Disclaimer: Joss owns all.

Teri Leigh



Willow quietly snuck into the Bronze. Her mind was riotously trying to convince her she was doing nothing wrong. < It's not like I broke in or anything. The door was unlocked. > She had realized after getting home that she didn't have her purse. As much as she hated doing it, she HAD to sneak into the Bronze. Her parents were out of town and her purse had her keys. Just as she passed the back door, she heard music playing softly. She paused, afraid of getting caught but unable to fight down the curiosity that had her mind screaming 'Who is it?' She carefully crept over to the staircase, hiding behind and peering around. < Angel > Why hadn't he heard her come in? He wasn't a person you could sneak up on. He was standing in the middle of the dance floor, slowly swaying to the music.

Willow felt her eyes start to tear as she listened to the music. Without realizing what she was doing, she began walking towards him.

Angel started as he felt a hand fall onto his shoulder. He had been so caught up wallowing in self loathing that he didn't even hear anyone approaching. He spun around quickly and found Willow standing there, eyes filled with tears.

"Willow," the word was like a gentle rush of air across his lips. "What are you doing here?" he asked in confusion.

"I forgot my purse. I'm sorry I didn't mean to spy on you. You looked so alone and the song was just so sad.." she reached out to touch him and he flinched away.

"Don't. You shouldn't have to touch me. You should even have to see me. I'm...I'm sorry. For everything," he turned as if to flee.

"Wait," she grabbed onto his arm, her hand sliding down till it locked in his. He seemed to both shrink away from her touch and hold on for dear life. "Angel, please don't leave. I've wanted to see you. I've been looking everywhere for you." She tilted her head down and Angel felt a wetness on his hand as a single tear fell. "I was afraid I'd never see you again. I've...we've all been so worried." She leaned into him, hers arms going about his waist as she clung to him in a fierce embrace.

Angel was torn between trying desperately to fight his way out of her embrace, or cling to the salvation he found in her arms.

"You've been alone for so long, Angel. Don't shut out your friends when you need them most. We....I need you."

Willow's words shattered his resolve. He crushed her in his arms, pulling her tightly against him and burying his head in her hair as he began to cry. How long they stood like that, wrapped around each other, comforting one another as they cried, neither could tell.

"How could you? How could you forgive me for what I've done? I don't deserve your forgiveness. I'm a monster."

Willow pulled away from him sharply and glared at him. "Don't ever talk about my friend Angel like that again," she said her eyes shooting daggers at him. "What happened was NOT your fault. You had no control. My god, Angel, why do you torment yourself this way? You're as much a victim in this as anyone else. It must be terrible having the memories of Angelus' doings trapped within you," she reached up to caress his cheek and he pulled away from her.

"Don't you get it? Angel, Angelus, we're the same thing. We're not two different people, we're one. All that happened, all that I did, that was me! I'm responsible for all the evil that was done." His voice broke in a sob as he finished.

Willow regarded him with solemn eyes and then reached down and took his hands. She very gently wrapped them around her neck. "Kill me."

"What?" he asked in an outraged whisper. He yanked his hands back as if burned by her flesh. "I could never hurt you."

"Angelus could. He could snap my neck or sink his fangs in and drain the life from my body. You said you were one, so do it," her voice was disturbingly quiet and eerily calm.

"Stop it Willow. Don't do this."

"Why? Am I right? You couldn't kill me, but Angelus could. Well come on then. Prove me wrong." She reached up and pulled his face down to her exposed throat.

A shiver ran through his body. He could feel her pulse pounding at her jugular, feel the life coursing through her, the warmth of her flesh against his lips. His lips gently grazed along her neck and his lips parted. His tongue slipped out of his mouth and began to trace circles around her pulse point. He pressed his mouth more firmly to her flesh and began to suck gently, his lips and tongue caressing her neck. She was right. He couldn't hurt her. As tempting as she made herself, he couldn't take her life, or her blood. His arms wrapped around her, pressing her fully against him as she pulled his mouth closer to her neck, moaning.

