Buffy sat in the back break room at the Bronze, hastily scribbling out an advertisement for a roommate. It contained only the basics- her name, the cost of living, and her phone number, plus a little asterisk asking for a female, non-smoker, around 21, who was responsible and clean. Okay, so it wasn't basic, it was nitpicky, but she didn't want just some random drug-dealing whore or anything. It was going to be hard replacing someone like Willow she thought with a sigh, tossing the ad to the trashcan and trying again.

"Whatcha doin' pet?" Spike's voice interrupted her frustration. She turned in the rickety old chair to look at him come in. Something about him was different today. His eyes weren't as bright, his posture wasn't as proud, and his voice was still silky and low, but it was somehow a little duller than usual.

"What's the matter?" she asked, watching him shed his duster and stuff his messenger bag into his cubby.

"I should be askin' you the same thing." he said, glancing at her, "You seem diff'rent. You're eyes are all sad, you're sittin' all pouty, an' your voice is tired."

"I asked you first." she said, covering up her surprise that his words mirrored her thoughts of him.

"Cordelia an' I broke up." he said quietly, his head low.

"Oh, god, Spike, I'm so sorry. When?" she said sympathetically, patting the chair next to her invitingly. He trudged over and collapsed onto it.

"Las' night. S'alright, it was a long time coming, we both knew it would end soon. Doesn't mean it doesn't hurt though." he sighed, burying his head in his hands. She put her hand on his back and stroked up and down his ridged spine, trying hard not to enjoy his hard curves of muscle that rippled whenever he moved in the slightest. He took a deep breath and sat up again, suddenly back to normal.

"So what's this?" he asked curiously, grabbing the paper from the table and scanning the ad.

"Willow moved out. We had a fight, and decided that moving out was the best. Don't ask," she said, when she saw him open his mouth, "It's a long story that I don't feel like getting into right now. Anyway, bottom line is: I can't afford that apartment by myself, so I'm looking for a roommate."

Spike stared at her for a long moment before looking back down at the ad, and then crumpling into a ball in his fist.

"Hey!" she shouted at him, pulling it from his hand and straightening it out, "What the hell did you do that?"

"You are not going to put up a ruddy ad to find a roommate, Love. Weirdoes will apply." he said sternly, grabbing it back from her smoothing fingers and crumpling it up again. If looks could kill, he'd be brutally murdered.

"You're not my father, Spike. I need a roommate. I think what I'm doing is very responsible, so give it back." she demanded, jumping over onto his lap to grab it from his hand that had wound behind his back.

"You are NOT putting out a public statement, Buffy, that's final. My authority as your friend- An' as being older than you!" he shot back. She straddled his legs, glaring at him with an indignant expression as she crossed her arms over her chest. "Ask someone you know." he urged, still clutching the paper behind him.

"How about Riley?" she mused aloud, knowing that would make him upset.

"No lovers moving in together until engagement point. It's a common courtesy thing, or social rule, or whatnot." he countered, enjoying the pout she displayed.

"Tara?" she asked thoughtfully. Spike shook his head.

"She has a good job, and can afford the beautiful flat she has. She wouldn't want ta move."

"I have a "beautiful flat" too, ya know. I'm sure she wouldn't mind." Buffy argued from her perch on his thighs.

"Its an al'right place. Not the best. Still, I don' think Tara will move. Wha' about..." he began, looking up at her cautiously. She turned her gaze from its thoughtful searching of the ceiling to his face.

"What about who?" she prodded, her arms dropping to the arms of the chair, where his arms lay. She rested her hands quietly on his forearms.

"Wha' about me?" he asked seriously. Her mouth dropped open in astonishment.

"You?" she nearly squeaked.

Living with Spike…She had already admitted to herself she had feelings for him, but she could handle the platonic friendship they had. It was a perfect friendship. But living with him was a whole other story. Waking up to him there, cooking dinner for each other, helping each other with living expenses, him taking showers there. And she KNEW he slept naked. But it wasn't just about his exquisite body, and sky-blue eyes, and dangerously sharp cheekbones. It was about the warm comfortable, but always passionate, meant-to-be feeling she got when he was near. And that was more tempting then his muscles or perfectly suckable bottom lip.

"Should I give you time to think about it?" he asked carefully, looking up into her thoughtful face and wide expressive eyes. She gazed back down at him, feeling him between her thighs, and his bare arms under her tiny hands, and his gentle eyes, and that open expression of gentility and caring...

"No...I don't need time. I would love for you to be my roommate, Spike."

"Sooo…living with Spike, huh?" Willow said as nonchalantly as she could, leaning against the wall outside the apartment while Buffy unlocked the door. The blonde nodded, but said nothing else as she pushed the door open.

"That's gotta be inter-" Willow cut off as she entered the room, "Oh. My. God!"

