The Ugly Duckling

Author: Emmy

Rating: NC-17

Warnings: Strong Sexual Content in later chapters. I repeat: Strong Sexual Content!

Disclaimer: I own nothing and seek no profit from this story.

Distribution: nha; wls; redssoulmates; bite me, please; sog; vampyre haven. Anyone else, please ask me first.

Summary: A disturbed Willow goes to LA to set up Angel's computer system, and is greeted with a cold reception. Will the Angel AI team realize there is something wrong with Willow and help her? Or will she continue on the dangerous path she's on?

Feedback: Yes, please. It makes me all happy-like.

A/N: First off, I want everyone who has been asking me about the third story in the ABH series to rest assured that I am still going to write it. Just give me a little bit more time to work out the kinks, okay? Second, anyone who has read anything of mine before knows that I love Spike. Please remember that before you flame me for making him out to be a bastard in this fic, okay? Spike is a vampire, a demon, and I wrote him that way.

A quick note about the timeframe... this is set in an AU. I'm going to be making a lot of changes, but I'll explain them as I go. For right now, know that this is the summer before Glory shows up, but Angel and Company are already in the Hyperion.

Thank you to my betas, Sophia, LaDy SiN, and Missy, for the excellent work and all the hand holding. You guys rock.

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~Part: 1~

Willow walked up to the hotel, bags in hand. She had been surprised when no one had shown up at the bus station to meet her, but had quickly hailed a cab, assuming something had come up. On the drive over, Willow had made a decision. She decided that despite all of her troubles, despite all of the pain she had been experiencing in Sunnydale, she would put it all aside and concentrate on having fun. 'I deserve it,' she thought. 'After all the crap I've put up with over the past year...'

Determined, she opened the doors and entered the lobby of the Hyperion. The room was warm and inviting, and Willow couldn't help the grin that covered her face as she recognized a familiar voice. She turned and saw Cordelia Chase arguing with a handsome black man about the merits of charging for their services. Neither one of them noticed her, and Willow took a moment to watch the scene unfold. 'Those two sound like Cordy and Xander did back in high school. I wonder if she realizes that? Are they involved? He's pretty good looking...' Willow thought.

Wesley came out of an office and scowled at his co-workers. "Oh, will you two just shut up? If we don't charge people we don't get paid," he said, clearly irritated.

Willow laughed then, the sound filling the room. "Ya know, I've often thought that Buffy should send the Council a bill for her dry cleaning..."

The three members of Angel Investigations stared at the redhead in shock. "Willow!" Cordelia exclaimed, snapping out of her stupor.

"Hey Cordelia, Wesley," Willow said with a smile. She looked at the man beside them. "Hi, I don't think we've met."

Gunn nodded at her. "Hey. I'm Gunn."

"I'm Willow."

A slightly uncomfortable silence fell over the group. Willow suddenly felt as though she was back in high school again, stuck with a group of people who didn't want her around. The feeling was unwanted and reminded her too much of Sunnydale lately. She managed another smile. "Angel didn't tell you I was coming, did he?"

They all shook their heads, and Willow sighed. "Typical. I'm here to set up your new computer system, and to get you guys connected to the web-based community and database I've set up in Sunnydale ... it's kinda like a network. Basically, we'll all be connected via the internet and we'll be able to help each other out more, be able to exchange information more effectively. "

"That sounds ... great." Cordelia said.

"It is," Willow answered, ignoring the other girls blatant use of sarcasm. "And Wesley? You'll have access to all of Giles' books."

The former watcher's face lit up. "Really? That would be wonderful."

Willow smiled. "He'd like you to return the favor by letting me scan your books, too."

"Of course." Wesley said.

"Willow."

The witch turned to Angel's voice. "Hey, Angel," she said.

He nodded. "You made it here safe."

"With no problem." Willow said.

"Good." Angel murmured before walking into his office and closing the door.

'Well, this trip is going to be fun,' Willow thought as she stared at the closed door. 'Such a friendly group I've come to help out. On the bright side, at least Spike's not here.' Thinking of Spike, as usual, caused Willow to frown. The bleached blond vampire had become the bane of her existence over the last eight months. 'He just has to make things so damn difficult, doesn't he?' she thought.

Gunn cleared his throat, pulling Willow out of her thoughts. "Well, it's great to meet you, Willow, but I'm going home now. You want a ride, English?"

Wesley nodded. "If you don't mind. Miss Rosenberg, always a pleasure."

Willow smiled at the two men. "See you later."

They left leaving Willow alone with Cordelia. The Seer plastered a smile on her face. "So, Willow, how've you been?"

"Good, you?" she responded, being polite.

"I've been great. How's everyone in Sunnydale?" Cordelia asked.

"Sunnydale's as good as it ever is. So's everyone there, I guess."

"That's good." Cordelia said.

They stared at each other for a minute before Willow sighed. "This is weird."

"You're telling me," Cordelia said. "I'm going home now."

"Does no one live here?" Willow asked.

Cordelia pointed to Angel's office. "He does."

"Oh," Willow said as she watched Cordelia rush out of the hotel. "Great."

Sighing, Willow walked over to the door and picked up her bags. "Angel," she said looking at his office door. "I know you can hear me, what with your vampiric hearing and all. I'm going upstairs to find a room. And, unless you come out here and tell me there's a specific area to avoid, I'm just going to pick one."

Angel made no attempt to join or stop her.

"Okay then," Willow said. "See you later."

***

Willow chose a room on the second floor. It was a classic suite with a sitting area, a bedroom, and a nice sized bathroom. She unpacked, putting her clothes in the closet and dresser, and then went about the room setting out things to make it feel more homey. She added a few pictures from Sunnydale, some candles, an incense burner, and a few of her Wiccan items. After hanging a pentagram on the wall, she placed her meditation mat in one corner of the sitting room. Satisfied with her work, Willow sat down at the computer and emailed everyone back home to let them know she'd arrived safely.

Two hours later, after surfing the internet for a while, Willow found herself in Angel's kitchen going through his cabinets. There were signs that he'd at some point purchased snack foods, but all that remained of them were the boxes the food came in. Apparently no one understood the concept of throwing away what was empty. Once she realized that the only food in the kitchen was a box of crackers and a few sodas, Willow began composing a mental grocery list. Angel walked into the room and she smiled brightly.