He knew he shouldn't be doing this. It wasn't right to be kissing and caressing Willow like this. He pulled his mouth away from her neck and looked into her eyes. It was just as he feared. Her eyes shone with acceptance and wanting. Her body was limp in his arms, her eyes half closed and passion glazed. It was quite a tempting picture. He leaned in to kiss her lips, wondering if the flesh there was as soft as that on her neck. Their lips met briefly, gently, before she pulled him closer, her lips parting. He felt the warmth of her breath rush over his lips as she gasped. She clung to him, her lips against his, her tongue lightly touching his lips before she pressed herself closer. She was offering him everything he wanted. Acceptance, understanding, comfort. < Salvation >

He pressed his lips more firmly against hers and lost himself in their kiss, his tongue caressing her lips and mouth. She pulled away to gasp for breath, throwing her head back and offering him her neck again. As he began kissing his way down her neck his conscience came roaring back.

"Willow," he said pulling away from her. "We shouldn't. It isn't right."

She sighed. "You're right."

His head fell as she confirmed his beliefs.

"This is trespassing and I have my house all to myself." She lifted his head and kissed him passionately. She began pulling him to the door as she said, "I've always wondered if my bed was big enough for two and tonight I'd like to test the theory." Angel stopped dead in his tracks.

"Willow, I don't know if that's such a good idea."

"You don't have to worry about losing your soul again. It can't happen the way we did the spell this time."

He shook his head. "It's not that Willow."

"Oh," her head fell and she suddenly found the floor tile rather interesting. "Don't worry about it. I should have realized you wouldn't want me when you can have Buffy. I know I'm not as pretty as she is and all. I shouldn't have said anything, I just thought you wanted me. Silly, huh?" she looked up at him after her mindless rambling was done.

For a brief moment she saw a sadness flicker across his features and then it was gone. He pulled her over to him and wrapped his arm around her shoulder. "C'mon Willow. Let's go to your house."

The nervousness really didn't hit Willow until they reached her bedroom. They had been silent the entire way to her house, though Angel's hands had caressed her each time he had 'accidentally' bumped into her. The only words that they shared the entire time was the soft "Come in" that Willow had issued him. Willow walked into her room first, Angel right behind her. Her eyes closed as she heard the door click shut, trepidation washing over her. Angel came up behind her, his hands brushing up her arms before settling on her shoulders. He removed her jacket, caressing her arms as he did. His hands then returned to her shoulders, where he began to knead the tension away. She felt herself relaxing under his massage. She let out a shuddering breath as some of her fear left her. She felt his lips at the base of her neck and she tilted her head to allow him better access. With the combined talents of his tongue, mouth, and hands, Willow was soon completely relaxed and moaning softly. His hands drifted down her back and to her waist. He began to delicately untuck her shirt from her skirt. His hands continued around to the front of her body, where his skilled fingers quickly undid her buttons.

Willow gasped as she felt the cool air of her room hit her chest and she realized that her shirt was unbuttoned. As Angel removed it, the fear started to creep slowly back over her. Angel caught her chin with his hand and turned her around to face him.

"Willow, we don't have to do this if you don't want to," his voice was barely above a whisper, his fingers stroking her jawline as he spoke.

"No, I want to. I really do...it's just that....well I'm..."

"Shh. I know. You've never done anything like this before. Are you afraid?"

Willow nodded her head slightly, her eyes downcast to avoid his penetrating gaze.

"What are you afraid of?" His hand slid down her throat, his fingers barely touching her flesh, but where he touched tingled as though it were on fire.

"I...I don't know...I'm afraid it'll hurt, I guess," she stammered trying to keep her train of thought.

He lead her over to the bed where he sat down, pulling her onto his lap and into his arms. "I won't lie to you Willow. It will hurt a little, but I promise to make sure you experience a hundred times more pleasure than pain. We'll take things very slowly, and we can stop whenever you want. Just promise to be honest with me? Tell me what you're thinking and feeling, okay?"

Willow nodded. Angel smiled and leaned forward to place a soft kiss on her lips. He pulled away and then kissed each cheek, her forehead, and both of her eyes before returning to her lips. The kiss started out light and gentle. He simply rested his lips against hers and kept them there. Soon, Willow squirmed against him and pressed her mouth more firmly to his, lips parting. His arms wrapped around her as he kissed her passionately, lifting her so she was straddled across his lap. Willow wrapped her arms around his neck and returned his kiss with more passion than she had ever shown before.

Angel's hand slipped down to the tie on her wrap around skirt and undid it. He tossed it aside and settled his hands on Willow's bottom, now covered by only her modest, white, cotton underwear. Willow kicked her shoes off, as she tangled her hands into his soft hair. She felt his teeth nip gently at her lower lip and groaned into his mouth, momentarily breaking off the kiss as she gasped for breath. Angel's lips traveled back to her neck and Willow groaned again, pulling him closer to her, unknowingly rocking her hips against his. "Angel," she moaned.