Buffy watched amused as Willow stepped into the center of the living area and spun around, staring at the paintings that now adorned the wall, towering one on top of the other until the ceiling. The delicate curves of clay, glass, and metal sculptures in each corner and around the old fashioned fireplace, mingled with the plants that Buffy loved so much.

"This looks incredible! These paintings make the room look huge, how they are so close to the ceiling! I never thought this place could look this great!" Willow exclaimed, gazing at the colorful canvases and abstract frames.

"It definitely looks posh, that's for sure. I love it. It gives everything a whole new flavor." Buffy smiled as she flung her school stuff down on the couch. Then she grabbed the shoe boxes and set them on the table next to where Willow stood in disbelief. "Um, there's your stuff."

Willow looked down at the boxes and then her eyes bugged out again, "What did you do to them!?" she cried.

The shiny finish of the shoeboxes was covered with scribbles and swirls of paint, some in the shapes of little animals and flowers, and others just blobs of color, and whirlwinds of black and blue pen.

"Oh, that…um...sorry..." Buffy blushed, waving her hand around like it was no big deal, "they were sitting above the pencil drawer. You know the drawer in the kitchen under the phone where we kept all of the crayons, and pens, and paint, and scissors and stuff? Well, I was talking to my dad last night on the phone and I got a little bored so I kinda took it out on your boxes. Oops!"

Willow just gaped at the doodles and then looked up at Buffy, "No, its fine it just....I think Spike's rubbing off on you!" She erupted in laughter. Buffy soon joined in. They were clutching their sides with cramps as they fell down on the couch.

"Oh gosh, it feels good to laugh with you again!" Buffy said between gasps. Willow looked at her with dancing eyes.

"Yeah...about that...." she began.

"I'm sorry." they said in unison. Then they looked at each other with surprise before laughing again. Buffy jumped over to Willow's side of the couch and enfolded her in a hug.

"We'll never, ever fight again!!" Willow said as she giggled and hugged Buffy back. They finally caught their breath and extracted themselves from the other and sat Indian style.

"But I'm still kinda glad that we separated. I mean, not to be rude, but I love my new independence, and my new apartment." Willow said, holding her cool hands over her cheeks hot from laughing.

"And I love my new interior designing of my apartment." Buffy said as she glanced around the room appreciatively.

"And your new roommate." Willow quipped knowingly.

"And my new roommate..." Buffy repeated automatically. Then her eyes widened with what she said. "No! I mean, I like Spike! He's a good roommate. But I'd rather have you....I would. I would rather have you. Yes." Buffy covered weakly.

"Buffy..." Willow cocked her head and gave Buffy 'the look'. Buffy deflated against the cushions.

"Okay, so I love living with Spike- but shhhh about that!" Buffy commanded sternly, putting her finger against her lips. Willow grinned gently.

"Of course I'll be shhhh. That's what best friends are for- keeping the deepest darkest secrets."

"You're not wrong. Now what secret did she tell, 'cause I can guarantee I know 'em all." Spike announced as he pushed the door closed behind him. Willow looked at Spike and arched an eyebrow at him.

"You don't know this one." she challenged, standing up and gathering her boxes.

"Don' I?" Spike mused, as he sauntered dangerously to the couch and took the pre-warmed spot next to Buffy where Willow had been sitting.

"Nope!" Willow exclaimed, popping the 'p' as she winked at the blushing Buffy, "Well, kids, I must go home and study. Finals. Bleh! Bye guys!"

"Oh, Red, tell your brother that a bunch of the guys are goin' out for beers tomorrow night. I know he leaves soon, but we'd like to see 'im before he returns to his stuffy San Fran job." Spike shouted behind his shoulder.

"I'll tell him! See ya tomorrow, Buffy!" Willow called back, and pulled shut the door.

"So you two made up, I see." Spike said to Buffy after the door closed.

"Yeah, I'm happy." Buffy said warmly, pulling the afghan from the back of the sofa and wrapping it around herself as she clicked on the TV with the remote.

"Tha's good. I hate seeing you and Red fighting. S' not natural- messes me all up." Spike said with a pout, and then snagged the corner of Buffy's blanket and pulled it over himself.

"Hey, loser, go get your own blanket!" she snapped teasingly.

"No. This is the microfleece one, therefore the warmest. And you're all nice and warm too, so I'd much rather curl up with you." he explained, scooting closer to her body. She took a deep breath and held it until he stopped scooting.

And now she couldn't breathe at all. He was all wound up behind her, his legs intertwined with hers, and his one arm lying comfortably around her waist. He propped a pillow under her head and his.

"This a'right, pet?" he asked softly from behind/beside her. She nodded, and finally took a breath as her body relaxed into his.

And soon they were both asleep.

CONTINUED...