Faceless Lady isn't faceless anymore: tonight she's overcompensating with hundreds of faces, each one flashing to the next at an all too rapid clip.

"Show me who you are," says Buffy, and the quick-switch settles on a pretty young blonde, then morphs one last time...

...into her Conversational French professor?

Well, if the Gucci boot fits... "I always said you were too fashion-forward for a teacher."

"L'enfant appartient à moi," Prof. Rousseau says, advancing with a long knife.

Buffy roundhouse-kicks it out of her hand and snaps into battle stance. "Psycho killer, qu'est-ce que c'est?"

In the ensuing tussle, Buffy winds up on her back on the stone floor, the woman on top of her. In her periphery, a flat, shiny disc catches her eye but before she can grab it, her arms are pinned ...and she's stark ravin' naked.

"Tu veux atteindre le septième ciel?" her professor asks with a saucy wink, then zeroes in on Buffy's left nipple. With her mouth.

Whoa, unexpected, but feels really...

Buffy woke herself up with a gasp.

The first thing she realized was that the last part wasn't a dream: her nipple was indeed being sucked on, only it was by Spike, and not her possessed forty-something female French teacher.

Which was comforting, to say the least... but a quick glance at the clock radio told her it was 4am. What made him so randy in the middle of the night? Had she been talking girl-on-girl action in her sleep? Had he been visited by another Magical Witch Bunny?

She whispered his name, but that only made him suck harder, and that made her forget whatever it was she planned to say. Arching into him, she bit back a soft moan, then remembered Mom wasn't home and let it out.

Encouraged, he began to move with her, over her.

Buffy noted that there was some kind of barrier between them. A pillow?

With a reluctant glance, her suspicions were confirmed: she was the pillow. Another night, another big, fat growth spurt.

At her whimper, he rose to kiss her neck and assure quickly, deliriously before returning to his boob-worship, "Shhh... you're so beautiful, you taste so good, so fucking delicious, oh Buffy..."

Well, if he was gonna call her 'beautiful' in his raspy bedroom voice, and circle his tongue like that, and oh, suck it like that... she could maybe file the worry under 'later'. There was sensual sleepy sex to be had, and she wasn't not horny...

She watched him for a while. It wasn't just her belly that had grown, her cup size had too, and though Spike was hardly a breast man she understood it as an irresistible novelty.

But then she noticed something odd. He was swallowing after every third suck: Suck, suck, suck, gulp. Suck, suck, suck, gulp.

Suddenly, she made the connection between his choice of words, her new third trimester size, and what he was so gleefully in the midst of.

She shoved him up by the forehead. "What are you doing?"

He looked all flushed and worked up and disoriented. "Shh, baby--"

"Don't shush me." She shielded the breast he instinctively aimed for. "What are you doing?"

"Nothing, just loving you, you sweet, gorgeous, tasty thing--"

"Stop!" Holding him at bay, she squeezed and saw it, a tiny droplet of white. "Oh my god, you're drinking my breast milk! Get off me!"

"Please don't make me," he begged her in a devilishly sexy whisper, "please," and before she could think, she'd let him go and he was feasting again with gusto.

Lately Spike had developed a child-like fascination with everything the female human body could do that a vampire's couldn't; he was always trying to sniff her socks or follow her into the bathroom. While those curiosities were comprehensible if not mildly annoying, this? Was just wrong.

Right?

"Spike..." Her struggle came out halfhearted, because it felt mind-bendingly good. "That's not for you."

He raised his head to say, "Got dibs 'til baby gets here." And back again.

"Stop it," she whined, "it's weird..."

"It's delicious," he said, invading her mouth with his flavored tongue.

God, he was freaky.

...and god, she wanted him.

Returning his zealous kiss, she wrapped her arms around his head, whispered in his ear, "Okay," and pushed him back down to her breasts.

* * *

"I'm pretty sure it's a mislead, but be careful anyway. You're the best, Xander. Merci bunches." She turned off the phone and used it to whap Spike, who hadn't stopped copping feels throughout the entire conversation. "God! Don't you ever get enough?"

"Never." She straddled his thighs to continue the assault, and he cheerfully took the hits, preferring to pull her towel away and cup her breasts. "What's this about him being the best? Thought I was."

"Weren't you even listening?" At his headshake, she dropped the phone on the bed. "He's checking out Professor Rousseau so I don't have to be seen around campus with my enormo-gut."

"Mmm, more for me." Now that she was nude, he was hard again.

"No more for you. I have to get dressed."

"Why? We've got hours."

"We've had hours, Spike."

"What's a few more?"

"We just showered!"

"I see no reason we can't shower again, my voluptuous, bountiful... blossoming... blossom--"

"See? You're even running out of descriptives." She got to her feet. "Give it up."

He propped up against the headboard, threw an arm behind his head. "Fecund, I didn't use that one yet."

