Part 6

Willow's walk to the factory was at times a slow-moving crawl and at others an eager skip. As excited as she was to see her Master again, she was also nervous about officially meeting his childer.

A part of her still couldn't believe that she had so readily agreed to be a sub to Angelus' Dom. It went against everything she was raised to believe about women's rights in the modern age. She could practically hear her mother lecturing her on how demoralizing it was.

Yet she couldn't deny how right it had felt to give herself to Angelus. When she turned her brain off and listened to her heart and her body, she knew this is what she was meant for.

She had always sought validation in her life. Someone to want to be with her. Someone to want her company and be happy to see her. Someone who valued her presence and paid attention to her. Someone who anticipated her arrival for the pleasure that she would bring them. Someone like Angelus.

Willow couldn't contain her laugh at the thought that this need most likely stemmed from her parents virtually abandoning her at a young age. She could imagine their faces upon hearing that their daughter had turned to submission out of a craving for attention.

Before she knew it she had walked to the warehouse district and to the door of the factory Angelus was living in. She wasn't sure if she should knock or walk right in. She had been invited, and Angelus was expecting her… but this was his home and she had her manners. She knocked.

The door opened slowly, but there was no one there. 'Well duh,' Willow thought. 'Vampires, daylight, of course they're not going to stand in the doorway.'

Willow stepped inside and spun around when the door thudded shut behind her.

"Welcome deary," Drusilla greeted her, a hand outstretched, hovering over Willow's cheek but not touching. "Such a lovely toy Daddy has brought home."

"What did I say about touching my pet?" Angelus' voice boomed from across the large room. Drusilla whimpered.

Willow immediately dropped to her knees facing the direction his voice had come from, remembering Angelus' instructions.

Angelus slowly crossed the room to stand before Willow, a pleased smirk on his face. Dru drifted to his side, curling her arms around him.

"Didn't touch," she promised. "Just saying Hello."

He ran his hand over her hair before roughly shoving her away. "Go find Spike. I'm only doing this once."

"Yes, Daddy."

Once they were alone Willow risked looking up at Angelus. "Good Afternoon, Master."

"Good Afternoon, Willow," he returned. "I see you were able to get away."

Willow smiled. "Yes, I told them I had left some research that I had done at home in my bedroom and I may as well work from there since that's where my notes were."

"Very clever," he praised and Willow beamed. He rested a hand on her head and slid it down to caress her cheek. Willow leaned into the gentle touch.

"Isn't this sweet," Spike drolly observed as Drusilla wheeled him into the room.

Angelus felt Willow stiffen under his hand at Spike's words. "Relax," he soothed, "I'm not going anywhere. I'll deal with Spike."

Willow nodded her head and willed her body to relax.

Spike was surprised to see the obviously tense girl will her body into a more relaxed state at Angelus' words. Maybe there was something to this girl after all.

Angelus ran his hand soothingly over Willow's head once more before turning to face his childer.

"Now I know you've all seen each other on the battlefield before, but the rules have changed. Drusilla, Spike, this is my new pet, Willow. She will be spending a lot of time with me from now on and I want it understood that she is to be left alone unless I invite you to play with us."

Willow's eyes widened at that statement. She wasn't sure how she felt about 'playing' with Spike and/or Dru.

Spike's eagle eyes caught Willow's reaction. "Don't think your pet's too fond of that idea," he grinned.

"If the time comes, she will be." Angelus promised. "I am allowing her free access to our home. I am leaving it up to you two to make sure the minions stay away from her."

"We're not your bloody servants." Spike bristled.

"No reason to get upset," Dru tried to soothe him, knowing Angelus wasn't asking anything unreasonable.

Looking appreciatively at Drusilla he said to Spike, "I'd think you'd want my attentions diverted for a while."

"We can play our own games," Dru promised, sitting in Spike's lap. "We'll have tea and cakes and honey. And when the mouse squeaks we can roll in the worm-thread."

Wrapping his arms around his Dark Goddess, Spike graciously smiled, "Of course we can, luv." He leaned up to capture Dru's mouth, kissing her fiercely.

Willow wondered if they remembered that she and Angelus were still in the room. She was amazed at how beautiful they were together.

Angelus was a little surprised to scent a hint of Willow's arousal at his childer's display. Deciding he had better things to do than scold them, he turned his full attention back to Willow.

"Come with me."

Willow stood and followed Angelus through the factory. Every once in a while she thought she saw yellow eyes peering curiously at her, causing her to quicken her pace so that she was only a step behind Angelus.

