Directed Study by Elisabeth

Rating: R
Disclaimer: I claim no ownership over these characters. I am merely borrowing them from Joss et al.
Distribution: Willow's Dragony Dreams: http://www.dragonydreams.com/
The Mystic Muse: http://mysticmuse.net
Spoilers: Season 2.
Feedback: Yes, please.
Pairing: Willow/Angel

Summary: Willow and Angel independently decide to break up with their significant others. What does this mean for the two of them? Sequel to 'Requested Coaching

Three days after Willow's French lessons found Buffy crying on her shoulder during an impromptu Girls Only sleepover at Willow's.

"It came out of the blue," the blonde wailed, looking nothing like the powerful Slayer and every bit the seventeen year old girl that she was. Willow handed her a tissue as she continued to sniffle. "I thought everything was going great."

"There were no warning signs?" Willow sympathetically asked, trying to keep the guilt out of her voice.

"None!" Buffy confirmed. "I mean, he's been a little distant lately, but I figured that was because he wanted to keep me safe from Spike and Drusilla. And then tonight…" Buffy began to sob again, unable to finish the horrible sentence.

Willow inwardly sighed in relief that Buffy couldn't see her wince at the blonde's renewed crying as her face was once again buried in a tissue. Willow had been afraid something like this would happen. She was wracked with guilt, knowing that SHE was the reason her best friend was currently in so much pain.

Buffy sniffled a couple more times and blew her nose before replying. "I went over to Angel's tonight because I hadn't seen him in a couple of days. He seemed grumpy and disappointed to see me."

"No, I didn't. In fact, I called him on it." Willow held her breath, already knowing the outcome. Buffy's voice cracked as she admitted, "He said that he couldn't "do this" anymore. It was too hard for his demon to be around me to continue any kind of a relationship with me."

"He dumped you because you're the slayer?" Willow questioned, knowing that it was only an excuse.

Buffy nodded her head. "It felt like he was holding back, like that wasn't the real reason, but he insisted that it was. He said that whenever he's around me he tries to ignore the awful things the demon whispers to him, but the closer we've gotten, the harder it's been to ignore. He said that he needed to end it before he lost control and did something he'd regret."

"He probably does, but not as much as he would regret killing me," Buffy defended.

Willow pulled her friend into a comforting hug. She wanted to be the friend that Buffy needed. But it wasn't easy when she was rapidly falling for her best friend's boyfriend – ex-boyfriend.

Her mind was awhirl with what that meant. Willow hadn't talked to or seen Angel since she had approached him at this apartment. She knew she was becoming addicted to his kisses… to him. Every time she was with Oz she couldn't help comparing him to Angel, and find him lacking – in technique, passion and desire. She realized that kissing Oz was like kissing a friend, not a potential lover. Angel kissed her like a lover.

Exhaustion finally overtook Buffy and she drifted off to sleep. Willow laid her gently on her bed, empathizing with her friend. She knew how much the blonde loved Angel. Quite frankly, Willow couldn't blame her. She was afraid that she was falling in love with him as well.

A knock on her French doors shocked the redhead out of her thoughts. After glancing to make sure Buffy was still asleep, she cautiously made her way to the doors. She wasn't surprised to see Angel standing guiltily on the balcony.

She quickly opened the door and stepped outside, closing the door behind her. "What are you doing here?" she fiercely whispered. "Buffy's in there crying her eyes out because she was just dumped by her boyfriend."

"I know," Angel quietly told her, a ghost of a smile on his face. "I was there when it happened. And I've been watching you."

Willow tried to glare at him, but she couldn't make it last long. Taking a step closer, she asked again, "So why are you here? Why did you do it?"

Angel tucked a stay lock of hair behind her ear, resting his palm on her cheek when he finished. Looking into her eyes he said, "I think you know why."

Willow felt like she was drowning under the weight of the intensity of Angel's eyes. She leaned into his caress, stepping closer until their bodies touched. She wrapped her arms around him, holding him close as a shudder ran down her spine at the contact.