"Use that one and I'll stake you," she promised, and went to her closet to rifle through the selection. "Straight to the supersize. Yay for fatness."

"You're not fat."

"No, I'm 'fecund'," she said with disdain, finding the largest pair of panties she owned.

"Turn to the side for me."

"No! Why are you so into my body like this?"

"I don't know... It's so... Fecund."

"Stake. Killing you."

He breathed in, exhaled, hand running down his naked torso. "Can I lick your belly button?"

"No, you cannot." She pulled her size 6 underwear as far as they would go... which wasn't very far. "One thing I hoped I'd never need: thunderpants. Only solution," she said, kicking them off. "None-derpants."

He idly cradled his balls, his erection. "Bend over for me."

She answered with a silent Excuse me?

"Touch your toes."

"I'm not gonna--! I'm not here for your amusement."

"Just for a second. Come on, be my peep show girl."

She gave him a disdainful look, but bent down anyway. Wow, touching toes, not so easy. She tried again, making it a balance exercise.

"Yeah," he whispered, stroking his cock. She looked like a pregnant Elvgren, at once innocent and pure, incredibly fuckable and undeniably fertile. "Gonna jet my juice all over that big, plump--"

"Okay, I heard that, and I'm disturbed." She stood straight. "Peep show over."

"Oh, come on--" He tried to look past the closet door she'd moved behind.

"Come on nothing." She came back in a three-tone tube dress, each band a different shade of blue, and checked it in the mirror.

That could work, too. "Very nice."

"Are you on drugs? I look like a beach ball."

"It's stunning! Look at you!"

"But this!" She gestured at her bump. "Why with this bloaty balloon?"

"I hate to break it to you, Slayer, but you're pregnant."

She sulked, hand on her belly, eyes on the mirror. "I hate it."

He stopped stroking. "You know, I hear some women have to suffer through this condition for weeks. Sometimes months."

"Very funny." She sighed and grabbed her hairbrush. "I know, I know, blessing in evil disguise. Of course it figures that I'd be the Concord when I get the one guy in all the world who thinks big roundy slow-moving airplanes are hot."

He could watch her brush her hair all day. "I'm not the only one, love."

"In a couple days I'll be too big for sex, you know."

"Nice try." He reached for a book on her bedside table and opened it to a dog-eared page. "Says right here you can go to the very end. And I quote--"

She yanked the book out of his hands, gawked at its cover, and at him. "You've been reading my Girlfriends Guide To Pregnancy?"

"Just the good parts."

"Fine. You win." She gave it back and returned to the closet mirror, then looked at herself in profile. "You're gonna be disappointed when it's over though, aren't you? When I'm Buffy-sized again."

"Oh, sweetheart." He went to her and wrapped his arms around her from behind. "I'll never be disappointed with you. I'm just enjoying what I got while I got it."

She looked at his hands on her body, unable to focus on the mirror now that he wasn't in it. "All eight thousand pounds of it."

"Balloon-sized, peach-sized, Buffy-sized," he ran a light touch up her thighs, bringing her dress along for the ride, "I'll always want to take your clothes off."

"Hey! Trickster."

"Look how beautiful you are," he said. "Can't you see what I see?"

"You're not there. It's ooky."

He shrugged. "Just think of me as the voice of God."

"You? The voice of God."

"Yeah." He shook her shoulders and said in a booming Dracula voice, "YOU ARE SEXY, BUFFY SUMMERS..." Buffy laughed. "YOU ARE SO SEXY I WANT YOU TO IMMACULATELY CONCEIVE THE SECOND BLOODY COMING OF BUNNY RABBITS!!!" He jiggled her breasts and added, "I HAAAVE... SPOOOOKEN..."

"Okay, since when is God Transylvanian?" she wondered, wiping away a laugh-tear.

"Made you look. Now, pay attention." He grasped the top of her tube dress, and in her reflection, it began to roll down seemingly on its own. "Normally you've got fantastic tits, but these..." he revealed her to the mirror, "these are porn tits. So sayeth the Lord."

She chortled, but he wasn't wrong. "They're somewhat porntastic."

"Look at these nipples. So big and ripe and red..."

She buckled as he began to massage them. "They're red 'cause you won't leave them alone."

"They're clearly asking for it," he said. "Open your eyes."

Her Invisible Dracula God was squeezing her breasts, holding them up, letting them bounce free.

"Look at your face."

She glimpsed herself, piqued and aroused. It did make her look kind of pretty.

"Wait 'til you see the rest of you." He pulled her desk chair toward the mirror and sat down, urging her to sit on his lap and to spread her legs. "Open up for God..."

"Stop," she said, blushing.

"I will when you admit how beautiful you are like this." He teased apart her labia. "What'd I say? Like a blossoming red rose."

