft rumble and it sent vibrations straight to her pussy.

“I’m not sure, can you give me some options?” He grinned devilishly and kissed her hard before laying her back onto his bed.

“Oh, I’ve got options, sweetness.” He swept his tongue from her neck to her jaw and ran his hands under her shirt to cup her breasts. “Can I take this off?”

“Only if you do the same.”

Eventually, they were both naked and though they knew it was a risk, they were willing to take it. Spike mirrored the exploration of his body earlier, only he spent ample time at her nipples. Buffy was panting underneath him as he settled his face between her thighs. “This alright, luv?”

Buffy could only nod as he flicked out his tongue to taste her. “Oh, like sweet ambrosia, baby. Buffy, you’re so bleedin’ beautiful.” He dipped his tongue into her folds and she cried out. His poor neglected cock was purple with need but he ignored it and focused on giving Buffy a real seeing to.

“Spike...Ohhh, you’re so good to me... fuck!”

His fingers joined in to play and he thrust them into her making her arch up to meet them. He could feel how close she was and he stopped and looked up at her. “Look at me, luv, see me doing this to you.” She looked down at him and maintained eye contact as he took her clit into his mouth and sucked hard. She couldn’t keep her eyes open as her orgasm rushed over her. She threw her head back and moaned his name over and over. He coaxed her down with soft words and softer caresses.

“Love you so much,“ he whispered as he placed a final kiss to her pussy.

She pulled his head up and he rested it on her stomach, stroking her lightly. She brushed her fingers through his hair for a moment before she felt his cock prodding her leg. “Oh, Spike, what about you?”

“’S ok, pet, just wanted to make you feel good.”

She sat up and rolled him onto his back. “Don’t be silly, that can’t be comfortable.” She moved between his legs and kissed his stomach. She could see that his hard on had to be painful. She grasped him lightly and rubbed him against her cheeks before licking off the precum that had gathered at the head.

“Fuck, Buffy, please, please, baby, I need you.” He brought his hands to her hair and brushed it away from her face. “Please, Buffy, I’m so bloody close.”

Buffy took pity on him and leaned down to swallow him down as far as she could. He cried out loudly and tried desperately to keep his hips from thrusting into her face. His hands gripped her hair, but he kept his grip light and tried to calm himself. She hollowed her cheeks and sucked up until she only had the head in her mouth. He watched her lips surround him and he wasn’t surprised that the sight had his balls tightening.

“Buffy, so fucking beautiful...bloody gorgeous, luv. I love you so much. Yes, Buffy, yes...Ohh, I’m gonna cum, Buffy!” He tried to pull her back, but she shook her head softly and reached under his balls to stroke his ass. He cried out loud enough for the neighbors to hear and shot load after load into her mouth.

She swallowed him down and allowed him to pull her up for a deep kiss. “You’re bloody amazing, baby. Just amazing.”

She settled onto his chest as he pulled the blankets around them. “You liked it then?”

“Couldn’t you tell?” he asked kissing her temple. She just smiled. “Staying here tonight, then?”

“Is that ok?”

“Better than ok, luv, bloody brilliant idea.”

They stayed silent for a moment just enjoying the afterglow. “Spike, I do want to say-”

“Shh, luv, shh. No need to rush it. Just when you’re ready. I’m sorry, can’t keep it in sometimes.”

She kissed his chest and held him closer. “Do you think I’m a terrible person if I say I like hearing it?”

“No, no, pet. It’s the truth, nothing can change that. I’m not trying to make you feel guilty, I don’t want that.”

“I know, and I know it’s true.” She sighed and drew patterns on his stomach. “Just give me some time.”

“For that, I’ll give you all the time in the bloody world.”