As Oz sat in the shadows watching Willow sleep, the night?s events played back in his mind. The Scooby Gang had been on patrol when they were attacked by the latest and greatest bad guy to hit Sunnydale. The vampire had grabbed Willow by the throat only to be jumped from behind by Xander and Oz. Surprised, he threw Willow to the ground to face his attackers, giving her a nasty wound on her forehead. Unfortunately, the vampire got away just as Buffy arrived with Angel.

Other than being slightly bloody and bruised Willow was unharmed. Oz took her home. Willow?s parents were out of town for the next couple days, so Oz decided not to leave her alone. Willow didn?t argue with him, she was shaken by the attack, but looking into Oz?s eyes she could clearly see that he had been shaken more. The sight of that vampire choking Willow had thrown him into a fear induced rage. One that he had never experienced, without a full moon anyway.

After she changed for bed Oz tucked her in and gave her a couple aspirin before pulling a chair up to her bed. Willow started to argue, but she quickly fell asleep exhausted.

Oz was dozing in the chair when Willow?s quiet whimper brought him instantly back to the present. His first thought was that she was in pain, but as her hand struggled to pull away from his he realized she was having a nightmare. Oz didn?t let go of her hand as he leaned closer to her bedside and stroked her cheek. "Baby it?s okay. It?s only a dream. You?re safe. I?m right here with you." His comforting words and touches stilled her and slowly her eyes opened. The puzzled look on her face quickly faded as everything came back to her.

"What time is it?"

"About 2:00. How do you feel?"

She thought for a second before answering "Okay. I feel fine." She had only been asleep for a couple of hours before the dream woke her up, but now that she was up she felt pretty well rested. None of her muscles hurt and her headache was gone. By morning it might be a different story, but for right now she felt really good. Knowing that Oz was keeping a loving vigil over her probably had a lot to do with it. She tried to sit up to prove that nothing hurt, but Oz put his hands on her arms gently stopping her movements. She knew he didn?t believe her and his concern warmed her heart.

"Oz it?s okay. Nothing huts." His eyes told her he still didn?t believe her. "Okay, my forehead hurts a little, but that?s it. Honest."

Oz leaned in and kissed her skin below the nasty scrape ever so softly and then moved to her ear. "Are you sure that?s all that hurts?" he whispered. His warm breath sending chills down her spine.

"My neck is a little sore." Oz smirked before looking at her neck. He winced as he saw the finger shaped bruises and then leaned in to kiss them.

"Is there anything else that hurts?"

Willow recognized his words instantly for what they truly were, a fully loaded question. If she said yes then he would revert to full nursemaid mode and order her to rest, even if she said it just to get a little more affection to other areas. If she said no then she could risk losing the closeness and he would still revert to full nursemaid mode and order her to rest. She decided to try a different approach to get what she now wanted more than anything, Oz cuddling. "Physically I feel fine, but the nightmare was really scary. I don?t know if I can fall back to sleep."

He pulled back to look at her and smiled. "I?m right here. I?ll stay awake and I promise I won?t let anything happen to you."

She hesitated for a second. "Why don?t you just get in bed with me." His eyes questioned hers. "I?ll feel you next to me and then I?ll really feel safe. It?ll help me fall asleep."

"Will, your bed isn?t big enough for the both of us." He wanted nothing more than to get in bed with her, but he wasn?t sure it was a good idea.

"Then we?ll just have to sleep close." And before the words were out of her mouth she had moved over and pulled the covers back making room for him. Nothing had ever looked so inviting to him. He began to protest but when he looked up at her he met her resolve face and knew that it was pointless. "Besides, you need sleep too." While her expression was innocent there was something playful in her eyes.

Oz got out of the chair and climbed into bed next to her, promising himself that he would be a gentleman and all they would do is cuddle and sleep.

"Oz you can take your jeans off. You?ll be more comfortable." Her voice stopped him dead in his tracks. Part of his mind was telling him that if he was really planning on being a gentleman he would leave his jeans on. The other part of his brain was telling him that if anything was going to happen between them then it would happen denim, or the lack of denim, really wouldn?t make a difference.

Willow saw him hesitating, "I promise I won?t try to seduce you like at Christmas. I know you?re not ready and I respect that."