"You find a room?" he asked, not smiling back.

Willow nodded and tried to resist the urge to scowl at his rude behaviour. "I need to go buy groceries."

"All right."

Willow stared at Angel expectantly. "What?" he asked, finally.

"Well, it's dark, I've never been to LA alone before, and I don't have a car." Willow stated.

"Oh," Angel sighed. "You ready to go now?"

Willow didn't know what to make of Angel's attitude. He wasn't exactly hostile, but he wasn't being friendly in the least. She shook off the questions and nodded. "Sure."

Angel didn't say anything else, so Willow just grabbed her purse and joined him as he walked out to his car. "Wow... Angel, this is a great car," she said as she took in the sight of the black convertible.

"It's all right. Gets me around." Angel said.

Willow wanted to smack him, but settled for rolling her eyes. He was acting like they were strangers. 'True, we've never been friends, but he could at least be a bit more welcoming. It's like he doesn't want me here or something. And he's the one who invited me!' she thought.

The silence hung in the air like a third person, both Angel and Willow were uncomfortable. She managed to deal with the silence for ten minutes before it really got to her. He was making her feel like Spike did, small and insignificant. Suddenly, all she wanted was to return to her room at the hotel. "You know what Angel, never-mind about the groceries. Just take me to a drive-thru and I'll get dinner. Then, tomorrow, I'll go on my own, okay?"

Angel just nodded and pulled into the nearest Burger King without asking if the choice was okay with Willow. She rolled her eyes and told him what to order. 'I prefer McDonalds,' she thought as the cashier handed them the food. They drove back to the hotel in silence, which did not surprise Willow at all. As Willow walked back up to her room, she wondered if Angel had even noticed her say goodnight.

***

Willow awoke the next day hoping that the uncomfortable silences would have ended and that the new day would be different. She showered and dressed quickly, optimistic that the day ahead would be better than the night before. She walked downstairs and smiled at Wesley. He smiled back and Willow felt relief flood through her. "Good morning, Wesley." Willow said, cheerfully.

"Good morning to you as well, Miss Rosenberg."

"Call me Willow, please."

Wesley nodded. "Of course."

Once again silence filled Willow's ears and she sighed. 'So much for things getting better,' she thought.

"You're going to get started on the computers today?" Wesley asked, finally.

Willow nodded. "Which one should I start with?"

Wesley led Willow to Angel's office. "I would think it best to start in here. Angel has this one, Cordelia has an identical one up at the front, and then I have a laptop."

"Okay, then. If you need me I'll be in here."

Wesley nodded and left the room without another word. Willow stared after him and wondered if he realized he'd not offered her any breakfast- or even tea, as she had grown to believe the English were born to do. She wondered if she'd survive her time in LA. "Probably gonna die from loneliness," she muttered as she sat down in front of the computer.

The day passed quickly for Willow, and by the time Angel made his first appearance at four that afternoon, she'd finished with his computer. She gave her best smile to the brooding vampire who had just sat down at his desk. "I'm done in here. I'll start working on Cordelia's computer tomorrow, and with the way things are going, I'll probably have both hers and Wesley's online and networked by mid- afternoon. From there, it's just a matter of scanning the books and showing you all how to use the new software," she told him.

"That's nice, Willow." Angel said before opening the book in front of him.

"Right." Willow said, trying to keep her voice even, trying to keep the hurt from showing. She quickly left the office and entered the lobby.

Willow noticed Cordelia, Wesley, and Gunn involved in a conversation and decided not to even attempt to join in. She walked steadily up the stairs and into her room. Willow picked up the phone and dialed a familiar number. Even though her best friend was clueless most of the time, Willow knew it would be nice to hear a friendly voice.

"Hello?"

"Buffy?" she asked.

"Willow! I got your email! How's LA?"

"Horrible."

Buffy hesitated. "Really?"

"Yeah," Willow said, her voice heavy. "Cordelia's still a bitch, Wesley and I never really got to know each other and so it's weird to try to talk to him, and Angel has said maybe twenty words to me since I got here. They left me alone in a room all day, never offered me any food or anything to drink, and I forgot to go buy groceries. And there's no food here, Buffy."

"You're serious, aren't you? They're treating you like a stranger they don't want there?" Buffy asked in a moment of rare clarity.

"Yeah," Willow said, tears welling up in her eyes.

"I'll call Angel-"

"No!" Willow interrupted.

"But, Will-"

"No, that would just make things worse, Buffy."

"Maybe not," Buffy said.

"You know it would. Angel would feel forced to do something he doesn't want to do."

Buffy knew Willow was right. "So, what are you going to do?"

"Well, I'm going to get the job done as quick as I can and then come home. Hopefully by Saturday. Today's Thursday... I think I can do it."

"Willow, are you sure you don't want me to call Angel?"

"I'm sure, Buff. I just needed to hear a friendly voice. I can't stand all the silence around here."

"Well, then, let me tell you about my day..."

Willow spent the next hour on the phone with Buffy. Part of her felt guilty for running Angel's bill up, but most of her decided that he deserved it for being so rude. 'I'm here doing him a favor. For free,' she thought. 'And he's being a jerk. He totally deserves a high phone bill.'

Deciding she just wasn't hungry enough to go grocery shopping, Willow ordered a pizza. While she waited for her dinner, she took a shower. 'Anything to help me relax,' she thought.

***

Angel was sitting in his office reading when he heard the lobby doors open. He knew everyone had gone home for the day, so he tucked a dagger into his pants and walked out of the room. A pizza delivery boy was standing at the elevator. "Can I help you?" Angel asked.

The teenager turned. "Lady in room 204 ordered a pizza."

Angel nodded. "I'll take it to her."

The boy shrugged and handed Angel the pizza box and a plastic sack. Angel held them in one arm and reached behind him for his wallet. "How much?" he asked.

"She paid by credit card, tip included. Have a nice night," the boy said as he quickly left.

Angel watched him go then turned to the open elevator. Shrugging, Angel walked inside and pushed the button for the second floor. He walked the short distance from the elevator to Willow's room and knocked on the door. She answered wearing black knit pants and a white t-shirt. Her feet were bare, her hair was wet, and she smelled like vanilla. Angel realized then that he really hadn't looked at her since she'd arrived. Willow had grown up.

"Hey, Angel. You need something?"

