Author: Autumn's Gem

E-Mail: weeks@skamania.net

Rating: PG-13

Distribution: Just ask.

Disclaimer: Joss owns all. Does the word duh mean anything to you?

Summery: Feeling neglected, Willow takes a walk, and begins a whole new part of her life.

Spoilers: Nothing specfic.

Author's Notes: This is somewhere during season 3. I dedicate this story to my best friend Kerry.

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Willow heard the clock in the upstairs hallway chime nine as she brushed her short fiery red hair in a tidy ponytale. Satasfied with her work, she quickly stripped out of her black jeans and matching blouse, and pulled on a nightshirt that had once been Xander's. Somehow it had ended up at her house, and he hadn't cared enough to ever come and get it. And since then, it was a comfort to wear, it made her feel safe and content.

At least it usually did. But not tonight.

Willow sighed softly, and looked at herself in her mother's old mirror, a frown marring her brow. *Not exactly the hottest chick in town, are we Will? You never have been. No wonder you've only had one boyfriend you're whole life.* she thought wryly. But before, she could stuck in a depressed, sarcastic mood, she shrugged. It didn't do anything to pout over what you couldn't change, there was only one thing to do. Get over it.

Now resolved not to brood over her lack of looks, Willow set the brush down on her dresser, almost as if it were made of the finest glass, and climbed into her bed big comfortable bed. At least that's how she'd always seen it. But now the adjectives she would describe them as would be lonely and empty.
The truth was, She didn't want to go to bed, knowing sleep would not come to her this early, but what else was there for her to do?

The Bronze was closed tonight, to get rid of the hundreds of cockroaches that dwelt there, so she couldn't go there. Willow's parents were on a romantic cruise to try to rekindle the flame of their dying marriage. Buffy had another date with Scott Hope, even though she had planned to watch Selena with Willow. Xander was on a date with Cordelia, if making out in Cordelia's car counted as a date. Even Giles had no need of her researching tonight. She didn't feel like watching Selena alone, so what else was there to do but go to bed?

A week ago, she could have asked Oz if he wanted to do something, but right now that wasn't an option. Maybe that was because they had just broken up. It had been only yesterday. He told her music demanded all his attention right now, that she was distracted by his feelings for her. That the band was doing awful right now, which was true, and he couldn't do anything about it, if he carried on a relationship with her.

To his credit and her relief, he hadn't given her the rotinue speech about just being friends. Willow hoped they would be, but she didn't need a speel given a thousands of times to thousands of other women, given by thousands of other men.

In a way, Willow was sort of glad that they'd broken up. She'd liked Oz and all. It had been safe and comfortable between them, which was nice. But there had been no passion, no excitment, which Willow had and still craved. When Oz kissed her, it was nice, but it didn't turn her on, didn't make her want to go to the next step.

Willow had idly wondered what having sex with Oz would have been like. She had no doubt that he could make her enjoy it, that it would probably be pleasant, and she'd more than likely want to do it again.

But Willow wanted more than that. She wanted her first time to be more.

What would have happened if Oz hadn't broken up with her? Where would they have gone from there?

It wouldn't have lasted, Willow realized that now. One way or the other, they would have parted at some point in time. Deep down, she'd always known, even in the beginning. But she was so caught up in keeping her boyfriend, any boyfriend, that she didn't wouldn't-no, couldn't face it. She didn't love Oz, and although she had enjoyed the relationship while it lasted, she had known the end was coming for quite some time.

Willow knew things had worked out for the best.

When Oz had mentioned that someday they could get back together, she'd smiled vaguely, but said nothing to encourage that belief. She hadn't argued either. After all, they'd both known that it wouldn't happen. It was just his way of making things easier for the both of them. To escape the akwardness of the moment. She really doubted that he meant what was he was saying. Of course, with Oz, one never knows.

But Willow wasn't so sure that other aspects in her life. Despite her desire for them to be so, they weren't working out for the best.

After Angel had gotten out of hell, it appeared they might get back together again. Buffy confessed they had kissed, and not just any kiss, a passionate one, from what Willow could guage from Buffy's tale. Willow had been overjoyed for her friend. After all, there was no danger. She knew things could be different between them. After all, the curse was permanet now. Angelus would never be free again.

But despite her lingering feelings for him, Buffy could not get over the past and him being a vampire, so they'd called it off. Angel did not argue with her, knowing in the end that what they'd had, was dead. Dead and buried.

