SPOILER: Season 2 after Angel gets the nookie & changes to Angelus
DISCLAIMER: I don't own any of the characters in this story, so don't sue
DEDICATION: To my Georgy Porgy. You know who you are.

"Um.....Hey Willow. You smell good tonight." he laughed at my frightned smile as I tried to back farther into the door eventhough my back was against it. "What's wrong?" he whispered in my ear. "Are you scared? Come on WIl. I'm hurt. You know I wouldn't hurt you." he paused. "Well, not intentionally if I could help it." All I could do was stand there and stare at him. My first instinct was to run, but I knew that he would just catch me if I did. He stepped closer to me and smiled again. Oh God! That smile. Those lips. When he and Buffy were together, I dreamed about what it would be like to have him kiss me. He ran his tongue across his lips slowly as if he had read my mind. I shifted uncomfortably against the door.

He was leaning so close to me, I could smell his cologne. He smelled so good. <Willow!> a voice in my head screamed. <What the hell is wrong with you? He's a murderer.> I tried to listen to it but as he stared into my eyes, the voice got smaller and smaller. Then it yelled louder. <Get out of here Willow! He'll hurt you!>"Uh.. Angel, I have to go home. My mom is probably waiting for me right now." He pressed his body up against mine roughly. "Umph.", I grunted.

He reached down and picked up the keys that I had dropped a few minutes earlier. "Wil, you can't leave now. I came here just to see you." He stood up again and brought his mouth close to mine. "Besides, it won't be any fun without you here. I'll be lonley." As he spoke, cool air blew out of his mouth and sent a shiver down my spine as the area between my thighs became moist. He reached past me and unlocked the door and pushed me gently inside the classroom.

"Angel..I really" i started to say as he pressed his finger to my lips to silence me. He pulled my backpack off my shoulders along with my coat and tossed them to the floor. He picked me up effortlessly and sat me on a desk. He looked at me with curoius eyes and pulled at my shirt.

"How come you always cover yourself up Will? You're way sexier than Buffy ever was. I bet you're a better fuck too." His eyes sparkled with cruelty as he enjoyed my discomfort and silent pleas to be let go. He leaned forward and pressed his lips to mine. I didn't open my mouth, so he pried it open with his tongue, sticking it deeply into my mouth exploring. I just sat there as the voices continued to talk to me. <Willow~! He'll hurt you! He'll probably kill you. get out!> As Angel continued to kiss me, all reasonand logic flew out the window. I laced my fingers through his hair and pulled him closer. He stopped abrubtly and laughed. "See. I knew you weren't as innocent as you pretend to be." He pushed me to the table so I was lying down and he began to tear my clothes off of me.

The sudden realization of what his intentions were hit me like a ton of bricks. As he ripped my shirt off, I tried to sit up but he shoved me to the table hard. I whimpered as he shredded my tights and pulled my skirt up around my waist. He dipped his face in between my legs and he sniffed. "Ummm... Why Willow. You're all wet!" He laughed again as he brought his face back up. He ran a long finger along the crotch of my panties. He smiled with satisfaction as I gasped. No one had ever touched me there before. he pushed my legs farther apart and pulled my panties off gently.

"Oh God. Help me" I prayed softly looking up at the ceiling.

He turned and walked tot he door closing it and locking it. He came back to the table and began to unbutton his shirt. I just watched in awe. His skin was so smooth. As he took his shirt all the way off, I could see his muscles ripple in his chest. He saw me watching him and winked. Then he took off his boots and climbed up onto Ms. Calendar's desk where I was laying. He sat between my legs as he began to unzip his leather pants. I could see his large erection. When his pants were unzipped, it sprang out like it was alive. It was so big! I never knew that dicks could look nice. His wasn't just nice. It was beautiful. In the moonlight that streamed through the window, it looked luminous. He held it in his hands and stroked it a couple of times. He looked at me. "Where do you want it first Will? You being a virgin and all, I'll let you choose."

I just layed there and looked at him. I couldn't believe he was asking me this. I couldn't even say anything. I didn't even know what to say.

He shrugged his shoulders. "Fine. Doesn't really matter to me. " He laughed a small laugh before grabbing me roughly by the hips. "Buffy liked it rough, so I guess I'll give it to you like that. Hold on, 'cuz this is definitely going to hurt." he said in a cold voice. He got on his knees and pulled me towards him. He positioned himself over my pussy and rammed his long, thick manhood into my virginal opening. I screamed in pain and began to sob. He pulled out of me. "Aw shucks. Did I hurt you? I'm so sorry." he said sarcastically as he rubbed his fingers across my hole and brought it up so I could see. There was blood covering his fingers. He licked them and chuckled. "You damn virgins..." he said as he shook his head. He picked me up again and shoved his dick into me again as I cried out in pain.

He moved slow and graceful until I stopped whimpering. Then he put his face to my neck and began to pump harder and faster. I found myself thrusting my hips up to meet is every stroke. He sat up a little and put my ankles over his shoulders, then he leaned down again. I gasped as his dick went further into my canal. as he pumped it in and out of me, I felt the head hitting the entrance to my cervix hard. I raked my nails across his back and moaned inpleasure and cried out in pain. No matter what I did, he kept up his pace biting my nipples as he fucked me. I could feel my whole body tense up as he continued to pound away at me. I locked my arms around his neck and brought my face up to meet is and kissed him. As I layed down, I was racked with an earth shattering orgasm. My first orgasm. Brought on by a demon that had given my best friend her first orgasm. I screamed out and he flinched a little as the walls of my pussy clenched tightly around his shaft.

He began to pump harder and faster as I contiued to ride the roller coasters of my orgasms. I cried out as he shot cold cum into my pussy. He sank his teeth into my neck as he came. As he lazily lapped up the burgundy rivlets of blood that trickled down my neck he whispered a name. His voice was so low that I couldn't really make out what he was sayng. Then I realized, he was sayng "Buffy". I shuddered as I realized that in his mind he wasn't fucking me because of me. He was fucking me because he couldn't fuck Buffy. As I tried to push him off of me he bit down harder on my neck and began to feed on me. And so I died.

Now I'm just waitng for this damn funeral to be over so I can fucking rise already.