All Saint's Day by The Bear

Rating: NC-17
Disclaimer: If I owned 'em, they'd have to show it on the Ecstasy Network.
Distribution: http://www.papa-bear.com/
http://mysticmuse.net
Feedback: Feed The Bear!
Pairing: Willow/Xander

Summary: Xander gains a new perspective on things.

The last of Xander's charges had been reunited with their worried parents and Principal Snyder was running around frantically worrying about being sued. Xander's mind was whirling with the combined memories of both this night, and now all the Soldier memories as well. Saying that it was surreal to remember combat in Vietnam thirty years ago, while at the same time remembering being in grade school during the late '80s, well that was a serious understatement.

He was also confused about something else, something that young Xander was much more concerned about than old soldier Xander, but now that young Xander was in control again, it took priority. Something had happened tonight- the old soldier had seen something that the young man could not get out of his head. 'I gotta talk to someone about this before I go nuts!' he thought franticly.

As he walked out of the school, he saw Buffy and Angel whispering to each other not far away. The surge of jealousy that normally accompanied such a sight was subdued tonight by this new problem he had to work through. He noticed that Angel was taking off and Buffy was still standing there. 'Maybe Buff can help...' he thought hopefully

"Hey Xan," Buffy said when he approached. "Get all the kiddies back with their mommies and daddies?"

"Yep, all squared away," he answered. "You fully recovered from your little time-warp?" he asked as he sat down on the ledge next to where she was standing.

She nodded her head, "Yeah, no more 'Buffy the Lady-in-waiting.' Buffy the Slayer is back. How about you?"

Xander nodded his head, "Yeah. Slacker-Xander is back in charge, but I've still got all of Soldier-Xander's memories spinning in my head."

Buffy grimaced, "Well, I guess there was one good thing about being turned into a seventeenth century airhead; no unsightly mental residue."

Xander laughed at that. Sobering, he mumbled, "Um, Buffy? I need to... I gotta ask you something, if you've got a minute."

Buffy furrowed her brows, but said, "Sure. I've always got time for my best friends. Walk you home?"

Xander smiled and stood up. He offered her his arm, saying "A lady offering to walk a gentleman home, isn't that backwards?"

Xander got a little serious for a moment. "No, you are far superior to any Lady I've ever met."

Buffy blushed and ducked her head for moment. "Um, thanks," she mumbled. "Anyway... So what's with the Xan-man needing advice?"

"Yeah, well..." Xander nodded his head and then was quiet for a moment while he tried to collect his thoughts. 'How do I explain this?'

The silence was becoming uncomfortable, when Xander finally spoke. "Something happened to me tonight- and I don't mean the whole 'becoming my costume' thing. Though... In some ways I guess that might have been part of it..."

After another moment, Buffy said, "Xander, if you want my help, I really have to have some clue of what you're talking about."

Xander smiled. "Ok, it's like this, when I was a soldier and I didn't have any of my memories, I saw someone. A girl. And we were in the middle of being attacked by monsters, but, just for just a second, the only thing I could think when I saw her was how amazingly beautiful she was."

Reliving the memory, Xander's face softened into a look of wonder, followed rapidly by a wince, and then serious blushing.

Buffy's voice had a teasing knowingness to it as she said, "And after the second was up?"

Xander blushed even harder when he remembered exactly what soldier guy had thought. "Lets just say that, ok, I might think of sex constantly... but soldier-boy's... imagination is way more... creative than I've ever even dreamed."

"Ok, we'll just leave it at that. But I still don't understand the problem. You're attracted to this girl- let's hypothetically call her... Willow," Buffy said, "So you're attracted to her, but... what?"

Xander didn't bother to deny it when Buffy mentioned Willow's name, 'what would be the point?' he thought. "That's the problem," Xander said, feeling frustrated. "It's Willow... Willow my best friend since kindergarten. I've never thought of her... that way. She's like... like my cousin, or my sister or something. Not like someone I... date."

"I'm not seeing the problem here, Xander." Buffy said. "The way you see her changed; you finally noticed that Willow's a girl. What's wrong with being attracted to her?"

Xander shook his head, "Not wrong, not with her. There's nothing wrong with being attracted to Willow, except... it's just... it's..."

'God, how do I explain this?' he thought in aggravation. 'I'm not so good with the whole... words thing.'

"What's that supposed to mean?" Buffy asked, sounding a little shocked. "It would have been ok for *me* to date you, but you're not good enough for Willow?"

Buffy stopped walking, pulled her arm out of his, and smacked him on the shoulder. Hard. Not hard enough to do any permanent damage, but enough that he'd have a good-sized bruise there.

'Good one Xan! Piss of a Slayer!' Xander realized what he had said about the same time Buffy smacked him. "OW!!" he shouted. "That hurt!"

"Look, that came out all wrong," Xander said while rubbing his sore shoulder. "Buffy, you're like the strongest person I know. And I don't mean just physically. I mean you're confident and sure of yourself. Even if Willow were insane enough to be interested in me... I'm afraid I'd do something, or say something stupid, and... and hurt her. I mean, it happens now, and that's without the added pressure of... you know, dating."

"And what if I screw up and it ruins our friendship? Buffy! I... I couldn't survive without Willow in my life. She's been the only person who has kept me from going insane!" Xander tried to fight the tears, "I... my... I haven't had the best... home life, and when my dad would... well... when I had problems, Willow was the only one who could always make it better."

Xander noticed, but chose not to comment on the moisture in Buffy's eyes. 'Not going into that subject...' He continued, "Anyway. We're closer than just best friends, I mean she's shared stuff with me, too. Not the same, but... you know. Bad stuff." He looked up into Buffy's eyes. "How do I risk that?"

Buffy shook her head, "I don't know, Xander. That's a lot. I guess the question is, do you want to risk all that? How bad do you want her?"

Xander got up and started pacing in front of Buffy. "That's just it. I do want her. I want her as badly as I wanted you last year."

Buffy laughed and teased, "You're over me, huh? Yep, ol' Buffy's yesterday's news..."

'I know you're just teasing,' he thought, but he couldn't help the look he shot her. He said, "Don't kid yourself, Buffy. I'll always want you." He gestured with his hands like he was weighing options, he held out his right hand and said, "I've got, 'Buffy the amazing, wonderful, beautiful woman- that I can never have'." He dropped his right and held out his left, continuing, "And, 'Buffy the incredible friend who mean's the world to me'." He closed his left hand and held it to his chest while looking intently into her eyes. "I'll take what I can get."

Xander continued, again with the right hand, "And now, there's Willow; 'Best friend I could ever imagine- means everything to me'." He brought his right hand to his chest and held out his left, "And now there's the 'sweet, gorgeous, sexy woman- that, maybe, I might actually have a shot with'." He left his hand in place and looked at Buffy, saying, "I don't want to lose this," he gestured with his right hand. "This is more important to me than this," he said, gesturing with his left. "But... Maybe I can have both?"

Xander blushed but said, "That's the thing. It's like, soldier-guy uncovered my eyes. When I didn't have any memories of Xander and Willow growing up together, being best buds since pre-k; I was seeing her with new eyes. And I didn't see good ol' Willow. I saw this sexy, redheaded bombshell, who was wearing a seriously drool-inspiring outfit."

Xander chuckled, "Like? Buffy, when I first saw her, my rifle wasn't the only gun I was pointing at her."