She looked away shyly, but then he began to touch her, and she wondered what that looked like...

"When I make love to you," he moved her hair away from her neck, "you glow."

"I do not..." Her tone matched his now, quiet and flirtatious.

"Wanna bet," he rolled her dress up and off, and swept his hands down her sides, "my golden goddess?"

His unabashed worship made her skin prickle, made her pussy ache, made her inhibitions melt. It didn't matter that she had a small watermelon for a midsection. In fact, she was convinced that Spike could probably make her feel sexy if she was suddenly transformed into a large-scale bumblebee. He'd think the oozing honey was way hot.

She reached back to touch his neck, and he repositioned her in his lap to slide her wet center over the tip of his cock, back and forth.

"Oh... God..." Her nipples crinkled.

"Want it?"

"Uh-huh," she whispered, so he grit his teeth and lowered her into place, agonizingly slow. She held her breath in anticipation, finally letting out a long, sensual exhale.

Spike kept the pace measured and deliberate, moving her hips up and down, until he could point out, "And... there's our glow."

She looked at herself, and smiled.

"Sweet little apple-cheeks." He chucked her cheek, then caressed her belly, saying with profound amazement, "Look what I done to you."

It was obvious he wasn't just referring to her glow. He was overcome with pride, and she was starting to get why.

So, for one breathtaking afternoon in front of the mirror, with Spike's adoring stream of consciousness guiding the way, Buffy saw herself for the first time through the eyes of love.

* * *

"Please stop," Giles said, refusing to look in the rearview at the heavy-petters in his back seat. "I can hear the... smacking."

"You heard him," Buffy pushed his solar plexus and tried to be firm. "Stop."

Undeterred, Spike pawed her breast and kissed a line down her neck.

"I'm sorry, Giles, he's like a dog with a bone." She winced. "Uh -- pretend I didn't say 'bone.'"

With a snigger, Spike clasped her hand over the 'bone' in question, making her gasp.

"I truly wish I could."

"You ever seen anyone so magnificent?" Spike said amorously, hands all over his Buffy, who murmured a hoarse chuckle.

"Never," Giles said, humoring him for the hundredth time.

"And she's all mine," he said. "Every sweet, supple, swollen centimeter of her."

"I think I preferred the smacking," Giles said.

* * *

"So, let's out with it: boy or girl?"

"Spike!"

"Would you really like to know?" Dr. Patel said.

"Yes," said Spike, while Buffy said, "No!"

"Here," Spike leaned in to the doctor, "just whisper it in my ear."

"Spike!" Buffy said, "I want it to be a surprise -- for both of us. Don't tell him."

Dr. Patel admitted, "Actually I don't know myself yet. The baby's playing hard-to-get."

"Hmpf," Spike said disapprovingly. "Just like her mother."

Buffy slapped his hand. "Behave."

"Ah, there's the head," Dr. Patel said, pointing at the monitor. "He or she looks very healthy. The forced growth doesn't look to have adversely affected its development at all. Look there... it's sucking its thumb."

"Just like his father," Buffy snarked. She looked to him expecting a comeback, but he'd gone completely speechless, staring at the ultrasound picture.

She touched his hand, and he glanced down at her, taking her hand to his chest.

"You see that?" he asked, choked up. "Tiny little bugger..." He quickly rubbed a tear away, remembering to maintain manly composure.

Buffy kissed his hand.

"About 14 inches long... I'd say we're at 28 weeks or so. That's four weeks ahead of yesterday, about half of the change the day before."

"So, how long have we got, doc?"

"If it goes on at this rate, anywhere from..." the doctor wavered. "From..."

"Sanvi?" Giles caught her just as she lost consciousness.

Slumped backward in his arms, she opened her eyes, calmly looked around the room, laughed, and fainted again.

Giles called her name again, and she jerked awake with a gasp, wild-eyed and shaken. "What happened?"

"You... you fainted," Giles said. "Are you alright?"

"Yes, I'm..." He helped her to her feet. "I'm fine. It's nothing, really, just a... I haven't been sleeping well."

Spike and Buffy exchanged a look of trepidation.

"Why don't you sit down."

"No, no, I'm alright, really." She turned to Buffy to apologize, but teetered again. "Right. I suppose I'd better sit down then."

* * *

Buffy sat shotgun on the quiet ride back to Sunnydale. Even Spike didn't have much to say. She looked at Giles' profile, his deep frown, and thought she'd just out with it. "What happened to her back at the Council?"

He watched the road for a long moment. "I don't know."

"'kay," she said, letting it go.

"They wouldn't tell me," he said, clearly bitter. "One day she was there, the next she was gone... They wouldn't tell me why she left. All I knew of were the nightmares. Ghastly."

"Like, how ghastly," she asked, "on a scale of one to, say... Buffy?"

