A low savage moan filled the sultry Sunnydale night.

Spike glanced up, smiling at the redheaded goddess underneath him. "Pet," he said, running his tongue over her cloth covered nipple, "if you don't stop moaning, Slayer and Xander will come out here and check on you."

Willow was lying on the lounge chair, her arms above her head. She brought her hand to her face, glancing at her watch. "Spike, I've been out here forty-five minutes already, I don't think they are coming out."

"Perhaps they've already come out and went back in." Spike grinned, remembering the shocked look on Buffy's face when the Slayer peeked out the French doors and saw the blonde vampire running his tongue over her best friend's neck.

"No more Buffy talk," Willow murmured. "This is Willow time."

Spike licked the lace-covered nipple, then bit it. She whimpered under his attentions. "Spike," she keened. He ran his tongue over the bud, enjoying the feel of the lace on his tongue.

Her bra and panties matched. They were a hunter green lace number. It was quite striking on her. Her pale skin shone in the moonlight, her red hair was Spike's fire. He pulled away from her, resting his weight on his elbows. He ran his gaze over her features, licking his lips at the thought of touching and tasting her. She was a Goddess. "Pet," he said softly.

Her green eyes opened slowly. They were filled with lust and want. "Yea?"

"Are you sure about this?"

"Spike, I've never been more sure about anything my whole life. I want you."

Spike leaned down, brushing his lips against hers. His lips danced across her cheek to her ear. He ran his tongue along the lobe, then sucked it in his mouth. He flicked his tongue against it, teasing her. He slipped his arms under her body, gripping her shoulders.

His movements caused her body to arch up against him. She allowed her head to drop back, exposing her neck to him. He ran his tongue along her lengthy neck. "Pet," he murmured, "I want you. I want to taste you, I want to drink your nectar."

She opened her eyes. "Do you think that you can bite me without the pain?"

He smirked at her. "I wasn't talking about your blood, luv."

She looked at him, confused. "What were you talking about?"

He chuckled. "I will show you exactly what I was talking about, Red." He traveled down her body, kissing every inch of her skin that he could. He grabbed a pillow and put it on the concrete. He kneeled on it, pulling her towards him. He gently pushed her thighs apart and leaned forward, running his nose along the cotton crotch of her lace panties. He inhaled. "Such an intoxicating smell, pet."

Willow threw her head back and gripped the arms of the chair. "Oh, goddess, Spike, are you really going to. . ."

The smell of her arousal was intensified at the thought. But he could smell an underlining scent of fear. "Red?" he murmured, looking up at her. He rested his chin on her pelvis. "What are you scared of?"

"I've never. . ."

Spike cocked an eyebrow in surprise. "You've never had a head between your legs, Red?"

"N. . .no. . .he wasn't. . .really into that. . ."

"Bloody fool. This is my favorite part," he said, kissing her cloth-covered cunt. "Don't be scared, I'm not going to hurt you."

"Promise?" she asked softly.

"Red," he said, smiling, his eyes showing the love he felt for her. "Even if I could, I wouldn't."

She smiled. "Ok. I just still don't think it will be as good as everyone says it is. Buff - er, friends have raved about it, saying that. . .having uh. . .well, being oral was just the best feeling in the world, but I just don't see it. . ."

"We will fix that perception, pet." Spike sat back, easing the lace panties off of Willow's body. He placed his hand on her abdomen, to hold her down for when she started to buck. It was inevitable. He was quite confident in his skills.

The smell of her arousal and her fear was making him dizzy. "Bloody hell, pet, I've never smelled anything as sweet as you." He ran his fingers through her dripping curls, smiling. "I see you are ready for me, luv. . ." He leaned forward, running his tongue along the lips, teasing her.

She quivered underneath him. "Spike," she whispered, resting her hands on the back of his head.

"Red," he murmured, "grab the hair as tight as you need to, if you feel the urge."

"Ok," she said softly, not quite understanding why she would need to. . . Her mind stopped as his tongue brushed against her clit. "Oh. . ." All of her thoughts flew out of her head the instant his tongue slid between the lips. "Oh, goddess. . ."

He slowly started pushing his tongue in and out. He was still holding her down, as her body started to tremor. He pulled out, running his tongue along the cleft of her sex, drinking her juices.

"Spike, please. . ."

She was thrashing now, gripping his hair and pushing his face into her cunt. He'd added two fingers, pumping into her at a maddeningly fast rate. He licked one last time. He captured her clit in his mouth and bit down gently on it.

Willow's scream echoed through her backyard and the surrounding area. She arched her back off the chair, crying out for him.

"Spike!" she howled.

Spike milked her orgasm, until she collapsed bonelessly on the chair. He crawled up beside her, pulling her body to his. "Rest, pet."

"B. . .But, Spike. . .you have your. . ."

"Shh. . .that took a lot out of you, pet."

"That was the most amazing orgasm I've ever had," she whispered.

"Wait till I shag you," he grinned. "But rest now." His hand traveled down to his hard cock, stroking it softly. "Sleep," he murmured into her hair. "When you wake up, we will play more."

"But the sun. . ."

"I'll move us inside later," he mumbled, kissing her neck. "I promise."

She reached behind her, unlatching her bra. She wiggled out of it, then closed her eyes. "Night, lover," she said softly. "Thank you. . ."

He held her closely, willing his erection to go away. He wanted the witch to be well prepared and completely awake for the first time he sunk into her.