Disclaimer: Willow and Xander belong to that great crack-head in the sky, A.K.A Joss Whedon. You sue, you suck. Spoilers: Make a Wish

Willow gulped and held the cross tightly in her hand. The inky black shadows seemed to jump out at her, each rustle of trees reminding Willow of far-off screams. Don't be silly, vampires aren't out yet, it's barely past sunset. Willow silently scolded herself, glancing down at her simple black dress and avoiding the bright circle of a street lamp. Maybe they won't see me. . . well not that that they're out or anything, cuz they're not. Definitely not. I think. Hope. Willow felt anxiety constricting her throat and started walking faster.

For the past few months Sunnydale had become the country's leader in mysterious deaths, and as of late, not so mysterious deaths. The existence of vampires had shocked the town when three years ago at the Bronze the Harvest had unleashed the Master and half the teenagers in town had been killed. And the fact that the government was keeping it under wraps some way or another wasn't helping. Willow silently cursed the Mayor and hoped he ran into one of his un-dead citizens. But then again, they were the ones who voted him into office. Willow was pretty sure dead people weren't allowed to vote but no one seemed to mind. No one ever seemed to mind anymore.

"Willow." An urgent whisper brought her out of her musings. Immediately a coil of fear began tightening in her stomach. Oh god oh god oh god She quickened her pace, knowing if she ran all hope would be lost. Vampires liked a meal that ran and screamed, but if you kept you cool, there was a slight chance they'd get bored and find something, or someone, more fun. Mr. Giles had taught her that they loved the chase almost as much as the kill, and if they were deprived of that, they might not attack. As she heard her name being whispered again, this time closer, she prayed that Mr. Giles third period class, P.P.S, Paranormal Protection Studies, was going to pay off. Bit if it came to fighting Willow would be in trouble. Even though Willow was a white hat, a slayer for Mr. Giles, she wasn't very good. It amazed her that she had stayed alive this long. She hoped her luck wouldn't run out.

"Willow!" The name was called again, with more urgency and familiarity. She faltered and turned. Willow took a deep breath and readied herself for a scream as figure stepped out of the shadows and ran towards her. A body collided with hers and a hand was placed firmly against her mouth before anything but a pitiful squeak could escape.

"Willow, it's me, Xander!" He whispered harshly, dropping his hand. Willow gave a wrenching sob of relief and leaned against him. "Oh god I thought you were. . a. . . a. ." She broke off and buried her face in his neck. Willow stiffened as her nose came in contact with his neck. She pulled back slightly and frowned.

"Xander you're so cold. Are you sick?" He looked at her with a strange glitter in his eyes and smiled.

"No, I'm not sick Willow." He answered, his expression odd. Willow felt a breeze skip lightly across her face and felt for the first time, something wet on her nose. Willow's heart thudded, and she could have sworn it stopped as she reached one hand up to touch her nose. Willow slumped her shoulders dully as her fingers came back red. She looked at him sadly as his features changed. "No. . . Xander, not you." He smiled predatorily, his fangs slipping out and reached a clawed hand for her shoulder.

"Willow, Willow, Willow. . ." He sighed, slipping her waist length hair behind her shoulders. "It was bound to happen. Wouldn't you rather I be your sire than anyone else?"

Willow shook her head mutely. She felt like her entire body had been encased in metal. Nothing was real. It was a nightmare. Briefly, she brought the cross up, and then dropped her hand, putting the weapon in her pocket. She had ceased to care. With Xander gone nothing was left. Her parents had been killed by a goblin of some sorts the year before, and she knew Xander's parents, the wonderful people who brought her in, were most likely dead. Her bestfriend was dead. She was dead. Her last thought before sharp fangs pierced her neck was if Cordelia would still snub her, even in the afterlife.

Willow woke up and stretched languorously. The black silk sheets she was on rustled nicely, and she rubbed her body against the slick fabric. She yawned and blinked several times. Her head was pounding, but the pain was new, different. It wasn't the sharp digs of a head ache, just a dull throbbing, something she had never felt. Her stomach growled, but that feeling was also new. She thought of food, and felt queasy. She wanted something else. . . something different.

"Good, you're up." Xander walked into the room and deposited some clothes on the four poster bed. "Wakey-wakey sunshine." He joked lightly. Willow groaned and swung her feet on the other side of the bed. She looked at Xander for a minute, as the memories flooded her. Willow's eyes widened and she brought a hand to her neck, feeling the two puckered fang marks rapidly healing. The skin covering her dormant pulse was slightly chilled and dry.

"Welcome to beginning of your life Willow." Xander said evenly, sitting next to her. Willow stretched again and turned to look at him. His hair was ruffled and un-gelled. A few black curls spilling onto his forehead. His eyes looked at her with a mixture of pride and something else Willow couldn't quite discern. His lips, usually giving cheshire grins left and right, were as unmoving as his chest. The black leather pants and simple shirt made him look so much more grown-up than Willow had ever seen him. He smiled slightly as he realized what exactly she had been doing. When Willow looked up and she surprised to find that she was not blushing, merely just tingling, all over. Gazing into his hot eyes she smiled and brought a hand to his pale face. Xander turned his face and nuzzled her palm. He yelped and jumped as her soft fingers turned to sharp claws. He brought a hand to his face and felt the deep scratch marks. Xander looked at her vampiric face and felt the anger fade from him. "What was that for?"

Willow shrugged, her face changing back. "It seemed like something you deserved." She said vaguely. Xander nodded shortly and walked to the door. "Get dressed, Harmony will take you to the ballroom, where you can see everyone again." He shut the door behind him and with a soft click. Willow sat on the bed, looking at the blood running down her fingers. Hesitantly, she licked the tip of her index finger and closed her eyes as the coppery taste of blood filled her mouth. She sucked on her finger like an infant. For a few minutes a feeling of great sadness washed over her, and then was gone, replaced by genuine happiness. No more hiding, no more being afraid of going out past five. No more shy, nerdy Willow. No, she thought, slipping on a pair of second- skin leather pants, she was still Willow. . . just a little more fun. And a lot more leather.

Willow descended into the ballroom with surprisingly little nervousness. Harmony, who had in life talked to her for nasty purposes only, was in death respectful and even friendly. While walking with her she had filled Willow in on all the vampiric gossip, who had sired who, who was going to be brought over next, and interestingly enough, who was sleeping with who. According to Harmony, once you turned, sex was better than a mud bath. The most surprising detail was that Jonathan had turned into a lean, mean sex machine after being turned. Harmony, with a cute little pout, complained to Willow that no male vampire was monogamous, but then again, neither was any female vampire. Willow digested this information and wondered fleetingly how long her virginity would remain intact.

As she reached the bottom of the curving steps the heady music, with strange vibrating melodies and flashing lights made her slightly dizzy. Harmony drifted over to Jonathan, and Willow scanned the crowd for familiar faces.

"Willow. . .Willow Rosenburg." An amazed voice said from behind her. Willow turned and smiled.

"Hey Owen, how are you." She yelled over the music, noting that he had barely changed. His black peasant shirt, corduroys, and dark, brooding eyes were the same as always, the only thing different was his red-tinged lips.

He shrugged and looked her over. " Not as good as you look." Owen said huskily, moving closer to be heard. Willow's eyes widened and she stepped back quickly. Ok. . so maybe he had changed a little.

"Bad boy." Willow admonished. "I have to find Xander, later." She walked off, knowing his gaze was still on her. Willow smiled and weaved her way through the crowd. Maybe being a vampire has some perks. She waved to Scott, completely forgetting that she had tried to kill him just a couple weeks ago. Scott, however, still recovering from a super-soaker filled with holy water, didn't return the wave.

Willow turned to prevent being being run over by a three hundred pound, and was stunned the by couple in front of her. Xander and Cordelia. She saw Xander reach with one hand to grab Cordelia's barely clothed ass, and the other wound itself in her dark hair and pulled back for a violent kiss.

