Author's Chapter Notes:
Wow, look at this. Two chappies in one day? No way! Anyway, I 'borrowed' one of the scenes in this chapter from the movie "Fear". If you've seen the movie, then you know which one i'm talking about.;)
Chapter 21: Old Faces

3 Years ago, Sunnydale:

“Spike?” Buffy whispered, sliding her body closer to him on the wooden bench. They were all at lunch together, and the other Scoobies were busy in deep conversation about Cordy’s new haircut and how incredibly stupid it looked.

“Yeah?” He asked, surprised. He had been really quite since Anya’s party a few days ago, where they had their big make-out session. Buffy was starting to think that he regretted what had happened between them.

“You hear about that carnival that’s in now?” She asked awkwardly, twirling a strand of hair around her fingers.

“Yeah.” He said slowly. “Why?” He questioned, not really seeing where she was going with this. He had felt extremely nervous sense Anya’s party and wasn’t sure how he was supposed to act around her now. Sure, he had wanted them to be together for quite a while now, but since it actually happened, he was worried that she would regret their incredibly heated make-out session, and it would strain their friendship.

“Well, I was gonna go see it tonight, and I thought maybe you’d wanna come with me.” She suggested with a shy smile.

Spike gave her a curious look. “Doesn’t Red wanna go with you?”

Buffy shot a quick look to Willow who sat across from Spike, and saw that the fiery redhead had the entire group in discussion. “W-well, n-no. I didn’t really ask her.”

“Why not?”

“Because I kinda wanted you to go with me instead.” She said pointedly, hoping that he would understand, because honestly she was so nervous she felt like pissing her pants. “You know, like j-just you and me.”

Spike’s heart almost leapt right out of his chest. ‘She’s asking you on a date, mate!’ He thought, but quickly pushed the thought away. He didn’t wanna get carried away, and take a chance of getting his heart ripped out of his chest, even if it was unintentionally by his best friend.

“Just you and me?” Spike asked, wanting to have all the cards on the table.

“Mm Hmm. L-like a d-date?” She asked, flustered and blushing beyond belief. Spike found it absolutely adorable. He couldn’t help the smile that crossed his handsome face then.

“You wanna go on a date with me, pet?” He asked in awe of this beautiful girl before him.

At that, Buffy thought he was shocked to find that she would even consider the possibility, and she became even more anxious. “W-well, it’s not really a date. I-I mean, if you don’t want it to be, then it’s not…But if you do, you know, want it to be, then it is, a date, I mean. But really it doesn’t matter to me, I mean, I’m totally cool with it just being as friends.”

Spike chuckled, clearly amused with her actions and her nervous words. “It’s a date, luv. Wouldn’t have it any other way.”

She smiled at his words and the loving smile he sent her. After a moment though, she frowned, and her expression became serious. “But we have to slow it down with the whole making out thing. I mean, sure it’s ‘really’ great, but I think we might be going a little to fast.”

“Okay. I’ll try to control myself, pet.” Spike smiled, understanding.

She laughed softly. “You have to control yourself around me?” She then asked, beaming.

It was Spike’s turn to blush then. He looked away shyly, trying to hide his blushing face, before turning back to her, and cleared his throat. “Well, anyway, I get what you mean about the slowing down, though. Wouldn’t want anything to happen that we would regret, right?”

“Right.” She nodded enthusiastically. “This can just be a healthy, normal, teenage date, with no kissing, and no naughty touching.”

~*~*~*~

“Ow! God, Spike, watch it!”

Spike looked at her sheepishly, and gave her a concerned look as she rubbed the back of her neck where she had hit it on the push-down lock. “God, Buffy, I’m sorry. Are you okay?”

At his worried look, she felt a stab of guilt roll through her, and grinned saucily at him from her position smashed against the passenger side window in the front of Spike’s Desoto. “It’s okay.” She giggled flirtatiously, and yanked him back down to her lips.

Buffy did mean what she said about taking things slow. She really did, and their date had started without a hitch. He had picked her up at her house, even brought her flowers, and they had driven toward the carnival in a comfortable silence. A stop had be made in a deserted field near the carnival where parking was held, and then somehow she had ended up pressed up against her window with a very horny best friend on top on her.

“Mmmm, we should really be getting to the carnival.” Buffy said, pulling back to catch her breath.

“We will.” Spike said, huskily, leaning back down to kiss her again, only to be stopped by Buffy’s arm. He sighed loudly.

“I mean it.” She half said, half whined, not really sure if she wanted the kissing to stop.

