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“Yeah, well, I guess the timing was wrong.  I was trying to make it up to him for kissing Xander.”

“Do you wish that he hadn’t stopped it?”

“No, I don’t think so.  I’m glad you were my first.”

“Do you regret the way we did it?”

“Angel, it was incredible.  I could never regret that.”

“I just want to make sure that you don’t let me do anything to you that you don’t want me to.  This isn’t about forcing you to do something… this is about showing you that it’s all right to do anything that you want.”

“Thank you, Angel…”

“No, Willow, thank you.  I’m enjoying every minute of this.  You’re beautiful.  You know that, right?”

Willow blushed a furious shade of crimson,  “I’m not beautiful.”

“Are you kidding?  You’re incredible… you should see the look on your face when you come.  I’ve never seen anything as beautiful in my two centuries,”  he stroked her arms, continuing to kiss her shoulder.

Willow unconsciously pushed her body back into his, into his kisses and caresses.  Angel shifted his arms, his hands coming to rest cupping her tender breasts.  Willow jerked in response as his skillful fingers kneaded her firm nipples, her head lolling to the side to allow him better access to her neck.

Suckling and nibbling, Angel relished the taste of Willow’s bare skin.  It had been so long for him, so long since he had allowed himself any sort of pleasure.  The feel of her soft warm body pressing against his, her fingers burrowing into the cold skin of his thighs as she lost herself in the erotic dance of his tongue on her skin, her buttocks crushing against his erection, almost made Angel forget his mission.  He longed to simply ravish her, to do nothing other make love to Willow until neither of them could move.

“That’s enough, Willow,”  he broke the silence, effectively shattering the romantic ambience that they had both been swept into,  “Time to go to the bedroom now.”

As Willow threw the blanket aside and stood from the couch, Angel reached out and gently smacked her still reddened bottom,  “That’s my girl.”

Angel saw her wince when he swatted her.  Maybe it wasn’t time for that next lesson just yet.  Motioning her on towards the bedroom, he detoured into the bathroom.  Walking over to the window, he snapped off a piece of the plant that was sitting on the sill and went to the bedroom.  Willow was lying on the bed waiting for him. Her eye’s widened a little when she saw what was in his hand.

“What are you planning on doing with that, exactly?”

“Roll on to your stomach, Willow.  I’ll show you.”

She hesitated for the briefest moment and then did as she was told.  Angel got on to the bed, straddling her legs.  He split the plant open and took the gooey substance from inside it, smearing it on her sore cheeks.  Gently, he began to massage the soothing aloe into her skin.

“Mmm.  That feels nice.  Is it aloe?”

“Yes.  Be quiet and let me finish.”

Willow did as she was told.  After he’d finished rubbing in the aloe, he moved to her shoulders and back, firmly massaging her tired muscles.  Angel could feel the tension seeping from her body.  He continued, moving to her arms, legs and feet.  The feel of her soft, supple flesh was giving him an erection, but he was in no hurry to end the rub down.   Leaning over, he placed a kiss on the small of her back.  No reaction, not even a tightening of her muscles.

“Willow?”  Angel questioned.

Getting no response, he moved off her and lay down beside her.  She was asleep.  Grinning, Angel got up from the bed.  He’d let her sleep, but she was going to get quite a wake up call.  He covered the red head and went to get the things he needed.


Willow woke with a start.  Someone or something was sucking on her big toe.  Looking around, she realized that she was still in Angel’s bed.  She tried to sit up, but found that her hands were bound to the bed in leather restraints.  They allowed for a little movement, but she wasn’t going anywhere.  She brought her eyes to the end of the bed where Angel was kneeling, nibbling on her toes. He smiled up at her, a wicked glint in his eyes.

“Good morning, sleeping beauty.”

“Good morning…morning?  What time is it?”  Her voice was a little panicked.

“About six-thirty.  You were tired.  I’ve let you sleep, but we need to begin again now.”

Angel crawled up on the bed and over her body, covering her.  Willow could feel his erection pressing into her belly, and was incredibly turned on.  Unfortunately, she knew that she needed to go home and get ready for school.

“Angel, we can’t do this now!  I need to go home.  I have to be at school in less than two hours!”

Angel’s face hovered over her own and then he sighed.  He reached over to the side of the bed and Willow was sure he was going to unfasten her bonds.  Instead, he pulled a phone up off the floor, setting it on the edge of the bed.