He shook his head and held out her dinner. "Pizza."

"Oh! Thanks. I'm starving. You wanna come in?"

Angel nodded and followed her into the room. He looked around and realized that in about 24 hours, Willow had done the impossible. She'd made one of his rooms feel and look like a home. He sat down and accepted the coke she offered him. They sat in silence for a few minutes, Angel watching Willow eat.

"Do you like your room?" Angel asked.

"Yes, this is a very nice hotel. How'd you find it?"

"I stayed here in the 50s for a while," he answered.

"Oh."

Angel knew that he'd been very rude to Willow since she'd arrived, as usual, he'd been too distracted with the problems that Wolfram and Hart were causing to pay much attention to anything else. He wanted to apologize, but couldn't find the words. He'd always thought of Willow as nothing but Buffy's friend, a little girl. But now, seeing her so relaxed, Angel realized that Willow was no little girl. She was a woman, and a very lovely woman at that. The silence had stretched between them again and Angel struggled for something else to say.

"Did you buy your groceries?" he asked.

Willow shook her head. "No, that's why I ordered the pizza... I lost track of time and didn't go this afternoon."

"Would you like to go now?" Angel asked.

Willow hesitated. "Um..."

"I don't mind taking you, Willow."

"Really?" she asked, clearly unsure.

"Really." Angel said.

"Okay. Just let me put on some shoes."

Angel nodded. "I'll meet you down stairs."

He left the room and went back down to the lobby. Willow joined him, and together they walked out to the car. "Willow," Angel began. "Would you like to have dinner with me tomorrow night?"

The words were out of his mouth before he was really even aware he'd been thinking them. Willow stared at him like he'd lost his mind, and part of him wondered if he had. She smiled at him then, a beautiful, radiant smile, and Angel couldn't help but smile back.

"I'd love to, Angel."

***

Willow walked back into her room after saying goodnight to Angel. The evening had turned out to be very interesting. She'd been surprised when Angel brought her pizza up- she hadn't expected him to even notice its arrival. He had seemed so shocked by her presence ... like he'd forgotten she was there until the delivery guy showed up. Angel been so polite after that, taken her shopping and even invited her to dinner. It had been a nice break from the reality that had become her life.

'That dinner thing sure came out of no where, though. I think it even surprised him. I mean, why the heck did he just suddenly ask me to dinner? What was up with that?' Willow thought as she got ready for bed. 'Oh, well. At least he's being more friendly. Now maybe the rest of my time here will be bearable. I'll have to call Buffy and let her know things are looking up.'

Willow crawled into bed and shut off the light, sleep following close behind.

~Part: 2~

Willow awoke the next morning fully expecting things to be different.  She and Angel had talked more the night before than they ever had in Sunnydale, and she was sure that his new found friendliness would rub off on the others.  She walked into the lobby with a smile on her face. No one even looked up.  Cordelia was occupied with her nails, Wesley was pouring over some book, and Gunn was sharpening a short sword. Willow sighed, drawing attention to herself.  Gunn looked up. "Hey."

Willow smiled. "Good morning."

Both Wesley and Cordelia mumbled a greeting and Gunn went back to his weapon. Willow steeled herself against their attitude, hoping that once Angel awoke things would change.

Sitting down at Cordelia's computer, she decided to get to work. Every so often Willow would look up and make eye contact with one of the other people in the room, but still no one spoke to her. She heard Spike's voice in her head telling her that she would never mean anything to anyone, that she wasn't even second best.

All day long she heard the words the blond vampire had been telling her for months, she was just Willow, and would never be good enough. She shook herself out of her thoughts, trying to banish Spike's voice, and focused on the computer system. It took all of her strength, however to ignore the fact that- with their behaviour- the people around her were working overtime to prove Spike right.

The day passed much as the one before it had, and by five in the afternoon, Willow was finished with both Cordelia and Wesley's computers. She looked up to find the lobby empty. She'd become so involved with her work that Willow hadn't even heard them leave the room. She looked around and saw that everyone was in Angel's office, the door closed. Looking at the clock, Willow got up and headed up the stairs to get ready for dinner with Angel, hoping her evening would be better than her day had been.

She showered and dressed, choosing a simple black dress to wear. It was backless, short- falling mid-thigh- and fit her curves beautifully. Buffy had given the dress to Willow on her last birthday. She knew she was showing a bit more skin than usual, but she decided that since she was in LA she could risk it.

Willow had expected Angel to come up to get her when he was ready to leave, but by seven she decided that he was waiting on her to meet him downstairs. Grabbing her purse, Willow headed out of her door to join Angel. She hadn't eaten all day and was decidedly hungry--it was time to get the show on the road.

"Angel?" she called as she walked into the lobby.

No one answered. Willow quickly discovered that there was no one in the lobby. She looked around the rest of the hotel for thirty minutes before looking in the parking garage. There were no cars there. Tears filled her eyes and she made no attempt to wipe them away. "Stupid, inconsiderate vampire!" she said angrily to the empty space.

'Never be good enough...' Spike's voice echoed in her head.

Willow closed her eyes and concentrated on calming down, forcing herself to block the condescending voice of the bleached blond vampire out of her head. "Well, I'm not going to just sit around and cry!" she said. "I'm dressed to go out, and out I will go."

She walked back into the lobby, called a cab, and fixed her makeup. "Hopefully the cab driver will have a suggestion on where to go for some fun around here."

***

The last demon fell and Angel turned to his employees. "Well, that was fun."

Cordelia snorted. "Yeah, right. The least they could have done is offered to buy us dinner."

Angel groaned.

"What's up, man?" Gunn asked.

"Dinner. I told Willow that I'd take her to dinner tonight. I didn't tell her about Cordelia's vision ... or that we left. Did any of you?"

They shook their heads. Wesley handed Angel his keys. "We should hurry back, then."

Fifteen minutes later the four demon hunters entered the hotel lobby. Angel listened for a moment before sighing. "She's not here."

"How can you be sure?" Wesley asked.

"No heartbeat."

"Well, that could be a bad thing, don't you think?" Cordelia asked.

Angel shook his head. "I don't smell death, either."

"That's disturbing." Gunn commented.

Wesley cleared his throat. "It would appear that Miss Rosenberg has taken herself to dinner."

