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"Wh- What..."

Buffy's eyes fluttered open at the loss of contact and saw the look that crossed Spike's face before he stood from the bed and moved to the fireplace. He picked up the candle that still burned away in its stand on the mantel and walked around the room, lighting other candles that lay scattered, leaving a soft warm glow to encompass the room.

He needed to see all of her.

Buffy, feeling rather exposed in her naked state, sat up and pulled the blanket over her body. Her cheeks flushed pink in embarrassment as Spike, under hooded eyes, seemed to devour every inch of exposed skin he could find. He took his time lighting the last of the candles, stopping to light the last one that stood in its holder next to the bed. Buffy clutched the blanket to her chest, holding her breath as she waited for him to make a move.

"Don't." He whispered, eyes dark and hungry. She blushed under his gaze and couldn't help the slight jump she made when he spoke. Her back was bare and exposed as she sat watching his every move. "Don't ever hide."

Buffy watched as he unlaced his boots, hearing them thud to the ground as he kicked them aside before he slid to sit behind her. One hand trialed down her neck and shoulder as the other slipped down her back, goosebumps rising in their wake as his fingers swept over her scars like hands would over braille parchment.

"You're beautiful."

"I'm not. No one has ever... I'm just feeling a little-" She clutched the blanket tight.

"Naked?" Spike offered in a chuckle.

"Yes, naked." Buffy scowled, slapping the hand that tried to slip down the front of her blanket. She heard the swoosh as something was removed and saw a brief flash of material swing past her head before a naked cool chest was pressed into her back sending her heart fluttering.

"Will it make you feel less naked and exposed if I'm naked as well?" Spike whispered right in her ear, pulling the soft lobe into his mouth and suckling before he began kissing her neck again.

Buffy managed to let a 'uh huh' sound escape her lips before Spike moved to lie on his side, pulling her down with him.

She couldn't help but stare, her lips forming a perfect 'o' as she took in his appearance. His chest was tight, his abdominals flexing in the pale candlelight that flickered around them. He had the most delicious lines that sculpted his hips trailing to his sex and Buffy watched with wide eyes as his hands came to his pants and undid the ties holding them on his hips. Ever so slowly he lowered them, his cock springing free into his awaiting hand.

Holy shit!

She blushed and looked away, her eyes looking anywhere but on him. She jumped when she heard his voice soft and reassuring.

"Don' be afraid."

Buffy had never seen a naked man this close before. She had seen Angelus and Drusilla fuck in front of her many times, but they never came close to her. The anatomy was the same, but Spike was different. Spike was leaner, toned and sharp. In a way, he felt more dangerous. It was a feeling she couldn't describe. His hands wrapped around her fingers and brought them to his chest.

She let her fingers explore his chest, feather light touches at first trailing cross his collarbone and onto his shoulder. Hands tickled across his pectorals, her thumb bouncing across a pebbled nipple which had him taking an unnecessary breath. His mouth slightly open and Buffy couldn't help but trace his full bottom lip with a finger, her hand coming to cup his cheek and slide through his hair.

So soft.

Spike turned his head and kissed her palm before meeting her eyes. He clasped her hand with his and let it slide down his chest, over his hips before he helped her curl her fingers around his member.

Buffy gasped at the contact and watched as Spike's mouth made and 'O' shape as his eyes rolled back. He guided her hand up and down his hard shaft. His cock pulsed in her hand and she let out a gasp as he moaned and his hips shifted slightly. Her eyes never left his and when his hips shifted and her grip firmed, she was frozen.

His eyes flashed yellow before flashing back to blue, his gaze never leaving hers. Like a lion would stalk its prey, intense and unwavering. Buffy slunk back further into her pillows.

I'm doomed.

His hand left hers and he encouraged her with a thrust of his hips for her to continue her ministrations on her own as his own hand moved to trail down her side. Buffy closed her eyes as his fingers trailed up her thigh and hips to cup one of her breasts. Her heart skipped a beat, stomach dropping at the contact and at hearing the involuntarily sound they both made. His fingers pinched a nipple and soon she forgot her own movements. Spike lent forward to encase her breast into his mouth and pushed her onto her back.

Buffy was startled at the quick change in position and grabbed both Spike's hips to push him slightly away, her heart racing. This was progressing quickly and she wasn't sure she was ready.

"S-Spike."

Spike was lathering her breasts with such sweet attention as his hips pushed against her thigh. Buffy gripped his hair and pulled his face away from her chest so her eyes could meet his.

"C-can we possibly go slower for a little while. I'm just- This is all just-"

"Sorry, luv." Spike braced himself above her using his arms to hover above her. "Got a little carried away."

"I-it's ok I'm just really new to this. I've never-"

"Know you've never shagged before, pet." Spike smirked, rolling over to his side again and turning her with him. Buffy's heart hammered away in her chest and she took a deep breath.

"No..." she pressed, cheeks flushing pink as she averted her gaze. "I've never done this before."

Spike raised an eyebrow, not sure of her meaning.

"Any of this," Bufy said slower with more intent.

"You've never snogged a bloke before?"

