SPOILER WARNING: minor spoilers for Prophecy Girl
RATING: G
CONTENT WARNING: Xander/ Willow romance, character based: don't expect any action
SUMMARY: Willow decides that in order to make Xander notice her she will change herself. (Written before second season started.)

DISCLAIMER:I have never claimed to own Buffy, any of her Slayerette pals, or any part of her world. I would never falsely claim anything that belongs to such nice people as Joss Wheadon, the WB, or Fox.

Text enclosed in * * represents thoughts.

Gonna Make Some Changes

by: Rebecca Carefoot


Willow read her last e-mail and signed off her computer. She rubbed her eyes tiredly; three hours of staring at the computer screen had left her feeling a little headachey, and her eyes felt scratchy with fatigue. *Not an experience I am dying to repeat,* she thought to herself. But there was always so much to do; it seemed like she could never finish it all. Every time she turned around it was another e-mail or another disgusting occult occurnce to look up. Not that she was complaining. She loved being part of Buffy's world but sometimes, like tonight, she felt like something was missing. Something like..Xander.

She thought about him for a moment, tried to imagine him walking up to her, love in his eyes. She tried to imagine him sweeping her into his arms. Usually the fantasy was the first thing to pop into her head at some odd inopportune moment, but not tonight. Somehow every time she tried to conjure up his face, all she could see was him kissing Buffy. She threw herself down on the bed, angrily punching her pillow. Even after Buffy had flatly turned him down, he still loved her. Even after Buffy had distinctly told him that she didn't think of him that way, he still thought there was hope. Or maybe he didn't think there was any hope, but it didn't matter because he just couldn't keep himself from loving her.

*That's how it is with me,* she thought. *I can't even dream that he loves me anymore. All he sees is her; all he thinks about is her.* There was only one way she could think of to change that, she would have to become more like Buffy. *Of course he can't love me when she's around,* Willow told herself. *She's so exciting, always running off to defeat some danger or other. All I do is sit at home and stare at that stupid computer. She always looks gorgeous with her flawless make-up and clothes, and I look like a reject from the Salvation Army.*

So Willow decided that there was only one way she would ever get Xander to love her, change.
************
She decided the first step would have to be shopping. She needed to buy a whole new wardrobe and some make-up. As she tried on tiny t-shirts and short dresses in the fitting room she felt a little uncomfortable. She felt naked, exposed and that was a feeling she hated more than anything. Still, it was for Xander so she drew in a deep breath and marched up to the cashier. She bought some pastel nail polish and some make-up. Blush, eyeliner, mascara, lipstick, eyeshadow she needed it all. This was going to leave her completely broke for a while, but if it got Xander to notice her she knew it would be worth it.

Luckily it was a slow weekend, no major disasters to research so she had time to practice. It took her a while to get the make-up the way she wanted it. Her first try looked more like an Indian in war paint than the glamour she was shooting for, and her second try left her looking like a kid trying to play dress up. She was pretty happy with the final result though; she thought it made her look much older.

She also spent the weekend walking around her room in heels. After nearly twisting her ankle several times and falling on her face once or twice, she started to get the feel of it. Now if only she could manage to walk from class to class without staggering like a drunk, it should be perfect.

She lay in bed for hours on Sunday unable to sleep. Tossing and turning, she thought of Monday morning and what people would say. She could only hope that she wasn't making a total fool out of herself. *Please don't let him laugh at me,* was her final thought as she slowly drifted into a fitful sleep.

She awoke to the buzzing of her alarm clock. She had set it an hour early to give herself time to prepare. So with the rest of the world still sound asleep, Willow began to get ready. First she dressed herself in one of her new outfits, a bright blue dress dotted with tiny white flowers. She stared at the hemline which ended high above midthigh. She felt like her underwear was showing all the time, but careful scrutiny in the mirror proved that it was just her imagination. They only showed if she lifted her arms way above her head. She reminded herself not to reach up and turned to her make-up. It only took her thirty minutes to recapture the look she wanted. White eyeshadow with a light pink backround, reddish pink lips and a touch of blush. Her face felt stiff with the make-up on it, but she decided she liked the look as she put the last touches on her eyeliner.