The crew sat around for a while waiting for Willow's return, all guiltily admitting they'd been ignoring the redhead.  At midnight, when she'd yet to return, they decided to go look for her. They returned to the hotel without Willow two and a half hours later, all beginning to worry.

"We'll give her another hour," Angel said. "Then we'll start looking other places."

"Like hospitals?" Cordelia asked softly.

Angel said nothing, but his eyes confirmed Cordelia's question.

***

Willow handed the cab driver his fare and got out. She looked up at the hotel and swore softly under her breath. She knew that Angel would know immediately when she arrived back, being able to hear her heartbeat. If he was home, at least. 'And," she thought. "If he can hear my heartbeat, he'll be able to smell me too, just like Spike always can. He'll be able to tell I'm aroused.'

She took a few deep breaths, trying to calm herself, but it was to no avail. She was entirely too worked up, too turned on. She could still feel that man's hands holding her as she danced, his breath on her neck, the sexy tone of his voice when he told her she was beautiful. He'd turned her on so much. 'If only I'd had the courage to go home with him when he asked,' Willow thought.

She looked at her watch. 'Three A.M. Do you know where your friends are?' she thought, anger filling her as she was reminded why she was alone in the first place. She walked in the front door of the Hyperion to find three humans and a pissed off vampire.

Angel glared at the redhead. "Willow! We've been worried sick! We were about to start calling the hospitals, possibly even the police. Where the hell have you been?"

Willow pushed down the wave of rage that poured into her at Angel's outburst and rolled her eyes. "Out."

She said nothing else and walked toward the stairs. Cordelia watched in shock as Willow walked up the stairs to her room. "What's her deal? And where did she get those shoes?"

Angel ignored his Seer and watched Willow go, fighting the urge to run after her. His anger had dimmed the minute her scent hit him. She smelled of sweat and arousal, it was intoxicating. He didn't know where she'd been off to, but she'd returned in quite the unsatisfied state. His demon screamed at him to follow her, and for once he agreed. He looked at his friends. "She's back. She's safe. I'm going to bed."

They all said their goodnights and the humans left. Angel locked the doors and headed upstairs. He stopped outside of Willow's room and listened. He could hear the shower running and, telling himself he needed to apologize, decided to go inside. He saw the dress she'd been wearing by the door, her bra in the middle of the room, and her panties near the bathroom door. He bit back a moan as his overactive imagination pictured the small redhead undressing on her way to the shower. Angel walked over to the door and went inside the bathroom. "Willow?" he asked.

Willow sighed. "I knew you'd follow me. What do you want, Angel?"

"I'm sorry about dinner. Cordelia had a vision, there were demons..."

"It's all right, Angel. I went out, had a good time anyway." Willow said.

"You could have been hurt, going out alone." Angel insisted.

"But I wasn't." Willow said, irritated. "And I'm fine, just a bit tired."

'And turned on,' Angel thought to himself. 'I wonder who got you so hot and bothered, Willow?'

"I'll be done in a minute." Willow said.

"I'll wait out in the main room."

Willow heard Angel close the door behind him and sighed again. She willed herself to calm down, but everything inside of her screamed for release. Her body begged her to go grab Angel and drag him to her bed, to give into desire, just this once. She shook that thought off, Spike's voice telling her she'd never be good enough for someone like Angel.  'Like he'd want me anyway,' Willow thought, trying to convince herself that jumping Angel would be a bad idea.

She finished her shower and barely bothered to dry off. She slid her arms into her robe and didn't notice the way it clung to her wet skin.

***

Angel watched Willow walk into the room wearing a thin satin robe, and he was once again struck by how beautiful she'd become. Her hair was still very wet and beads of water dripped down her neck rolling onto her back. Angel licked his lips and found himself wishing he could lick the water off of her body instead. His eyes widened when he saw the hard peaks of her nipples straining against the satin of her robe.

"Did you have something to say, Angel?" Willow asked, bringing him out of his cloud of lust.

Angel's mind was screaming at him to walk over and kiss her, to apologize that way, her arousal getting to both man and demon, turning him on. He took a step closer to her. "I'm sorry I missed dinner."

Willow nodded. "You already said that, and I said it was okay. I had a good time, Angel. I went dancing."

Angel stared at her, picturing her dancing in the outfit she'd had on before. He caught himself almost reaching out to pull her to him for a dance of their own. Willow noticed and stepped back, her eyes wide.

Willow couldn't believe she'd been so stupid. It hit her suddenly, why Angel was staring at her the way he was, why he was acting like a horny teenager. He could smell how aroused she was. 'He knows! Of course he knows, he's a vampire,' she thought.

Angel noticed her distress and wondered what he'd done wrong. "Willow?"

"Sorry." She said, realizing that telling Angel the truth was the only way to get him to leave.

"For what?" Angel asked, confused.

"He says I drive him crazy. He says a lot of things, actually. This just happens. I get worked up and then can't follow through. He -- Spike -- says I'm weak."

Angel had no idea what she was talking about, or what his disrespectful Grandchilde had to do with it. "Willow? Spike thinks you're weak?"

She nodded. "For never following through."

"With what?"

"Desire." Willow answered.

Angel realized then that she knew he could smell her arousal. "Willow..."

"Could you just leave? Please?" she asked, embarrassed, and wanting nothing more than to be alone in her misery.

Angel nodded and walked out the door. He stood across the hall not wanting to go far, hoping she'd invite him back in, even if it was just to talk. He leaned against the wall and listened to her get into her bed. He heard her heartbeat grow steady, sleep clearly finding her quickly, as though she was using it to escape. Angel was about to walk away when he heard her moan.

Telling himself he was merely concerned, he walked back into her room. He looked inside the bedroom and saw Willow asleep on her back. A sheet covered her clearly naked form, her breasts rising and falling with each breath she took.

He stood riveted to the spot. She moaned again and he realized she was dreaming. He watched her lick her lips and his pants got tighter, his own arousal becoming more urgent. He moved closer to the bed and soon found himself sitting beside her, wondering what she was dreaming about. He could still smell her thick arousal and it was driving him crazy. He reached out and traced a finger down Willow's arm. Her eyes popped open and they stared at each other.

"Angel?"

He licked his lips. "You asked me to leave."

She nodded.

"Did you mean it? Did you really want to be alone tonight?"

"Angel..."