For the first time, Willow looked around the black and scarlet ballroom, noting that almost all the vampires were kissing, groping, or in some dark corners. . .Willow looked closer and she saw that it wasn't just a male/female gala either. Harmony, obviously given up on Jonathan, had eased herself into the arms of a curvaceous brunette. Willow gulped and glanced back at Xander. His hand had strayed under her silk mini-skirt, and the other was attempting to take off her tiny halter top. She narrowed her eyes and tried not to scream. Having never been really, truly angry before, Willow didn't know what to do with the mindless rage growing inside her. She didn't even know why she was so mad, but watching Xander fondle their worst enemy was driving her over the edge.

Willow felt her face twitching and realized with a degree of horror and amazement that she was changing. She looked at her hands and saw the pretty pink nails turn to claws. She felt her canines grow out, and her smooth skin turn to hard ridges. With a snarl Willow stalked towards Xander only to be stopped by a beefy vampire.

"God. . .you look so fucking hot." He said, grabbing her arm. Willow glared at him and hissed. "Most girls don't like putting on their true face except to hunt. But I think it's so hot." One big hand caressed her face, while the other pushed her against his chest.

"Get. Off. Of. Me." Willow said, her tone deadly. The rage running through her veins tripled as her vision clouded with red-hot anger. The vampire didn't respond except to turn his already ugly face, into his vampiric form. Willow growled and snapped her teeth at his hand. He picked Willow up and threw her easily over his shoulder.

"Me and you are gonna have some fun babes." He yelled, making his way through the crowd. Willow screamed and clawed at his back with all her fury. He bellowed in pain and slammed her on the ground. She moaned as her head snapped on the cold marble floor. Before she could move the vampire was on top of her, spraying her with foul smelling spittle.

"Bitch, fucking BITCH! I'll take you right fucking here bitch!" He growled, unfastening his pants. Willow looked desperately to the people around her and saw that most were either rooting him on or too busy with their own affairs.

Willow screamed as one sharp claw sliced at her shirt and pants. The next minute she felt him being lifted off her, all at once, and heard a sickening snap. As she scrambled up she saw Xander behind the vampire, driving his knee into his spine with vampiric speed. After a few seconds, which must have seemed like an eternity of pain to Willow's attacker, he stopped and threw him on the floor. A crowd of vampires rushed at their fellow vampire, kicking and clawing to their black hearts' desire. Willow looked on with disgust and backed away. As she ran into a solid chest she turned and slid unconsciously back into her human face. Xander was there, his arms crossed, yellow eyes narrowed and flared nose practically shooting flames. His jaw was clenched, with only his distended fangs showing.

"What the hell did you think you were doing?" He growled. Willow glared at him, her own vampire face reappearing and her anger doubled.

"Trying to find you, that is until I saw you groping the wicked bitch of the West." She snarled, brushing past him.

"Excuse me? What the hell did you just say." Cordelia appeared at Xander's side, putting one hand on his arm possessively.

Willow looked at her loathingly. "Cordelia Chase, slut for life and death." She sneered. The crowd around them tittered excitedly, their fallen friend forgotten for the moment. Cordelia snarled and slapped her across the face. Willow put one hand up to her rough, ridged cheek and looked at Xander. His face was stoic but his eyes were livid. Whether it was anger for her, Cordelia, or the other vampire she didn't know. Willow glared at Cordelia's smirking face and punched her, taking satisfaction in the sickening crunch of her fist meeting the other girl's nose. Cordelia dropped to her knees, her hands covered in someone else's blood.

Willow smiled nastily and walked off, intending to lock herself in her room. Xander caught her in mid-stride and threw her over his shoulder. Willow growled in frustration and kicked him half-heartedly. "Why don't you just club me and drag me to your cave by my hair." She muttered, wondering how mad he'd be if she clawed him. Remembering the look on his face before he picked her up she decided against it.

Xander stalked into the hallway and entered a large double door, leading into a stone room. In there was a bed, couch, and rug before the fireplace. And all were occupied by at least 4 people each.

"Get out." He snarled. The vampires hissed at him but hurried to obey.

"Masters pet." Jonathan grumbled, brushing past him with Harmony not far behind. Xander deposited her on the rumpled silk bed and started yank "What are you doing?" Willow asked falteringly. For the first time she was genuinely scared of her bestfriend. I have to remember that this is the vampire Xander, not my real Xander. But if that was true, Willow thought, then I'm not the same Willow I used to be. Before she had anytime to ponder this newest revelation Xander had thrown one heavy black boot at her head. Willow ducked easily and snarled. "What the hell was that for?"

"Just to make sure you weren't still human or anything." Xander said evenly, the only evidence of his anger was that he still had on the demon's face. "Most vampire's, when they're turned, don't give a fuck about anything besides the kill, the sex, and the partying. Why are you so different?"

"I have no idea what your talking about." Willow said stiffly.

Xander walked over to the edge of the bed where Willow was primly sitting, back straight and hands folded. He stopped when his belt was only a few inches from her face. Willows eye's widened slightly but she made no move to get up. He brought a hand to her chin, gently forcing her head up to look at him. The fire, doubled in strength by the leather boot Xander had added, cast dark shadows over his face. "Why did you attack Cordelia?"

Willow looked at him defiantly and answered. "Because I hate her."

"You don't hate anyone Willow. You cried at every funeral, and monthly memorial we went to. Even Cordelia's." His hand traveled comfortably on her knees. "I. . .I don't know."

"Oh I think you do." He whispered, his palms moving in lazy circles on her leather-clad legs. "Were you jealous? Did you want to be Cordelia?"

Willow tried to get up but was restrained by his hands clenched firmly on her thighs. As she looked into his eye Willow saw the same emotion in their depths that she hadn't been able to recognize up in her room. Desire.

He lessened his grip on her by a fraction and leaned closer, bringing his lips a mere inch before hers. "You don't need to envy Cordelia, Willow. " He whispered her name as if it was the most precious thing in the world. "You don't have to want to be her. You could be so much more." Willow gulped and was glad she didn't have to breathe. She was pretty sure she'd be hyperventilating by now. As his fingers roamed her upper thighs, she felt the light butterflies in her abdomen transform into several bats. They also seemed to migrate slightly lower.

Pleasurable sensation took over her body as he dipped his head to run his tongue over the smooth leather covering her inner thigh. Willow jumped, or tried too, still held down by his hands and squeaked. At least I know I can still do that. She thought wryly. Xander's kisses had led up her pants and into her navel. Willow gasped with air she didn't need and tried to push his head away.

"No! Xander. . . I can't do this with you. ." She struggled with all her might as his head came up to silence her with a kiss. That one kiss, that single moment in time, was all Willow had thought about since her freshman year. And she wasn't disappointed.

Willow felt Xander's lips move over hers, tasting. . .nipping. ..almost as if he was waiting for her approval before kissing her deeply. Willow moaned and her legs instinctively wrapped around his waist. Xander kissed her thoroughly and frantically. Willow, was once again pleased that she didn't have to breathe as Xander ravaged her lips with a rain of kisses, as if he couldn't get enough of her. He pushed her back against the bed and one hand covered her breast, kneading through the thin black tanktop. Willow arched into him, nerves on fire as he rubbed his hardness against her heat. Leather meeting leather increased the friction but holding back what they both wanted so badly.

"Xander. . .please. ." Willow moaned as his lips left a trail of molten kisses around her neck.

"Please what?" He whispered, his tongue sliding around her ear lazily. Willow shivered as the vibrations from his husky whispers, and his closeness attacked her at once. "Please kiss me. ." He whispered before making her lips swollen from sweet rapid kisses. "Or please stop. . ." Xander whispered, thrusting his pelvis against her slowly. Willow moaned and thrashed beneath him.

"Xander. . please-"

"Xander! Come quick!" A voice from the doorway, and the insistent banging that followed, roused Xander immediately. He pushed out of her embrace and walked stealthily to the door. Opening it, he spoke with a vampire, although in a tone so low that Willow could only catch the words "meeting" and "Master wants. . ."