Buffy held up her hands as if shielding herself. "TMI, Xander!" she said, but she looked pleased. Suddenly her face fell, as though something had just occurred to her. She said, "Xander, it isn't just the outfit, is it? Because she's still..."

Xander hastened to reassure her, "The outfit was only part of it. Soldier-Xander wanted her the moment he saw her, but he only wanted her like... well... he thought she was a..."

Buffy's eyes went wide "A hooker?!" at Xander's nod, she urgently said, "Oh God, please promise me you'll never tell her that as long as you live! I think she'd kill me!"

Xander chuckled. "Yeah right Buff, 'Hey Willow, nice outfit! You looked just like a prostitute!' followed swiftly by my messy death," Xander said with a smile. "I don't think you have to worry about that."

"But there was more than just the clothes, right?" Buffy asked, sounding concerned still.

"Like I said, Soldier-boy wanted her... for that, pretty much the moment he saw her. But then, Willow took charge of things while you were busy trying to set back the feminist movement several hundred years..."

"As I was saying, before I was so rudely interrupted... Soldier me was very impressed with Hooker-Willow's take charge attitude and ability to think on her feet. He had no problems following her orders." He grinned at the look of outrage on Buffy's face at the phrase 'Hooker-Willow'.

"Mostly, though, it gave me a different perspective. When I became me again, I started thinking about Willow. At first, of course, I just needed to know where she was, cause suddenly, 'Poof, no Willow!' I called her house, and it turns out that her body had been lying on some lady's porch since the spell took effect! When it ended, she just walked home."

Xander and Buffy began walking again as he continued his earlier subject. "Then, after I was sure she was ok, I started thinking about her in other ways... I'm me again. I can remember everything I ever knew about Willow. And I still want her. Yes, I want her when I think of her in that sexy outfit, but I also want her when I think of her in baggy coveralls, or big bulky sweaters, or those awful dresses her mom buys for her," Xander said.

"Mostly, I'm kicking myself for not seeing how beautiful she was before it was too late."

"I don't know." Xander sighed. "I hope not. But, I know she had a crush on me last year... and I know I hurt her... a lot." Another big sigh. "I guess I figured between the preying mantis lady, and the mummy girl, and Moloch, and the hyena thing, not to mention asking you to the spring fling... I'm just glad that she didn't hate me and never want to speak to me again. I can't imagine she still has a crush on me after all that."

"Wait a minute," Buffy said. She stopped walking and gave Xander an odd, semi-hostile look. "You said you didn't remember anything about when you were possessed by the hyena!"

Xander laughed nervously, "I said I didn't remember anything... Well, Let's pretend you spent a week of your life treating your two best friends like complete crap and almost got Willow killed..."

Xander continued, "Wouldn't you want to pretend that you couldn't remember a single moment of it?"

Buffy looked mortified. "Uh, Xander... about the way I acted when I got back from LA..."

Xander hadn't been thinking of Buffy when he said what he said, he'd only been thinking of Hyena-Xander. 'God, I killed and ate a pig! Raw!' he thought in revulsion. When he realized what Buffy was saying he stopped her. "Buffy, stuff happened, we moved on, it's best forgotten."

After a moment, Buffy said, "You know, I think Willow's worth the risk. Even if she doesn't feel that way about you any more, well... you told me how you felt about me, and we're still friends, aren't we?"

'Sure, I only wanted to die... spent days laying on my bed listening to country music- the music of pain! Heck it was a cakewalk!' Giving Buffy a rueful look, Xander said, "You know? Pep talks- not your strong suit."

Buffy laughed and said, "The point is, it's better to know. You survived, our friendship survived. You took a risk, it hurt, but you got better. If you hadn't risked it, you'd have been hanging in limbo forever, and I do know how much that hurts."

Xander nodded, not taking that opening. 'Discussing Buffy's relationship with Angel, I'm thinking would not be conducive to maintaining peace. We have a fundamental difference of opinion- you think Angel's a real person, I think he's a real vampire,' he thought.

He chose to focus instead on the implied advice, saying, "So, you think I should go for it."

Buffy stopped walking again. She looked up at Xander and said, "I think that Willow deserves happiness. And I think you deserve happiness. If you pay attention to her needs, and make sure to actually talk to her when you think you might have screwed up, or when you think she screws up... maybe you could make her happy. Only you know if she would make you happy."

They walked in silence for a bit longer, till they were almost at Xander's house. Xander said, "Thanks Buffy. I think you helped me figure out... things."

Xander smiled evilly. He said, "I'll let you know..." and then jumped back to avoid the smack he knew would be coming.

Buffy looked outraged when she went to smack his shoulder again and missed. "Xander!" she hissed.

Xander laughed and ran to his house. He yelled over his shoulder, "I'll call you tomorrow! Thanks for walking me home!"

Willow was sitting in her room, staring at the outfit she'd worn that night. She'd changed into a pair of boxers and an oversized t-shirt instead of her normal pajamas. For some reason, she wanted to carry a hint of that daring outfit over with her. Not that boxers and a t-shirt was that daring, but compared to her usual full coverage pajamas...

'This is stupid. It's not like anybody can see me anyway, I should just sleep naked!' she told herself.

Just the thought was enough to make her blush. She looked longingly at the sexy outfit Buffy had dressed her in and thought, 'I wish I coulda actually worn that when Xander came into the house, but no, of course not; I chickened out and put on that stupid ghost costume.'

'Of course, if I had, then I wouldn't have been able to scare the bejebbers out of Giles!' she thought with a laugh. 'He was so funny, throwing cards all over the place like that!' Of course at that moment she'd been too preoccupied with her whole non-corporeal crisis to properly enjoy it. But in her minds eye, replaying it over and over, she still snickered every time.

"Speaking of replaying over and over," she whispered to herself as she relived the image of Xander without his fatigue jacket, his torso covered only by a thin white tank-top. She closed her eyes and once again pictured the scene when she'd come to warn them about Spike, 'Mmm, Xander... muscley a little sweaty... Pirate Larry out cold 'cause Xander had just finished kicking his jock butt! I wish I'd seen that!'

'I coulda done without him being all gallant to Cordelia,' She thought, feeling jealous. "Oh, I'm cold- here borrow my jacket" she said, satirizing their voices with not a little bitterness. 'Of course, what boy wouldn't have noticed her in that costume?' she lamented. She looked back at her own outfit where she'd laid it out on the bed. 'Even in that, I can't compete with Cordelia Chase.'

She was debating ditching her boxers, sleeping in just t-shirt and panties, when she heard a knock at her patio door, causing her to squeal in surprise. She turned around, took a moment to calm herself and went to the door. When she pulled the curtain back, she saw the person she most wanted, and dreaded to see- Xander Harris.

Xander waited about ten minutes for Buffy to be good and gone, and then grabbed cross, stake and a holy water squirt gun, before he headed to Willow's.

'Oh God, please let this work... please let her say yes!' he thought over and over, his heart hammering in his chest the whole way.

He didn't know for sure if her parents were home, and while it wasn't that late yet- not quite midnight on a Friday night was early for the Scooby Gang- he didn't want to take any chances. He went around to the patio door at Willow's room and gently knocked.

When the curtain pulled back and he saw Willow peaking at him, he put on a happy smile and waved a little. Of course he immediately felt stupid when she, rather than smiling back, seemed to regard him with suspicion.

