DISCLAIMER: Don't own them. Wish I did. Wish I owned Riley. Then I'd torture him to death with a razorblade and some TCP. Just a dream I had (!)
TIMELINE: Alternate Universe. No slayers, no demons.
SPOILERS: Nope, none of them.
SYNOPSIS: Buffy is the uber-popular senior class president. Then a mysterious, dangerous new student arrives from New York with a murky past. Any guesses?
DISTRIBUTION: Anyone can have it. Just ask.
AUTHOR'S NOTES: Yes, alternate universe again. Sorry if I happen to hate a lot of what happened recently. Like, you know, Riley.
FEEDBACK: Yes! I'd love feedback. It's what gets me through the night.

Buffy made her way down the hall, stopping every couple of metres to be spoken to by one person or another. Being the most popular girl in school was hard work. All she wanted to do right now was sit under the tree in the courtyard with her friends, but instead she was being accosted by all and sundry. She tried to keep the perky class president smile on her face, but after a while she just ran outside.

"Problems Buff?" asked Xander. She grimaced.

"I feel like getting a secretary and making everyone make appointments to see me." she said, flopping down onto the grass.

"It's a hard life." said Cordelia dryly, shielding her eyes from the sun.

"Hey Buffy!" a voice called out. She looked up to see her boyfriend Jason, the star quarterback of the school football team, coming over. He sat down beside her and kissed her.

"Hi." she told him with a smile.

"How are you?" he asked her.

"I'm good."

"Coach Foster just told me that there's going to be scouts at next week's big game against Rosemont High. So... I'm going to be really busy all this week." he told her. She pouted.

"Jason!"

"I'm sorry Buffy. But this could be my ticket to the best colleges...."

"I know the drill." Buffy interrupted. She was annoyed. He spent so much time playing football as it was that she hardly ever saw him outside of classes. He got up.

"Where are you going?" she asked. He looked uncomfortable.

"I, uh, have to go to practice." he said. He looked apologetic, kissed her quickly on the cheek, before running off.

"He makes me so mad! It's like all he can think about is football!"

"It's not his fault Buffy. It's a big game." Cordelia told her. "We're practicing a whole new cheer especially for the game." she added.

Buffy sighed. "I know it's not his fault. I just... It's annoying only ever seeing him in class or occasionally after a game." she went to say more, but the bell rang.

"Time for history." Willow reminded Buffy. Buffy might be class president, but she just hated History.

**

"Did you hear that there's a new student?" Cordelia asked Buffy later that day while waiting for their English teacher.

"No. What's the deal?"

"Well, apparently, he was expelled from every school in New York that he went to, so his parents sent him here to live with his grandfather. I heard he stole his last principal's car and drove it into the Hudson River."

"Oh, not another loser reject?" asked Buffy. And she would have to welcome him to the school.

"Sounds like. I also heard from Aura that he's living alone because his grandfather won't live in the same house as him. And Aura says he has a couple of his friends from New York living there with him. They just came with him."

"Sounds awful." Buffy mused. She was about to ask more when Ms Davis came in.

"Buffy, Principal Snyder would like to see you." Ms Davis told her. Buffy rolled her eyes at Cordelia before grabbing her bag and heading off towards Herr Snyder's office.

**

"Good morning Ms Summers." he said sternly before motioning for her to sit down.

"Hi Principal Snyder." she said brightly. A tiny smile flickered over his face before he got to business.

"There's a new student arriving this morning. His father is very important in New York and has asked me to ensure that his son is well looked after. So..."

"You want me to show him around?" she said. He smiled and nodded.

"I'm telling you this in strictest confidence..." Snyder lowered his voice "He has had some disciplinary problems at his last school. I want to make sure the same doesn't happen here..." he trailed off again. Buffy knew what he was talking about.

"Don't worry Principal Snyder." she told him with a bright smile. "When does he arrive?"

"Now." He told her. Principal Snyder spoke into the intercom and then the door opened. The most gorgeous guy she'd ever seen sauntered in. He was dressed in a pair of leather trousers, a white t-shirt and a leather jacket. His dark hair was short and spiky and his eyes were dark, piercing right through her.

"This is Buffy Summers, she'll be showing you around Sunnydale High. Buffy, this is Angel Driscoll." Snyder told them. She put on her best cheerleader smile. "Hi!"

"Hey," he said, in a deep, velvety but bored voice.

"Go on then," prompted Snyder. Buffy led the way out into the hall.

"What do you want to know?" she asked in a perky tone. He looked unimpressed.

"Where are the good clubs round here?" he asked, bored.

"Well, there's the Bronze..." she paused. "And... that's it."

"One? There's one club?"

"Yeah. But it's great. They have some good bands there." she told him. He shrugged.

"Whatever." he began to walk away.

"Hey! Don't you want to get to know your way around the school?" she asked. He laughed once, harshly.

"Not really."

"Well, you're going to have to." she told him.

"You're going to make me?" he challenged.

"I sure am. I have no desire to get on Snyder's bad side right now." she told him.

"Yeah? Ever tried breaking the rules before?" he mocked her.

