Angel was outside Willow's house on her balcony watching her.  She was talking on the net .  Suddenly she burst out laughing.  Angel wondered what she found so funny.  Angel decided he should go.  He didn't feel comfortable being a voyeur.  After all, he only wanted to make sure that she had arrived home safely from the library.  As he turned to leave, he heard a rustling noise from the bushes to his right.

Angel acted like he didn't hear anything.  Casually, he jumped down from his perch and started to walk away.  He circled around to see what had made the noise.  Sneaking up on the unsuspecting person, he saw who it was and attacked.

"Spike!  What are you doing here?"  demanded Angel.

"Peaches, I could ask you the same thing."  smirked Spike.

"Willow is my friend and I watch over her to protect her from people like you."  said Angel.

"Yeah, well, I just find her very attractive.  I watch her more then you know.  I just happened to get caught tonight."  said Spike.

"What are you planning Spike?"  said Angel as he approached in a threatening manner.

"Nothing at this point and why should I tell you?"  asked Spike.

"Because if you don't, I will stake you here and now, that's why."  stated Angel.

"Calm down Peaches, I don't want to hurt her, just protect her."  said Spike.

"Spike, leave now and I will pretend that I never saw you here and you can live another day."  said Angel.

"I'm going, but this is not over.   Not by along shot."  said Spike.

Angel watched him walk away.  He was very concerned about Spike's infatuation with his Willow.   When did I start to think of Willow as mine wondered Angel.  He had Buffy after all.  Buffy was everything he wanted, wasn't she?  Soon his mind drifted back to Willow.  She is beautiful, kind, compassionate, loving, smart, trusting, and his only friend.  She looked past the demon to see the man.  He wondered why all of these thoughts and feelings were happening to him now.  True, his relationship with Buffy was going no where fast, but she was still his in every way.
 

The next night Willow was walking home again from the library.  She wasn't to worried.  True, she never felt comfortable being out after dark, but she was prepared.  She had her stake, cross, and holy water.  Willow was lost in her thoughts and not really paying attention to her surroundings.  She realized too late what a mistake it had been.  Spike stepped out of the shadows to block her path.  Willow didn't even know he was there until she walked into him.

"Umph."  said Willow.

Willow looked up her green eyes going wide.

"Spike. Whhaat dooo you want?"  said Willow trying to get a hold of her quivering voice.

"Only you, Red."  Said Spike.

He was stalking her and she was too frightened to even react.  Spike was slowly causing her to back up further into the shadows of the darkness.  She backed right into a tree.  When she could go no further Spike sped up and blocked her in with his arms.  Willow started to panic again.  She was caught in between the tree and Spike.  She realized she need to keep her wits about her or she was dead, if she wasn't already.

Spike slowly brought his hand up to caress her pale cheeks.  She didn't know what to do.  She just stared into his beautiful blue eyes.  Eyes that were turning a shade of amber.  Spike didn't want to scare her, but he was getting excited being this close to her.  She smelled of vanilla and strawberries.  Her scent was intoxicating.  Her fear was arousing him.  Slowly he lowered his head.  Willow pulled her head back as far as the tree would allow.  Spike just followed.  His lips touched hers and she gasped out in shock.  Spike took advantage of this and thrust his tongue in between her parted lips.  Slowly he stroked the warmth of her mouth with his cold tongue.

Willow hadn't expected this.  Definitely not this.  It was erotic and thrilling to her.  She had always thought that Spike was hot looking.  Granted Angel was better looking, but Angel wasn't here.  Spike was increasing the depth of the kiss.  She couldn't help but respond to him.  He was a great kisser.  Not that she had too many kisses to compare it to.  He made her feel something she had never felt before.  Slowly she brought her arms up from her sides, caressing his chest as she brought her arms up around his neck.   Spike pulled her closer to his body.  He trailed his hands down her back to her butt.  Swiftly he pulled her slender hips into his groin.  Willow abruptly pulled back when she felt his erection pressing hard into her stomach.

Spike figured she had  enough for tonight and pulled away from her.  Willow took the opportunity and ran.  She ran all the way home non-stop.  She knew he was following her, but he didn't try to stop her.