“Okay. ‘Okay’” He breathed, sitting up, and running a hand through his bleached curls, which had come undone in their heavy make-out session.

Buffy sat up and started running her hands down her shirt and short skirt, smoothing the wrinkles from the thin material. She then pulled the visor down and used the small mirror that was hidden there to fix her hair.

Spike watched her, amused. She was always so worried about the way she looked. Didn’t she know that she always looked beautiful to him, always perfect. Jeez, anymore all he had to do was think about her and he’d be sporting a stiffy for the next few hours. And was that the most embarrassing thing ever?

She then gave him a dazzling smile, one that almost made him pounce on her again, and asked him, “You ready? I wanna ride the roller coaster before the lines get too long.”

He chuckled at the pure innocence in her voice, and smiled. It was beyond him how she could go from a wanton, wild woman to a sweet innocent girl in less than a minute. “Sure, pet. Let’s go ride the roller coaster, luv. And afterwards, I’ll maybe even buy you some cotton candy.”

She smiled brightly at him as he opened his door. “Promise?”


~*~*~*~

“Giles!” Buffy yelled from the stairs, still in her pjs. A huge, brilliant smile spread across her face before she rushed down the stairs and into her ‘other father’ figure’s arms.

Giles didn’t know what hit him. He had been in the middle of a very heated discussion with his son about the importance of marriage and how it shouldn’t be entered into lightly. He knew that his young son was not truly in love with Cordelia, and had been trying for over an hour to explain to him how imperative it was for him to tell her and put an end to the engagement now, rather than later, before he regretted it for the rest of his life. He had just gotten to the part about taking vows, and being with the right person when he suddenly found himself with an arm full of Buffy.

He instinctively let his arms come up and wrap themselves around her tiny little form, and rested his chin atop her blonde head. “Buffy.”

She pulled back smiling the brightest smile the older Brit had ever seen. “Good lord, you’ve grown.” She laughed softly, stepping back.

“Makes me feel bloody old.” Giles said, looking to his son, who also had a huge smile on his face. It wasn’t there a second ago, and Giles realized that it must had spread across his son’s face the moment the petite blonde came into the room.

Both Spike and Buffy chuckled at his comment.

“Morning Spike.” Buffy turned her radiant smile to the younger man, who returned it in kind.

“Morning, pet.”

“So how was San Francisco?” Buffy asked Giles, teasingly.

“It was as good as can be expected.” Giles replied, not one for sharing intimate details.

She raised a perfectly shaped eyebrow in inquiry. “Really? Well, then who’s this woman that Spike mentioned?”

Giles blushed, then shot a glare at his son who stood behind Buffy. He had the sudden urge to clean his glasses for some reason, and did just that.

Both blondes laughed at that.

Giles cleared his throat and placed the frames back on the bridge of his nose.

“Her name is Olivia and she’s an Art History professor at a local college up there. We met at a bookstore in LA when I was visiting Angel and she was there for a conference. We spent the day together and then decided to keep in touch. I really didn’t expect her to call, but some time around April, she rang me up to met up again. And the rest, I’m afraid, is history.”

Spike laughed from his spot behind Buffy, earning both of their attention. “Yeah, Da’ here went up to visit in April and hasn’t been back since.”

Buffy snickered loudly at that. “Wow, Giles. Seems you’re getting some serious action, huh?”

The older mad decided to ignore the comment, and replied to his son’s previous one. “Well, I’m here now, aren’t I?”

“Yeah, Spike, you’re lucky that he crawled outta bed long enough to attend his son’s wedding, what which all the sweaty, naughty sex I bet was going on.” Buffy interjected, when she couldn’t control the urge to tease her best friend’s father a little bit more.

Spike had a weird look on his face then, which probably was due to the vivid imagery that Buffy had conjured up of his father engaging in any kind of sex act, and Giles refused to make eye contact with either of them.

Silence set in.

“How ‘bout breakfast?” Spike offered, feeling the need to break the quiet. Buffy and Giles answered at the same time.

“Sound great.”

“Yes, please.”

~*~*~*~

Buffy swirled the last bite of her delicious pancakes into a large amount of syrup, and scooped it into her mouth, before she moaned her approval, and chewed softly.

Spike watched her intently, barely touching his own pancakes, while Giles was oblivious to the whole thing.

Buffy swallowed, and smiled sweetly. “Spike, you make the bestest Buffy pancakes ever.”

He chuckled tenderly, and took her plate to place in the sink. “Glad you liked ‘em, pet.” He sat back down, and reached for his glass of orange juice, bringing it gently to his lips.

“Loved ’em. That was probably the best thing I’ve ever had in my mouth.”