They soon reached a large room with the biggest bed Willow had ever seen dominating the space. It had to be at least a king, maybe even bigger, with room for many more than two people. That thought made her blush as she remembered Angelus saying that he might invite his childer to join them.

"You behaved yourself very well out there, Willow," Angelus praised. "I know how intimidating Spike and Drusilla can be. I think that you deserve a reward."

"Thank you, Master," Willow respectfully answered, pleased that she had passed this test.

"Take your clothes off."

Willow didn't hesitate to begin removing her clothing. Angelus had kept his word and guaranteed her safety in a vampire's lair. He was pleased with her behavior and had complimented her on it. She wanted to please him in return, even if he hadn't promised her a reward.

Angelus settled in a leather chair to watch his pet undress for him. He was always amazed at the beautiful body she kept hidden under girlish outfits. His lips curled into a smile when he noticed that she had forgone the dreadful tights today. Good girl.

When she was fully undressed, Willow crossed to where Angelus was seated and knelt before him. If he wasn't already on his way to a full hard-on, her eager submission sent him straight to raging and uncomfortable. Perhaps he'd have her take care of him first.

Angelus uncrossed his legs and slid down a bit in the chair. "Come here," he said, guiding Willow between his legs.

"Tell me, Willow, have you ever sucked a cock before?"

Willow's eyes widened and she vigorously shook her head No.

"Well then, it's about time you learned," he grinned. He saw the worry and nervousness cross her beautiful face. "Tell me what's on your mind."

"It's just… I've never… before. What if I'm no good? What if you don't like it?" she nervously babbled.

Angelus placed a finger on her lips to silence her. "You'll do fine. I'll tell you what to do."

Willow smiled with relief, wanting to please Angelus and knowing he'd teach her the right way to please him. Armed with this knowledge, Willow confidently reached for Angelus' zipper.

Angelus groaned in satisfaction as Willow delicately freed his cock from the confines of his pants.

"Did you want me to take your pants off?" she quietly asked him.

"Go ahead," he granted, lifting his hips.

Willow pulled the leather down his legs, pausing to remove his shoes and socks before completely pulling them off. She folded the soft material and set them on the nearby chair.

Quickly returning her attention to his lap, Willow focused on the cock waiting for her attention. She started to lift her hand to touch it; stopping to look up to make sure it was okay.

"You can touch it," Angelus said, willing her to get on with it. Her shy nervousness was really turning him on.

Willow circled a finger around the tip before running her fingertips down the shaft to the base. Angelus took her hand in his, guiding her movements, tightening her grip. He only let her get away with stroking him for a few minutes, remembering what the lesson was supposed to be.

"Enough," he ground out, pulling her hand away from him. He placed her hand on his thigh and reached for her head. "It's time to get on with it."

"Yes, Master," Willow said, her breath hitching in anticipation.

Willow licked her lips as Angelus drew her head closer to his pulsating cock. "Where do I begin?" she asked.

"Kiss and lick it to get a feel for it. Then take it in your mouth," he instructed.

Willow darted her tongue out and licked the tip, tasting the liquid seeping from the small hole. It didn't taste as bad as she'd feared, so she ran her tongue over the entire head in one long lapping motion. She continued to lick around the head, dipping her tongue beneath the foreskin.

"Keep going," he encouraged her, needing some relief from her hot tongue's stimulation of his sensitive head.

Willow changed tactics as she moved down to explore the rest of his cock. She worked her way down to the base, placing open-mouthed kisses around his cock - first one side, then the other, until she reached his balls, providing them with the same treatment.

Having noticed the large vein on the underside of his cock, Willow placed her tongue on it near the base and followed its trail back up to the tip.

Angelus was delighted with Willow's explorations, but he wanted to feel the heat of her mouth surrounding him.

"Very good. Now take the head in your mouth and take as much of it in as you can," he instructed her.

Willow placed her lips on the tip and slowly slid them down until the entire head was resting in the warm cavern of her mouth. She swallowed and took a deep breath through her nose before easing her head forward and taking more of him into her mouth. Her gag reflex kicked in and she backed off, removing her mouth completely. She took a deep breath of air and tried again, determined to please her Master.

It didn't take her long to find a pace of taking him in and withdrawal. As long as she didn't stay with him lodged in her mouth for too long, her gag reflex wouldn't kick in. She decided that was something she was going to have to work on and practice at home.

Angelus knew he was close. The insistent pace Willow had established was driving him closer and closer to orgasm with each bob of her head. He was pleased that she seemed to have figured out how to keep from gagging. As much as he wanted to hold her head still and fuck her mouth until he came, he knew she wasn't ready for that. With practice she would be, but not today.