Willow raised herself up on shaky arms and an a hand through her tangled hair. Xander returned and grabbed an overcoat from a chair before the fireplace.

"I have to go." He said, eyeing her through clouded eyes. "We'll finish this later." He bent down for a kiss and met Willow's cheek and she turned miserably away. Xander grabbed her face and kissed her roughly, then threw her back on the bed. "We will finish this Willow." And with a dark smile he left. Willow stared at the door dumbly. He left. Without his shoes. Huh. The next second Willow heard Xander yelling at someone to give him their boots. Willow collapsed back on the bed and sighed, her lips still sore from his kisses.

Willow remembered his last words about coming back. She shivered again and sighed, barely knowing that the shiver that ran through her wasn't of fear, but of anticipatory pleasure.

Willow woke up sometime later, her stomach growling and face already transformed. As she laid in bed, feeling the hardness of her other face, and wishing she could look into a mirror, Willow realized what her dream was of. She had been chasing someone, and when she had caught them she had.. .

Willow rose from the bed suddenly, and steadied herself against the head rush. Feeling her face relax, Willow wished her stomach would do the same. Harmony walked in, her lips stained red and her face slightly flushed with stolen blood.

"Willow, where'd you go. The party was great. . ." She drifted off as her eyes took on a slightly dreamy aspect. Thinking of the brunette no doubt, Willow thought.

"I. . I wasn't feeling very well." She explained, smiling weakly. Harmony nodded solemnly.

"I heard about you and Cordelia." She closed the oak double doors and ventured farther into the room. Willow sat back onto the bed warily. Before they had both been turned at the Bronze, Harmony and Cordelia had been bestfriends. What if she wants to. . to fight? Willow was immediately worried. She knew enough to know that she would've fought Cordelia if she had dared to throw back a punch, but could she now?

Noticing Willow's guarded expression Harmony giggled and sat on the bed next to her. "I'm not going to bite you or anything silly." Harmony broke out into another round of high- pitched giggles. Willow stared at Harmony suspiciously.

"Are you high?" She asked bluntly. Harmony looked at her with wide eyes and successfully held back another giggle.

"No. . no." She choked out. "I just fed. . . and it always gives me a little buzz. Never lasts long though." She sighed petulantly. "Anyways, about Cordelia, she had it coming. She latches onto a guy for a couple weeks, and then gets nasty with any other girl who hits on him. She says that as long as they have her, they don't need anyone else." Harmony shrugged. "I guess she picked Xander because he's the Master's favorite. Not to mention he's a total Spice Boy these days. Leather does his body good. Yours too." She added graciously.

Willow smiled sickly. "Do you know where Xander went?"

"I think he went to the Masters lair. I dunno." Harmony yawned delicately and headed for the door. "Sunset should be any minute, he's probably already back. I should leave before he comes."

"Leave? Why?" Willow said edgily, rising off the bed. Harmony looked at her in surprise, then smirked.

"Well. . . this is his bedroom after all." Harmony left dramatically with a swish of long blond hair. Willow looked around her in amazement. Where were the swimsuit calendars? The pictures of her and Jesse. . .. his clocks. . . The room he now lived in was a shrine to black. The 20 by 50 bedroom was elegantly furnished. Black velvet drapes hid away the floor to ceiling windows covering the east wall. A leather easy chair sat before the fireplace, and a tall oak dresser to the immediate right of the bed obstructed her view of the large walk-in closet that she had explored earlier. She walked into the bathroom, equipped with a black marble Jacuzzi and a shower that looked like it could fit ten. That's probably what it was designed for. She thought wryly, running her fingers over the marble counter. Looking into the mirror, she was still a little shocked to see nothing.

Hesitantly, she picked up a comb lying next to the sink and watched it in the mirror. Almost as if having a life of it's own the comb danced merrily in the air, and then fell with a clang. Willow felt, but didn't see the fingers that ran lightly up her bare arm. The butterfly touch ended at the curve between her shoulder and neck. Willow sucked in air she didn't need but remained still, her eyes fixed intently on the mirror.

Barely touching her, the hand breezed lightly over her throat and down to the valley between her breasts. Never stopping, the nimble fingers continued their journey down, only pausing at the end of her cotton tanktop. His other hand ran lightly up the back of her thigh, then crossed to the front. Willow's eyes fluttered shut as the hand on her shirt slipped underneath. He stroked the silken skin and travel upward. He cupped her breasts through the sheer bra, his other hand rubbing the supple leather covering upper thigh.

Willow's head fell back, immediately supported by a strong chest. Her eyes opened briefly, looking into the blank mirror once again. She turned her head to the right and met his lips hungrily. Xander's right hand rested on her back and the other on the back of her knees as he bent down to scoop her up. As he carried her out of the bedroom she turned and looked at him for the first time since the start of his seduction. Xander looked back at her steadily, his piercing gaze meeting her curious one. She realized that the Xander she knew was gone, but some of him had to be there. She also knew that she was different, that the demon hadn't completely taken her over yet. Why hadn't he, she thought. Before she could analyze her latest thought Xander had stopped before the bed and gave Willow the wolfish grin she loved. Willow was awestruck There he was, the Xander she loved so much. Unfortunately she missed his arched eyebrow and the mischief in his eye. With a laugh he unceremoniously threw her up in the air and was on the bed when she bounced back down a second later.

"How the. . what did. . . Xander!" She sputtered indignantly. He laughed and rolled on top of her.

"You were getting to serious looking at me like that, Will." He whispered, kissing the tip of her nose softly. Willow smiled, suddenly shy. Now he was the one looking at her seriously. Xander supported most of his weight by his arms, located on either side of her shoulders, but his lower body, pressing against her lower body, was slightly distracting. "Willow, I'm different now. You know that." She looked away, trying to dispel the brutally honest words from her mind. He turned her head so that she was looking him in the eye again. "I kill people now, I'm a monster. But you're not."

Willow shook her head. "You're not a monster Xander. " She protested feebly. He ignored her and went on.

"When I woke up, the first thing on my mind was grabbing whoever and eating. The second was grabbing whoever and fucking." Willow winced at his harsh words, but kept her gaze firmly on his. "You're not like that. I don't know why. But I need you to realize that I am what I am. I'm not the same Xander you know, but I'm still Xander. To a certain point. Can you accept that? Can you accept me?" Willow tried to stop the trembling of her lips and the tears springing to her eyes. His words had touched her. Not the words themselves, but the way they were said. Sad and tired, like he thought she would shun him if he admitted this, but had to anyway.

"You're not a monster Xander." She repeated. "If you were, you wouldn't bother telling me all this. You'd just take me without a second thought."

Xander's expression darkened. "I could never hurt you." He growled roughly.

"I know you wouldn't. You never have, well. . other than killing me that is. . . but it didn't really hurt, I mean yeah I died and all. .. but I'm sure you didn't . .umm. . uuhh. . " She trailed off, her cheeks warming even as they stayed the same pale color. Xander looked at her thoughtfully. "What I'm trying to say is that, you're my bestfriend and I want to be with you even if you're dead--we're dead." Her words came out in a pained rush, her eyes squeezed shut in embarrassment.

"You've always be mine Will. In life and death." The women's activist in her wanted to slap him. The rest just wanted to kiss him. There was hardly a squabble over which side won out.

Willow reached up and kissed him swiftly, capturing his lips in his for a brief moment before shyly returning to the pillow. Xander looked at her, blinked several times, and grinned. His lips descended on hers, stopping a fraction of an inch before reaching their goal. "No interruptions." He whispered.

She nodded, her eyes trained intently on his. "No interruptions. Maybe we should put a privacy sign on the door or something. . . " She breathed, the now familiar tingle racing through her veins. Xander raised an eyebrow.

"Well, either that or a three hundred pound vampire."

Willow's giggle was cut off by his lips meeting hers in a breathtakingly tender kiss. Unlike their past kisses, this was slow and sweet. For a few minutes Xander seemed almost satisfied to just stroke her soft skin, smell her hair, and kiss her deeply. Fortunately for Willow's hormones, it didn't last long. Soft kisses turned frantic, petting turned to clutching and whimpers turned to moans.