"I was gonna break up with Oz tomorrow." She pulled back to see his reaction to her news.

She was greeted by his shocked expression, which slid into a grin under her eyes. "You were?"

"Uh-huh," she nodded. "I felt guilty being with him, when all I could think about was kissing you," she admitted with a blush.

"Those were my reasons exactly," Angel agreed. "I didn't want to hurt Buffy, but I knew it was wrong to continue to be with her when I'm growing inexplicably more attracted to you."

Angel lowered his head to meet Willow's waiting mouth. He moaned at the feel of her warm lips against his. It felt like it had been ages since the last time he had kissed her, not mere days. His lips parted and he pulled back a bit to lightly nibble on Willow's lower lip. One of her hands found its way into his hair as the other caressed the nape of his neck, holding him close. She darted her tongue out to tease his lips, showing she remembered her coaching. Angel mimicked her actions, beginning a playful dance.

Willow didn't know how long she had been kissing Angel, but she was pulled back to reality by Buffy's groggy voice calling out for her. Willow froze in Angel's arms, hoping that by standing still she'd become invisible. Guiltily she looked up at Angel and pulled out of his embrace.

Willow pulled away, reluctantly, and moved towards the door. She peeked in the window to make sure that Buffy hadn't seen her and Angel together. Sighing with relief to find her friend watching her small TV, Willow opened the door and stepped inside.

"Yeah," Buffy sighed. "I kept dreaming of Him. I made myself wake up. Where were you?"

"Just on the balcony. It's a nice night and I wanted some fresh air." Willow babbled. "Can I tell you a secret?"

Willow sat on the bed next to Buffy and told her conspiratorially, "If this were tomorrow, we'd have reverse roles."

Buffy blinked in astonishment. "But I thought things were going great between you."

"They are, or were." Willow settled more comfortably on the bed, picking up a stuffed animal and idly picking at it as she tried to figure out how to explain her decision without giving Buffy the real reason. "I think I was more interested in Oz because he seemed interested in me than because I really wanted to be with him. I mean, yeah, he's cute and funny and cool 'cause he's in a band. But what do we really have in common?"

"Not really. I mean, I am 'cause I help you with the research and stuff. But Oz was kinda forced into it. He only knows about vamps and stuff because of me. Plus the whole werewolf thing was just forced on him."

"Tell me about it. We always had to be careful so that I wouldn't get bit." Buffy raised an eyebrow, silently questioning how much danger Willow could have been in. She rushed on. "Not that there was THAT much of a risk. Get your mind out of the gutter. All we did was kiss a little. But there's still a risk of teeth."

"Hey, dated a vampire. No need to warn me about teeth," Buffy agreed. "So slumber party at my house tomorrow to take care of you?"

Willow gulped. "Ah, no. I don't think I'm gonna need it. I'm gonna be the dumper this time, so I shouldn't need the whole comfort thing. We can just mope together tonight and get it out of my system."

Buffy didn't seem convinced. "Are you sure you're not going to want the company? I thought your parents were leaving tomorrow for that seminar. You're going to be all by yourself here."

"That's kind of my point. I want to be able to be by myself for a while to process everything. I'll give you a call after it happens and we can talk, but I want the night to be for me, to reassert my independence."

"Are you sure?" Buffy pressed, not wanting to seem like a bad friend for letting Willow be alone on the day of her break-up. Willow may be the one doing the dumping, but she'll still be in pain.

Thinking about Angel's intended visit, Willow nodded. "I'm sure," she stated firmly.

Willow's break-up with Oz went about as expected. He was surprised to say the least; and inwardly believed that she wasn't giving him the whole truth. All she would say by way of explanation was that she didn't feel the same way about him as he did about her. When he asked if there was someone else she blushed and said that there was, but refused to say anything more, much to his relief. Willow insisted that she didn't want to hurt Oz, which was why she was ending their relationship now, before things went any further. Oz hid his pain and said he understood.

