She thought about the outfit she'd worn recently. She'd looked good in leather if Oz, Xander and Giles' reactions were anything to go by. Making a decision, she slipped on a pair of jeans and a plain white T-shirt. She glanced at the phone and thought about calling Oz. Shaking her head, she left her room and her house, her first destination clear in her mind.

Xander opened the door and smiled at Willow. He'd been shaken by how horribly empty his world had felt when he'd thought she was gone. She stood there, slightly breathless as though she'd been running. "Hey Will. What's up."

"I need your help."

A shock of excitement ran through him. Even if it was something small, she *needed * him. "At your service. What can I do for you?"

"I need a ride."

Okay. *That* didn't give him some visual imagery to work with. He reached for his coat and motioned to his Uncle's car. "Let's go."

He held the door open for her, but she didn't seem to notice. She seemed…preoccupied.

"Everything okay, Will?"

"Just fine. We need to go out of town. Maybe a ways. Is that all right?" Her green eyes met his and he nodded.

"Sure, where are we going? Or what are we looking for?"

"I'll know when I find it."

Xander rubbed his eyes with one hand. They'd been driving for hours, barely talking. Willow was lost in her thoughts, leaning against the car door with her feet tucked up under her. She scanned the streets as she guided him to a somewhat…active area.

His eyes widened. "Will?"

She pointed. "Park there."

He did as she asked, turning to her after shutting off the car. "Will? Are you sure this is the place we're looking for?" They were very obviously in an alternative lifestyle section of whatever city they were in. He'd driven through so many; he wasn't even sure where they were.

Willow looked at the storefronts, hoping she appeared much braver than she felt. Tattoo parlors, piercing shops, head shops, video stores…she finally saw what she wanted and got out of the car.

Xander scrambled out after her and hurried to catch up. He grabbed her hand. She smiled gratefully, knowing she'd made the right choice in asking Xander. Oz would humor her. Xander would…well, accept probably wasn't the right word, but he certainly wouldn't judge. "Where are we going, Will?"

Her eyes ventured to a couple leaning against a car, doing a fair imitation of copulation. She quickly looked away. Xander smiled and pulled her closer to him, putting his arm around her. He let his thoughts drift into forbidden territory for a moment, thinking that they made a good couple. Tonight especially. They were both in jeans and white T-shirts, although his was covered with a jacket. He looked over at her and tried in vain not to notice the sharp outline of her nipples against the fabric.

"Are you cold?"

She shook her head, pretending she didn't see where he was looking. Tonight felt too…alive to ruin it with an argument. "No. Invigorated."

Invigorated he could live with.

Willow tugged on his hand and pulled him into a lit doorway. She pushed the door open and stepped inside, inhaling the scent of incense and something else she was reluctant to identify. Xander's grip tightened on her hand as he looked around.

They were in a sex shop. Willow had brought him to a sex shop. She released his hand and walked along the walls of the store. Her eyes widened slightly at the sheer variety of products, not to mention the different sizes, shapes and…accoutrements.

"Will? Do I want to know what we're looking for?"

A tall, dark hairdo man stepped up to them. His hair hung down past the bottom of the short, leather skirt he was wearing. "Can I help you two find anything? Or did you want…" he gestured to the closed curtains that lined the back wall.

Willow cleared her throat. "Do you have clothes?"

"Clothes? Lingerie?"

"No…um, leather."

"Sure. Right up the stairs." He pointed the stairs out to them and walked away. "If you need help, holler. But holler loud, otherwise I might just mistake you for…" he again gestured to the curtains.

"Willow?" Xander's voice was a strangled whisper. "What are you doing?"

"I want to look." Her green eyes focused on him. "Please?"

Could he refuse her anything? He pulled her toward the stairs, leading the way up them. They came to the second floor and he gasped. The entire upstairs was filled with clothing of every shape and size. His eye automatically went to the small, silk bras and panties hanging from a metal waterfall. "I'm gonna go look around."

Willow smiled as he disappeared into his own private fantasy world. She certainly couldn't begrudge him his, as she was here to fulfill her own. She wound through the aisles, fingering some of the wares before she came to the leather section. She caught her breath.

Maybe vices weren't so bad.

There was a black leather bustier, similar to the one her doppelganger had worn and, of course, black leather pants. She touched the red silk that lined the breast cups and remembered the look both Xander and Giles had given her.