Xander inched her black tanktop up, pausing only to un-strap her bra. He bit back a growl as her creamy skin was bare to him, and he felt Willow shuddering with desire. Xander skimmed his lips over her stomach and breasts, crushing her mouth with his. She seemed to melt into him. He could feel her body molding to fit his, her entire essence wrapping around him. He ripped his shirt over his head and moaned as crushed her body against his. Willow hurriedly un-snapped his fly and slipped the pants over his hips. Her small fingers touching his flesh wrenched a groan from him that he muffled in her neck.

While nibbling on her ear, he helped Willow take off her own clinging leather pants, kicking them off. Then she lay under him, all white with only a swath of pink separating them. Willow moaned, a throaty plea for more. She moved to slide them off but was halted by Xander. "Leave them." He said huskily, kissing her again. He wanted the pleasure of feeling nothing but a scrap of silk between them. He wanted to torment her, to make her need him with an all-consuming fire that already threatened to take him.

Willow had never felt anything like this. A million sparks running through her body and a million more were shooting directly to one place. The pleasure, so achingly hot, was so new and wonderful she thought she would die if she didn't have more. As Xander's tongue swept over one tight nipple, she arched and pressed herself as close to him as possible. She ran her fingernails as far down his back as she could reach, and then scraped upward, her moan matching Xander's as he bit down on one breast. Willow cried out as he licked the hard nub apologetically, and started to move slowly downward. His tongue delved into her belly button, and Willow cried out as the painful pleasure in her core intensified. Using his teeth, he nudged the pink silk over her hips and past her knees. Kicking them off finally, she reached down and brought his head up for a kiss. "Now Xander, please. . " She begged, squeezing and kneading the muscles in his upper arms. He flashed her a quick grin.

"No foreplay?" He asked smugly.

"We've had years of foreplay, god dammit!" She shrieked, writhing under him. He kissed her, his lips dueling with hers, tongues clashing, and pressed one finger into her. Muffling her moans in his kiss, his finger entered her hot center. Xander shuddering as her tight muscles clenched around his single digit.

"Willow." He said raggedly, breaking the kiss. She squirmed under him, thrashing her head in desire. He slowly pushed a second finger into her, and spread them gently. Her muscles relaxed against the pleasurable invasion and clenched again as a third finger entered.

"Xander. . more. ." All coherent thoughts left her mind as his fingers stretched her gently, rubbing against her sensitive walls. His thumb crept through her fine curls and pressed her clit gently, causing her to scream. "Xander!" She shrieked. "NOW!"

Xander removed his fingers and poised himself at her entrance. He wrapped her legs around his waist and yanked her head back by the hair, kissing her roughly. He thrust into her smoothly, breaking through her virgin wall. Willow's sharp scream turned to a breathy moan as Xander thrust into her again.

He had never felt anything like this before. All the other women he had been with were not nearly as tight, tasted as good, or were as desirable. He knew instinctively that no woman could ever match up to Willow after this.

Willow met his strokes hesitantly at first, feeling his satiny member stretch her hot core and bring her more pleasure than she thought physically possible. As her lust grew, she started using her legs, wrapped around him, to bring her up and deeper onto him. He growled and slammed into her, thrusting to the hilt. "Yes." Willow crooned, feeling his pubic bone rub against her clit. He put both of his hands on her thighs, holding her steady as he delved even deeper into her. Willow matched his fast and deep rhythm, feeling something start to expand inside her. The sensation of something even bigger to come made her pant with air she didn't need and drum her feet on his back. Xander slid closer to her, so the front of his cock rubbing against her clit.

Every nerve, every inch of skin he touched was on fire. As one of his fingers slipped through her curls and pressed against her clit she bucked and screamed hoarsely. The sensations washed over her, making her scream in pleasure so intense it was painful. Xander moaned as her muscles clenched around his cock, and stiffened as his orgasm crested and exploded. Willow ran her nails down Xanders back, shredding his skin.

At the smell of blood Xander climaxed again, driving into her with tremendous force. Willow shuddered continuously as her orgasm went on and on.

As the pleasure ebbed, exhaustion claimed the two lovers, and neighboring vampires were grabbing mates left and right. Silence filled the hallway, that is until the grunts a certain three hundred pound vampire, and a lean, mean sex machine filled the hallway outside the lovers doorway.

Willow woke up the next night with a gnawing, terrible hunger in her stomach. The previous night, being drained physically, and then. . distracted, had taken her mind off her hunger. She turned to Xander's peaceful form lying beside her. His hair was mussed, but other than that he looked like he belonged in a casket. No movement what so ever. One of his hands rested on his chest, the other possessively on her leg. Willow ran a hand softly down his muscled arm, feeling the smooth, cool skin. When she looked back to his face his eyes were trained intently on her. "Good night." He said softly. Willow looked at him, her brow furrowing.

"Wha. . Oh, yeah right." She smiled. "Good night. Sleep well?" Willow asked nervously.

"Very well thank you." He answered, amused by her discomfort. "I'm going hunting with Jonathan and Harmony tonight, would you like to come?"

Willow shook her head. "No."

"We have to figure out what's wrong with you." He said, his voice turning cold. "This won't do at all." Willow shrugged and rose off the bed, walking to her pile of new clothes. She pulled on a tube top and leather mini skirt, her face passive. When she looked back at Xander he was giving her an odd look.

"What?"

"You're so like the old Willow, but you're not." He said in a slightly awed voice.

"Big deal." Willow snapped. "Go hunting." With that she grabbed some boots and walked to the door. Opening it she looked down and gaped. "Umm Xander."

"What?" He asked harshly.

"I doubt Jonathan will be going anywhere for a while." Stepping over the two vampires, she ignored Xander's muttered curses. She understood where Xander was coming from but it wasn't her fault she didn't want to hunt. Pausing at the long staircase, she ducked behind a large vase as voices broke the eerie silence.

"Why are we here luv? This towns bloody boring. It's no fun when the food's smart enough to stay inside."

"The voices. . . someone important is here. . . the voices have told me so."

"Pet. . they also told you that Elvis is in Ohio. You know that blasted slayer killed him in the 80's."

Willow tried not to snicker. She failed.

"What's that? Show yourself."

Willow shrugged and stepped into view. The site that greeted her was nice. A vampire with bleached blond hair, striking cheekbones, and a black trench coat was looking at her almost. . . distastefully. Willow narrowed her eyes.

"Fledglings. . . the skimpier the clothes the better." He scowled and and looked over his shoulder. Willow rolled her eyes as a waif-like brunette was on her hands and knees licking the floor.

"Mmmm. . tastes like sex and blood."

"Candy luv."

"No. . bloody blood!" She chirped happily, licking away to her hearts content. Willow smirked and walked down the steps slowly. The vampire sighed and watched her with minimal interest.

"I'm Spike, thats Dru, we have reservations. .yadda yadda yadda. Where's the leader of this camp?" He asked haughtily.

Willow looked at him steadily, rose one eyebrow, and walked past him. He growled and grabbed her arm.

"While in this camp," Willow said levelly, prying his hand from her arm, "you will respect the fledglings, especially if that fledgling happens to be me." Spike growled deep in his throat, but dropped in his hand.

Willow did the same.

Spike raised one foot for Dru to lick under and returned Willow's glare.

She tried. She really did. But it came out anyway. " Oh. . my. . . lord. . " Willow laughed, holding her stomach. She turned away from him and fell down on the cold marble floor, the fit of laughter draining her energy. When she opened her eyes Dru was licking her calf happily. "Get. . it. . off!" She giggled as Dru reached a ticklish spot on the back of her knee.

"Dru. . don't lick her for whats-his- nose's-sake. She's could be dirty." Spike sighed, a smile tugging at the corner of his lips.

Willow smirked as Dru shrugged and continued licking her way up Willow's calf. "No dirtier than the floor I assure you." She got up, pushing Druscilla gently from her and patting the vampire's head affectionately. "Cute, I wonder where I can get one of my own." Willow said dryly.

