Author's Chapter Notes:
Here's the second half :)
As they hung their jackets up, they couldn't help but stop and ogle each other for a few moments. Everything not covered by their jackets had gotten wet, including the fronts of their shirts.

Spike went to get them some towels, needing to distract himself from the way Buffy's silk blouse clung to her chest. Her perfect mounds were right there, begging to be touched and... He had to think about something else before that fire he wrote of actually did consume him.

Buffy needed a distraction, too. Spike's white t-shirt was now see-through in the front, which made her pulse speed up and gave her the urge to rip that shirt off his body and rub her hands all over that glorious torso...

Buffy sniffed the towel Spike handed her before she used it to dry her hair. It smelled surprisingly fresh and looked clean. "Where'd you get laundry-fresh towels from? I cannot see you sitting in a laundromat in your underwear and doing a crossword puzzle while waiting for your clothes to dry," Buffy joked as she scrubbed her hair with the towel.

"I don't have 365 black t-shirts and pairs of jeans, y'know? You didn't think I washed my clothes? Wouldn't I've gotten pretty ripe after a while?"

Buffy giggled and shrugged as she kicked off her boots to get more comfortable. "I didn't know. I never noticed you being stinky, but how your clothes got clean was a mystery."

"Mystery solved: Yes, I go to the laundrette once a week or so. You meet interesting people when you go to those places at 3 am..." Spike followed her lead and took off his boots. It was encouraging to see Buffy was able to relax in the lower level of the crypt, she didn't seem tense.

"I'll bet. And I like how you call it," she said with a bad British accent, "the laundrette." She giggled again. "That's just too cute."

"By the way," he added with a naughty smirk, "I wouldn't be sittin' in the laundrette in my underwear watin' for my clothes to dry -- 'cos I don't wear any knickers."

Buffy laughed and shook her head. "I should've known. What do you have against underwear?"

Spike half-shrugged. "Too confining." He didn't say that being knicker-less was also convenient for a spur of the moment shag. He hoped Buffy would find out about that benefit... eventually.

"So you just sit there in the laundromat buck-naked?" It was funny, but also hot, to imagine him casually sitting and reading a newspaper in a public place while totally nude.

"No, I told ya I have other clothes. I do have a few duplicates of my everyday clothes, the black t-shirt and jeans, just not 365 of 'em."

Spike went to the boombox and forwarded the CD until he found a particular song. "Now, I believe Mother Nature denied me a dance with my best girl..." He turned his head to look at her, pursing his lips and smirking.

"Ready when you are," Buffy said, moving to the center of the room.

"I listened to this song the other day... I'd heard it before, but it was like I was hearin' it for the first time. It's 'Count On Me' by Jefferson Starship -- ever heard it?"

Buffy looked up, thinking, then shook her head. "I don't think so."

"It's a brilliant song, and it felt like I'd written it about you, that's how perfectly it fits. I swear, it's like the bloke who wrote it looked inside my head, then went back in time twenty-some odd years to write the song 'fore I could, the plonker."

"Well, now I gotta hear it!" Buffy grinned.

Spike pushed play, then went into Buffy's waiting arms. He held her right hand in his left and placed his right hand at the small of her back. They didn't hesitate to get close this time, pressing their damp chests together as they began swaying to the music. Spike sang along softly near her ear as they danced.

{{

Hear the song at the following YouTube Link:

Count On Me - Jefferson Starship

}}


Precious love
I give to you
Blue as the sky
And deep in the eyes
Of a love so true

Beautiful face
You make me feel
Light on the stairs
And lost in the air
Of a love so real

You can count on me
Count on my love
Baby, you can count on me
Count on my love
To see ya through


Buffy smiled and snuggled against Spike, moving her left hand around to the back of his neck. She closed her eyes, letting the music wash over her and pretending that Spike had written this for her.

Emerald eyes
And China perfume
Caught on the wheel
And lost in the feel
Of a love so soon

Ruby lips
You make my song
Into the night
And saved by the light
Of a love so strong


"This is what you would've written for me -- if the guy didn't go back in time and write it first?" she asked, giving the side of his neck a kiss.

"Mmmhmm, it is." Spike nuzzled her ear. "My love for you knows no bounds, Buffy... and I'll always be here for you. I never want you to doubt or forget that."

You can count on me
Count on my love
Baby, you can count on me
Count on my love
To see you through

Woo-hoo-hoo-hoo
You can count on me, girl
Count on me
Count on my love


Spike smiled and held her hand up, spinning her around, and then took her back into his arms. Buffy laughed as he spun her, she'd never been spun before.

Buffy was getting swoony again. She thought of all the wonderful things Spike had done for her, all the sweet things he'd said and the important promises he'd made. She just had to be kissing him right now.

She put her arms around his neck as the song went on, pulling his head down to kiss him tenderly. The kiss started out soft, but quickly progressed to steamy, full-on snogging. Buffy's tongue pushed into his mouth as the heat between them increased.

