Someone once said, "Love is a game with which we occupy ourselves." And I am one of the biggest losers of the game. First, the whole Oz thing: the Xander fluke, the mega-slut Veruca and the whole abandonment issue. I cherish the time that I spent Oz, but I have to admit that the relationship turned out to be one giant mess. Second, Tara. You spend a half a year trying to get someone to be true to themselves and more assertive and what does she do? 'Asserts' herself by running off with some woman to Hawaii to get married, that's what.

Fuck, running seems to be a common theme doesn't it? I scare 'em off on a regular basis.

Twirling my straw around in my glass, I stared into the chaotic depths of the drink. Buffy had made me go to the Bronze with the gang, insisting that it would be just like old times before her mom's illness, Glory and my sucky love life. I have to admit that she was right; it was exactly like old times. I stayed at the table while Buffy, Riley, Anya and Xander went off to dance; the only difference was that it used to be Angel and Cordelia instead of Riley and Anya.

I sighed. Unfortunately, nothing can ever be like it used to be. We've all changed too much; we've matured. Xander has started to come into his own, started to take some responsibility. He's even found something that he likes doing (construction work), has his own place and is making a serious commitment with Anya. I'm really proud of him sometimes. Buffy, on the other hand, has finally come to accept her status as the slayer and is embracing all of her new found powers. She's even allowing herself to have a life instead of constantly searching for the 'normal' life that she'll never had. Me? Well, I've become jaded; no more optimism for me. Sure, most of the time I try to be cheerful for the rest of the group, but that's no longer who I am. I hide a lot of myself from my friends. It's not that they wouldn't accept me -they probably would with a lot of adjustment and time- it's just that I feel more comfortable that way.

Pulling my gaze away from the glass, I swept the room with my eyes for the millionth time that night; I like to people watch. Nobody caught my interest at first, but something soon caught my attention. Like a beacon, Spike's platinum blonde hair stood out in the dim light of the club. Sitting at the bar, he casually sipped a drink and smoked; anyone who was not paying attention would not have noticed anything unusual about him. But I did. He could not take his eyes off of someone.

Buffy, I realized, after following his line of vision; of course, they all want Buffy. I laughed softly to myself. How ironic that Spike, or if you prefer, William the Bloody, the killer of two slayers has fallen for a third. Nah, instead of irony, I'll go for poetic justice.

Buffy will never have anything to do with him.

And knowing that is my downfall. I feel sorry for him because I've been there. I was in love with Xander for how many years? More than I care to count. And did he ever notice me? Not particularly. Oh well... Spike's problems are exactly that. His.

I tried to ignore Spike and his pathetic longings, but again and again, I found myself looking his way. Damn! Why do I always have to be the compassionate one? Abandoning my position at the table, I weaved my way through the mass of writhing bodies and took up the seat beside him at the bar. "A cherry coke, please," I ordered when the bartender inquired.

At the sound of my voice, Spike glanced in my direction. "What do you want?"

I laughed bitterly. "That's a loaded question. Definitely one I'm not prepared to answer."

Sighing heavily, he swore, "Bloody hell, pet. What are you doing here then?"

"It's a Friday night and this is Sunnydale," I mused teasingly. "There is no where else to go. Besides, Buffy made me come."

Shooting me a glare, he said, "You know what I meant."

Picking up the glass that was set before me, I turned and looked at him. "You know she'll never return your feelings. She can't. You're a killer in her mind and will never, ever be anything but an enemy." I took a swallow of my soda. "I don't really even think that she is in love with Riley. Loves him, yes; in love with him, no."

He opened his mouth, but I held up my hand. "No, don't say anything. I've seen you watching her. You want her; you can't help it. There's just something inside of her that calls her to you. Her power, her strength, her beauty. The very reason you should lust for her blood makes you want to possess her."

He turned and stared at me. "How very insightful of you, red."

"I watch," I shrugged. "I study people...try to find out what makes each one tick."

"And that's what makes it easy to hide your true self, your fire, from everyone?"

My eyes widened, but I merely shrugged in response.

"You aren't the only one who watches." Picking up his drink from the bar and draining it, he slid off of his stool. "Let's get out of here, luv."