Angel pulled back and looked up into her flushed face. He had felt her hips rock against his and knew she was becoming quite aroused. He could hear the pounding of her blood. "Undress for me," the words were quiet, but he knew she had heard them.

Her head bolted up and she looked at him wide eyed. She brought her hands up behind her to reach for the clasp on her bra. Her hands were shaking so badly, she didn't know if she was going to be able to get the clasp undone. She felt Angel's hands cover hers, stilling them.

"Have you ever been naked with anyone before?"

Willow shook her head demurely. Angel pulled her hands away from her bra and brought them to his lips.

"Why not?" he asked, kissing each of her palms.

Willow shivered slightly. "I..I was afraid..I guess."

"Why?" his kiss had continued up to the pulse points in her wrists.

"Because I'm not beautiful or sexy like Buffy or Cordelia."

That same sad look that she had glimpsed at the Bronze returned. "No, you're beautiful and sexy like Willow. Come here," he lifted her to her feet and then stood. He took her to stand infront of her full length mirror. Willow saw herself standing there in her white cotton bra and panties. She felt Angel press against her from behind. It was odd to feel him there, but not see a reflection in the mirror.

He undid the clasp on her bra and then brought his hands up to slide the straps off of her shoulders. His cold hands brushed down across her breasts, baring them and removing her bra. Willow felt her nipples tighten in response to both the coldness of his hands and the heat that spread from his touch. He lightly cupped her breasts, teasing the nipples between his thumb and forefinger. Her nipples tightened into little red buds, her entire breasts contracting with his touch. His hands slowly slid down her body to her panties. Willow blushed furiously as she felt his fingers hook the edge of her panties and slide them down. He bent behind her, taking her panties with him until they pooled around her feet. She stepped out of them shakily and stood weak-kneed before both Angel and her reflection.

"What do you see?" he asked, as he stood behind her, his hands rubbing up her sides.

"I see me. Plain, boring, me," she said with an anguished sigh.

"Would you like to know what I see? I see a beautiful young woman. Her hair thick and straight, like fire, hanging down just far enough to brush invitingly across the tops of her breasts," Angel's hands followed his every word, starting at her hair and tracing down to the tops of her breasts. "Hair that frames an absolutely gorgeous face, with eyes that can pierce you right to the soul. Smooth, soft skin, and lips that particularly beg to be kissed," He turned her head slightly to give her a long, lingering kiss before turning her back to the mirror. "The only thing that makes you look any more ravishing is a good ravishing," he teased. "See the way your skin comes alive once you've been kissed? It blushes a most appealing pink. And your lips look even better when they're wet from kisses. Which brings us to this neck," his hands ran over her neck followed by his lips which gave teasing little kisses as he spoke. "This neck that could make a man beg to kiss it. So long and lean, curving perfectly into your shoulders." His hands ran over her collar bone and then snaked up from behind to cup her breasts. "Your breasts fit my hands exquisitely, as though they were made for them." He squeezed her breasts gently pushing them together. He ran his fingers over her nipples and felt them tighten even more as she moaned. "Do you like that?"

She whimpered an affirmative, as his hands delicately traced circles around her aureole. He gently pinched her nipples and she shuddered and closed her eyes.

"No, no. Keep your eyes open Willow. We're not done yet." Willow forced her eyes opened and his hands moved lower. "Look at how tight and firm your stomach is, like a finely crafted sculpture," He was kneeling now. She couldn't tell from the mirror, but she felt his breath brush across her stomach even as his hands slid over her flesh. She glanced down at him and saw him staring at the juncture of her thighs. She pressed her legs tighter together and her hands came up to cover herself.

Angel looked up at her and the two locked eyes. "Don't hide yourself from me Willow. You have nothing to be ashamed of," She forced herself to pull her hands away and they fell back to her sides. Angel leaned forward and pressed a kiss to her chest, just below her breasts. His kisses continued down to her belly button and then he pulled his head back.