Spike's mouth was too busy to croon to her now, but he didn't mind at all.

Precious love
I give to you
Blue as the sky
And deep in the eyes
Of a love so true

Beautiful face
You make me feel
Light on the stairs
And lost in the air
Of a love so real

And you can count on me
Count on my love
Baby, you can count on me
(Count on me)
Count on my love
Baby, you can count on me


Spike's tongue wrestled with hers, he wrapped his arms around her, his hands moving in widening circles over her back and ass. The power behind his rubbing and groping increased with the intensity of the kiss. He was getting hopelessly lost in Buffy again. He could feel his cock hardening, helpless to stop the process, and hoping she didn't get upset with him when she noticed his 'condition'.

Buffy did notice. Their bodies were pressed together, so she could easily feel his cock growing against her hip. But 'upset' wasn't the emotion she was experiencing, she was getting critically hot... on the verge of boiling over. His soft lips pressed against hers, taking her passion and multiplying it tenfold before sending it back to her as his tongue wrapped around hers, sparring for control. There was no doubt, the way he kissed really got her motor humming. His kisses were like no other's; Buffy could feel Spike's love, lust and happiness pouring into her through his lips. Kissing him and feeling his strong hands roaming over her body was igniting brilliant, red-hot sparks inside her.

It wasn't fair to get him all excited and leave him hanging every time... and she was feeling especially horny too. A little fooling around never hurt anyone... well, that wasn't true -- but it wouldn't hurt them, Buffy told herself.

Buffy pulled back, panting a little. "Spike, I think we'd better..."

Spike took a deep breath and prepared to get his libido back under control in a hurry, expecting her to say 'stop'.

Buffy cleared her throat then said, "We'd better... take these wet shirts off before we catch pneumonia." She started slowly unbuttoning her blouse, looking up into his eyes.

Spike stared at her, making sure he'd heard her right. "I can't catch pneu-- Oh... yeah... you're right..." his eyes bounced between her smoky green eyes and her hands as she undid each button, "...pneumonia's a silent killer."

Their eyes locked, interrupted only for a moment when Spike whipped his white t-shirt off over his head. Buffy took off her blouse and let it fall next to where he'd dropped his shirt at their feet. And then their eyes strayed downward as they took in the other's half-nakedness.

Spike licked his lips lightly as he looked Buffy over. She was wearing a sexy little black lace bra, the tops of her lovely breasts nearly overflowing from the cups. He wanted to immediately plaster his mouth and hands over her firm tits and give them a good seein' to... but he had to wait for Buffy to make the next move and show him just how far she wanted to go with Show & Tell. His body felt as if it were vibrating like a tuning fork in anticipation.

Buffy laid her hands on his pecs. Spike closed his eyes, gasping quietly and shuddering at her touch; he couldn't help how profoundly she affected him. Buffy was smiling sweetly at him when his eyes opened again. She could see and feel how much pleasure he got from just a simple touch, and that emboldened her to keep going.

Buffy watched her hands progress as she dragged them down his body. She savored the feel of his skin, his hard nipples grazing her palms, his muscles twitching with joy as her hands passed over them, and the little gasps of pleasure Spike emitted. She started the journey again from his waist, splaying her hands to touch as much of him as possible, and slid her hands back up to his shoulders.

Spike was a beautiful, sexy man, there was no doubt about it. His torso was a perfect display of heavenly pecs and abs, and his smooth, alabaster skin put her in mind of those ancient statues of Greek gods. He was beautiful, sexy as hell, perfect, and he was hers.

Buffy tore her gaze away from his body and looked up into his eyes... those beautiful, intense (and yes, soulful) eyes... a mesmerizing shade of blue that could shine with love and delight, or could turn dark and brooding, or blaze with desire in an instant. Spike’s eyes may not be the windows to his soul... but they were definitely the windows to his heart -- every emotion he felt could be read in them if you simply took the time to see.

"Maybe we can... start finding out what makes each other feel good," Buffy said breathily, putting her right hand on one sharp cheekbone, then trailing her fingers down the side of Spike's face and across his mouth.

Spike dragged his lips against her fingers, gently nibbling and flicking his tongue at them as they passed over his lips. "Yeah, it's never too early to start learning that..." He looked back into her eyes and grasped her upper arms in a firm, passionate grip. "I want to learn it all, Buffy... what makes you quiver, what makes you moan, what makes you scream..." he said roughly, his eyes smoldering.

"L-let's start with the quivering and moaning... and work on the screaming another time," she replied shakily. It was hard to form thoughts when he was looking at her like this and his voice was all growly and ultra-sexy.

Spike smiled understandingly and kissed the corner of her mouth, his grasp on her arms loosening. "Anything you want, pet. I'll happily receive as much, or as little, as you feel ready to give."