"Hey Will! You ok after your ghost-girl thing?" Xander asked, trying for casual but coming across a little strained. His heart was pounding so hard he could hear it.

'Great, I'm acting like an idiot. No, that'd be normal... Great, now I'm arguing with myself!' he thought. "I... uh..." he stammered, trying to get out a coherent sentence. He was more nervous than he'd ever been. 'Heck, I think asking Buffy out was easier than this...' he lamented.

Xander closed his eyes and took a couple deep breaths. When he opened them back up, he noticed the fear in Willow's eyes. "Sorry, Will. I'm kinda... well; I need help... with something, and... I was hoping that my bestest bud in the whole world might be able to help me out."

She opened the door and turned her back to him, not saying anything as she walked back towards the bed.

She must have been lost in thought because she jumped when Xander placed his hand on her shoulder.

"Sorry, Will. What'cha thinking about so hard?" Xander asked. Taking a step back as she turned around, Xander took in her outfit. 'Oversized T and boxers. Not sexy by definition,' he thought, yet he still felt aroused at the sight of her. 'How could I have been so stupid, so blind, for so long?' he bemoaned. 'Please God; don't let it be too late!'

Xander took the chair from Willow's desk and spun it around, straddling the seat and leaning forward against the back. "Something happened to me tonight, Will," he said.

She raised an eyebrow as she sat down on the edge of the bed, "Uh, I know? I was there, Xander."

"Yeah, I don't mean becoming soldier-boy, or not just that..." he said. "I saw something tonight, or more to the point, someone."

Willow frowned, causing Xander's heart to skip a beat. 'This is gonna be hard...' Xander thought as he tried to explain. "You know, when you've known someone for a long time, you kinda, you know... have a certain way you think about them... and it can be hard... to look at them differently."

'I suck at this!' Xander thought. 'I need for you to know why I had such a big change in the way I think of you, Will... so I guess I'll just put it out there and hope it makes sense,' he thought, feeling like he was about to take a leap off of something really tall. "I thought I knew what this person was all about... I only looked at her in one way... I guess I never really thought of her as someone I could be attracted to... that just wasn't the way I saw her."

Willow frowned even more, and then jumped to her feet and started pacing furiously.

Xander got worried when she started pacing. 'She only does that when her brain's going gangbusters!' he thought. His voice held no small amount of fear as he hoarsely said, "Will, I... I don't want to risk our friendship over this..."

That stopped her. She turned and stared at him, her eyes dark with some emotion he couldn't define. Xander felt a lump in his throat. "Willow? Please, talk to me... I- I wouldn't ever want to lose your friendship..."

The fear built in Xander. 'I can't do this... I can't blow the most important friendship... I'll just drop the whole thing.' Just as he was about to verbalize his decision, Willow seemed to deflate. She plopped down on the bed and said, "Xander, I could never not be your friend."

Xander felt the constriction in his chest ease a bit when she said that. "Thank God!" he whispered in relief.

"Don't get me wrong, Will, it wasn't just the outfit..." Xander started. "I mean, it looked... Wow. Big wow! But it wasn't just that. When I was soldier boy, I didn't have all my memories... I completely didn't know... it was like seeing you for the first time... And, yeah, I really, really liked what I saw. I hadn't ever really considered it... you know, we were just friends. But it was more than just the new look. You know, we look to Buffy when that kind of thing goes down, but when she was out of it, you were all 'take charge, issuing orders' girl. Soldier-boy was impressed, and he started liking you for more than..."

After nearly thirty seconds of sitting there, jaw agape and eyes wide- during which Willow's skin went from pale ivory to bright pink- Xander finally caught the clue. 'Oh thank God!' he began to laugh. "You thought... that's why you were... Oh, my God! Cor*delia*? Cordelia *Chase*?!" Tears of laughter were running down his face.

Willow's apparently got tired of Xander laughing at her, because she suddenly hit him with a pillow, saying "It wasn't *that* funny, Xander!"

Xander calmed down after a moment and was about to speak again when Willow's next words hit him like a punch in the gut.

Her voice sounded mournful when she said, "Then who? I don't understand, Xander. Buffy already... Who else did you see tonight?"

It struck him, finally, what was wrong. The smile fell from his face and his eyes welled up as he thought, 'Oh jeeze, I've been such a dumbass! She can't believe I'd ever look at her that way!' He quickly stepped off of the chair and kneeled in front of his best friend, 'Oh Willow! I hope that you can forgive me and maybe, just maybe, give me a chance to make up for being an idiot for so long!'

Willow's eyes widened and her breath caught when Xander jumped off the chair and sank down before her. He wrapped his arms around her waist and laid his head on her lap, feeling near tears. "Oh God, Will. I'm so sorry. I've been such an idiot for so long. It took forgetting everything I ever knew about you to see you, really see you for the first time."

"...I never looked past that, I... I was a complete idiot, Will." He sat back on his heels looking up at her. "Ever since I got me back tonight, I can't get you out of my head. You are so... beautiful, and sexy." His voice was a low rumble as he finished.

Xander was staring into Willow's eyes. He noticed that they were wide and shiny with unspent tears, when they suddenly darted away from his. He saw that she was looking wistfully at the sexy getup she'd been wearing that night.

He looked back at her face and she met his eyes, looking sad. "Xander... that wasn't me," she with a sorrowful tone.

Xander gaze didn't waver. "Willow, I'm not talking about that," he tried to gently explain. "Don't get me wrong, that was completely hot! Soldier boy liked it very much, and remembering the way you looked in it, I have to agree completely."

He reached up and hesitantly stroked her face. 'I'm pretty sure that the problem isn't that you don't want me; I think you don't believe that I could want you...'

Xander observed her respiration both speed up and grow deeper ah he touched Willow's face. The small whimper she made hit him like an electric shock. He felt himself getting hard when he saw her pink tongue dart out to moisten her lips. He shook his head again, thinking, 'God I was *so* stupid and blind!'

"Willow, right now, in that baggy t-shirt and shorts...' he trailed off as his gaze wandered down from her face. Oh God," he groaned when saw her erect nipples poking through her shirt He had to exert some serious effort to drag his eyes back up to meet hers. "I want you Willow. It's not just the sexy outfit, it's you. It's always been you; I've just been too blind to see it."

Willow opened her mouth, but no sound came out. Crossing his fingers, Xander stood up, bent over and brought his lips to hers.

Their first kiss was brief, a gentle press of the lips, a moment to enjoy the warmth of each other's skin, and then it ended.

Suddenly Willow grabbed him with both hands- gripping his tank top in her fists and mashing her mouth against his.

Xander had planned on pulling away to gauge her reaction, and then maybe talking some more, despite the pressure in his fatigues. Instead he found himself lying on top of Willow with her tongue in his mouth. 'Not complaining!' he thought as he did his best to keep up. Xander began to feel light-headed as Willow squirmed, her hip grinding against his erection.

Willow broke their kiss and whimpered, "Xander? I need you Xander. I need you now! Please?"

Xander's eyes grew wide and he almost choked in surprise. He looked into her eyes, gauging the potent desire he saw there. 'Oh God!' he thought as Willow looked at him with unbridled lust. He could feel himself throbbing against his jeans as he hoarsely whispered, "You sure?"