Spike held out his hand in invitation. While staring at it for a few seconds, I debated my options. Goddess only knew where he might take me, but anywhere had to have been better than there. Throwing caution to the wind, I entwined my fingers with his and followed him out of the Bronze.

*****

"Where are we going?" I asked as Spike drove out of town. My hand tightly held on to the hand rest as he sped down the road; one thing he definitely could not do is drive.

"For an adventure," Spike replied looking over at me.

"Keep your eyes on the road," I commanded, panicking slightly at how much more erratic his driving became while distracted. "An adventure? How come I don't like the sound of that?"

He sighed. "Don't worry so much, luv. I don't fancy having the Slayer stick a stake through my heart for harming a hair on the top of her little friend's head, if you know what I mean. She's more stake first, ask questions later than rational. I don't have a death wish."

"Where are we going?" I repeated. He didn't answer. "You're not going to tell me, are you?" I sighed. Slouching and squirming, I sunk lower into my seat trying to find a comfortable position. Somehow I had the feeling I was in for a long ride.

*****

A gentle shaking woke me up. Blinking my eyes, I sat up and stretched. "Where are we?" I asked yawning softly.

Spike grabbed my hand and helped me out of the car. "Welcome to the City of Angels."

"LA?!" I glanced down at my watch. "We were only on the road for an hour. There's no way we're in LA."

"Guess you forgot who was driving then, red," he replied, smirking.

"Please tell me you didn't kill anybody," I said sarcastically as I smoothed the wrinkles from my skirt.

"Not bloody likely with this chip in me head, now is it, pet?"

"I'm sure you'd find a way to kill someone if you really wanted to."

He snickered but didn't say anything.

I turned around and inspected the building he had parked in front of. It appeared to be a nondescript, abandoned, brick warehouse, but I could hear the faint sound coming from inside. "Where are we?"

"You'll see."

Grabbing my hand, he pulled me toward the door. I remained silent as he knocked on the large metal door three times. A slot slid open in the door, and I squirmed as red, beady eyes raked over us.

"Species?" a gruff voice demanded.

"Vampire," Spike said and then tilted his head toward me. "Witch."

The door unlocked with a loud click and opened to reveal a large, green demon. "Rule number one: no killing others," the demon ordered. "Rule number two: no rules besides rule number one. Break the rules and answer go me."

"Got it, mate," Spike said, slapping the demon on the arm. "Come along, pet."

As he led me over to an empty table, I tried to absorb everything. The club was large and had a second floor balcony which looked down onto the dance floor. A large bar lined the far wall and tables and booths were set up along the sides. It reminded me of a normal club...except that none of the patrons were completely human. Vampires, sprites, shape shifters, witches - all of the occupants radiated power that was somewhat supernatural. A few brushed pass us as we walked, but nothing too out of the ordinary...if you're used to living on the hellmouth, that is.

"You don't seem too surprised, pet," he commented as we sat down.

I shrugged. "I've heard about places like this...just never been to one. Kinda interesting."

He stared at me for a few moments before beginning to chuckle softly. "You're not just a mousy, little witch anymore, are you?"

I looked around the club and avoided his gaze. "We all play our parts, don't we? I'm the quite, innocent, shy nerd, and you're the big bad. Xander's the moronic clown; Buffy is the self-absorbed, pretty all american girl who just happens to be the slayer. I just play my part...we all just play our parts."

"But is that really you?"

I shrugged.

Reaching over the table, he captured my chin in his hand and forced me to look at him. I gasped softly at the contact. "Don't you want to find out?" He leaned over the small table, bringing his lips near my ear. "I know I want to."

Shuttering softly at his nearness, I opened my mouth to respond but was suddenly cut off by Spike being ripped away from me. Angel grabbed Spike by the lapels and held him off of the ground. "What the hell are you doing here?" he ground out.

Spike shoved him back and landed onto his own feet. "Well, peaches..." he started but Angel cut him off with a growl.

Sighing, I slid off of my chair and got in between them. Those two were likely to kill each other if no one intervened. "Stop it you two! Must I remind you of rule number one? I really don't think that you two are going to like to deal with the consequences if you break it."