"Sure I have. But right now I'm trying to persuade him to let us have a big dance in the gym in a few weeks' time." Buffy told him. "And I have to keep him sweet. So you're going to come with me while I show you round. And you'll smile and nod and at least pretend to listen to what I'm saying." she added with a glare. Something in Angel made him stop, shrug and follow her as she headed down the hall.

**

"And that's it." Buffy said. She'd taken him around the school, and he'd at least tried to look interested.

"Thanks." he told her.

"Can I ask you a question?" she asked.

"Sure." he grunted.

"Why did you come to Sunnydale?"

"My grandfather used to live on Crawford Street. I live in his house now."

"That huge gothic mansion on the hill?"

"Yeah."

"You live there alone?" she asked. He paused. He didn't like people asking too many questions. But he looked at her. She seemed genuinely interested, rather than just pushing for gossip. "No. My friends came with me."

"Oh. Great." The bell rang. "I have to go. I know you didn't want to do this, but I hope it was at least a little bit useful."

"Yeah." he found himself saying. "Thanks." She smiled brightly before heading off down the hall. He was actually intrigued.

**

"Is Buffy coming to the Bronze tonight?" Cordelia asked Willow over the phone later that night.

"I don't know. I think she's feeling a little lonely. Jason's never around much because of his precious football, and I know she doesn't like going alone only to be a third wheel."

"I'll call her in a while, try to persuade her. Sitting home alone moping isn't good for the soul. Or the complexion."

"All right. See you later." Willow said.

"See ya later." Cordelia said, before they both hung up. Willow, sitting in! her bedroom, then hit speed-dial 1.

"Hello?" Joyce Summers' voice asked.

"Hello Mrs Summers."

"Willow? How are you?"

"Good."

"I'll get Buffy for you." Joyce told her. There was a short pause before Willow heard the extension click on.

"Will?" Buffy asked. The sound of Joyce putting the other phone down was heard.

"Yeah."

"What's up?"

"Are you coming to the Bronze tonight?" Willow asked.

"I...."

"Buffy! Come on, you can't sit around at home all the time just because a certain quarterback is busy."

"But..."

"No buts! I'll come and get you at about eight."

"No, it's OK. You go with Oz. I can make my own way there."

"Are you sure? Are you sure you're coming?"

"Yeah. Just because Jason cares more about football than me doesn't mean I don't get to have a good time. And if I'm a third wheel, then I can just go home again."

"Buffy! You won't be a third wheel, I promise. And besides, Oz will be on stage most of the night. I need someone to keep me company." Willow sounded so sweet that Buffy smiled. "All right. I'll be there. See you then."

"Bye."

***

Buffy said goodbye to her mother, and then began walking to the Bronze. It wasn't all that far, but it had gotten dark and she was suddenly very aware that she was alone. The shadows became menacing and she quickened her pace, not easy in those heels. Then, without warning, someone leapt out at her, grabbing her arm. She screamed, but was helpless as she was pulled into an alley.

"Give me all your money." a voice said, low and menacing.

"What?" she asked, dazed.

"Money. Give it to me." she looked up. A man of about forty years was standing over her with a knife.

"I...don't have any money on me." she lied feebly.

"Yeah, right." he said. He was about to approach with the knife, when from out of nowhere, a fist flew at him, knocking him to the ground. Buffy's saviour continued to fight the man until the assailant didn't get up.

"Are you OK?" he turned round.

"Uh, yeah." she said, still shocked and dazed. She looked up. "Angel?"

"Hi. Are you OK?" he asked.

"Yeah. You saved me."

"I saw him drag you down here. I couldn't just leave him to do..." he trailed off.

"Thank you."

"Are you going to the Bronze?" he asked.

"Yeah."

"Can I walk you?"

"Sure." she smiled weakly. He smiled back and led her out of the alley.

***

By the time she arrived at the Bronze, she was less shaken, partly due to the surprisingly comforting presence! of Angel. She'd been surprised at him. But once they arrived at the Bronze, he moved away from her as if they hadn't arrived together, and so she made her way over to where Willow was sitting with Xander and Cordelia.

"Hi! You're late!"

"Sorry. I was nearly mugged on the way here."

"What?" Willow was full of concern,

"Yeah. This guy grabbed me but Angel saved me."

"Angel? New, scary guy Angel?" Cordelia asked, pulling away from Xander slightly.

"Yeah. It was weird. He came and beat the guy up, then walked me here. He was... nice."

"I thought you said he was mean when you showed him round school." Xander said.

"He was. Then, as soon as we got here, he rushed off and acted like he'd never seen me before in his life."

"He is strange." Willow mused.

"Yeah. And he lives in that funky mansion on Crawford Street with two of his friends."

"Yeah? What about his mom and dad?"

"In New York. He got expelled from his last two schools and no schools there would take him. His grandfather used to live in the mansion before he died."

"How do you know all this?"

"Angel told me." she said, searching the room for him. She saw him standing with a beautiful girl with raven hair. A pang shot through her. That must be his girlfriend. She was disappointed, because Buffy was intrigued by Angel. And boy, was he cute.

***

Angel wasn't listening to a word she was saying. Instead his gaze had fallen on the beautiful blonde who was the queen of school. She intrigued Angel.