Willow nodded so fast that Xander was afraid she'd hurt herself. He got up so that he was standing between where her legs were dangling off the edge of the bed. He heard her cry "No!" and shook his head in amazement. He answered her disappointed cry, saying, "I'm not leaving, Willow."

The redhead's answering smile rocked Xander's world. 'I never thought... not in my wildest dreams did I imagine this would happen tonight. I was hoping she'd want to go out with me... turns out she wants to go all the way!'

Xander pulled his shirt off over his head and, before he could even toss it aside, Willow was sitting up and running her hands over his torso, eliciting a surprised grunt from him. As her hands roamed, she leaned forward to kiss and lick his chest. 'Great Googly Moogly! I can't believe this is Willow!" he thought, standing stock still as she explored his skin.

Willow ran her hands down his chest and stomach until she was stopped by the waistband of his pants. She stared intently up into his eyes and started to undo his belt.

Xander felt most of the blood in his body shoot straight to his dick when Willow started to open his pants. 'Oh God, if she touches me, I'm pretty sure I'm gonna lose it!' he thought, embarrassed. He reached down and grabbed her hands, pulling away before she got further than unbuckling the belt and undoing the button. "How about I do that, while you take off your clothes?" he suggested, his voice cracking slightly.

Willow pouted but it was too late as he had sat down on the chair to get his boots and socks off. When he noticed her pausing, he too stopped and carefully examined the look on her face. "Look, Willow, we don't have to do this right now," he tried to reassure her. "We don't have to go all the way tonight, we can take things slow..."

Xander's comments came to a halt as Willow stood up and dropped her boxer shorts. He could actually hear her gulp as she grabbed the hem of her t-shirt and drew it up and off of her body.

Gasping in surprise and lust, Xander stood up and dropped his jeans to the ground, leaving his boxer shorts on for the moment. He took a moment to drink in the vision that was Willow Rosenberg. 'I never imagined... Wow! She's got a nice body! Slim, but... nice curves. Creamy white skin...' Xander involuntarily licked his lips as he stared at the dark pink tips of her breasts.

Willow was blushing bright pink. She must have been embarrassed because she refused to meet his eyes, and after a moment, she covered her breasts with her hands.

Her nervous gesture broke his lustful reverie. "You are... perfect!" Xander exhaled loudly, only then realizing that he'd been holding his breath. "So beautiful; you've been hiding in all those baggy clothes! He stepped to her and gently pulled her hands from her small breasts.

He could see that she wanted to protest, to deny his words beautiful, but the moment his hands covered her breasts and squeezed ever so gently, she gasped loudly, apparently forgetting whatever she was going to say.

"It's like you were made to fit my hands," Xander observed. 'Ok, that was a cheesy, romance-novel thing to say...' he thought, only mildly chagrined as the reality of his situation set in. 'My God! Willow Rosenberg's breasts are in my hands!" he marveled. He ran his thumbs over her nipples in a slow circle, marveling at their size and stiffness compared to the soft flesh they capped.

Willow gave a quiet cry as she dropped down onto the bed. She scooted back and laid down so that she was all the way on the bed and said, "Xander, please! I- I need you now. I need to have you... inside me. Please?"

Xander crawled over his soon to be lover and kissed her for a moment and then looked in her eyes. "Willow, I love you. I'm so sorry it took..."

Willow put her fingers on his lips to stop him from apologizing yet again. "I love you too, Xander. I have loved you forever. Please... make love to me?"

Xander was amazed again, but he had no intention of letting her down. He pulled back and stroked his hands down from her breasts to the waistband of her sunflower panties. Watching her eyes for any change of heart, he pulled them down her legs and off, tossing them aside.

"Oh, wow!" Xander breathed when he looked at Willow's nest of reddish brown curls. He caressed her legs, moving up the inside of her thighs to the hot, fur-covered flesh. He stroked gently over her sex, thinking, 'Can't believe I'm here... can't believe I'm touching you like this.' The sound of Willow's gasping moans was so arousing that he got just a little light headed.

Xander snatched his hands away when Willow cried out loudly, but a momentary glance at her face, seeing the lust and pleasure written there, calmed his incipient panic. Her quick cries of "There! Don't stop! Right there!" reassured him.

'Ah! found a very good thing, not a bad one,' he realized. 'Mmm, wanna see closer,' he thought, moving to lay down between her legs. He had to lay on his side in order not to rub his over-stimulated cock on anything. 'Definitely not gonna last very long once I touch anything with that.' He could already feel the cold stickiness where the front of his boxers got wet from his precum, and cooled in the air.

Willow gave an appreciative cry as Xander's fingers returned to her center, dragging some of the moisture up from the weeping core and onto her hard little nub. Not really having any style or technique, he just rubbed up and down over her nub. but it was enough to make her squirm, her breathing quickening even further, coming now in shallow gasps. He felt as she tried to lift her knees up, but she only succeeded in moving her right, since Xander was using her left thigh as a pillow.

'I've seen the magazines, but this... Willow's pussy up close... Oh, my God!' he thought in wonder as he stared at the bright pink flesh where he had moved the furred outer lips apart with one hand. "Amazing doesn't cover it!'

Her moans, cries and quivering flesh were as fascinating as they were intoxicating. Oh, and she smells... wonderful!' he thought as an intense musky richness filled his nostrils. It was unlike anything he'd ever encountered before. It made his mouth water, but he didn't quite feel brave enough to taste the creamy white secretions covering his fingers. 'Not this time anyway...' he thought.

It was only a couple of minutes before Xander couldn't wait any longer himself. His dick was so hard that it felt painful, trapped against the straining material of his boxer shorts. 'I want to be in this,' he thought as he focused where he was stroking with his fingers.

Xander regretfully pulled away to stand by the side of the bed. He heard her whimpering as he was just stepping out of his underwear. When he straightened up and looked at her, she once again begged, "Xander! Please! I need you!"

'Oh God! Me too Will!' he thought, feeling like he'd go insane if he didn't sink into this beautiful, amazing girl. He jumped onto the bed, landing on his knees before her. He leaned forward and moved his engorged flesh against hers, seeking the way into heaven.

Willow's hand reached down to guide him into her. When she had him lined up he started to slip in, feeling for the first time in his life the sensation of being in a woman. His eyes drifted shut and his brain was reduced to monosyllabic descriptivism as he slowly pressed inward. 'Hot! Wet! Tight! Ohhh! So! Goood!"

Xander froze as he heard Willow's whimpers turn to a painful yelp. Even in his hyper-aroused state, he immediately thought of her first, "God, Willow! Are you..." he began to slide out as he tried to ask if she was ok.

Willow had a few tears running down her face and all she could manage was to rasp out, "Don't move!"

Xander stilled once again, and then figured out what had happened. 'Ah, that's right! First time... Oh God... I just... I just popped her cherry!' he blushed at the crudity of the term. 'I'll never say that out loud! Willow'd kill me!'

Xander had needed every bit of his limited willpower to keep from moving in the first place, so her request was easily granted and he sank himself the rest of the way inside her, their moans harmonizing as he was fully cradled between her thighs. He looked deep into her eyes and said what his heart was shouting, "Willow, I love you. You're my everything."

Xander smiled adoringly as Willow's lower lip quivered and more tears began to well in her eyes. "I love you, Xander!" she cried. Her cry quickly turned to a loud moan as he began moving inside her.

Xander continued to stare into Willow's eyes as he stroked within her. 'Good thing we stopped for a minute there, I think I'd have finished already otherwise!' he mused thankfully.