*Damn, I knew those words would come back to haunt me.* He slipped out of his jeans and slid into bed next to her wearing only his boxers and T-shirt. Willow covered him up before lying down in his waiting arms. She put her head on his shoulder and was suddenly struck with the strongest desire to kiss his neck. She wanted him so badly it was now becoming an ache deep in her soul. When she had told him at Christmas that she was ready to sleep with him a big part of that decision had been because she wanted to win back his trust, to prove something to him. But that had only been half of it.

She had finally realized what she had with him, and how very precious that was. What she felt for Xander was nothing more than a childhood fantasy. One that she had finally outgrown. Oz was her reality and that was all she wanted. Willow wanted desperately to kiss him, but she knew that if she started now she might not be able to stop herself, and the last thing she wanted was for him to turn her down again. *If only he?d make the first move.* She promised herself that she would be good and go to sleep.

Oz turned onto his side to face her, and caught her eyes with his. "Willow, I love you. Always have."

The smile she gave him was blinding. "I love you too. More than I ever thought possible." The warmth coming from her body was driving him crazy and all he could smell was her. He could feel her breath on his neck when she exhaled. He had been in bed with her for no more than two minutes and already he wanted her so much it hurt. Oz wanted to kiss her so badly, but he wasn?t sure he could stop if he started. For the millionth time since meeting her he regretted losing his virginity the way he did. He had to fight with himself every time they were making out not let it go too far. When they did make love to each other for the first time he wanted it to be perfect for her. He had every detail planned. He should, he fantasized about it enough. But before anything happened, he had to know that she was ready, really ready.

Oz thought he would just give her a kiss good night. A nice, innocent ?I love you, sweet dreams? kind of kiss. It sounded like a good idea. He put his hand under her chin and tilted her face toward his. When their lips met what his mouth wanted beat out what his brain said. Willow felt his tongue lick her lips before gently pushing them apart and seeking out hers. As their tongues met Willow shifted positions to deepen the kiss just as Oz was pulling her closer. The end result was her breasts crushing against his chest. Oz involuntarily groaned. Willow?s hand was instantly in his hair, as if afraid that he would try to pull away from her. As they kissed Oz laid her on her back and positioned himself half on top of her. He placed his hand on the swell of her breast rubbing his thumb over her already hard nipple. Willow, unconsciously responding to the deep ache in her center, shifted one leg to the side, wanting him directly on top of her, needing the contact at her core. When she shifted she felt something hard brush against her leg and it only took a split second for her to realize what it was. She had to fight to silence the moan of desire rising deep in her throat. The brief contact brought Oz immediately back to his senses. Taking a deep breath he kissed her on the nose, and moved off of her, back to his original spot next to her. His voice was deep and husky when he whispered "I?m sorry."

Willow looked at him with a puzzled expression, and said breathlessly, "What are you sorry for?"

"I?m the one who said he wasn?t ready, and here I am coming on to you. I?m telling you one thing and showing you another. Being this close to you makes it difficult for me to be a gentleman. But you already know that, since I made it so obvious."

"It wasn?t just you, it was both of us." He nodded, but he was still embarrassed and she wanted to reassure him. "As for the other, I was just as turned on by you, my arousal is just a little less evident. Besides I like knowing that I have that effect on you."

"You definitely have that effect on me. You always have." So she was just as turned on by him? He so wanted to ask her to prove it, to show him.

Willow let out a frustrated sigh, "So now that we?ve established the fact that we are both very attracted to each other, what do we do?"

He laughed and shrugged his shoulders. "I?m not sure. I should probably go back to the chair but I really don?t want to."

"Then don?t." Willow wasn?t sure how to proceed or if she should, all she knew was that she loved the man beside her and she wasn?t letting him go anywhere, frustration or not. She brought his hand up to her mouth to kiss it. "Did I ever tell you how much I love your hands."

He smiled, grateful that she had eased the awkward moment. She kissed the back of his hand and then the palm. Before she even thought about what she was doing she began kissing his fingers. She saw the look in his eyes and didn?t want it to stop. Without breaking eye contact she licked his index finger from the base to the tip, surprised by her own boldness. Oz started to open his mouth and then stopped when Willow began sucking on his finger. Taking it all the way in and slowly, *Oh God, so slowly* taking it back out, the suction never wavering. Oz could feel himself growing harder. All he could imagine was what that mouth would feel like on his cock.