"Look at your legs," His hand trailed down the outside of each of her legs all the way down to her feet. "You even have cute feet," He picked up one foot to examine it. When he set it back down, it was several inches farther than it had been, parting her legs a shoulders width. His hand started back up her inner thigh, stopping at her knee. "Well defined calf muscles, and so smooth," he pressed a kiss to the back of her knee, causing her knees to buckle slightly. She felt Angel's hand on her bottom, steadying her before it began smooth little circles there. His hands continued up her thigh with a teasing lightness. "Your thighs are so shapely, joining together at this little nest of red curls," his thumb brushed against her sex and she gasped. His hand cupped her, his palm covering her hair, while his fingers ran down the length of her sex. She quivered one hand reaching out to his shoulder to steady herself. "Makes one wonder about the hidden pleasures," he leaned forward and placed a kiss right above her curls.

"Angel," she gasped.

He smiled up at her, his fingers still sliding up and down the length of her sex. "Do you understand how beautiful you are now? You just weren't looking," He wrapped his free arm around her waist and pulled her to his body. She cradled his head in her hands as he leaned forward to press a kiss between her breasts.

"Angel," she gasped again. "You're going to make me fall over."

He laughed lightly as he felt her knees buckle again. He removed his hand from between her thighs and she gave a little moan of protest before he carried her over to her bed and laid her down.

She tried to sit up, but he gently pushed her down till her back hit the bed. She glanced down to find him kneeling at the foot of her bed. "What are you doing?" she asked as he lifted her foot.

"I'm not done exploring yet," he replied with a sly grin as he kissed the arch of her foot.

Willow's body shuddered with anticipation at his words and his actions. He ran his tongue across her instep. She dropped her head back onto her pillow, unwilling and unable to hold it up any longer. Angel's mouth moved up the outside of her leg to tease her ankle, nibbling and sucking his way up her legs. She felt his cheek nuzzling her calf, rubbing against it lightly between kisses. He continued that way until he reached her knee where she felt his tongue flick out and lick the soft flesh behind it. Willow moaned, her thighs quivering. He then worked his way back down the inside of her leg until he again reached her foot. He looked up to see Willow's teeth lightly biting her lower lip. He repeated his actions on the other leg, but this time when he had kissed his way back down, his hands ran lightly up the insides of her legs until they reached her thighs.

His upper body was laying in between her parted legs, his head level with her knees. He began his kisses right where he had left off, her knees. He kissed and nipped up her legs alternating between right leg and left. His fingers were moving as well, his fingernails tracing a path between the top of her thighs and the sensitive insides. His touch was so erotic and gentle. Willow hadn't noticed how far his hands and lips had gotten until she felt his fingers brush the curls nestled at the top of her thighs. That one touch was enough to jerk her out of her passion-hazed fog. Her legs shut tightly against one and other forcing him to remove his hands and lips from her body. She abruptly sat up. "Willow?"

"I'm sorry. I just...I'm not sure..."

"Do you want me to stop?" He asked quietly, coming up beside her and soothing her hair away from her face.

"Yes....No, I don't, I'm just...."


She nodded weakly. He smiled at her and leaned forward to brush her lips with a kiss. "Did you enjoy what I was doing?"

She nodded again, letting her chin fall to her chest.

He placed his hand under her chin and tilted her head until she was looking into his eyes. "We don't have to do anything you're uncomfortable with. I just wanted to bring you pleasure. I didn't mean to upset you," she saw his eyes darkened and Willow could tell he was blaming himself.

She leaned forward and threw her arms around his neck, kissing him. Angel was unprepared for her action and he ended up on his back with Willow on top of him, smothering him with kisses. Angel wrapped his arms around her and kissed her back with a ferocity Willow had never experienced. He rolled them back over so he was once again looming over her. He broke off their kiss and looked deeply into her eyes.

"Do you trust me?"

"You know I do."

"Then let me make you happy. I promise if you liked what I've done so far, you'll love what comes next."

Willow gave him a fleeting smile before she brought her lips up to touch his gently. His mouth descended on hers once again. He left soft, lingering kisses down to her throat. His lips had just begun to stroke her collarbone when he heard his name. "Angel?"

"Yes," he murmured as he continued to kiss her. She shivered as he found an especially sensitive part of her neck.

"One of us has too many clothes on," she said with a seductive purr as she pulled at his shirt.


Angel sat up, away from her grasping hands. He slowly pulled his shirt from his pants, throwing her a teasing look that accompanied his actions. He unbuttoned it, thrusting it open at the last moment like a Chippendale's dancer, making Willow giggle before she gasped at the sight of him. <God, he has a gorgeous body> He threw the shirt aside and fell back down on top of her.