As the incredible feeling of heat and desire built up once again inside of him, Xander started to whisper his heart to his childhood best friend, and now lover. "So good! Oh Willow you feel so good!" he groaned. "Can't, can't believe I'm here... with you... like this..."

'Go slow, make it last,' Xander chanted mentally, wanting the incredible pleasure he was feeling to go on forever. However, he couldn't stop his body's response as he sped up, faster and faster, till there was no rhythm to his movements, just jerky thrusts and then his orgasm over took him. "Oh God! Oh Willow!" he shouted.

Sounding desperate, Willow keened, "Oh Xander, please more! I need... I need..."

Not wanting to fail her, Xander kept pumping in and out as fast as he could as he poured himself into his Willow. Just as he thought the sensation was too much to take, Willow screamed his name in a long, drawn out cry.

Xander's breath was taken away as he felt Willow's muscles quiver around his cock. 'Holy! Never imagined anything could feel like this!' his mind exulted as he collapsed on top of the shuddering redhead- completely spent.

Xander had enough awareness, and just barely enough strength to roll off of her, pulling her up against him, so that she was draped over his side as he lay on his back. Draped was the only way to describe it as she too seemed boneless and spent.

Willow's tired sigh, "You'd better believe it!" was the last thing he heard before sleep overtook him.

"Oh, Xander," Willow sighed in pleasure as she woke up Saturday morning. "Mmmm,' she hummed, thinking, 'I love that dream!'

Her eyes still closed, Willow reached above her head, stretching mightily. Suddenly, as her body began making its morning status report, her eyes snapped open and she gasped.

A return of memory was accompanied by a realization that it wasn't her father's loud snoring- muted by two closed doors- that she was hearing.

Eyes wide, Willow turned her head to the left to look at her softly snoring bedmate. 'Oh God! Xander... in my bed! I slept with Xander! I..." she lifted the sheet covering her and felt her face grow warm. 'I'm naked!' she thought, nearly panicking. 'Oh my gosh! I'm naked... with Xander in my bed! I... we...'

Willow's alarming contemplation was diverted when Xander shifted, rolling onto his back. Her eyes were locked onto his face, looking for any signs of wakefulness, when she saw his mouth drew back into a wide, joyful looking smile. "Hmmwillowmm," He hummed softly.

Willow's panic was melted away by a warm feeling that caused her heart to ache with tenderness. 'That's the sweetest thing...!'

Tears sprang to her eyes as she remembered even more of the previous night's whirlwind of emotion and activity. 'He said he loved me! Xander Harris loves me! Not Buffy, me!'

"Wow!" she whispered gently, her usually hyperactive mind grinding to a halt on that thought.

She rolled onto her side, trying not to disturb her sleeping lover, and just stared at his face. It was familiar territory; she'd memorized every curve and line long ago, but it all seemed somehow new this morning.

Willow's eyes eventually trailed down from his face, following the line of his body under the sheet until it tented up and away from him. 'Oh my gosh!' she thought, once again feeling her face grow hot.

She blushed even hotter as a naughty thought came to her. 'Oh, bad Willow! I shouldn't...' she thought. 'But it's ok now, right? I mean after last night...'

While her brain offered up weak arguments, her body simply reacted, lifting the sheet so she could see.

'And why not... oh... Oh!' Her eyes raked up and down the lanky form of her best friend since childhood- stopping and focusing on the part that was holding the sheet away from the rest of him.

'That... Gosh, that was inside me!' she thought with shock and amazement. 'It felt really... well except at first... but after that it was... sooo good!'

As she stared at Xander's morning wood, Willow's body began to react to the memory. Her nipples tightened and grew erect, her skin began to flush pink, her vagina began to swell and grow slick. The soreness didn't so much go away, as it was overpowered by these other feelings.

'I wonder if... he wouldn't be mad... why would he?' her brain once again began weighing the pro's and con's of action while her body cut to the chase, sliding closer to the boy, reaching out to place one hand gently on his chest.

Xander just hummed out loud again at the contact, not showing any signs of waking.

"You always were such a sound sleeper," Willow whispered, smiling as a wide range of positive emotions swirled inside. "I wonder if this'll wake you up?"

Keeping her eyes on his face as best she could, Willow leaned close and slowly, lightly, licked Xander's right nipple.

Xander's only response was a quick intake of breath, followed by a gentle whimper.

She tossed the sheet off of them and carefully straddled him, watching out not to hit him with her knee as she did. Looking at the face that was the object of her fantasies since she'd been old enough to have fantasies; Willow decided 'I want you. Now.'

"Xander, wake up," she said. Her heart was beating fast with anticipation and desire.

'I can't believe me! I'm so not like this... I feel kinda wild! Yeah, Wild Willow!' she thought, the normal shyness she experienced every day of her life strangely, and wonderfully, absent.

"Xander! Wakey wakey, Willow wants to play!" she sing-songed even as her face was blushing furiously.

"Mmph, ten more minutes..." Xander mumbled, barely even half-conscious. His smile was sultry as he whispered, "Mmm... best dream..."

'Hmm, I bet this'll wake you up!' she thought, her smile turning absolutely wicked.

Willow was on her hands and knees, straddling Xander without really touching him. She immediately rectified that as she lifted her hands from the bed to his chest. She rocked her pelvis forward, sliding her slick flesh down along the underside of his shaft until she was sitting astride his thighs. She couldn't restrain a soft groan of her own at the amazing sensation.

Xander's eyes snapped wide open, and she could feel him trying to sit up, but her weight on his chest restrained him.

Willow cut off his question by sliding back up his length and hovering, poised with just the very tip of him pressed against her opening. "Good Morning... lover!" she said in a voice that was at once both breathy and deep.

Anything Xander might have said was reduced to an incoherent groan as Willow slowly, but steadily impaled herself upon him.

"OohhhSoooooBiiiigg!" Willow cried out as she lowered herself. Pain warred with pleasure as her sensitive flesh was stretched by his member. Tears again started from her eyes as the physical sensation was amplified by the emotions she was feeling.

"Aaahhh!" Xander's cry was in harmony with Willow's. "Oh dear *God* if I'm dreaming, *please* don't ever let me wake up!" he cried aloud.

Willow chuckled as she watched him furiously rub the sleep from his eyes and blink rapidly, trying to focus on her.

Smiling both at his humor, and because she was just so happy, Willow replied, "Maybe..."

Her eyelids slipped nearly shut and her lips pouted as she tentatively lifted herself away from him, ignoring her protesting muscles in a search for more sensation. "Oh... I love you Xander!" she crooned intently as she moved.

The feel of his hands sliding up her body to cup her breasts brought the smile back to her face, and his gasping reply, "God I love you too Willow," magnified it even more.

"Do you know how long I've dreamed of this?" Willow's question was accompanied by the slow rise and fall of her hips as she rode him.

'I don't think I can think at the same time as this...' Xander mused, still a little muzzy from sleep. He just shook his head as he stared into the half-lidded eyes of his first lover.

"I wanted to be with you since we were in kindergarten," Willow said, still maintaining the maddeningly slow pace.

"Silly boy, let me finish!" Willow mock scolded. "I wanted to be with you since kindergarten. I wanted... this... since we had human development class in fourth grade."