"I figure... we can take our shirts off without it leading to sex -- even teenagers do that much."

"Teenagers do lots more than that these days, luv. It's a good job that thing about vamps needing the blood of a virgin is a myth -- we'd all starve to death."

Buffy giggled (it felt good to laugh and release some of her nervous tension), then took his hand and backed up until she got to the bed. "We can control ourselves and not get carried away... even if we're fooling around on the bed. Right?"

Spike nodded his head avidly in agreement. "Yeah, 'course we can. We're not..." his eyes drifted down to her chest, he growled lustily, "... animals."

Buffy sat on the bed and scooted up to the middle, then crooked her finger at Spike, trying to appear much more confident than she felt. He grinned and jumped on the bed on his knees, making Buffy giggle again and bounce.

Spike crawled up to her, holding himself above her with his hands. He looked her over again, saying with a lascivious smile, "I could watch you bouncin' around all day, kitten. You jiggle in a most alluring way..." The next moment he looked more shy (how he could change gears so quickly, Buffy didn't know) and said, "I'm... dyin' to touch you... would that be okay?"

Buffy smiled, running her hands up his muscular arms. "I'm dyin' for you to touch me, too."

Spike lowered himself down on top of her, capturing her lips in another steamy kiss while his hands got busy doing what they'd been itching to do. He didn't want to go too fast or be too rough in spite of his need for her. His hands slid up her ribcage to surround her breasts, he began gently kneading them, making a moan escape Buffy's throat.

Spike bent his head to kiss her chest and mouth her tits through the bra.

"Take it off," Buffy whispered after a moment, needing to feel him on her bare skin.

Spike looked up at her, eyebrow raised questioningly.

Buffy nodded. "Take it off," she repeated.

The front clasp of her bra seemed to explode at merely the touch of Spike's fingers, it was only a second before he was pushing the cups aside. "So beautiful..." he murmured, wanting to both just stand back to admire her nakedness and kiss and touch her. Kissing and touching won out, of course. He'd known she had great tits, but seeing them uncovered and heaving with lusty breaths was an awesome sight.

Buffy shrugged the straps down her arms and raised up a little to take it off. She tossed the bra over the side of the bed and settled back against the mattress.

Spike smiled softly at her as he moved her charm necklace off to the side. Buffy smiled back at him, feeling nervous, but wanting, needing, to be close to Spike like this.

Spike used a feather light touch as he traced her contours with his fingertips, the softness of her skin made him shiver with delight. Her dusky-pink nubs were pointing skyward and longing for his touch. He pressed his hand to her chest, dragging it over her and starting to fondle her good 'n proper. Her nipples hardened further, becoming stiff peaks under his hands.

A strained groan came from Buffy as his hand brushed over her sensitive nipples. She'd wanted this so bad for what seemed like so long; she ached all over, ached for his touch, his body, his kiss.

Spike bent his head to place soft kisses to her newly exposed flesh, starting at her breastbone, and then to her fleshy mounds. He brushed his cheek against a hard nipple before turning his face to attend to it with his mouth.

Buffy sighed with pleasure when his tongue came out and circled the areola.

Spike's eyes closed in bliss at the taste of her salty skin. He flicked his tongue over her nipple before gently sucking it into his mouth.

Moisture seeped onto Buffy's panties each time his lips pulled on her tit. Buffy ran her hands up his arms, whispering, "Yes..." She moaned louder at feeling his tongue rolling over and flicking at her while he sucked. She arched her back, pushing her chest harder against his mouth. "Ohh God, Spike... that feels so good."

Spike switched to her other breast, bathing it with his tongue and giving it the same attention as the other, while his hand massaged and tweaked the one he'd just abandoned. Buffy moved her hand to the back of his head, holding him tighter to her and winding her fingers through his damp curls.

After a minute, Buffy tugged him back up to her mouth, needing to kiss him again... needing to feel that passion flowing between them again, building higher and higher with each passing moment. Their tongues swept and rolled together as their hands explored each other's naked flesh with light touches -- cool on hot, alabaster on golden, hard on soft.

Spike's hand traveled over her hip and onto her thigh. Then his hand moved upward, lightly rubbing her pussy through her jeans. Even through a layer of denim and her undies, the contact made Buffy gasp into his mouth and her hips twitch. She moaned, shoving her tongue deep into his mouth with more vigor, and started to gently move her hips against his hand.

Buffy always felt a fire burning within her when they kissed like this. But now, with his naked upper body against her and his hand touching her sex, that fire was burning hotter and brighter, she could feel it spreading throughout her body, consuming her, making her burn for Spike like never before.

Spike went back to licking and sucking at her breasts while his hand slowly rubbed her through her pants. Buffy tilted her head back and closed her eyes, her breath caught in her throat. She put her leg over top of his, opening her legs a bit more and pushed her mound against his hand.

"Ohhh God, Spike..." Buffy moaned, breathing harder.