Spike's face shifted and he growled at her. "Your lack of respect warrants your death little girl." He said icily. But his yellow eyes betrayed a flicker of amusement.

She walked towards him, stopping a mere inches from him. Her face transformed and she said, "Try it."

"Spike." A voice said from the staircase. Spike's yellow, narrowed eyes never left Willow's face.

"What."

"She's mine." Xander said respectfully, walking towards them. Stepping over Dru, who was making making snow angels on the marble floor, he wrapped an arm around Willow's waist and gently led her away. "I didn't expect you until tomorrow night."

"I couldn't wait." He said bitingly. "If she's yours, then you'd better teach her respect."

"Yeah, and after words I can teach you the wonderful world of Clairol." Willow said brightly. "Cuz peroxide just ain't doing it for ya."

"Willow!" Xander whispered in a strangled voice. "Shut UP!" Spike growled at her menacingly as Xander picked her up and threw her over his shoulder. He stalked into one of the many ground floor rooms and dropped her on the bed. "What the fuck do you think your doing." He hissed furiously. "You do not take the time to have witty banter with a 200 year old vampire." He snarled in disgust and turned away. "The old Willow would have ran past him as fast as she could."

"I'm a vampire now." Willow said evenly, her jaw clenched. "I might not be thrilled about killing people, but I'm certainly not a meek little nerd."

"Your a vampire in attitude, you're a bitch no doubt, but you won't hunt, and you haven't even asked for any blood." The gnawing in Willow's stomach intensified but she still felt revulsion at the mention of blood. "What is wrong with you?" Xander seethed.

She rose off the bed and circled him, hatred blazing in her eyes. "I'm only what you made me. . master." Willow spat out the word with such venom Xander turned around.

He looked as if he was about to say something but stopped. "Yes." He said thoughtfully. "I am your master and you will do as I say. I want you to go back out there, apologize to Spike and Druscilla, and take them to one of the rooms."

"I don't know where any of the rooms are." Willow growled, barely containing her demon face from slipping out.

Xander shrugged. "Put them in the one next to ours." He commanded haughtily.

Willow shook her head slowly. "I want my own room." She said softly. Xander was by her side in less than a second, picking her up by her arms and shaking her roughly.

"You are mine Willow. " He said nastily. "Last nite confirmed it."

"Last nite was a mistake." She protested feebly. He shook her again, her head snapping back and forth.

"Don't you ever say that." He warned. "In life we loved eachother, in death we love eachother. Nothing will change." He left, slamming the door behind him. Willow dropped to the floor, trembling.

"Everything has changed." She whispered.

Willow gathered herself together and opened the door leading to the hall.

". . . take you to your room, she should be here any minute." Willow grimaced as Xander's complacent voice carried to her. She took a deep breath and stepped out of the room, closed it behind her, and walked towards Spike and Xander.

"Feisty little wench isn't she." Spike commented, as she came into view.

"Wouldn't you like to know." She purred, smiling sweetly. Spike looked startled to see her as Xander glowered. Druscilla, just realizing that Willow was flirting with her man, rose gracefully off the floor, and took her place by Spike's side.

"Mine lovey, all mine." She said haughtily, licking the spider webs from her fingers.

"Congratulations." Willow said drily, brushing past Xander to the staircase. He growled softly, a promise of things to come, and stalked away.

"Luv, why don't you go play with puppy. I'm sure he's missed you terribly." Druscilla's eyes lighted up and she skipped down the hallway.

"Puppy. . . .oh daddy-puppy. Good Dru's come back to play with you.. ."

When she had disappeared, Willow turned to Spike. "I won't ask." She said.

"I wouldn't've answered." He commented shortly. Willow shrugged and started up the stairs, before Spike's "Hurrumph" startled her.

"What?" She seethed. Spike smiled, a nice smile, Willow thought briefly, and pointed to the several bags lying on the floor.

"Aren't you going to get those luv." Willow arched an eyebrow and matched his smug expression.

"Jonathan! Get your ass down here!" In a few seconds the haphazardly dressed vampire and his lover had rushed down the stairs, looking hungrily towards the dining room, but staying put. "Get Mr. Spike's bags will you dears." Jonathan was about to balk, but took his friends lead and grabbed four of the bags. Willow walked over, daintily picked up a tiny handbag filled with something bloody, and followed the larger vampire up the stairs. She started up the stairs and grimaced as the over powering smell of the blood assaulted her senses. "Coming. . luv?" Willow said sweetly, masking her hunger. Spike bowed slightly and followed her, a half-smile on his pale face.

"Have you found anything?" Xander spit out, pacing back and forth.

"Nothing." Jenny said, her slim fingers dancing over the keys. "She should be a regular, blood sucking demon. I have no idea why it's otherwise. Look, "Jenny said smoothly, "maybe she should stay in tonight. I'll check her out, maybe I can see what's wrong with her. " Xander growled his dissatisfaction and sat down on the edge on the computer desk.

"Are you sure this thing is reliable?"

"I downloaded everything from the watchers book onto here, everything he knows we know, and he has that best collection on this continent." Jenny said, her dark eyes flashing in indignation.

"Maybe it's just a freak accident. Maybe something in her system revolted to the change. . . all these new drugs going around-" Xander snarled and shoved the computer off the table, watching as it smashed to the floor.

"You, would be wise to keep your comments to yourself." He said, before stalking out of the computer lab.

Jenny looked at the mangled hardware and sighed before going to the closet and taking out another one. She hooked up the new set and thanked the Goddess she had put the modem safely underneath the table.

With a wave of her hand, she locked the door, and with a few muttered words, opened a light blue portal as big as the computer monitor. She dipped her hand in and brought out a large, leather bound book. With another mumbled phrase, the portal closed and Jenny opened the book, her yellow eyes tearing as she flipped through the private writings of Rupert Giles. Her beloved husband.

Willow, after seeing Spike to his room, went into her own. She laid down on the bed as the pain in her stomach turned from nagging to gut wrenching. It was like something had burrowed their way into her stomach, and had not let up. She hadn't even realized the pain until she had smelt the blood. She let out a small cry as the imaginary creature bit painfully into her insides.

The door crashed open and Willow struggled to stand. "We're going hunting. Get up, and let's go." Xander commanded.

Willow ignored the ache in her stomach and glared at her lover. "Over my dead body." She said hatefully. Xander gave a short, rasping laugh, and strode towards her. Before she could back away, he had her over his shoulder, and was walking out. She kicked futily until they reached the staircase. He put her down with a loud thump.

"You either come with me, or I give you to the other fledglings to play with." Willow looked up at him through strands of tangled red hair.

"You wouldn't do that." She said, sprawled on the floor.

He crouched down to her eye level and gave her a chilling smile. "And why is that?"

"Because you love me," Willow said sarcastically, "and you would never let anyone else have me."

Xander's face hardened and he stood abruptly. "I do love you Willow. But vampire love isn't some sappy, disgusting thing human love is."

"I disagree to that friend. " Spike said casually, walking up the stairs. "Right now the demon inside you is revolting at this feeling, and making you into a complete jack-ass. In a couple months it will simmer down, and you will feel that sappy disgusting human love." Xander looked thoughtfully at Willow and turned to Spike.

"She was my bestfriend." He explained simply.

"In that case, I'd give it a couple weeks." Spike said, looking at Willow oddly. " It's worth the wait. Come, before we hunt I want to show you my latest toy. It's a Hadashari sword, takes the head off of damn near anything. . . ."

"Who said I'll wait." Willow whispered, rising to her feet.

Willow was outside for the first time in her un-life. Tears sprang to her eyes, as despair overtook her heart. Everything was so wrong, so beautiful, so wrong. All around her were smells, tastes, sounds, and feelings. The fright of a nearby rabbit, the heavy breathing of a nite time jogger, the smell of wind, grass, and earth. And the stars. Willow looked up, staring at those cold, cold stars. For the first time she understood the meaning of infinity, how the universe went on forever. How she could go on forever. Such knowledge is so immense, it's almost painful. Tears sprang to her eyes as she looked at the stars, once so beautiful to her, now just a reminder of a life she would lead with them, a life without life. Watching as the world changed, remembering the way things were, wishing to go back. Damned.

