"So who's up for popcorn?"

Cordelia's cheerful if somewhat loud voice brought Angel and Wesley's heads around. They both watched as the beautiful brunette navigated her way around the living room, carrying a huge bowl of popcorn, a large margarita, a bottle of water and a mug. Frowning in concentration, she tried to balance her burden, smiling triumphantly as she reached the coffee table and successfully set the items down, flopping back onto the sofa and turning to face her companions.

"Come on, you two have been brooding over that scroll all night. You need to replenish those brain cells and I've got plenty of popcorn, I've even got some bottled water here for you Wesley, so come on, relax for a while, why don't you," she said brightly, taking a sip of her margarita.

"Well… we could use a break, and it's been quite a while since I've had popcorn," Wesley said, eyeing the bowl with relish and moving towards the sofa. That gained a smile from Cordelia, who then turned back to meet Angel's gaze.

"Angel, I know popcorn isn't high on your list… either are margaritas for that matter, but just for you, to show you how good a friend I am," she said with a wide smile, turning and grabbing the mug, then holding it out to him. "I even heated it up for you… gross as that sounds, but hey, a vampires gotta do what a vampires gotta do, so does his seer, I guess," she finished with a grimace that turned into a sweet smile, one that made Angel realize how seldom she used it anymore. It was nice. Very nice. Almost too nice for his peace of mind.

"Come on," she coaxed with another smile, holding out the mug and patting the cushion next to her, "I don't bite… unless you want me to… then again, maybe I shouldn't go there, considering your alter ego," she muttered, before the smile returned full force and aimed directly at him.

Angel sighed as he smiled back and moved towards her, taking the mug from her hands. He felt a flash of electricity jolt up his arm… along with another emotion he wasn't willing to name as their hands brushed. He watched Cordelia jump slightly, before recovering and quickly give him another sweet smile.

Shrugging it off, he moved over and sat down next to her, noticing how small her sofa seemed with just the two of them on it. Wesley had settled himself on the floor in front of them and was happily munching away on popcorn as he channel surfed.

"See that wasn't so hard, now you just relax, and we'll have a nice evening, we deserve it after all we've been through these past few weeks. Unless I get a vision, evil can wait one more night," she finished with conviction, settling down on her end of the couch, reaching for her margarita and slurping half the contents down in one huge gulp.

"Ummm, Cordelia," Angel said gently, smiling as he watched his best friend's extremely bright eyes turn his way.

"What Angel?" she asked sweetly, taking another long slurp of her drink.

"How many of those have you had tonight?" he asked, trying to determine if she was drunk.

"This is only my third, or maybe my fourth, I can't remember. You two were so engrossed in the scroll, you never answered when I asked if you wanted anything, so, all the more for me," she replied happily, turning back to her drink.

"Really," Angel said, trying hard not to laugh as he watched her wriggle into a more comfortable position on the couch. Once she found it, she sighed blissfully and snuggled down into the cushions, happily sipping away, eyes bright, and cheeks flushed as she started arguing with Wesley.

That settled it.

His best friend was well on her way to getting sloshed. And he suddenly realized that could make for a very interesting night. He'd never seen her really drunk before, and had a feeling it would be quite a sight. He smiled to himself and settled back to watch.

"Wesley, what in the world are we watching?" Cordelia's voice was still syrupy sounding, but with a hint of the irritated woman they both knew so well.

"It's a documentary on ancient weapons, fascinating really, I knew there were all kinds of historical meanings to metals, and swords, but really, I didn't know half this stuff… then again, I suppose you're somewhat acquainted with metallurgy Angel?" Wesley mused, still munching on popcorn while staring at the TV.

"I have a little experience with it," Angel replied dryly, smiling as he noticed the irritation building in Cordelia's eyes.

"Okay, fine, you want to watch a boring program about weapons, not that you don't see them, let alone use them everyday, you watch it, but not in my apartment," she finished, pouting then smiling triumphantly as she watched Wesley sigh in resignation and hand over the remote.