She glanced at the clock, and quickly slipped on pair of high heeled black boots. She just barely had time to do her hair. She used her mother's curling iron and clipped back the curls with a set of blue barrettes. Then she grabbed her backpack and ran down the stairs barely stopping to snatch some toast off the table. She ate on the bus, her stomach in knots that turned into fluttery butterflies as they pulled up to the school. Wanting to hide more than anything, she touched her face, then her hair and stepped off the bus. She could see Buffy and Xander near the school's entrance and walked over to meet them.

"So then I told him that if the dress had a stain on it before I bought it they had to let me return it because it was totally defective." Buffy was saying as Xander stared into her face. From the blank look in his eyes, Willow had a feeling he had no idea what she was talking about. "Because I can't wear something that's stained, you know?" Xander nodded blankly.

"Right, stains..bad. Hi Will." He glanced over at Willow as she walked to them. Then he just stared. Buffy turned to greet her friend and when she saw her, stood still with her mouth hanging open. She quickly pulled herself together and said hi.

"Nice outfit Willow," she said. She could tell that the new style was making Willow nervous so she covered the awkward silence with chatter, hoping that it would make Willow more comfortable. "Where'd you get it? I really like the pattern."

"Oh," said Willow. "Wet Seal.

"I love Wet Seal," said Buffy. Then she decided to take the subject away from clothes.

"So I heard there's going to be pop quiz in history."

"On what?" asked Willow. She hadn't studied much all weekend. In worrying about the quiz, she began to forget how strange she felt.

"I think they said it was on the War of 1812."

"Oh, ok." said Willow. "Shouldn't be a problem then." Buffy could tell that WIllow was beginning to get her confidence back. The jangling of the bell broke through their thoughts and sent the group scattering in different directions. Willow concentrated on not falling as she hurried to class. It was going pretty well, even though Xander hadn't said much about the new look, or anything at all.

Buffy sat down in her first period, trying to figure out why WIllow had decided to totally change her look. *Well whatever the reason,* she thought, *it was a really great look.* Maybe Willow would lend her that dress sometime.

Xander walked to first period in total confusion. He had known Willow since practically before they were born. He had always been able to count on her, she was the best friend a guy could have. So what was she doing? It just didn't seem like Willow in those clothes. It was like a totally different person, and she was HOT.
***

Willow pretended to work on her history pop quiz. She had finished within the first ten minutes of class, but she didn't want to advertise that fact to her struggling classmates. She snuck a look around the room. She would turn in her quiz as soon as somebody else turned in theirs. As she glanced around the room her searching eyes met the stares of two boys. She immediately turned her attention back to the finished quiz. She noticed Valerie get up to turn in her quiz and quickly followed her.

After placing her quiz on the desk she turned to walk back to her seat. It seemed like the whole class was watching her. Heads turned, and as she walked by the many sets of eyes traced her every move. *Why are all these people staring at me?* she thought. *These people usually don't notice me the first time much less give me a second glance.* Even Jerry, the star center in basketball, and Kevin, the captain of the soccer team, couldn't keep their eyes off her. *Oh God,* she thought, *something must be wrong with my outfit, or my hair. What if my mascara ran, or my eyeliner is on wrong, or..? Calm down Willow,* she told herself. There was obviously something very wrong, she would ask Buffy about it in Science next period and hopefully she could fix whatever it was before Xander got to class.

********
Willow hurried over to sit by Buffy at her lab table.

"What's wrong, Will?" Buffy asked. "Aren't you going to sit next to Xander like you usually do?"

"Buffy," Willow said almost in tears. "They wouldn't stop staring and I don't know why and I have to know what's wrong with me before he comes in and sees it..."

"Whoa," Buffy interrupted. "Take a breath or two, it's good for you."

"What's wrong with my outfit, or my make-up or hair," gasped Willow. "Hurry!"

