by Teri Leigh

Warning: Okay, if you've made it this far, you should *know* this is an NC-17 story. STILL, it's our job to remind you, so consider yourself reminded.

Angel sat up, away from her grasping hands. He slowly pulled his shirt from his pants, throwing her a teasing look that accompanied his actions. He unbuttoned it, thrusting it open at the last moment like a Chippendale's dancer, making Willow giggle before she gasped at the sight of him. <God, he has a gorgeous body> He threw the shirt aside and fell back down on top of her.

"That's it?" she asked, a little perturbed.

He chuckled at her as he resumed kissing her collar bone, "For now. I want to finish exploring you before we become...sidetracked." His lips swooped down and latched onto her breast, causing her to cry out as she arched into him. His mouth left a trail of warm, wet kisses across her breasts before moving down her body. His hands continued to massage her breasts as his tongue swirled around her belly button a few times before thrusting into it, causing her to squirm in his arms. He was teasing her breasts so well, with light strokes and the occasional pinch, that she didn't realize how far his mouth had wandered until she felt his chin brush against her upper thighs.

She closed her eyes tightly, trying to force herself to relax. <I can't believe I'm doing this> Willow opened her thighs to him. Not much, but enough to let him know that she wanted him to continue. Angel carefully placed his hands under her hips and lifted them, bringing her legs open wider and sliding her body closer to him. With one hand, he lightly touched her outer lips, his fingers slowly running the length of them. He continued to stroke her until he felt her body relax into his touch. He then parted her flesh and ran his finger up her heated core, feeling the warmth and moisture. His finger came into contact with her clit and Willow arched towards him. He continued his methodical stroking, his lips caressing her inner thighs as he did.

Willow was so enthralled with his attentions that she failed to realize his lips were moving farther up her legs. It wasn't until they settled firmly over her clit in an open-,mouthed kiss that she regained her senses. She gasped, thrusting her hips towards Angel as his tongue began slow circles around her clitoris, occasionally punctuated with a flick of the tongue. His fingers continued to slide up and down her length while his tongue worked it's magic. Willow tried desperately to keep her body under control; to prevent the moans from passing her lips and her hips from thrusting towards his mouth. She lost all semblance of the control she was so desperately trying to maintain when he slowly slid a finger into her wanton heat. She moaned aloud and couldn't seem to stop herself from continuing to do so. His finger matched the rhythm of his tongue as it slowly plunged in and out of her body. His tempo began to increase as he heard Willow's sounds of pleasure. He then bent his finger just slightly and replaced his thrusting with a circular rubbing. Willow arched off the bed, feeling both his tongue and his finger massaging identical places on her body; one on the inside, one on the out. Slipping a second finger inside of her proved to be her undoing. Angel felt the muscles inside her body tighten around his probing fingers as Willow cried out loud. It was a combination of moan, scream, and sob. Angel's tongue and fingers continued their actions at a slower pace as her orgasm hit. He carried her through it, making it last much longer with the continued motion of his mouth and hand. He finally pulled away as he felt her climax ebb and he slowly kissed his way up her body. As he tenderly kissed her face, he noticed tears streaming from her eyes.

"Willow?" he creaked out his voice filled with concern.

She smiled at him, though her eyes shone with tears, and pulled him down to kiss her. She kissed him with a gentle passion she had never before exhibited, cradling his face in her hands. "Thank you," she whispered quietly as he wiped at her eyes.

"Why are you crying?"

She gave a short little laugh and smiled at him again, "That was...... intense. I guess my body needed release from my....release." She blushed a furious red as she said the words.

Angel chuckled at her and kissed her passionately. She responded to his kiss, wrapping her arms around his neck and tangling her hands in his hair. "You're wonderful," he told her when he finally pulled away to let her breathe.

She smiled at him. "I hate to sound like a broken record, but one of us has too many clothes on."

Angel kissed her lips lightly. He continued placing quick kisses on various parts of her face, working his way down her body. He kissed right above her belly button, before his lips left her skin as he sat up to remove those unnecessary clothes. He slowly undid his pants, his eyes never leaving hers. He had a sly, seductive grin on his face as he began his strip tease.

Willow couldn't take her eyes off of him, as he slowly revealed his sumptuous body to her. His chest was firmly muscled and completely smooth. Willow caught a glance of dark swirling hair that began just after his belly button and disappeared into his black, leather pants. Willow couldn't help but wonder how that hair would feel. Was it courser than that on his head?