"That's it?" she asked, a little perturbed.

He chuckled at her as he resumed kissing her collar bone, "For now. I want to finish exploring you before we become...sidetracked." His lips swooped down and latched onto her breast, causing her to cry out as she arched into him. His mouth left a trail of warm, wet kisses across her breasts before moving down her body. His hands continued to massage her breasts as his tongue swirled around her belly button a few times before thrusting into it, causing her to squirm in his arms. He was teasing her breasts so well, with light strokes and the occasional pinch, that she didn't realize how far his mouth had wandered until she felt his chin brush against her upper thighs.

She closed her eyes tightly, trying to force herself to relax. <I can't believe I'm doing this> Willow opened her thighs to him. Not much, but enough to let him know that she wanted him to continue. Angel carefully placed his hands under her hips and lifted them, bringing her legs open wider and sliding her body closer to him. With one hand, he lightly touched her outer lips, his fingers slowly running the length of them. He continued to stroke her until he felt her body relax into his touch. He then parted her flesh and ran his finger up her heated core, feeling the warmth and moisture. His finger came into contact with her clit and Willow arched towards him. He continued his methodical stroking, his lips caressing her inner thighs as he did.

Willow was so enthralled with his attentions that she failed to realize his lips were moving farther up her legs. It wasn't until they settled firmly over her clit in an open-,mouthed kiss that she regained her senses. She gasped, thrusting her hips towards Angel as his tongue began slow circles around her clitoris, occasionally punctuated with a flick of the tongue. His fingers continued to slide up and down her length while his tongue worked it's magic. Willow tried desperately to keep her body under control; to prevent the moans from passing her lips and her hips from thrusting towards his mouth. She lost all semblance of the control she was so desperately trying to maintain when he slowly slid a finger into her wanton heat. She moaned aloud and couldn't seem to stop herself from continuing to do so. His finger matched the rhythm of his tongue as it slowly plunged in and out of her body. His tempo began to increase as he heard Willow's sounds of pleasure. He then bent his finger just slightly and replaced his thrusting with a circular rubbing. Willow arched off the bed, feeling both his tongue and his finger massaging identical places on her body; one on the inside, one on the out. Slipping a second finger inside of her proved to be her undoing. Angel felt the muscles inside her body tighten around his probing fingers as Willow cried out loud. It was a combination of moan, scream, and sob. Angel's tongue and fingers continued their actions at a slower pace as her orgasm hit. He carried her through it, making it last much longer with the continued motion of his mouth and hand. He finally pulled away as he felt her climax ebb and he slowly kissed his way up her body. As he tenderly kissed her face, he noticed tears streaming from her eyes.

"Willow?" he creaked out his voice filled with concern.

She smiled at him, though her eyes shone with tears, and pulled him down to kiss her. She kissed him with a gentle passion she had never before exhibited, cradling his face in her hands. "Thank you," she whispered quietly as he wiped at her eyes.

"Why are you crying?"

She gave a short little laugh and smiled at him again, "That was...... intense. I guess my body needed release from my....release." She blushed a furious red as she said the words.

Angel chuckled at her and kissed her passionately. She responded to his kiss, wrapping her arms around his neck and tangling her hands in his hair. "You're wonderful," he told her when he finally pulled away to let her breathe.

She smiled at him. "I hate to sound like a broken record, but one of us has too many clothes on."

Angel kissed her lips lightly. He continued placing quick kisses on various parts of her face, working his way down her body. He kissed right above her belly button, before his lips left her skin as he sat up to remove those unnecessary clothes. He slowly undid his pants, his eyes never leaving hers. He had a sly, seductive grin on his face as he began his strip tease.

Willow couldn't take her eyes off of him, as he slowly revealed his sumptuous body to her. His chest was firmly muscled and completely smooth. Willow caught a glance of dark swirling hair that began just after his belly button and disappeared into his black, leather pants. Willow couldn't help but wonder how that hair would feel. Was it courser than that on his head?

Angel stood up to push his pants down his hips and step out of them. As he started to straighten back up, he felt Willow's hands running across his chest. Her lips caught his before he had a chance to balance himself and he toppled over, landing on top of her on the bed.

"Impatient?" he asked with a grin.