After school Willow and Buffy had a good cry together over their mutual losses. Buffy tried again to get Willow to stay at her house that night, but Willow refused, saying that she wanted to be alone to remember the good times with Oz so that he would always be a fond memory. Buffy bought it.

Now Willow was waiting for Angel to arrive. She didn't know why she was so nervous about seeing him tonight. Maybe it was because he was coming to her home by request. Maybe it was because her parents were gone for the week, leaving them alone in the house – although they'd been alone at Angel's too. Maybe it was because they were both single now. One would think that the fact that they were no longer "cheating" on their significant others would be a source of relief, not tension, but it was making the redhead edgier. This would be the test to see if he really wanted her, or if it had just been the thrill of meeting secretly, the danger of being caught, that had attracted the vampire. But then again, he had broken-up with Buffy first…

Willow stopped to glance at herself in the mirror on one pass around the room. Her hair was in two braids, one resting on each shoulder. She debated combing them out so that she didn't look so childish, but decided to leave them as is… this way Angel would have easy access to her neck, she grinned.

Continuing with her appraisal, Willow regarded her wardrobe. She wore a short sleeved round-neck t-shirt under a light sweater, fastened by one button just under her breasts. The sweater matched the base color of her skirt, which rested mid-thigh. She had matched her tights to the shirt. Sneakers complete her usual look.

The rap on the glass of the French doors startled Willow out of her self-appraisal. She tried to calm the butterflies in her stomach as she approached the doors. The butterflies grew more restless as she opened the door for Angel.

His eyes had followed her form as she crossed the room to him, his desire for her growing with each nearing step. He looked incredibly sexy in his burgundy silk shirt and black slacks with his black coat hanging open. In his hands was a single rose, the petals an unusual shade of red-orange, the color of Willow's hair.

Having been invited in before, Angel crossed the threshold into her bedroom. His step brought him right in front Willow. "Hi," he greeted her, brushing his lips against hers in a brief kiss before moving into the room.

Willow closed the door and glanced nervously at Angel. She wasn't sure what to do now that they were alone. She wasn't sure what was expected of her.

"It's beautiful," Willow praised, taking the flower from him. "I don't think I've ever seen a rose this color before."

"It was specially bred. There's a greenhouse that I know that has roses every color imaginable. This one reminded me of the color of your hair."

Willow blushed at the compliment. "I'm just going to put this in water. Make yourself comfortable." Willow practically ran from the room to distance herself from the impossibly sexy vampire standing in her bedroom.

Angel chuckled to himself at the redhead's hasty retreat. He didn't blame her. If she was even half as nervous as he was, she had every reason to flee. Of course he would never admit that he was nervous to be around her… that this slip of a girl made him want to run from the powerful emotions she evoked in him. He didn't understand why he was so drawn to her. He wanted her; of that he was certain. He wanted to make love to her, but didn't want to rush her.

Her "lessons" had given him much in the way of hope that his desires would eventually be fulfilled. She was an eager, and apt, student. Her inherent sensuality rose to the surface around him. Her fire and passion made themselves known. He wanted more of her fire, her sensuality, her innocence… and now there was no one else in the way.

Willow returned to the room carrying the rose in a slim vase. She set it on her dresser before finally turning her eyes to Angel. He had removed his coat while she was gone and it now lay over the back of her desk chair.

"I mean what now?" she sighed. "I mean what are we supposed to do?" Angel raised an eyebrow as the corner of his mouth lifted in a sexy grin, causing Willow to blush.

"What do you want to do?" he asked in a low, husky voice that honed in on the redhead's muscle control, turning her limbs to jelly.

She leaned against the solid frame of the body now standing only inches from her own. Looking up into his eyes she innocently suggested, "Continue my lessons," in a voice completely at odds with the impish gleam in her eyes.

"And that would bring us up to…" he huskily tried to get her to clarify, knowing exactly what was to come next.