"Hey, look at those." She whispered with a slight laugh. Still, the similarity to a vampire was dangerous in Sunnydale. She moved on trying to find something a little more suited to her taste.

"I have just the thing." A short, orange-haired woman walked out from behind the counter. "Grab those." She pointed to a pair of pants hanging near Willow.

"Okay." She picked them up, following the woman as she grabbed items of the racks. She pushed Willow gently into a dressing room with the garments. "Try these two first."

Willow shut the curtain and stripped off her clothes. The pants were a little tight, but she found she kind of liked the sensation. She hooked the leather bra around her and slipped her arms into the straps. Pushing the curtain aside, she stepped out for the woman's opinion.

Xander stared. The short woman had come to get him, leading him over to one of the curtains. The offers of the guy downstairs worried him until Willow stepped out from behind it. "Willow…"

She blushed but managed not to cover herself. "You like it?"

"Like would be a very mild form of what I'm feeling." He shifted from foot to foot, trying to readjust his suddenly very prominent erection without her knowing.

She grinned and disappeared behind the curtain again. The sales clerk walked away and Xander quickly shifted himself. He stood there, trying to distract his mind from what was happening behind the curtain. Trying not to imagine the cool leather slipping away from her ivory skin and red silk panties. Not that he thought she was wearing red silk panties, he admitted. But he certainly wouldn't have minded if she were.

She stepped out again and this time he had to reach for something to support himself. This time she was clad in a leather skirt shorter than anything Buffy had ever worn. He raised his eyes to her chest and gulped. The red silk shirt was unbuttoned almost all the way and the leather bra was clearly visible. "What about this one?"

He squeaked.

She looked up at him quickly, reading his thoughts in his eyes. "I think I'll get them both."

He nodded vigorously.

"Do you think I should buy something to wear…underneath?"

This time, he couldn't even manage a squeak, simply an exhalation of air.

"What color do you like?"

"Uh."

Her green eyes were twinkling with laughter as she cast a quick glance down at the bulge in his jeans. His eyes were fixated on her breasts. She put her hands behind her back, allowing her chest to jut forward, pulling the silk further apart.

"Ah…"

"Red?"

"Uh."

"Black?"

Xander couldn't talk. He was barely making sounds. His breath was coming fast but none of it seemed to be getting to his brain. And all of the blood was headed south.

"I think red. It was always your favorite." Willow moved past him, the silk brushing his hand. She couldn't believe she was doing this. She couldn't believe that simply changing her clothes could give her so much more freedom. She couldn't believe she was flirting so openly with Xander. She couldn't believe she was torturing him.

He managed to gulp down some air. "Red. Red is good." He slipped his coat off in the exceptionally warm room.

"Why don't you look around for a leather jacket. I think you'd look sexy in one."

He tossed the denim jacket he'd been wearing into the dressing room and moved to the racks of leather. He handled several, looking for the perfect one, although he had to admit his attention was mostly devoted to the woman moving closer.

"Will?" He slipped one off the hanger and put it on. "What do you think of this one?"

The images that had flashed through her brain during Anya's spell returned as he modeled the jacket for her. "That one. Definitely."

He looked at the price tag and gulped. "Maybe not."

Her hand touched the lapel before it ran over his chest and down to his belt. "My treat. For the chauffeur."

"I can't let you…"

Her hand slid even lower, caressing him through the material of his jeans. "Yes. You can."

Xander closed his eyes and tried to control his body's response to her. He wanted nothing more than to move his hips and show her what she did to him. Struggling mightily, he pulled away. "Okay. You want to get them now?"

She nodded and disappeared into the dressing room. Gathering their things, she carried her regular clothes to the counter. "Can we wear these out?"

The sales clerk nodded and began removing tags. Willow paid with her father's credit card and took Xander's hand. "My birthday present."

"Your father's going to flip."

"My father's not going to know."

They moved down the street, their new clothes giving them a confidence they'd previously lacked, although Willow's eyes still grew wide as they looked into some of the establishments that lined the street. Xander stopped outside one store and tugged on her hand.

"What?"

"Come on. I went where you wanted to go. You have to return the favor." He opened the door for them and let her precede him inside. She shook her head.

"Xander, this is a tattoo place."

"We're both eighteen. Besides, I don't want a tattoo."

She looked over to the chair on the right side of the room where a girl was sitting, her breasts bared. The sharp needle pierced her flesh and she hissed. Willow's knees trembled. "I'm not doing that. I'm barely up to showing them. I'm not getting them pierced."

