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By BeMu

DISCLAIMER: Willow, Angel and the rest of the gang belong to Joss, Mutant Enemy and the WB. One day, in a fantasy world of mine, Joss will see something original that I created and feel the need to write a fanfic, so I see a disclaimer stating that I own everything and Joss is just borrowing it

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She had her stake, she had her holy water, and she had her cross.

None of it did a damn bit of good as Willow was attacked from behind by the man.
She struggled against her fear, trying desperately not to faint as the man ran his hands over her trembling body. Tears flowed freely down her cheeks as she fought to be released.

Thankfully, he wasn’t really hurting her. She knew what he was planning, though, and prayed that she could get away before he could do any real damage.

"Let her go."

< Angel! >

"Eh, this is none of your business, buddy, so just leave us alone…"

"I don’t think so," Angel emerged from the shadows, anger clouding his normally passive face.

"Look, man, my girl and I are just having a little argument, so just go away and let us settle it."

"Willow, you all right?" he asked, to which Willow shook her head in the affirmative.

"I’m going to give you one more chance to let her go…" Angel slipped into his game face.

Upon seeing his demonic visage, the attacker dropped Willow and ran into the night.

Willow crumpled to the ground, sobbing. The vampire immediately shifted back to his human face and kneeled on the ground in front of Willow.

"Did he hurt you?"

She shook her head no, "He just scared me… God, I felt so helpless…"

She tumbled into his arms, burying her face in the crook of his neck, crying.

"Mean, ugly, dirty, rotten, smelly, son of a bitch, jack-ass, mother-fucking, cock-sucker!" Willow suddenly cried out.

"WILLOW?!" Angel grabbed her by the shoulders, pushing her away from him.

She glanced up at him through tear-soaked lashes, "I’m just really, really mad," she explained, a touch of embarrassment crossing her face.

"I’ll say… I guess you’re entitled," He couldn’t help but chuckle.

"Don’t laugh at me… I’m distraught," she half-joked, tossing herself forward into
Angel’s arms again, relieved to be safe.

"I’m not laughing at you… I’m just glad you’re all right… and that I got here before anything really bad happened to you."

The way Angel was slowly rubbing tiny circles on her lower back was quickly making Willow forget about her attack. Without any conscious thought, she pulled her body closer to his, the speed of her breaths increasing a notch.

It felt so good holding her that Angel never thought to pull away or put any distance between them. Willow’s face was once again buried in the crook of his neck, and the sensation of her hot breath bouncing off his cool throat sent shivers through his body.
Willow didn’t understand what was happening to her. Angel was a friend, and not even a very close one at that. And now she was in the park, on the ground, and in his arms, and all she could do was wonder if his neck tasted as good as it smelled. Cautiously, she opened her mouth a little wider, barely grazing his throat with her tongue.

"Willow?!" Angel gasped, pulling back to study her face.

Tearstains and streaks of brown mascara marred her otherwise perfect face, her pale skin slightly flushed. She reached out to him, knotting her fingers in his soft, dark hair, pulling her face to his. Their lips met in a smoldering kiss. Angel wrapped one arm around her waist, cradling the back of her head with his other. With the flair of an accomplished dancer, he dipped her body, lowering her head almost to the ground as his tongue hungrily dueled with hers.

"Willow…" he groaned.

< Oh, my God… Willow! >

He pushed her away, scrambling to his feet.

"Angel?" she begged.

"I’m sorry, Willow… I’m so sorry. I didn’t mean to…"

She was completely and utterly confused. Not only was she now lying at his feet in a quivering, massive pool of angry hormones, but until two minutes ago she had never even considered the fact that he had the power to turn her into a quivering, massive pool of angry hormones.

"I don’t…" she began, before he cut her off.

"I’m sorry, Willow," he repeated, "I shouldn’t have done that. Let’s get you home."

He roughly pulled her to her feet and began trudging towards the park entrance. Willow’s feet felt as if they were cemented to the ground and fresh tears began to run down her face.

He stopped and turned back to her, "C’mon… it’s dangerous out here."

She turned and ran in the other direction.

