Angel was feeling an acute sense of restlessness as he roamed his apartment, and this time, he knew it wasn't demon or otherworldly related. There hadn't been all that much to do tonight. Cordelia had one vision, and he and Wesley had disposed of the creature in it within an hour. After that, they'd done nothing but sit around the office and talk.

He hadn't realized how much he missed having people to talk to. Not that they'd explored the philosophical meanings of life or anything. In fact, they'd pretty much discussed pending cases, Wesley's planned trip to England for the week, and of course, Cordelia's latest failed audition.

He smiled as he remembered how animated she'd been while telling them about her soap commercial audition. He'd simply watched as she described the men and women who had been there. And of course, she'd found something wrong with every one of them. She'd even made a few self- deprecating comments about herself, laughing as she said the words, but he could see the hint of disillusionment and hurt lingering in her eyes.

He felt himself ache for her in that moment, wishing he could do something, anything, to help boost her self esteem and self confidence. Sure, she put on that confident, polished, stuck up front for the world, but he saw behind it to the scared and insecure girl she was. All she really wanted was acceptance from the people she loved, something she'd gotten little of in her short life.

It was something he could deeply relate to. After all, he'd been searching for acceptance for decades now, and had yet to find anyone other than his two partners who could see past the monster he was.

In fact, Cordelia and Wesley were probably the only two people who had ever accepted him for who and what he was.

Angelus and Angel. Demon and soul saver. Good and evil. All in one compact, if slightly uncontrollable package.

He sighed, wishing again he could show Cordelia how much her acceptance and her presence in his life meant to him. He'd have to think of a way, especially if she kept having these disappointing auditions.

He paced around his apartment again, realizing how quiet and lonely it seemed without Cordelia's incessant chatter or Wesley's long-winded explanations. Both his friends had gone home a long time ago, Wesley to pack for his trip, and Cordelia home to Dennis and probably to sleep since that was what most humans normally did at 2AM in the morning.

He wondered what she wore to bed.

He sighed, unable to get the image of his best friend wrapped in silk and lace, out of his mind. The image lingered there, as it did every night. It was the image he fell asleep with and woke up to, usually harder than stone and aching like crazy.

He sighed, rubbing his eyes as he told his body to calm down.

She was his partner, his best friend, his family. He shouldn't be having X- rated thoughts about a family member.

But try telling that to his tortured body. Because what he felt for Cordelia was anything other than familial.

He closed his eyes, sinking down on to his couch, telling himself he was going to push away the thoughts of Cordelia, in his lap, naked, running kisses along his neck as she pressed those luscious breasts of hers against his chest. He couldn't stop the moan as he let his mind wander, imagining what it would feel like to taste that soft, smooth skin, to kiss her until she couldn't breathe.

He could picture her, naked, straddling his thighs, lowering herself slowly onto his cock, crying out as she felt him finally inside her. He could feel her inner muscles clenching around him, milking him for all he was worth as she rode him like a stallion. All while his hands stroked and pressed against her body, pinching her clit, thrusting hard and fast into her body, bringing her to a screaming climax.

He could feel himself explode into her tight, hot little body, and he could almost taste the sweet bitterness of her blood, as he allowed himself the tiniest sip at the moment of pure ecstasy…

The ringing phone brought him back to the present, startling him from his prone position. He was rock hard and aching like a mother. He sighed and blessed whomever was calling at this hour for bringing him back to reality. Back to the world he lived in where Cordelia Chase was simply his best friend and partner, not his lover.

He shook his head, trying to clear his thoughts as he moved stiffly towards the phone, trying to get his mind out of the gutter and back into his every day life.

"Angel Investigations," he managed to mutter into the phone, cursing as he stumbled and hit the edge of the table. His fantasies had really knocked him off balance if he couldn't even navigate his own apartment.

"Angel?"

Cordelia's voice snapped him, and another prominent body part to attention. He almost groaned as his cock hardened at the sleep-roughened sound of her voice. Why did she have to call him now, right after he'd been in the middle of an X-rated fantasy about her? How much could his poor tormented body take? And from the sound of her voice, she was curled up in bed, probably in a silk little teddy, that clung to her breasts and dipped between her thighs…or maybe she wore nothing…and it was just her bare skin against satin sheets…

"Angel, are you there?"

He jerked himself back to reality as he cursed his mind for wandering again.

"I'm here Delia, what's up… shouldn't you be sleeping?" he managed, moving slowly back over to the couch. It was too painful to stand, especially if she was going to continue talking in that low, sexy voice.