“You’re not going to school today.  I think you’re in need of some tutoring.”

He punched in a number and placed the receiver to her ear.  Willow stared at him as the library answering machine picked up and she heard Giles recorded message.

“I can’t…”

“You can, and you will.”

Willow stared at him as she heard the beep sound off on the other end.  The tone of  Angel’s voice had let her know that he wasn’t about to let her go.

“Um, Giles…this is Willow.  I…I won’t be in school today.  I have to research…for a paper.  Tell everyone I’ll see them tonight.  Bye.”

Angel gave her a satisfied smile, replaced the receiver and put in on the floor again.

“See, that wasn’t so hard to do.  Now we have all day.”

He brought his lips to hers, sucking gently on her lower lip.  Willow sighed and returned the kiss.  She’d never skipped school before, but this was the way to do it.

Abruptly, Angel sat up and moved to sit at her side.

“So, let’s begin, shall we?”

Willow watched in horror as Angel’s face changed from the handsome man that she saw him as to that of a demon.  Oh, no!  This could not be happening!  She scrambled away from him as far as her restraints would allow, shouting in a loud voice.

“Platypus!  Platypus!”

Angel chuckled, but hearing the fear in her voice, he changed back to his human visage.

“Did that scare you?”

“Yes!  You…you’re not him are you? I didn’t make you…”

"No, you didn’t make me lose my soul, Willow.  I just need the fangs for the next lesson, okay?”

“Oh, okay.  You aren’t going to bite my neck are you?”  Her voice was meek, but there was a hint of desire in her voice.

“No, not that.  It’s too…intimate.  Not that what we’re doing isn’t, but that’s not something that I think is appropriate for this relationship.”


“I’m going to change now.  Don’t be afraid, I won’t hurt you anymore than absolutely necessary.”

Willow watched as his face morphed again.  It wasn’t as frightening this time, and she looked at him with fascination.  Even as a demon there was something sexy about him.  Dark… dangerous, but definitely erotic. She relaxed back into a comfortable position on the bed.

Angel was pleased.  She trusted him completely.  He moved to her thigh, raking his teeth across her, raising red marks on her skin.  Willow shivered at the sensation.  He moved to her other leg, repeating the action.  Another shiver accompanied by a small moan this time.

Willow looked down at him as he moved between her legs, bringing his face to her core.  She could feel the ridges of his forehead butting up against her clitoris and involuntarily tried to move her hands to clutch at his head, but her bonds prevented it.  A little sound of protest escaped her, but she lay back down, waiting for his next move.

Angel took in the scent of her.  Her juices were already starting to flow.  Part of him wanted to thrust into her, to join with her immediately.  That would defeat the point of the restraints though.  He wanted her screaming for him to take her before he allowed her release.  Silently, he turned his head, sinking his fangs into the warmth of her thigh and gently suckling.  At the same time, he brushed her clitoris ever so lightly with his thumb.  He was rewarded with a guttural moan from Willow and the sweet taste of her blood in his mouth.

Reluctant to release his stinging hold on Willow, he was concerned that he’d frighten her if he took too much blood.  Retracting his fangs only slightly, he gently kissed his way back up her body, hovering over her heaving breasts.  Taking one taut nipple in his mouth, he gently grazed her with his fangs.  Glancing up, he looked into Willow’s lust-filled green eyes, watching them widen as he moved from her nipple to the soft, tender underside of her breast.  He softly pricked the skin with his fangs, not sinking in too deeply, just enough to cause her to arch into his mouth.

He slid one hand between her legs, grasping her core.  He traced her wet slit with one finger, avoiding her sensitive clitoris.  He plunged two fingers inside her heat, thrusting his fingers upwards.

As abruptly as he started, he stopped.  Willow, in her frustration, growled at him as he pulled away from her.  He chuckled, still wearing his game face, and Willow pulled against her bonds, trying to get at him.

Willow hurriedly crossed her legs, rubbing them together in desperate hopes of creating enough friction to give her the release that she needed.

Angel grabbed her ankles and forced her legs apart.  Slipping back into his human face, he softly tsked at Willow.

“Want to come, Willow?  Is that what you’re trying to do?  You really think I’m going to allow you to make yourself come?”

“Bastard,”  Willow hissed at him.

Angel slid his hands upwards along the inside of her calves and thighs, then pried her lips open with his thumbs,  “So wet.”