Willow continued both her verbal and physical activities, each of which was threatening to drive Xander insane. "All the other girls were freaked 'cause it was boys, you know? I just remember the teacher said it was something special and, and wonderful between a boy and a girl... and I knew I wanted that with you."

Her voice held no reproach, but Xander felt saddened by it just the same. "God, Will. I'm sorry I was so blind..."

Willow was still smiling as she cut him off, "Don't. Don't be sorry, Xander. This... mmm!" she hummed with pleasure as he began stroking her nipples in slow circles with his thumbs. "Oh, yeah. This makes up for it!"

"Darn skippy!" she replied. "I'm your Willow, and you, Alexander Lavelle Harris. You belong to me, and you better not forget it!" she said, resolve face firmly in place.

Despite the slow pace, Willow started making little whimpering moans as she moved.

Xander felt like every sound she made was a bolt of pleasure shooting straight down to his groin. He involuntarily bucked up, his body seeking to quicken the pace.

Xander froze. "Oh God! Willow? Did I hurt you?!" he asked, fear running down his spine like ice water.

She smiled and shook her head, but the single tear at her eye told him otherwise.

"We are doing this. I want this!" she said intently. Her voice relaxed, as did her face, as she added, "I'm just... kinda sore. Just need to go slow, 'k?"

Xander was moved, rapidly becoming intoxicated on desire, love and joy. 'anything you need, anything you want, any time, any place!' he thought. A goofy smile graced his lips as he answered, "Like I'm gonna say no to this!"

"I can live with goof," he said with a smile. 'I can live with anything when it involves this!'

'Oh God! Don't move. Gotta move! Can't move, can't hurt Willow! Aagh! Need to move!' Xander agonized as he held his hips down into the mattress, desperately trying to remain still. His back was nearly cramping as he rigidly restrained himself from giving in to his desire to lose control.

His eyes were scrunched shut, and he'd given up caressing Willow's breasts for fisting the sheets on either side of his hips in the fight to keep from hurting his love.

'Gahh! You're killing me Will!' he thought as her whimpers and moans increased in volume and frequency. 'If you just went a little faster! A little harder!' he felt on the edge of cumming for the last couple minutes and it was making him insane.

Suddenly Willow's rhythm faltered and she began to shake with her own release as she crooned out his name, "Xaaannnnddeeeeerrrrrr!"

Xander forced himself to release his grip on the sheets and wrap his arms around her, answering, "Love you too Willow!"

The high pitched whine that accompanied it surprised him. 'God, was that me?' he realized with shock. 'It's better now... she's not moving... I don't think I'll ever be able to walk again, but it's better now...'

After a few moments, Willow seemed to return to awareness. "Xander? Are you ok?" she asked.

Xander blinked his eyes open, trying to smile convincingly as he said, "Yeah, I'm ok." Unfortunately, the squeak that it came out in belied any protestations of being ok.

Willow's eyes widened with surprise. "Xander! You're still... how come you didn't..."

"Ngahh!" Xander grunted as she moved up and off of him, wincing in obvious discomfort herself.

"Willow!" Xander interrupted. 'She'll beat herself up real bad about this if I let her,' he knew.

"Willow, don't, ok?" he said, reaching over and cupping her cheek. "I love that you wanted to do this, this morning. You amazed me... I, I never thought it could be like this! I was totally just hoping for, you know, some snuggling maybe, maybe even some kissing... I never..." he closed his eyes and shook his head in wonder.

Opening his eyes to meet Willow's once again, he said, "I don't have words to say how incredible it was to be with you Willow... to be in you... God, I love you so much!"

Xander chuckled, but then noticed the look on her face. 'Uh oh, I know that face... she's planning something.'

Still not meeting his eyes, Willow whispered, I could... use my... my..." she gulped audibly and finished, "My mouth?"

'She did not just say that!' Xander thought, stupefied. "Uh... ha-wha??" he questioned incoherently.

She was still blushing and not meeting his eyes, but a sly smile grew on her face. She reached toward his still erect penis and said, "On this."

Xander's eyes followed her hand, and when she tentatively wrapped her fingers around it, he suddenly saw a prophetic image of her pink lips wrapped around the head of his cock. "Oh my dear God in heaven!" he gasped, feeling his dick grow even harder at the thought.

Willow moved so she was kneeling next to his pelvis, still holding on to him. She licked her lips once, and his cock twitched.

Xander moaned as Willow laughed. He heard his voice as though it was coming from someone else, "You don't have to, Will. I mean, it was just..."

Willow slid her hand up and down the slippery length of him one time, effectively eliminating his ability to speak with that one move. "Why, cause it's all covered with this?" she asked, rubbing her fingers together. "That's just me... I've tasted that before."

'My eyes are gonna fall out at this rate,' Xander thought, goggling at this never-before seen side of his best friend.

She began to slowly pump the shaft of his cock, leaning in and giving the tip a hesitant lick. "Hmm" she hummed, sounding pleasantly surprised.

Not having the slightest idea what she'd been expecting, Xander nevertheless offered up a prayer of thanks that she wasn't disappointed.

'This is the end,' for some reason the line from the song by The Doors rang thought Xander's head as Willow enveloped the head of his dick with her mouth. "OOooohhhhh God!" he half-moaned, half shouted. His eyes were slits as he struggled against the competing desires to close them in ecstasy, and yet not miss a moment of this incredible, wonderful event.

'I have no idea if this is how it's supposed to feel... but If it gets any better than this, I'll blow up!'

Willow didn't take more than the head in her mouth, she just worked her head up and down in time with her hand on his shaft, but that was enough to have him moaning almost constantly.

Willow let go with her mouth, but kept pumping with her hand, as she winced and said, "Sorry! Sorry! Teeth- not a good thing, I take it?"

Xander nodded his head, barely capable of the level of speech required to agree, "Teeth bad!"

It was either an hour, or a minute later- he wasn't sure- when Xander felt a most wondrous release approaching. "Oh, gonna... gonna... cum!" he tried to warn.

Willow again released him from her mouth, but continued to stroke him, getting faster and faster as she smiled happily at him.

"Unhgodillow!" he shouted unintelligibly as he came. Whether it was because of the slow torture from earlier or the unbelievable fact that Willow used her mouth on him, or a combination of both; Xander ejaculated powerfully, shooting up into the air and all over the place as Willow continued to jack him off.

Xander blinked rapidly, trying to get rid of the tears in his eyes. When he managed to focus again, the sight made him laugh out loud. Willow- a wide, happy smile on her face- was staring cross-eyed at her nose, from which was hanging a thick strand of his cum. 'That's the funniest, sexiest thing I've ever seen!' he thought.

His laughter was interrupted by a gasp as Willow squeezed the rapidly deflating flesh in her hand, drawing upwards and squeezing out the last dribbles of his orgasm, which she caught on her fingers.

Looking back to his lover's face, his eyes widened and he gasped again when she reached out with her long tongue and caught the bit hanging from her nose.

Willow pulled her tongue back into her mouth and smacked her chops a bit as she tasted the creamy goo. She arched her brow and said, "Hmm, that's not bad..." Her voice sounded pleasantly surprised at the discovery.

Xander's gasp turned into a loud groan as the redhead began to clean off her hand with her tongue, laving it like a kitten cleaning its paw. 'I was wrong!' he thought in lustful amazement. '*That* is the sexiest thing I've ever seen!'