She saw that his eyes were glazing over with desire and he was shifting uncomfortably. She knew that she was making everything worse, but she couldn?t help herself. "I?m sorry Oz. It?s just that I love you and I want you so much. I?ve never felt like this before and I?m not sure what to do about it. It?s like being all . . . " she couldn?t find the words to describe the sensations.

Oz could think of several. "Frustrated, anxious, hot. Like you have an itch you just can?t reach?" Willow nodded. "I know baby. I can help if you want me to. I can end your frustration." All he wanted was to please her. He still wasn?t sure that she was ready for them to sleep together, but he desperately wanted to satisfy her. He was certain that even if they didn?t do the first he could accomplish the second.

Willow nodded her head and whispered, "please" and Oz leaned over her again. He kissed her with a fierceness that took her breath away, putting all of the desire he had been feeling for her for the past year into that kiss. He pulled her nightgown up and touched her stomach. Her skin felt like it was on fire. His hand slowly crept up her stomach, still hesitating. Willow took his hand in hers and guided it up to her aching breast, letting him know that was what she wanted it. As he took her nipple between his fingers and rolled it between his thumb and index finger, Willow let out a moan. He let go of her nipple only long enough to help her pull the nightgown over her head. He looked down at her for a long moment before he was able to tear his eyes away to meet hers again. He could see the hint of insecurity there and he wanted to reassure her. He looked at her for another moment, unable to tear his eyes away from the sight of his girlfriend naked except for the white silk panties, before leaning down and whispering into her ear, "You are so beautiful." He nibbled on her ear before moving to her neck and then slowly working his way down to her breast. He took the nipple into his mouth and thought that he would die from how much he wanted her.

"Oh Oz, that feels so good." Willow couldn?t imagine anything feeling better. After a moment she put her hand on the back of his head guiding him to the other breast so that it could receive the same loving treatment. Oz?s hard cock was pressed right against her thigh now and she so wanted to feel him inside her. She guided his face back to hers and kissed him with a passion matching his own. She tugged on his T-shirt. "Fair is fair." Then pulled it over his head. Her hands rubbed over his smooth chest and then she reached up and took his nipple into her own mouth mimicking the earlier treatment he had shown her.

Oz?s eyes practically crossed with pleasure. "Willow I?m supposed to be taking care of you remember?"

"Can?t we take care of each other?" With that she gently pushed him off of her and onto his back. Then she kissed him again as she straddled his hips. The sight of his Willow sitting on top of him, naked except for white silk panties was almost too much for him to take.

Reaching up he massaged her breasts, gently at first and then a little rougher, watching her face closely to see what she liked. Willow shifted her hips and suddenly his erection was directly against her pussy. He could feel the heat through his boxers and her underwear as if it were on fire. He could smell her desire and all he wanted to do was be inside of her. He put his hands on her hips and guided her movements until she was moving back and forth. The friction that had at first felt so good was now like torture. He reached up and grabbed her shoulders pulling her down to kiss her. She began to suck on his earlobe and that combined with feeling her hot pussy rubbing against his stiff cock was about to drive him over the edge. Then she whispered his name in his ear. That almost did it. The desire on her face was evident and he knew that she was suffering. He could feel his own orgasm building and knew that it was not how he wanted this to end. He only wanted to please her. Reaching far down into his center of control, he put his hand on her hips to stop her movements. Her eyes questioned him.

"Willow lie down. Please. Let me take care of you. Don?t argue."

She got off of him and instantly missed the intimate contact. He laid down next to her and taking her nipple into his mouth he reached down and put his hand over her sex. Her panties were practically dripping with her juices. He pulled them down and off as she lifted her hips to help him. As he let go of her nipple with his mouth and returned his attention to her lips, his fingers found her clit. He rolled the hard nubbin of flesh between his finger and thumb and she let out a long guttural moan. It was exactly the response he wanted. He kissed her again and then let his lips guide him down to her vulva, planting soft kisses along the way. He lay down between her legs and placed his arms under her thighs, spreading her legs and reaching over them to gently spread her lips. He had never done this before and wasn?t exactly sure what to do, but he figured he would go by instinct and hopefully she would let him know what she liked.