"I can smell you, Willow. I know how badly you need release, how badly you need to be touched. How long has it been, Willow?"

She didn't answer.

He moved even closer to her, leaning down, his face right above hers. "How long, Willow?"

Willow understood what he was asking but still did not answer. He traced her lips with a finger. "How long?"

"Since Oz," she whispered.

Angel pulled back the sheet, ignoring her gasp. He looked over her naked body, taking in every curve. He reached out and cupped a breast, his thumb circling her nipple, Willow moaned and arched into his touch. Angel squeezed the mound in his hand. "You mean to tell me that you've not been touched like this for almost a year?"

"I've not had an ... an o-orgasm since Oz." Willow stammered, embarrassed that she was actually telling him.

Willow gasped as Angel suddenly plunged a finger inside her without warning. She hadn't even realized she'd spread her legs. He held his finger still inside her heat and looked into her eyes. "Do you want me to stop, Willow?"

"Don't you dare." Willow said, her need overpowering everything else. "I need this."

Angel grinned and leaned down, taking a breast into his mouth. He sucked on her nipple as he began to thrust his finger inside her. He kissed his way down her body, smiling when she gasped. His erection pressing painfully against his pants, he attacked Willow's heat with his tongue.

"Oh God!" Willow shouted.

Angel chuckled. His tongue worked her clit quickly and Willow held him to her. After just a few minutes, she screamed as she came. Angel lay his head against her thigh and tried to will away his erection, not wanting to push her too far. Willow sat up and pulled Angel to her, her mouth claiming his. Angel groaned into the kiss and thrust his hips against hers. Willow grinned into their kiss and cupped his ass, holding him to her heat, her juices soaking the front of his pants. Angel growled and broke their kiss, his demon close to the surface, he knew he had to have her. "I'm going to fuck you now, Willow."

"Take me, Angel."

Her words drove him past the point of stopping and he stood quickly. Gazing at her hungrily, he pulled off his belt. His pants soon followed and Willow pulled off his shirt. He lay her back on the bed and moved between her legs. She locked her ankles behind his neck and he drove himself home. Giving her no time to adjust to his size, he began slamming into her. Willow screamed and met each of his thrusts. They both came violently and collapsed, spent.

~Part: 3~

Willow awoke, her arm instantly reaching out for Angel. He was gone. Willow felt tears fill her eyes, shame overcoming her. She took a ragged breath as all of the nights events came back to her. She couldn't believe she'd had sex with Angel and then woken up alone. 'Spike was right,' she thought. 'I'll never please anyone.' The tears spilled down her cheeks and she began to sob.

"None of that, now, Willow. There's no need to cry."

Willow looked up and saw Angel standing in the doorway with a tray of food. He smiled at her. "Good morning."

She tried to wipe her tears away and managed a smile. "Good morning."

Angel sat the food down on the bedside table and offered Willow his hand. She accepted and he helped her sit up. Willow groaned as her body protested the movement. Angel couldn't help but grin. "Sore?"

"That's one way of putting it," Willow said. "Are you Angelus?"

Angel shook his head. "No."

Willow hoped that she succeeded in keeping the hurt look off her face. "Oh."

Angel sat down on the bed and handed her some coffee. "Don't sound so disappointed."

Willow's eyes widened as she swallowed the mouthful of coffee. "No, it's not that ... I just ... was I not..."

Angel shook his head. "Willow, no. Don't think that! You were incredible. That was, Willow, there were fireworks."

She blushed. "Yeah?"

Angel smiled. "Yeah."

"I thought so, too," she said, causing Angel's smile to widen.

He reached over and picked up the tray of food and sat it down on the bed. Willow began buttering the toast and Angel picked up his mug of blood and held it. "Willow, can I ask you something?"

She nodded.

"What was that last night?"

Willow bit her lip. "Which part?"

"Why were you so..."

"Aroused? Frustrated? Angry?"

"Yes."

"Well, let's start at the beginning, shall we?"

Angel nodded.

"You sure? It's not going to be pretty, and there will most likely be tears. No one else knows about any of this... I couldn't tell them..."

Angel placed a finger on her lips. "Willow, whatever it is, I'm not going anywhere. Just tell me."

Willow nodded, pausing to sip her coffee, thinking about what she would say. "You know why Oz left?"

"The she-wolf."

Willow nodded. "Yeah. He cheated on me and I caught them. He said it wasn't about me, that it was about him, but in the end, Oz still left and it made me feel like I was the problem-- the reason he cheated being that I wasn't good enough. As the weeks went on it got worse, not better, and I did this spell ... a 'my will be done' spell. Bad things happened."

"Giles told me." Angel said.

"So you know about what happened between Buffy and Spike?"

"They were engaged. At least they thought they were."

"Yeah. Anyway, after I broke the spell, Spike was angry. After a day or two of glaring at me,  he started messing with me. At first it wasn't a big deal. I knew why he was angry ... he really hates Buffy. And then with the chip ... well, I know why he was mad. I tried to ignore him. But then the things he said to me started to make sense. I started to believe them, and they hurt."

Angel struggled to remain calm, the anger he felt for the blond vampire for hurting Willow was making his demon howl. The possessiveness the demon already felt toward the redhead surprising Angel, he asked, "What did he say?"

"That I was worthless, that I would never be able to satisfy a man, that I was a waste of space."

Angel growled, instantly furious at Spike for saying such things to someone as sweet and selfless- and beautiful- as Willow. "You are none of those things."

Willow managed a small smile even though she was reliving painful memories. "Thanks. Moving on ... anytime I would start to get on with my life, Spike was always right there to remind me of what he thought I was worth. He went out of his way to make me feel insecure to the point of making me act like I did back in high school. You remember me then?"

Angel nodded. "You were shy."

Willow laughed a cynical laugh. "At the very least. It was then that the real mind games started. I'd catch Spike staring at me, or following me, all the time. Every time I turned around, he was there. He showed up everywhere I was. Campus parties, studying with friends, it didn't matter; he was always there."

"Didn't Buffy notice? Xander?" Angel asked.

"They haven't said anything, and I can't say anything to them. If they notice it at all, I guess they think we're friends, or something."

Angel was silent then, contemplating what Willow was saying. After a minute he spoke again, his voice soft. "Have you encouraged Spike, Willow?"