"Angel!" a voice said sharply. He snapped out of it, and focused again.

"Did you hear anything I just said?" the female voice said, tinged with a faint English accent.

"Sorry Dru. Just spaced out for a minute?"

"Yeah? Well, it's just as well it wasn't anything important," she said with a grin.

"Where did Spike go?" Angel asked, searching the room for him.

"To try and persuade the bartender to serve him." Dru said with a tinkling laugh. At that very moment a peroxide blond young man who looked like Billy Idol's younger brother came over, scowling.

"No luck?" Dru asked him.

"No sodding luck whatsoever," said the boy with a snarl. Then he smiled. "Never mind." he slid his arm around her waist. "Dance with me?"

"Sure. See you in a minute Angel." Dru told him. He nodded absentmindedly and the odd couple headed onto the dance floor.

**

Oz jumped down off the stage as a CD came on. The Dingoes were on a break and he headed straight for the redhead.

"Hey." he said, nodding. Willow stood up.

"Dance?" she asked him. He nodded and they went onto the dance floor. Xander and Cordelia followed, leaving Buffy sitting at their table alone feeling sorry for herself. She wished Jason was here. Or did she? She suddenly realised that this was the first time since arriving at the Bronze that she'd even given him a thought. This alarming thought prompted her to remember exactly what she'd been thinking about. Then it hit her. Ever since he'd saved her from her attacker, all she could think of was the new guy. He was gorgeous, she knew this, but she didn't know him. What had he done in New York that was so bad his parents had shipped him to the other side of the country, in essence washed their hands of him? She was snapped out of this deep thought by the sounds of a fig! ht over the other side of the club. She looked up to see that everyone had stopped dancing, instead turning their attention to a fight she couldn't see. She stood, but being short still couldn't see, so made her way over to Willow and Oz on the dance floor.

"What's going on?" she asked Willow as the 'Fight! Fight! Fight!' chant echoed through the room.

"I don't know." Willow told her. Buffy moved through the throng and then saw two guys fighting violently. She gasped when she realised the guy clearly winning was Angel. He was beating the other guy senseless, a look of ferocity on his face which scared Buffy a little.

"Buffy! What are you going to do?" asked someone she didn't really know.

"Me?"

"You're class president, they're seniors." It didn't really make sense to Buffy, but she realised that someone would be heading to hospital if somebody didn't do something. On a table was a pitcher of ice water. She picked it up, eliciting an annoyed 'hey' from the drinkers of the water, but ignored them. Then, without a second's hesitation she approached the fighters and threw it at them.

**

The shock of the ice and water hitting him shocked Angel into stopping. Looking up angrily, he calmed when he looked into the annoyed and somewhat shocked face of Buffy Summers. The other guy staggered away, leaving the Angel less battered to walk away.

"What was that all about?" Cordelia came over.

"I don't know."

"He's scary." Cordelia commented about the departing Angel.

"What about our water?" one of the girls asked in a petulant voice. Buffy glared at her. "Think of it as your good deed for the day." she said in a cold voice.

"Are you OK Buffy?" Willow asked.

"Yeah." she said, her mind not really on Willow. "But I think I'm going to head home now. I'm really tired."

"All right. You'll be OK?"

"Yeah. Night." she said as she grabbed her jacket and headed out of the club. She walked down the street, but as she turned the corner, she saw Angel ahead of her, stalking ahead. Without thinking, she began to follow him and watched as he headed over to the children's playground. She crossed the road and saw that he was sitting on a swing. Wondering if it was the right thing to do, she approached him.

"Are you OK?" she asked softly. His head snapped up and he glared at her.

"Just dandy." he said bitterly. She sat down on the swing beside him.

"What was the fight about?"

"Nothing."

"Nothing? It must have been about some..."

"Nothing!" he snapped.

"Sorry. I just thought you might want to talk to someone." she said, a little hurt by his tone.

"Yeah? About what, the weather?"

"Well, it's a nice night. Clear skies..." she joked. His lips twitched slightly. She decided to press on. "Really I wanted to make sure you were OK. I figured that it was the least I could do after you saved me earlier."

"It wasn't anything."

"Sure it was. You could have just ignored it, but you came and helped me." she looked up at him with sparkling eyes. "I was scared. You made me... not scared."

"I can't believe I got into a fight two days after getting here. Actually, no, I believe it all too well."

"Who started it?"

"He did. He was saying... stuff. He doesn't even know me and he was making comments. Sounds like I'm big news round here."

"Not much happens in a one Starbucks town like this." she joked. "There's always gossip when a new kid arrives. It'll all go away in a couple of days." she told him.

"No it won't. It follows me wherever I go. No matter what I do I'll always be the guy who wouldn't be accepted into a single school in New York."

"Well, Sunnydale's warmer." Buffy told him. "You'll get a great tan." This time he actually smiled.

"Yeah. That's great." he said, bitterness creeping back into his voice. He got up. "Well, this was a thin slice of heaven." he told her.

"Why do you do that?" she demanded

"What?"

"I've just gone out of my way to be nice to you, and you insult me!"