"Second base." She succinctly said, leaning into him, pressing her chest into his to demonstrate the point.

Angel answered her by lowering his head to capture her lips in a fierce kiss. His arms wrapped around her body, holding her close as his tongue begged entrance to her mouth. Willow readily welcomed him, her hands gliding over his back, a task made easier by the silk of his shirt.

When Angel pulled back to let Willow breathe he took her hand and led her to the bed, requesting, "Come."

Willow found that she was unable to stop herself from following him as she warily eyed her bed. Her heartbeat sped up as thoughts of what couples eventually did in a bed raced through her mind. She knew she wasn't ready for that yet. She hesitated when she reached edge of the bed frame, suddenly nervous eyes raising to meet Angel's.

He'd heard her heartbeat increase as she neared the bed and saw how she now nervously looked between him and the piece of furniture. His concern relaxed as he realized what she must be thinking. He placed himself between Willow and the bed, raising her chin so that she met his eyes.

"Nothing will happen that you don't want to," he reassured her. Still seeing her doubt he asked, "Do you want to go downstairs? Would you be more comfortable in the living room?" Willow thought of the uncomfortable furniture that was downstairs – furniture meant to look good rather than provide comfort – she shook her head. "Do you want to go first?" he asked.

She looked at him quizzically. How could she go first? He was a man; he didn't have breasts.

In answer to her unasked question, Angel raised his hands to his shirt and began to unbutton it. Willow placed her hands on top of his, stilling his movements, taking over for him. Angel smiled at her concentrated expression as she began to undress him.

Willow couldn't believe what her hands were doing. It was like she was on automatic pilot. Her hands glided from one button to the next, easing the small piece of plastic from its hole, feeling the solid chest beneath the material. Unconsciously she held her breath as the material was opened down to where it disappeared into his pants.

She glanced back up to Angel's face and raised her head to kiss him. She gently moved her lips against his as her hands began to pull his shirttails out of his pants. Her hands worked their way around his body until all of the material was free. Courage gathered, she settled back and opened the last button.

Her bottom lip found its way between her teeth as Willow settled her hands on the pale flesh showing between the edges of the shirt. Ever so slowly her hands moved upwards, separating the material even more. By the time she reached his shoulders even Angel was holding his (unnecessary) breath in anticipation. Her hands moved over his shoulders and down his arms, moving the material off his body as she went.

Willow stepped back to fully admire Angel's sculpted torso. She met his lust-filled gaze saying, "You're gorgeous."

Her hand, shaking slightly, reached out to touch the firm chest before her. Her gentle touch was like fire on Angel's skin. Willow tentatively explored his chest and stomach with her fingertips. Ghosts of touches that wreaked havoc on Angel's self-control. She could feel the muscles in his stomach clench as she traced them. Finally she brought her fingers over his nipples. She gasped as they began to pebble under her touch.

Angel's head tipped back and a moan escaped his throat when he felt Willow's lips against his skin. His hands came up to rest on her head, encouraging her actions. He wanted to run his fingers through her hair, and therefore was able to distract himself from her actions by unbraiding her hair.

Willow was only slightly aware of what Angel's hands were doing as she delighted in the taste of his skin. He wasn't nearly as cold as she had expected him to be. From the close range of having her head against his chest, Willow studied the tight nipple before her. She nudged it with her finger, she pinched it lightly (drawing a rumbling noise from Angel that sounded a little like a growl, but not as menacing), and finally she ran her tongue over it.

Angel's knees nearly buckled when Willow began to lick at his nipple. Pulling her with him he carefully backed up until his legs were braced against the bed, giving him some much needed support. His strength gave out completely when Willow suddenly changed sides and without warning lightly bit his previously untouched nipple. With a strangled moan he sat down on the bed, hard.

"No," Angel was quick to reassure her. "Definitely no pain here. Although maybe its time for me to return the favor."