"Who said anything about you?" Xander grinned his impish grin.

"You?"

"Why not?" He untucked his shirt. "What do you think? Right or left?"

"Xander!"

"Or maybe my tongue?" He leaned closer until his lips were against her ear. "I hear that a tongue piercing can make…certain things much more pleasurable."

Willow's knees grew weak and she clung to him. "Tongue."

"Tongue it is." The object of discussion darted out and he licked the skin just beneath her earlobe. Her breathing sped up as he sucked the soft flesh.

"Can I help you two?"

Xander stepped away from her, although he didn't release his grip. "I'd like to get my tongue pierced."

"And for the lady?"

"Nothing for her."

Willow looked down at her outfit and shook her head. "I want a tattoo. A tribal dolphin. On my ankle?"

Xander grinned wolfishly. "Whatever the lady wants."

"What do you think?" Willow lifted her leg to show off the boot. Xander managed not to notice the shoe at all as her posture gave him a perfect view of exactly what color her panties were. Oh, Gods. They were red.

"I think you should stay like that for the rest of my life."

"The shoes, Xander."

"Very nice." The boots went up to her mid calf and highlighted the long legs that had made her seem so gangly in fifth grade. Gangly was not an adjective that described her any more. "Another birthday present?"

"Yep. Dad said I could spend as much as I liked."

"I'm going to guess he doesn't expect you to come home with more leather than most cows have and a tattoo."

"Not to mention a best friend with a pierced tongue?"

"I don't plan on mentioning that to your father." He watched her walk in the boots, seeing how they felt. He let his gaze travel up her smooth skin until it reached the bottom of the skirt. His cock was so hard it was painful. He hadn't quite figured out how he planned on getting them home.

The only thing he knew was that he couldn't be in a car next to her in that outfit without pulling over to the side of the road and taking her.

He looked up, embarrassed. Willow's dark gaze burned into him and she walked closer, until there was barely an inch separating them. "Xander?"

"Yeah, Will?"

"You want to try out that piercing?"

It took all of Xander's self control not to explode right there. As it was, he barely managed. "Willow, if you're not careful, we're going to have to buy me some new clothes."

"You didn't answer my question."

Xander took a deep breath and pulled her against him. His lips found hers and his tongue pushed past her lips. It was still sensitive, but the taste of her was too intoxicating not to press the advantage. He sucked on her tongue, running the hard knob of the pole against her. She shivered in response, sliding one of her legs between both of his.

He pulled away from her, his entire body shaking. "Willow…we need to stop."

She nodded and picked up their packages. She paid for the shoes at the counter and led the way back to the car. He walked behind her, cursing his conscience. They were both so wound up, he could have taken her in the store. Her ass swayed slightly as she walked and he realized again what a gorgeous woman Willow had grown up to be.

She turned as if she felt his eyes on her. "I want to put these in the trunk and look some more. Is that all right?"

"Do you promise to behave?"

"Depends on your definition." She waited patiently as he unlocked the car. She dropped the bags inside and started back to the first store they'd been in.

"Why are we headed back here?"

Her smile was predatory. "You're going to need some new clothes."

Xander stood in one of the downstairs dressing room and tried not to look around. This was obviously not your average, everyday dressing room. There were hooks for hangers, but there were also hooks in the ceiling. The floor was a soft, plush carpet and there was hardly any light. He sat tentatively on the long bench that was wider than one would think was necessary.

Willow opened the curtain and handed him a pair of leather pants. "Go ahead."

"You're…"

"Not going anywhere." She leaned against the wall and crossed her arms in front of her. Xander stood and slowly began unbuttoning the fly of his jeans. Her gaze was intense, burning. He managed all the buttons and slipped the denim to the floor. She took in the blue sports briefs. "Nice. Take them off?"

"Willow…"

"Leather is supposed to feel good against your skin, Xander. I have a feeling that those are just going to get in the way."

"But you're…"

"Will it help if I close my eyes?"

"Yes."

"Xander," she sighed, despite her smile. "I don't think you're getting it. I'm not going away. I'm not closing my eyes. I'm not going to do anything until you strip off those briefs."

He swallowed hard. "What are you going to do then?"

"I'm going to walk across this room and take advantage of you. And when I'm done, I'm going to watch you put on that leather so that I can rub you the entire way home."

"That's a five hour drive."

"I have a feeling it will last longer than that."