Spike snickered as Angel's jaw dropped as he realized who I was. "What, pet, you don't think that I could take the big, green guy?"

"No, I just don't think that you'll be able to deal with me if you try to hurt one of my friends." I turned to Angel. "The same goes for you."

"Willow, what are you doing here with him?" Angel demanded, sounding much like one of my parents when they actually made the effort to care. "Don't you know what he could do to you?"

"Lick me to death?" I asked, laughing softly.

"More like drain you and leave your body in some alley to rot," Angel growled.

Spike snorted. "I wouldn't leave her to rot, mate; I'd turn her. I'm not stupid, after all."

Angel growled louder and reached out to grab Spike, but I caught his arm. "Angel, calm down." He tried to shake my hand off, but I wouldn't let him. "Spike can't hurt me. He can't bite me."

"And just how do you figure that?" he demanded, not taking his eyes off of Spike for a moment.

I sighed. "Sit down, and I'll tell you."

We stared at each other for a few minutes, but Angel realized that I had my 'resolve' face on and wasn't going to back off. Reluctantly, he pushed Spike down in the chair farthest away from my seat and sat next to him.

I looked to Spike for permission. Taking out a cigarette, he lit it and shrugged. "Surprised that the watcher hasn't told him by now."

I smiled. "I don't think that Giles is too fond of Angel. I think he only talks to Wesley or Cordelia if he has to."

Angel sighed impatiently, causing me to look at him. He seemed a bit annoyed that Spike and I knew each other so well.

"Okay, the short, short version is... Well, you do remember Buffy's new boyfriend, don't you?" He nodded. "He and some others at U Sunnydale belonged to a secret military group know as the Initiative. They captured demons and did experiments on them. One of their little tests was to insert computer chips into vampires' brains to make them experience paralyzing pain when they try to hurt humans. Spike is the only one that we know of that escaped the Initiative."

Angel looked at Spike questionably.

"Yeah, that's right, peaches," Spike said sarcastically. "Your poor little childe has been neutered, reduced to drinking blood out of bags like his old man."

I snickered. "Yep, he's pretty pathetic."

"Hey!" Spike protested, throwing me a dirty look. "I resent that."

"Resemble that, you mean," Angel muttered.

"Angel!" I exclaimed, laughing. "I didn't know you had it in you."

Angel pointedly look at me with his chocolaty brown eyes. "There's a lot of things you don't know about me, Willow."

But I'd definitely like to find out, I thought, as I looked him over. Damn, he looked good...good enough to eat. "I'm sure there is."

"So what you're telling me is that this Initiative tried to kill Spike but rendering him unable to feed?"

I nodded. "Apparently they didn't think that vampires are smart enough to find other sources of blood than humans."

Angel sat there for a minute, pondering everything that we had told him; he was never one to rush into things without thinking them over...most of the time. Softly then growing louder, a growl rumbled through his chest. "Well, we'll just have to make them take the chip out," he spat out between clenched teeth.

"Aw, pops, I didn't know you cared," Spike said, grabbing Angel's arm and snuggling up close to him. However, Angel pinned him with a sharp glare, and he quickly retreated out of his sire's personal space and began to pout.

I snickered softly at the mostly silent exchange. Knowing what I do about the nature of the sire-childe relationship, it was easy to see that they were both slipping back into their natural roles. Angel as the protector; Spike as the submissive.

"Well, Angel, it's a little too late for that. The Initiative has been destroyed," I informed him.

"Yep," Spike chimed in, "it was one hell of a party."

I snorted. "Yeah, you almost got us killed."

"Hey, pet, you can't blame a bloke for trying now can you? After all the slayer is my natural enemy."

"Yeah," I agreed playfully. "Of course that was before you fell in love with her."

That caused both vampires to look at me sharply.

"Spike is in love with Buffy?" Angel asked. Spike started to protest, but Angel cut him off by clamping a rather effective hand over his mouth.