He guided one of her hands to the part of his cock she wasn't able to reach with her mouth. "Stroke the part you can't reach," he told her. "Nice, hard strokes like before."

Four strokes of her hand was all it took for him to come. The combination of her soft hands with her wet, yielding mouth was too much for him. Without warning he released stream after stream of semen into Willow's mouth. Her immediate instinct was to pull away, but she didn't think Angelus would want that. Instead, she did the best she could to swallow the shooting liquid as it was released.

When it was apparent that Angelus was finished, she sat back on her heels, wiping her chin with the back of her hand.

"Was that okay, Master?" she meekly asked, hoping she did well enough her first time.

"You did fine for your first time," Angelus said, still recovering from his orgasm. Her face fell and unwanted tears filled her eyes.

"I'm sorry," she whispered.

Angelus was baffled. "For what?"

"I didn't please you."

"Willow, look at me." She immediately raised her eyes to his. "I wouldn't have come if I wasn't enjoying it. I only meant that you'll get even better with practice."

Willow smiled with relief.

"Now, I believe I promised you a reward," Angelus said, urging Willow to her feet as he stood.

"Thank you Master," Willow smiled.

Angelus led Willow to the bed and directed her to lay down with her head on the pillows near the center of the bed. Angelus moved to one of the drawers in the nightstand next to the bed. He knew he had chosen the right reward when he heard Willow's heartbeat escalate and her arousal increase.

Willow watched as Angelus slowly revealed a pair of fur-lined leather handcuffs. Her body's arousal increased ten-fold at the sight. The thought of having her hands bound, unable to touch Angelus as he touched her turned her on beyond belief.

Without instruction, Willow raised her arms above her head, waiting for her Master to secure her to the headboard.

Angelus' cock was instantly hard again. He wanted to laugh in delight at Willow's eagerness to have the handcuffs used on her. Time and time again she was proving what a perfect sub she was and wanted to be.

Crawling across the bed, Angelus straddled Willow's body, teasing her with his erection hovering so close to her face as he leaned over her to secure her hands. He carefully fastened each hand into the leather restraint before affixing them to a hook on the headboard.

"Are you comfortable?" he checked, not wanting her first experience with bondage to be uncomfortable.

"Oh, yes," she sighed, arousal shining from her face.
"Good."

Angelus swiftly took possession of her mouth in a fiercely passionate kiss. His tongue invaded her mouth, tasting the remains of his cum on her tongue. Willow eagerly kissed him back, raising her head as much as possible to return his passion.

She whimpered when he pulled away from her mouth, despite her body's rejoicing in receiving oxygen once again. Her whimper turned into a moan when Angelus began to lick and nibble at the bite mark he had left the first time they were together. Who knew that puncture wounds could be erogenous zones?

Angelus loved that she wore his mark. She truly was his possession. He couldn't wait to sink his fangs into her sweet flesh again and taste her ambrosia-like blood.

He continued on down her body, taking a nipple into his mouth. He remembered her reactions from the last time they were together and roughly tweaked the nipple with his fingers that he wasn't gently laving with his tongue. Willow's back arched and she moaned in pleasurable pain. Angelus quickly switched breasts, taking the abused nipple in his cool mouth and soothing away the pain as he gave the one his mouth had abandoned a little rough treatment of its own before switching back.

Willow was writhing on the bed at all of the pleasurable sensations assaulting her body. The fact that the handcuffs restricted her movement only seemed to heighten her body's awareness of what was being done to it. She couldn't explain how much she loved what her Master was doing to her breasts. She knew that logically she should not derive pleasure from the rough treatment of her nipples, yet when Angelus did it, she did.

Angelus continued to work his way down her body to the source of the heavenly scent she emitted. He paused to meet her lust-glazed eyes before dipping his head and running his tongue the length of her slit.

Willow felt her body begin to tense, knowing that if he touched her again she would come.

"Please, Master, may I come?" she asked, knowing she'd most likely be punished if she did so before he wanted her to.

"Since you asked so nicely," he allowed, wanting to be buried inside her soon.

He slid a finger inside her very wet passage as his tongue pressed against her clit. That was all it took.

"Thank you," Willow screamed as her orgasm wracked her body. Her back was completely bowed as the pleasure rippled down her spine to settle in her groin.

Angelus lapped up her release, delighting in having such a responsive pet. Before she could completely calm down from her climax he moved up her body and sheathed himself inside her still-fluttering passage.

Willow moaned loudly as she felt Angelus fill her. She wanted to touch him. She wanted to wrap her arms around his body, dig her nails into his back, and run her fingers through his hair. She pulled at her bonds, knowing she wouldn't be able to break them but needing to try. The rest of her body wriggled and writhed with the effort.