His human veneer disappeared, his true face taking over again.  He swooped between her legs, dragging his tongue roughly across her sex, but barely grazing her exposed clit.

He sat back on his heels with a laugh, reaching out with one of his hands to roughly pinch one of her nipples.

Again, she twisted in her bonds,  “Oh, God, Angel!  Please!”  she begged.

“I like it when you beg, Willow.  It makes me hard.”

He reached down and took his cock in his hand, pumping himself until he reached full erection.  Willow watched him, longing to reach out and touch him, to make him come the way she had their first night together.

“I’m not going to let you come yet… but I might let you make me.”

Angel moved across her body, straddling her shoulders.  He pressed forward and Willow eagerly accepted his cock between her lips.  Without the use of her hands, she was at his mercy.

He thrust forward, forcing her mouth to widen.  She gagged slightly, pulling her head back, but Angel caught her head between his hands.

“Relax, Willow,”  he tilted her had back, opening her throat open a bit more.  He moved slowly, allowing Willow time to adjust with each millimeter of his length.  He felt her resistance again as her body fought against her desire to please him.  Steadying the back of her head with one hand, he softly massaged her throat with the other, pushing himself further in as Willow began to relax her throat muscles.

“Breath through your nose,”  he instructed.

Willow was a fast study.  She wanted nothing more than to please Angel, and it wasn’t long before she was taking his full length down her throat.   Angel slowly pulled out, before equally slowly forcing his way back in.

“Very good, Willow.  You know what to do now.”

And she did.  As Angel began thrusting, his pace increasing as Willow relaxed, she pulled at his cock with her mouth, sucking his hardness with all her worth.  It didn’t take Angel long to reach his climax as he felt his sac tighten.  Ceasing his thrusts, he filled Willow’s mouth with his cold seed.  Once again, his redhead surprised him by continuing to milk him with her mouth, swallowing everything he had to offer her.

He sank down on his heels, most of the weight resting on Willow’s stomach.  He leaned forward, capturing her lips in a brutal kiss.  He ended the kiss, his forehead resting against hers, a feral smile crossing his demon face.

“Let me come, Angel.  Please,”  she begged, bucking her hips upward in a show of her need.

“It’s daytime, Willow.  My turn to sleep.”

“You wouldn’t.”

“Wouldn’t I?”  he teased.

Angel rolled off of her, curling against her breathless body, his head resting on her shoulder.

“Angel?  Don’t do this… please,”  she was quivering with desire.

Reaching across her body with one arm, his hand came to rest just underneath her breast, his thumb casually caressing her hard nipple.

“Angel?  Don’t you dare go to sleep.  Please, Angel… please.  I’ll do anything you want… just don’t leave me like this.”

It hadn’t even registered with her that he still hadn’t changed back to his human face until she felt his fangs rake across her shoulder, leaving a small red welt behind.

“Oh… Oh, God, Angel…”  Willow moaned.

He readjusted his body so that he was kneeling between her legs again.  He slid his hands underneath her buttocks and lifted her hips off the bed.  As soon as she felt his tongue slide between her lips, she wrapped her legs tightly around his head in an attempt to force contact.

In response, he sharply nipped at the soft skin of her innermost thigh, just missing her swollen labia.  The suddenness of his move sent waves of pleasure crashing through her body and she relaxed her legs slightly.  Angel’s refocused his attention on her core, plunging his tongue deep inside her heat, his fangs softly grazing against her wetness.

Willow tugged at her bonds, longing to run her fingers through his dark locks, yearning to be able to try to guide Angel to where she needed him most.

Her teacher needed no guidance.  Angel knew exactly what she needed, and would give her everything in due time.  His cock began to harden again as he tasted her nectar and listened to her keening and mewling.  His fingers dug into her hips and he held her tightly, keeping her writhing to a minimum.

Somehow, instinctively, Angel seemed to know when she would cross the threshold between this being a game and this being something cruel.  Willow was nearly incoherent, pleading with him to give her release.  Letting himself slide back to his human face so as not to hurt her, he clamped down on her clit, rolling her swollen nub between his teeth before sucking deeply.  Willow screamed as her orgasm ripped through her body, a sharp spasm rupturing deep within her womb.  Angel lapped at the fluid her body released, the taste mingling with the blood on her thighs from his small bites.  His own head began to swim, the intoxicating taste of his eager pupil filling him with a drunken lust that needed it’s own release.