"Yep," I answered, ignoring the daggers Spike was shooting at me with his eyes. "He looks at her like a little lost puppy, but she won't have anything to do with him, of course. Probably doesn't even realize that he has feelings for her. Well, besides the 'I want to kill you' ones at least."

Angel began to laugh, shocking both Spike and me. "Spike in love with the slayer?" Giggle. "You know how I said he was pathetic before?" Chuckle. "Hell, he's more than pathetic. He's...he's...I don't know what the hell he is." Full blown laughter.

Spike ripped Angel's hand away from his mouth. "Well..." An idea lit up his face. "I've moved on. That's right, I refuse to be ignored by Slutty the Vampire Layer! The little woman doesn't deserve a vamp like me. I'm too good for her. And," He added, grinning wickedly, "Red here was just the one who enlightened me."

"Me?! I didn't say anything!" I protested.

"Excuse me, pet, but I believe that you were the one who told me that she will never return my feelings," he said innocently.

"Only because it's true!" I retorted.

Angel laid a hand on my shoulder. "Don't let him get to you. He's only trying to get you angry to distract us from his complete idiocy." He turned to Spike. "Didn't you learn anything from me?"

"Of course I did, peaches. Torturing, raping, pillaging...all of the good things in unlife," Spike answered without blinking an eye.

"I meant about falling in love with slayers," Angel ground out.

Spike shrugged.

Shaking his head, Angel drew unneeded air into his lungs and sighed. He turned to look at me. "So what are you doing here with this worthless childe of mine?"

"Running away," I told him without blinking. It was true for the most part. Why else would I go anywhere with Spike except to run away from the constraints my friends put upon me in Sunnydale? It's not like I would follow his ass just anywhere, now is it? Oh and what nice ass it is.

"Willow?" Angel asked, snapping his fingers and bringing me out of my thoughts.

"Huh?" I asked. "Oops...sorry. What did you say?"

"I asked you what you meant by running away," Angel replied.

I snorted softly and started to rant. "Come on, Angel, you know what it's like in Sunnydale. Everything revolves around Buffy. I wasn't even allowed to mope over Oz and Tara because, hell, moping might impose on Buffy's happiness. So instead of trying to fin some glue for the broken pieces of my heart, I'm stuck at the Bronze watching Buffy and Riley have horizontal sex with their clothes on. And Xander and Anya? It wouldn't surprise me if they actually do have sex out there on the dance floor. Oh and let's not forget blondie there, making a fool out of himself by falling for someone who will never ever return his feelings. Yeah, my life's generally one big ass party."

Angel looked at me like I had grown horns.

"What?!" I demanded.

"You've changed," he said slowly.

"Angel, it's been over a year and half since we've really talked to each other. In that time, I've been left twice by lovers, embraced my bisexuality and have delved farther into Wicca. Of course, I've changed!" I growled. Who did he think he is, anyway?

He held up his hands. "I didn't say that I didn't like it."

"Oh," I said, my frustration deflating.

"Too bad red doesn't show her changes when she's around the little twits," Spike commented. "I mean, just think about it luv. Slutty's eyes would bulge out of her head and roll around on the ground if she ever heard you say 'hell' or 'ass.' It's be beautiful, absolutely beautiful."

"Why, Willow?" Angel asked me. "Why aren't you yourself around your friends?"

"Oh yeah, I could just see me telling Buffy to fuck off, like I want to some days, going over really well," I said sarcastically. "I love my friends and everything, but at times they are pretty closed minded."

Reaching out, Angel ran a hand over my hair and sighed. "Anybody else feel like a drink?"

*****

Several drinks and a few body shots later, Angel, Spike and I stumbled into the lobby of the Hyperion Hotel. I wasn't completely drunk, but I definitely was tipsy. I was giggling uncontrollably from Spike's and Angel's antics and was seemingly unable to stop. Every time Angel would say something about regretting siring Spike, or Spike would say something about Angel's hair, another wave of laughter would sweep over me. Oh and flirt. I knew Spike liked to flirt, but Angel surprised me. They spent half the night trying to out do each other, making my mind wander at the *things* their words might imply.

Finally Spike turned to Angel and said, "I think she's laughing at us, mate."