Angel stood up to push his pants down his hips and step out of them. As he started to straighten back up, he felt Willow's hands running across his chest. Her lips caught his before he had a chance to balance himself and he toppled over, landing on top of her on the bed.

"Impatient?" he asked with a grin.

Willow just smirked at him and flipped him over so she was straddled across his hips. She began to rain tiny kisses all over his face, before working her way down to his neck. She continued with her gentle ministrations until her lips settled at the base of his throat, right where his shoulder and neck joined. Right over his jugular. She swirled her tongue around that spot a few times before she nipped him, her teeth pinching the skin. Angel groaned as he arched his neck towards her mouth. She removed her teeth and started again with her delicate little kisses, working her way to the opposite side of his neck, where she repeated the procedure. She continued down his chest the same way. Alternating between gentle swirls of the tongue and rough kisses. Angel's entire body tensed as she worked her way down. It was oddly thrilling, this combination of rough and tender. He never really knew what to expect, since she wasn't following a rhythm or pattern. It kept him slightly on edge, and completely aroused.

Willow's hands slid down to his waist, her fingers tucking under the top of his boxers. She started to pull them down when she realized his erection was caught in the elastic waistband. She frowned, unsure of what to do. She slid her hands around to the front of his body and carefully peeled his boxers away from his throbbing penis before pushing them down. Angel raised his hips off the bed to help her remove them. She slid down to his feet and then kissed her way back up, still using a combination of nips and licks. When she again reached his groin she paused. Angel sat up to see what had made her stop and realized that she was simply staring at his arousal. He sat up and reached for her pulling her up to lie beside his body.

"You've never seen a man naked before have you?"

She shook her head, blushing slightly. His hands ran down her back, as her own hands caressed his smooth chest. Her hand crept lower each time, before she accidentally brushed against his manhood. She gasped and quickly pulled her hand away. Angel couldn't help but smile at her innocence.

"You don't have to touch it, if you don't want to," he murmured into her hair.

He felt her hand slide back down his chest and lightly brush down the length of his penis. He let out a shuddering sigh as her fingers started to slide back up to it's tip.

"It's so soft," she whispered in awe.

Angel chuckled. "What were you expecting?"

She gripped him lightly in her hand. "It's so firm, but the skin is just as smooth as a baby's. I just thought it would be rougher." She lightly touched it with her fingertips, unsure of just what to do. "Angel? How do I... I mean, what exactly am I ...."

She felt his hand on top of hers as he showed her the answer to the question she couldn't bring herself to ask. He tightened his hand around hers so they had a firm grip on his manhood. He slid their hands slowly down to the base, before returning in a long, slow, stroke to the tip. He continued the motion several times before his hand fell away from hers and she continued to stroke him as she had been taught. Her grip was slightly more gentle than what he was used to, her touch more delicate, but each stroke filled him with a rush of arousal. Willow shifted slightly beside him and he heard her call his name softly.

"Angel?" she asked tentatively.

"Yes," he replied in a husky murmur.

"Can I...use my mouth?"

Willow felt his erection leap in her palm and she looked at him wide eyed.

"It moved! Like a little jump. Why did it do that?" the curiosity was obvious in her voice.

Angel smiled as he felt his face flush slightly. "It's just what you said, about using your mouth. It excited me and sent a surge of arousal through me," he grinned sheepishly. "My body just responded."

"Oh. So it's something you'd like for me to do?"

"Very much so."

Willow smiled and slid down his body. She still had him in her hand and suddenly realized just how large he was. <What if I don't do this right?> "Angel, you do realize I don't quite know what to do here, right?" she fought to keep the nervousness out of her voice, but she didn't think she succeeded.

"Willow everything you've done so far has been wonderful. You don't have to try anything you're uncomfortable with, just do whatever you want to do. But no teeth," he added this last little bit of information in quickly. "Your way of nipping in between kisses is fabulous over the rest of my body, but this is one area where it would hurt beyond.....Ohhh" His words were cut off as he felt Willow's tongue slowly, wetly run up the length of his staff before tracing a circle around the head. She continued to lick slow circles around the head before removing her tongue and placing a kiss directly on the tip. She was rewarded with both a groan and another jump from his penis. She still held him lightly and her hand stroked down one side while her lips ran down the other, leaving a trail of saliva and kisses from tip to base. Her hand continued to stroke up and down the way he had shown her while her lips traveled lower. She licked down the little seam that ran down the center of his scrotum and placed a kiss on the underside of his penis, right where it met his scrotum.