A part of Willow had been relieved. A permantely souled vampire or not, he was still a vampire. And it wasn't that he disgusted her. His vampirism had never bothered her. But there was something unnatural about a slayer being with a vampire. It filled Willow with a kind of dread. Besides, the past had tainted what they'd once shared.

After her break-up with Angel, Buffy got so caught up in getting over him, that slaying, sleeping, and dating, (not nessicarily listed in order of their importance) were all she had time for these days. And Willow wasn't on the list. Xander and Cordelia realized that they cared about each other, that their feelings were more than just animal lust. Although, they weren't opposed to making out, in fact their seemed to romance thrive on their teenage lust. Like Buffy, they had no time for her of late. Even the demons were leaving her all alone. They couldn't even be bothered to try to kill her. The hellmouth was quiet lately, and Giles was actually starting to date again. But where did that leave Willow? Left out, as usual. And frankly, Willow was starting to get real tired of it.

Willow's mind drifted over how many times in the past few weeks that she'd been ditched, ignored, or stood up because her so-called friend's love life was more important than their friendship with her. She was hurt...and she was angry.

Before she could stop them, tears of frusteration and sorrow began to stream down her face, and she sobbed quietly into her pillow at the thought of being less important than their love lives. She knew it wasn't healthy to wollow in self-pity, but she felt she was entitled after the way she had been treated the last few weeks.
When her tears were spent ten minutes later, and her nose was all stuffed up with snot, she flung back the covers and marched the where she kept the tissues. *Come on, Willow.* Her mind chided her. *It's so not worth it.*

After she was sure she could breath through her nose again without making gross snot noises, she yanked her closet door open with more force than she had to. Grabbing a pair of jeans, and a sweater, she dressed quickly.

She didn't know where she was going, maybe nowhere, just for a walk, but she needed it. She needed to get out of the house, to clear her brain, and not think about the people who were supposed to care for her, but couldn't find a minute to spend with her. *Well, screw them.* she thought defiantly.

She crept away from the house through her bedroom door, although she could have used the front. Willow regretted not bringing a jacket as soon as she hit the night air, but for some reason, she didn't want to go back into her room. It was almost as like if she went back into that room depression and sorrow would be waiting for her, and she would get caught in it's sticky web. So, she endured the cold air instead.

Willow's mind was blissfully blank, and she hummed her favorite song under her breath. She felt ten times better than when she had left her room. Maybe the night air was doing her some good. To prove it, she smiled.

Just then, she colided into a solid wall of male. "Ooof!" she grunted, and struggled to maintain her balance. Two strong hands gripped her upper arms, steading her. "Oh, excuse me-" she began, and then trailed off, seeing it was not a stranger.

"Angel?" she muttered, although she knew with her vampiric hearing, that he would catch it. "Hi," she said a bit louder. "Long time, no see." She cringed. How stupid was that? *Never been to swift on your feet, hey Will?* her mind taunted.

"Willow," he said casually. Years of keeping his emotions hidden made him able to keep the shock out of his voice. "What are you doing out here at this time of night?" He purposely let his irritation ring out in his voice. What he didn't let show was his concern for her safety. Willow was insucure about her lack of strength, and she did not like to be reminded of how fragile her existence really was.

But she was only human. And humans were fragile creatures.

Willow was in a bad mood anyway, and although she knew it was stupid, she was free to do as she wished, and walking was what she wanted to do. He hadn't been able to hide his concern from her. It was readable in his eyes. And that irriated her. She could take care of herself. The sarcasm spilled out before she could stop it. "Someone left the lock off my cage. Silly them. I'll just be heading back to my prison now."

After over a century of misery, Angel knew someone in pain when he saw them, it didn't matter how well she hid it was her unusual sarcasm. "Willow?" he asked gently, and subtly tightened his hold on her arms, as so to keep her in place. He doubted she even noticed. "What's wrong, Willow? I can tell something's wrong."

Willow opened her mouth to deny it, but she closed it. Why? She was lonely, why not let him keep her company? Why lie? So instead, she started to cry softly. Tears of relief, a relief at having found a friend.

In response, Angel gathered her up in his arms, but she only snuggled closer. He was carrying her somewhere, but instead of objecting, Willow just closed her eyes, and drifted into the comforting lull of sleep.