…And promptly spit it everywhere.

“Bloody ’ell, son. What ever are you doing?” Giles asked, having either not heard the comment or not understanding how incredibly erotic it sounded.

Buffy frowned, then blushed when she suddenly ‘got’ it. ‘God, could I be any more of an idiot? My foot seems to live in my mouth these days…’

Spike sputtered, and stood up quickly to clean the mess up, all the while avoiding Buffy’s eyes. “Don’t drink the juice.” He told his father, trying to quickly come up with an explanation to his little fiasco. “It’s bleedin’ horrible.”

“I’ll try to remember.” His father told him, grabbing the newspaper and letting his eyes wonder over all the printed words of the front page.

Spike finally looked at Buffy, and almost laughed at the absurdity of it all. She smiled a sheepish smile at him, and bite her lip to keep from laughing, even as Spike was trying to do the same. The laughter bubbled up inside of them both, until they couldn’t take it anymore, and it escaped their lips. Giles sat stunned, not having a clue what was going on, as his son, and his son’s best friend laughed hysterically, for five minutes straight. One of them even snorted once or twice, which only fueled their laughter more, and it started all over again. Finally, he gave up on his morning paper, and went to go take a shower. Only after his left the room, did the two blondes finally calm down enough to speak properly.

“Best thing you ‘ad in your mouth, eh, pet?” Spike asked suggestively, wagging his eye brows at her. She just laughed again before giving him a knowing smirk.

“‘Cept ‘that’.” She smiled at Spike’s stunned look, before standing and walking out of the room to go get dressed.

~*~*~*~

Spike waited until Buffy sat down in the first red and black car, then follow suite and climbed in beside her, and pulled the safety bar down over their laps. After hearing the tell-tell click which let them know that it was securely in place, he let go of it, and took a hold of Buffy’s hand, and squeezed it tightly to get her attention.

She had been like a child in a candy shop when they arrived at the carnival. Her bright hazel eyes lit up even more, and the huge smile that had spread across her face had still to fade even now. She had been overwhelmed with so many choices of where to go first, that she began jumping on the balls of her feet slightly, and yelling “oh!” every time another attraction would catch her interest. Needless to say, she had spent majority of the night dragging Spike by his arm to where she desired to go next.

“This is so great. I love roller coasters. Ever since I was little, and my dad took me to the carnival on the pier in LA, and we spent all day just riding the biggest one they had, and eating candied apples.” She smiled fondly, eyes seeming to glaze over as she was lost in a memory. A small frown then sudden spread across her beautiful face, and something in Spike’s chest tightened.

“Things will get better, pet. You’ve gotta believe that. Sure, your mum and da’ are going through a hard time right now, but they’re get through it.” Spike tried to reassure her, thumbs rubbing soft circles on the back of her hand, soothingly.

“What if it doesn’t, Spike? What if they end of getting a divorce, and then we have to move. I might never see you again.” She said, tears forming in her eyes.

Spike wanted nothing more at that moment than that it would never happen, but for some reason he couldn’t. A part of him knew that whatever Joyce and Hank were going through was much worse than what Buffy and Dawn had seen, and that maybe the damage caused couldn’t be repaired. There was a great chance that the two could get a divorce. There was a also a great chance that Buffy and Dawn would be moving soon, and he couldn’t bare the thought of losing his Buffy.

He couldn’t honestly remember what life was like without Buffy. She had been with him for so long, it was as if she had always been with him. Where he was, so was Buffy. He didn’t even want to begin to thought of how his life would be without her. The thought seemed foreign and not possible. Without Buffy, he wasn’t Spike.

“Don’t think that, luv. There isn’t anything in this world that would keep me from being with you.” He told her feverously, grasping her hand tighter in his own and bringing it up to his mouth. He place a loving kiss on her knuckles, and smiled a reassuring smile at her.

She gave him a watery smile in return, and leaned over to leave a kiss on his cheek. “Thank you, for always being here.” She said sincerely.

“Nowhere I’d rather be, pet.” He responded kindly.

The ride roared to life after the last car was seated and they waited for movement. The squeaking of the rusty chains signaled the beginning of the ride right before it started moving upward, pulling the cars with it.

Spike looked at her as she faced straight ahead, and noticed that her short mini skirt had rode up a bit with her slide into the car. A tantalizing view of tan skin greeted him, and he couldn’t help but follow it upward toward her shapely thighs. His hand, which had been resting comfortably on her upper thigh, her hand atop it, began to very slowly inch lower.