"Willow, stop! Wait…" he took off running after her.

He caught her easily, and spun her around to face him.

"What do you think you’re doing?" he demanded.

"Trying to get away from you! That’s what you want, isn’t it?" she spat at him.

"How can you say that?"

"Gee, it’s pretty easy considering you just pushed me out of your lap and onto the ground. It’s obvious that you find me repulsive!"

"Is that what you think?"

"I’m right, aren’t I?" she was trembling from both her arousal and her fear as she waited for him to answer the question.

"No, Willow, you’re wrong. I don’t find you repulsive at all. You’re a beautiful and intelligent woman. And a good friend… and I don’t want to ruin that friendship. Willow, please, don’t be angry with me. I don’t know what came over me back there, but you… and me… together like that… just isn’t right."

"Why isn’t it?" she pouted.

"Because it isn’t. Willow, we both got caught up in the moment back there. You don’t want me. You’ve got Oz…"

"And you’ve got Buffy…"

"I don’t know about that," he mumbled, absently kicking at pebbles with the toe of his boots.


"Nothing… It’s dangerous out here, Willow. C’mon…" he gently took her arm and pulled her towards her house.

Several days had passed since her attack, and Willow couldn’t get the kiss that she shared with Angel out of her mind.

She had only seen him once since then, at the library. She had been playing net-girl as they held a research party. Her computer screen served as a good diversion, as she was completely unable to meet his eyes. For his part, he stayed on the far side of the room, doing his best to ignore her, also.

The following night she went to the Bronze to watch Oz and his Dingoes. Sitting at the table with Xander and Buffy, she barely noticed Angel creep up beside her. She first noticed Buffy’s eyes light up, and Xander’s smile turn into a grimace then she realized that Angel had joined them. She sat silently for a moment as he pulled up a chair beside her.

"Buffy… Xander…" he nodded at them before turning to Willow, "Hello, Willow…"

She leapt from the table, "Um, guys, I have a… a test Monday that I really need to go study for. I’ll see you later."

"What was that about?" Xander asked.

"I don’t know," Buffy answered, "she’s been acting really wiggy for a couple of days now."

When they turned their attentions to Angel, he was already gone.

He caught up with Willow just outside the door of the Bronze.

"Willow, we really need to talk."

"I can’t, Angel. I just wanna go home."

"Not until we talk," he led her down the street.

"Where are we going?" she asked.

"My place."


"I want to talk to you without worrying about having to stop and fight vampires in the middle of it."


Was that disappointment he heard in her voice, he wondered.

Once they reached the mansion, he led her inside. She seated herself at the far end of his massive leather couch, nervously twiddling her fingers in her lap. Angel sat in the rocking chair directly across from her and leaned back. Willow concentrated on the creak of the rocker on the hardwood floor as Angel slowly rocked back and forth studying Willow.

"Well?" she asked.

"Well?" he asked.

"You’re the one that insisted we talk, so talk."

"Tell me why you’re so mad at me?"

"You’re kidding, right?"

"Willow, I don’t understand this. Help me."

"Mr. Angsty, Broody, Loner Boy is instructing me on how to open up?"

"You saved me, Willow. I’m not willing to give up your friendship."

"Angel, I’m not mad at you… I’m mad at me. Every since we kissed, I haven’t been able to stop thinking about you."

"Me, either," Angel confessed.


"It was a pretty powerful kiss, Willow."

"So what now?" she asked after a long pause.

"You don’t… have… you don’t have feelings for me, do you?"

Willow turned a deep shade of crimson, and tried to sink lower into the cushions.

"Willow? Answer me," he instructed.

"That’s not fair, Angel. You can’t just ask me something like that. If I say no, you’re obviously gonna know that I’m lying, and if I say yes, you’re gonna laugh me right out of your house."

"I wouldn’t laugh at you, Willow. I would try to…"

"Try to what? Make it stop? You know better than anyone that we can’t control our feelings."

"Before that kiss the other night, had you ever thought about me that way?"