When she woke up, she was lying on the sofa in the living room. She smiled when she saw and felt the fire. He had built it for her. He was like that. Kind and considerate. How could Buffy let him go, and try to find another man to replace him?

Willow sat up, wondering how long she had slept. To her, it seemed only like a few seconds, but for all she knew it could have been hours.

As she mused, Angel entered the room concern evident in his soulful brown eyes. Eyes that were so different from Angelus'. "Willow?"

She smiled at him, trying to assure him that she was alright, knowing he was worried sick about her. "Yeah. Hi. And no, I'm not having a nervous break down. I just have a lot of...stuff going on, right now. Not really the good kind."

Angel took his hand in hers. "Tell me." He insisted, his voice gentle but firm. Willow hesitated, but she needed to get it out.

So she told him. About the others being too busy for her, about her breakup with Oz, how she felt about the ending of her relationship with Oz, her lonliness, her need for someone to give her the time of day.

Looking back on it, years later, she wondered at her trust in him. Sure, he'd saved her life, she restored his soul, but they really didn't know each other. Whatever connection they'd had was through Buffy. It had been the standard relationship between a boyfriend, and the girlfriend's best friend. And now Angel was no longer Buffy's boyfriend. So, why did she just spill her guts to him? That wasn't like her to do that...even with Xander.

And all those years later, she realized it had been for three reasons. Number one, she was hurting, and she needed to get the hurt out. Number two, she was lonely. She needed there to be someone to talk and listen to her. Something she'd been lacking for the last few weeks. And number three, the most important of all reasons, she'd instinctivly trusted him. Deep down, she knew that what she said would be safe with him.

She had purposely avoided going into too much detail about Buffy's love life, knowing the vampire still had feelings for the slayer. But Angel wasn't dumb. He'd known good and well that was what Buffy was leaving him for.

And in the past month, he'd healed some. He was far from being over her, but he could at least admit that she'd been right in her decision. What they'd had been special, but it was doomed. He realized Buffy must have known it was up to her to make that decision, to break away from their beautiful yet fatal romance.

And while it tore at his heart, his mind was put at ease by the rightness of it.

But he couldn't respect her treatment of Willow. Moving on was fine and good, he understood that. But Willow didn't deserve to be cast aside like some child's doll, and then to picked up at lesure. They were all treating her that way, even Giles. Angel knew what lonliness was like, and he didn't wish that on Willow.

In fact, he was gonna make sure that she did not endure that form of suffering, He remembered Willow telling him that she had rented Selena to watch with Buffy, and the slayer had ditched her for a date.

"Willow?" he asked, unsure. She smiled, and promted him to continue with a kind nod in his direction. "That movie...Selena?" She indicated her agreement. "Well...I'd hate for you have to watch it alone, and we wouldn't want you to-"

Willow grinned in wonder, almost as if he were offering the moon. She leapt from the couch in a spurt of exitment. She barely resisted the urge not to bounce eagerly from one foot to the other. "Angel, would you watch the movie with me?"

He nodded. "I just got a VCR, and I'd really like to watch it with you."

And they had. Willow had been sobbing at the movie's end, and even Angel had to admit, it had touched him too. He'd found himself angry at the fact that talented young girl, who had her whole life ahead of her, had been killed for what? Firing the women? For confronting her about her sins? What a waste.
After that night, they always did something together. Whether it was patroling together, watching a movie, playing chess, or just having a late-night talk they had fun. Both were surprised at how easy it was to be together.

Angel couldn't help but compare spending time with Willow to spending time to Buffy. He tried not to, but it was too hard.

With Buffy it had always been intense. Emotions, whether they be sorrow, rage, or passion had always been as high as they could get. There was no middle ground. Either they were battling each other, or making out or there would be tension so thick that you could cut it with a knife. He'd loved Buffy, they'd had something really special together. Despite that, he'd never been comfortable around her, never at ease with who and what he was.

With Willow it was totally different. It wasn't the passion he'd shared with Buffy. It was simple and easy friendship. A friendship he'd never found in Buffy. And he'd yearned for simple campionship. Sometimes he would just hold her. There was nothing sexual about it. But the simple contact was a comfort to their battered souls.

With Buffy, everything had been sexual. True, they'd only made love once, but their relationship had been sensual in an unexplainable way.