Willow just smirked at him and flipped him over so she was straddled across his hips. She began to rain tiny kisses all over his face, before working her way down to his neck. She continued with her gentle ministrations until her lips settled at the base of his throat, right where his shoulder and neck joined. Right over his jugular. She swirled her tongue around that spot a few times before she nipped him, her teeth pinching the skin. Angel groaned as he arched his neck towards her mouth. She removed her teeth and started again with her delicate little kisses, working her way to the opposite side of his neck, where she repeated the procedure. She continued down his chest the same way. Alternating between gentle swirls of the tongue and rough kisses. Angel's entire body tensed as she worked her way down. It was oddly thrilling, this combination of rough and tender. He never really knew what to expect, since she wasn't following a rhythm or pattern. It kept him slightly on edge, and completely aroused.

Willow's hands slid down to his waist, her fingers tucking under the top of his boxers. She started to pull them down when she realized his erection was caught in the elastic waistband. She frowned, unsure of what to do. She slid her hands around to the front of his body and carefully peeled his boxers away from his throbbing penis before pushing them down. Angel raised his hips off the bed to help her remove them. She slid down to his feet and then kissed her way back up, still using a combination of nips and licks. When she again reached his groin she paused. Angel sat up to see what had made her stop and realized that she was simply staring at his arousal. He sat up and reached for her pulling her up to lie beside his body.

"You've never seen a man naked before have you?"

She shook her head, blushing slightly. His hands ran down her back, as her own hands caressed his smooth chest. Her hand crept lower each time, before she accidentally brushed against his manhood. She gasped and quickly pulled her hand away. Angel couldn't help but smile at her innocence.

"You don't have to touch it, if you don't want to," he murmured into her hair.

He felt her hand slide back down his chest and lightly brush down the length of his penis. He let out a shuddering sigh as her fingers started to slide back up to it's tip.

"It's so soft," she whispered in awe.

Angel chuckled. "What were you expecting?"

She gripped him lightly in her hand. "It's so firm, but the skin is just as smooth as a baby's. I just thought it would be rougher." She lightly touched it with her fingertips, unsure of just what to do. "Angel? How do I... I mean, what exactly am I ...."

She felt his hand on top of hers as he showed her the answer to the question she couldn't bring herself to ask. He tightened his hand around hers so they had a firm grip on his manhood. He slid their hands slowly down to the base, before returning in a long, slow, stroke to the tip. He continued the motion several times before his hand fell away from hers and she continued to stroke him as she had been taught. Her grip was slightly more gentle than what he was used to, her touch more delicate, but each stroke filled him with a rush of arousal. Willow shifted slightly beside him and he heard her call his name softly.

"Angel?" she asked tentatively.

"Yes," he replied in a husky murmur.

"Can I...use my mouth?"

Willow felt his erection leap in her palm and she looked at him wide eyed.

"It moved! Like a little jump. Why did it do that?" the curiosity was obvious in her voice.

Angel smiled as he felt his face flush slightly. "It's just what you said, about using your mouth. It excited me and sent a surge of arousal through me," he grinned sheepishly. "My body just responded."

"Oh. So it's something you'd like for me to do?"

"Very much so."

Willow smiled and slid down his body. She still had him in her hand and suddenly realized just how large he was. <What if I don't do this right?> "Angel, you do realize I don't quite know what to do here, right?" she fought to keep the nervousness out of her voice, but she didn't think she succeeded.

"Willow everything you've done so far has been wonderful. You don't have to try anything you're uncomfortable with, just do whatever you want to do. But no teeth," he added this last little bit of information in quickly. "Your way of nipping in between kisses is fabulous over the rest of my body, but this is one area where it would hurt beyond.....Ohhh" His words were cut off as he felt Willow's tongue slowly, wetly run up the length of his staff before tracing a circle around the head. She continued to lick slow circles around the head before removing her tongue and placing a kiss directly on the tip. She was rewarded with both a groan and another jump from his penis. She still held him lightly and her hand stroked down one side while her lips ran down the other, leaving a trail of saliva and kisses from tip to base. Her hand continued to stroke up and down the way he had shown her while her lips traveled lower. She licked down the little seam that ran down the center of his scrotum and placed a kiss on the underside of his penis, right where it met his scrotum.