Knowing the girl was nervous, despite her eagerness at exploring him, Angel began slowly. He settled himself more comfortably on the bed and pulled Willow between his parted legs. He reached up and brushed her now freefalling hair out of her face and brought her mouth down to his. Willow kissed him eagerly, running her hands through his hair, relishing the height advantage she now had.

As he kissed her, Angel's hands began to explore Willow's upper body, over her clothes. He slipped his hands under her sweater and ran his hands up her back, and then back down and over her sides, his thumbs running just under her breasts before trailing down her stomach. His hands ran back up until he reached the single button holding her sweater on. He quickly unfastened it, running his fingertips between her breasts up to her shoulders, where he removed her sweater as she had removed his shirt. Willow released her hold on Angel to allow the material to fall to the floor.

Angel ran his hands down Willow's arms, aiding the sweater's decent. When he reached her hands, he placed them on his shoulders with a grin. Willow tried not to laugh as his fingers ran up and down her sides. Finally she could no longer hold it in and burst into a fit of giggles.

His hands gently ran over her breasts, never pausing in their movements – his fingertips circled around the mounds, his knuckles brushed over the swell and over her nipples, his thumbs caressed the undersides. Once she had fully relaxed into his touch, Angel locked eyes with Willow and ran his hands down to when her shirt disappeared into her skirt. Willow nodded her head and Angel began to pull the material free, working his way around to her back. Bringing his hands back to her sides he slipped his hands under her top and began to slowly raise the material. Willow was so focused on the desire she saw in his eyes that she no longer felt ticklish. She barely even noticed as his thumbs passed over her breasts on the way up. She pulled the top over her head and looked back down at Angel. His eyes were no longer on her face.

As Willow removed her shirt, Angel's eyes drifted to the object of today's lesson, covered in a simple white cotton bra. He had known that her breasts would be small, that was obvious even under her clothes, yet to him they looked perfect. He observed how her entire chest began to pinken as Willow blushed under his perusal.

"Are you okay?" he quietly asked, drawing his hands up her back to the clasp of her bra. Willow smiled and nodded her head. This was all the reassurance Angel needed and he deftly removed her bra. He tossed the material to the floor and slowly brought his eyes back to the naked chest before him.

He was right; she was perfect. He could sense her body beginning to tense again under his stare.

Willow inhaled sharply at the contact, his cooler skin working like air conditioning on her naked flesh, instantly hardening her nipples. He trailed his fingers over her sensitive breasts sending shivers down her spine. He traced the areoles, before lightly pinching her nipples between forefinger and thumb. Willow whimpered, resting her hands on his shoulders.

Angel glanced up and saw that her eyes were closed. Taking the opportunity to surprise her, he captured a breast with his mouth. He sucked the entire thing into his mouth before easing back to suckle at her nipple.

Willow's nails lightly dug into his broad shoulders as she moaned at the new sensations coursing through her body. She moved one hand to the back of his head, holding him in place, encouraging his actions.

Angel grinned around his mouthful, extremely pleased with her reaction. He switched his attention to her other breast, moving a hand to caress the one he just abandoned. This time he laved her nipple with his tongue, tasting her. He licked his way around every bit of raised flesh, creating goosebumps in his wake.

As his teeth teased her skin Angel had to fight for control of his demon. That slick voice in the back of his head that was encouraging him to sink his fangs into her pale, smooth flesh. 'If her skin tastes this good, just imagine what her blood will taste like,' it whispered to him. Angel forced the voice aside and began to lick and nibble his way down her stomach, where the temptation wouldn't be as great.

As he neared her skirt the need to bite her began to lessen, but the need to go further with her began to grow. He was suddenly assaulted by the scent of her arousal. How he'd not noticed it before baffled him. He told himself he'd been too preoccupied to notice it. This close to her center there was no denying how turned on she was though. He felt himself harden even more, grateful that his head was blocking her view of his lap. Time to switch tactics again.