"I didn't ask you to come and be nice to me." he shot back.

"That isn't the point! Life will be much better for you if you learn to accept that not everybody wants to fight you. And you don't have to fight everyone." she told him.

"Yeah? I'll believe that when it happens."

"It already did."

"What?"

"I don't want to fight you. So therefore not everyone wants to fight you." Buffy told him. He cracked a small smile.

"Great logic."

"Isn't it just? Not everyone's out to get you."

"Yeah. Maybe. Good night." he said, less gruffly. He began to walk away but stopped. "Thanks."

"You're welcome." she said, smiling. Then, he walked away. Sighing, she got up and walked home. He was confusing.

Part 2

The next day at school, Buffy was still deep in thought about the enigmatic Angel when a strong pair of arms enveloped her and spun her round.

"What?" she asked a little irritably.

"Sorry. It's just I've seen so little of you that I wanted to catch you before your next class."

"Jason, I'm sorry." she said. "You just startled me."

"How are you?" he asked.

"Fine. Bored without my gorgeous boyfriend." she said, smiling broadly, the subject of Angel almost pushed from her mind. She stood on tiptoes to plant a kiss on his lips.

**

Angel came round the corner to be faced with the sight of Buffy and her football player boyfriend canoodling in the hall. For reasons he couldn't entirely explain, this sickened him, and he turned back the way he came. Once away from the couple, he stopp! ed. What was going on? Since when did stupid stuff like that have even the smallest effect on Angel? He was cool, he was tough. He was jealous of the quarterback. It hit him. He was jealous of the boy because he had Buffy and Angel didn't. He was jealous because he liked Buffy. She was after all, he reasoned, the most beautiful girl he'd ever met. Furthermore, she was also nice to him. Not many people gave him chances anymore, but she had. She'd tolerated him when she'd been forced to take him around school the day before, and last night she'd even gone out of her way to tackle him, make sure he was OK. He hated himself. This was not new, but this time he hated himself because he probably really hurt her. This wasn't new either, but he actually cared this time.

"Hi Angel. Going the wrong way for English, aren't you?" a voice asked. It was, incredibly, Buffy. He looked up at her.

"Uh...... Yeah." Very smooth, he chastised himself. She smiled.

"Walk with me?" she asked. Taken aback, he nodded. They began walking down the crowded hall in silence.

"Did you get home OK last night?" he asked.

"Yeah. Nobody pulled me into an alley to rob me of all my money." she said with a grin.

"That's good." he said. He wanted to tell her how sorry he was, but the words were sticking in his throat.

"Did you get home OK?" she asked.

"Yeah. Buffy..." he started but she cut him off.

"Here we are!" she said brightly as they arrived at the room in which they would be taught English. She went in first and sat with Cordelia. Angel took the last seat, directly behind Buffy. He was torn. Was he going to apologise or was he going to be cool, as he always was? He had found himself actually caring what this girl thought of him, and he didn't like that feeling much. He looked at the back of her head. Even the back of her head was beautiful. A sinking feeling hit him. Oh, he'd fallen hard for that girl. And he knew he didn't have a chance. The teacher came in and started talking, but he wasn't really listening. He slumped in his chair. This place sucked.

**

By the time Angel arrived back home, he was in a terrible mood. So, the sight of Spike lounging on the sofa eating junk food and watching TV only made him feel worse.

"Hello Peaches," Spike called, knowing it would wind him up, but not expecting Angel's outburst:

"Shut up Spike!" he yelled. Spike raised his eyebrows, a little surprised.

"What's up Angel?" Drusilla came in at the sound of his yell.

"Nothing." he said grouchily. "I'll be in my room." he said, leaving his two surprised friends staring after him.

**

Buffy, unbeknownst to Angel, had been thinking about him too. She liked him. When he relaxed enough to forget about his appearance as a cool guy or his reputation, he was a nice guy. But he was always so concerned that he should always appear as the mysterious kind of guy with a hint of danger. She was sure that this was true too, she seen him fighting, after all. But at the same time she knew it wasn't all there was. Thinking about it so much was beginning to wear on her, and she felt the need to walk. Her room was becoming restrictive. Bidding a quick farewell to her mother, she practically ran out of the front door. She wasn't quite sure where she was going. Maybe to Willow's house. She headed in that general direction, but soon found that she'd walked beyond Willow's house and was now heading up the hill.

Then, it began to rain hard. Within seconds Buffy was drenched. Thunder began to roll and lightning began to strike in the distance. A car drove past, splashing through a puddle and soaking her right through. She wasn't near any of her friends' homes, and she was too far to get home without becoming like a drowned rat.

Looking around desperately she realised she was near Angel's house. Not thinking, she ran up the hill, almost blinded by the heavy rain and up the drive to the gothic mansion. Once there, she banged on the door. It was opened by a peroxide blond young man.

"Yep?" he asked, his voice tinged with an English accent.

"Hi, uh..." she paused. What was she going to say. "Does Angel live here?" she was a little confused, before remembering that he lived with a couple of friends.

"Yeah. Come in." he led her in, before bellowing "ANGEL!"

"He'll just be a minute. Sit down." he said. "You got caught in the storm?"