"Okay, it's your house, your popcorn, your TV… what do you want to watch?" Wesley replied, settling back against the couch as he waited for her reply.

"I don't know, but anything other than this," the brunette replied, flipping casually through the channels, waiting for something to catch her eye.

As the two men watched with amusement, they saw Cordelia's brow furrow and both tried not to laugh as the TV suddenly began flipping back and forth between the same two channels.

"Enough Dennis! This is my night, I'm home and we're going to watch what I want for a change, you've got the place to yourself all day, so quit changing the channel!" she nearly yelled, sighing as the TV finally stopped.

"Thanks Dennis," Cordelia replied, all happiness and light again as she started flipping through channels herself, while she polished off her margarita.

Angel was struggling to hold back his laughter. Cordelia's tussles with Dennis were some of the most amusing things he'd ever heard, and always proved amusing to watch. He could see the smile Wesley was fighting, and knew his friend was amused as well.

This was a good thing. They saw enough evil and darkness in their daily lives a little light heartedness had to be good… at least for Wesley and Cordelia. He'd long ago learned to accept his life of unending darkness.

Besides, ever since the explosion, they'd all been hanging out at Cordelia's although they rarely sat down and did something as mundane as watching TV and eating popcorn. It was actually kind of nice, in a familial sort of way, and Angel realized how much he'd missed this type of bonding. He had to admit, though he'd never tell them, it beat sitting in the dark and brooding.

"So boys, what shall we watch… oh wait a minute, stop, oh God, I'm in heaven, look at that gorgeous man," Cordelia sighed as she stopped channel surfing and turned her suddenly rapt attention to the man on the screen. Angel and Wesley turned to see whom she was so enraptured with.

"What are we watching? Looks like Toronto, to judge by the setting… some police show… what's so exciting?" Wesley asked, earning an incredulous stare from Cordelia.

"Duh, it's Forever Knight. You can't mean to tell me you've never heard of this show, you an ex watcher and rouge demon hunter," she began, seeing Wesley's clueless look. She sighed and turned to Angel, sure he had to know the program, but was surprised to see a puzzled look on his face as well. "Angel, you don't know about this show? "Mr.-I'm-The-Original-Vampire- Cop" has never heard of Forever Knight?"

Angel shrugged and smiled sheepishly. "Sorry, you know I've never watched much TV… and aside from a few things, I don't know that much about what's on… so what's the show about?" he asked, wondering why she suddenly broke into slightly drunken laughter.

"Oh brother, you two are in for a surprise, tell you what," she said, struggling to her feet, wobbling a bit as she managed to stand, then steady herself against the edge of the couch. "I'm going to make myself another margarita, you two watch for a few moments, you'll see what I'm talking about. Brood Boy over there might even learn something useful," she half muttered the last few words as she shuffled off to the kitchen, weaving slightly as she disappeared from view.

Angel and Wesley stared after her with amused smiles.

"At least she's sounding more like her old self, I was worried there for a while after we broke the curse," Wesley said with a sigh, seeing Angel nod.

"I think this type of thing does her good, to tell you the truth, I think it does us all good, although I wonder what we'll learn about our dear Cordelia if she gets really plastered," he mused.

As Angel relaxed, he was surprised to find he meant what he'd just said. He had come to think of them as his family, and it made him feel good for a change to do something together. He knew it meant a lot to Cordelia, though she'd never admit it. At least, not when she was sober. Which brought up a whole field of possibilities.

"I know what you mean," Wesley replied, turning back to the TV and grabbing another handful of popcorn.

Angel smiled then turned his gaze back to the empty space on the sofa where Cordelia had so recently been. He closed his eyes, seeing again the image of her in that hospital bed, pale and drawn, fighting a pain he couldn't take away, or protect her from. He thanked whoever had been watching out for him that night that he'd been able to get the scroll back and break the curse. He shuddered to think what might have happened if he hadn't. If he'd have lost Cordelia…

Wesley's laughter brought Angel out of his morbid thoughts. "What's so funny?" the vampire asked, seeing his friend nearly doubled over on the floor.

"Look at the TV, I think I see what Cordelia meant," Wesley managed, before losing it again.

