Disclaimer: I do not own Charlie and the Chocolate Factory or any of its characters. Not even Willy Wonka... sigh...

AN: Hey everyone, this is my first ever fanfiction and first time writing smut so any feedback, positive or negative, is very welcome. Although I would ask that negative criticism is constructive so I can work on improving that. So without further delay, please enjoy!

I sighed heavily. It had been a long day touring the factory and I was so glad Willy had let me stay in a spare room for the night. Slowly, I started removing my clothes, ready for bed. I unhooked my bra and threw it onto the sofa at the side of the room. Just then, I heard the door click shut behind me. I whipped my head around in panic, clutching my hands over my bare chest. Willy stood there looking just as shocked as I did.

"Willy!" I shouted in surprise "What are you doing here?" He didn't reply but just kept gazing at me, looking me up and down, his expression a mixture of surprise and fascination. I shuffled my feet and clasped my arms tighter over my chest, starting to feel a little uncomfortable standing before him in nothing but my underwear. Just as the silence was getting unbearable, he began slowly walking toward me.

"Amy," he whispered quietly as he stopped directly in front of me. He was so close I had to tilt my head back to see him. I opened my mouth to reply, but no words came out. He bent down slightly so our noses were almost touching then hesitated. I felt his breath, warm across my face and dropped my gaze to his lips. I leaned in and gently pressed my lips to his for just a few seconds before pulling back again, blood rushing to my cheeks.

"That was...new," Willy murmured contemplatively, then he smiled, his eyes sparkling with excitement "I like it," He slowly leaned in again and kissed me delicately. This time, I decided to take it further and sucked gently at his bottom lip. He seemed to enjoy it as he kissed me harder, his hand going to my bare waist, making me shiver as it reminded me of my almost nakedness. Then I felt his tongue tentatively touch my lips and I eagerly opened my mouth. As his tongue timidly explored my mouth, gently teasing my own tongue, all thought of my state of undress left me and I moved my hands from around my breasts to his shoulders, pulling him closer. He tasted sweet, like chocolate and hazelnut and I couldn't get enough of him.

Deepening the kiss, I removed his top hat from his head, dropping it on the floor, so I could tangle my fingers in his silky hair. I pushed his coat off his shoulders and let it fall to the floor. I then started on the buttons to his waistcoat but they were so damn tricky. Getting impatient, I broke the kiss so I could undo them better. I looked up into his eyes as I dropped the waistcoat to the floor, his gloves followed soon after. He looked bewildered but also seemed eager to know what came next. I smiled at him gently as I leaned back in for another kiss, this time letting my teeth graze gently over his lower lip. He gave a quiet sigh as I did so and, still kissing me, pushed me backwards till my knees hit the bed behind me.

I toppled over, pulling him with me and squealing slightly at the shock, but the sound was muffled by his lips. He pulled back, looking slightly alarmed. I giggled at his expression, making him relax and smile too. Then his eyes dropped lower down my body, watching as by breasts shook from laughing. An intense look crossed his face, almost hungry. He bent his head to my breast and took my nipple into his mouth, making me gasp. He glanced up at me, then seeing my pleasure, lowered his head again, sucking gently and flicking his tongue over my nipple. I tilted my head back, my breathing speeding up as Willy switched to my other breast. I could feel my lust building just below my stomach and moaned aloud as he teased my nipple with his teeth.

Needing to feel his skin, I pulled his face back to mine and drew a line of small kisses up his jaw bone to his ear as I removed his shirt. His chest finally exposed, I ran my hands over the creamy skin and placed one last kiss on his neck just below his ear, sucking at the spot gently. Willy groaned and I felt his hand slide up my ribcage to my breast. My hands explored his back while I kissed him again, even more passionately than before. This time my tongue entered his mouth, dancing with his own.

I could feel his erection pressing into my leg, so I reached down between us to release it. He helped me remove his trousers and kicked off his shoes. Our underwear was now the last barrier between us. Feeling a little self-conscious, I stripped off my own underwear, lying before him completely naked. Willy looked a bit uncertain for a moment, before following suit and removing his own. I smiled up at him, cupping his cheek with my hand and pulling him in for a gentle kiss, helping us both to relax.

My hands roamed over his body then reached down to his erection, taking it in my fist and stroking up the length. Willy inhaled sharply and pressed himself into my hand more firmly. I moved my hand up and down his length a few more times before the need to feel him inside me grew too much. I rolled us over so I was straddling him, kissing him once more before pulling back to look into his eyes as I positioned myself and slowly lowered onto him. For a brief moment, there was a sharp pain as he stretched my opening but it soon passed. I began rocking my hips slowly at first, finding a rhythm. Willy's mouth was open with awe so I leaned down and kissed him hard. His hand wrapped around my back, the other tangled in my hair, holding me tightly as we picked up the pace. I moaned softly into his mouth, unable to keep quiet anymore. I grazed my nails across his chest lightly, savouring the way he shivered under my touch, his breathing becoming ragged. His mouth went back to my nipples and I moaned again. I could feel the lust building inside me, bringing me closer towards climax.

I rocked my hips faster as I whispered "I'm so close. Willy, I'm so..." I felt his hips buck below me as he threw his head back, releasing a low moan as he came inside me. I looked down into Willy's eyes and something inside me snapped. My own sighs joined his, as I too climaxed and a wave of bliss hit me. I felt my toes curl tightly and my nails dig into his shoulders. The ecstasy blurring out everything but him and me.

As the haze began to clear, I rolled off him and lay by his side with our legs still entangled. Neither of us spoke as our breathing rates returned to normal but I rested my lips gently on his shoulder, as if to kiss him.

After a while, he slowly turned to me saying "I've never done anything like that before. We just had sex didn't we?" My lips twitched into a small smile as I nodded silently. He was just so innocent sometimes. He nodded and turned his face away, seemingly deep in thought. Many minutes passed by before he hesitantly spoke again, "I'm tired Amy. Could I..." He took a breath and turned his head to me again, "Could I sleep here? With you?"

I smiled at him again and nodded "Of course," feeling relieved. I hadn't even realised I was scared of him wanting to leave till he'd asked to stay. He grinned at me happily and we manoeuvred ourselves under the covers. I snuggled into him and he placed a kiss on the top of my head. I heard his breathing slow and soon I too fell asleep, feeling completely secure and content wrapped up in his arms.