Angelus watched her face as he moved within her. Her desire to be free was clearly written on her face. Yet her pleasure at having to fight the bindings was evident too. He loved the way her body twisted and moved against his.

Her reaction to the bondage had him poised near the edge already and he wanted to bring her over again with him. He lifted Willow's legs to rest on his shoulders, changing the angle of penetration so that he now rubbed against her clit with every movement. He leaned over her body, kissing her savagely.

He was almost there, and as her muscles began to lightly flutter he knew she was too. He broke the kiss and smoothly morphed and sank his fangs into his mark.

"M-Master," Willow called out as she crested, the feel of his fangs in her neck pushing her over.

Angelus pulled away from her neck to roar her name as he came in several spasming movements, emptying himself inside her. He returned to lapping at the oozing bite mark as his body regained control of itself. With a groan he pushed himself off of Willow to collapse next to her.

Willow wanted to roll over and snuggle into Angelus, but with her arms bound as they were she couldn't. Before she could work up the courage to ask him to free her, his arm raised and clicked the release. Her arms dropped to the pillows, little pins and needles forming from being restrained.

Angelus pulled her arms down to rest her hands on her belly as he rubbed the circulation back into them.

"How are your arms?" he asked.

"Wonderful," Willow sighed.

Angelus chuckled. "I take it you liked your reward."

"That was amazing," Willow admitted. "I never would have thought I'd like that. Thank you."

"There was a hidden lesson there," he told her. "Always trust that your Master will know what you want and need."

"I do."

Angelus kissed her; he couldn't help himself. He was constantly in awe of this girl, his pet. Her reactions to him and his games astounded him. When he finally released her lips, he rolled to the side of the bed and removed something else from a drawer.

"Roll onto your side, facing away from me," he told Willow.

She felt something cool and metal against her neck and chest and realized that he had place a necklace on her. Lifting the pendant she noticed that it was a bird – an exact replica of his tattoo.

"It's beautiful," she said.

"This shows that you are mine," Angelus informed her. "This necklace will keep you safe from any demon or vampire that comes near you, even if they don't see my mark on your neck. In short, I am offering you my protection."

"Thank you," Willow said with tear-filled eyes. No one had ever wanted to protect her like this before. She was going to do everything in her power to make Angelus proud of her.

Part 7

Something cold shocked Willow to wakefulness. She had dozed off to the sensation of Angelus lightly stroking her skin after he'd given her the necklace. She had been overwhelmed, both physically and emotionally.

Willow tried to roll away from the unidentified cold sensation to return to her nap. The bindings on her wrists prevented such a movement. Willow felt a momentary rush of panic at finding her arms bound, but soon remembered her Master's reward.

With a smile beginning to light her face, Willow opened her eyes to seek out Angelus. The panic began to return when she saw only darkness.

"M-master?" she hesitantly asked, unnerved by the combination of her immobility and lack of sight.

At first Angelus had been content to let her rest, knowing she'd need it. But he soon grew bored with listening to her steady breathing and watching her chest rise and fall.

He had pulled his pants on and gone in search of his childer; but they were wrapped up in Spike's bed and he wasn't in the mood to join them. Spike congratulated him on finding such a vocal pet. He made the typical kind of lewd comments Angelus expected from his blond childe about Willow's hidden charms. Drusilla had mumbled something about Willow enjoying the cold. That had given Angelus a wonderful idea.

"I'm here, pet," he assured Willow.

Angelus had been savoring each of his pet's reactions to being awoken. She hadn't so much as stirred as he returned her wrists to the handcuffs. Nor had she woken up while being blindfolded. No, it wasn't until he'd run an ice cube between her breasts that she'd shown signs of waking.

He relished her facial expressions, the change in her heartbeat, the scent of her rising panic.

"I can't see, why can't I see?" she babbled, struggling against her bonds.

"Because I put a blindfold on you," Angelus soothingly told her. He ran his hand along the black silk covering her eyes, allowing her to feel the material as it was caressed.

"You… You did it?" she asked, her voice much calmer than it had been moments before.

"You'll enjoy it," Angelus promised, stroking her forehead soothingly.

"If you say so." Willow relaxed into Angelus' caress. Knowing that her Master was the one to deny her of her sight changed her situation from being scary to anticipatory.

"Have you heard the expression that when a person loses one sense the others become heightened?" Angelus asked, circling Willow's navel with the ice cube.

"Yes," Willow hissed, sucking in her belly against the cold. "What is that?" she moaned.

