AN: This is my first attempt at writing fanfiction, so hopefully I've gotten some things right :P Just a warning, it is very smutty so don't keep reading if you're not into that. This is for all devastated fans of The Playboy Club - let's hope it gets released on DVD!

Carol-Lynne stepped through the doorway and walked up to Billy's desk as he hung up the phone. He gave a sigh of resignation, bemoaning the fact that as powerful as he felt on a daily basis, he was never fully in control.

"What did Hef have to say?" Carol-Lynne asked, shooting Billy a victorious glance.

"I think you know," Billy countered, the scowl on his face darkening. A laugh escaped Carol-Lynne as her face lit up with a wicked smile.

"It is nice to have someone who loves you enough to do anything for you."

"Don't kid yourself," Billy said, his eyes never leaving hers. "Hef doesn't love you – the only reason he's doing this is so he can keep doing you."

"What?" Carol-Lynne's smile left her face as quickly as it had appeared. She couldn't manage to form any other words. Billy had talked down to her before, but he had never gone this far.

"You heard me: this is about sex, nothing else. I'm sure if Hef thought he could keep you around without giving you a job, you wouldn't be here right now."

Carol-Lynne walked away from the desk towards the wall, turning away from Billy. She was not going to lose it, not in front of him.

"If this was all about sex," she ventured, still with her back to him, "then why wouldn't he just pay me for that?" She found the gall to turn around and face Billy once more, trying to burn a hole through him with her eyes.

"He is. What else do we need you for here?" Carol-Lynne just stared at him. These were the exact thoughts that had been plaguing her for the past year and as much as she tried to hide them, she couldn't refute her own fears. If she felt worthless, there was nothing she could do to stop others from holding the same view.

"Face it," Billy continued, unwilling or unable to put a stop to his malice, "you're just a piece of meat – and one that won't be good for much longer."

A heavy silence followed, during which Carol-Lynne kept her eyes trained anywhere except for Billy. Finally, she met his gaze and moved one step closer to his desk.

"Thank you, Billy, for your honesty. It'll make every conquest that much sweeter, knowing that I – a rotting piece of meat – can still manage to capture a greater number of offers than you: offers for drinks – and more." With these last two words, she took a final step towards the desk so that she was touching it with her dress and what Billy could only imagine was beneath it.

"I have no doubt that's the case," Billy said, regaining his composure. "We were never arguing about your sex appeal."

"Really?" Carol-Lynne intoned, resting her hands on the desk and leaning forward. "I thought we were – my mistake. So you do think I'd be worth sleeping with?"

"I – " Billy didn't have a chance to finish his thought or his sentence.

"For free or for money? Am I worth fifty bucks? A hundred?"

"You're not a hooker," he managed to get out. He had no idea how their conversation had gotten on this track.

"That's right – I'm a Playboy Bunny: always on display, never to be touched," her eyes turned glassy (were they tears?), "unless the person who wants to touch us is important enough. Then we don't have a choice in the matter."

"You didn't want to sleep with Hef?"

Carol-Lynne shook her head, looking away from Billy. "I don't know. I thought I did. It seemed like the right thing to do, like I should have wanted it, so I guess I convinced myself…and now there's no turning back. Maybe I made a mistake – "

"You left Dalton for your pride: that was a big mistake."

She couldn't help it. She was losing it. "How dare you even begin to guess at my reasons for leaving Nick? What do you know about how I feel?"

"I know how things work. I know that the best thing you can do for yourself is find men who are willing to take care of you in exchange for the right to use you for…well, whatever they feel like."

Her makeup couldn't hide the vivid blush in her cheeks as her gaze fell to the ground. It was partly anger and partly self-loathing that caused her face to turn red. She brought her gaze back to Billy before she broke the silence between them. "You don't know anything." Her voice was low and ragged and it stirred something like desire in Billy.

"All I'm telling you are pure, undeniable facts. You're nice to look at, Carol-Lynne, but soon you won't be and then you'll need even more protection."

"You want me to give you money to keep me in a job?"

"Actually, I was thinking of a different kind of payment."

"I don't need anyone to fuck me to feel good about myself!" God, she hated herself when she lied.

"Come on, how many guys are you already keeping happy? What's one more person to be indebted to?"

"You're an asshole," she spat, unable to believe this situation or to walk away.

"Look, I'm not going to force you into anything. I just though you should be aware that I could give you even more benefits, if you promise to do what I say."

Carol-Lynne thought she could feel her spirit being torn into shreds as she closed her eyes and slipped her coat off her shoulders, letting it fall to the ground. In another time, in another place, maybe she would have been able to choose a different path. Tonight, though, her future had already been laid out before her. She opened her eyes and drew on all her remaining energy to adopt a seductive tone. "What do you want me to do?"

So she let him touch her, let him run his hand slowly up her thigh, lifting her dress as he went. She let him sit her on the desk, yanking her underwear down and spreading her legs before leaning in to kiss her again. His mouth was rough and he made no attempt to conceal his desire. She let him undo his own belt and watched his pants fall down to his ankles, revealing the hardness stretching his boxers out in front of him. She let him thrust first one, then two of his fingers inside her, curling to hit her spot in a way that only created pain. Her building climax gave her no pleasure, for she knew that it was only bringing her closer to losing her last scrap of dignity. When Billy removed his fingers, she thought she might be saved, but he replaced it with his throbbing cock, slamming into her more savagely now that his own gratification was involved. Carol-Lynne took a small comfort in the fact that she had made him hard, that he was still getting off to her – in her – which gave her a perverse sense of purpose. See? She could almost see herself taunting him as he continued to move rhythmically inside her, grounding her by keeping his hands on her ass. I am still good for something – or would you prefer to continue without me?

Her face twisted in torment as she began to feel herself coming. She didn't want to give Billy the satisfaction of seeing her satisfied, but she didn't see what she could do about it. He had angled himself just right (she bet he knew it, too) and it would be a struggle not to scream, but she would at least try. She had to.

"Oh God, I've wanted to fuck you for so long," Billy said into her neck.

"Well, fuck me then," she gasped back. "Fuck me harder." Maybe additional pain would make this all more bearable.

"That is the sexiest thing I have ever heard." Carol-Lynne faltered at the sincerity that shone through Billy's words and suddenly her mind was on fire. Why did he want this? What did he want? As she felt her muscles contracting, she sensed Billy open his mouth again and braced herself for whatever was coming next. "You're the sexiest thing I've ever seen."

She couldn't take it. She fell tumbling over the edge and took him with her, both of them crying out and gasping for breath at the same time. She couldn't correlate how awful he'd made her feel before and how fantastic he'd just made her feel. Did he really mean what he'd said? She became aware of the hot weight of his body standing over her and looked up into his eyes. His face was kind and frightened, all at once, and something registered in her mind that she wasn't able to articulate, even to herself.

"Thank you," she said, with her eyes locked on his, then leant in to rest her head on his shoulder.

"Thank you," he breathed into her ear, and a smile spread across her face that wasn't wicked at all.