Spike kissed in between her breasts, looking up at her face. "Want me to stop, pet?" he asked, lightly brushing his hand over her sex.

Buffy shook her head no, she didn't want to stop. It felt so good, but it would feel even better without the pesky pants in the way. To have Spike's fingers touching her bare flesh... just the thought of it made her moan again. 'You're making a mistake! He's gonna find out the truth, then you'll be sorry!' the negative voice in her head warned. But Buffy chose to ignore the voice.

Spike stopped when she pushed his hand away from her crotch. He looked at her questioningly, nervously. Had he taken it too far?

Buffy unbuttoned her jeans and pushed them down to her knees. Spike's eyes widened when he saw what she was doing. After a moment, his eyes hooded with desire and his mouth hung open a bit, his tongue curled up to press against the roof of his mouth. Just when he thought she was going to end it, she did something else that reignited and fanned the fire inside of him.

Spike helped Buffy off with her jeans the rest of the way, putting them aside at the end of the bed. He laid a hand on her ankle, then stroked upwards. His hand and eyes blazed a trail from her toes, up her shapely calves, her smooth, creamy thighs to her black lace thong.

"Touch me..." Buffy whispered huskily.

Spike looked into her eyes. "You're... sure?" he asked, his voice deep and uneven.

Buffy nodded, holding her arms out, inviting him back into her embrace.

This was a moment that, at one time, he never thought he'd get to experience in real-life -- Buffy laid out before him, dressed in nothing but a thong, beckoning him to touch her, to lay with her... The smell of her arousal was heavy, he could hear her heartbeat quickening. She wanted him, he could feel it, he could smell it...

The vibrations in Spike's body got stronger, his brain and vision were hazy with lust. But a small part of his mind that could still think reminded him to go easy and gently with his girl. This was making love, not fucking. Spike was finally getting the chance to show Buffy how much he loved and adored her -- so pouncing on her like a randy jungle cat was definitely not the way to go.

Spike gladly went back into Buffy's arms, letting her pull him down to her. They latched onto each other's lips, kissing harder and deeper. Spike's hand brushed over her breasts before sliding down her stomach, stopping at the thong. His fingers played along the band, teasing her until she wriggled and groaned, then slipped down inside.

Buffy panted and moaned passionately as his fingers tickled her wet slit, she parted her thighs to open herself up to him.

Spike moaned along with her as his fingers slid between her wet, puffy pussylips. She was so hot and so very wet, her labia seemed to pull his fingers inside. His mouth watered as he imagined burying his tongue in her hot quim and lapping up some of that sweet Buffy-juice -- but he'd wait to see if that's what she wanted. In the meantime, his hand could have some more fun. He slid two fingers along her dewy folds, not trying to penetrate her, just rubbing back and forth. Again, he'd let Buffy tell him if she wanted any part of him inside her. His thumb easily found her hard clit and rubbed little circles around it.

"Ohhh fuck, yes..." Buffy moaned loudly, grinding on his hand. "Mmmm, Spike..." Her moan was muffled when Spike covered her mouth with his, kissing her slowly but deeply. Spike's thumb flicked over her clit, and that was all Buffy needed to get off. She shivered and let out a high-pitched wail into his mouth as her orgasm raced through her body. She clutched at his shoulders and kissed him passionately as she came on his hand.

Buffy panted for air when Spike's mouth moved back to her chest. She'd never cum so hard so quickly before, it usually took a while for her to build up to a good one like that. "Ohh God... Ohh wow..."

Spike was beaming, feeling like the luckiest man in the world. 'I made Buffy cum -- and bloody quick, too! Atta boy, Spike! Now keep at it until she tells you to stop or you scramble her brains from givin' her too many happys.'

"Good, pet?" Spike asked as her shuddering subsided, then rolled his tongue over her nipple. His fingers were still moving slowly on her pussy, it drove him wild to feel the additional heat and wetness, and to smell the heightened aroma of her musk due to her orgasm. He wanted so badly to stick his tongue or dick into that slick heat -- either scenario would be bloody glorious.

"Good... Ohhh so amazingly good," Buffy moaned, getting her breath back.

Spike removed his hand from her panties, making Buffy look sharply at him. She didn't want him to stop. He grinned and brought his wet hand to his mouth, waving his fingers slowly under his nose and inhaling. His eyes rolled back to white for a moment, he growled sensually, then slipped his fingers into his mouth. He alternated between emitting lustful growls and moaning at her exquisite flavor.

Buffy never saw a guy do that (in pornos maybe, but not in her personal experience), and she found it extremely erotic. New tingles shot through her body at seeing how much Spike enjoyed the way she tasted.

Spike's eyes focused on hers again, he slowly withdrew his fingers from his mouth and smiled, his tongue came out to sweep across his upper lip. "Bloody hell, I knew you'd be delicious, pet... but nothing prepared me for the real thing... Nectar of the gods."

