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Warning: If you do not like the darkest side of Spike or character deaths, fly away little butterfly. For, as the title states, everyone dies, some horribly.

Spike/Xander/Willow

Everyone Dies

Chapter 5

Sunday

Downstairs, Spike studied Xander’s sorry excuse for a bedroom as Xander dressed in one of his tourist shirts and baggy pants. “I need you to get Willow over here, but not Buffy.”

“Why not Buffy? You could do Buffy while I do Willow.”

“She’s the Slayer. She’ll stake you right proper. Buffy was your friend, but now the Slayer is your enemy.”

"Oh. So, Willow. Are we going to kill her?”

“You can kill her. You can fuck her. You can feed on her. I can even turn her for you if you want.”

“She’s got a boyfriend now. Oz. He’s a werewolf.”

“I know. I read about him.” Xander looked puzzled. “In the diaries,” Spike explained as if Xander were simple. “Giles went on and on about the freak. Get Willow over here alone. The fewer who know where she is, the better.”

“I can do this.” Spike listened in as Xander called his best friend. “Willow. Hi. Sorry it’s so early, but... I really need to see you.” He sounded on the verge of tears. “Please. No, don’t tell Buffy. It’s embarrassing. Please, Wil. You’re my best friend. Come over, now. Thank you. Come in the back. The folks are… Yeah, you know them. Thank you.” Xander hung up the phone and smiled at his sire. “She’ll be here shortly.”

Spike flopped down in an ugly bright orange recliner that had been fashionable for a few years in the ‘70’s. “Good job, love.”

Xander scowled around the squalid apartment he had been calling home. “You did kill Giles, didn’t you?”

“It was quick. Giles was someone to be respected. Old man knew how to fight.” Spike smirked, “everyone knows how many Slayers I have killed, but the poofs have no clue how many Watchers I have offed.”

“How many?”

“Counting Giles, twenty. That I know of.”

“So I was not someone to be respected? You didn’t kill me quick,” Xander pouted.

“I didn’t want him like I wanted you,” Spike purred, soothing his childe.

“You keep saying you have a plan. What is it?”

“I’ll tell you as you need to know.”

Xander saw the glint in Spike’s eyes and backed down. Xander sat on the end of his lumpy sofa bed and picked up a comic book that was carefully sleeved in plastic. “Strange how quickly things change. I remember how I felt as a human. So… pathetic.”

“But cute. You’ve always been cute, love.”

They sat in silence for some time, Spike staring at the pipe covered ceiling. “Spike?”

“Yes, pet?”

“If you wanted me, why didn’t you just… take me?”

Spike smiled wryly. “It was too much fun playing with you. You’ll learn. Why go for the quick take-and-have when you can draw it out?”

Xander opened his mouth to reply, but Spike held up his hand for silence, then pointed to the back door. In a flurry of black coat, he vanished up the stairs.

Seconds later, the back door opened. With a flair only a red-head could pull off, Willow wore a t-shirt with artistically placed splashes of lime green, safety orange, and  neon yellow and a floor-length denim skirt. “Xander?” Little red-headed Willow Rosenberg came in. “Xander? What’s wrong?”

She discovered Xander sitting on the end of his sofa bed, his head in his hands. When he looked up, tears covered his face. The bruise where Spike struck him was still an ugly purple. “Willow! You came.” Willow sat beside him and wrapped her arm around him.  “I… I…” Xander burst into fresh tears.

“You’re bruised.” Damn his dad. When I learn how to, I’ll turn him into a toad. This was not the first time she had comforted her friend after a beating. “It’s okay, Xander. Whatever it is, you can tell me.”

Xander sniffled and sobbed, but got himself under control. On the other side of the door upstairs, Spike shook with silent laughter.

Xander sat up and took Willow’s hands in his own. “He’s done it one too many times, Wil. I… I can’t keep up… Willow. Please…Will you make love to me?”

This was the last thing Willow expected to hear. She pulled away from him a little. “Xander. I’m with Oz. We’ve been through this. I… we can’t!”

“But Willow. I’ve never really… and….” he cried again.

“But you and Faith. That time…”

“Once. And it was all a blur. Willow. My friend. I think… I think I’m gay.”