I sprawled onto the nearest couch and held my stomach as I continued to laugh.

Angel studied me for a moment. "I don't know about you, *Spike,* but think that Willow is looking rather delectable, don't you think?"

"Definitely exquisite," Spike replied.

The conspiratory glance shared between sire and childe held both a promise and a challenge.

Angel moved to stand beside me. The look in his eyes immediately silenced my laughter with a small gurgle. Bolts of lust, originating from the pit of my belly, shot through me. He reached down and ran his index finger gently over my cheek. "The hair, such a magnificent shade. Eyes the sparkle with intelligence and life. A faint flush of the cheek that glows. The delicate waves of her mouth that just beg to be kissed."

I whimpered softly as he bent down and pressed his lips softly against mine. Slowly the kiss increased in intensity. Lips parted. Tongues tentatively touched and then explored demandingly. When my head began to feel fuzzy from lack of oxygen, Angel pulled back, allowing me to suck deep breaths into my lungs.

Suddenly Spike appeared next to Angel, kneeling beside the couch. Speaking in a low, husky tone that caused me to shudder, he said, "Oh but you forgot about the tantalizing curve of her neck that looks so bare without my love bites adorning it. My tongue longs to dip into the hollow of her throat. The gentle swell of breasts that will fit perfectly into my hands."

He reached down to cup them to prove his point. My thin top did nothing to shield me from his firm, confident touch; I might as well have been naked. The coolness of his hands burned my fevered flesh. Arching my chest into his hands, he smiled wickedly down at me. He knew what he was doing.

Unwilling to be outdone, Angel moved and started where his childe left off. "The feminine softness of her trim stomach. How her shirt rides up to reveal the tiny belly button that I cannot wait to kiss. The slight waist that gently flares into shapely hips."

Leaning down once again, Angel peeled back the edge of my top and tugged my skirt down an inch. With his unnatural speed, he struck my belly button, laving it with his tongue. I had never thought the indenture to be an erogenous zone before, but Angel proved me wrong.

Spike moved to the end of the couch and grabbed my legs. "Seemingly impossible for a woman of her height, her legs go on forever. The bewitching curve of her calf that leads to tiny ankles and adorable little feet that deserve to be kissed in worship to the goddess to which they belong."

Slipping off my sandals, he tossed them onto the floor and began lightly kissing my toes one by one. Squirming and laughing slightly, I tried to pull my feet away, but he held on. "Ticklish?" he murmured. "Interesting."

Angel pulled away from my stomach. "Definitely interesting," he agreed, "but frankly we cannot continue, Willow. We have no where else to go."

I looked down. "Hmmm. I can see your point." Sitting up, I quickly pulled my shirt over my head. "Does the help?" I could not contain my grin as they both nodded their heads as they took in the flesh I revealed; they hadn't even seen anything good yet. "However, this couch is kind of uncomfortable."

Without a word, Angel scooped me up in his arms and took me up the stairs, Spike following closely behind us. The hallways passed by in a blur; Angle had no intention of slowing down for anything. Suddenly, we stopped and I was deposited on a large bed - Angel's bed.

Gazing down at me for several moments, Spike stood at my left while Angel was at my right. I waited for them to make their move, but they were in no hurry as they merely looked. Sighing, I reached behind my back and undid my bra. "Is this enough to make you join me?" I asked as I pushed it off my arms. "Will this make you touch me?" I unzipped my skirt and pushed it down my legs, taking my panties with it. "Or will I have to start touching myself?" I raised my hands to my breasts and gently tugged on my nipples.

Spike was the first one to move. Slowly, he slipped off his shoes and undid the buttons on his trademark red shirt allowing it to slip to the ground. Soon, his undershirt, pants and socks joined the pile of clothing, leaving him gloriously naked.

Lust bubbled inside of me, making me act. Rolling off my back, I crawled to the side of the bed where he stood and reached out to touch him. My hands slowly traveled over his smooth, cool skin, descending from his shoulders to his stomach. I lightly scratched my nails over his belly button before moving lower to grasp his cock. It twitched underneath my fingertips, and I gripped him tighter, causing a low moan to rumble through his chest.