"Snogged? What even is that! Is that even a word? And no I've never done this before. Any of this s-so you need to just- What? Why are you looking at me like that?" Buffy had folded one thigh across the other to cover her center, suddenly feeling extremely expose. One arm covered her chest while the other propped her head up to look at him.

"You're right adorable, luv." Spike smiled, taking in her nervous ramblings and positioning.

"W-what?"

"Snogged. Pashed. Kissed. It's all the same thing, pet."

"Well I've never done any of that so I'm..." she coughed. "just a little bit nervous here. Don't laugh at me!" Buffy swatted at Spike's shoulder as he chuckled before letting out a gasp as he captured his lips with hers in a sweet and chaste kiss.

"We've got all night, luv. We can go as slow" his hand trailed across the forearm that covered her chest and came to rest on her shoulder. "or as fast as you like." His lips and face mere inches from hers. "You set the pace, yeah. I don' want you to fear me."

"It's my natural instinct. Everything inside of me is screaming to run away." Buffy whispered meeting his eyes, her body and mind torn. "I want to run, but I know I can't."

I don't have a choice.

"Know our kind are sworn enemies, luv, but" Spike stopped himself before he spoke another word, not ready to tell her that everything in him was screaming and shouting that she was his. His to claim. His to mate. His prize, his equal. Instead, he smiled reassuringly at Buffy. "I'm not going to do anything to hurt you, pet. You set the pace. The ball's in your court, luv."

Buffy's heart thudded in her chest unsure of her next move. She took a deep breath and breathed out her request.

"Kiss me."

Her sweet whispered words had Spike smiling and tentatively leaning forward to capture her lips with his. His demon purred when her hand ran through his hair and he couldn't help but slip a hand underneath the pillow she was propped up against to slide her closer. Buffy came to lean over him as their kisses deepened. Every now and then Spike would trail kisses down Buffy's neck as she gasped to catch her breath.

Buffy had asked to go slowly so he refrained from moving the hand that lay across her waist, fighting against his demons demands to touch every inch of her. This was all new to her and he didn't want to frighten her by making any sudden moves, but when Buffy slid her leg up over his hips and swung it across his waist it made things increasingly harder to keep his hands to himself.

Spike groaned and the hand on that was on her hip tightened and slipped with her as she moved, gliding his palm across her backside to find its hold there. Buffy gasped and Spike took the opportunity to deepen their kiss, tongues battling for dominance.

Buffy moved her hips forward on her own accord and groaned as her center brushed against something firm, offering her body some welcoming friction. She bit her lip and Spike growled when he tasted blood. She found herself on her back and pushed down into the soft pillows before her next breath.

Spike trailed kissed down her neck and whispered words into her ear.

"I wan' to try something. Something that will make you feel good. Can I?" Spike sucked her earlobe into his mouth causing Buffy's breath to hitch. "I wan' to taste you." He licked a path from her neck to her ear and her only response was an unrecognizable mumble of words he took as yes.

Buffy's fingers grabbed the pillows behind her and let out a gasp as Spike licked and nibbled his way down her body and chest, her eyes rolling into the back of her head before something cold and wet met the spot she ached to be touched in.

Spike's fingers seemed to glide across her body, hands playing with her breasts as he licked at her center. Buffy didn't know what he was doing to her body, but she wasn't going to complain. Whatever he was doing felt amazing. She cast her gaze southward and let her lips form a silent "O" as Spike's blue cerulean eyes met hers. He kissed and sucked upon a small bundle of nerves and she gasped, her hips thrusting into his face at her own accord.

He was touching parts of her she didn't know existed, breath hitching with each nibble and kiss.

Oh my God!

"Oh!"

Spike moaned at tasting her for the first time, his head buried in between her legs, his hands pushing her thighs apart as he licked her from bottom to top, paying special attention to her clit. When he sped up his ministrations and let his hands come into play he felt Buffy's firm grip on his hair as she mewled above him.

He could hear her breath coming in shorter gasps and knew she was close. He moaned into her center and quickened his pace.

Buffy could feel something welling deep inside. A tension that was about to snap, her breathing almost stopped, her eyes blurring as she tangled her fingers into Spike's hair and pushed his face deeper to her center. When he growled and the vibrations rushed through her, something snapped and she let out an almighty shout.

"Ohhhh fuck!"

Spike lapped at her center as she came undone beneath him. He suckled until she was spent, left gasping above him. He kissed his way back up her body, a smirk on his features as he nuzzled into her neck, sweat forming on her brow as he hovered above her.

He smiled down at her face before kissing her briefly on the lips and laying back down on his side. Buffy's head turned to face him, a small smile on her lips. Spike rolled her to her side and slid himself against her back, nuzzling into her neck as his hands trailed down her ribs and hips with feather-light touches.

"Feel better?"

Goosebumps rose across her flesh and Buffy didn't have the strength to rebut the smirk that she knew graced his face, too content with the warmth and all encompassing calm that seemed to still be rushing through her. She had never felt such things in all her life. The prospect of sex with anyone had been slim and now that she had experienced the tip of the iceberg she was intrigued.

Excited.

She curled her hand behind her to bring Spike's lips to hers.

"Yes."


Chapter End Notes:
Sorry for the ridiculously long delay in updating! Please don't hate me!!



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