Angel's eyes shut tightly as he groaned. Willow continued exploring him with her tongue and he felt her travel back up his staff. When she reached the tip she placed another open mouthed kiss on it. Angel's hand clutched the bed sheets. Something about the way she touched him excited him beyond all belief. He wasn't sure if it was her innocence that aroused him or the fact that he didn't know quite what to expect from her. Just then he felt the head of his erection inside her hot, wet mouth. He moaned out loud, arching towards her.

<I guess that was something he liked> Willow thought as she smiled to the best of her ability with his erection in her mouth. She slid her lips up and then back down. As she pulled her mouth back, she curled her tongue around him and sucked. Angel gasped and thrust his hips up at her ever so slightly. She repeated the motion a few more times, before she felt Angel's hands on her shoulders, pulling her away. He rolled on top of her and kissed her passionately.

"If you want to enjoy what comes next, we have to stop that," his fingers came up to run lightly across her lips. "Your mouth is just too talented."

Willow smiled as he began to kiss her again. He slid down to rain kisses over her neck and she felt his bare skin sliding against hers. She moaned as he found a sensitive spot on her neck and sucked hard, nipping her the same way she had him. She arched up into him, pressing her breasts firmly into his chest. He continued lower and gave her right nipple the same rough suckle and nip. Willow cried out loud and pulled his head up to hers, where she kissed him fiercely. He rocked against her and she felt his erection push into her thighs. She gasped, a wave of pleasure crashing over her as her body tensed. Angel felt her tense and pulled away, supporting his weight on his forearms.

"We can still stop if you want to Willow. It wouldn't be easy, but it can be done."

Willow shook her head, surprised that he had even suggested stopping. She may be nervous, but she was definitely aroused. If what came next was even half as good as the rest of this had been, it was worth it.

"I don't want to stop. I'm just nervous. In case you haven't been told before, you're very well endowed," Willow's face was completely serious.

Angel couldn't help but laugh. "And you have so many people to compare to," he teased.

She swatted at him, hitting his shoulder. His jibe had the desired effect however, because the fearful look on Willow's face had been replaced by a smile. He leaned in and kissed her gently to apologize for his taunt. He continued to kiss her lips gently as his hand slid back up her thigh. His skilled fingers began to stroke the length of her, before he gently teased her clitoris. Willow writhed beneath him, clutching his shoulders as his thumb rubbed little circles around her clit. She gasped as she felt one finger slide into her body and begin to move slowly in and out. His lips left hers to kiss down her chest and he began to suckle at her breasts again. She felt him insert a second finger and she nearly arched off the bed in pleasure. His hands and mouth quickly bringing her towards another climax. Then suddenly his lips left her breasts and the movement of his hands stopped, although his fingers didn't leave her body. She opened eyes that she didn't realized she had clenched shut and looked into his.

"Willow, I want you so badly. I just don't want to hurt you."

She knew exactly what he was talking about, but she was a virgin. There was no way around the initial pain of penetration. "Is it going to hurt a lot?" she asked timidly.

"Hopefully not a lot. You're rather excited, which should make it easier, but it is gonna hurt. There is a way that can make it hurt a little less. Do you trust me?"

Willow nodded emphatically. "With all that I am."

He kissed her gently and then flipped their bodies over so she was on top of him. "Put your legs on either side of my hips." Willow brought her legs up beside him and realized with a shock that his fingers were still inside of her. She felt his knees against her buttocks as he brought them up behind her. He then pushed her up slightly so she was leaning on her forearms. She felt his fingers slide out of her to be replaced with the tip of his penis, which he positioned at her entrance, pushing just slightly so that he wouldn't slip. "Ready?" she closed her eyes and gave a slight nod. She felt the tip of him push inside of her and she braced herself for the pain that was sure to follow. Nothing happened. She waited for several seconds, before opening her eyes and looking down at Angel who was motionless beneath her.

"Angel?" she wiggled a little and felt him slip inside her another fraction of an inch. She gasped slightly at the sensation.

"It's not going to hurt me, Willow. Go at your own pace. The further you push back, the further I'll go in. Take your time and stop when ever it hurts."

