The car ride going home from L.A. was uneventful.

Willow was just relieved that Angel hadn’t seemed to notice that she and Spike had had sex… several times… recently. His distraction was a good explanation for that—he was concentrating on the fact that oh, the love of his life had died!—and not who his childe was or was not shagging.

Willow grimaced and rubbed her temples. Angry thoughts weren’t going to get her anywhere. It was just… she was sore. Really, really sore, and she was tired and confused and she missed Buffy. She wasn’t sure how, but the Slayer always had some idea of what to do, even if it was silly and random and not very helpful. A big, crushing hug from Buffy would set everything right, but that wasn’t going to happen anytime soon.

Willow shifted in her seat and grimaced, stifling the whimper that leapt from her throat. Sex with Spike had been amazing—more than, even—but they’d gone at it so many times, and so quickly too… And she hadn’t had sex with a guy in over a year. She felt like an overworked virgin and it wasn’t fair.

“Pet?” Spike looked worried, and Willow realized she was close to tears and almost completely biting through her bottom lip.

She shook her head and ran a hand through her hair. “Yes, Spike?”

“What’s wrong?” He sounded genuinely concerned. Willow hesitated, unsure of how much she could tell him. He’d probably be understanding enough of her Buffy-missage and her worry over her impending breakup with Tara, but would he laugh at her if she admitted how much she hurt, physically? Willow honestly was not sure.

She exhaled with a tired sigh. “Nothing,” she said reluctantly.

There was a shuffling and then Spike leaned between the two front seats, his duster drawn over his head, though the rented car’s windows were tinted. Willow darted a glance sideways at him and was surprised at the confusion that marred his handsome face. “Willow?”

She groaned and shook her head again. “Can we stop again?” she asked meekly.

Spike looked even more confused. “Yeah, sure…”

The motel they pulled over to looked exactly the same as the one they’d stopped at the night before. Willow might have sworn it was the same except that it was on the other side of the highway and the person who handed them their keys was a gangly teenaged guy rather than a sleepy old man. The boy ogled Willow unashamedly and then gave a thumbs-up to Spike when the vampire ran from the car to the room with his duster shielding him from the sun.

Willow scowled and followed Spike a little more slowly.

He was lurking in a corner of the room where the glaring sunlight didn’t reach. Willow closed the door behind herself and pulled down the shades. They both stood there awkwardly for a long moment until Spike took off his duster, sat down on the bed and said, “What’s wrong, luv?”

He sounded so worried; he peered at her with those fathomless blue eyes and Willow found herself cracking. “Oh…”

Spike’s eyes widened at the wistfulness in her voice, and her held out his arms to her. She gratefully took his hands and leaned against him, though she still stood, albeit a little crookedly.

“Hey now,” Spike said with a bit of a pout in his voice, and tugged on her a little to pull her into his lap. Willow grinned and let herself collapse against him, but forgot about her newly acquired soreness and gasped as she sat.

Spike’s grip tightened on her momentarily and he leaned his chin on her shoulder. “You okay?”

<What the hell,> thought Willow. “Sore,” she confessed.

Spike didn’t look remotely pissed off, as Willow had feared he might. Instead he grinned at her. “*Sore*, eh?” He leaned back and rolled them onto the mattress, but oh-so-gently so that Willow didn’t aggravate her… painful spots again.

“My woman’s… sore?” he murmured against her cheek, and kissed her softly, slipping his tongue between her lips.

Willow smiled and kissed him back, nibbling on his lips. <His woman, huh?> His torso was heavy against hers but their pelvises weren’t touching at all. She laid her hands on his biceps and felt the muscles twitch ever so slightly. <Hah! So I make him fluttery too, do I?…>

It was just when his calloused fingers began to make short work of the buttons on her shirt that Willow hesitated. “Spike…” she murmured against his lips.

“Mmmm?” He seemed slightly distracted. “You taste… sweet.”

Willow grinned but was insistent. “Spike!”

He made a disappointed sound against her lips and looked up. “Yes…?”

“I don’t… I don’t think I can…” Willow gestured helplessly towards her groin.

The smile he bestowed upon her was purely mischievous. “Oh, sweet…” He nuzzled the bite marks on her neck, and she shivered. “This has absolutely nothing to do with *me*…”

Willow frowned and furrowed her brow. “Wha… Oh!” She blushed.

“Oh indeed,” observed Spike. “This one’s for you, baby.”

“That was quite possibly the corniest remark you could have made,” Willow commented. Spike scowled at her and dove for her mouth again.

It was not long at all until her shirt was on the hideously patterned carpet beside the bed. Willow felt herself relaxing as Spike kissed her deeply. Their romps yesterday had been, although undeniably satisfying, quite rough, and the way Spike was treating her now made it clear that this time was not to be like the others.

Spike’s fingers roamed idly along her arm and across the soft round peaks of her breasts. Willow sighed into his mouth and she could feel his lips curve in a grin.

As he stroked her breasts gently, Spike lowered his pelvis almost tentatively until their hips were just touching. Almost unnoticeably, Willow and Spike began to rock against each other.