"No," she answered honestly, "I mean, I had noticed you, sure, but noticed in that he’s-my-best-friend’s-gorgeous-untouchable-soul mate kinda way."

"I noticed you, Willow."


Angel moved from the rocking chair to the couch to sit beside her.

"I noticed you on Halloween…"

"That wasn’t me… remember? Come-as-you-aren’t night?" she said nervously.

"That was you, Willow. Strong and beautiful. I saw you that night, saw what that idiot Xander couldn’t see to save his life. Of course, that’s about the same time Oz noticed you, too. You’re quite the woman, Willow. I don’t understand why you can’t see it."


"Xander was blind, Willow. He couldn’t see what was right in front of his face. And you loved him so much that you began to think that his love was the only important thing on earth, that his opinion was the only one that mattered. I understand that he finally saw the light, though, right?"

"Yeah, I guess…" her voice trailed off.

"Willow, are you a virgin?"


"Are you a virgin?"

Releasing a deep breath that she didn’t know she had been holding, she spoke, "No… Oz and I… a few times…"

"This is wrong, Willow."

"You’re confusing me, Angel… this conversation is jumping all over the place."

"You know it’s wrong, and I know it’s wrong, but, honestly, right now I don’t give a damn."

"Give a damn about what?"

"I want you to stay here with me tonight. I want to take you to my bed and make love to you… all night long."

Angel was stealthily moving closer to her on the couch.

"Angel?" Willow sputtered hesitantly.

"God, Willow, I’m sorry," he said, backing away.

"Did I say no?" she asked.


"Then quit assuming you know what I’m thinking."

"You’ll stay then?"

"Do you really want me to, Angel? I mean, I’m just Willow."

"You’re not just anything… You’re incredible. And, yes, I want you to stay the night. Let me show you just how incredible I think you are."

Angel reached out and grabbed her wrists, pulling her onto his lap.

"Oh, God, Angel…" she moaned.

His crushed his lips against hers, tracing the outline of her lips with his tongue. She opened her mouth at his silent plea and allowed him inside, pressing her tongue urgently against his. He wrapped his arms around her back, ripping her shirttails out of her jeans before caressing her velvety soft skin with his fingers.

Her sex began to throb with an unfamiliar ache. Oz had never brought forth such feelings in her.

Angel stopped and grasped her waist in his hands, lifting her up before setting her back down so that she was straddling him. She splayed her hands on his chest for support before falling back into his kiss. Greedily, Angel pushed her back, pulling her shirt over her head before doing the same with his, and pulling her lips back to his. His hands stroked her bare arms, sending goosebumps across her skin. Her mouth moved from his, drifting to his ears, nuzzling and nipping a wet trail down his throat.

Angel grabbed her breasts through her white lace bra, a little rougher than he intended to. He was rewarded by Willow grinding her mound against his hardness, throwing her head back in an ethereal moan. He pinched her nipples between his fingers, rolling the hard little nubs between his thumbs and index fingers.

She thrust against him again, feeling his hardness between her legs through their jeans, raking her nails down his chest to his stomach, leaving deep, red welts in their wake. Angel rested his hands on her thighs, watching her actions.

Willow slowly began unsnapping the buttons on his jeans, pulling them open. She massaged his hardness through the white cotton of his briefs, eliciting a tortured moan from Angel. She lifted herself up slightly as Angel sank further down onto the couch. She lowered herself, grinding her sex against the cotton.

She held onto his shoulders, her lace-covered breasts delicately dangling over his mouth. With his tongue, he urged her closer, closing his lips over her nipple, nipping and sucking through the fabric. Slipping his fingers under the straps, he pulled them down, freeing her breasts, allowing him to taste flesh. He moved from one side to the other, tormenting her with his talented tongue.

She moved against him, faster than before. A fire was building within her, growing each time her body came in contact with Angel.

"Angel," she cried out, begging him, but for what she did not know.

He knew she was close. He could feel her moisture through her pants as she rubbed against his hard cock.

"Take off your pants, Willow," he growled through his clenched teeth.

She continued to thrust against him, too lost in her own pleasure to think coherently.

"Now," he instructed, "Take them off."