"The sky is deep, the sky is dark, The light of stars is so damn stark. When I look up, I fill with fear. If all we have is what lies here, this lonely world, this troubled place, then cold dead stars and empty space... Well, I see no reason to persevere, no reason to laugh or shed a tear, no reason to sleep or ever to wake, no promises to keep, and none to make. And so at night I still raise my eyes to study the clear but mysterious skies that arch above us, as cold as stone. Are you there, God? Are we alone?"

Willow turned to Spike, hurriedly brushing the tears from her eyes. "That's really beautiful." She whispered.

"Book of Counted Shadows. Some of the best poems since the 17th century." He said, looking speculatively at the tears in her eyes.

Willow nodded. "Well then, I suppose we know the answer to that poets question. Everybody's question actually."

"How so?"

"Wondering if there's a God, and there must be, if we're here." She said slowly.

"Deep thoughts for such a new fledgling." He eyed her suspiciously. "You're. . . a bit different, yes?"

"Yes." She smiled ruefully. "A bit."

"Hey, lets go." Xander yelled, a block away. "There's some fast food a little ways down." Willow once again heard the heavy breathing of the jogger and repressed a shudder.

Jenny flipped on the cell phone and dialed quickly. "Yes?" A tired voice asked. Jenny closed her eyes and swiped at the random tears that slipped through. "Rupert. I-It's me." She whispered, her voice cracking.

"Jenny? Oh god Jenny." The tired voice came alive, the British accent never more enticing, the tearful words never more loving. Jenny bit back a sob and tried to steel herself. She had called for a reason.

"Willow's here, Rupert. The real Willow, she has a demon face, and demon strength, but a conscious, and very other un-vampire like qualities." There was only silence from the other line. "You gave her the potion didn't you."

"Yes." He whispered. "I couldn't, I couldn't bear to think of Willow, turning into. . .into one of them. I had to. Amy is making more for the others. We might be able to find a cure, if we can be sure this works."

"It works." Jenny said softly, "it really works. But I don't know for how long."

"What do you mean?" Giles asked, his voice rasing in panic. "Has she fed yet?"

"No, but she's out hunting now. I tried to stall Xander, but I couldn't without getting him suspicious. "

"Xander." Giles said numbly.

"Yeah, the Master sired him and made him his next in command. Therefore he's Mr. Big around here. He turned Willow, and took her out hunting."

"If she feeds. . " Giles trailed off and Jenny closed her eyes.

"If she feeds, she will turn into a true, blood sucking demon." Jenny continued softly. "But if we can get her the second part of the potion before she feeds, she'll keep her soul. But, Rupert, how is that better. She'll still be a killer, she'll just keep her soul. She'll have to live with the guilt and hatred inside of her forever. How is that better?" Jenny asked harshly, her voice breaking.

"I'm so sorry Jenny. I'm so very sorry." Giles said, his voice choked with tears. "Please, come home. We can leave this place. I'll find the cure for you. We can leave. . "

"No." Jenny said firmly. "This place needs you, Rupert. You and all the other slayers. And it too late for me. " She sighed and put her finger over the OFF button on her cell phone. "Damn, I sound like a bad horror movie. Just find her okay? She'll be at the Bronze. Thats where they take all new fledglings." She paused. "I love you." Jenny pressed the button before he could repeat her words, and calmly put the phone in her purse. She stared into space for a few minutes, and started screaming. No one heard her, no one cared to. Soon, a different, even more frightened, even more terrified voice joined her from outside. But that one was abruptly cut off. Jenny Calendar Giles continued to scream.

Willow gagged and fell to the ground, clutching her stomach. Xander was feeding hungrily on his victim, while the others, with the exception of Spike, had split up. When Xander went in for the kill, Willow watched in fascination as the blood spilled, his voice screamed, and his life ended. The intense hunger that seemed to come and go, rushed through her once again. She clutched the grass, and hoped the Spike or Xander didn't trip over her.

Willow felt sick, sick that for a few moments, she had been enraptured by the hunt, the feed, and the kill. What was wrong with her? She thought miserably.

"Willow! Willow where are you?" She heard Xander call. She curled into the fetal position and squeezed her eyes shut. The smell of blood became stronger as he walked nearer. He passed by the other side of the tombstone Willow was hiding behind without glancing down. Willow smelled rather than heard Spike walk over to Xander. The coppery smell of blood wafted to her, but not as heavy. "Did you see Willow?"

Willow strained her already supernatural hearing.

"Yeah." Spike said, after a slight pause. "I'm think Jonathan took her to the. . Brains. . Brasses. . ."

"Bronze." Xander corrected. "I'd better find her before she does something stupid." The almost tenderly spoken words drifted gently through the wind to where Willow lay.

"You really do love her, don't you mate." Spike said softly. "Savor it, and don't let anybody scorn it. Love among vampires is rare, and something eternal."

"Yeah." Xander said, quickly changing the subject. "You wanna go to the Bronze, or hunt out here. The pickings are slim, all you'll get is maybe a drunk or a suicidal teen."

"There's always the occasional lucky girl wandering around." Spike answered.

Willow heard Xanders soft tread through the grass and relaxed. Xander did love her, she knew that. But did she love him. She had thought so of course, but how could she love what he had became, what he had made her?

"I need you to realize that I am what I am. I'm not the same Xander you know, but I'm still Xander. To a certain point. Can you accept that? Can you accept me?"

His words rang through her mind. She could not accept him as long as she couldn't accept herself. She loved the old Xander, but could she love this Xander. The Xander that made her feel so loved, and so special last nite, and then treat her like a possession the next day. A simple thing that he owned. Willow's face hardened. She didn't belong to Xander. That was the one thing she was sure of.

So intent on her thoughts, she didn't see the shadow that melted into all others, until that shadow was crouched in front of her.

"Go away Spike." Willow mumbled, hugging herself tightly.

"What in bloody hell is wrong with you." He asked, his accent more pronounced by his confusion. Willow sat up and leaned against the tombstone, holding her stomach.

"I don't feel well." She muttered.

"You don't feel well? You're dead! Get over it. Go. . bite something." Willow grimaced and shook her head. "What, you don't like blood?" He asked drily. He scratched his head and looked at her thoughtfully. "Before you couldn't shut your damn trap. Now you've gone mime on me." Willow didn't answer. The smell of the fresh blood emanating off of him was more than she could stand. "When were you turned?" He asked suddenly.

"Yesterday." Willow whispered.

"Have you fed yet?"

"No."

"Bloody hell." Spike whispered. "A vampire that doesn't like blood."

Willow shrugged. "This is Sunnydale. A Suburban hell. Literally."

"Suburban? I've never heard that word before."

"It's a place where they rip out the trees and name the streets after them."

Giles uncorked a bottle filled with a glowing blue liquid and poured it into a small vile. He put that, and another in his pocket. Just in case. Giles put on an ancient gypsy Bacharri; a bracelet with a cross and holy ring attached. The bracelet, attached to a cross that fit snugly in the middle of his palm, with a cross-emblazened ring on the other end to fit, appropriately enough, his middle finger. For tight spots a simple slap or punch had saved his life. He fished his cell phone out of his pocket and dialed. "Oz? Is everyone ready? . . . . . Good. . . . Yes, we were all fond of Willow. " Giles' face hardened. "Xander also. But there's no hope for him. Take care to remember that. I'll meet you outside." He hung up and left the small, bare apartment . The pink dawn was still hours away, and the streets were empty. Except for a few moving shadows. He ignored them and climbed into the blue van that screeched to a stop in front of him. He looked around at the grim, determined faces of his slayers, his white hats, his children.