Oh, it wasn't that he didn't see Willow as a women. He knew Willow was attractive, he was a man, and one that had very good eyesight. But it was a more spiritual kind. Subtle, and understated. Not obvious and earthly like Buffy's. Willow was a slow bloomer, but bloom she would. She'd never be the rose Buffy was, she'd be a wild flower that no one could tame. The kind of flower one could find in a field, and have no idea what it was called. Her beauty would be a mystery. And although the rose was stunningly beautiful, it was also fragile, and would decay, while the wild flower could survive a lot and not wilt so easily. Yes, Angel knew that Willow's natural beauty would remain even as she grew old, while Buffy's would fade.

But to him, all Willow was to him was a good friend.

While Angel continued to think of Willow as a good friend, Willow was falling in love with him. Despite her growing feelings for her friend, Willow was a smart girl, and she knew Angel well. Maybe better than Buffy ever had. She had no illusions about how he felt about her. Her crush on Xander had taught her well.

Only unlike Xander, Angel had no idea about Willow felt about him, and for that Willow was grateful. She knew he would be the love of her life, but she cared too much about their friendship to ruin it by confronting him with her feelings when it was so clear that he returned none of them.

In the meantime, Willow had found a good friend in Faith. They were nothing alike, yet they were the same. Both were outcasts of the scooby gang, not really included. They both were lonley, and found comfort in their friendship.

Willow learned that Faith wasn't quite the slut she let people believe she was. Oh, she was no virgin. But she selected her lovers carefully and didn't just let them have her on the first night. She confided that she'd had three lovers her entire life. One had dumped her, (which hadn't broken her heart) and two she had walked away from.

Faith knew of her friendship for Angel. She was the only person that had any idea outside of Angel and Willow of course. She was also the only person besides Willow that knew of her feelings for Angel. Both secrets she kept well.

Angel and Willow had let Faith into their friendship, and Faith found what she had always longed for. A family.

Buffy, Xander, Cordelia, and even Giles who was Faith's watcher, were so wrapped up in their own life that they didn't notice the sisterhood that had developed between the two girls, nor did they notice the two hanging out with Angel.

But neither one seemed to really care if they noticed or not.

Faith was a good judge of character, and she knew that Angel cared about Willow. She hadn't really been there for Angel and Buffy's relationship, so she didn't know what Buffy had made him feel like. All she knew was that Willow made him happy. He laughed a lot, joked a little, and the interior of the mansion had changed a great deal. At her insistence of course. Of course, he'd been almost eager to do what she asked-well, nagged him is more like it.
But Faith figured that since she was now living there she had a right. He had invited her to move out of her crappy motel, and into his mansion. No contest there.

For the rest of the school year they continued this way. Willow knew that as a senior, she should have been applying for college, but she had no desire to. Whatever destiny had in store for her, it wasn't college. She still loved Angel, but he was still clueless to her feelings, and in no way returned them.
Or so Willow thought.

Faith, being a little wiser than Willow, and who had seen it all while Willow was sheltered, knew better than that. She could tell Angel's feelings went far beyond ones of just friendship for the young hacker. Faith realized that either he didn't know yet, or if he did, he was too afraid of ruining his friendship with Willow to come out and admit it. Faith knew that while interfering might be tempting, she could actually cause more damage than good. Her own love life was non-existant, so what business did she have screwing around in her friends affairs? So, she would just have to sit back, and watch the fireworks. And try to mind her own business. But if those town didn't get a clue real soon, she just might be forced to rethink that decision.

While Faith bidded her time, and hoped the two would wake up and smell the love, Angel was feeling depressed.

He hadn't realized how much he had come to depend on his friendship with Willow. And now she would be going off to college. A sly little voice snidely that could have been Angelus whispered that he was an idiot. If it was Angelus, for once, it was right. After all these months, he'd finally come to execpt that his feelings for Willow exceeded that of friendship.

But, so what if he did? It wasn't gonna change anything. He was like a big brother to her, and she was going off to college to start her adult life.
He couldn't have been more surprised.

One moonlight night, Angel was flipping through his channels, already bored with cable. He missed Willow. He wished she was there to keep him company. He liked being with her. Oh, make no mastake. He liked Faith, and even enjoyed her company. In fact, outside of Willow, she was his best friend. But he liked it best when him and Willow were alone. Most of the time Faith tagged along, but sometimes, (which seemed to be more and more these days) Faith would have a date, or have to train, or patrol. Which meant he could be with Willow alone.

