Spike growled angrily. "Bloody hell!"

Willow glanced over at him. "I'm sorry, Spike, that you got stuck patrolling with me."

"Slutty just wants to shag her toy," he snarled. "And it's not even that I've got to work with you, it's just that I have to do this period."

"Well, Spike, you *did* betray us. You should be glad that Buffy didn't stake you."

"Sod the 'effin Slayer! She couldn't stake me if she wanted to. But that's the thing, Red, don't you see? She enjoys seeing me weak, and in pain. That's why she keeps me around. I know that you bloody humans sit around and laugh about my existence when I'm not there."

Willow looked horrified. "Spike! I most certainly do *not* make fun of you!"

"Yea, right, witch." He rolled his eyes at her.

She growled at him, making him look at her in surprise. < Chit can growl, > he thought.

"Spike, how dare you think I would find humor in your situation! Buffy, maybe, but you should know that enough people have made fun of me for being weak my whole life!" She crossed her arms and tears came to her eyes. "I would never do it to someone else. It hurts."

Spike glanced down, shoving his hands in the pocket of his duster. "I...uh...Red.." She was right, and he knew it. Willow would never find humor in his situation. And now she was on the verge of tears. < Damn. I hate it when women cry, unless of course they are crying because I'm killing them. > He reluctantly reached out, touching her arm. "Red..."

She yanked her arm around. "I don't need your sympathy, Spike. I'm a big girl. I don't even know why I care what you think I do when it concerns you and my free time. It shouldn't matter. I don't even like you, remember? That's what you always say, that I hate you like the rest of them. So since you think that's the case, I guess that's the way it is."

Spike's hopes of ever even being the witch's friend were crushed. She'd always been the nice one, making sure he was eating, that he was comfortable in the crypt...she was the only one that cared. "Red."

She turned around and walked away from him.

He glanced around, noticing that the temperature had dropped a little bit. He sniffed the air, smelling rain. "Damn it." He caught up to her and slipped off his duster, putting it around her shivering shoulders.

She glared at him, clutching it to her body, finding warmth in it. "I don't need your jacket, you know."

"I know," he said. "Storm's coming, we need to get to shelter." He glanced around. "My crypt isn't in this cemetery... Do you know another place where we can get under a roof?"

Willow looked around. "Hey, my house! My parents aren't home, so we can go there."

He grabbed her arm. "Lead the way, Pet!" he yelled over the roaring wind that had begun to ravage Sunnydale.

By the time they reached the Rosenberg residence, a freezing rain was pelting them. The previously hot quiet night had been replaced by a freezing loud storm. Willow dug through her pockets, shaking from being soaked to the bone. She fished out her key and opened the door. She glanced back at Spike. "Come in, Spike," she said, without blinking an eye.

Automatically, Spike's mind kicked into evil mode as he imagined all the things he'd sneak into Willow's house and do to her. Then he stopped, watching her shiver as she took his duster off. She ran her fingers through her soaking hair. He was captivated. He knew at that moment that he could never hurt her. He liked her too much. "Oh bloody hell!" he exclaimed, realizing that he had feelings for a human.

"What?" Willow asked, shivering.

"Nothing," he said quickly. "Red, you are going to get sick. We need to get you upstairs and…" He stopped, looking around. The lights were flickering, and he could hear a sound in the distance. He ran to the door, flinging it open. His vampire visage fell to his face as he stared into the storm trying to make sense of the sound he heard.

A chill rushed through his body when he identified the howling. At first he thought it was a train, but he knew better. He slammed the door. "Willow, do you have a basement?"

"What?" she yelled over the roar of the storm.

"Basement, Pet! Do you have a basement?"

She shivered. "I do, but I hate it down there. I always have, it's a horrible place and I..."

"We need to get down there! Now!"

"What?" Willow yelled. "Why?"

"Because!" Spike cried. "There's a tornado coming!"

*-*-*-*

Willow sniffed.

Spike glanced at her, his eyes glowing yellow. They were sitting in the basement. It was warm and dry, but dark. Willow was huddled in the corner, having shed all her clothes and covered herself in his duster. She wasn't moving at all, just crying softly. The vampire knew that she was scared; her fear was overwhelming.

"It's not that bad down here, pet," he said softly.

"It's dark and who knows what lurks down here?" she whispered softly. She sounded like a child.

"I won't let anything get you, Red."

She laughed bitterly. "I know, Spike, you want to keep me alive so when you get your bite back you can be the one to kill me."

"No, Red, that's not why. I want to keep you alive so." A loud whining drowned his voice out. The foundation felt as if it were shaking.

Willow screamed and ran to Spike, throwing herself into his open arms. He huddled close to her, covering her body with his. He knew the tornado wouldn't get them down in the basement, but she was frightened enough for him to feel he needed to protect her.