It was only when Willow’s soft sighs became moans that Spike stopped kissing her mouth and trailed his lips softly down her neck to her collarbone. Her frame was so delicate—long and graceful. Willow could just make out his whispered “Lovely…” against her collarbone before his attentions were diverted to far more interesting things.

Her bra was dark green cotton, and her skin was lily-white in contrast to it. “This thing is adorable,” Spike said apologetically, “But it’s going to have to go. Lift up!” Willow obediently arched her back and Spike fumbled with the clasp for a moment until it came undone.

Without warning, Spike’s cool lips were on her breast and Willow arched into the fleeting touch with a gasp. Spike nuzzled the valley between her breasts and breathed in deeply. “You act sweet,” he growled, turning his head sideways to kiss her again. “You look sweet, you smell sweet, you taste so sweet and innocent it’s like a drug. But…” He looked up and Willow met his eyes. “You’re such a bloody wildcat in bed it’s mad.” Willow grinned shyly and Spike leaned upwards on his hands to kiss her lips again. “What are you doing to me?” he asked almost desperately, but his voice was so low that Willow didn’t hear it.

Spike pulled away from her again and sat up so that he could concentrate on easing her jeans off of her long legs. Willow complacently lifted each leg in turn and soon her jeans had joined her bra and shirt in the careless pile on the floor.

Spike would have continued on nonchalantly but she was so beautiful it was hypnotizing. “I never thought a woman in white cotton panties could be so alluring,” he said as he bent to kiss her eager mouth again.

“Is that an insult to my choices in lingerie?” Willow growled, but she smiled back at him and entangled her tongue with his.

“These,” Spike insisted, “Have got to come off.” Willow lifted her hips and he dragged the soft cotton down her legs and tossed her panties to the floor. He bent at the end of the bed and studied her.

The day before, they’d been in such a hurry that he hadn’t had much of a chance to see her. He’d known she was pretty enough—he could feel it in the softness of her thighs as she wrapped them around his hips, seen it in the creamy skin of her neck before he sank his teeth into her, smelt it in the apple-scent of her hair as it spread behind her on the pillow. But here in this dreary motel room, just like the one they’d shared before, spread out so trustingly before him and looking up at him with questions in her eyes, Spike could swear he’d never seen anything more beautiful.

“Spike…?” Willow was beginning to get a little freaked out. He’d taken off her panties and then just stopped and stared at her with an undecipherable look on his face. They’d hardly studied each other yesterday, just gone at it and that was all. Was she… was he having second thoughts? “Spike?”

He shook his head and met her eyes. “Pet?”

“What’s wrong? Should I…?” Willow gestured at her abandoned clothing on the floor.

A look of complete horror crossed Spike’s face at the very idea. “What? No!”

Willow wrinkled her brow in confusion. “But… you looked…Am I not pretty enough?” Willow knew she sounded hurt and desperate, but she had no idea what he was thinking, and that was scaring her.

Spike was shocked at the very idea that Willow might think she wasn’t pretty. “You’re gorgeous, Willow,” he assured her, and reached out a hand to hesitantly touch her.

Willow had no idea what was going on, but if she’d been forced to choose a word in her huge vocabulary to describe the expression that graced Spike’s features, she would have said… reverent. “Spike?” Timid. Pathetic.

Spike looked up again with a jerk as if he’d been concentrating very hard on something. “God, you’re beautiful,” he breathed quietly, and Willow felt the corners of her mouth turning up.

“Really?” At Spike’s wordless nod, she scooted down the bed and wrapped her arms around his shoulders. “What’s wrong, then?” she asked, and drew him down for another kiss.

He returned her actions with ardor and leaned forward, easing them backwards onto the bed again. His hands tangled in her hair and pressed her to him. Willow’s long-fingered hands slid down his back and into the waistband of his black jeans to pull the hem of his shirt away. “Red…” sighed Spike.

“Mmmm?”

“This is for you… don’t be undressing me or I don’t know if I can control myself.”

“You’re much more intimidating looming over me with all that clothing on,” Willow said, pouting. “It would be enough to make me… freeze up?”

Spike rolled his eyes but had to admit her argument was a good one. He lifted his arms and let her draw his black T-shirt over his head. “*Much* better,” Willow said contentedly, and kissed his chest.

“Uh-uh,” Spike admonished her. “Lie back down.”

That didn’t sound so bad. Willow did, shimmying backwards up the bed until her head rested on the pillow again. There wasn’t enough room on the short bed for her long-legged figure and Spike as well, so she spread her legs slightly and bent them, catching the look of desire in Spike’s eyes as he caught a whiff of her arousal.

“Well, well. What have we here?” Spike stalked to her on his hands and knees, stopping at her bent legs. He gently placed a hand on either knee and spread her legs farther apart. He nonchalantly moved between them and bent forward to place a sloppy kiss on Willow’s flat stomach. All of the muscles of her abdomen tensed at that touch. “We’re tightly wound, aren’t we?” Spike inquired, and eased backwards again, hunkering down to blow softly across the soft, downy brown hair at the crux of her legs.