"Next time I'll just swallow it, that way it won't be so messy." Willow said as though she were discussing the time of day.

'Dear God!' Even though he felt absolutely spent, Xander felt his dick twitch at that statement.

"Ok. it's official; I'm dead!" he groaned in wonder, his head dropping to the mattress. "That's gotta be it."

Xander stared at the ceiling, saying, "That spell last night... it must have killed me, and somehow there was a, a mistake and I ended up in heaven. That's the only explanation!"

Xander rolled towards her and smiled. 'You're so damn beautiful, how did I *ever* not see that!?' he chastised himself. Aloud he quietly said, "Willow you... you're like the best girlfriend in the history of girlfriends!"

Willow blushed and ducked her head, causing Xander to frown in concern. "Will? What's wrong?"

'Ok, huh?' Xander thought feeling suddenly confused and worried. "You don't like..."

Willow shook her head and looked up at him through her eyelashes, still blushing as she said, "No! I... I love it, it's like... I've dreamed of being your girlfriend..." She dropped her eyes again.

Xander goggled. 'You just licked my cum off of your hand, and 'girlfriend' makes you shy?' he thought dumbfounded. "You're weird, you know?" he said.

Willow's outrage cooled into a broad smile. "Well, I have to be, if I'm gonna be your girlfriend..."

Willow's smile faded and her lip quivered. As Xander looked into her eyes, he noticed them welling up with tears. He reached over and stroked her cheek, marveling at the soft, warm skin at the same time he worried about the sadness he was seeing.

She shook her head slightly, whispering, "I just... I can't believe you're here!" Her lips twitched into a tremulous smile as she added, "You... I'm so happy, Xander! I can't believe how happy you make me!"

'Morning breath be damned!' Xander thought, pulling the redhead in for a deep kiss.

By the time they came up for air, Willow was laying on top of Xander, their bodies pressed tightly together. Her hands were tangled in his hair, his were clutching at her butt, and his nearly erect cock was pressing into her soft tummy.

Xander chuckled, "I'm seventeen Will. That's gonna happen pretty much every time you kiss me. With you lying on me, naked? Definitely gonna happen then!"

Willow pushed herself up and away from him, looking down between their bodies. Their skin stuck together briefly as she pulled away.

He laughed at the look on her face as she looked back up at him. 'You're so cute with your nose all scrunched up like that!' he thought. His eyes tracked her as she climbed off the bed, watching her breasts bobble as she moved, the play of muscle under skin, the way her ass jiggled ever-so-slightly as she hopped down.

'I love your skin!' Xander thought, suddenly entranced. 'So pale and... and, it's like, glowy...'

Willow reached for the robe that was draped over the back of her chair, and Xander suddenly sat up and exclaimed, "No!"

Xander felt his face grow hot and he smiled, chagrined. "Sorry, it's just... don't," he said shaking his head.

'God, I can *not* believe I never noticed this before!' he thought as his eyes traveled down and back up her body. He bit his bottom lip, making another quick visual perusal, and then said, "Don't cover up."

"Xander!" Willow exclaimed. She blushed brightly, and her hands moved to cover herself as if she had just realized she was naked.

"Please don't," Xander said softly, staring intently into her hazel eyes. "I'm clearly the front runner in the blind idiot contest, but now that I finally see you... let me look," he said intensely. "You are so sexy!" he added, his voice low and passionate.

Willow dropped her eyes, but made no move to cover her self. After a moment, she said, "Come on, let's take a shower."

Though she didn't meet his eyes, Xander saw a grin on her face as she turned to go. 'Oh, hips are definitely swaying!' he realized happily as she walked away.

Xander was standing in the shower, with Willow leaning back against him as he rubbed lather all over her upper body, returning often to her breasts. "Why all the movies and books and stuff always have a shower scene, this feels awesome!"

Willow made a sound somewhere between a whimper and a grunt as Xander rolled her soapy nipples between his thumbs and forefingers. "Uh huh!" she nodded her head.

Sliding his hands around till he was palming her butt cheeks between them, Xander squeezed, massaged and stroked the supple flesh. 'God I love your body!' he thought. 'I don't know why I'm so nervous to tell you that...'

He couldn't help grinding his erection just a little bit against her soapy lower back as he thought, 'You make me so... I can't believe how much I want you again already!'

Xander stepped forward, guiding Willow into the shower spray. He sluiced the suds off of her body, his hands again moving all over her torso. "You're so sexy Willow!" he whispered in her ear, unable to contain himself any longer. "I love touching you!"

Willow turned in his arms, and he nearly melted at the passionate, wanton look on her face. 'I did that! I made her look like that! Oh yeah, I am the man!' he thought excitedly.

Licking his suddenly dry lips, Xander kneeled before his lover, maintaining eye contact the whole time.

His eyes remained locked on hers as he grabbed the dove and worked up a good lather in his hands. "Lift..." he asked, his hand on her left ankle.

A flash of auburn as his eyes moved down to her foot. 'Concentrate Xan, you'll get to that in a minute...' he thought. He carefully washed her foot, making sure not to tickle her. 'falling in the shower wouldn't be very sexy...'

He washed up to her upper thigh, stopping just short of the thatch of dark red curls that were right in front of his face. It was an effort to force himself to give her right foot and leg the same treatment before moving on to his primary target.

Grabbing the dove again, Xander first guided her right foot up onto the back edge of the tub, opening her legs up to him as he worked up another lather.

"Xander..." Willow said, sounding uncertain as his hands moved up between her legs.

'Right, gotta be careful,' he thought as he remembered her reaction earlier in bed. His voice filled with his concern and caring, Xander said, "Sore?"

Willow's grin was absolutely adorable as she shook her head and said, "Don't be; I'm not."

'God, I've unleashed a monster!' Xander thought at the twinkle he saw in her eyes. "I'll be careful," he assured her, feeling his own face breaking into a broad grin.

He began by covering her mound with his hand, slowly spreading the suds over her furred flesh. 'God, so soft! Like fur and silky over a sponge... ok, that doesn't sound very sexy," he thought as he stroked and petted.

'So, I'm no poet... she sounds like she's enjoying it just fine,' he thought with a smile at Willow's whimpers and moans. He smiled even more when, as he slid a finger in the seam of her nether-flesh, Willow gasped.

"Oh God yes!" she cried as he explored her hidden valley. The sounds she made got louder and more frequent as he played for several minutes. The cries of pleasure turned to dismay, as he pushed her back a bit and let the water flow down her torso, rinsing away the slippery lather.

Willow's hands shot out to the walls of the shower, as though to steady herself when Xander let his tongue dip into her navel.

'God I hope I do this right!' he fretted as he kissed and licked his way down to the center of his lover's sex.

He smiled against her skin and hair when he encountered moisture that was heavier and slicker than the water from the shower. 'Thank God!' he thought when the taste registered. 'I was so worried it would taste bad!'

Using his thumbs to open her outer lips, Xander gently lapped at Willow's pussy, slowly stroking up from her opening to her clit, which was just peaking out of the surrounding flesh. 'Not too bad! I can definitely get into this,' he thought, smiling at the double entendre.

"Oh God... Oh God!" Willow chanted, growing louder and louder. Her body quivered and began to shake. Finally, she wailed, "Oh God! Xander!" and began to collapse.

Xander quickly wrapped his arms around her hips, helping her slowly drop to her knees. 'Great Googly Moogly!' he thought proudly. 'I am *so* the man!'