She blushed then. "I don't mean to. It just happens, my body just responds. That part started with dancing ... I love to dance and Spike used that to get to me. He'd pull me out to the dance floor at the Bronze and ... well, lets just say that it wasn't so much dancing as foreplay. The things he'd do to me ... the way he would make me feel ... Angel, there were times I was sure he was going to take me, right there on the dance floor."

Willow paused. She looked at the coffee in her cup, remembering how Spike's games of torment had begun. "At first he'd just walk away like he did after I'd seen him all the other times. You know, he'd walk away after we'd danced. But after a while, when the song was over, he'd follow me when I went up to the bar or to the rest room. He started seducing me, touching me..."

Angel, unable to take anymore, placed a hand on her arm. Willow looked up and saw the turmoil, the anger, in his eyes. She tried to smile as Angel stroked her arm. "Do you want me to stop?" she asked.

Angel shook his head. "I just need a break for a minute. This makes me very angry, Willow. I'm struggling with my demon. He's always liked you, and right now he wants me to, um, claim you- to make sure Spike knows you're mine and that he is not to mess with you again. What Spike's done to you, Willow, it stirs up some pretty powerful emotions and I wasn't exactly prepared to deal with any of them ... and I have a feeling it gets worse. I need to calm down a bit before you tell me anymore."

"Your demon has always liked me?" Willow asked, shocked.

Angel nodded. "Why do you think Angelus went after you first?"

Her eyes wide, Willow decided to change the subject back to the matter at hand. "I'll eat then, so you can ... um ... calm down."

Angel just nodded, and they sat in silence while Willow ate the breakfast Angel had prepared for her. She swallowed the last of her coffee and looked at Angel. He was staring at the mug of blood in front of him, clearly hungry. Willow touched his arm and nodded to his breakfast. "You should eat, too."

Angel hesitated and Willow realized that he didn't want to feed in front of her. "I'll just go wash up," she said getting off the bed.

He smiled at her as she walked into the bathroom. Looking once more at the mug of blood, he tilted it back and drank it quickly.

***

Willow walked out of the bathroom, blushing. Angel had just finished making the bed when he noticed her. He sat down on the bed and smirked. "Something wrong, Willow?"

Her blush deepened as she hurried to the closet. "I'm naked."

Angel chuckled. "You have been for quite some time now."

"I realize that <i>now</i>, Angel. You could have said something, you know."

"Thought you knew. Why didn't you know?"

Willow shrugged and pulled a t-shirt on over the boxers she'd found on the floor. "I was comfortable."

Angel grinned. "My boxers look good on you."

Willow blushed again and sat down beside him on the bed. Angel snaked an arm around her. "Forgot to do something this morning."

"What?" she asked.

"This."

Angel's lips descended on hers and he pulled her closer. Willow wrapped her arms around him and welcomed his kiss. Reluctantly they pulled away. "That was nice." Willow said.

"Yes, it was."

"I should finish my story."

Angel nodded.

"Okay ... we got to Spike touching me, right?"

Angel nodded. "Yes."

"It was always above my clothes ... my breasts or um..."

"I get the picture." Angel said.

Willow blushed yet again. "Right. He was really good at turning me on, making me want him. I hated the fact that he could do that to me. Anyway, all the while he was touching me he kept up the talking thing. He would tell me I could never satisfy him, that I was a ... that because of the way I reacted to him..." Willow's voice trailed off, tears falling from her eyes.

Angel stroked her face. "It's okay, Willow. I think I know what he said."

Willow refused to look at him, her body shaking with sobs. "It's true, isn't it? I'm a whore. A slut."

"No," Angel said firmly, taking her into his arms. "No, you are not."

Willow pulled away from Angel and got off the bed. "How can you say that? How can that be true after what I did last night? What we did?"

"You are not a whore, Willow," Angel said. "You are a beautiful woman who has been manipulated by my bastard of a Childe. Spike has used your pain to make himself feel better. He works you up with his actions, then tears you down with his words. What we did last night..."

"Was sex." Willow said, sullenly.

Angel sighed. "What we did last night was natural, Willow."

"Oh, really?"

"Yes," Angel said. "You were turned on. I knew that as soon as you walked in last night. And the way you looked ... your anger, your passion, Willow that turned me on. And I wanted you."

"Yeah, right."

Angel glared at her. "How the hell can you say that? Do you not realize how hard it was for me to not join you in the shower, to take you right there? How I had to force myself to leave when you asked me to? To leave you so frustrated ... Willow it was physically painful for me."

Willow stared at him. "Well, you came back after a while."

Angel got up and walked over to her. "Yes, I did."

"Why?" Willow asked.

"Because I wanted to. I wanted you."

"You wouldn't if you knew."

Angel closed his eyes, afraid she was going to tell him she'd slept with Spike. "Knew what?"

"What I did, what I do..."

He took her arm and led her back to the bed. "Willow, nothing you tell me is going to make any difference."

She shook her head. "You don't know."

"So tell me."

She took a deep breath and nervously began to speak. "I find guys and do what he does to me... I lead them on, turn them on, then never follow through. Last night was an example."

Angel wanted to scream at her for being so reckless with herself. Knowing that any one of those men could hurt her made his demon want to kill something. Kill them-- the ones who dared look at his Willow. It took him a minute to grasp the fact that he, not only the demon, considered Willow his. He looked at her and found her staring at him with sad, hurt eyes. Realizing that she was waiting on his support, he reached out and cupped her face. "I still want you, Willow."

Once again hot tears slipped down Willow's face. "Even now? Even after I've told you what I do? What I let Spike do to me? How could you possibly still want me? What could you possibly think of me now?"

Angel pulled her into his arms, her tears pulling him out of his anger, making him want to comfort her- to need to comfort her. "I think, Willow, that you are an incredible, passionate, beautiful woman who has been hurt so deeply you've forgotten what it feels like to be loved."

His lips captured hers in a tender kiss. "I think that you deserve a hell of a lot better than what you've gotten."

He kissed her again. "You deserve better than me. Let me love you anyway, Willow. Let me show you how good you can feel, how good you can make me feel."

This time when he moved to kiss her, Willow met him halfway. They kissed with passion, their tongues dancing. Angel pulled her down onto the mattress and trailed kisses over her face, her neck, her collarbone. Willow's hands ran over the bare skin of his back sending shivers down his spine. He slipped a hand under her shirt and traced a line up to her breasts. Willow moaned and then surprised them both by pulling away.

