A/N: First attempt at a Spuffy...beginning is from the episode Into the Woods...instead of destroying the vampnest when she sees Riley getting sucked by vampirewhores Buffy decides it's paybacktime...

A/N: I'm a huuuuuuge Rileyshipper...according to me he is the best...but there aren't much people that agree with me so I thought I would take on a challenge and try a Spuffy (and Spike is awfully great too!)

A/N: Please review!

~~**~~

(episode: Into the Woods)

~~CUT TO: BUFFY'S BEDROOM~~

SPIKE: It's me.

Buffy wakes up fully, sits up holding the sheet to her chest.

BUFFY: Every time you show up like this, you risk all of your parts, you know that?

SPIKE: I wouldn't be here if I didn't have a good reason. As usual, I'm here to help you, and I - are you naked under there?

BUFFY: (rolls her eyes) Get out.

SPIKE: No, I'm serious. I mean, not about the naked part, I mean... (cranes his neck trying to see under the blankets)

BUFFY: Get out or I will drop you out head-first.

Spike lowers his voice, speaks intensely.

SPIKE: I wanna show you something.

BUFFY: (realizing he is serious) What?

SPIKE: You need to see this.

~~**~~

~~CUT TO: Spike leading Buffy through the alley, up the stairs to the warehouse. Buffy looks confused. Spike opens the door for her.~~

They enter the warehouse and see a bunch of people being sucked on by vampires. Random trash, old bathtubs, etc., all around. Buffy stares at it in dismay.

SPIKE: Don't stop, Slayer. This isn't what we're here for.

There are two large male vampires overseeing things. One of them is putting some money into his vest.

Buffy looks around with a frown, looks at Spike. He nods toward some stairs. They approach the stairs and start up them.

The second level is just as messy as the first. Spike leads Buffy through the mess to a slightly open door.

She looks suspiciously at him, then goes through the door and discovers Riley, sitting bare-chested on a mattress on the floor, with a female vamp sitting on his lap, drinking from his arm. He doesn't see Buffy yet.

RILEY: Harder.

The vampire continues sucking. Buffy gasps. Riley looks up and sees her.

Closeup on Buffy staring in horror. Blackout.

~~**~~

RILEY: (getting up) Buffy!

Buffy just turns around and starts running away. Riley tries to follow her but Spike is already with her, comforting her. Defeated, Riley sighs and heads home.

~~CUT TO: OUTSIDE THE WAREHOUSE~~

BUFFY: I...what... (looks up with tears in her eyes) what did just happen?

SPIKE: (trying to soothe her) It gives a rush...I'm sorry Buffy...I thought you had to know.

BUFFY: A rush? (shakes her head) What kind of rush? Does it...does it feel better than sex? Am I terrible in bed? Is that why...

SPIKE: I wouldn't know how you are in bed love...but I don't think that's it. I...I can't explain...it's something you have to feel.

BUFFY: (determined) I want to feel. Make me feel Spike.

SPIKE: (looks at her with concern) I can't pet. It would only hurt you more.

BUFFY: (shakes her head) you said it felt like a rush. A rush is a good thing. So...it won't hurt me.

SPIKE: (sighs) look...I know you want payback love...but this isn't the way...look at your soldierboy...he was addicted to it...I don't want you to go the same way...you're the Slayer...you dust vampires...

BUFFY: (soft sad voice) so did he...

Spike realizes he can't win this argument and just puts his arms around Buffy. She is holding onto him like she would die if he stopped touching her. Suddenly Buffy looks up in his eyes and kisses him. They kiss passionately for a couple of seconds before Spike slowly pulls away.

Immediately tears start forming in Buffy's eyes again.

BUFFY: (whispering) it's me isn't it? What's wrong with me?

SPIKE: (gently brushes a strand of hair behind her ear) there is nothing wrong with you...you're bloody brilliant slayer.

BUFFY: then why doesn't anybody stay with me?

Spike sighs and pulls her closer, still looking into her eyes.

SPIKE: Listen...I'd have you in my bed any time of the year if you would let me...but you're hurting...I can't take advantage of that...you'd probably stake right after...

BUFFY: (smiles a bit despite the circumstances) no I wouldn't...(looks up into his eyes) and you wouldn't either...

Spike just smirks and keeps holding her.

Buffy looks into his eyes, asking for his permission to kiss him. He smiles slightly, concern in his eyes. Spike still isn't sure if this is the right thing to do, but as soon as her lips brush his he loses control and actively starts kissing back.

Spike slides his cold tongue over her lips, causing her to shiver. She immediately opens her mouth, tangling her hands in his hair. To her surprise it doesn't feel as hard as it looks. They kiss for a while before walking back to his crypt.

~~CUT TO: CRYPT~~

Buffy and Spike stumble in, still kissing and touching.

~~**~~

Constantly ignoring

The pain consuming me

But this time it's cut too deep

I'll never stray again

~~**~~

My only hope

My only peace

My only joy

My only strength

(I fall into your abounding grace)

My only power

My only life

(And love is where I am)

My only love.

~~**~~

Buffy is lying on the bed with Spike on top of her. They are still kissing passionately. Slowly Spike kisses his way down to her neck, which causes Buffy to tense up a little. After a moment she realizes he isn't going to bite her and the tension visibly leaves her body. She even lets out a throaty moan when he softly kisses her neck.

In less than five minutes all their clothes have been shed on the floor. Buffy is now on top, kissing her way down his chest. A look of satisfaction is clearly visible on Spike's face. One of his hands is tangled in her hair and the other is carressing her face. She looks up at him and smiles, before kissing her way back up to his mouth.

Their lips meet for another breathtaking kiss, after which Spike flips Buffy over and hovers above her. He kisses her sweetly, looking into her eyes to see if she has any second thoughts. Whatever there is to see in her eyes must please him, because he plunges himself into her and moans.

Buffy slides her arms around his neck and looks into his eyes while they make love. Spike smiles, a genuine smile, and kisses her softly. It is still passionate, but clearly shows the love he feels for her.

In the heat of passion they are both moaning and sweaty. Buffy is panting and lets out a muffled cry when Spikes fingers make their way down to her center. His hands soon make her reach her peak and she closes her eyes while an unbelievable orgasm washes down her body. Soon after Spike collapses on her while moaning her name.

BUFFY: (looks at Spike and sees he's asleep) Thank you...(she smiles and gets up)

Silently Buffy dresses and walks over to the door. She turns around to look at Spike once more and then steps out.

~~CUT TO: OUTSIDE~~

Buffy comes out of Spikes crypt softly smiling. She doesn't seem to have lost love, but instead gained it. Without looking back she slowly dissapears into the night.