Willow quickly hid her look of shock. I wondered about that. I mean, the way I’ve seen him look at guys. It’s not a problem, but why is he suddenly doing this? “Yeah?”

“Maybe. Yes. I think about Giles all the time. And… and Spike.” Upstairs, Spike had to cram his fist in his mouth to keep quiet.

“Oh.” Giles? Xander and Giles? And… Spike? Physically he’s hot, but, ew, vampire!

“That’s why I want to make love to you. I want to make sure it isn’t because Faith tried to strangle me the second time.”

“But Xander, I don’t want to loose Oz. Maybe Buffy…”

“Buffy’s not my best friend, Wil. You are. I love you, Willow. Please. I have to know what I am so I can move out if I need to. He’ll kill me if I come out.”

“I don’t know…” Damn it. I still want him, even after all that’s happened.  

“Oz need never know.” He slid to his knees before her. “Please. I’ll die if I stay under his roof.”

Willow looked around the sunless little room as if hoping to find a reason not to. He needs this. No one else can help him. And… it may be my only chance. Oz. Please understand. Finally she sighed. “For you, Xander. I’m willing to risk everything for you.”

They undressed themselves, Willow uncomfortable, and Xander seemingly shy. Xander climbed into bed and held up the covers for her. She slid in and paused. “What about your parents? She’s all the time coming down here.”

“They left for Uncle Rory’s after I called you.” He moved over to her.

“You’re cold.”

“It’s nerves, you’ll warm me up.” He started kissing her.

“I… we need protection.” Xander fished in his bedside drawer, bringing out a condom he knew was way past date, but he not caring anymore. He put it on his hard penis and rolled over on top of her. “Hey, slow down,” Willow squirmed. What’s this? I thought Xander would be kinder.

“I can’t wait anymore.” Xander roughly forced his way inside her.

“Stop it, Xander.” Xander just continued to move inside her, his head buried in her neck. “You’re no better than Faith.” Willow tried to push him off. What’s wrong with him?

He rose up and looked at her. “Oh, I’m way better than a Slayer,” Xander grinned evilly. “She didn’t keep me around afterwards. I plan on keeping you around,” he explained as he continued to move inside her.

“Xander! You’re hurting me!” Willow ineffectually struck at his head and tried to push him off. “What are you talking about?”

Xander grabbed her hands and penned them to the bed over her head. “I’m talking about getting everything I’ve ever wanted; respect, power, sex. You.”

Willow could barely see through the tears streaming down her face. “Xander. Please. I’ll always be your friend. You’ve always had me.

“Not like this.” He thrust sharply to prove his point. “Or like this.” He shook his head and his features morphed. His brow thickened, his brown eyes shifted to gold, and his teeth lengthened and sharpened. Willow screamed. No! No! He’s been turned! Where’s Buffy? This isn’t supposed to happen to us!

Xander continued to piston into her, hard, ignoring her screams. “You know, I think I need a comparison. I mean, you’re a girl, and this feels good, but I wonder. Spike!”

Willow was sobbing at the loss of her friend. “Spike? Is he the one? I’ll… I’ll kill him!”

Spike appeared behind Xander. “Everyone is promising that lately, but no one ever delivers.” He threw the tangled covers off the couple and admired Xander’s ass as he pounded Willow. “Well, well. Seems someone called for some professional input?” He unbuttoned his pants. Soon he was filling Xander as he filled his once best friend.

“Xander… Please. Let me go. What’s happened to you?” Willow asked through her tears.

“Isn’t it obvious? Spike has delivered me from a life of lower class to one of pleasure and power. Want to join us?”

Willow just closed her eyes tight and shook her head. “Let me go, Xander. You don’t want to hurt me.” We’ve talked about this. I remember our pact. My friend is gone, you’re a demon. You killed him. And I so want to hurt you. I can hurt him, first.

“Oh, but I do. My sire is teaching me the finer points of doing it right.”

Xander felt Spike suddenly pause and shift behind him. He looked back to see Spike holding a pencil in one fist.

“The witch is tricky. She tried to levitate this through me. Kill her.”

Xander bit deep in Willow's throat and drained her. The orgasm that rocked him was like nothing he had felt before. His cock was surrounded by hot Willow pussy, his ass was filled by Spike, and now hot, fresh blood was pumping into his mouth. Far too soon, he felt Spike come within him, then pull out. “Leave some, pet. I want to turn her.” Spike pulled him back from Willow’s neck.