As I continued teasing Spike, a fully nude Angel pressed the length of his body against my back, covering me with himself. One hand reached up to cup my breasts while the other trailed a blazing path before settling against my slit. Waves of pleasure coursed through me as fingers danced along my folds and a thumb brushed against my clit. I bucked my hips toward his fingers and groaned.

Lightning fast, I found myself lying on the bed sandwiched between the two vampires. Spike captured my mouth while Angel trails nipping kisses along my spine. The blonde vampire's fingers joined his sire's between my thighs. Underneath their combined stroking, my enjoyment grew to a fevered pitch. Colors raced before my eyes, all thoughts flew from my head, my heart raced and tiny groans escaped my lips. I screamed as my climax hit me.

When I regained some of my composure, Angel whispered against my ear, "Have you ever been taken here?" His fingers brushed my asshole.

I shook my head. I had always wanted to try it, but Oz thought it was nasty and Tara...well, obviously couldn't.

Angel caught Spike's eyes over my head and his childe nodded in return. They had shared women before in the past and knew how to communicate their intents without words. Suddenly Angel's hand shot out and wrapped itself in Spike's hair. With fascination, I watching as the two vampires' mouths met in a bruising kiss. Angel was still completely dominant of his childe, at least in the act of kissing, despite all of the things that had separated them.

However, the kiss ended as soon as it started, and I was pulled onto Angel's lap, facing him. His hand on my hips, Angel controlled my movements, teasing his cock over my slit. Vaguely I heard Spike rummaging around in the night stand, but I could do nothing but whimper helplessly as Angel's blunt head brushed across my clit.

Finally Angel prodded at my entrance and slowly slid into me, making me hiss in pleasure and pain. He was huge, being longer and fuller than Oz, and stretched my channel more than it had ever been before. He moved my hips up and down on him slowly, giving me time to adjust. I didn't want to go slow, however, and began to slam hard against him. Smirking, Angel wrapped his hand around my neck and brought my lips down to meet his.

Angel's hands soon moved down to my hips and thrust me down onto him as far as he could and stilled. I tried to squirm, but he wouldn't let me as his hands moved to my ass, pulling my cheeks apart. A cool, slick finger that I knew belonged to Spike slowly entered my ass, spreading lubrication on the virgin flesh. It burned for a few seconds but was quickly replaced with pleasure. The lone finger was soon joined by another and then another, preparing me for Spike's invasion. Soon his fingers were gone, and I could feel his cock pushing up against me, demanding to be let in. With a slight twinge of pain, my muscles allowed his head to slide pass the tight ring they made at my entrance. "Relax," Angel whispered as Spike made short thrusts into me, each time going a little deeper.

I did as Angel said, giving myself into the sensations racing through me. I hardly noticed when Spike thrust all the way inside of me and when the two vampires fell into an easy rhythm. When one slid in the other slide out, but I didn't notice, merely reveling in what they were doing to my body. So full, so cool, so hard...I had never felt anything so good.

A hand slid down may body and tweaked my clit, rolling it between fingers. Writhing and screaming, this added stimulation sent me over the edge into orgasm. Spike and Angel followed closely behind me, each sinking their fangs into my neck. Their bites sent my spiraling into another screaming orgasm.

Together we collapsed onto the bed in a pile. Snuggling in between in two vampires, I curled onto Angel's chest and closing my eyes. I was lulled asleep by the gentle sensation of both vampires licking their marks on my flesh.

*****

Waking up, I looked around disoriented. My head pounded slightly, and my mouth was dry and sticky. Where was I? Somehow I couldn't remember and all I could see was male flesh no matter where I turned. The arm that was draped across my waist tightening in response to my squirming, stilling my movements.

Looking upwards, I saw Spike's and Angel's heads resting closely together. Memories rushed back to me full force and I groaned. No wonder my body felt so sore. I knew I should have felt guilty -after all, Angel was Buffy's love and Spike was our mortal enemy,- but I didn't. All I wanted to do is do it again.

I wonder if Angel has any alcohol around here, you know? But some how I have feeling that when Spike and Angel wake up, I won't need it.