"Yeah. Angel was the only person I knew who lived round here." Buffy explained.

"What the Hell do you want Spike!" Angel shouted as he came in, pausing abruptly when he saw a bedraggled Buffy sitting on his sofa.

"What happened?"

"I got caught in the storm. I hope you don't mind...." she trailed off, a little embarrassed.

"No, of course not. Let me get you a hot drink."

"Thanks." Buffy said with a small smile, shivering.

"This is Spike." Angel explained.

"Hi. I'm Buffy."

"Pleased to meet you." he said with a wink.

"Dru!" Angel called. She came out of the kitchen. "Do you have an! y dry clothes Buffy could borrow?" he asked.

"Buffy?" she asked, not seeing the blond on the sofa.

"This is Buffy, a friend from school. Buffy, this is my friend Drusilla. She's going out with Spike for reasons not clear to me."

"Hi." Buffy smiled widely. So this was the dark haired girl she'd seen Angel with last night.

"Why don't you come with me, we'll see what we can find for you." Drusilla said, leading Buffy out of the main room.

"She's beautiful." said Spike. "I understand now."

"Understand what?" Angel asked.

"Why you've been in a crap mood since you got back. You like her, she's got a boyfriend." Spike said. Angel shook his head.

"You're good." he said, going into the kitchen.

**

When Buffy emerged, wearing one of Dru's beautiful velvet dresses, Angel was waiting with a cup of steaming hot chocolate.

"Thanks." she said with a smile, sipping the chocolate.

"It's nothing." Angel said, almost blushing. "Buffy?"

"Yeah?"

"I'm sorry about yesterday."

"Don't worry about it."

"I do worry about it. You came after me to see if I was OK. You didn't have to. And I just yelled at you."

"It doesn't matter." Buffy told him. "You were angry."

"But nobody is ever nice to me unless they want something. Except Spike and Dru."

"Did they come with you from New York?"

"Yeah. Their parents weren't too happy. But they're enrolling at Sunnydale High too. Spike's a senior, but Dru's a junior." he smiled.

"You're close?"

"We've all known each other since we were kids. Before all this reputation stuff got in the way." Angel grimaced.

"Why do you care what people think?"

"I don't care what people think."

"Yeah you do. You care, you just don't want to give the impression that you do." Buffy told him. He opened his mouth to retort, but stopped. He knew she was right.

"Yeah." he slumped in his seat. He looked directly in her eyes. "I care." he whispered.

"Just be yourself." she told him with a smile. She checked her watch.

"I should get home. My mom will be worried."

"I'll drive you."

"No, its fine, its stopped raining." she looked out the window. She smiled at him. "Thanks. I'll bring the dress back as soon as possible. Tell Drusilla thanks." she said, heading out of the door before Angel could say another word.

**

"You were out a long time. You didn't get caught in the storm did you?" Joyce asked, observing her daughter's damp hair. "And where did you get that dress?"

"I did. But I was near a friend's house. I borrowed the dress." Buffy said, leaving out some of the details.

"You're all right, though? Do you need a hot drink?"

"No, I had one there. But I am kinda tired, so I'll just head up to bed."

"OK. Sweet dreams." Buffy nodded and headed up the stairs. She got into her room and flopped onto the bed. She was so tired, yet her lips wouldn't stop smiling. She'd known Angel was a good guy really! She'd just needed to pull it out of him. Then ! the smile disappeared. She didn't think he liked her back. He hadn't done anything to make her think he liked her. But she really, really liked that guy.

**

The next day at school the usual sunny weather was restored. Buffy didn't see Angel all morning, and by lunchtime, she was so preoccupied even Cordelia noticed.

"Space cadet much?" she said. Buffy snapped out of her thoughts. She noticed Willow and Xander's looks of concern.

"Sorry, I just didn't sleep well." she explained. It was only partly a lie. She smiled brightly, to convince them. It worked, and they moved on to more important issues, such as the dance coming up. So consumed were they by their conversation, that Buffy failed to notice Jason approaching.

"Hey Buffy!" he called. She brightened, thinking that it was Angel. When she saw that it was her boyfriend, she tried valiantly to keep the smile in place. But it was hard. Since she'd met Angel, Jason seemed less tall, less dazzling and his smile wasn't quite as adorable.

"Hey, the coach let you out of his sight for a minute, huh?" Bitterness had crept into her voice. She couldn't help it.

"Yeah. You know I hate this. But it's such a..."

"Big game. I know the drill." she cut him off. He looked annoyed.

"Why are you angry? It's important, I need to be at my best..."

"I don't care!" she shouted. "It's just football!" He looked confused.

"Just football? It's way more than just football. This could be my ticket to one of the best universities in the country!"

"Yeah? So go play football! I'm not stopping you."

"OK, I'm glad we got that sorted out." he went to leave.

"No, I mean it. I'm really not stopping you."

"What? You mean..."

"Why are we bothering Jason? Why? You're more bothered about football than me, and that's not a bad thing. I'm not blaming you. But we're kidding ourselves..."

"I get it." he said, a little crushed. "No problem. See ya Buff."

"Jason, I want us to..."