Concern marred his features. "You do know what you're doing, don't you Willow? This isn't some sort of spell or anything, is it?"

"Meeting…me, like that, made me think. I don't want to be evil, Xander. But, I wouldn't…" the voice of the other Willow rang in her ears 'Wanna be bad?' "I wouldn't mind being a little bad."

Xander had never wanted a woman more in his life. His erection strained forward against his briefs. "Wills, if you want this night to last longer than about twenty seconds, then you're really going to have to stop saying things like that."

She strode forwards, her body smooth and feline. He was briefly reminded of Buffy on the hunt, but that image flew out of his mind as her hand reached down to touch the small wet spot on the front of his briefs. "Xander, you're eighteen. Honey, if once a night is all you can manage, tell me now?"

Willow ran her hand up his crotch before slipping it underneath the waistband of his briefs. She pulled the material down, freeing his throbbing erection. Xander was glad he was close to the wall, as he fell back against it when her hand finally touched him.

She'd dreamed about this for years. She watched her hand move, stroking the skin of his cock. The feel of it reminded her of the saying 'a fist in a velvet glove'. "You're so hard."

Xander whimpered. Her hand was warm against him and the stroking was so tentative, so…childlike that the only thought he could process was that she'd obviously never done this before. And that was all he needed to push him over the edge.

Fascination filled her eyes as he exploded all over her hand. His whole body was trembling as he braced himself against the wall of the dressing room. She kept her hand moving until he reached down to stop her when the sensation got to be too much. "Xander?"

"Will, I'm sorry. I've had a raging hard-on since you walked into the leather section about three hours ago. And the thought that…"

"What thought?"

"That this is the first time you've done this…well, it's a little overwhelming."

"It is?"

He nodded. She grinned and slowly sank to her knees. Xander struggled to breathe as her mouth moved closer to him.

Willow pressed her lips to the tip of his cock. "Is this overwhelming too?"

He shuddered as her hot mouth took him inside her. His knees were weak and he really needed to sit down. Or lie down. "That's…" he squeaked. Clearing his throat to try and find his normal voice, he tried again. "That's the most wonderful thing you can possibly do with your mouth."

The taste of him was different than she expected. She'd heard all the horror stories in the girl's locker room, but Xander tasted…not bad. A little salty, a little soapy. She licked him clean before pulling back. Her observation of him delighted her. He was already starting to get hard again. He was also starting to slip down the wall.

"Want to lie down?" She helped him over to the bench after sliding his briefs completely off of him. He lay on the cushioned bench, staring at her. Willow slowly unbuttoned the two fasteners holding the silk shirt on her. Tossing it onto a small table in the corner of the room, she smiled at him. "Like what you see?"

Xander laughed huskily. The tiniest glint of silver showed when he laughed and his earlier comments came back to her.

"So, what exactly is that piercing supposed to make more pleasurable?"

"Take off those silk panties and I'll show you." Xander propped himself up on his elbows and smiled at her. "Or would you rather I took them off you?"

"What do you want me to do?"

He got off the bench and took her hand. Leading her over to it, he lay her down. His hand slipped between her knees and spread them apart, the fact that the bench was larger than it normally would have been finally making sense. Xander knelt between her legs and slid his hands up her thighs. "Relax. Let me repay you for all the presents you've gotten me."

*He has no idea.* Willow giggled silently at the thought. But all thoughts stopped as his long, lean fingers stroked the wet material between her legs.

"Maybe I'm not the only one who's been enjoying our night so far?" He smiled and gently slid the silk off of her. Lifting the fabric up, he inhaled her scent. "Oh Willow, do you think you taste as good?"

Her eyes were closed, but she smiled. "Only one way to find out."

Xander grinned and lay on the bench. He took a deep breath before darting his tongue out to lick her. He barely touched the warm wetness with the tip, but her body responded. She wiggled forward so that she was closer to him. He moved his fingers up to part the soft red lips of her sex before pressing his tongue against her clitoris.

The metal, though warmed by his mouth, felt cool and foreign to Willow. The hardness complimented the smoothness of his tongue. He licked and sucked the hard nub, reveling in her body's reaction. She bucked her hips, writhed against him, and moaned softly. He continued the pressure, occasionally sliding his tongue down into her slick, wet passage.

Her body shook with tremors as he nipped lightly at the swollen bud. She trembled with the force of her orgasm, her juices flowing smoothly onto his tongue. He lapped at the sensitive lips, eager to taste every drop. His hands moved under the firm globes of her ass, raising her slightly so that he could have better access to her dripping pussy.