She leaned down to kiss him, tears forming in her eyes at the tenderness of the jesture. She kissed him slowly and gently. As she lifted herself back up slightly, she felt him slide into her. She gasped as she pushed back down onto him. She stopped after about an inch and rocked slowly forward, pulling him out before pushing back to take him deeper. She continued with her slow, deliberate movements for a bit until he was half way inside of her. She thrust back again and she felt it. A short stabbing pain. Nothing too intense but enough to make her body tense slightly. She felt Angel's hands running down her back, soothing her. She tried another backwards thrust and felt another little pain, which caused her to pull away. She realized that she had reached her hymen and knew that there was no way around the pain. She bit gently into her bottom lip and thrust hard onto Angel. She felt him thrust up into her simultaneously and both cried out.

Angel's eyes were closed tightly and his hands latched onto the bed sheets. He could still smell the blood that had been shed when her hymen tore and he was fighting for control with the demon inside him. He forced his eyes open and saw the pained expression on Willow's face. It was like a bucket of ice water for his demon and he quickly regained control. He realized that they were fully joined as he looked down to see her amber curls combine with his dark ones. He ran his hands slowly down her body, rubbing gently at the small of her back. He felt the tension easing from her body and her lips delicately touching his neck.

Angel rocked against her and Willow felt the pain subside and be replaced with pleasure as he moved slowly inside her. Her eyes flew open and locked with his.

"Does it still hurt?" he kissed the hollow of her throat as he asked.

"No. Do that again," her voice was tinged with awe.

He looked up at her for a second before realizing what she meant. "You mean this?" He withdrew and slowly slid back inside her. Her eyes fluttered shut as she moaned. "You like that?" Even with her eyes shut she could tell he was smiling.

"Yes."

"Then lift up on your legs a little."

She did and felt him slid slowly out of her. He guided her motion with his hands on her hips. He lifted her until he was just barely inside her before pulling her hips back down on his. Willow bit down on her lower lip as their hips met and she soon began her own rhythm. She was lying on top of him, their chests rubbing against one another as she moved. She felt his hands clasp onto her hips as he began to move her in a slightly different manner. She felt her clit come in contact with his body with each downward thrust. Willow moaned aloud, her fingers digging into his shoulders as she began thrusting down harder against him. Angel's hands were fondling down her back as his lips caressed her throat. Willow felt as though her body were on fire, a fire that started in her loins and spread throughout her body. A light sheen of perspiration covered her body, her hair sticking to her sweat coated face and neck.

Angel's kisses had gotten rougher and his body was thrusting up to meet hers. He could feel the tension starting in her body and knew she was rapidly approaching her climax. He flipped the two of them over so he was thrusting into her. His thrusts had gotten hard and fast, and Willow clung to him, her body rocking with his thrusts. He felt her climax begin and he thrust into her fiercely lifting her hips up off of the bed, causing her to scream as her muscles clenched tightly around him. Angel buried his face into the pillow beside her. The last thing she heard was his muffled screams before it was too much for her and she was enveloped in darkness.

Willow awoke to Angel softly stroking her face. She leaned her face into his hand and opened her eyes to see him leaning over her, smiling. "Are you ok? You blacked out for a second there."

"Wow," she said as she sighed contentedly and stretched.

Angel chuckled as he ran his fingertips down the side of her face and along the curve of her neck. "I take it you enjoyed yourself?"

"Like nothing I've ever experienced before. I thought my body was going to explode with sensation."

"So that would be a yes."

Willow hit him playfully, before throwing her arms around his neck and kissing him again. They laid in each other's arms, kissing and caressing each other lightly, playfully.

"Angel?" she asked quietly after a few moments. "Why did you flip us over at the end there? Not that I mind, I loved having you on top of me, but I was just wondering if I was doing something wrong or if I...." Angel stopped her words with a kiss.

"Willow everything you did was fabulous. I had to flip us over because....Things were getting rather intense and with you being a virgin..."

"You could smell the blood," she said as she realized what he was implying. She turned her head and realized that the pillow case beside her had been shredded. "Did you.....change?"

He nodded and she could see the shame begin to cloud his features. She took his face in her hands and leaned in to kiss him lightly before speaking to him softly. "Angel it's OK. So you changed, big deal. You controlled the urge to bite me even when you were losing control. That just proves to me that you could never hurt me."

"But I came so close. I could have killed you Willow..." Angel hung his head, avoiding eye contact.

"But you didn't. Angel, don't be so hard on yourself. You can't continue to torture yourself for feelings that you don't act upon. You came through and that's all that matters," she kissed him again until she felt him relax. He returned her kisses, things growing slowly more passionate between them.

Angel pulled away and smiled at her. "Willow, we really need to talk about what happened between us tonight."

"You're right. We do. Tomorrow morning," she said as she pulled his body back down on hers, kissing him for all she was worth.

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