Willow shivered and shifted slightly where she lay. “Spread your legs a bit more, pet,” Spike said softly. <‘Spread your legs,’ he says,> Willow thought, mentally rolling her eyes. <Oh, well… That is something I can do…>

Spike grinned as her moist center came into view, spread open before him. He reached out a calloused finger and stroked her outer lips gently, loving the low gasp that he elicited from her. The petals of her sex were swollen, the small nub of her clitoris red and abused. “Oh, pet,” he sighed, blowing cool air across her.

“Spike…” Willow gasped.

“You *do* look sore,” Spike observed. “Good idea to do this, then,” and he bent his head to give her a long, slow lick.

“Spike!” This time it was more a groan than gasp, and Spike grinned before sliding his tongue along her center again. She tasted sweet, which was no surprise at all, but also a little spicy, reminiscent of nutmeg. Spike leaned forward and slipped his tongue inside of her, relishing the throaty moan that brought forth as she bucked up into his touch.

Spike pressed forward, nuzzling his nose against her clit and letting his true face surface as her rich scent surrounded him. He licked all along her slit, letting his shoulders absorb the shudders that coursed through Willow’s body.

Gently Spike slid a hand up her thigh and down her hip to her center. Since she was so sore, he wasn’t sure if this would hurt or not, but if it did, he’d stop and apologize in the best way he knew how, which he was quite sure Willow would enjoy.

Slowly, he spread her pink wet lips with two fingers of his left hand and slid one of the fingers of his right hand into her. Willow stiffened. “Okay, pet? D’you want me stop?”

Willow let out her breath in a long, shuddering sigh. “No—keep… keep going.”

Spike grinned and kissed the inside of one creamy thigh. “Tell me if I hurt you, luv. I’ll stop.”

“Keep going,” Willow said firmly.

Spike licked her clit tenderly as he moved his finger deeper into her. No wonder she was sore—his single finger barely had room to move in her tight channel. He tentatively crooked his finger inside of her, brushing up against her slick wet walls. Willow groaned and her muscles clamped down on him. Spike’s eyes nearly crossed as he came to a whole new understanding of the term “tight”. “Jesus, Willow,” he moaned, rubbing his jeans-clad erection against the bed.

“Spike…” Willow choked, and thrust her hips against him. “Spike, please…”

Spike wriggled his finger inside of her and sucked on her clit, flicking his tongue down to her throbbing center to taste her. “Willow…”

“Please!”Willow cried.

Spike winced as he squeezed a second finger into her clenching channel and nuzzled her harder until she came to a shuddering peak.

His mouth was flooded with her sweet juices as she convulsed against his tongue and fingers, and he licked from her anus to her clit in a single smooth movement to collect every drop.

“Spike…” Willow sighed and held her arms out to him.

Spike rose from between her legs and crawled along the bed to her, gently lowering himself onto her. “Ssh, pet.” He was distressed to find she was crying. “What’s wrong?”

She pulled him closer to her and buried her face in the smooth muscles of his chest. “I never… nobody… not like that…”

“Ssh,” Spike whispered. He held her against him and bent his head to lick at the tears that rolled down her cheeks. “’S’okay, Willow.”

Willow coughed a little and stopped sobbing, though the crying didn’t cease. “Nobody else has *ever* made me come like that,” she murmured.

Spike forced a grin. “Fine, then—we knew I had superior sexual prowess to anyone you could dig up, yeh?”

She smacked him lightly. “Spike… I meant, I’ve been sore before, but they didn’t notice, or, or care… Or ask if I was okay, or anything… And you did, and it means a lot. That’s all.”

“Yeah, well,” Spike muttered, a little distressed. Crying females unnerved him. He settled on trailing his fingers up and down her arm. “Ssh.”

“Spike?”

“Yeh?”

“I don’t know why—yesterday, you were able to…” Willow gestured at the neat set of bitemarks that marred the smooth column of her neck. “You know, bite me. But, uh, I didn’t mind…” She blushed. “It felt pretty good. And you didn’t drain me, and you came because you bit me, right? So if you wanna—again…”

Spike blinked, dumbfounded. “You’re inviting me to bite you?”

Willow nodded. “If you can, still.”

“Pet—"

Willow looked up at him hopefully, her green eyes huge in her pale face.

“You’re completely mad, you know that, asking a vampire to bite you.”

Willow’s face fell. “I… I just thought, because you didn’t—it wasn’t fair—"

“You don’t have to *trade* with me, Willow,” Spike growled.

Willow looked surprised. “Yes—I do… Otherwise, it’s not, it’s not fair!”

“Don’t you believe in favors?”

“I give favors, I don’t get them,” Willow said.

“What I just did, Willow, I did for you, not to bribe you to let me bite you again!”

“I never *said* it was a bribe!” Willow retorted. “I’m just trying to make you happy, okay?”

Spike paused before he continued his tirade and studied her. She looked hurt and upset and terribly confused.

“You don’t need to *try* to make me happy,” Spike said softly. “You just do.”

Willow looked up to meet his level blue stare. “Really?”

“Yeah.” Spike kissed her on the tip of her nose. “C’mere and we’ll get some shut-eye, huh?”

Willow smiled gratefully at him and settled in his arms, and they slept the day away together.