"See Wesley, I told you you'd end up being amused when you figured out why I liked the show so much," Cordelia's satisfied, if slightly slurred voice called out from the kitchen.

Angel watched as the blonde cop fought off someone who looked remarkably like…a vampire. Angel's eyes widened as he watched the struggle, immediately seeing in his mind, how he would have taken the creature down. Shame this cop didn't seem to know what…

He paused in the middle of that thought, staring in amazement at the transformation that had come over the man's face.

Then again, there could be a reason the cop was taking on a vampire.

He watched, fascinated as the two vampires struggled with each other, the cop finally victorious in his struggle. A few moments later, he noticed a small woman running towards the scene, immediately stopping to check to see if the vampire cop was injured. Considering the man's game face was still on, she must have known about him, for she didn't seem shocked. Instead, she looked worried, and to Angel's surprise, extremely concerned as the vampire cop drew her into his arms and held her tightly. The woman reminded him a bit of Cordelia, not in looks, but in the way Cordelia was always fussing over him, worrying about him, caring about him.

Dangerous thoughts to delve into right now.

"Vampire cop patrols the streets of Toronto, oh if they only knew," Wesley said on another laugh, earning a small smile from Angel.

"You never know, the kind of stuff we do, maybe one day we'll be a TV show," Angel replied jokingly, seeing surprise register on his friend's face.

"A TV series about us? Come on, even that's a bit far fetched, besides, who'd believe what we do?" he asked, smiling as Cordelia finally made it back into the room, complete with a full margarita in one hand.

"Who's doing a TV series? And I assume I have the lead," she managed, her speech more slurred than it had been five minutes ago, her walk less straight. Angel wondered how much she'd actually had to drink while making the margarita. He had a feeling it was a lot.

"Angel here was just saying that someone, someday might make a TV show out of our lives, I said right, like that's going to happen," Wesley said, shrugging his shoulders.

"I don't know, we'd certainly make an interesting show, of course, I'd be the Charlie's Angel type, only more sophisticated and a 90's type girl, out killing evil demons and yucky things instead of the secretary who gets blinding visions," Cordelia replied, smiling brightly as she settled back down onto the sofa.

Angel smiled as he watched her, feeling a flare of arousal as she moved a bit closer to him sending another slightly crooked smile his way.

"Sure, a TV show, what would they call it, Forever Angel? I just don't see it, besides, I'm not the TV character type, people wouldn't go for me, or my lifestyle," Angel replied with a sigh, smiling as Cordelia's eyes fired up.

"Hello? Open your eyes Brood Boy, you've got exactly what it takes to appeal to the masses. Gorgeous looks, charm, a dark and mysterious nature, not a lot of wit, but that adds character and mystery to your image, and a soulfulness about you that would bring females out in droves, and to top it off, you're a vampire… and look at how well they've done on TV and the movies," she finished, smiling as she saw her best friend suddenly shift on the sofa, looking uncomfortable.

"Right Cordelia," was all he said, thinking it wiser not to answer.

"Well, enough said… it's a nice idea while we're thinking about it, but it's probably not going to happen," Wesley said philosophically. "So, explain the background of this show to me Cordelia, it might just prove interesting."

She was also looking extremely attractive at the moment.

He tried to tell himself to ignore the fact she was sitting mere inches from him, clad in nothing more than silky pajamas, hair pulled up into a ridiculous looking pony tail, eyes dazed and dreamy from the margaritas and the story she was telling. Her skin seemed to glisten in the soft glow of the living room lamps, taking on an almost incandescent glow. Her lips were full and ripe, and looked extremely kissable as she alternated between sipping her drink and telling her story. Her chest rose and fell slightly as she talked, pressing her generous breasts against the silky material, making his mouth water. He wondered what she'd say if he suddenly leaned over and brushed his hand across…

"Angel! Have you heard a word I've said?" Cordelia's irritated voice brought him out of that daydream pretty fast. He cursed himself for letting his mind wander into such dangerous territory, especially with Wesley sitting there in front of them.