He kissed his way back up her belly and chest, pausing to pay homage to her breasts again, on his way up to her shoulders. He moved her body so that she was now sitting next to him on the bed. He crawled behind her, peppering her shoulders with kisses. He gathered her hair and moved it off to one side, baring her neck. Knowing about her neck fetish, he paid particular attention to that part of her body, licking and nibbling at her flesh to her mewls of pleasure.

Willow turned her head to capture his mouth, deciding that had been far too long since their last kiss. Her tongue sought purchase to his mouth, and was readily granted access. Angel's hands circled around her body, caressing a breast in each hand.

Willow turned in his embrace, never breaking the kiss, as she rose to her knees on the bed with him. She scooted closer to him until her chest was pressed against his. They both moaned at the contact, renewing the passion of their kiss.

Angel felt Willow lean against him even more, rubbing against his very obvious arousal. Not wanting to scare her, and to stop himself from ravishing her, he placed his hands on her hips and pushed her away.

"We have to stop," he panted – in effort to gain control, not for lack of breath.

"No," he quickly told her. "You did nothing wrong. You were amazing. You are amazing. I need to stop before I'm not able to." The look he sent her was pleading.

Willow cocked her head to the side, trying to figure out what he wasn't saying. Her eyes ran over his body as she thought, growing wide as she realized what she had felt pressed against his belly. Her face, and chest, turned bright red and Angel knew she had figured out what he meant.

"I'm sorry," she mumbled, looking anywhere but at him, and crossing her arms over her chest suddenly aware of her nakedness.

"What do you think you have to be sorry for?" Angel asked, raising her chin to look at him.

"That, is nothing to be sorry for," Angel smiled. "That is simply my body's way of reacting to yours. You have no idea how desirable you are do you?" Willow shook her head in denial.

Angel ran his hands through her fiery hair as he spoke to her. "You have so much passion hidden inside you, Willow. What we were doing just now turned me on so much; you have no idea how much I want you right now. And you want me too. I can smell your arousal," he confided, causing her blush to deepen.

"There's nothing to be embarrassed about, little one." He placed a kiss on her forehead. "Tell me what you're feeling, right now."

"Like I said, there's nothing to be embarrassed about. What else are you feeling? What is your body telling you?"

Willow sat down on the bed and closed her eyes to concentrate on what her body was telling her. Her skin was buzzing from being so close to Angel and there were tingles in her belly, and moisture between her legs. She opened her eyes and whispered, "I can't tell you."

"Let me guess then?" he requested. At her hesitant nod, he began, "Your breasts are probably a little sore from the unusual attention." Willow thought about it briefly and nodded. Angel brushed a thumb over a nipple before continuing down to her abdomen. "You've got tingles or a tightness in your belly." She nodded without thought this time. Angel quickly brushed his hand over the front of her skirt before pulling it away. "And I'm guessing that your panties are more than a little wet." Willow blushed furiously and nodded.

"Yes, it does. Your body does, but your mind isn't ready to. I know this and so do you." Willow nodded in agreement. "That's why I stopped," he told her, then added, "That's a lesson for another day."

Willow sighed in relief as what he was saying finally sunk in now that her hormones had backed off a little.

"No, thank you," he countered. "It means so much to me that you seem to want me as badly as I want you."

"Oh, I do," she agreed, that mischievous light returning to her eyes, her hand trailing over his chest. Angel growled playfully at her teasing.

A serious look crossed her face and she paused her actions to look at his face again. "Do you think… I mean if you're able to… Do you want to stay here tonight?"

Angel blinked in surprise. That wasn't something he'd expected her to ask him. "What about your parents?" he cautiously asked.

"Out of town for the week. They left for a seminar this morning," she told him. "I can cover the windows."

"Well that's a given," he lightly commented. He brought a hand up to caress her face. "I'd love to spend the night holding you in my arms."

"Good, because that's what I want too. Well, obviously because I asked you to stay. But I didn't say it was because I wanted to hold you…"

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Directed Study

by Elisabeth

Copyright © June 2003

dragonydreams@yahoo.com