Spike slid his hand down her chest and stomach and back into her panties. "Let's see we can make some more of that tasty stuff. I'm feelin' mighty peckish." He grinned, curling his tongue up over his lip, before dropping down to sup on her lips again.

Buffy felt Spike's swollen prick against her leg, still trapped in his jeans. She wanted to touch him and make him feel good too. She wanted to take his hard cock in her hand and feel how much she excited him, how much he wanted her. Her hand traveled over his solid chest, stopping to play with a nipple, before moving down to his belt buckle. She hesitated for a moment, knowing there might be no turning back if they went any further -- once the penis makes its appearance, sex is almost guaranteed to occur. She still wanted that 'perfect' first time she'd been planning for... but this just felt soooo good.

'Stop now, you fool!' the voice in her head whispered urgently. Buffy ignored it, keen on doing what her lust-filled body and mind wanted.

Spike gasped, then let out a long, low groan into her mouth when Buffy's hand moved down onto his groin. Buffy sought out the stiff column of his cock and rubbed her palm back and forth over it. His poor, imprisoned dick was straining at his zipper and begging for release.

Buffy stroked her hand up and down along the shape of his member. It felt huge, her fingertips seemed to be searching for the end of it forever, and it was so hard. She found the tip of his cock and rubbed her fingertip over it, feeling a wet spot forming from his pre-cum. Then she gave the head a little pinch.

"Bloody hell, Buffy!" Spike exclaimed with a gasp, his body jerking. He pressed his swelling crotch against the palm of her hand. "Gonna make me jizz in my pants like a schoolboy, pet..." He lifted his head and chuckled as he nipped at her lips, "That'd be embarrassin'." Spike tried to laugh it off, but that was a real concern at the moment.

Buffy licked her lips. "We wouldn't want that..." she said, walking her fingers over his crotch until she got to the zipper, and then slowly pulling it down.

Spike swallowed hard and held his breath (he forgot he didn't need to breathe at times like these), staring into her eyes as Buffy lowered his zipper. Her eyes were darkened with arousal, with a gleam of mischievousness. Was she actually going to touch him? Pump him in her hand... maybe take him in her mouth? He commanded himself, 'Do NOT cum the second she touches your dick, wanker!'

"We'd better let it out so your pants don't get... mussed," Buffy breathed as she reached inside and touched his twitching hard-on.

Spike tried not to move when she touched him, afraid he'd wake up from this beautiful dream if he moved a muscle. But he couldn't stop the gasp of pure pleasure that rushed out of him or the shudders that went through his body when Buffy's hand made first contact with his manhood.

Buffy smiled at her effect on him, and nudged his cock toward the fly. All it needed was a little guidance to spring out and up like a striking cobra.

Buffy slowly stroked his hard length, looking down to watch. "Wow..." she muttered, her eyes rounding a bit. "Nice," was all she could manage to say. Her hand looked small wrapped around his big, rock-hard cock.

A proud smile spread over Spike's face. 'Yes! Buffy likes my dick!' he exclaimed joyfully in his mind. He finally convinced himself he wouldn't wake up, and that this was really happening. "It's all for you, pet," he said, kissing her neck and beginning to move his fingers between her legs again. "See how bloody hard you make me?" he murmured, growling a little against her skin.

"Uh-huh. You could put somebody's eye out with this thing," she joked anxiously. Buffy undid his belt and unbuttoned his jeans, pushing them down over his ass. She lingered for a few moments at his butt, taking two handfuls and squeezing -- it felt just as good in her hands as she thought it would. She kept one hand on his ass, rubbing and squeezing, and moved her right hand back around to the front to give his angry cock some more attention.

As her hand caressed his prick, Buffy silently remarked, 'Damn, that sure is a big 'un!' Was it eight inches? Maybe nine? (Spike could've confidently told her 9½ if she'd asked.) Buffy wasn't used to handling so much cock. She'd never thought size mattered to her -- it wasn't how big a man's penis was, but how he used it... right? -- but she was getting more excited at the prospect of Spike fucking her with his long, thick rod. He had a larger than average dick, and she had no doubt that Spike knew how to use it, too. How would it feel to be impaled by one so big? She got squishier in the panties just thinking about it.

Spike was reluctant to, but he had to extract his fingers from Buffy's juicy snatch and have her take her hand off his cock to finish taking off his jeans. But he did it at lightning speed, tossing his pants over his shoulder and diving back down to kiss her and plant his hand between her legs again.

Buffy quickly reached down and wrapped her fingers around his thick shaft again. It was like a steel pipe swathed in satin. She could feel it twitch and throb in her hand, which made her fleetingly wonder how vampires could get an erection with no circulation... Well, right now she was just grateful that they could get hard-ons, whatever the mystical reason happened to be.