With a husky chuckle Angelus ran the ice over Willow's lips, allowing her to feel its texture and wetness. "Ice," she identified, parting her lips to suck the dwindling cube into her mouth.

Angelus' mouth followed the ice, licking her lips before sealing them under his. His tongue chased the melting ice along Willow's tongue and around her mouth until it melted completely. The ice had done little to cool the burning heat of his pet's mouth, but that was fine by him. One of the things he enjoyed most about Willow was her heat.

Reaching for the bowl of ice cubes, Angelus pulled out of the kiss, allowing Willow some much needed, if unwanted, air. This time he began at her neck, trailing the ice over the closed, but still raw, puncture marks. Willow hissed again in pleasure and leaned into the touch.

Again, Angelus followed the trail of the ice, lapping at his mark for several long minutes as he skimmed the ice across Willow's chest, dipping down to circle her breasts, but not going near her nipples, which were already tight with need and anticipation. When the cube melted enough to be too small to easily hold, Angelus slipped it between Willow's lips. She eagerly drew his fingers in with the ice, suckling them until Angelus withdrew them with a groan.

He abandoned Willow's neck with great reluctance, but the game came first. Angelus took his time retrieving more ice. He wanted Willow's body to begin to warm again. When her breathing had calmed to a more normal level, Angelus brought one cube of ice down on each nipple.

Willow gasped at the dual sensation of ice on both her nipples. The play of ice around her breasts, coupled with Angelus' laving of her bite mark, had already caused the nubs to pebble almost painfully. She knew they'd be sensitive, just as Angelus must have known they would be. The contact of the ice was a pleasurable pain.

When his mouth replaced one of the ice cubes it felt almost warm in comparison. He licked and sucked at the sensitive nipple as the ice continued its torturous exploration of her other breast. Just when she thought that her breast would become numb from the icing, Angelus switched his attentions. This time Willow could have sworn his mouth was an oven. She arched towards his mouth, craving the new heat it felt like he was giving off.

Angelus delighted in his pet's reactions to him. Her body was arching and writhing beneath him, straining for his touch. She no longer tried to escape her bonds, instead reaching up to hold on to the short length of chain holding the cuffs to the loop in the headboard. He didn't think she even realized the sounds she was making. The constant moans and whimpers of pleasure slipping from between her lips were driving him insane with lust.

Reaching for another piece of ice, Angelus continued the path he had begun down her body. He skimmed the ice over her belly, which fluttered delightfully under the coldness. He circled her navel and continued moving. Willow sucked in a sharp breath as she realized that he wasn't going to stop the ice cube's descent.

Taking Willow's realization of where he was headed as his cue to continue, Angelus ran the ice over Willow's nether lips. The breath being held was released on a hiss of pleasure.

Angelus smirked to himself, dipping the ice between her folds and very slowly running the ice up to Willow's clit. He pressed the melting ice to the bundle of nerves, becoming impossibly harder as Willow's orgasm took her by surprise.

She should have known it was coming, Willow told herself. She could feel the downward path Angelus had begun with the ice. She hadn't really believed he'd go… there… with it though. So she was surprised when in fact he did go there and her body reacted as it had been prepped to do. Her Master had carefully designed an intricate pattern of dominoes and when he knocked over the final piece, she fell apart.

Angelus popped the cum covered ice into his mouth, savoring the taste of Willow's release on it. Before she fully recovered from her orgasm, Angelus was sheathed inside her heat.

A long, wordless moan started deep in Willow's throat and made its way out of her parted lips. She arched up, brushing her breasts against her Master's chest, craving more contact between their bodies.

Angelus lowered his upper body until he was practically lying on top of Willow. His weight was supported on his forearms next to her head, his fingers wrapped in her fiery tresses as his mouth ravaged hers. He steadily pumped his hips into Willow, extremely grateful that he had forgone tying down her legs when she wrapped them around him, using the leverage to meet his thrusts with her own.

Willow felt her eyes roll back in her head beneath the blindfold when Angelus abandoned her mouth in order to taste her blood. She welcomed his bite as eagerly as she welcomed his release moments later. She could only manage a whimpered, "M-master," when her second orgasm contorted her body in pleasure.

So wrapped up in her body's euphoria, Willow didn't notice Angelus' disentanglement from her. She was aware of the soft light she was able to perceive when her blindfold was removed and she had to blink several times before she was able to focus on her Master's pleased face. Her eyes remained on his as he released first one wrist and then the other, lowering her arms to rest against her sides.

"That was fun," Willow purred contentedly as Angelus rubbed circulation back into her arms.

"So the blindness was a good thing," Angelus pressed, his eyes telling her that he knew she'd enjoyed it, but wanted to hear her say it nonetheless.