Angel's eyes shut tightly as he groaned. Willow continued exploring him with her tongue and he felt her travel back up his staff. When she reached the tip she placed another open mouthed kiss on it. Angel's hand clutched the bed sheets. Something about the way she touched him excited him beyond all belief. He wasn't sure if it was her innocence that aroused him or the fact that he didn't know quite what to expect from her. Just then he felt the head of his erection inside her hot, wet mouth. He moaned out loud, arching towards her.

<I guess that was something he liked> Willow thought as she smiled to the best of her ability with his erection in her mouth. She slid her lips up and then back down. As she pulled her mouth back, she curled her tongue around him and sucked. Angel gasped and thrust his hips up at her ever so slightly. She repeated the motion a few more times, before she felt Angel's hands on her shoulders, pulling her away. He rolled on top of her and kissed her passionately.

"If you want to enjoy what comes next, we have to stop that," his fingers came up to run lightly across her lips. "Your mouth is just too talented."

Willow smiled as he began to kiss her again. He slid down to rain kisses over her neck and she felt his bare skin sliding against hers. She moaned as he found a sensitive spot on her neck and sucked hard, nipping her the same way she had him. She arched up into him, pressing her breasts firmly into his chest. He continued lower and gave her right nipple the same rough suckle and nip. Willow cried out loud and pulled his head up to hers, where she kissed him fiercely. He rocked against her and she felt his erection push into her thighs. She gasped, a wave of pleasure crashing over her as her body tensed. Angel felt her tense and pulled away, supporting his weight on his forearms.

"We can still stop if you want to Willow. It wouldn't be easy, but it can be done."

Willow shook her head, surprised that he had even suggested stopping. She may be nervous, but she was definitely aroused. If what came next was even half as good as the rest of this had been, it was worth it.

"I don't want to stop. I'm just nervous. In case you haven't been told before, you're very well endowed," Willow's face was completely serious.

Angel couldn't help but laugh. "And you have so many people to compare to," he teased.

She swatted at him, hitting his shoulder. His jibe had the desired effect however, because the fearful look on Willow's face had been replaced by a smile. He leaned in and kissed her gently to apologize for his taunt. He continued to kiss her lips gently as his hand slid back up her thigh. His skilled fingers began to stroke the length of her, before he gently teased her clitoris. Willow writhed beneath him, clutching his shoulders as his thumb rubbed little circles around her clit. She gasped as she felt one finger slide into her body and begin to move slowly in and out. His lips left hers to kiss down her chest and he began to suckle at her breasts again. She felt him insert a second finger and she nearly arched off the bed in pleasure. His hands and mouth quickly bringing her towards another climax. Then suddenly his lips left her breasts and the movement of his hands stopped, although his fingers didn't leave her body. She opened eyes that she didn't realized she had clenched shut and looked into his.

"Willow, I want you so badly. I just don't want to hurt you."

She knew exactly what he was talking about, but she was a virgin. There was no way around the initial pain of penetration. "Is it going to hurt a lot?" she asked timidly.

"Hopefully not a lot. You're rather excited, which should make it easier, but it is gonna hurt. There is a way that can make it hurt a little less. Do you trust me?"

Willow nodded emphatically. "With all that I am."

He kissed her gently and then flipped their bodies over so she was on top of him. "Put your legs on either side of my hips." Willow brought her legs up beside him and realized with a shock that his fingers were still inside of her. She felt his knees against her buttocks as he brought them up behind her. He then pushed her up slightly so she was leaning on her forearms. She felt his fingers slide out of her to be replaced with the tip of his penis, which he positioned at her entrance, pushing just slightly so that he wouldn't slip. "Ready?" she closed her eyes and gave a slight nod. She felt the tip of him push inside of her and she braced herself for the pain that was sure to follow. Nothing happened. She waited for several seconds, before opening her eyes and looking down at Angel who was motionless beneath her.

"Angel?" she wiggled a little and felt him slip inside her another fraction of an inch. She gasped slightly at the sensation.

"It's not going to hurt me, Willow. Go at your own pace. The further you push back, the further I'll go in. Take your time and stop when ever it hurts."

She leaned down to kiss him, tears forming in her eyes at the tenderness of the jesture. She kissed him slowly and gently. As she lifted herself back up slightly, she felt him slide into her. She gasped as she pushed back down onto him. She stopped after about an inch and rocked slowly forward, pulling him out before pushing back to take him deeper. She continued with her slow, deliberate movements for a bit until he was half way inside of her. She thrust back again and she felt it. A short stabbing pain. Nothing too intense but enough to make her body tense slightly. She felt Angel's hands running down her back, soothing her. She tried another backwards thrust and felt another little pain, which caused her to pull away. She realized that she had reached her hymen and knew that there was no way around the pain. She bit gently into her bottom lip and thrust hard onto Angel. She felt him thrust up into her simultaneously and both cried out.