Buffy's fingertips traveled over Spike's naughty bits, exploring. His skin was so soft and smooth, she guessed that he had to shave his equipment for it to be so satiny smooth. It was hot to think of him maintaining his area as meticulously as women tended to do with theirs; that he wanted everything to look its best for her was sweet and thoughtful in a very dirty way.

"Dream come true," Spike whispered between kisses. "'Thought 'bout this so many times... love you so much..." Spike's lips locked with hers in a passionate kiss, he kissed her with growing need and desire as they stroked and fingered each other with abandon.

The negative voice in Buffy's head was getting louder, more insistent and distracting. 'Stop or he's going to find out how bad you really are! Then he'll hurt you and run away just like the others!' Buffy once again tried to dismiss it. Then the voice decided it needed to be more forceful to convince her, conjuring up some painful memories to remind Buffy of her inadequacies and fears.

A painful scene from the past replayed in her mind...

Angel shook his head. "You got a lot to learn about men, kiddo. Although, I guess you proved that last night..." He winced.

Buffy frowned, not believing what she was hearing. "What are you saying?"

"Let's not make an issue out of it, okay?" He casually went to get his coat, and pulled it on as he talked. "In fact, let's not talk about it at all. It happened."

Tears welled in her eyes, it felt like her heart was being ripped out. "I... I don't understand. Was it m-me?" Buffy asked meekly. "Was I not... good?"

Angel laughed. "You were great. Really. I thought you were a pro," he said snidely.



Buffy thought, 'No... that wasn't Angel. That was Angelus and he was only trying to hurt me by saying those things! That isn't how *Angel* felt!' But it didn't matter that she later found out it was Angelus and not Angel who'd said those things to her. She would never forget how devastated and small she felt when the man she loved, the man she'd just given her virginity to, cast her aside and rejected her so coldly. And she felt it all again now, as if it had just happened.

'If you let yourself love Spike, it will happen again... only it will hurt worse this time,' the voice told her.

Buffy did her best to stay in the moment and concentrate only on the incredible sensations Spike was creating in her body, how much pleasure he was giving her, and how much she wanted him. But that voice inside her head wouldn't be ignored so easily anymore.

Another scene played in her mind, the talk with Parker after their first and only time. The talk when he'd told her they were just "having fun". And then she saw the fight with Spike... and the nasty things he'd said...


"So, you let Parker take a poke, eh? Didn't seem like you know each other that well. What did it take to pry apart the Slayer's dimpled knees?"

"You're a pig, Spike," Buffy spat.

"Did he play the sensitive lad and get *you* to seduce him? That's a good trick if the girl's thick enough to buy it."

Buffy flew up and delivered a roundhouse, however, Spike followed it with an equally vicious hit that sent her flying forward.

"I wonder what went wrong," Spike mused, obviously enjoying this. "Were you too strong? Did you bruise the boy?" He sneered. "Whatever. I guess you're not worth a second go. Come to think of it... seems like someone told me that. Who was it? Oh, yeah. Angel."



Buffy shook her head against the bad memories racing through her mind. 'No, that's not fair! Spike's not the same person who said that shit! Things couldn't be more different between us now!'

The voice countered, 'Doesn't matter, he still said it. Angel and Parker agreed -- you're not worth a second go. At least Riley hung in there for a while. But then, he got tired of sleeping with a cold fish and left too, didn't he?'

Buffy was finding it harder to breathe, she couldn't stop the painful emotional bombardment her own mind was torturing her with.

Spike thought her gasps were of pleasure, and that her increased heart rate was only because of sexual excitement. He didn't know anything was wrong. He was having the time of his life, being with Buffy like this was literally a dream come true.

Buffy's mental assault continued with seeing Riley in that vampire brothel getting a suck-job from a whore.

The voice said, 'If you weren't enough to satisfy two regular human men like Parker and Riley, you will *never* be able to satisfy Spike. You'll be catching Spike at whorehouses too, soon enough. Could you really deal with that?' Buffy saw the image of Riley getting sucked again -- but then the picture changed and it was Spike getting sucked. 'He's very sexual, he craves good sex as much as he craves blood. He'll have to find his pleasure *somewhere* when you can't deliver...'

Buffy squeezed her eyes shut, internally screaming at her evil inner-voice, 'Go away! Leave me alone! I'm moving on! Spike loves me and I want him!'

The voice responded, 'Spike will move on once he's sampled what little you have to offer... just like the others. You won't hold his interest for long once he knows the truth...'

Buffy kissed Spike and stroked his cock more vigorously, desperate to show that voice in her head that she wasn't going to listen to it, she wasn't going to let it stop her from doing what she really wanted.

The voice said, 'I think you're forgetting this...' Yet another scene ran in her mind, this one took place right after Riley left her. Spike had just jumped in and staked a vampire she'd been fighting, a kill that Buffy had wanted for herself. And, of course, she'd been rude and ungrateful toward him...


"I didn't need you. I never need you, Spike."