"Sorry, I was thinking about something," he managed, seeing her slight frown and knowing she hadn't bought his explanation. But thankfully, she seemed willing to overlook it as she turned back to her drink and the TV.

The three continued to watch the show, every now and then offering comments about a person or a plot line. Angel was amused to find himself laughing as he alternated between watching the show and watching Cordelia.

She had a nice flush on her face and was looking extremely relaxed. She kept shifting positions, trying to get comfortable. And unfortunately, or maybe not, those positions kept shifting her closer and closer to Angel. He swallowed hard as he fought the need to reach out and pull her against his side, stilling her restlessness and easing the ache he suddenly felt in arms that longed to hold her.

Oh boy, he was going to get himself into major trouble if he kept thinking this way.

He sighed as he forced his mind to quit imagining what a drunken Cordelia might be capable of. He was extremely glad she wasn't driving anywhere tonight. And deep inside, he was extremely glad he wasn't going anywhere tonight either.

He suddenly became aware of his surroundings as he heard Wesley yawn and stand as the program finished.

"As much as I've enjoyed our little family night, I must be going. I need a full nights sleep if I'm going to figure out that passage about the plagues you'll have to face," he muttered, looking around for his jacket.

"On the kitchen table," Cordelia called out to him. "You sure you don't want to stay? There's great late night TV…" Cordelia wheedled, seeing her friend smile at her from across the room.

"Some other time, I promise, right now, I need sleep, are you two going to be okay?" he asked, genuine concern for his friends on his face.

Cordelia smiled and struggled to rise from the sofa.

"Whoa there, take it easy," Angel managed, next to her in a flash as she staggered and almost tumbled over.

"I'm okay Angel… just have to say good-bye to Wesh-ley," she stumbled over the name as she wobbled towards Wesley, smiling brightly as he came back to her before she fell.

Cordelia hugged her friend and kissed him on the cheek. "Thanks for being my friend, and watching vampire shows wit-sh me," she managed, weaving again as Wesley looked embarrassed and Angel moved over to support her weight as Wesley let her go.

"Any time Cordelia, we're family you know," he said softly, smiling gently at her.

"Family," Cordelia nodded in reply as he walked towards the door. "Bye-bye family," she managed to trill after her friend, laughing and waving like a demented lunatic.

As soon as Wesley was out the front door, Cordelia turned back towards the sofa, only to slam up against Angel. Angel went completely still as he registered the heat of her small body pressed against his cold one. He instinctively wrapped his arms around her as they collided, and now he couldn't seem to remove them. It didn't help that Cordelia had her nose buried against his chest and was sniffing him like a dog.

"Delia? What are you doing?" he managed, pulling slightly away and telling his body to calm down, but not having much luck.

"Smelling you, you smell good, like Angel, and sandalwood and… sex," she murmured, burrowing further against him as she continued to press her nose into his chest, almost as if she could inhale him into her body.

Angel remained silent, still trying to wrap his mind around her words.

Sandalwood and sex?

Oh brother, he was a goner. Cordelia obviously lost the few inhibitions she actually had when she was drunk.

"Delia, come on, let's get you back down… you've had way to much to drink," he tried to cajole her, pulling them both back towards the sofa. He breathed a sigh of relief as she apparently abandoned her idea of sniffing him to death and collapsed back onto the cushions.

"I deserve to have a few drinks tonight, besides, I feel won'erful, and I don't have to think about all those poor people I saw, and felt. I like this light, carefree feeling, and I'm going to revel in it as long as it lash-ts," she managed, slurring the last word as she threw her arms out and laughed. Angel simply sent her a strained smile as he settled back down on his end of the sofa, figuring distance was a good thing at this point.

Cordelia flopped back against the pillows, reaching for the remote with a sigh.

"So what's your poison tonight Brood Boy? It's after 11, so there's probably talk shows and stuff on, there's got to be something," she mused as she surfed, finally settling on Leno. Angel settled back to watch with her, eyes trained on the TV, praying for self-control. He wasn't sure to whom he was praying, but the specifics didn't matter any more.