He lowered her hips back onto the bed and plunged his cock deep inside her body, not allowing her even a moment to come down from her thunderous orgasm.  Holding her inner thighs in his hands, he held her spread wide, savagely thrusting against her still-quivering body.  Roughly, he dragged his thumb across her clit, unleashing a new wave of thrashing from his student.  Tormenting her, he drove her quickly towards another orgasm, feeling her walls clench around his shaft.

With a shout of her name, he flooded her tight channel just as she fell over the edge into her second orgasm.  Her cries echoed through the halls of the mansion as she released herself completely to Angel, holding back nothing as she joined with him.

Angel collapsed on top of Willow, completely spent, burying his face in the crook of her shoulder.

After a few moments filled with sighs and breathless panting, Willow was finally able to find her voice again.


“Hmm?”  he mumbled.

“Are we finished?”

He chuckled,  “For now.”

“Could you let me go, then?”

Angel had completely forgotten that her arms were still stretched out, bound by the leather straps.  Quickly sitting up, he released the straps and Willow’s numb arms dropped onto the bed.

“Sore?”  he asked.

“Hurts,”  she moaned.

He leaned against the headboard and pulled Willow back into his arms.  Starting with her shoulders, he massaged her arms working all the way down to her fingers.  Willow flexed her fingers as Angel examined her bruised wrists.

“You’ll have to wear long sleeves tomorrow.”

“I figured that.”

“I’m sorry… I didn’t mean to leave so many marks.  I-I’m just not used to being with someone that doesn’t heal quickly.”


“Actually, no… I was thinking more of other vampires.”


“For one.  When I was Angelus, I had many vampire lovers.”


“Do your arms feel better?”

“Yeah… I’ve got the feeling back, at least.”

“Did you enjoy being tied up, or was it horrible for you?”

“Did I sound like I hated it?”

“The difference between screams of pleasure and screams of pain are hard to discern sometimes.”

“I didn’t say ‘platypus’, did I?”

“Well, actually…”

“Okay, but that doesn’t count.”

“So, it wasn’t bad, then?”  he nuzzled against her sweat-dampened hair, lightly kissing her earlobe.

“No, it wasn’t.  I love everything you do to me, Angel, and everything you make me feel.  What’s next?”

“Insatiable,”  he murmured against her ear, tickling her with the breath he used to form words,  “First off, I have to keep you on your toes, so I can’t tell you what I have planned next.  Secondly, I think we’re finished with our lessons for the day.  You’ve got to be starving, as am I, and we could both use a shower.  If you want to stay for a while, I can make you some breakfast, or you can leave if you want to.  You might be sick of me for now.”

“I-I don’t really want to go home,”  she answered hesitantly, not sure if Angel really wanted her hanging around the mansion.

“Good… you can spend the day here with me.  It’s not often that I have someone around that I can talk to.”

“What about Buffy?”

“We don’t talk much.”

“Oh,”  she said, understanding what he was referring to.

“Being with Buffy, Willow, is usually very frustrating for both of us.  We get ourselves all worked up, but then there’s a point that we know we can’t go past, so we end up forcing ourselves to stop, and it’s hard.  After something like that happens, it’s hard to stop and have a conversation.  It’s nice to be able to get my… fulfillment… and then be able to talk afterwards.”


“I love her, Willow.  But there are huge parts of me that I can’t share with her.  Maybe, with whatever this thing is that we’re doing, I can share some of that with you.”

Willow grasped one of his hands, holding it to her mouth.  She gently kissed his knuckles, caressing his palm,  “We’re friends, Angel.  You can share anything with me.”

Angel wrapped his arms around her shoulders, pulling her back into a tight hug,  “I’m going to go have my breakfast and make an omelet for you.  Why don’t you go take a shower?”

“Ok,”  she rose from the bed, followed by Angel.

He opened a drawer on his massive dresser and pulled out a silk pajama top and handed it to her,  “I only wear the bottoms.”

She slid it over her head as he pulled on the bottoms.  She turned to walk towards the bathroom when Angel grabbed her arm and spun her back into him, crushing his lips against hers, his tongue snaking between her lips.

He released her quickly, leaving her light-headed as he left the bedroom.

“Oh, and Willow?”  he called out from the doorway.

“Yeah?”  she asked, still dazed by his passionate kiss.

“You deep-throat magnificently.”

The End.