"Willow, calm down. No hyperventalating until after we hear our homework assignment. You look fine, ok? Better than fine, you look great."

"But they were all staring."

"That's the point of the outfit isn't it, to make people notice. Well they are. That's what guys do when they see a pretty girl. It's that whole hormone thing."

"Oh," said Willow. " 'Cause I didn't really want other people to notice me, only him." She gazed longingly at Xander as he entered the classroom two seconds before the bell. "How does he manage to time it so that he gets here just those few seconds before the bell?" she asked dreamily.

"Luck," answered Buffy. "He has to practically run from the other side of the school. That's why he's tardy so often."

"Oh, right." said Willow as she drifted to her usual seat next to Xander. "How was your weekend?" she asked as she sat down.

"Oh good, weekend was pretty nice. No school then you know." Xander kicked himself mentally. *What the hell am I doing?* he wondered. *You'd think I was talking to a gorgeous stranger. *This is Willow,* he reminded himself. *Now stop staring and babbling like an idiot.* With an effort he dragged his eyes from her face. He tried to listen to the teacher drone on about some kind of scientific thing. But they had to share a book, and sitting so close to her made him really nervous for some reason. Her hair was so shiny, and she smelled good too. Kind of like oranges. "You look nice today," he muttered.

"As opposed to how crappy I usually look?" Willow teased. But her heart thrilled at his compliment. He HAD noticed. It was all worth it.

"No," Xander protested. "I mean you look nice every day. Only today you look more nice than usual, because you look different and.." he trailed off trying to recapture his train of thought.

"I know what you meant," she said deciding to put the poor boy out of his misery. He smiled helplessly and tried to turn his attention back to the science lesson. It was hopeless.

"So are you going to the Bronze tonight?" he asked casually, he hoped.

"I don't know. It's Monday, and I should study." She looked into his disappointed brown eyes. "But I don't really have to study so I guess I could."

"Goodie," said Xander happily. *Goodie?* he thought. *What am I talking about? When have I ever used the phrase goodie?* "I mean I'll meet you there," he amended.

"Ok. Is Buffy going too?" asked Willow.

"Who?" Xander said dazedly.

"The girl you've been obsessed with since she came to this school. Is that ringing any bells? She slays vampires."

"Oh, that narrows it down. Of course, Buffy. I don't know if she's going. I haven't asked her."

"I'll ask her later when we walk to math." Xander nodded still staring at Willow. He jerked himself out of his trance. *Buffy! Yeah, I have to talk to her. She's a girl and girls know what other girls like in guys.*

Willow was getting a little worried about Xander. He had never acted so strangely towards her before. It was like he was nervous, no it was like he was way brain dead. *It must be that hormones thing again,* she decided. She'd just have to wait and see if he was actually falling in love with her, or if he was just a total space cadet.

Buffy looked over at her two best friends. She could tell that Xander was falling hard for the "new" Willow. Now that she thought about this whole "new" Willow thing, she wasn't sure she liked it. Xander appeared to have lost his brain along the way, and Willow's new look seemed awfully close to Buffy's own look. The short dresses, the boots...it definitely seemed like Willow was becoming more like Buffy. *Hey,* Buffy told herself. *Willow is allowed to wear whatever she wants. I mean this is what's in style. Just because it's my style doesn't mean no one else is allowed to wear similar clothes. I should be happy that Willow is finally getting her man. * Buffy nodded to herself. *I should be happy, but I'm not.*
*****

"Hey Buffy, wait up!" called Xander as he dodged the various Sunnydale High students that blocked his pathway through the halls. Buffy turned and waited for him to catch up. "So are you going to the Bronze?" he asked.

"I don't know. Are you sure you wouldn't like to be alone with Willow?"

"Well yeah, but you can still come." Buffy shook her head.

"Three people definitely don't fit in the love nest. Besides, I'm meeting Angel for a midnight stroll." Normally Xander would have felt a surge of jealousy at the mere mention of Angel's name, but for some reason it didn't bother him this time.

"Ahhh, how is Angelus these days?"