"Angel, I know it didn't happen last night, but I think we'll be pushing it now ... your soul."

He smiled. "It's safe, Willow. My soul is permanent."

Her eyes widened. "What? How?"

"It's a gift from the Powers That Be."

"Really? That's fantastic! What happened?" Willow asked, excited.

He reached out and pulled her back to him, kissing her again. "Can I tell you about it later?" he asked. "I want to do other things right now."

"What kind of things?" she asked, his voice causing her to shiver.

"Things like this..." Angel said as he pulled her shirt over her head and captured a breast in his mouth.

Willow moaned. The smell of her arousal filled the air and Angel bit back a groan. "Things like this..." he murmured as he lowered his boxers over her hips.

He slipped a finger in between her folds and couldn't stop the groan that escaped him. "Oh god, Willow, you're so wet ... so responsive."

Willow whimpered as he began to tease her clit. "Angel..." she managed. "I want to ... you're wearing too much."

Angel grinned and stood to remove his pants. Willow gasped as his erection came into view. She looked at him and grinned.

"What?" he asked.

"Come here."

Angel walked towards her and smiled as she kissed him. He gasped when her hand circled his hard cock and began to stroke him. Never breaking the kiss he slipped a finger inside her, and Willow moaned into the kiss. Angel broke away to let her breathe and tried in vain to get some control over himself. "Willow, I need..."

"Make love to me, Angel," Willow said softly. "Please?"

Like they had the night before, Willow's words hit Angel hard, making him want to do just as she asked, wanting to fulfill her every wish. He lay her back and kissed her gently. He caressed her tender breasts making her whimper softly. He teased her clit with his other hand for a moment before lining his cock up with her entrance. He slid into her slowly, his eyes never leaving hers. "You're so beautiful, Willow."

"You feel so good," she whispered as he started to thrust into her. "Don't stop."

"I'm not going to, Willow," he said as his lips captured hers once more.

They made love slowly, passionately for what felt like hours, and in each others arms they found complete satisfaction.

***

Angel held Willow in his arms and told her about his soul. "They told me that they decided that I was much more likely to stay on their side if I could be happy. They just said that it was done and my soul became permanent. I can't lose it ever again."

"That's wonderful, Angel," Willow said softly, calling attention to her tears. "You can be with Buffy now."

Angel sighed. "No, Willow. Even if I wanted to be with Buffy, it would never work out. I'm a vampire. She's the slayer. There's too much between us, too much pain. It would never work out."

"But..."

Angel shook his head and squeezed her hand. "I've given this a lot of thought. It's for the best."

"And us?" she asked softly.

"I don't know. We'll have to wait and see. What do you want?"

Willow sighed. "I don't know." She answered honestly.

They lay in silence for a while, enjoying each others company. Willow found herself smiling a real smile for the first time in months. "Thank you, Angel." She said suddenly.

"For what?" he asked.

"You've made me feel better, special."

"You are special, Willow."

She was about to say something else when someone knocked on the door. "Willow?"

"Cordelia?" Willow called.

"Yeah. Are you all right?"

"I'm fine, why?"

Angel and Willow were already getting dressed. They moved quickly and left the bedroom, closing the door. Willow moved into the bathroom and heard Angel let Cordelia in.

"Angel?" Cordelia asked, surprised.

"Hey."

"What's going on?"

Willow took a deep breath and walked out of the bathroom. "Hi, Cordelia."

Cordelia looked from Willow's flushed appearance to Angel's rumpled clothes. "Oh, my god."

Angel rolled his eyes when Willow blushed. "We'll be down soon, Cordelia."

His Seer nodded and left the room in a daze. Angel walked over to Willow and kissed her hard. "I want you to know this now: I am not ashamed of anything we have done and you shouldn't be either. You are beautiful, I care for you a lot, and I don't care who knows it. Hell, Willow, I <i>want</i> everyone to know it."

"Okay." Willow said, smiling happily.

Angel smiled. "I don't know what's going on between us... I can't give it a name. But, I do know that I want it to continue to develop. And I don't want to hide it."

Willow grinned. "Okay," she said again, pulling him in for another kiss.

Angel groaned as her tongue teased his. Slowly he pulled away. "We should go downstairs. Cordelia will snap out of her stupor soon and she'll be demanding answers."

Willow nodded. "So long as we don't have to give her details."

Angel laughed, and together they left Willow's room.

***

Cordelia was sitting on a couch in the lobby, alone.

"Where are Wesley and Gunn?" Angel asked as he and Willow walked into the room.

The Seer looked up. "They went for take-out."

Angel nodded as Willow sat down next to Cordelia. Angel stood across from them. "Go ahead and ask, Cordy, I wouldn't want you to explode."

Cordelia blushed, which was something Willow had rarely seen her do before. "Um ... okay. How did this happen? I mean, it's just so sudden."

"It just happened, Cordelia." Willow answered instead of Angel, which surprised everyone.

"That's it?" Cordelia asked. "It's just one of those things?"

Angel took Willow's hand. "We don't regret it, Cordelia."

The brunette nodded. "Good, because you shouldn't. So, are you two dating now?"

Willow looked at Angel and shrugged. "We haven't decided yet."

"We'll have to let you know." Angel added.

Cordelia stared at them for a minute before grinning. "Okay."

Angel gaped at her. "That's all you're going to say?"

Cordelia nodded. "Yeah. You two look happy, and that's nice to see."

"Thanks, Cordelia!" Willow said with a smile.

The Seer looked down at her hands. "Willow, about the way I've been acting ... I'm sorry-"

"It's okay, Cordy. Forget it." Willow interrupted.

Cordelia bit her bottom lip. "You sure?"

"Yeah. Make it up to me by taking me shopping. Angel's asked me to dinner tonight."

"And I've promised to show up this time."

Cordelia smirked. "Well, that would be polite. Where are you taking her?"

"I thought we'd go to Enrique's for dinner, then maybe swing by Caritas."

Cordelia grimaced. "Will, under no circumstances are you to allow Angel to sing."

The redhead looked confused, but nodded. "Okay. So, will you take me to the mall?"

"Of course! I couldn't let you go alone ... there's no telling what you'd come home with, last night's surprising taste in shoes aside. You are still Willow Rosenberg." Cordelia said. "You'll need a new dress, accessories, oh, and more shoes!"