"She dreamt she ate an infant's heart every night for seven days."

"Ah," she nodded. "Buffy ghastly."

"Wait, hold on," Spike perked up in the back seat. "You're letting a bloody lilin deliver my baby?"

"Don't be daft, Sanvi's no 'lilin'. Even if there were such a thing--"

"Oh, there is! I know for a fact!"

"Um," said Buffy, raising a tentative hand, "Not hip to the groovy demon lingo?"

Giles explained, "Lilin are the favored daughters of Lilith, the first woman."

"They eat baby hearts for fun and profit," Spike said.

"Folkloric nonsense engineered to justify the patriarchy."

"Sod how it started, doesn't mean it's not practiced. You of all people should understand, Mister I Was A Disciple of Eyghon."

Giles glanced at Buffy. "You told him about that?"

"Well, I..." He'd asked her about her tat scar, what was she supposed to do, lie? "Sorry?"

"Dru dabbled in Lilith-worship back when -- I remember the Seven Day Feast."

Buffy turned to gape.

"Well, I didn't eat any babies! I couldn't even watch! It was a female-only event." He gazed out the window, envisioning blood-spattered bacchanalian orgies. "Always wondered what they did in there..."

Buffy rolled her eyes.

"Poseurs all," said Giles. "Not a true lilin among them."

"What makes you so bloody sure?"

"Because Lilith's about as real as, as, as the Easter Bunny!"

"Shhhh." Buffy pet her stomach, protecting Junior from the travesty. "Don't listen to him."

"The most anyone's ever written about her was in a novel. A fictional novel meant to entertain and amuse."

"I know the one, The Song. Dru had the oldest known copy."

"I very much doubt that, since I've got the 7th century original," Giles snipped. "Look, not one child was reported missing or slain when Sanvi had the nightmares, therefore nothing happened, and I don't want to hear any more about it!"

* * *

"I don't want you going back to her," Spike said, holding Buffy's hand as they walked to her front door.

"Oh, come on. She's not a baby-eater! She had some scary nightmares, the end."

"Now you're sounding like him. I'm telling you, I've got a bad feeling about her. You can't trust his judgment -- he's thinking with his heart, not his head."

"Funny, that's exactly what he said I was doing with you."

He smirked sidelong at her. "Touché."

They went up the porch steps. "I guess Mom's still in L.A."

"Reeally," he drawled, shoulder resting on the house, devilish eyebrow arching.

Was there an award for World's Horniest Man? 'Cause Spike would totally win. "You have the keys."

Hand raised, he opened his fist and let the keys dangle. She reached to grab them, but wasn't quick enough. Slowly, he trailed a fingertip down her jacket lapel, nudging it open over her hardening nipple. "Gonna give Daddy a taste?"

She turned bright red. "Out here? No way!"

"Guess you can't go inside then."

"I'll fight you for 'em."

"Now that I'd like to see. All that jiggling--"

Screeeeeeech!

A sedan with a glowing plastic pizza on its roof came to a dramatic halt in her driveway, and Xander jumped out. "Guys! Guys."

"Bloody interloper," Spike muttered.

Buffy was perplexed. "When did you start working for Pizza Boy?"

"It's my first day, and judging by the five cold pies in the back, also my last. Look, Buff, I went to see your teacher today. Turns out she didn't show up for work, so I got Will to hack up her address, which, FYI, is thirty miles out of town, so I didn't have the means to swing by until now. Buffy..." He gulped.

"Oh, god." Buffy didn't want to hear it.

"She's dead. And by dead, I mean there's nothing left but skin dead."

* * *

"Tomorrow he receives the tablet." WinQuar paced from one end of the office to the other, mirror shards crunching beneath his feet.

"Good for us," Lamashtu stretched on the couch, getting reaccustomed to tonight's skin. "Unfortunate for him."

"Yes, yes," he said, but there were too many opportunities for error in this equation, too many of these 'friends' of hers on hand to muck it up. If only he had access to his full arsenal of abilities here...

"Is that worry I detect in your tone, WinQuar?"

"No," he said defensively, then hung his head. "Yes."

She clucked her tongue. "Have you no faith in your maker?"

"My goddess." He dropped to his knees before her. "My faith is eternal, growing only stronger after these thousands of years. It is I who feels lacking, as though I've failed you."

"But you haven't failed me yet." She ran a fingertip over his bald head. "We're almost there, WinQuar. I'm nearly free. This body..." she rubbed his face over her front, stood up and undulated like liquid, "sings to me. It sings the song of my infinite power!"

Head dazed and heart bursting with fresh arousal and adoration, he thought, I gaze upon the most glorious sight in all the world. "I can hear it, Lamashtu."

She shrugged off her white lab coat, shook out her lustrous black hair and looked at him, expectant. "What did you just call me?"

"Forgive me... Sanvi."