"I should, but I can't… I'm really nervous about this audition tomorrow," she began and he perked up. If an audition was what she wanted to talk about, maybe his mind could get out of the gutter.

"What's bothering you? And what audition is this? I don't think you mentioned it tonight… did you?" he asked, racking his brain to remember if she'd said anything about another audition.

"No, I didn't want to tell you guys, and well, now, I can't seem to stop worrying about it," she said, her voice sounding hesitant and wary.

He was beginning to sense there was something she wasn't telling him.

"Delia, why didn't you want to tell us about this audition? Why didn't you tell me? You know I would have been supportive, you know you can tell me anything, and you're obviously calling me now, so tell me, what's bothering you?" he asked, hearing her sigh and feeling his body tighten again at the soft sound she made.

"It's not that I didn't think you'd be supportive, its just… well, its not exactly the kind of commercial you go bragging to all your friends about, you know," she finished hesitantly, almost as if she was waiting for some reply.

Alarm bells started going off in Angel's head immediately.

"Delia… what kind of commercial are we talking about?" he asked, feeling a strange trepidation start to fill his body.

"Well, it's actually, it's kind of… well, one of those late night commercials you only see on cable channels, you know, the ones where the women advertise phone numbers, for men…" she trailed off, and Angel felt his mind go into overload as the images exploded in his mind.

"You're auditioning for a phone sex commercial?" He hoped his voice wasn't as loud as it sounded to him. He squeezed his eyes shut, praying she'd correct him. This was truly the last thing he wanted to hear tonight.

"Come on Angel, it's not like I'm actually giving them phone sex, I'm just auditioning to be one of the women who tries to sell it, you know, draw them in with my erotic potential," she said, trying to make the words sound brave, but faltering on the last few.

Angel kept his eyes closed, praying for the strength to put the image of his Cordelia in one of those ads, out of his mind.

"Okay, I'm going to try and keep an open mind here," he began, struggling to put together the words, telling his body to relax. This would take a little finesse on his part, but the last thing he was going to do was let her do this. Of course, there probably wasn't much he could do to stop her, short of chaining her to the bed… and that was an image he wasn't even going to think about right now.

"Well that's good, I know how 'open-minded' you can be," she said, irony in her tone. He sighed, trying to figure out how to say what needed to be said without setting her off.

"Okay, putting aside my absolute horror that you'd even consider auditioning for one of those things," he started, realizing too late how his words sounded.

"Thanks for keeping an open mind, friend," she said dryly, irritation in her voice.

"Let me finish here," he tried again, stumbling for just the right words. "I know you're determined to get an acting job, and you will. But think about what you're doing. If you do this commercial and happen to get it… what does that do for your other serious acting ambitions? What if some casting agent sees you on one of those ads, wouldn't that affect his or her decision about casting you?" He thought it was a reasonable argument, knowing how concerned about her image Cordelia was.

"That's just it! People will see me… and maybe, just maybe, the offers will start coming in. They might not be Oscar quality roles at first, but over time, I can build up to bigger and better things," she replied, trying to put some enthusiasm into her voice, but Angel could her the slight break in it.

He decided to press his advantage.

"Delia, do you really think any real casting director would hire someone who's done a bunch of B movies and phone sex commercials? Be honest with yourself," he said gently, hearing nothing but silence on the other end of the line.

After a few minutes of that strained silence, Angel sighed and tried again.

"Delia…you still with me?"

"Yes, I'm still here, just trying to get over the fact that I called my best friend for reassurance and ended up getting a lecture about what I should or shouldn't do with my life," she replied, trying to sound sarcastic, but not quite managing to pull it off. He could hear the break in her voice, and cursed himself for his honesty, and if he admitted it, his jealousy about her auditioning for that type of commercial.

"Delia, I didn't meant to sound like I was putting you down, because I'm not. I just think you could do so much better, and if you just give it time, your break will come along, I know it will," he tried to soothe, again getting nothing but silence in reply.

"Give it time, but how much time do I give it Angel? And what do I do until then? I mean, don't get me wrong, researching and working for you is great, and I couldn't give that up if I tried, but acting is something I've always wanted to do, whether I'm good at it or not…" she trailed off, going silent again.

"I know that Delia… and I know something better will come along, and then you'll be glad you didn't do this phone sex commercial. It'll all work out in the long run, you'll see, and you'll be better off doing something you're pleased with and something you're good at," he finished, wincing as he suddenly realized how his words might have sounded.

Her in-drawn breath told him she'd indeed taken them the wrong way. He braced himself for the explosion he could feel coming.