The dark timbre of his voice brought her back to reality and she leapt off the couch, hurriedly kicking off her shoes and socks before ripping her jeans and underpants off, kicking them to the side.

While she was undressing, Angel shoved his own jeans down around his ankles, toeing his boots off. Willow bent down, pulling his jeans free and tossed them away before straddling him again. Her wetness brushed against his engorged penis as she kissed him hungrily, needily in a way she never thought she could. Angel grabbed her hips in his strong hands, stilling her. He guided himself to her hot, wet entrance and pulled her hips down onto his shaft.

Willow keened, a deep, guttural moan escaping her lips as her body adjusted to Angel’s enormous erection. She had no desire to take things slow, and thrust down hard against him. Angel met her every thrust, feeling himself careening on the edge of his orgasm. One of his hands slipped between their bodies and pinched Willow’s clitoris, twisting the sensitive, swollen flesh between his fingers.

The unfamiliar tightening in her stomach released itself through her entire body as she experienced the most incredible orgasm of her short sex life. Angel drew out her orgasm, continuing to thrust into her body, gently rubbing her sex until he knew she couldn’t take anymore.

Exhausted, she flopped against his body, only to be lifted by his strong arms and tossed onto her back on the couch. Angel quickly kneeled between her legs and entered her once more, pounding her small body into the leather couch until he came, crying out her name as he flooded her with his cold sperm.

He collapsed on top of her, relishing in her panting underneath him. She wrapped her arms around his neck, cradling him against her breasts.

"I can’t move, Angel," she gasped.

"Am I too heavy?" he started to fall to the side, only to be stopped when she tensed her arms.

"No… I like it… I mean that I don’t think my legs would hold me right now if I tried to

"Willow, you were incredible… did Oz teach you that?"

"It… it’s never been like that with Oz… we’ve never done it that way before…"

"You were perfect," he told her, planting a small, wet kiss on the underside of her breast.

They stayed on the couch together for a while, dozing. Willow’s body started to stiffen underneath his and she finally began to squirm away. Angel stood from the couch, and scooped her into his arms, carrying her to the bedroom.

He pulled the sheets back and covered her pale body with the black satin. He sat next to her, leaning over to kiss her forehead, brushing her hair out of her face. She looked up at him with emerald green eyes filled with happiness and acceptance.

"Where are you going, Angel?"

"I… I need to feed," he confessed, tracing the outline of her jaw with his finger.

"Will you be gone long?" she asked, nervous about being left alone in the big house.

"I’m only going as far as the kitchen. I’ll be back in just a few minutes."

He returned several minutes later, his hunger sated. He climbed under the satin sheets, propping himself on one elbow to watch Willow.

She mimicked his actions, staring back. He drifted forward, placing a tender kiss on her lips. Willow scooted closer to him, inches from his body.

"Willow, I don’t pretend to know what’s happening between us, but I am enjoying it."

"I don’t know, either, Angel. I just know that no one has ever made me feel this way before, and I don’t want it to stop."

"Do you love Oz?"

"Do you love Buffy?" she countered.

"I guess that was an unfair question, huh?"

"I do love him… and you do love Buffy… but this… this is something that I need, and I don’t want to let go of it."

"Then we won’t…"

He rolled over on top of her, half covering her body with his. She felt his semi-erect cock pressing against her leg and a surge of lust shot through her body.

He nibbled and sucked his way down her body, pausing to taste every inch of flesh that he could. He softly nipped the hard peaks of her breasts, licking his way down the valley that separated them. He swirled his tongue around her navel leaving a trail of wet kisses in his wake.

Lowering himself between her legs, he cupped her buttocks in his hands, lifting her to his hungry mouth. Willow wrapped her legs around his shoulders, holding him tightly. His tongue parted her inner folds, feeling her heat and tasting her wetness. He plundered her dark canal before gently taking her swollen clitoris between his teeth. Willow bucked her hips against his face as his cold tongue touched her sensitive core, roughly lapping against her burning flesh.

Willow was trying to hold back, wanting to stay her release until Angel was inside of her.