When Willow reached the safety of her room she went to the balcony and looked out the door windows.  He was still there.  Standing under the street light, staring up at her.  Slowly he turned away and disappeared in the darkness.

Willow had a hard time falling asleep that night.  When she did fall asleep, she dreamed of Spike and Angel, together with her.  She woke up the next morning feeling like she had never slept.  She decided to skip school that day and called Giles to tell him she was not feeling well and wouldn't be in today.

Willow thought about getting some more much needed sleep, but decided she needed to talk to someone.  So she went to Angel's.  She felt a little weird about going to him after the dream she had last night, but she had them before about him.

Willow walked up to Angel's door and knocked.  Angel heard the knocking and wondered who could be at his door at this hour of the day.  He slept in the nude so he quickly grabbed a pair of pants and went to see who it was.

"Willow, what's wrong?  Buffy...?"  Asked Angel in a concerned voice.

"No everyone is ok.  I, I just needed to talk to someone about something that has happened."  said Willow in a hesitant voice.

Angel was getting concerned.  He knew Spike had been watching her and last night he hadn't followed her home.  Buffy had decided she wanted to get in a fight.  By the time they were done, he had enough time to swing by Willow's house to see her tucked safely in bed.

"What happened Willow?"  asked Angel.

"Can I come in?"  asked Willow.

"God, I'm sorry.  Yes, come in.  Here have a seat.  Can I get you something to drink?"  asked Angel.

"No I just need to have some information from you and I'm not sure how to ask you."  said Willow.

Willow brought her eyes up and noticed for the first time how Angel was dressed.  Her eyes started at his feet and slowly traveled up his muscular legs.  Her eyes stopped at the button on his pants that wasn't buttoned.  She hesitated there for a few seconds which felt like minutes.  She continued her journey up to his well defined stomach to his rock hard pecks and stopping at his magnificantly chiselled face.  Angel caught her eyes and smiled.

"Do you like what you see Willow?"  Angel asked in a teasing voice.

Willow felt her face flushing to a bright pink.

"What if I told you I do?"  asked Willow.

Whoa, where did that come from wondered WIllow and Angel.  Angel stared at her in surprise.  Then his grin grew even wider until it was a full blown smile.  Willow just smiled back at him.  Angel thought about going to get a shirt, but the demon wanted to play a little.  Angel let him.   He walked over to the couch and sat down beside Willow.  Not to close, but not to far away either.

"So what did you want to talk about?"  asked Angel.

"What's it like to make love or have sex with a vampire?"  asked Willow shyly.

At her words Angel felt his penis spring to life.  Angel looked up sharply at her.  This was not a question he ever thought he would hear from her luscious lips.  Angel cleared his throat several times.  He was trying to think of how to answer her question.  Willow jumped up from the couch and started for the door.

"Forget it Angel.  I'm sorry.  I didn't mean to make you uncomfortable.  I shouldn't of asked that of you.  I'll just go now.  Thank you.  Sorry for waking you up."  babbled Willow.

Angel was still letting his demon out to play a little bit.  When she spring up from the couch, Angel did to.  He caught her at the door before she could open it up.

"Where are you going Willow?"  purred Angel in a seductive voice.

Angel pulled her into his body.  Willow brought her hands up to Angel's chest.  Angel trembled when he felt her warm hands on his body.  Willow stared up at him in shock and wonder.  Again, she never thought she would be in this position.  This was dreams coming true for her.  Yet she knew this was no dream.  It was real.

Angel lowered his head and kissed her full, red lips.  He moaned when they touched.  He realized he had been wanting to kiss her for a long time.  Willow hands were caressing his chest.  Angel pulled her closer to his body and deepened the kiss.  Willow was in heaven.  Angel left her lips to give her time to breathe.  He trailed his lips down to her neck.  Willow moaned as Angel gently suckled on her pulse point.  He slide his hands down her back to her ass.  He pulled her in closer and then lifted her into his arms.  She wrapped her legs around his waist as he walked back to the couch.  He laid her down on the couch and then lowered himself so he was half lying on her.

"Why don't I show you how a vampire makes love?"  whispered Angel in her ear.

Willow stared at him with her green eyes.

"A-Angelus?"  she questioned him.

"No Angel, Willow.  My soul is permanent."  smiled Angel.