Willow clutched at him, burying her face in the crook of his neck as she continued to shake for a few moments.

Xander held her tightly against him. "Oh, Will," he cried softly as his pride evolved into a warm, joyfulness. "Love you so much!"

For several moments, they remained like that, kneeling embraced, letting the warm water spray over them both. It wasn't long, though, before Xander noticed that Willow's nuzzling against his neck was growing more deliberate. Just as he began to enjoy the feel of her kissing his throat, she latched on, sucking his skin hard, even nipping at it a bit.

"Jesus! Willow!" he shouted, startled at the sensation. His erection hadn't fully subsided, but now it instantly sprang back to full tumescence. 'Good God, is she growling?!' he wondered at the vibrations he could feel.

When Willow pulled away and he saw the predatory smile on her face, he felt a nearly painful throb travel through his cock.

Xander climbed unsteadily to his feet. He didn't have time to even blink before she was on him, sucking powerfully and bobbing her head rapidly while pumping his shaft in one hand and fondling his balls with the other.

Grunts and groans were all Xander was capable of as she worked him. He had to struggle to keep his eyes open.

'Don't... want... to miss... a second!' he thought with what little processing power was available in his brain. Most of it was busy with the overload of visual and sensual pleasure inundating him.

Seeing the head of his dick sliding in and out of Willow's mouth over and over was an amazing image.

He might have described it as the sexiest thing he'd ever seen, except for the fact that he'd seen several other things in the past twelve hours that rivaled it. Plus, right now he would be hard pressed to say his own name, let alone verbalize that kind of complex idea.

"Nhga... Nnnhhgon... nnhhgonna..." he grunted out as his orgasm became imminent. He wanted to warn her, but was still stuck in the 'incoherent' mode.

Willow didn't miss a beat, even as he began shooting into her mouth she continued stroking and sucking. She did stop bobbing her head after a moment, visibly swallowing her mouthful of cum.

Feeling like he'd just been chased by a whole pack of vampires, Xander panted heavily, occasionally uttering, "Wow!" as he exhaled deeply. He groaned loudly when she released his deflating member with an audible 'pop'.

Xander's head nodded up and down like one of those bobble-head dolls. "Uh huh!" he grunted, still trying to catch his breath.

"Me too," she said, looking up through her eyelashes at him. "And, the other... with your tongue? I liked that too."

Xander smiled happily. "Good!" he said, his breathing finally calming down. "Cause I plan on doing it a lot."

An oddly comforting thought floated through his consciousness as the redhead blushed and ducked her head, 'Willow's still Willow.'

An hour later Xander was sitting in the corner of the couch in Willow's living room, holding the redhead on his lap.

After drying off and getting dressed- which Willow cruelly wouldn't do in front of him just because he kept trying to convince her it was better to stay naked all day- they had moved to the living room and talked. Xander told her about his conversation with Buffy, and how he'd been worried that she would turn him down. Willow explained that he was an idiot, and she would never have turned him down. Xander agreed that he had definitely been an idiot, and promised to try and do better. They had talked about getting up and going out for breakfast, but neither seemed particularly inclined to move from their comfortable position.

"It really is," he replied. "In fact, I think Willow-snuggles is definitely in the top five of my favorite things to do."

"Well..." he said, teasingly. "The other four all involve naked Willow-snuggles."

Xander stretched forward and kissed her ear, whispering, "Tell me it's not your favorite too."

'Hmm, I may have to tickle an admission out of her...' He was about to carry out his scheme when the phone rang, startling them both.

Xander looked over at a the clock on the VCR, saying, "9:45 am... I'm surprised she held out this long..."

"Hello? Oh, hi Buffy. What are you doing up so early on a Saturday morning?" Willow asked.

'This should be fun,' Xander thought, nuzzling up against Willow's free ear, lightly teasing the sensitive skin there.

Willow twitched away from his questing lips, obviously struggling to speak normally on the phone, "What? Did Xander call? Why? Is something wrong, was he supposed to call?"

Even though Willow's head was between him and the phone, Xander could hear Buffy's outraged, "That no good, dirty...!"

Willow laughed, "I'm just teasing Buff. We talked last night... in fact we talked some more this morning too."

Xander let his hands roam over her body as he purred against her ear, "Talking? Is that what you call it? I remember a lot of sounds, but I wouldn't call it 'talking'."

Willow twisted in his lap, shooting him a glare. Covering the receiver, Willow whispered, "Alexander Harris! You behave yourself!"

"What's that Buff?" Willow said as she returned her attention to the phone call. "Yeah, we were gonna go get some breakfast..." the redhead winced, mouthing 'Oops!'

"Um, yeah, he's here... yeah, came over this morning..." Willow said, clearly trying to evade Buffy's interrogation without having to actually lie- an activity at which she sucked.

"Um, yeah. Why don't you meet us over at the Pump?" Willow said, pulled back into the phone conversation again.

Xander's eyes widened in surprise. "You're inviting her to breakfast?!" He mouthed in shock.

Willow shrugged, looking like she was lost and helpless to avoid the downward spiral she was on. "Um, yeah, half an hour. So, we'll see you there!" she said, sounding rushed and then hanging up the phone suddenly.

He laughed, thinking, 'She's *so* gonna figure it out! Willow can't lie to save her soul!'

She looked at him with outrage. "And what about you, Xander! I can't believe you, mphffh."

Xander interrupted any impending rant right at the source, kissing his girlfriend soundly.

Several moments later, Willow was straddling Xander's lap, pressed against him from crotch to chest with her hands tangled in his hair. Xander had one hand around her lower back, and the other cupping her denim wrapped derrière.

Willow pulled her mouth away and breathed deeply twice before saying, "Why was I mad at you?"

"Umm..." Xander said, breathing deeply himself in an effort to get some oxygen to his brain so it would start working again. "I think... cause I was teasing you while you were on the phone?"

"Oh yeah... Bad Xander- don't do that again..." Willow muttered before initiating the next kiss.

"There you are!" Buffy exclaimed as Xander and Willow approached the Espresso Pump hand in hand. The blond Slayer was sitting at one of the outdoor tables.

'Either Buffy's on her second cup- or she's drinking them two at a time now,' Xander thought as he took in the scene.

"What took you guys so long?" Buffy demanded, even as she looked down at their joined hands with a smile on her face. "You said half an hour and it's been, like, almost an hour!"

"Are you ok Willow?" Buffy interrupted, sounding concerned. "You're walking kinda funny,"

Looking back to Xander, Buffy face scrunched up as though another unusual thought had just struck her. "Is that the same thing you were wearing last..." she trailed off as her jaw sagged open and her eyes grew wide and round.

Xander swelled with masculine pride, but had just enough forbearance to remain silent. 'No way am I risking my access to naked Willow-snuggles!'

After several seconds, Willow, still blushing, whispered to Xander, "I think we broke her!"

Snapping out of it, Buffy hopped off her stool and grabbed Willow's hand. "Oh, you and me are *so* gonna talk!" Buffy said sternly as she dragged the redhead toward the restrooms, leaving Xander at the table without a word to him. "You owe me some details, Missy!"

"Oh boy!" Xander sighed. 'I'd better get some coffee, I think I'm gonna need it!'

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All Saint's Day

by The Bear

Copyright © 2003

TheBear@papa-bear.com