As it came in contact with her soft, warm skin, Spike almost gasped in pleasure. Lower still it crept, until the tops of his fingers were barely brushing the insides of her thighs, but still not enough to be underneath the hem of her silky skirt.

When she felt it, she gasped, head turning sharply in his direction, and looked at him with wide eyes. He heart slammed against her rib cage in her chest, and she had to fight to control her breathing.

The cars climbed higher, almost reaching the first level-out of track.

Spike’s eyes locked with hers and he silently asked for her permission, even as his hand inched down, and up underneath the edge of her skirt. He softly caressed the creamy skin he found there, and licked his suddenly dry lips. The tips then came in contact with her cotton panties, directly over her dripping center, and they both gasped.

“Buffy?” Spike questioned, needing to know that she was completely okay with what was about to happen if she didn’t stop it.

Her eyes were wide and glazed over with a deep lust and adoration. Lips, bee-stung and begging to be kissed hung open slightly as she had sharp in takes of breaths. She as almost shaking with anticipation, and want. She nodded vigorously.

Spike swallowed hard, knowing that everything would be different after this. He began moving his nimble fingers against the moisten material. Buffy’s breath rapidly became erratic and she clutched desperately at the leather of the seat digging small half moon marks on the tough material. Without thinking, Spike slide the offending material out of the way, and letting his fingertips penetrate her silky folds, but just a little bit.

“Spike…”She breathed, and the car climbed higher into the night sky.

‘Christ! This girl was gonna kill him with wanting her so much…’ He thought, watching as her bubblegum pink tongue poked out from between her tightly closed lips and swiped around her full glossy lips. ‘Bleedin’ hell, could she be anymore beautiful than she was at that moment?’

He slide close to her, wanting to be able to touch her at a better angle. It was everything he could do not to grab her, hop out of the moving car and carry her off to the nearest secluded area to have his wicked way with her. Thank God he was good at keeping his hormones under control-mostly anyway. Years of being in love with your best friend will do that to you.

‘Wait, in love? Is that what I am, in love?’ Spike thought, frowning briefly before deciding no to think about it right now. Right now he just wanted to give his girl the best first orgasm she could possibly have.

Once he was close enough, he used the extra leverage he now had to bury his fingers deep inside of her. God, she was so very wet, he groaned. Just knowing that he had done this to her almost sent him over the edge.

The car reached the first leveled-out plane, and they rounded a corner that would eventually lead to the first, and the largest hill of the entire ride.

Buffy moaned loudly, but the sound was drowned out by the tons of screams and laughter around them. Her eyes were closed, and her head was flung back in ecstasy. Spike exploded her depths, searching for her pleasure point, curling his fingers upward and finding her spongy g-spot.

“Oh, God, Spike.” She breathed, one of her hands clutching at his working one, thrusting her hips upward to counter his movements, and increase the pressure. It felt so good, his soft flesh touching her own, sending jolts of pleasure, beginning at her core and radiating out from there throughout her whole body. “Don’t stop, please. Please, don’t stop.”

He leant over to nibble on her ear lope, then trailed a line of wet, open mouthed kisses along the line of her jaw and throat, swirling his tongue in the hollow of her throat. When she moaned and let her head fall to the side, allowing him better access, Spike smiled against her throat.

Their ride was pulled closer and closer to the big dip by the old rusty chain dragging it slowly. But neither passenger in the first car was paying any attention.

Buffy's mewls of passion rang in his ears as he rubbed her, making his hard-on pulse in his jeans almost painfully. His thumb found and massaged her clit.

“Spike, I need…I need…God, I need it, Spike.” She babbled, trembling violently. She was thrusting wildly against his moving fingers, mouth hung open in absolute bliss.

“What do need, Buffy?” Spike whispered huskily in her ear, adding a gentle nip for good measure.

She shook her head lazily, too lost in the sensations coursing through her body. “I-I don’t know. Please Spike!”

“Oh, oh!” She suddenly bucked against him, her hands grasping at his legs and the seat. Her juices flowed freely onto his fingers as the car soared down the hill, her cries of pleasure lost in a sea of screams from the cars behind them.

~*~*~*~

The riders of the coaster all exited the ride in a hurried rush, wanting to get to the next ride before the lines got too long. After the crowd has dissipated, two young blondes could be seen exiting the ride, hands entwined, kissing passionately as they stumbled through the exit gate.

Buffy broke the kiss when breathing back in issue and smiled up at the some handsome man she had ever laid eyes on. “Can we ride it one more time?” She smiled coyly.

Spike grinned wolfishly, and held her tight. “Anything for you, luv.”





You must login (register) to review.