Angel lowered his head again and kissed her softly, barely touching her lips.  Willow was beside herself.  She wanted this, but she felt it was wrong.  Angel deepened the kiss and she couldn't remember what she had been thinking about.  Her arms crept up around his shoulders.  Her fingers was playing with the hair at his neck.  Willow was so lost in the kiss that she didn't even notice him unbuttoning her shirt.  After her shirt was undone Angel ran his tongue down her neck to the top of her black lacy bra.  Angel felt himself harden even more when he seen her bra.  He never would've guessed that about her.  The clasp was in the front.  Angel used his teeth to undo it.  When her pert breast were unveiled to his eyes, Willow moaned.  Angel brought his eyes up to hers.

"Will you let me give you some pleasure?  We can stop at anytime you say."  said Angel.

Willow couldn't speak.  She was so aroused she couldn't even form a sentence let a lone a word, so she nodded her head.  That was the best she could do.  Angel placed a soft, moist, open kiss between her breast.  He cupped one breast in his hand and gave it a soft squeeze.  At the same time he kissed his way over to the other breast.  Willow was surprised when he sucked hard on her nipple.  He had been so gentle up until then, but she found that it wasn't an unpleasant sensation.  She could feel herself starting to drip.

After Angel had paid homage to both breast he kissed his way down to her navel.  There he swirled his tongue around and inside.  Willow was panting by know.  She wanted to touch him, but wasn't sure how.

"Can I touch you?"  she whispered hoarsely.

Angel didn't answer her.  He just sat up and pulled her onto his lap, facing him.  Willow ran her hands up and down his chest.  She stopped and played with his nipples with her fingers.  Lowering her head down she brought a nipple to her mouth and laved it with her tongue.  Angel groaned and brought his hands to her slender hips and pulled her forward, grinding her down on his throbbing erection.  Angel moaned at the fire she was causing to flow through his veins.  He didn't know how much longer he could go without taking her to his bed.  Willow brought her head up and into his neck.  There she was nuzzling his jugular.  Angel threw his head back to give her better access.  Angel just about came unglued when she bite.  Not to hard, but hard enough to cause a reaction.

"Willow we have to stop or soon I won't be able to."  said Angel hoarsely.

"Your right.  I'm not ready for this yet with you."  said Willow.

Angel pulled away from her, but didn't let her go from his arms or his lap.  Willow didn't mind.  She was very comfortable.  Once their breathing calmed down to normal, he tilted her chin up and looked her in the eyes.

"Why did you want to know how vampires make love?"  asked Angel.

Willow face flushed again.  She then hesitantly told him about her encounter with Spike.

"How did he make you feel Willow?"  asked Angel.

He was curious about her reaction to Spike.  He wondered if she had responded to Spike as she did with him.  After all, he knew what type of lover Spike could be.  Thinking about Spike had Angel getting hard all over again.

"He excited me and at the same time he scared me.  He made forget he was a vampire.  He kissed me so sweetly.  He didn't do anything that was threatening.  I, I wanted more Angel.  Am I sick?  He is a vampire, with no soul!"  said Willow.

"I won't tell you what to do because you are a big girl and this will have to be your choice in the end.  I will tell you what you can expect though.  Vampires will have sex with male or female.  It doesn't matter.  They will share with others, sometimes at the same time.  Most times vampires will feed while having sex.  We like to play.  Sometimes we will graze our fangs across the skin enough to draw blood during foreplay.  Sometimes we are rough and hard.  Other times we can be gentle and loving."  said Angel.

He had a far off look in his eyes.  Willow wondered what he was thinking about.

"What are you thinking about?"  she asked.

Angel looked down at and decided to share his thoughts with her.  He told her about his years with Spike and the love they shared.  Willow just stared at him in awe.

"You love him still, don't you?"  she asked.

Angel didn't say anything for a moment and then replied to her.

"Yes, I miss him in my life."  he said.

Angel and Willow talked for hours.  They discovered a lot about each other that day.  Angel pulled her into his arms and gave her a sweet kiss when she left.

"Willow, I don't know what is happening between us, but I don't want this to end.  I would like to explore this further."  he said.

"I do to Angel.  I don't know what I feel yet, but I don't want it to end either."
 

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