He slowly licked from her opening all the way to her clit and he knew immediately the taste of her was something he would never grow tired of. Oz was quick to let her know, "God, you taste so good baby." As he circled her clit with his tongue he could feel her fingers in his hair and that combined with the mewing sounds she was making made him feel pretty confident that he was doing it correctly. He could tell by her reactions that her clit was pretty sensitive and he didn?t want to bring her over the edge just yet so he decided to pay a little more attention to the opening. His tongue probed her channel and he felt her hips gently thrust forward to meet him. He put a finger in his mouth and after coating it with his saliva he gently probed her opening. He knew that as wet as she was it was unnecessary but he wanted to make sure that he didn?t hurt her. He tentatively slid it in only part way before sliding it out again. *Oh, she?s so tight. * His tongue went to her opening to meet his finger, and as he finger fucked her, he licked. The next time his finger was on the way in her hips thrust forward telling him that she wanted more, needed more. Who was he to argue? He slid in a second finger and spread them inside of her, stretching her channel. The fingers that had been combing through his hair were now nails gently scratching his head and her breathing was now coming in short, rapid pants. He knew that she was close and decided it was time to end her torment. "Come for me baby." Then he moved up to her clit and taking it into his mouth, he sucked.

Willow could feel the tingling in her crotch shoot through her to every nerve in her body, she could feel the tingling down to her toes, she felt like she had reached the top of a mountain and was now crashing down. She yelled out his name and he could feel her muscles contracting around his fingers as her hips bucked. He stopped sucking and licked her clit as his fingers continued pumping in and out of her, dragging out her orgasm as long as possible.

After he lapped up all of her delicious juices, he laid down next to her. He took her face in his hands and gave her a gentle kiss before taking her into his arms and holding her as her breathing slowly returned to normal.

"Oz that felt so good." Giving him a gentle kiss she took his bottom lip into her mouth and sucked on it before slipping her tongue into his eager mouth. His hand slid into her fire red hair and held her to him, continuing the kiss for a long moment. When he released her she took up a sitting position next to him, it was her turn to play.

"Baby what are you doing?"

Her hands began to stroke his chest. "I love you. I want to make you feel as good as you just made me feel."

"What exactly do you have planned?"

She gave him a mischievous grin, "You?ll see." Her hand slid down to his stomach as she took one nipple into her mouth. Then she began to kiss her way down his stomach and started stroking his thighs, carefully avoiding his ever growing erection. When her mouth reached the waistband of his boxers her tongue came out and gently licked his skin as she began to pull them down. He started to protest, but met up with her resolve face. "After what I just let you do to me you?re not going to let me do the same?"

"You don?t have to." He knew from guy-talk that a lot of girls didn?t like going down on their boyfriends. A lot of them had a hang up about it. He didn?t want her to do anything that she wasn?t comfortable with for his sake, no matter how much he wanted to be in her mouth.

Her eyes were filled with nothing but love when he looked into them. "As sweet as your consideration and thoughtfulness of me are, please stop. I know exactly what I want to do and why. Because I love you. Now just let me and enjoy it."

It was exactly what he needed to hear. He lifted his hips so she could take off his boxers and free his aching cock. Willow had never seen a penis in real life before and it was bigger than she expected. Ever so gently she placed only her fingertips on the shaft and stroked from the base to the tip, amazed that something so hard could be covered in such baby-soft skin. She was struck by the overwhelming desire to have him in her mouth. As she wrapped one hand around it a drop of fluid appeared at the tip which she instinctively licked off, causing Oz to groan in lust at the contact. She licked from the base to the tip, eliciting another moan from Oz, before taking the head into her mouth and sucking for all she was worth. Gradually she took him inch by inch into her mouth, her hand sliding up and down at the base, stimulating the part that just wouldn?t fit.