Angel's eyes were closed tightly and his hands latched onto the bed sheets. He could still smell the blood that had been shed when her hymen tore and he was fighting for control with the demon inside him. He forced his eyes open and saw the pained expression on Willow's face. It was like a bucket of ice water for his demon and he quickly regained control. He realized that they were fully joined as he looked down to see her amber curls combine with his dark ones. He ran his hands slowly down her body, rubbing gently at the small of her back. He felt the tension easing from her body and her lips delicately touching his neck.

Angel rocked against her and Willow felt the pain subside and be replaced with pleasure as he moved slowly inside her. Her eyes flew open and locked with his.

"Does it still hurt?" he kissed the hollow of her throat as he asked.

"No. Do that again," her voice was tinged with awe.

He looked up at her for a second before realizing what she meant. "You mean this?" He withdrew and slowly slid back inside her. Her eyes fluttered shut as she moaned. "You like that?" Even with her eyes shut she could tell he was smiling.


"Then lift up on your legs a little."

She did and felt him slid slowly out of her. He guided her motion with his hands on her hips. He lifted her until he was just barely inside her before pulling her hips back down on his. Willow bit down on her lower lip as their hips met and she soon began her own rhythm. She was lying on top of him, their chests rubbing against one another as she moved. She felt his hands clasp onto her hips as he began to move her in a slightly different manner. She felt her clit come in contact with his body with each downward thrust. Willow moaned aloud, her fingers digging into his shoulders as she began thrusting down harder against him. Angel's hands were fondling down her back as his lips caressed her throat. Willow felt as though her body were on fire, a fire that started in her loins and spread throughout her body. A light sheen of perspiration covered her body, her hair sticking to her sweat coated face and neck.

Angel's kisses had gotten rougher and his body was thrusting up to meet hers. He could feel the tension starting in her body and knew she was rapidly approaching her climax. He flipped the two of them over so he was thrusting into her. His thrusts had gotten hard and fast, and Willow clung to him, her body rocking with his thrusts. He felt her climax begin and he thrust into her fiercely lifting her hips up off of the bed, causing her to scream as her muscles clenched tightly around him. Angel buried his face into the pillow beside her. The last thing she heard was his muffled screams before it was too much for her and she was enveloped in darkness.

Willow awoke to Angel softly stroking her face. She leaned her face into his hand and opened her eyes to see him leaning over her, smiling. "Are you ok? You blacked out for a second there."

"Wow," she said as she sighed contentedly and stretched.

Angel chuckled as he ran his fingertips down the side of her face and along the curve of her neck. "I take it you enjoyed yourself?"

"Like nothing I've ever experienced before. I thought my body was going to explode with sensation."

"So that would be a yes."

Willow hit him playfully, before throwing her arms around his neck and kissing him again. They laid in each other's arms, kissing and caressing each other lightly, playfully.

"Angel?" she asked quietly after a few moments. "Why did you flip us over at the end there? Not that I mind, I loved having you on top of me, but I was just wondering if I was doing something wrong or if I...." Angel stopped her words with a kiss.

"Willow everything you did was fabulous. I had to flip us over because....Things were getting rather intense and with you being a virgin..."

"You could smell the blood," she said as she realized what he was implying. She turned her head and realized that the pillow case beside her had been shredded. "Did you.....change?"

He nodded and she could see the shame begin to cloud his features. She took his face in her hands and leaned in to kiss him lightly before speaking to him softly. "Angel it's OK. So you changed, big deal. You controlled the urge to bite me even when you were losing control. That just proves to me that you could never hurt me."

"But I came so close. I could have killed you Willow..." Angel hung his head, avoiding eye contact.

"But you didn't. Angel, don't be so hard on yourself. You can't continue to torture yourself for feelings that you don't act upon. You came through and that's all that matters," she kissed him again until she felt him relax. He returned her kisses, things growing slowly more passionate between them.

Angel pulled away and smiled at her. "Willow, we really need to talk about what happened between us tonight."

"You're right. We do. Tomorrow morning," she said as she pulled his body back down on hers, kissing him for all she was worth.


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