"Stay friends? Always Buffy." he smiled sadly, before leaving. Her friends stared at her.

"What did you just do that for? He's the star quarterback!" exclaimed Cordelia.

"It was dumb to pretend like that. I never saw him at all, and it wasn't like we were madly in love or anything." Buffy said, trying to avoid her friends' steely gazes. She got up. Cordelia spoke.

"But you'll still be at the Bronze tonight, right?" Buffy nodded

"I have to...go." she said, seeing Angel going into the school building. "Later." she ran off leaving three confused teenagers staring after her.

**

"Angel!" she caught up with him. She thought she saw his eyes light up at seeing her, but she decided she probably imagined it.

"Hi Buffy." he said softly.

"I've got Drusilla's dress. Tell her thanks ever so much for the loan." Buffy pulled the delicate velvet dress from her bag.

"You can give it to her yourself. They finally got round to enrolling." he nodded in the direction of Spike and Drusilla emerging from Snyder's office. They headed straight over to Buffy and Angel.

"Hi Buffy. Get home OK?" Spike asked. She smiled and nodded.

"Thanks so much for this Dru." she handed Dru the dress.

"No problem Buffy. Anytime. What are you doing after school?"

"Nothing. Why?"

"Well, we were talking about going to the Espresso Pump to congratulate me and Spike for finally enrolling. How about it?"

"Sure." Buffy wasn't going to pass up an opportunity to hang with Angel.

"We'll meet you at the front of the school?" Spike asked. She nodded.

"Thanks. See you then." Buffy said. The bell rang and they headed off to their classes.

**

Angel was itching for school to end now. He couldn't believe that Drusilla had invited Buffy, but he was glad. So, once his final class was over, he rushed out to the front of the school. Buffy, Spike and Drusilla were already waiting.

"Hi." he said, trying to be cool.

"Let's go!" Dru said cheerfully.

"My car's in the lot." said Spike to Buffy, explaining the mode of transportation. He hopped into the driver's seat, while Dru sat beside him, leaving Angel and Buffy to the back of the car.

**

They arrived back at Angel's house some time later. Buffy had been impressed with the change in Angel. With Spike and Dru he was different, he wasn't putting on a show and he could be himself. And Buffy liked the Real Angel. He was funny and smart and kind. So she jumped at the chance to go back to the house with them. She knew she'd probably get in trouble with her mom, but she didn't care.

"Would you like something to eat?" Angel asked her as they arrived back.

"Uh, no I'm fine." she said with a smile. "But could I use your phone? I need to tell my mom where I am."

"There's a phone in my room. Third on the right." he pointed down the hall. She headed to his room. It made her smile. It was painted in dark colours, but little things here and there suggested at a lighter person behind the dark, intense facade. On the bookcase in between heavy tomes and rock star biographies was a Garfield cartoon book. On the wall between a poster of Jim Morrison (which didn't surprise her in the least) and another of David Bowie was a poster of the spoof gangster movie Some Like It Hot.

"So, you're a Marilyn fan, huh?" she said to herself with a grin. She located the phone by his bed, beside a book about Errol Flynn, the original bad boy. She dialed her home phone number.

"Mom? I'm at a friend's house."

"Where? Which friend? It's getting late. I was worried." Joyce said down the phone.

"Angel."

"Angel? ! I don't know her."

"He's new."

"He?"

"Yes, he. Him and his two friends. Spike and Drusilla."

"Spike? What kind of a name is Spike? Who are these people? What kind of a group are you getting yourself into?"

"Mom! Don't worry, it's just these three new kids at school. They're OK. Look, I'll talk to you when I get home. Bye." Before her mother could answer, she put the phone down.

"Everything OK?" a voice came. Angel was standing in the doorway.

"Oh, yeah." she looked at the book by his bed. "Errol Flynn? What's that, a self-help book?"

"Self-help? 10 ways to a more Hellraising you! Sure." he grinned. "What did your mom say?"

"Not much. I should probably get going soon though."

"OK." He said softly. "Do you want me to take you?"

"Are you sure?"

"Yeah. I'm not doing anything."

"Well, that would be great." She smiled. He nodded and grabbed his keys. He led her through the house, away from the front door.

"Where are we going?" She asked.

"You'll see." He grinned. He opened a heavy looking door and flicked a switch. She went into the room, the garage. Sitting there was a beautiful old convertible.

"Angel! This car is..."

"Beautiful? I know. It's a 1967 Plymouth Belvedere." He told her.

"OK, that doesn't mean anything to me, but this is just beautiful." She smiled.

"Get in."

"You're taking me home in this?"

"Sure."

"You don't have to. Just borrow Spike's car or something."

"That wreck? You gotta be kidding me."

"But this is such a great car. You're only taking me home."

"Shut up and get in, Summers." He said, jokingly.

"OK." He opened the garage door and got in the car. He drove the car out and round the house to the front door. He honked the horn loudly.

"What?" Spike came to the door.

"Close the garage door for me." Angel grinned. Spike sighed as Angel roared off in his beautiful car.

**

Soon enough, too soon for Buffy, they pulled up outside her house. Within seconds, Joyce was at the door.

"Buffy?"