At first she was moving so slowly Oz thought it was going to kill him, but as she became more comfortable with having him in her mouth she quickly picked up the pace. "Oh Willow, that feels so good." She was sitting to the side of him on her knees and his hand reached out to rub her back. The moaning sounds that Oz was making combined with the deliciousness of having him in her mouth started to turn Willow on and the ache was returning.

As she shifted positions Oz could smell her desire by way of his heightened senses. His hand slid down to her ass and as he squeezed one cheek it was her turn to moan. She was so wet his finger slid right into her. As he began to fuck her with his finger she increased the suction on his cock and somehow took even more of him into her mouth. Oz started to pull her to him, wanting to eat her out again while she sucked him off. Willow immediately stopped what she was doing and pulled away. Oz was confused. "I want to taste you again."

She moved out of his reach and sat between his legs before looking into his eyes. "And I want you to. Believe me. But not now. Just relax and let me please you." she told him firmly before taking him back into her mouth. He started to protest but her mouth just felt too good for him to argue. Her tongue did things to him that he had never imagined, even his wildest fantasies about her. Their eyes locked as she took his balls in one hand and massaged them as she licked the base of his penis. Oz could feel the pressure building and knew that he was about to come.

He also knew from guy-talk that if you could get a girl to go down on you, you should never come in her mouth because the odds of you getting her to do it again drastically decreased. That was the last thing he wanted so he figured he better warn her. "Willow, baby, I?m going to."

She knew from girl-talk that apparently it was the ultimate turn on for guys if a girl would swallow. She knew what he was saying, but she wanted Oz thoroughly satisfied. "I want you to. In my mouth." With that said Willow took his entire length back into her mouth and resumed her earlier pace as her hands massages his balls. His hands went into her hair and ever so gently guided her movements. She looked up into his eyes and that did it, he yelled out her name and shot what felt like a gallon of come down her throat. Willow swallowed every drop wondering what girls found so gross about it, she kind of like it. She was grateful that she did because she really liked the look in Oz?s eyes and knew that she would be doing it often. She licked him clean before crawling next to him.

"That was perfect baby."

"Glad you liked it because I think it?s something you?re going to be getting a lot of." She kissed him with a fierceness that amazed him. He couldn?t believe how turned on she got pleasing him. *I guess I shouldn?t be that surprised. Look how turned on I got pleasing her. I guess that?s the difference between being with someone you love and just being with someone.*

As his breathing returned to normal he remembered how wet she had been earlier and smiled. "Somebody is excited again. My turn." She had to laugh at the look on his face, he was like a kid on Christmas morning. He started to get up eager to go down on her again, but she reached out to stop him.

"Oz as much as I love what you do to me with your mouth and your hands I want to feel you inside of me."

He let out a deep breath. "Baby, the thing is, I had sex before, once. At the time it seemed like the right thing to do, but I know now that I wasn?t ready. It wasn?t the right time and it definitely was not the right girl. I would give anything if I could take it back and share that first experience with you. If we make love and you?re not 100% certain then one day you will regret it. It would mean so much to me to make love to you right now, that you would want me to be your first, but I can?t bear the thought that one day you might regret giving your virginity to me. The last thing I want is to ever be a regret to you."

Willow had tears in her eyes. "Oz I love you. Today, tomorrow, next week, next year, it doesn?t matter, I?ll still love you. When I look down the road into the future I don?t know where I?m headed, the only thing I do know is that I want you next to me." With graduation pending his words had brought fear to her heart. He almost made it sound like he was skipping town next month.

He could see the fear in her eyes and he wiped away her tears. "I?m not going anywhere. I am totally committed to us and I?m definitely in this for the long haul. I just wasn?t sure where your thoughts were headed. Personally I picture us in this little white house with about five little red-headed kids playing in the backyard."

She laughed. "You do? You never told me that."

He turned dead serious. "I didn?t want to scare you." Even though they never talked about it he thought about their future constantly. From the first time he saw her in that Eskimo costume his heart knew that she was the one. His brain had caught up to it a long time ago and the two were in total agreement.

"The only thing you could ever say that would scare me is that you don?t love me anymore." She knew what he was really asking her. Where were they headed.

"That will never happen." She had never seen him so vulnerable and it tugged on her heart.

"I have the same plan. Well, except for the house is light blue, but there is a white picket fence. And I only had four kids, but I?m willing to negotiate on the fifth." He was perfect and he was hers, she would never let him go.