Xander, all these wonderful sensations ending at once, snarled at Spike. “Why can’t I?”

Spike smacked him off the girl and the bed. “Because you’re too young, and don’t know how.” Spike growled at him. He picked up Willow, her heart barely beating. Spike drank some of her blood, and then bit his own wrist. He managed to force her to swallow some, dropped her to the bed, and reached into a pocket to pull out two rubber bands. As he did with Joyce, Spike created a bloody red braid which he tucked away.

Xander watched with interest. “Why did you do that?”

“Proof.” Spike moved Willow to the recliner and flopped down on the bed, eyeing his still-naked childe. “So pet, we’re stuck here until the sun goes down. Got any ideas?”

Sunday Night

Xander and Spike fooled around all day. Spike rarely sired new vampires, but he was pleased with how willing and pretty Xander turned out. Between rounds of sex, Spike taught Xander vampire survival skills.

The sun went down and Willow sat up. She stood up slowly, still naked, and watched the scene before her. The two men were intertwined, Spike’s arms locked behind Xander’s knees, his dick deep in the brunette’s ass. Spike grinned over at Willow,  gritted his teeth and pounded harder into the younger vamp. When done with him, he unlocked his arms and let Xander collapse on the bed.

Spike stood and looked over his newest childe as she regarded them with intelligence and interest. “Well, Red. Welcome to our party.”

Willow pouted. “If this is a party, where are the party favors? I’m hungry.”

Spike chuckled. “Woke up hungry, did we? Let’s pull ourselves together and I’ll take you kiddies some place nice.”

Xander stood up and went over to Willow. “Hello, Wil.”

She looked up at him levelly. “You killed me.”

“Yeah, I did. Spike turned you. Now we can fool around as much as we want.” He ran his hands over her pert breasts.

“Later.” She turned her eyes from Xander to Spike and watched him clean up at the sink. “Right now, I’m hungry.”

Spike looked over at her as he dried off. “Get dressed, love. We’ll find you someone nice to eat.”

Soon they are all clean and dressed, Xander once again wearing black. “Xander, is there anything you want to take from this place?”

Xander looked around the miserable room. “Nah. I want to start over clean. Wait! I’ll be right back.” Xander ran upstairs.

Willow sidled over to Spike. “So you’re my sire?”

“That’s right, pet. I’ve always had a hankering to sink… into you.”

She grinned up at him coyly. “Maybe I wouldn’t want you to.”

“Oh, you’ve got spirit.” He grabbed her and kissed her, hard. “You’ve got my blood, pet. Help me do what I need to, and then we’ll see what games you want to play.”

They heard several thumps from far away in the house. Shortly, Xander came down carrying an open fire safe. “Old man didn’t trust banks.” Xander dumped a flurry of envelopes stuffed with cash and gold coins on the bed. “I guess I just came into my inheritance.”

Spike grinned. “Let’s go some place really, really nice, then.”

They drove to the waterfront where Willow easily baited a trio of dock workers to follow her into an alley. Spike snatched one and Xander the third. She drained hers and dropped the body. “More. Now.”

Spike handed over the muscular worker he’d been holding as he watched Willow feed. "I’ve fed so much these last few days, I don’t need him. Drink up.”

Xander had made his kill and watched this exchange. Spike noticed him pouting. “You remember how much you needed at first? These are her first. You’ve had five kills already. Don’t get too full, it’ll make you slow.” Xander nodded.

Willow dropped the second body and strolled over to Spike. “I want to have some fun, now.”

Spike threw his arm around her and kissed her full lips. “I like you, you’ve got enthusiasm.” Xander pouted to one side until Spike held out his other arm. His first childe ran to his embrace and Spike kissed him soundly. “Don’t pout, pet. I love you both. Let’s make a few calls and get busy.”

Willow looked lovingly up at him. “The Slayer?”

A wicked grin lit his face. “The Slayer.”

“Spike?”

“Yes, Red?”

“After we kill Buffy, can we go shopping? Xander got new clothes and,” she looked down at her brightly-colored shirt, “this top looks like a clown blew his nose on it.”

Spike laughed and led his crew off to business.

On to Chapter 6

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