"Very good. I should never have doubted you, Master."

"No, you shouldn't have. You'll need to be punished for that, later. First we need to get your strength back up."

"I don't think I can move," Willow agreed, not sounding one bit put out by that idea.

"You don't need to, yet." Angelus laid down next to her and pulled Willow into his arms. He was a bit worn out himself after teasing Willow so well. He was full of her heavenly blood and relished the idea of sleeping next to a warm body for a change. "Sleep. Then we'll find you something to eat."

"Yes, Master," Willow sighed as she drifted into slumber.

Angelus felt his cock start to harden again at her mumbled words, but willed it away so that he could join Willow in the land of Nod.

Pat 8

Willow fidgeted with the collar on her sleeveless turtleneck. She was very aware of the bite mark rubbing against the cotton and she idly wondered if she should have put a bandage over it. She didn't think Angelus would appreciate her covering his mark up before hiding it, and her necklace, under a turtleneck. But he also wouldn't want her to be uncomfortable, would he? Willow decided that the constant reminder of her Master wasn't so bad. Besides, he hadn't punished her yet.

Sitting in the bright, sunlit library during her lunch hour, Willow told herself that she should be glad her Master hadn't punished her yet. She shouldn't want to be punished by a vampire. She could only imagine what a vampire's idea of a suitable punishment for not believing in him would be. Then again, she reminded herself, this wasn't any run-of-the-mill vampire… this was her Master.

While she had been eating the meager dinner one of the minions had brought for her the night before, Angelus had casually removed some more toys from his bureau. She had watched, fascinated, as he had nonchalantly placed a flogger, a crop, and a paddle on the table before her. Once they were laid out, he ignored them, allowing Willow to become accustomed to what they were.

After receiving permission, Willow had carefully examined each of the new "toys". She became familiar with their weight and texture, resiliency or lack thereof.

Just before he'd sent her home to change for school this morning he'd told her to think about which toy she'd like to be punished with that evening.

In the hours since she had left him, that was all she could think about. And probably would have been even if Angelus hadn't told her to think about it.

When she closed her eyes she could feel the leather strands of the flogger slipping through her fingers, brushing against her arm. She mentally fingered the smooth length of the crop, the folded leather end of the whip. She could practically envision her pale flesh marked with red welts from her Master's skillful lashings. Or the rubber of the paddle, reddening her bottom as she displayed herself for her Master.

Buffy noticed Willow's distraction. "You okay, Will?"

"Hmm? Oh, yeah, fine." Willow stopped her nervous fidgeting and returned her attention to the book in front of her. She hadn't gotten any homework done last night and was trying to get caught up. She was going to have to find a way to ask her Master to let her have some time to do her homework when he wanted her to spend the night with him.

"I know I've been kinda out of it lately, but if you need to talk, I'm here," Buffy offered.

"No, it's really nothing. I was just thinking about homework-y stuff. And you've had good reason to be distracted lately."

"Thanks for understanding. This whole Angelus thing is stressing me out." Buffy didn't notice Willow tense up at the name of her Master. "According to everything Giles, and Angel, have told me about him, he should be coming after me, but he's not. Since we destroyed the Judge there's been barely a peep out of him."

"M-maybe he's just trying to keep you off balance," Willow nervously suggested. She hadn't thought about how her spending time with Angelus would keep him from menacing her friends. She was even happier to spend time with him, knowing she would be keeping him away from Buffy.

"Maybe," the blonde shrugged. "You wanna hit the Bronze tonight?"

"Can't, sorry. I've, ah, got homework and stuff to do." Willow was unconsciously playing with her collar again. She hated lying to her friend, but she didn't think, 'I have to go and get punished by my vampire Master, who just so happens to look like your ex-boyfriend,' would go over too well.

"Please," Buffy pouted.

"Sorry, but I really can't."

Just then the bell rang and Willow inwardly sighed with relief. She quickly gathered her books together and headed off to the rest of her classes, hoping the remainder of the day would pass quickly.

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Willow walked into the factory, eagerly anticipating her punishment. She had spent the afternoon imagining various scenarios of being punished with each of her Master's toys. She had decided that she wanted him to use the crop on her tonight.

Upon entering Angelus' bedroom she stopped in her tracks and did a double take. She slowly backed out of the room, making sure she'd gone into the right one. After assuring herself that she was in the same room as the night before, Willow crept back in, her eyes wide as she took in the scene on the bed.

"Don't just stand there, come in Willow and prepare yourself," Angelus told her, trying to suppress a moan.

