Panic Attack

By Danielle


Disclaimers: Willow & Oz belong to Joss Whedon, crazy crackhead man. And they belong together!

Notes: Happy Birthday Montana!! This one's for you. Someone challenged us all a while ago to write the "celebratory panic" scene. Here it is- and it's chock full of W/O smut for your b-day. LOL! This is rated NC17.


Walking away from the blown up school, the 5 friends and survivors of Graduation Day were content. Happy even. Xander and Cordy were even being civil to one another. As they reached the parking lot, Willow felt a rush of giddiness, and sprinting forward, jumped piggyback on to Oz. Startled, he nearly dropped her, but she was too busy laughing to notice. "Drive me home," she commanded.

The werewolf, grinning from ear to ear, carried her to the passenger side door. "Your wish is my command, my lady!" After opening the door for her, he gently placed her feet back on the ground, and she climbed in to his van. Waving to Buffy and Xander, who were getting a ride home from Cordelia, Oz walked around to the driver's side and hopped in.

On the drive, Willow couldn't seem to wipe the smile off her face. He knew that smile- she was in full on Evil Mastermind mode. "Okay, I'll bite. What have you got going on in that head of yours?"

Chuckling, she reached out and caressed his knee. "No, no biting. We already decided that a long time ago."

Rolling his eyes, he looked at her pointedly. "You are planning something, Ms. Rosenberg."

"Oh, am I, Mr. Osbourne?"

Knowing that she wasn't going to reveal her plot until she was ready, he drove the rest of the way in silence. As he pulled into her driveway and shut off the engine, he looked over at Willow. She was a nervous bundle of energy.

"Do you want to come in?"

He looked her over, loving every minute of this secrecy routine. "I don't know. You tell me- do I want to come in?"

"Oh, I think you do." She opened her door and hopped out, rushing over to grab his hand as he exited the vehicle. Pulling him toward the door, she fished for her keys in her pocket with her free hand.

Quickly unlocking the door, she pulled him inside with her, and nearly dragged him up the stairs to her bedroom.

"Willow, I hate to be a mood breaker, but what exactly are you doing?"

"Well," she began as she shut the bedroom door behind them, "I am just freaking out."

"You seem pretty calm to me," he observed.

Stepping forward and taking his face between her hands. "Oh, no, I can't believe it's all over. We can't be safe. In fact," she continued, wiggling her eyebrows suggestively, "I think I am having a Panic Attack."

"A Panic Attack?" he asked, feigning concern. "That can't be good."

Willow shook her head in the negative. "Oh, no. It can be good. Very good. In fact panicking is my new favorite thing." She drew him forward seductively and began to kiss him.

"Hmmm, Will, I think you're right." he mumbled against her lips. "Panicking is definitely of the good."

Still smirking, she began to kiss his face, and started running her hands all over his body. She clutched his backside firmly and pressed his growing erection tightly up against her body, causing sweet friction.

Groaning, he managed to say, "Baby, oh god, you're killing me here." She ignored the comment, and continued to grind him against her, then slipped a hand around between them to rub him roughly through his clothes.

That was all he could take. His hands began to work at a furious pace trying to unbutton her jeans, and when they succeeded, he grasped the bottom of her shirt and pulled it quickly over her head. Not giving her time to react, he buried his hands in her hair and pulled her roughly to him, kissing her with the passion and urgency he felt. He pulled away only long enough to rip off his own shirt, and Willow unzipped her jeans and let them drop to the floor.

Grabbing her by the waist, he kissed her again and began to move her backwards to the bed. Her knees hit the edge of the mattress and she tumbled backward, landing softly. Oz pounced on her after tearing off his jeans, and started placing kisses on whatever exposed skin he could find.

Soon his hands wandered to her breasts and caressed them through her bra, and he felt her nipples grow hard under his touch. "Oz, god, Oz, more please!"

He reached behind her and unhooked her bra, and pulling it off of her, let his lips attach themselves to one rosy bud. Willow's breathing was coming in gasps as he continued exploring her with his tongue. He grasped her hips and pulled her panties off of her, and placing a hand on her stomach to steady her, kissed her intimately.

His name was on her lips as he laved her sensitive flesh over and over until she ached and finally exploded. Knowing he had to be more than ready, she didn't bother to wait for her breathing to return to normal before she sat up and pulled his boxers down to his ankles. He kicked them off and she flipped them so she was in the dominant position. Placing herself directly above his waiting shaft, she lowered herself slowly, the torturous activity causing him to squeeze his eyes shut in anticipation.

Finally he was fully in and she began to move up and down, taking him in and releasing him slowly. He withstood the beautiful anguish as long as he could, finally grabbing her and throwing her down on to the bed. He thrust until he heard her scream his name again, and then let himself burst through the wall of pleasure. Collapsing against her, he kissed her hard, letting her know he was happy.

Grinning, she looked up at him. "Celebratory panicking, definitely two thumbs up." Smiling, he brushed her hair off her face and cuddled close to her. Soon the two were sound asleep, their Panic Attack over for the moment.


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