"Xander what is this mood you're in? Could it be love?" Buffy teased. Xander started to give his usual I don't like my good pal Willow that way speech, but the words just weren't true anymore.

"I don't know," he answered. "I mean it's Willow, my buddy. But it's not that Willow, it's a new Willow. Haven't you noticed something different about her?"

"Yeah, like her clothes, make-up, and hair for starters." Buffy laughed.

"Oh I knew there was something," Xander answered. They walked along the sidewalk towards Buffy's house. "Look Buffy, you have to help me. 'Cause you know what girls like, and I want to do everything right for Willow."

"Just be yourself, Xander. Willow has loved you for being yourself since the dawn of time."

"But what should I say to her?"

"Xander, if there is one thing you don't need help with it's words."

"Oh yeah? You should've heard the intelligence I was spouting in science. Great stuff like there's no school on weekends. Only stupider."

"Well I'm never opposed to spreading my wisdom around, so here's some advice. Give her lots of compliments, and dance a couple of slow dances with her. Be really considerate of her, and don't be afraid to kiss her. She needs to be kissed."

"All righty. Sounds good to me, especially the kissing part. Thanks, Buff."

"Ok, here's my stop." Buffy said as she walked up the driveway to her house. "Don't stay out too late. And don't do anything I wouldn't do"

"Thanks mom. And, what exactly is there that you won't do?" Xander called back.

"Well, I wouldn't wear puke green nail polish," she said after thinking for a while.

"Damn, in that case I'll have to move to Plan B." Xander said as he walked away. Buffy laughed and entered her house.

********
Willow stared at herself in the mirror. This was like a real date, with Xander. She had been dreaming of this moment forever. And now it was here and she felt like she was going to throw up. *Calm down,* she told herself. There is nothing to be nervous about. This is Xander.* Just thinking his name sent her stomach twisting. Suddenly her thoughts were interrupted by the shrill, insistent ringing of the telephone. Taking a deep breath, Willow picked up the receiver.

"Hello?" she asked breathlessly.

"Hi. Is this Willow?" It wasn't Xander. She sighed a little and turned her attention to the nameless person on the telephone.

"Yes, this is Willow," she answered.

"Oh, cool. This is Kevin from your history class." *Kevin? Kevin has never called me before; how does he even have my number?*

"Hi Kevin. Did you need tutoring or something?" she asked, confusion running rampant.

"Actually I was wondering if you would like to go out sometime?" Willow froze. *Kevin Murphy is one of the most popular guys in school,* she thought. *Why would he ask me out? I'm guessing either he's delusional or this is some kind of cruel joke someone put him up to. He didn't seem sick in school, so I'm betting on the latter.*

"Hello?" Kevin said. "Willow are you still there?"

"No," she answered. "I mean yes I'm here. No I can't go out with you."

"Why not?" he asked disappointedly.

*Well for one thing you've never voluntarily spoken to me, ever,* Willow thought. Out loud she said only. "It's not a good time." Quickly she hung up the phone feeling a little guilty for her rudeness. Today was one of the weirdest days of her life, that is if you didn't count the day the Hellmouth opened and Cordelia was actually nice to her.

She looked in her newly stocked closet and picked out a dress to wear to the Bronze. She decided that no matter what happened, she wasn't going to let anything spoil this night.

********
Xander paced aimlessly in front of the Bronze, nervousness tying him in knots. *Stop it,* he told himself. *This is Willow, your friend. She probably doesn't even think of this as a date. I mean we've only come to the Bronze together, what 500 times?* Somehow the thought of Willow considering this just another night with Xander didn't comfort him at all. *Why am I doing this?* he asked himself. *This is ridiculous, and what if we do start going out and then we break up and she refuses to talk to me and our friendship is ruined...aahhh, gotta stop thinking like that.* He shook his head, no matter what happened everything was different. Willow and Xander, as a unit would never be the same. That is if Willow ever got here, otherwise it would just be Xander by himself at the Bronze, feeling like an idiot.