Willow knew she was blushing bright red and she could feel herself becoming aroused by the display before her. It felt like she was moving in slow motion. She set her backpack on a chair and removed her clothing, as she knew was expected of her. Although she didn't know why he wanted her naked given his current occupation.

Angelus was sitting naked on his bed with Spike's fangs buried in his neck. The blond vampire, who was naked as well, was stoking Angelus' cock in time with his feeding. The hand that wasn't stroking Angelus was buried in his dark hair, holding his head at an angle. His own cock was straining for attention.

"Enough," Angelus growled. "Finish it."

Spike promptly removed his fangs, licking the wound closed. In one smooth motion his demon receded as he engulfed Angelus' cock. Angelus thrust up into his childe's talented mouth and quickly found release.

Spike pulled back and was about to lick his lips, but Angelus stalled him. "No, wait. Allow my pet."

Both vampires turned to look at Willow, who was watching them from her knees by the foot of the bed, wide-eyed and open-mouthed.

"Didn't anyone ever tell you it's not polite to stare?" Spike smirked.

Willow immediately blinked and snapped her jaw closed with an audible snap. She lowered her eyes and apologized.

"Come here," Angelus commanded.

Willow stood and moved to sit next to her Master on the bed, but Angelus lifted her to sit between him and Spike. Willow looked at him questioningly, her nervousness clearly written across her face.

"What is it?" Angelus asked, knowing perfectly well what it was, having arranged for her to walk in on him and Spike together.

"Why is he here?" Willow whispered. "I thought… I mean you'd said you were gonna… and why was he eating you?"

Spike couldn't contain his bark of laughter. "Would you rather I eat you?"

Willow whimpered in confusion at the double entendre. The blond had a wicked tongue and she could imagine him using it to bring her pleasure. However, she didn't really feel comfortable with the thought of anyone but her Master taking her blood.

"Spike," Angelus growled in warning. After Spike made a gesture of zipping his lips, Angelus turned back to his pet. Stoking her hair, he told her, "As you know, Spike broke his back when that organ fell on him. Nothing works better to heal an injury than sire's blood, and as you know, feeding can be a very erotic experience." Willow shivered as Angelus grazed his fingers over her own bite mark.

"But poor Spikey here didn't find any release," Angelus continued in a low husky voice as he lightly stroked her body. "I think you should help him out with that."

Willow's half-closed eyelids snapped open. She had started to drift in a sensual haze from Angelus' light touch and sexy voice. The look on his face made it clear that he knew she would want to object, but this wasn't a suggestion.

"Yes, Master," she said, her eyes darting to Spike's waning, but still impressive, erection. She shifted around so that she was straddling Spike's prone legs. She started to bend to take his cock in her mouth, but her Master's voice stopped her.

"No. Kiss him." Angelus said, making himself comfortable next to the pair. "I want you to taste me on his lips."

Stiffly, Willow leaned towards Spike's mouth. She briefly met his laughing eyes; eyes that knew how uncomfortable she was in this situation. Determined to wipe that smug look off his face, Willow purposefully ran her tongue along his lips, savoring the taste of her Master.

Spike tried not to react to the feel of her warm, wet tongue as it licked his lips. It became increasingly difficult to remain still when she began to lap at his chin, chasing any drop of his sire's cum that might have escaped his mouth.

When she was satisfied that his chin was clean, Willow returned to his lips and finally pressed hers against them. Spike opened to her probing tongue and she eagerly swept into the cool recess. Her tongue explored every nook and cranny of Spike's mouth, seeking out any trace of her Master's taste.

Spike gave up any pretense of restraint and folded Willow into his arms. He was starting to understand his sire's infatuation with this human. He knew that she did not like the idea of pleasuring him, yet she was going about it wholeheartedly… because Angelus had told her to.

As he watched Willow kiss Spike, Angelus reached over and took one of her small hands, placing it on Spike's cock. He guided her as she stoked him, releasing her hand once she had picked up the rhythm. He knew they would be beautiful together - his pale, lean, beautiful boy and his fiery, lithe, submissive. Willow's hair fell across Spike's pale, well-defined chest as he wove his fingers through her tresses.

When Willow pulled back to breathe, Spike dipped his head to lick and kiss her neck. Angelus' warning growl reminded him to stay away from the mark on her neck, sending him to the unblemished side of the smooth, pale column of flesh. He delighted in Willow's moan of pleasure.

Taking advantage of her free mouth, Angelus leaned in to kiss his pet. She eagerly kissed him back, reaching out to stroke his cock with the hand that wasn't stroking Spike. Angelus growled in pleasure, knowing the time was right to move things along.