"I'm sorry! We went to the Espresso Pump to welcome Angel, Spike and Dru to Sunnydale High and lost track of time." Buffy said, getting out of the car. Angel shut off the engine and joined them.

"Hi Mrs. Summers. I'm Angel Driscoll."

"Angel? Buffy, you should tell me when you're going to be out late. Who is this Angel? And Spike? What kind of a name is Spike?"

"His real name is William. He was nicknamed Spike as a kid because he used to have such short hair it went all spiky." Angel told her. Joyce was slightly pacified by the anecdote, combined with Angel's ultra-polite mom friendly demeanour.

"Well, good night, Angel." Joyce said in a less than subtle manner. Buffy grinned.

"See you at school tomorrow." She said. He nodded.

"Good night Buffy, Mrs. Summers." He said, getting into his car and roaring off into the night.

"Where is he from?" Joyce grilled Buffy as they went inside.

"New York. He just moved here."

"Why?"

"I. .. Don't know." She lied. She didn't want her mother to know Angel couldn't get into any schools in New York.

"It's getting late, Buffy. You still have homework to do." Joyce pointed out. Buffy frowned.

"OK. I'm going." She said, going up the stairs to her room.

**

The next day, Buffy arrived at school to be confronted by Cordelia.

"Where were you?" She demanded.

"What?"

"The Bronze, last night. You didn't show." Cordelia sounded hurt rather than angry.

"Oh!" Finally, Buffy remembered. "I forgot all about it! I'm so sorry!" Cordelia relented a little. Buffy saw Angel and Spike come round the corner. Cordelia noticed her smile at the approaching duo and scowled.

"That's why you forgot! us? Because of those two losers?" Cordelia was more than a little angry and she stalked down the hall. Angel and Spike came over.

"Hey Buff!" Spike said chirpily. Buffy was distracted by the conversation with Cordelia.

"Oh, hey." She said absently. Angel looked concerned.

"Are you all right?"

"Yeah. Yeah, I just had an argument with my friend. I forgot something."

"Did you do the English homework?" Spike asked her. She smiled.

"Yeah. And no, you can't copy it." She said, anticipating his next question. Spike's face fell.

"You can copy mine." Angel told him. Spike's eyes widened.

"You did the homework?" Angel nodded. "Why?"

"I spent an hour on the phone last night with my dad." Spike nodded in understanding. Buffy didn't understand, but made a mental note.

"Shall we go?" She said. They followed her into English. There Cordelia and Willow sat. By the look on Willow's face, Cordelia had told her about last night. Buffy sat down in her usual seat, but they made no move to speak to her. Hurt that they would overreact so much, she turned to the person seated behind her: Angel.

"Why are they giving you the cold shoulder?" He asked.

"I forgot about... I was meant to go to the Bronze with them last night and I forgot all about it when Spike invited me to the Espresso Pump."

"Is that all?"

"Yeah."

"It seems a bit much just because you forgot something. It's not like it was a big deal, right?" He asked. She shook her head.

"Not that I know of. I think they're more! upset that I was with you guys."

"Why?"

"I don't know." She sighed. The English teacher came in. "I'll talk to you later, OK?" He nodded. He didn't want Buffy to get into hot water with her friends because of him.

**

At lunchtime, Buffy made her way over to the tree where her friends were sitting.

"Hi," She said uncomfortably.

"Did you want something?" Cordelia asked frostily. Buffy looked a little shocked.

"Look, I already said I'm sorry." She said.

"Well, that's great. Tell someone who cares." Willow added. Buffy looked shocked at the venom in kind-hearted Willow's voice.

"Look, I only forgot once! I'm sorry. I've had a lot on my mind recently." She said.

"Yeah, like that drop-out loser Angel." Cordelia said. Buffy began to get angry.

"You don't even know him! Or Spike and Dru!"

"We don't need to. They're wacko losers." Xander added.

"Look, Buffy." Willow said more calmly. "It's fine if you want to be friends with those guys." Buffy sighed in relief.

"You just shouldn't expect to be friends with us." Xander told her.

"Why are you being so unreasonable?" She exclaimed.

"How much do you know about Angel?" Cordelia asked her.

"What do you mean?"

"Ask him about Courtney Thomas." Cordelia said cryptically.

"What?" Buffy asked, confused.

"You ask your newest little pal." Cordelia said. The three of them got up and walked away. Buffy collapsed under the tree, wondering what she meant, and why they had reacted so violently.

"Hi." She heard Spike and looking up, saw him leaning against the tree.

"Hey Spike." She smiled weakly.

"What's up Blondie?" He asked.

"Nothing." She told him. He sat down beside her.

"I don't believe you."

"My friends... Don't like me being friends with you guys."

"Well, that's just stupid." Spike told her. "Don't take any notice."

"Spike... Who's Courtney Thomas?" She asked. He looked shocked, angry and upset. He stood up.

"I'll, uh... see you later." He said, walking off abruptly. Now Buffy was even more perplexed. She resolved to ask Angel ! what they were talking about. How bad could it be? What would be so bad as to turn her friends against her.