He was paying little attention to what was on the screen when suddenly he heard Cordelia's irritated voice fill the room.

"Dennis, I was watching Leno… come on, give a girl a break," she managed, as Angel turned to see the TV flipping channels again, the remote lying untouched on the table.

"Let Dennis have his way, he probably knows what's on," Angel said, smiling as his response earned a huff from Cordelia.

"Fine, but I don't know what taste a ghost can have in TV shows," she grumbled, settling back to see where her phantom landed them.

A few moments later, the TV stopped on what looked like a woman writing in a diary. Angel was immediately drawn in by the haunting, erotic music playing in the background, and the sensual look on the woman's face. He slipped a glance at Cordelia, seeing she was watching the screen carefully.

"Okay Dennis, what are you trying to pull?" she managed, sounding almost unsure for a moment. Several minutes later her face lit up.

"I take it back, you have wonderful taste Dennis," she announced happily, turning her starry eyed gaze to Angel. He caught a breath he didn't have as he took in her beauty.

"You might like this one Angel, at least it's got a good looking girl in it… and as you can see, the lead, he's incredible… God, I could look at him forever," she sighed, turning back to the screen and literally drooling over the image in front of her.

Angel turned to look and was surprised to see the actor from that science fiction series about paranormal conspiracies and aliens. He sighed wearily.

"Do you even know what this is we're watching?" he asked, seeing her shake her head.

"No, but I have a suspicion," Cordelia replied, looking over as Angel remained silent, waiting for her answer. "If the woman has anything to do with buying or wearing red shoes… then it's probably a cable show about a lonely guy trying to find out why women do the things they do to men," she finished, snuggling back into the pillows, stretching just enough so that her leg was resting against Angel's thigh.

He took a deep breath, struggling not to react to her soft skin and fresh scent. This wasn't going to be easy, but it felt too good to move away. Several moments later he felt Cordelia sit up and punch her fist in the air.

"I told you so! I knew it!" she almost shrieked, pointing to the screen where the woman was trying on a pair of high-heeled red shoes. He watched with interest as the camera angle, and the two people on screen, turned the innocent act into one laden with sexual tension.

"Calm down Delia… I see it, okay?" he said lightly, seeing her smile at him and reach for her half-finished drink. Angel managed to remove the glass before she could grab it, earning a growl from her.

"Come on Angel, let me finish it… it's not like I'm goin' anywhere tonight," she pleaded, but Angel simply laughed and rose, taking the glass with him.

"You've had plenty… enough is enough, now settle down and watch your movie, I don't want to have clean up after you if you get sick," he said in a stern voice, managing to hide his smile as she bristled at his tone.

"Fine… see if I go out of my way the next time you want to sit and brood," she muttered, turning back to the TV screen and going silent.

Angel returned a few moments later, stopping as he watched the woman spread out across half the couch. Her hair had slipped out of the pony tail and was tangled around her face, framing her huge, out of focus eyes as they stared dreamily at the TV screen. He swallowed hard, debating whether he could conceivably retain his control if he sat next to her again, or if he'd be better off sitting in the chair behind her.

"Angel… come on, sit down, watch the movie with me, you might get some pointers," she said, voice low and smoky, obviously another effect of the alcohol. It was the sexiest voice he'd ever heard… and his body responded.

He knew the best course of action would be to find a good book and settle down as far away from her as he could, and he'd made up his mind to do just that, when he saw her reach out a hand to him.

"Angel, come on, I'm lonely… come sit with me, I promise I won't bite…" she appealed, her eyes soft and liquid, a pleading smile on her face.

He sighed as he moved back to the sofa, knowing he was going to regret this. He settled down again, still trying to keep his distance, but soon realized Cordelia was having none of it. He felt his body go still as she suddenly shifted position, moving so she was pressed against his side, her head coming to rest on his shoulder. His arm instinctively came around her, tightening as he felt her snuggle against him, her body pressed tightly to his.

"This is nice… thanks Angel, for keeping me safe… and watching soft core porn with me," she whispered lightly, curling one arm across his stomach before turning her face towards the TV.