"We'll get Willow." Amy said, putting a comforting hand on his shoulder. Giles looked into her one good eye and smiled, trying to ignore, as he always did, the deep scar that ran through her other, once beautiful blue eye. He turned back around and knew, as he always did, that he would lose most of them. And keep on losing. Until there was no one left.

"So you were bestfriends, eh?" Spike said, leaning against the tombstone next to her.

"Yeah." Willow mumbled. "God my stomach hurts."

"Why don't you eat."

"Why don't you go away." She answered testily. "You're supposed to be some big macho vamp... why are you talking to a soulful fledgling."

"Soulful or not, you're an interesting brat. And after a couple hundred years, interest is a fleeting emotion at best."

Willow gritted her teeth as another wave of pain washed over her. He noticed her stiffen and leaned closer. "If you feed, the pain will go away." He whispered, his blood laced breath caressing her.

"If I throw a fucking stick will you go away?" She snarled, her true Face emerging. Spike growled and pounced on her, pinning her to the ground. Willow struggled to buck him off but couldn't. He brought her shoulders up, and slammed them on the ground.

"Listen to me you little bitch. I could kill you for talking to me that way, I deserve and demand your respect." Willow looked up at him, her Face retreating. His hands crept up to her neck. "Do you hear me?" She nodded as he squeezed gently.

"I don't. . want to feed. . . just want. . .pain. . . to go a. . away." She stuttered, trembling as he caressed her neck. He remained silent, crouching directly over her, his face hidden by the shadows. Spikes hands continued their gentle caresses, running over the still fresh and soft skin. "Spike." Willow shivered, this time from the unexpected pleasure, than from fear.

"I can take your pain away. For a little while." Spike whispered. Willow looked up at him, thinking immediately of Xander. But then, she thought of her earlier decision. She didn't belong to Xander. She never would. And now was the time to prove it.

"Please." Willow whispered, licking her lips. "Take it away." Even in the darkness, she could see Spike's predatory grin. He lowered his lips as well as his body to hers, both touching eachother's counter parts intimately. She moaned as his tongue stroked her lips, finally dipping in her, tasting her, drinking her in. She arched against him, the faint taste of blood in his mouth exciting her . His hands wandered to her shirt, rubbing her breasts through the thin material. "Spike," she breathed, "I can't wait."

He raised her arms and slid the shirt off, his fingers tips brushing against her skin along the way. The moonlight shone on her auburn hair, pale, pink tipped breasts, and slightly reddened cheeks. "Peaches and cream." Spike said softly, taking one hard nipple into his mouth. "Peaches." Willow ran her hands through his hair and jerked upwards, tearing him from her breasts and to her mouth.

"Salt and sugar. " She panted, running her hands through his white hair. She kissed him roughly. "Mmm. . sugar." He laughed, a deep throaty sound, and pulled her pants off in one swoop. She fumbled with his silk shirt and finally ripped the buttons off. She yanked the black tanktop he wore underneath off, and ran her hands down his strong, wiry arms and chest. "Now Spike." She moaned, her pain, as promised, gone and forgotten. Spike slipped out of his jeans and grabbed her hips pulling him against his hard cock.

His touch, gentle as Xanders, rough as Xanders, wasn't Xanders. And that's what turned her on so much. She ran her nails down his back and licked his shoulder. She gasped as Spike drove into her, burying himself to the hilt. Her eyes clamped shut, and the momentary discomfort dissipated, with only aching need left in its place. "Oh god. ." Spike choked. She looked up at him, his face chiseled in exquisite pleasure, the moonlight highlighting his high cheekbones, full lips, and almost pained eyes. "Xander. . didn't get to you much did he?"

She bit his neck, hard. "I don't want to talk about Xander. I want you to fuck me." Spike took this subtle cue and thrust into her deeply, moaning as her muscles clenched around him.

Willow reluctantly let go of him as he sat up, his ass resting on his heels, his hands controlling her thrusts. He thrust into her, raising her hips to slide in deeper. She moaned as his fingers danced lightly over her swollen clit. Willow sighed as she realized the sick beauty of the moment. Lying in a cemetery, a warm breeze skipping over her, the dewy grass making a soft blanket, her lover pleasuring her intensely. She trembled as her orgasm crept upon her, Spike slowed, delaying her pleasure. "Spike!" She cried. He thrust into her rapidly, bending low so that the front of his cock brushed against her clit. As she began to shudder, Spike pulled completely out. Before she could say anything he had delved between her legs and he was sucking her throbbing, sensitive clit. Willow screamed as loud and as long as she could, her body shaking violently as the strongest orgasm of her short sex life overcame her. Everything shimmered, and shook and finally turned black as Spike, not so gently, bit down on her hard bud.

Xander turned and looked behind him, his dark eyes narrowing. "Xand." Jonathan called, leaning against the club's door. "You coming?"

Xanders eyes roamed the inky blackness, and finally turned, walking inside the Bronze.

When Willow woke a few seconds later, her body was still shuddering and Spike was lazily stroking his still hard cock. "Oh my God." She whispered, pressing one trembling hand to her burning, but pale cheeks.

"He hasn't anything to do with this." Spike said, dragging her to him. He laid down, positioning her on top of him. "This is all. . . us." He moaned. Willow impaled herself on his marble cock, hissing as the base brushed against her clit.

"Where's Willow?" Xander demanded. "Spike said she was with you."

Jonathan shook his head. "I've been here for about 20 minutes and haven't seen her."

"Where the fuck could she be." Xander muttered.

"Spike. .Spike. ." Willow babbled, rising and twisting, turning and sliding on his cock.

"Come for me baby. Come for me." Spike said, pinching her nipples.

"Spike." Willow moaned.

"You don't think she's fed yet do you?" Oz asked calmly.

Giles shrugged, taking off his glasses tiredly.

"If the potion we gave her worked, she still has her conscious, she wouldn't want to feed." Amy quipped, pouring holy water into a huge, special-made super soaker. "She should still be good old Willow."

"With fangs." Larry muttered.

Willow snarled, scraping her nails down Spike's muscled chest. His borrowed blood trickled down his stomach, polling on his thrusting pelvis. Spike ran three fingers in his wound, seconds before it closed up. Willow's eyes were closed, head thrown back. Spike brought his fingers to her lips, smearing his blood on them. Willow eyes opened, and soon, bright green turned to glowing yellow. She sucked greedily on his digits, the coppery taste of blood filling all her senses. Willow sucked on him as hard as she could, thrusting down faster and harder as she came again, biting his fingers. Spike cried out and thrust up into her one last time before coming.

The night echoed their cries, as the things in the dark, hating instead of loving, were also fulfilled.

"I feel strange." Willow said, drawing lazy circles on Spikes chest.

"How so?"

"I feel. . like something was about to happen, but didn't. I felt it when I. . .umm. the last time we. . " Willow stammered, "well, after I was drinking your blood. I can't explain it. " Spike stroked her hair gently.

"You were probably just reacting to your first taste of blood. It's always an odd experience."

"An orgasmic experience." Willow mumbled, hiding her smile in Spikes neck.

"What was the luv?" Spike asked mischievously.

"Nothing, ducks." Willow sighed contentedly. "Spike. . "

"Hmm."

"Why are you being so nice to me. I mean, I was a brat to you before. and. .and I always thought vampires were mean nasty things. To eachother and humans."

Spike thought for a minute before answering. "Most vampires are. But when I fell in love with Dru, part of the demon inside me died. I can still be a wanker, but I can also. . like things. I like you. I like that I can hold a bloody conversation with you. Most female vampires are twits."

"But. . how can you love Dru, and sleep with me?" Willow asked.

"I do love Dru, but one mate can't satisfy a vampires sex drive." Spike sighed. "Sex is nothing Willow. It's physical. To humans, it's something special, to vampires, it's fun, and easy to obtain. You'll understand that in a bit. Not to mention that bad sex among vampires is nonexistent."

"I was wondering about that. I mean this was. . wow, and Xander was.. . shit!" Willow scrambled up and started yanking on clothing.

"Really? Maybe it's because he was just turned." Spike smirked at Willow's dirty look. "What's wrong?"