As though she had magically heard his thoughts, his sharp sight picked up Willow running towards his mansion, tears streaming down her angelic face. Angel could not pervent a growl at the thought of someone hurting her. Whoever made her cry would pay, make no mastake.

Without knocking, (such formalities were past them now) she burst into the room, and threw herself into his arms. "Oh, Angel!" she sobbed hesterically. She buried her face in his shirt and cried like a baby. He just held her, and rode out the storm with her. And although Willow's tears soaked his shirt, he just cooed words of comfort to her, trying to soothe her.

"They kicked me out! My parents!" she finally managed through her tears. "Oh God, Angel!" his mind struggled to understand, so disorted were her words from her tears. After a moment, it hit him like a ton of bricks. Her parents they kicked her out. But why would they kick her out? Willow was a good kid.

"Oh, shh," he soothed. "Don't cry, little one," he said, his heart tearing at the sound of her tears.

Embarrasment flooded Willow. How could she lean on him like that? It wasn't his problem. She struggled to free herself, and he hesitantly obeyed her, he sensed her shame.

"Willow-"

"I'm sorry," she said stiffly after a long moment. Her eyes were staring intently on the ground. "I shouldn't have let go like that. My parent's..." Willow trailed off and then sneered. "hard hours of training shouldn't be completely wasted. Well, I guess I'm just one big disapointment."
Angel nearly winced at the bitterness her tone. It was so un-Willow. "Willow," he said gently. "If they think that, they're fools. I think you're an amazing person."

Willow laughed darkly. "Yeah, right. I'm an amazing person. Do you know my mother told me she told me I should have died at birth?" She laughed again, but agony was evident. Before Angel could speak, she continued. "You know what? She was right. I was just an accident created by two kids who gave into hormones! And I couldn't even be the boy that my father wanted."

Angel gripped her shoulders and shook them slightly. "Stop it! Enough! You're parents are idiots. You're special. Willow, if it weren't for you, I would have walked into the sun a long time ago. After Buffy left me. I need you."

Willow shook her head. "But I-"

Angel gathered her into his arms. "But nothing. So, what drove the morons to throw such a treasure away? I think you'll be better of for it, by the way."

"I don't want to go to college," she admitted. "I know I'm smart, and that I could do it. But it just wouldn't make me happy."

"And they couldn't handle it?"

"Nope," Willow said sadly. "Do you understand?" He could tell she was pleading with him to agree with her decision.

"Of course, sweetheart," he said gently. She shivered at the endearment, but he just assumed she was cold, and tightened his arms around her. In return, she snuggled closer.

"Uh, Angel?" Willow ventured hesitantly.

"Mm?"

"I have a confession to make," she said softly, wanting with all her heart not to go through with this. It would surely destroy their fragile friendship. A friendship she needed. But being in love with him...it was just something she needed to confess. She wanted him to know. He was her friend, and she owed him simple honesty.

He laughed at her grave tone. "Willow, it can't be as bad as all that. You're the most pure person I know. So, whatever it is, it can't be that terrible!"

"Oh no? Well, you won't be laughing in a minute!" she challenged, which caused him to laugh again. "All right, then. If that's how you want it." She she glared at him, and then her gaze softened and he could see a trace of guilt there, and sobered immediately.

"Go on, little one. Tell me."

She took a deep breath. "Angel, I've done something terrible. I couldn't help it-I tried! It's sure to hurt you. I never wanted that. I tried to stop it!" She was almost hysterical, her voice begging him to believe her insistence. He smiled sadly down at her, not concerned for himself, but sad that she was so worried. He hated to see her upset.

"Tell me, Willow." It was a request not an order. A tender request.

"I've fallen in love with you!" she burst out.

He stared at her, too shocked to say anything. Then shock gave away to relief. Relief because it wasn't the terrible thing he'd imagined, and relief that she returned his feelings. Being older and more wise in the matters of the heart, he had sensed something magical between the two of them. But he hadn't been sure that it had been more than friendship. He was glad that it was more serious than that.

Since he couldn't think of anything to say, he leaned down and kissed her. A kiss that conveyed everything he couldn't say. A kiss that told her he returned her love, and she knew this was the beginning of something new. Something even better than before.

When they pulled apart, Willow was gasping for breath. "I-Wow!" was all she could think to say.

"Uh-huh," Angel replied absently, idly playing with a strand of her hair. "Oh, before I forget to tell you, I love you too."
 

The End

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