"Oh, I get it," Spike followed her through the cemetery. "You just don't like who did the rescuin', that's all. Wishin' I was your boyfriend what's-his-face. Oh wait, he's run off."

Buffy rolled her eyes. "You know what? I don't need a boyfriend, to rescue me or for any other reason."

Spike raised his eyebrows. "Don't need or can't keep?"

Buffy stopped walking and glared at him.

"You keep making notches in the headboard but eventually they get up out of the bed and run off, don't they?"

"You're disgusting," Buffy grumbled, deeply annoyed.

"Oh, rough talk," Spike said as they resumed walking. "Maybe that's your problem, maybe you push 'em away. Or is it the other? Maybe you cling too much. Or maybe... your beauty's fading."

They stopped again. Buffy couldn't believe he had the nerve to say these sickening things to her. Did he have a death wish?

Spike continued, "The stress of slaying, aging you prematurely. Things not as high, not as firm." He grinned and made a gesture with his hand as if trying to hold up sagging breasts.

"You know what, Spike? The more I get to know you, the more I wish I didn't," Buffy coldly told him.

"Or maybe you just don't hold their interest," he said simply, then walked off.

Buffy just stood there and stared after him as he walked away briskly. That last one had really stung....



The slide-show of voices and images started going faster and faster in her mind, like an out of control train picking up speed as it rolled down the tracks, barreling headlong towards disaster. The voices from the past were so loud they blocked out all outside sounds. She could only see the scenes and pictures playing in her mind. She couldn't feel any of the wonderful things Spike was doing to her body, she only felt heartache and soul-wrenching pain.

I guess you're not worth a second go -- You keep making notches in the headboard but eventually they get up out of the bed and run off, don't they? -- You were great. Really. I thought you were a pro -- He's had a century of practice -- Maybe that's your problem, maybe you push 'em away. Or is it the other? Maybe you cling too much -- Or maybe you just don't hold their interest

"God, I want you, Buffy," Spike groaned against her neck as he settled his hips between her thighs. He thrust his cock back and forth slowly against her pussy. She still had the protective barrier of her panties to block his entrance, and he wouldn't take it further unless she told him to.

Buffy gasped again, feeling like she was suffocating, drowning. "N-no, stop," she whispered weakly, barely making a sound. Then she said louder, "Spike... wait..."

“Hmm, wait?” Spike moaned as he trailed his lips down her golden skin. His brain wasn’t capable of understanding what she was trying to tell him at that moment.

“Wait... s-stop...” Buffy repeated, as panic rose like bile in her throat and threatened to overwhelm her.

“What?” Spike questioned, his voice husky with desire as he looked up into her eyes. His brow furrowed when he saw Buffy's eyes were flooded with tears and sheer panic. "Luv? What's --"

"I c-can't breathe!" Buffy gasped for breath and pushed frantically at his shoulders. "Stop... I... I can’t... I... I’m sorry,” she stammered as she squirmed to get out from under his body.

Spike's brow creased further in confusion and concern as he quickly slid off her. “What’s the matter, Buffy? What’s wrong?”

“I’m sorry... I just... can’t... I’m sorry!” was all Buffy could say as she jumped up off the bed and began gathering her clothes up, hurriedly pulling them back on.

Spike was too stunned to move or say anything for several moments, he just sat there on the bed and watched her hastily picking up her clothes and getting dressed.

“Buffy...? What happened? Did I... Did I hurt you?" Spike questioned, getting off the bed. Had he overestimated how strong she was and gotten too rough with her? He'd bloody well dust himself if he'd hurt her.

Buffy could barely hear him, his voice sounded muffled. All she could hear were the echoes of the past and her own heartbeat thundering in her ears, all she could see were the faces of the men that had left her... of the men that knew the truth of her. She was hyperventilating as she pulled her clothes on and ran towards the ladder, trying to escape the ghosts that haunted her.

"Buffy? What the bloody hell is going on? Talk to me!" Spike demanded, growing more alarmed by the second, and going after her.

She spun around when she reached the bottom of the ladder and held her hand up in a 'halt' gesture. “Please don’t! Just... please... I’m sorry!” Buffy spluttered as tears ran from her eyes. She climbed up and out of the lower level of the crypt as quickly as she could.

“Buffy! Wait! What’s wrong?!” Spike continued to question as he pulled on his jeans fast. He hurried up the ladder after her.

Buffy was just pulling her boots on when he got to the upper level, tears streaming down her face. “Spike -- please... please just leave me alone. I’m so sorry... please don’t...” she begged.

"Buffy, pet, please tell me what's wrong! What happened? Are you ill?" He reached out and started moving toward her.

Buffy sobbed and shook her head from side to side, backing away from him. "Please I can't! I h-have to go! I'm sorry!"

