by Liana Key

WARNING: We're in NC-17 land again.  You know what that means, right? You got it, if you're under 18, go away.

"Oh Angel..." Willow moaned as his hand moved under her shirt. She enjoyed all the new sensations his cold hands where creating as they caressed her nipples and then came to her senses.

"Whoa!" She jumped up and moved away from him, "I think you should leave."

"Please...Willow." Angel pleaded following her. Embracing her face in his hands and kissing her lips and then her neck. Willow closed her eyes, in pleasure.

"What about Buffy?" Willow gasped as he lifted her shirt up and capture her breast with his cold wet mouth.

Angel lifted his head from her swollen breast and looked in her lustfilled eyes.

"What *about* her? What we had is gone now." He said, running his hand down her flat stomach. "You are so beautiful, Willow." Angel moved his hands to the rim of her boxers. Willow shut her eyes as he slowly removed her boxers.

He placed a sweet kiss below her belly button and her knees buckled. He picked her up and laid her on the bed. Willow's body was a riot of emotions. Confusion, distress, fear, but there was one thing that pushed that all away, need. A unfamiliar need that made her burn.

Angel took off her shirt and ran kisses and nips down her belly to her soft folds. He passed her center and kissed her along her inner thighs. Willow's back arched and she moaned.

"Please, Angel, Please!" Willow begged, not knowing what she was begging for but knowing it was just within her reach.

Angel took pity on her as her body thrashed with need. He licked and sucked her throbbing center. She came with a yell, her body arched into his mouth, her hands held his face between her legs as she experienced her first orgasm.

After, awhile Angel kissed his way back up to her now prone body to her lips as she recovered.

"Angel." She whispered breathing hard.

"Shh." he whispered, as he look deep in her passion filled eyes.

"I want y--" She began and he silenced her with a chaste kiss.

"That prize belongs to someone else." He whispered. In denying her he denied himself.

Willow nodded slightly disappointed, but she knew he was right. He was still wearing his red shirt and black leather pants which was bulging at the crotch. He was turned on by her, she thought

"Thank you, Angel" She said as she snuggled against him closing her eyes.

"No, Thank *you*." He said placing one last kiss on her forehead.

He gathered her close to him and she fell asleep. Placing her under the covers and kissing her on the cheek, Angel left Willow two hours before dawn.

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