"I'm supposed to be at the Bronze. Xander will kill you if he finds out. . what we did."

Spike leaned on his elbows and appraised her coolly. "Xander would try. And he would fail. At the expense of his own un-life."

Willow stiffened, and yanked her shirt down. "We can't let him know."

"He'll know as soon as he gets within five feet of you."

"Why?"

"Smell your hand, your arm, what do you smell like." Spike stood up and fastened his pants. "Go ahead, do it."

Hesitantly, Willow brought her arm up to her face. Her sense of smell, magnified by the hundreds, caught the heady odor of sex and grass.. with something else she couldn't quite place. As Spike neared her, pulling his tank top on, and discarding the ripped silk shirt, she realized what the other smell was. It was the smell of Spike. I smell like sex, grass, and Spike. Damn that's not good, she thought. She sighed and started walking towards the Bronze.

"Do you hate him." Spike asked, catching up to her.

Willow thought briefly. "I hate what he did to me. But no, I don't hate him."

"Do you love him?"

"I love the Xander I used to know. . and I. . . " Willow shrugged," I could love this one, but. . I don't know if I want to. He's so cruel. But sometimes. . " She trailed off as they neared the Bronze. "He was my life when I was living, and he knew it. Now he wants to be un-life now that I'm dead. And I don't want that."

Spike was looking at her now, the range of emotions flitting across her face fascinating him. "So what are you going to do?"

Willow took a deep breath and shrugged. "Half hope you take mercy on Xander." She started walking into the club. "And half hope you don't."

"There she is." Amy yelled excitedly. Oz saw Willow disappearing into the Bronze and slammed on his brakes, hitting some nearby vamps, and squealing to a stop a few feet from the door.

"Larry, Amy, grab the guns and cover Oz and I. As soon as you see me grab Willow, head for the door." Giles ordered, opening the vans door.

Larry jumped out, firing wooden bullets out of a M-40, with Amy close behind, shooting holy water in every direction. Giles and Oz jumped out of the car behind the rest, heading for the club.

Willow walked into the club, surprised by how little it had changed. They had closed the Bronze a couple years back, only to have it re-opened by the local night life. The dark decor was still in place, although the cage dancers, or meals, were new. She glanced at Spike who was surveying the room carefully. The male minions who recognized him slunk away, while the females regarded Willow with envious hostility

"Willow!" Harmony called from a few feet away. "Glad you could ma-Whoa." She stopped a foot away from Willow and then backed away. She glanced at Spike, inhaled deeply and laughed loudly. It was obvious the vampire was on something. "Xander's gonna have a heart attack." She backed away, still laughing.

The hair on the back of Willow's neck prickled and she turned around slowly. Xander was staring at her intently from the balcony. His eyes shifted from her to Spike, then resting back on her. His nostrils flared slightly and out of nowhere chaos erupted.

Spike was grabbed by at least thirty vampires and dragged onto the floor. He cursed, kicked, and struggled but to no avail. Before Willow could jump in the fray to help him, Xander was beside her. He grabbed her by the neck and slammed her against the wall. Willow looked into his furious yellow eyes and started crying.

"Was it worth it?" Xander screamed. He raised one clawed, deadly hand.

Oz took careful aim and shot, the blast of a double barrel shotgun ripping into Xanders hand. He screamed and dropped Willow, cradling his hand. The vampires who were fighting with Spike, turned in usion and looked steadily at Oz.

"Should I say something witty?" Oz asked, before being attacked.

Willow dropped to the floor, holding her throat. Xander howled in rage and grabbed her ankle, dragging her back towards him. One booted foot came down heavily on Xanders good hand, and the sound of crunching bones filled Willows' ears.

Giles scooped up Willow, looked at the carnage blocking the door and carried her behind the stairs. "Are you okay?" He asked, checking her worriedly. She nodded and rubbed her already healing throat, slumping against the wall.

"What are you doing here?" She gasped.

"I'm here to save you. Drink this." He produced a vial of glowing blue liquid. "It will help you keep your soul Willow." She looked at him, confused.

"I'll be human?" She asked hopefully.

"No." He answered shortly.

Xander screamed and jumped off the floor, holding his healing hands before him. The flood of white hats were killing vampires left and right. Vampire blood and guts covered the Bronze, courtesy of his former friends. It disgusted him that only days before, he had been one of them.

All and all, the slayers were winning. Spike, their only chance, was weak from the beating, and had escaped out of a window along with most of the other vampires. Xander would deal with them later. He saw a flash of red hair behind the staircase and directed his hearing to that spot. After a minute he smiled grimly and surveyed the room. He almost laughed outloud as he saw a certain vampire run into the Bronze.

"If I won't be human, what will it do?" Willow sobbed. "Turn me into a rat? Kill me? Is it a suicide potion? What have you done to me." Giles took her in his arms.

"I gave you a potion before you turned. I gave it to everyone. I just didn't have time to tell you. If you were turned you would still be human, have human emotions until you fed. If you fed before I could give you the second part of the potion, you became a real vampire. If I could administer the potion, you would still be a vampire, still have a blood lust. But you'll have human emotions, it's the first step to finding a cure."

"If I take it, I'll feel guilt, guilt and terror. . forever." Willow whispered into his shoulder. She jumped as a vampire crashed in the stair case in front of them, and immediately dived back into the fight.

"Yes, guilt." He stroked her hair softly, thinking of his wife. "Or I could.. I could kill you. Which do you want Willow?"

"How about what's behind door number two?" Xander asked, dragging Jenny behind him. Before Giles could move, Xander ripped her head clean off.

Oz finished off a few nearby vamps and gasped heavily as the rest fled, realizing although they out numbered the slayers, they were losing. The remaining white hats walked, and in some cases, limped over to Oz.

"We won." Kim, the youngest slayer said, laughing. "We got so many of them." The rest only looked at her sadly. "What?" She asked, sobering. The thrill of victory rushed through her body, and running adrenaline masked the aches and pain she was sure to have tomorrow.

Silently, Oz hugged her as they all did and Kim started to cry remembering the times they had done this before. When she had hugged her fellow slayer after a battle. She raised a hand to her neck and quieted as it came away red. The pain had been masked by her adrenaline. Kim said a silent prayer and held her hand out to Mia, her bestfriend, who was sobbing quietly. Oz shoved his final stake through her heart and closed his eyes as she fell to the ground, her hand slipping out of Mia's grip. Not dust yet, but would be when she turned. It was then when they heard Larry's curse. He was staring down at something on the ground. As he moved away they saw the surprised, and scream-frozen expression on Jenny Giles's head.

"NO!" Giles screamed. The knife Xander had stuck in Jenny's back was pulled out and stabbed into Giles. He gasped as the knife buried itself deeply into his chest and dropped the vial. Xander, still gripping the handle, picked him up with it, and flung him in the direction of the slayers. Willow flew at him, punching and kicking before Xander grabbed the back of her head, and shoved into Jenny's neck. "Time to eat sweetheart." He grinned triumphantly, and spit on the glowing blue liquid pooled at his feet.

Willow tried to fight the blood flowing over her face. The smell of it, the taste that wet her lips. It was too strong, she was so weak.. She tried to remember what Giles told her. She tried to remember that this used to be her friend. She tried so hard. But it wasn't enough. A second later, Jenny turned to dust, and Willow stood.

Giles pulled the knife out of his chest as he landed and tried to staunch the flow of blood. He was sure no major arteries had been hit, but the pain was still excruciating. "Giles we gotta get you out of here." Larry hefted him up and started out of the now almost empty Bronze.

"Jenny. . Willow. ." Giles said weakly. Oz looked behind him and saw her.

Blood covered her smiling mouth, and she was staring at them. Slowly, she blew him a kiss. Oz backed out of the door, and let it slam behind him.

Xander came up behind Willow and slid his arms around her waist. "Now that wasn't so bad, was it?" He purred.

"Was fun. Now bored." Willow thought of something and turned. "Who's puppy?"

The End????