Finally he noticed Willow walking across the street. The darkness surrounded her lovingly until she reached the flourescent glare of the Bronze's lights. She was a vision of loveliness that left Xander speechless for a moment. *Pay her lots of compliments,* he reminded himself.

"Hi Xander, sorry I'm late." Willow said as she strolled slowly towards him.

"Oh no big. You look great."

"Thanks, you wanna go in?"

"Oh, no I thought we'd just sort of stand in front of the Bronze for a couple hours and then go in after the band leaves." Xander said sarcastically. "Just kidding, let's go dance the night away."

*Yeah,* thought Willow, *or at least dance until I break my ankle in these heels.* She smiled sweetly at Xander as she followed him into the Bronze. They found a table and had a snack before deciding to hit the dance floor.

"I'm having really good time." Willow shouted over the blaring music. She found that she could sort of shift her weight around without picking up her feet and move her arms a lot to look kind of like she was actually dancing.

"Me too," Xander said as the song switched to a soft melody. He wrapped his arms around her and she draped her arms around his shoulders. This was her dream come true.

"Xander?"

"Yeah, Willow?"

"Is this our first date?"

"I guess it is."

"Xander, why'd you ask me out now?"

"I guess cause I knew I wasn't going to do my homework today..so I had time."

"You know what I mean. You always said you only liked me as a friend." Xander thought about her comment for a moment and tried to vocalize his thoughts. He took a deep breath and was interrupted.

"Can I cut in?" asked Kevin, tapping Xander insistently on the shoulder.

"Um, we're a little busy right now," Xander answered. But Kevin had already swept Willow away. *Ugh,* Xander groaned. *That guy Kevin is a huge pain in the ass.* He watched the two dance for a moment and amended his thought. *He's a huge pain in the ass who's also extremely gorgeous and one of the most popular guys in school.*

"Shouldn't he be off somewhere with Cordelia's crowd making fun of me and Willow?" He stared some more. It was so obvious now that he thought about it. Willow was totally different; she was gorgeous now. Now she could have any guy in the school. Once she realized that, it would be 'bye-bye Xander, hello jock of the month club.' The song ended, and Xander walked dejectedly back to the table. He decided he might as well bail because he couldn't possibly compete with Kevin. He scribbled out a note on one of the napkins and left the club heading towards home. It was about time to listen to more country music.

As he trudged along, kicking at stray rocks, he heard an odd sound. It was really loud clomping, like someone trying to run in heels. *Man, they're really moving from the sound of it. Maybe they're being chased by a vampire or something.* He started running towards the source of the sound, convinced that someone was in trouble. As he rounded a bend in the road he collided hard with the running girl, knocking her heavily to the ground.

"Willow?!" he exclaimed. "What're you doing here? I thought you were going to stay with Kevin. Where's the vampire?" Willow just lay dazed on the ground, blinking occasionally. "Oh God, I've given her a concussion or turned her into a vegetable for life or something." He knelt down on the floor cradling her head in his hands. "Answer me, Willow," he commanded.

"Ow," she finally said.

"Are you ok?"

"Help me up," she answered. He grasped her hands in his and pulled her bodily from the ground. Her momentum knocked him backwards, and he fell heavily with her on top of him. Willow began to giggle helplessly, and Xander soon joined her. Soon they were both screaming with laughter. Finally their laughter began to die down. Willow wiped her eyes and lifted herself off the ground. "You sure do know how to treat a girl," she teased.

"Hey, I let you use me as a pillow that second time."

"Thanks," she said as she brushed the dirt off her clothes. "I hope you know that if these grass stains don't come out, you owe me a new dress."

"How 'bout if I just give you one of my old ones." Xander suggested.

"I'm sorry, Xander. I didn't want to tell you this, but you have the worst taste in dresses. I don't know how you can wear those things." Xander laughed.

"My mom picks them out for me."