Angelus moved behind Willow, pulling her away from Spike's mouth by her hips. Spike growled in annoyance.

"Suck him off," Angelus told her and Willow took Spike in her mouth without comment or protest.

Spike hissed in pleasure as Angelus praised, "Good girl."

As Willow diligently licked and sucked Spike's cock, Angelus and Spike stroked her body. Spike took her breasts in hand, while Angelus slid two fingers inside her. Willow moaned around Spike, the vibrations making him groan.

Angelus leaned over Willow's back to whisper in her ear. "I want you to listen very carefully to me Willow. No matter what we do, no matter how you feel, you are not to cum."

"What?" she squeaked, releasing Spike from her mouth.

"Remember what I promised you? Today you are to be punished for not believing in me. That is your punishment. You are to pleasure Spike. You are to pleasure me. But you will not find release until I say so. Understand?"

Willow bit her lip and nodded her head. She didn't know how she was going to do as he said, her body already tingling with need, but she knew that she had to find a way.

"Good girl," Angelus purred. "Now finish Spike off."

"Yes," Spike hissed as his cock was once again engulfed by Willow's hot mouth.

Just as Willow took Spike in, Angelus slid his cock inside her in one long, smooth stroke. Again she moaned around the cock in her mouth, wondering how she was expected not to cum. She wrapped a hand around the part she couldn't reach with her mouth, just as Angelus had showed her the day before.

Spike wished he could raise his hips to thrust into Willow's mouth. He was so close. He took her head in his hands and settled for showing her the pace he needed. Having been hard since tasting his sire's blood, Spike found himself soon sending spurt after spurt of cool semen down Willow's throat. He was amazed that she was able to take it all, but she did.

Willow licked Spike clean, using the action to try to distract herself from Angelus' slow movements. He was doing it on purpose she knew, slowly sinking into her tight heat before withdrawing equally slowly. She sent up a small prayer of thanks that he wasn't touching her clit. She didn't know if she'd be able to keep from cumming if he did. She pressed back into Angelus, hoping to get him to speed up and find release.

Angelus held her hips still, knowing what she was thinking. "Uh-uh," he reprimanded. "No fair trying to cheat."

"Please, Master," Willow panted, twisting to look at him. "I don't know if I can hold back."

"I'll let Spike distract you," Angelus said, never breaking his pace.

Spike took her face in his hands and drew her back to his waiting mouth. He kissed her, a silent praising of her wonderful blow job, nonplussed by the taste of his cum on her tongue. Willow eagerly kissed him back, putting all of her focus on his mouth. Her hands explored his well-sculpted chest and thighs.

Angelus loved this form of punishment. He had purposely deceived her into thinking she'd be punished with one of his toys. Oh, he'd use them on her soon, no doubt about that. But after letting her grow used to the idea of being whipped, he knew she'd be craving it. And what kind of punishment would it be if she was getting what she wanted?

He knew she wasn't used to this kind of punishment. Hell, she wasn't even used to having sex yet. She was an eager pet though, and would try her hardest to follow his instructions. Luckily for Willow, he was extremely turned-on from watching her and Spike together and began to thrust into her in earnest.

Willow felt Angelus speed up and nearly sighed with relief. As his thrusts became more erratic she pulled away from Spike, moving her hair away from the mark on her neck. She leaned back, pressing her back against Angelus' chest, offering her blood to him.

"Atta girl," Angelus purred, morphing and sinking his fangs into his mark. Several more rough thrusts and he was shooting his release deep inside his pet.

Willow bit her lip, hard, drawing blood in an attempt to not cum when Angelus did. She thought of every unsexy thing she could - her parents kissing, Cordelia and Xander kissing, geometry, physics, anything mathematical. She didn't unscrew her eyes until she felt Angelus pull out of her and draw her to lie between him and Spike.

She whimpered as he licked the blood from her lip, arousal and need still filling every pore of her body.

"You did very well, Willow," Angelus told her, bringing a pleased smile to her face.

"Thank you, Master. I didn't want to disappoint you."

"I know you didn't. You actually surprised me. I didn't really think you'd be able to hold out."

"You set me up?" she pouted.

Angelus ran his thumb over her protruding lip. "Need I remind you, I'm a demon pet?" She shook her head No. "I didn't think so."

Willow rubbed her thighs together, hoping to relieve some of the burning pressure. She whimpered as Angelus stroked a hand down her body, prying her thighs apart.

"In fact, I think you deserve a reward." Angelus slid two fingers inside her and began to rub her clit with his thumb. "You have permission to cum now."

Willow's screams of release echoed throughout the factory.

Parts 9 - End