Before Spike could get to her, she turned and ran out the door and into the stormy night, completely mortified that she couldn’t get the ghosts out of her mind... ghosts of Riley and Angel... ghosts of rejection and humiliation. She suddenly didn’t think she could take one more rejection. What if Spike mocked her... like Angel did? What if she didn’t satisfy him and he left her bed for someone that could... like Riley did? The evil voice in her head was right... Could her heart really stand that again? How many times could you be knocked down before you just can’t get up anymore? Could she really take that risk? Right now, her heart was screaming ‘NO! RUN!’... and she did.

Spike ran to the open door and saw Buffy fleeing at an impressive rate of speed -- she was already becoming nothing but a dot on the horizon. Whatever was wrong, it didn't seem like she was sick -- sick people didn't run that bloody fast. That meant the reason she appeared to be scared out of her mind was because of him and what they were doing...

"Buffy! Tell me what's wrong! Come back!" Spike yelled, running out into the rain after her. But she didn't turn around or even slow down, and then she turned a corner and was gone. Spike slowed to a stop when he realized that he couldn't catch up to her. He shouldn't try catching her, she wanted to get away... from him.

Spike blinked rain from his eyes and muttered softly, "Please... tell me what I did wrong..."

Spike stood in the middle of the cemetery getting pelted by the hard rain and looking at the spot where he'd last seen her. He flashed back to that horrible moment when she'd seen the shrine and she'd fled the crypt in tears... Spike naively thought that nothing that happened between them could be worse than that painful moment... but this was worse. He turned around and walked numbly back home.

Spike leaned his forehead against the door and closed his eyes for a minute, his jaw ticcing with emotion. He wandered back through the door and closed it absently behind him; he felt shell-shocked, completely disoriented and confused.

He ran a hand roughly back through his drenched hair. "What the bloody hell just happened?!" Spike shouted to the empty room, his booming voice echoing off the stone walls.

Tears stung his eyes as Buffy's panic-stricken face appeared in his mind, it was an awful lot like the look she'd had after she saw the shrine... scared and desperate to get away from a psycho, a monster.

"It was the sex... the foreplay... I rushed her, she wasn't ready for it..." he mumbled, starting to pace back and forth in agitation and shaking his head. The poem surely didn't help either, it was a bad idea -- he should've taken that envelope away from her and torn it to pieces before she could read it. "I pushed 'er... I pressured Buffy too much before she was ready to... Stupid! You stupid, hopeless bloody idiot! You ruined it! You just couldn't keep it in your bloody pants, could you? You fucking ruined it!" Spike screamed, berating himself. "You promised her you'd wait!" With a roar, he picked up a sarcophagus lid and hurled it across the room where it hit the opposite wall and broke in two.

Then he had a moment where he could think rationally about what just happened with Buffy. Spike remembered it was Buffy, not him, who'd suggested moving to the bed... And wasn't she the one to recommend they take their clothes off, and it was her who unzipped his jeans and... But maybe he was remembering it wrong...? Maybe he'd been so lost to passion and out of control that he was remembering it the way he wanted to... or maybe he didn't pick up on her signals, maybe he didn't hear her when she told him 'No' the first time... How long had she been saying 'No'?

Or maybe Buffy thought she could go through with it, but then remembered who it was she was with -- William the Bloody, a heartless, soulless, cold-blooded killer... She didn't trust him or care deeply enough to be that vulnerable with him, to give all of herself to him. Of course she didn't love him... how could she... how could she love a monster?

Spike didn't know for sure what it was he'd done wrong... but he'd obviously done something very wrong. Somehow he'd hurt Buffy again without even trying; why couldn't he stop hurting her? Was the demon in him driving him to hurt her the only way he could, without him even realizing it? All he wanted to do was show her how much he loved her...

He closed his eyes and whispered, "I'm sorry, Buffy."

Tears ran down his face, he took a breath and clenched his jaw, trying to keep from completely falling apart. He did what he always did when he felt gut-wrenching pain and sadness -- he got violent. Spike looked like the Tasmanian Devil from the cartoons as he flew around the crypt hitting and kicking the walls until his knuckles were bloodied and he'd shouted himself hoarse.

When he had nothing left, he leaned against a wall and slid down until he was sitting on the floor. Spike tilted his head back, looking up at the ceiling as tears welled in his eyes again. Was there anything he could do to fix this? Maybe he shouldn't even try... Buffy deserved so much better.


Chapter End Notes:
* The poem, 'Never Like This' is by Karl Fuchs (and not Spike lol). You can find lots of lovely poems at www.poemsource.com :)

*Additional dialogue from 'Something Blue' written by Tracey Forbes; 'The Harsh Light of Day' written by Jane Espenson; 'Innocence' written by Joss Whedon; and 'Checkpoint' written by Jane Espenson & Doug Petrie

* 'Count on Me' lyrics by Jesse Barish. If you love the song as much as I do, you'll enjoy this vid of an acoustic version:

Count On Me (acoustic version) - Jefferson Starship



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