He grinned as he stroked her cheek. "One day I will marry you." She leaned in to kiss him and as his tongue slid into her lips her body screamed out for his touch.

"Well, it?s your call. We can do this now or wait until our wedding night, but you will be my first." As he looked at her and smiled she added, "My only."

Oz knew now that he was going to take her tonight, claim her as his. Finally, they both needed it to be for the same reason. Reaching down he felt her sex, it was still hot and wet. She was ready. He could feel how stiff his cock was and knew that he was ready. He got between her legs and as he kissed her he reached between them to rub the tip of his cock along her slit, wetting it with her juices. As the head came in contact with her clit Willow let out a low whimper of need. Oz decided not to wait another second.

Guiding his shaft to her opening he entered her, sliding in only a couple of inches before pulling out again. He began pumping in and out of her slowly, gently. Each time going in just a tiny bit further. To both of them it felt like exquisite torture. Suddenly they both felt him come against her maidenhead. Oz looked into her eyes which were glowing with love and desire. She nodded and he leaned down to kiss her. "I love you baby." As their tongues met Oz thrust forcefully into her rupturing the thin layer and burying himself in her all the way. Oz swallowed her cry of pain with his kiss. He pulled back and looked into her eyes, the pain she was feeling all too evident there. "I?m so sorry. I?ll never hurt you again." Oz forced himself to stay still inside her, letting her get used to the feel of him. "I know." She looked at him and smiled. "I love you." The pain was quickly fading to be replaced by feelings of pleasure. Never before had Willow felt so complete, so full. She pulled him into a gentle kiss which immediately turned passionate. Oz felt her begin moving under him and knew that she was ready. As he began pumping in and out, the feel of her hot, slick walls squeezing his cock was already pushing him toward his second climax. Willow recognized the look of concentration and desire on Oz?s face from earlier as she felt him slow way down in an effort to gain composure. "You?re close aren?t you?" "It?s okay. I can hold out." The last thing he wanted right now was to come. While Willow was definitely excited she still was far from his level. "I want us to come together baby." And he reached between them to massage her clit.

It felt so good, but Willow knew that she was a long way off from another orgasm. It wasn?t that it didn?t feel good, it felt wonderful, she just needed more time. No matter how hard Oz tried she doubted he could hold out long enough for her to catch up. And she didn?t want him to try. She wanted him to just relax and enjoy it, knowing he would make it up to her later. Willow decided to take matters into her own hands. "Oz, stop a minute."

He didn?t think it would even be possible for him to stop, but as soon as he heard the words he pulled immediately out of her and off of her. "What?s wrong? Does it hurt? Are you okay?" Willow smiled at his concern and pushing him onto his back straddled his hips. She had never felt more powerful or sexy in her life and she knew it was only because of him. Only Oz could make her feel so loved and confident enough to do all the things she had that night. Things she had fantasized about but never thought she could actually allow herself to do.

Oz looked up at her in awe. "Baby, what are you doing?"

Without responding Willow grabbed his cock and guided it to her opening. In one fluid motion she impaled herself on him making both of them nearly cross-eyed with the sensation. Willow hadn?t expected it to feel so different from when Oz had been on top. Oz reached out and took her hands in his as she began moving up and down his shaft, gaining confidence in her movements as she went along. As Willow pumped she pulled one of his hands to her mouth and sucked on his finger. Oz knew it was almost a lost battle, but not quite yet. He pulled the finger from her mouth and applied it to her clit, tracing circles around it. He saw Willow?s eyes glass over and knew that she was quickly catching up. He pulled his other hand away and pinched her nipple. "Come with me baby." and he began thrusting his hips up to meet her. Willow went rigid as her orgasm overtook her and as soon as Oz felt her vaginal muscles clamp down he froze and shot his seed deep inside of her.

After their breathing had returned to normal Willow reluctantly got off of Oz and laid next to him instantly missing the feel of him inside of her.

"Oz, that was . . . " she couldn?t think of a word that would adequately describe it.

Oz could, "Perfect?"

Willow smiled up at him and nodded, content and satisfied. "I love you."

"I love you, too."

Home