"I suspected as much." Willow brushed off his shirt with her hand. "You've got a little..." She trailed off when Xander grabbed her hand in his and drew her close to him. She stared into his eyes as their lips drew close and finally met. *Heaven,* she thought. *I'm in heaven.* She wrapped her free hand in his hair, and he drew her even closer. The kiss was magical. When they separated from each other, Willow felt as though a part of her had been removed.

"Why'd you leave?" Willow murmured.

"I thought you would rather be with Kevin."

"Oh come on. Why would I want a handsome, popular guy like him when I can have you?"

"Um, thanks?"

"Xander, I came here tonight to be with you not him. I've never wanted him or anybody but you." Xander squeezed her hand encouragingly. "What were you saying before that little interruption?"

"Hmmm, oh yeah you had asked me why I asked you out since I always said we were just friends...and I was going to say that I never really saw you. I saw Willow, my bud...I never even considered you romantically; it just didn't seem natural. But then I saw you in that outfit this morning, and you were Willow the girl not just my bud." Willow pulled her hands away.

"So it was just the outfit?"

"No, the outfit in the beginining because you looked so great; but then it was just because I started to see how perfect you are."

"Xander, I wore these clothes to get your attention; but then all these other guys started noticing me too. I'm still the same person, I just have on different clothes." Xander opened his mouth to interrupt but Willow hurried on. "See, I don't feel comfortable in these clothes; they're Buffy's style not mine. The heels hurt my feet, the dress is too short, the make-up feels weird. So you see what I'm saying, I can't wear these clothes so I won't look like this hot girl anymore; I'll look like plain old Willow."

"I like plain old Willow."

"I just need to know if you were kissing Willow or if you were kissing the hot girl."

"Willow, all the clothes did was make me think about you in a different way. I want you, no matter what you look like, you could wear anything you want. You could even wear nothing at all." Willow laughed.

"Oh yeah you'd like that wouldn't you."

"The point is I don't care, you're my Willow." He reached for her hands. "Do you want to finish that dance now?"

"I would love to." Slowly they swayed together, in comfortable silence. They ended their phantom dance with a kiss. "Wait a sec," Willow said. "What about Buffy?"

"What about her? She's not really involved in this, unless of course you're into that kind of thing..a threesome, it has possibilities."

"Are you still in love with Buffy?" Willow asked bluntly. Xander thought about it for a minute.

"I love Buffy," he said. "As a friend, and I had a huge crush on her; but this with you is different. It's deeper. Come on I'll walk you home." They walked slowly to Willow's house, holding hands the whole time.

********
Buffy waited impatiently in front of the school the next day. She was dying to know how the date had gone. After waiting for what seemed like an eternity, she saw Willow and Xander walking towards the school, holding hands. "It must've gone well, " she muttered which got her several strange looks from the students grouped around her. "Because they're holding hands, you know?" she said to the students who tried to move away casually. As the pair approached, Buffy ran over to meet them, bouncing happily on her toes. "So? Tell, tell! What happened?"

"I think that you could say that Willow and I are now officially an item," said Xander. Willow's grin was answer enough in itself.

"I want details, Will. You better tell me everything at lunch" Buffy demanded.

"Promise."

"By the way, I meant to tell you" said Xander to Willow. "I love your outfit." Willow looked down at the long-sleeved striped shirt,yellow skirt, and black tights she was wearing. It was one of her favorite outfits.

"This old thing?"

"I love it too, Willow " said Buffy. "It's you." She secretely breathed a sigh of relief. It had just been too weird having Willow look so much like her. Besides she liked the old Willow better anyway.

The three walked together into Sunnydale High. "So, can I borrow that outfit you wore yesterday?" Buffy asked.

"You can have it," Willow answered. "And I have some other clothes, and some make-up that you might like. Oh and some shoes...what size are you?"

"Hey you should keep one dress for special occasions," protested Xander. "And you don't have to give all your heels away...at least keep that pair of boots you wore..." he trailed off. "Um, just kidding you can wear whatever you want." Willow glanced at Buffy and broke out laughing.

"Well, maybe I will keep just a few things...for a special occasion."


The End

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Willow/Xander Fic // Rebecca Fic