Angel sighed, fighting an internal war with his body, which was reacting significantly to the woman curled up against him. He closed his eyes, begging for restraint, finally feeling his body start to relax.

She actually felt really good snuggled up against him. He could feel her soft breathing, and smell the scent of flowers in her freshly washed hair. The silky pajama's also made for an interesting texture, since he could feel the heat of her body through the material pressed against his skin. If he could simply cut sexual attraction out of this equation, he might actually be able to enjoy this evening with his best friend.

Finally feeling calmer, but far from relaxed, he opened his eyes and turned his attention back to the TV.

And immediately knew the night was going to get a lot worse before it got better.

"Wow, I didn't know you could physically do that… not that I'm any expert," he heard Cordelia comment, her voice still low and slightly slurred. He watched in fascination as the couple on the screen proceeded to engage in extremely violent sex.

"Well, you'd be surprised what people are capable of," he muttered to himself, feeling her snuggle closer against him. This was not helping. He couldn't be watching these people have sex… and keep pure thoughts about the woman pressed against his body. It just wasn't humanly, or vampiricaly possible.

"Ummm, Cordelia…" he began, only to have her reach up and cover his mouth with her hand.

"Stuff it Angel, I want to watch… I mean, maybe I can learn something… anything that would make me more attractive to a man in bed," she managed, mumbling the last words as she snuggled back down against his shoulder.

Angel was silent, stunned by her words. He wondered if he'd heard her right. He wondered if he should even go there with her in such a volatile state. Something told him it would be a bad idea, but his curiosity was aroused and wouldn't be sated.

"Delia… what do you mean you want to learn something that would make you more attractive to a man in bed?" he heard himself ask, cursing himself as he tempted fate and his sanity, by opening that can of worms.

His best friend remained silent, but he could tell she'd heard him as her body stiffened.

"Delia… come on, you wouldn't have said it if you didn't mean it, and hey, I'm your best friend, if you can't talk to me, who can you talk to?" he cajoled quietly, moving slightly so he managed to make eye contact with her. She immediately looked away, looking adorably insecure and confused yet sexy as hell at the same time. She was too tempting for her own good. But now that he'd asked, he wasn't going to stop until she told him everything.

"It's nothing, really, just … you know, I suppose every woman wants to be better in bed, it's just something some are good at, some aren't," she managed, trying to turn her attention back to the movie. But Angel wasn't ready to let it go. Something told him this went deeper.

"Come on… talk to me, what else are we going to do at one in the morning?" he said teasingly, feeling her sigh against him.

"You really want to know?" she asked hesitantly. He could tell she was struggling with the words, and he had a feeling this time, it wasn't because of the alcohol she'd consumed.

"Yes, I do…talk to me," he said softly, lifting her chin and forcing her eyes to his. He found himself suddenly lost in her beautiful, tortured gaze.

"It's just… not that I've had that many sexual experiences you understand, I mean, aside from Xander… and that horrible demon surrogate… although I don't know if I'd exactly call that sex… it was more like a one night stand where he bewitched me, and it really wasn't all that good…"

"Cordelia…" Angel said in a soft voice, unwilling to acknowledge the jealousy that shot through his system as he heard his best friend describe her sexual experiences.

"Sorry, my mind wandered there," she went on, looking down now and refusing to meet his gaze as she continued, her voice sounding much more sober. "I always thought I was good in bed… I mean, no one ever complained before… but then, when I found out about…" she stopped, voice trailing off as she stumbled, a lone tear escaping. Angel sighed and pulled her closer, holding her tightly against him as the damn broke.

"I mean… he went to her… obviously because I was doing something wrong, I couldn't satisfy him, so he turned away from me… and you know, well, you know what happened after that, how upset I was… I mean, all I could think was that it was something I did, a failure of mine. And it hurt, it hurt Angel, it hurt so badly," she whispered, the tears flowing in earnest now as Angel held her tighter and stroked her hair softly, whispering soothing words to her, as he let her cry.