He released his grip on her buttocks, lowering her gently back onto the bed. He quickly thrust two fingers deep inside her, cupping her sex. Willow fought to control her senses.

"Let go, Willow," he instructed, "Don’t hold back."

Her eyes shut tight as she threw her head back against the pillow, her hands grasping at the sheets.

"Come for me, Willow… I want you to come," he continued his intense torture, thrusting his fingers harder into her body, his thumb pressing against her clitoris.
She writhed on the bed, trying to sit up, but Angel easily pushed her back down with his free hand, his tongue quickly replacing his thumb.

Willow came, crying out his name, drenching his face and hand. He licked her clean and began kissing his way back up her body.

He planted a cool kiss on her lips, whispering in the dark.

"Thank you," he told her.

"Me? For what?" she gulped.

"For giving me that incredible gift. I don’t know that I’ve ever had a woman give herself to me so completely like you just did…"


"No, never… I don’t really want to talk about my sex life with Buffy with you, but I can assure you it was never like this."

Angel flexed the muscles in his buttocks, pressing his erection against her thigh. Willow took his face in her hands, kissing him deeply and urged him to lie on top of her. She spread her legs for him, granting him entrance. He climbed over her, his knees resting on the bed as he held his weight on his arms.

He rubbed the head of his cock against her slit, wanting her to want him. In response, she pushed herself lower on the bed, forcing him to enter her. She grabbed his wrists, which were supporting his weight, and pushed them out from underneath him, causing him to fall on top of her. She hugged his body tightly against hers, rocking her hips against his, finding a slow rhythm for them to settle into. He showered her face and neck with wet kisses, murmuring erotic Gaelic phrases in her ear. Crushing her breasts in his hands, he rubbed his thumbs over her sensitive peaks, pleasuring her as she was pleasuring him.

He pace quickened as his need grew. The closeness of their bodies allowed Willow the rare luxury of rubbing against his pelvic bone, bringing forth her shattering climax. Tears formed in her eyes as her body gave out under the stress of her third powerful orgasm of the night.

Angel felt her inner muscles clench tightly around his shaft and brought his lips down on hers, crying out against her open mouth as he came, filling her depths with his seed.
Angel brought his hand to her face, feeling her tears as they rolled down her cheeks.

"Willow?" he asked, concern filling his husky voice, "Did I hurt you?"

"No," she whimpered, "It’s just… I’m just… I can’t…"

She buried her face in his shoulder, sobbing.

Confused, Angel gathered her in his arms, holding her tightly, rocking them back and forth on the bed until her tears began to subside.

"Willow, please tell me what’s wrong," he pleaded.

"Nothing," she hiccuped, "Nothing is wrong, Angel… everything is perfect. It… it was just so intense… I’m sorry, I didn’t mean to scare you. I just… I’ve never felt anything like that before."

Angel released a pent-up sigh, relieved that he hadn’t hurt her in some way.

"You’re amazing," he whispered, cradling her in his arms until she fell asleep.

Willow awoke just before sunrise, and pulled herself out of the bed. Even though her parents were out of town, she needed to get home, to spend some time alone trying to figure out what was going on between herself and her best friend’s boyfriend.
In the living room, she retrieved her clothes and put them back on. She was sitting on the couch tying her shoes when Angel’s strong hands fell upon her shoulders.

"I’m sorry… I didn’t mean to wake you up."

He leaned over the back of the couch, kissing the back of her neck, "You don’t have to leave, you know…"

"Yes, I do… I need to try and figure some stuff out."

She stood from the couch and he walked her to the door.

Taking her in his arms, he pulled her into a crushing hug, "We’ll figure this out, Willow.
You and me. You’re not in this thing alone."

"I know, Angel. But I just need to think…"

He nodded his head, "I’m here, Willow. No matter what for, friendship or more, I’m here. Ok?"

His answer was her kiss. The passion behind it took him by surprise as she rolled her tongue against his, tangling her fingers in his hair.

"I don’t know that I can ever go back to just friendship," she sighed against his lips before slipping out the door into the first rays of the early morning sunlight.

The end.



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