"Something I'm good at? Are you implying I'm not good at phone sex? You think I can't sell sex?" Her voice had taken on a harsh tone, which only served to arouse Angel even more.

This was not the most opportune time for his body to hear Cordelia talking about sex.

"I didn't mean it that way…" he began, but she cut him off.

"So, you don't think I can give good phone sex? How do you know I haven't done it before?" she threw back at him, and a whole new set of images popped into Angel's head.

"You're not telling me you've done this before? Are you?" he asked in a strangled voice, not sure he wanted to hear the answer. At least not with the state of arousal his body was currently in.

"There are a lot of things you don't know about me Angel… things you might be really surprised to find out that I can do, ways I have of bringing a man to his knees," she whispered, her voice suddenly lowering to an even huskier pitch.

Angel bit back a moan at the effect her whispered words had on his already aching body. What had he gotten himself into?

"Delia… I really didn't mean it that way, if you'd just listen a minute…" he tried again, his voice sounding desperate, even to himself, only to be stunned speechless by her next words.

"Is my voice turning you on Angel? Are the words I'm whispering in your ear sending chills through your body… making you think things about me you've resisted?" she asked huskily, her voice, if possible, lowering to an even sexier tone.

Angel squeezed his eyes shut, feeling every muscle in his body, including his cock, rise to attention. This was fast spiraling out of control. He had to put an end to it before he totally lost it.

"Cordelia… I don't think we should be doing this right now…"

"Why not Angel? Am I turning you on? Are you getting a little hot in those leather pants you like to wear, the ones that turn any female within a five mile radius on the moment she sees your tight little ass in them?"

He couldn't stop the groan that emerged from his throat as his cock hardened unbearably in response to her whispered words.

"I heard that Angel, are you wearing those pants? Is your cock hard and throbbing, pressing tightly against the leather, driving you crazy with want? Wanting to feel my hands, then my mouth on you? Taking you deep into my throat and letting you come in my mouth, my lips and teeth milking you for all you're worth?"

Angel had indeed unzipped his pants, her words inflaming him even more. Without being aware of it, he'd taken his cock in hand and was stroking himself as he let her words flow over him. He was past the point of caring knowing only that she couldn't stop… or he'd literally die from wanting her.

"Feeling a bit aroused Angel? Are my words doing that to you? Do you want to hear more?" Her silky voice floated over him like a caress as he quickened his strokes, imagining it was Cordelia's hands and mouth on his cock.

He could only groan in response.

Her soft laughter nearly sent him over the edge.

"Are you stroking yourself? I can see you, lying on your couch, pants unzipped, your cock thrusting into the air, your hands stroking yourself in time with my words, imagining it's me there with you. Imagining it's my hands, my mouth, my body arching over and into you. My soft moans and cries in your ear as I feel your hands on my body, stroking my breasts, sucking my nipples, fingers playing with my clit. Do you want me Angel? Do you want me to take you deep into my body, to scream out your name as I come… as I feel the ecstasy of having you inside me… and feel the sharp prick of your teeth as I let you taste my blood, driving you over the edge? Do you want that Angel?"

She was driving him crazy. He was past the point of rational thought, concentrating only on her words, letting them arouse him as no one else ever had.

One thing was for sure, she'd better not stop now… or he'd have to kill her.

He groaned again in response, feeling a slight satisfaction as he heard the hitch in her voice, realizing she was getting just as much pleasure out of this as he was. Maybe it was time to turn the tables.

"Delia…" he managed, his voice raspy and low, trying to focus on his words while his hand slowed its pace. If they were going to do this, he sure as hell was going to make it last.

"What's wrong Angel? Can't take the heat? Wait a minute, does that mean I'm actually turning you on with my voice? Isn't that phone sex? Are you saying I'm actually good at it?" she asked, trying to sound smug, but giving her arousal away again by the slight hitch he heard at the end of her words and the sound of her muffled, heavy breathing coming clearly through the receiver.

"Damn it Delia… you know you're good at it, all right? You've got me so turned on I'm about ready to explode! But if we're going to do this… get ready for a taste of your own medicine," he almost growled, taking slight satisfaction in the gasp he heard echo through the receiver.

"Come on Angel… give it your best shot. I've shown you what I can do to you… you think you can do better? Prove it." Her voice was still breathy, but the challenge came through clear as a bell. As if he was going to back down from a Cordelia challenge. Not when they would both get so much enjoyment out of rising to it.

"Are you naked Delia? Are you lying there in your lonely bed, touching yourself, stroking yourself, imagining it's me there with you?" He closed his eyes as he heard her slight moan, and pictured her in that exact position.