The roar was deafening. It sounded as if a freight train was thundering through the house upstairs. The foundation shook. It was over in moments, but the silence that followed was louder than the tornado itself.

Willow stayed huddled in Spike's arms for a very long time, sobbing against him. He held her, rubbing soothing circles on her back. She finally looked up at him, her face streaked with tear tracks. "I hope Buffy and Xander are ok," she said softly.

"I'm sure the Slayer and Xander are fine," Spike said, reassuring.

"Why are you doing this?"

"Doing what?"

"Taking care of me?" she asked. "It is very uncharacteristic of you."

"I took care of Dru for a century."

"You loved Dru," Willow replied.

"While it's true, I did love Dru… that doesn't mean I don't care about you, pet."

She frowned. "It goes against everything you, as an evil demon, believe in."

He shrugged. "Who ever said I followed rules, pet? I loved Dru, remember? That's not something that happens that often." He ran his fingertips along her cheek. "Want to go upstairs and see if there's any damage?"

"No," she whispered, pressing her body against his. "I want to be with you."

"I..." His eyebrow rose. "Pet...I don't know if."

"Spike," she said quietly. "It's been a long time since I've been with someone, and. of all the guys that I know, you are the only one that I want to be with. Please, Spike. We could have died...and I... I've always wondered what it would be like with you... and you never know when you are going to die on the Hellmouth. I need this, Spike. I need you."

"I would be taking advantage of you. As much as I want to, I wouldn't completely feel right taking advantage of the only person in the world who can stand me," he said softly.

She put on her resolve face. "Resolve face, Spike. We are doing this."

"Pet, I...."

Willow silenced him with a kiss. She pushed him down, tugging at his damp jeans. It didn't take long for Spike to respond to the fiery goddess' touches.

*-*-*-*

"Oh. My. God." Buffy stared at Willow's living room.

Xander blinked at the damage Willow's house sustained. Windows were busted, it looked almost as if there had been a tornado *inside* of the house. "Damn," he whistled. "Looks like the place was brutally attacked by a crazy two year old."

"Willow!" Giles raised his voice, praying against everything that she was there. He had been relieved that Buffy and Riley had taken refuge in a crypt; while Xander and Anya were already in Xander's basement. All they needed now was to find Willow and Spike.

Silence greeted the group.

"Oh, god, what if something happened to her? What if she." Xander's voice faltered, his tone quivering. The thought of losing his best friend was too much for him to bear.

"Giles, we *have* to find her!" Buffy cried, spinning to her Watcher, praying he could find her.

"Buffy, I…"

A savage scream echoed through the house. "Willow!" Buffy cried.

"It came from the basement!" Riley said. The group ran to the door of the basement.

Buffy pushed it open and they all descended the stairs. Everyone stopped, staring at the sight before them.

Willow was sitting in Spike's lap, both naked, both clearly having sex. She was grinding against him, her head thrown back. He had his fangs in her breast.

"I'm going to *kill* him!" Buffy growled.

"Oh. My. God. I think that I'm scarred for life," Xander said, watching them with wide eyes.

Giles removed his glasses and nervously cleaned them, hoping that the scene would be gone when he put his glasses back on. Unfortunately, Willow and Spike were still engaged in sex. "Uh...I think...think we should go...leave them alone."

"Giles, he's BITING her!" Buffy cried.

Spike pulled out of Willow's breast at that moment. "Pet," he said breathlessly, "god, that was..." He groaned as she slammed into him again. "Oh, god, Pet..."

"Spike." she whimpered. "Spike...please, make me cum again."

He started purring, reaching between their bodies. He twisted her clit. She exploded, clenching her body around his. "Oh, goddess, Spike...oh goddess…"

Giles herded the group out of the basement. "Leave them alone," he hissed. "Willow's alive, and seems happy."

"But…" Buffy started.

"I don't think that Spike will hurt her. He didn't drain her when he had a very good chance to," Giles said.

"Fine." Buffy stormed out.

*-*-*-*

Willow sighed happily, running her fingers through her new lover's hair. He was lying against her, licking his bites over and over. She was giggling at the sensation.

"They saw us, pet," he said softly.

"What?" Willow asked, pulling herself out of the beginnings of sleep.

"Slutty and your friends. They saw us."

Willow was quiet. Finally, she said, "Good."

"Good?"

"That way, if you and I start to do *this*," she waved her hand around the room, indicating the sex they'd just had, "then I don't have to hide it."

He nuzzled her neck. "Like the way you think, pet."

Willow ran her hand down his body to his quickly hardening dick. "I like the way you think too," she purred against him. "I think we should take care of this." She giggled.

"Thank god for bloody tornados," Spike murmured before sinking into his witch once again.

END

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