Willow arched her back, a second explosion coming close on the heels of the first. Xander's hands massaged her, his pinkie whispering over her anus. Her breath came out in a shuddering gasp. Raising an eyebrow, Xander slid his finger inside the tight channel of her vagina. The muscles clamped around him and he imagined what it would feel like to have his cock buried inside her.

He was thrusting against the bench; his body as aroused as it had been earlier. Her willingness to accept him was like an aphrodisiac. He wondered briefly how far she was willing to let him go. His wet finger slipped back and rubbed against her anus again. She tightened her muscles then relaxed as he blew a warm breath inside her pussy. Moving his tongue and finger in unison, he filled both orifices at once.

Willow screamed as her orgasm bathed Xander's face. He licked her, not an easy thing to do around his self-satisfied smirk. His finger still moved inside her and he gave up trying not to smile. Her body was bucking against his hand as he easily slid two fingers inside her slick pussy and began fucking her quickly.

"Xa…Xa…" she breathed as she came yet again. She had kept her knees bent so that he could access all of her easily, but now she lay completely flat. He disengaged himself from her gently, struggling to sit up so that he could stare at her. Willow could barely move, much less open her eyes. Her breathing slowed finally and she sighed. "Oh, Xander. That was…wonderful."

He moved forward and knelt between her legs, his hard cock poised at her opening. "Did you want to stop? Have you had enough?"

She managed to look at him. "No."

He smiled and thrust his hips. He yelped as he felt resistance. "Willow…"

"Did you expect anything else?"

He lay still for a moment before laughing. "No, I guess I didn't." He leaned forward to kiss her before pushing past the barrier. She couldn't decide where she liked the metal pole better, in her mouth or between another set of lips.

Xander was in heaven. The walls of her sex were wet with their frenzied activity and she was every bit as tight as he had imagined she'd be. He moved slowly at first, allowing both of them to get used to the feel of what they were doing. He gazed down at her, his eyes full of love and lust. "Thank you."

"For what?"

"Giving me this." He kissed her again, this time chastely, which caused them both to smile.

"Only you would give me a kiss like that while we were…" Willow blushed and wrapped her legs around his knees. "…fucking."

"No Wills, not fucking." He gathered her in his arms so that their bodies were pressed together, only their hips moving. "It's much more than fucking."

She met his thrusts with her own, increasing their pace. He released her and braced his arms on the bench. He grinned his typical self-deprecating grin and she reached up to touch it. As her fingers touched his lips, his tongue darted out and licked them.

His hips were grinding against her after every downward thrust, his eyes closed, his breath coming fast and hard. Feeling his own muscles tightening, he sped up, their pelvises pounding together rapidly. Finally, Xander pressed against her and held himself there as his consciousness shattered.

He felt himself fill her, felt her muscles milk his cock for every drop of orgasm. Lowering himself onto one elbow, he slid his hand between them, finding her slippery clit with his fingers. He began thrusting again, playing with her core until she cried out and came all around him.

Xander wrapped her in his hug and held her to his chest. His breath was warm against her ear. "I love you, Willow."

"I love you too, Xander." She smiled and kissed him before pushing him away. She got up, aware of his eyes still devouring her. She bent over to open the small door on the table her shirt rested on. Pulling out two towels, she tossed one to him.

"How did you…?"

"I had to pay for your pants. And the room." She shrugged. "Clean up. I still need to see how you look in those pants."

"Willow, you've spent enough tonight. You don't have to buy me these. Besides, where am I going to wear them? I can just see the looks we'll get when we walk into the Bronze."

"You can wear them for me."

Xander looked up at her, his eyes reflecting his smile. "Can I?" He stood and slipped the leather on his sweat-covered skin. The material stuck to him, but felt wonderful. "When?"

She slid the skirt back on. Picking up the silk panties, she shrugged and tucked them into the pocket of Xander's jacket. "Whenever I want you?"

A tight feeling crept into his chest. "And how often do you think that will be?"

She strode forward, her bared breasts swaying slightly. She wrapped her arms and one leg around him. Lifting herself a little, she pressed the still hot flesh of her sex against his open fly. "How often do you think you'll be up to it?"

Xander smiled and captured her in a kiss. She finally pulled back, gasping for air. "Are you up for the drive home?"

He enclosed his cock in the leather and felt it harden at the sensation. "Yeah. You could say that."