"Are you imagining my hands on your body? Stroking your breasts, bringing your nipples to hard little peaks, then taking each one in my mouth, sucking on you until you cry out my name in uncontrollable need?"

He heard the moan she didn't even try to stifle and it sent fierce satisfaction coursing through his system.

"Tell me what you're doing Delia, in explicit detail, I want to know everything," he said in a commanding tone, hearing her moan.

"I'm… touching myself, my hands are stroking my breasts, imagining it's you, I can feel your cool skin on mine, I can feel my nipples hardening, begging for your mouth… please Angel, take me in your mouth, I'm dying to feel your hot, wet mouth closed around my tight aching flesh…" her words trailed off on a moan, and Angel pictured himself doing exactly that.

"Go on…" he managed, feeling his body near to bursting, but determined to see this through. The pain of waiting was a delicious agony in and of itself.

"Your hands, oh God Angel, they're between my legs, stroking me hard and fast. I can feel you slip two cool fingers into me, thrusting hard into my body… Angel… please… harder, faster…" she was nearly crying the words now, and Angel could feel his senses ready to explode. But not yet… he couldn't let it end just yet.

"Tell me what else you want… what does your body want…" he managed, wondering if he was dumb or simply insane to drag this out when his body was ready to explode any minute now.

"I want you inside me! I want you filling me until I can't tell where you end and I begin, I want to feel you slamming into my body… your weight on top of mine, pressing me down into the mattress… oh God Angel, I'm almost there… so close… just a little harder… a little faster…" her words disintegrated into low moans and he could tell she was nearing the edge.

"Imagine I'm there with you right now, I'm thrusting into you over and over again, burying myself so deep inside you I never want to leave. Your mouth is under mine, your tongue tangling with mine as you try to run your sensitive flesh over my teeth, searching for the sharpness of my fangs… God Delia… I can feel your hot little body under me, feel your wetness dripping down my thighs as I tighten unbearably inside you. I can feel your body gloving mine, your muscles clamping down around my cock as I kiss the breath from your body… I can feel you nearing the edge… I'm so close… I'm almost there…" He couldn't talk anymore, his hand was moving so fast he wasn't even aware of it. All he could picture was Cordelia, naked beneath him, taking him deep inside her willing body… the scent of her all around him.

"Angel… please… I want to come… make me come…" she cried out the words, gasping and panting as she moaned them into his ear.

"I know Delia… I'm there too… let yourself go… imagine it's me… let yourself come for me… come for me Delia…" he managed, feeling his body tense as he heard her low cry of ecstasy as the orgasm overtook her. With a harsh groan of her name, he let his body fly as well… feeling himself soar as he poured himself into her… even if it was only in his imagination. He let it go further then… imagining sinking his fangs into her neck… letting the richness of her blood invade his system…

She must have read his mind.

"Angel… bite me… please… I want it… I know you want it…" she barely managed to whisper, and the words only served to make his body convulse even harder.

"Delia…" he moaned, as the convulsions finally subsided, and he collapsed back against the sofa, only then becoming aware of the cold semen coating his hand and belly. He heard her struggle to regain her breath, and then heard her soft sigh of contentment as she finally floated back down to earth.

For a few moments, they remained in a comfortable silence, neither feeling the need to speak, simply enjoying the after effects of good phone sex.

Finally, Cordelia's voice floated through the receiver.

"So… I think that settles the matter of whether I can perform adequate phone sex… doesn't it?" she asked sweetly, no malice at all in her voice.

Angel simply groaned and closed his eyes.

"Please Delia, don't ever perform like that for anyone but me… okay?" he asked quietly, hearing her low laughter come across the phone line.

"I don't think I could do it with anyone else… it's so easy with you," she replied.

He said nothing for a moment, knowing she was right.

"I know Delia… it did feel right, didn't it?" he asked softly, getting a soft purr in reply.

"So you think you can sleep now?" he asked her gently, smiling as he heard the drowsiness invading her voice.

"I think so… although you know, it's awfully lonely over here in this bed all by myself… and I'm wearing this really little vamp red silk teddy…" she started only to stop as she heard a crash from the other end of the receiver.

"Angel? Angel are you there?" she asked hearing nothing for a moment but a frantic rustling.

"Angel?" She tried again, hearing him suddenly pick up the receiver.

"Hold that thought… I'm on my way."

With that, the phone went dead.

She realized that sooner or later, she'd have to tell Angel there was no phone sex commercial.

But for now, what he didn't know, wouldn't hurt him.

With another sly smile, she settled back to wait for her lover.

Mission accomplished.