**

"You have to tell her." Spike urged. Angel, Spike and Dru were back at home after school. Spike had told Angel and Dru of his short conversation with Buffy.

"I can't."

"You have to." Dru told him. "You don't have a choice. If you want Buffy as your friend, you have to come clean." She told him. He looked at her.

"How come you're so smart all of a sudden?"

"Practice, Angel dear." She smiled. He returned her smile faintly.

"I have to?"

"You like Buffy?" Spike asked him. Oh, Angel liked her. Angel liked her so much he wanted to take her in his arms and kiss her like she'd never been kissed before. One of those kisses like Rhett and Scarlett from Gone With The! Wind. Angel didn't just like Buffy, he was sure he was really in love with the girl.

"Yes." He answered simply.

"Then you have to tell her. Everything." Spike advised him. He nodded.

**

As soon as she could, Buffy got away from Joyce. Joyce wasn't pleased about her daughter being friends with the mysterious guy who lived with his friends on the hill, but she said nothing. She had to go out to a function at the gallery anyway, and she didn't want her daughter home alone.

"See you later, mom!" Buffy called.

"Be back before ten!" Joyce called back. Buffy rolled her eyes as she left the house, the door banging behind her. She began the long walk to Angel's house deep in thought. A week ago she had been at the very top of the tree at school, she had been dating the star quarterback of the football team and she had a group of friends she cared about. Now, she had Angel. She adored him, and every time he smiled that killer smile at her, she thought she would collapse. When he forgot his reputation and image long enough, he was wonderful to be around. But now this 'Courtney Thomas' came up. She wondered who Courtney was. An old girlfriend perhaps? Ideas swum around in her mind. She arrived at Angel's house and nervously knocked on the door.

**

Angel opened the door immediately. He had been about to go to see Buffy and was already in his leather jacket.

"Oh," She said. "Are you going out?"

"Only to come and see you." He said, and her heart soared. He was coming to see her!

"Come in, Buffy." He said, taking off his jacket and leading her through into the living room. But instead of stopping, he carried out down and led her into his room! , closing the door.

"Everything OK?" She asked. He looked strained.

"Sit down." He told her. She sat down on the antique leather chair by the bookcase. Angel sat on his bed, looking tense.

"What's the matter Angel?"

"I have... I have to tell you some stuff."

"What's this about?" She said. She couldn't bring herself to ask about the mysterious Courtney Thomas.

"When I was in New York, I was kind of... crazy." He searched for the words to tell her what he'd done.

"Just tell me, Angel." She prompted.

"Me and some of my old friends, we would rampage around town." He told her. "We were bored rich kids trying to rebel." He sighed sadly. After he was silent for a minute, Buffy cleared her throat.

"Who is Courtney Thomas?" She asked gently. He looked up at her with sad, angry eyes.

"How do you know about her?"

"My friends told me that I should ask you about her. What's going on?"

"Courtney was my girlfriend." Buffy knew it! "We went out for a while. We were the golden couple at school. By the way, I only ever went to one school." Angel told her. "But anyway, we were all wild. Spike and Dru kept out of it. They were never into what I did there. Would you believe that my parents sent them with me because they thought I might behave better with them around. Anyway, there was a group of us who would go out, get drunk on vintage wines we stole from our parents. Courtney was one of them, and another guy called Byron Devlin among others. He was my best friend of that group. Not much of a friend, but still. Then, one night I discovered Byron and Courtney... together." Pain flickered across Angel's face. "I went insane. I went and got drunk, stole my principal's Mercedes Benz and went back to Byron's house, where he and Courtney still were with a bunch of friends. I got into an argument with them, and I hit him a few times. Then, me and Courtney got into the car and I drove around, mad. But drunk people don't make good drivers, and I ended up careering off the road. Then, we ended up in the river. I got out of the car." He stopped to stifle a sob. "Courtney didn't."

"I..." Buffy went to speak, but stopped. What was there to say? "What happened?"

"Well, we got fished out of the river. I was still breathing, Courtney wasn't. I was arrested, but my dad's contacts ensured I wasn't charged. I was kicked out of school for stealing the car. Word got out pretty rapidly, and no other school in New York would take the guy that killed his girlfriend. My grandfather had just died a few months before, so my father sent me here. I was sent into exile away from everything. At least I still have a roof over my head and money. He told me that if I screwed up once more, I wouldn't even have that."

Buffy shook her head. It was a lot to take in. She was shocked that he could do such a thing. But suddenly, she found clarity in amidst the confusion.

"It doesn't matter." She said. "I don't care. If that was really the past, and I believe it is, then it doesn't matter to me." Angel stood up.

"It matters to me." He said. He didn't want her pity or charity.

"I know. That's not what I meant. I meant I still want to be your friend."

"I don't want you to be. You deserve better than a killer. Leave." He turned away. She got angry.

"What? I tell you I still want to be friends and you tell me to leave?"

"Just get out. Go back to your pretty little friends. Go be Princess Barbie, but leave me alone!" Angel felt irrational anger boil up inside him. He knew it wasn't against her, but he was levelling at her anyway.

"Fine. You want to fight everyone, including me, that's just fine. See you around." She said angrily, walking out.

Go to Part 3