He felt his own emotions rise as he held his best friend while she cried. He'd known this all had to come out sometime or another, but still found himself hurting for the pain she had gone through. Especially since it had obviously had more of an effect on her than anyone had thought.

"After that… well, I had a few encounters with guys, mostly ones I met when I was first in LA. I think I told myself I could to sleep with them to prove to myself that I could satisfy a man in bed. Unfortunately, the experiences were hardly worth remembering, and I couldn't even finish the act. Maybe Xander was right to turn from me… maybe it is just me…" she trailed off on another sob, burying her face against his chest as her body shook.

Angel felt a burning need to find Xander and finish the business that still lurked between them. He was ready to kill the boy for making Cordelia suffer like this. But, he figured that wouldn't be wise, especially since Cordelia had once loved Xander.

Maybe she still did? Could that be why she was getting so upset? Could she still love that idiot?

He didn't want to think about why that thought caused anger, fear and jealousy to flow through his body, simmering to a slow boil. The thought that this vibrant, strong, beautiful woman could think so little of herself nearly sent the vampire howling in rage. The thought that the self sufficient, supremely confident, sexually attractive knockout Cordelia Chase he knew could think herself a turn off to men. He was boiling mad…not to mention extremely aroused by her soft body, pressed so tightly to his and the smell that was uniquely Cordelia permeating his mind.

But enough was enough. He couldn't let her continue like this. Not when she was obviously so wrong about herself. He hoped he could contain the rage and arousal sweeping through his body.

"That's enough Cordelia… I don't ever want to hear you talk about yourself like that again!" he said sharply, seeing her tear stained face look up at his, surprise at his tone in her eyes. "Listen to me you stubborn, irritating, beautiful woman. There is nothing wrong with you, you didn't do anything to make Xander turn to Willow, it happened, and we'll never really know why. But you can't blame yourself because it's not your fault. You're a wonderful, giving woman, and while you may have your faults, you've got a good heart and you didn't deserve what happened to you and I'm willing to bet anything that you're dynamite in bed!"

He nearly shouted the last words, feeling them burst from his lips. There was dead silence in the room as he calmed down, finally realizing what he'd just blurted out. He felt a sinking sensation in his stomach as he slowly refocused his eyes to find Cordelia staring at him with a confused expression on her face.

What had he done?

"You think about taking me to bed Angel?" She asked, her eyes holding a question, her voice coming out in a sultry tone as she locked eyes with him.

Angel swallowed, wondering how he was going to get out of this one, not even sure if he wanted to. His body was on red alert, and crying out for the woman so close, yet so far away.

"Well, I mean, you're a woman, and I'm only hu…" he stopped, realizing that expression wouldn't work.

"Well, I mean, you're a very attractive woman, and I wouldn't be hu…" he stopped again, realizing this was not going well.

"What I mean is I wouldn't be a…man…if I didn't notice you, or have a few fantasies about you myself from time to time," he stuttered, appalled to realize what he'd just said. He closed his eyes as he felt her move closer to him. He felt his body jump to life as she pressed herself against him, reaching up so she could whisper the words in his ear.

"You have fantasies about me Angel?" she asked softly, sounding like a lost little girl, begging for reassurance. But it was the gaze of an aroused woman he met when he finally managed to drag his eyes open.

He swallowed hard as he felt himself go under for a third time.

"Come on Angel, I just spilled my guts to you, at least you could do the same for me," she cajoled softly.

On the bright side, she didn't seem to be upset anymore, and she'd obviously stopped worrying about her sex appeal, if the way she was looking at him was anything to go by.

But then again, her eyes were also confused and hopeful, almost as if she was relying on him to say something to take away the hurt and pain. Certainly telling her a fantasy would be fair after all, she had just told him about her fears of sexual inadequacy. It was his responsibility as her best friend to make her feel better.

Wasn't it?

He wondered where the hell that rationale had come from, but lost his train of thought as he felt her small hands reach up and start stroking his face as she leaned closer, her breath blowing hotly against his ear.

"Come on Angel… tell me your fantasies…" she husked, and he stifled a groan.