Willow laughed, choosing to ignore Cordelia's slight insult about her taste in clothes. "Exactly what I was thinking!"

They talked for a few more minutes before Angel decided to get to work. He grabbed Willow and dragged her into his office. "She'll be right back," Angel said as he closed the door.

"Angel?" Willow asked. "What-"

Angel silenced her question with his lips. Willow moaned into the kiss and immediately deepened it. Angel backed her up until the backs of her legs touched his desk. Without breaking the kiss, he lifted her onto the desk and she wrapped her legs around his waist, pulling him closer. Willow did her best to breathe through her nose, and ran her fingers through his hair. Angel broke away, finally, and crushed her to him. "You realize I want to throw you down on this desk and take you right here, right? That if she'd not interrupted us I'd still be upstairs in your bed?"

Willow grinned against his chest. "The thought had crossed my mind."

Angel kissed the top of her head. "You should go get ready to go shopping."

She nodded. "And you should get some work done."

Willow leaned up and kissed Angel again. "We'll leave for dinner at seven?"

"Yeah," Angel said, claiming her lips once more.

"And you'll be there this time?"

Angel grinned and kissed her again. "Should I wear a bell so you can hear me coming?"

Willow laughed. "I don't think you need to go that far, just be there."

"You are so beautiful when you laugh." Angel said suddenly.

"Really?" Willow asked, smiling brightly.

"Really."

"Kiss me again."

Angel lowered his head and captured her upturned lips. Willow returned his kiss with passion, her tongue darting out, meeting his. He wrapped his arms around her, pulling her close. Willow's hands were in his hair, and neither of them heard Gunn knock on the door. Angel's hands snuck up Willow's shirt, caressing her back, her bottom lip between his blunt teeth. Gunn cleared his throat, and Angel broke the kiss, turning towards the sound. Willow looked away, her blush spreading fast.

"Gunn." Angel said, carefully removing his hands out from under Willow's shirt.

"Angel, Willow."

"What's up?" Angel asked, soothing Willow's embarrassment by rubbing circles on her back.

"We got a lead on the Madison case."

"That's the missing jewelry, right?"

Gunn nodded. "Yeah, and this tip seems solid ... we should check it out."

"Sure." Angel said.

Angel lifted Willow's face and kissed her gently. "Have fun with Cordelia. I'll see you at seven."

"Okay." Willow said, kissing him quickly before hopping off his desk. "Be careful."

"Always."

Willow smiled and left the room, still blushing. Gunn looked at Angel and grinned. Angel rolled his eyes. "What?"

"Nothing, man. Nothing at all." Gunn said, the grin still on his face.

"She's something, isn't she?" Angel asked.

"Gorgeous is what she is."

"Yeah, she is."

~Part: 4~

Willow grinned at Cordelia. "And, if you want to really feel like a queen, put jasmine oil in your bath water. The smell triggers your inner diva and just totally relaxes you."

Cordelia laughed. "I still can't believe you're the same Willow Rosenberg I went to school with."

"And I can't believe I'm sharing beauty and aromatherapy tips with Queen C."

They had chosen to avoid painful subjects, like why Willow's reception had been so cold earlier in the week; choosing instead to find neutral ground. After being at the mall for two hours and finding several possible outfits for Willow's date, they were sitting in the food court sipping sodas and munching on pretzels, discussing life after high school.

"So, you and Angel..." Cordelia said, her voice questioning.

"Yeah," Willow answered. "I think I'm still in shock."

"How did it happen?"

Willow arched her eyebrows. "Well, he came up to my room last night after I got back, we argued, he left, then he came back and things just sort of happened."

"Wow."

"No kidding."

"Are you okay?" Cordelia asked. "I mean, last night you seemed so angry."

Willow sighed. "I was."

"At Angel for not showing up for dinner? At us for not, you know, welcoming you?"

Willow nodded. "Yeah. But there are other things, too."

"Other things?"

"Things haven't been pleasant for me in Sunnydale lately, and last night brought all of my emotions to the surface."

"Do you want to talk about it?"

"Maybe later. Right now, though, we should go find me some shoes."

Taking the hint, Cordelia grinned. "I know just where to go. Come on."

***

They stood in Willow's bathroom, Cordelia putting the finishing touches on Willow's make-up. Her red hair set in spiraling curls pinned back from her face, the redhead looked beautiful. She wore olive colored leather pants and a white sleeveless shirt that had a silver sequined butterfly on the front. Cordelia dabbed a tissue at the corner of Willow's lips and smiled. "You look great. Angel will love it."

"Why am I so nervous?" Willow asked.

Cordelia shot her a look. "Well, gee, let me think..." the Seer teased. "You're about to go on a date with one of the most handsome men that I've ever laid eyes on?"

"Oh yeah."

Cordelia laughed. "Calm down, Willow. I mean, you already know that Angel likes you ... tonight will be fun."

"I'm trying, and I know it'll be fun. I do have a question, though. What exactly is a Car Toss?"

"Huh?" Cordelia asked before she put two and two together. "Oh! You mean Caritas. It's a demon karaoke bar."

"A demon karaoke bar? As in there are going to be demons belting out tunes like <I've Got You, Babe</i>"

"And then some. It's a bit hard on the ears at times, but I love it there. And the Host, the demon who runs the place, is awesome. You'll have fun, trust me."

Willow nodded. "Okay. Actually, that sounds pretty cool. The guys back home will get a kick out of the story, I can already tell. Especially Dawn."

"Dawn?" Cordelia asked.

Willow looked at the Seer funny. "Yeah. Dawn. You know, Buffy's little sister?"

Cordelia stared at Willow in confusion for a minute before blinking, recognition seeming to hit her suddenly. "Oh! Right, Dawn Summers. She's what 13 now?"

"Yeah," Willow said softly. "Almost 14."

Cordelia nodded and went back to checking over Willow's hair one last time. Willow closed her eyes and tried not to wonder why Cordelia didn't seem remember who Dawn was at first. 'It's nothing,' she thought. 'Cordelia has never been observant. And it's not like she and Buffy hung out much! She and Dawn rarely ever crossed paths. That's all. It's nothing. Don't think about the spell. Forget about the spell.'

"You okay?" Cordelia asked.

"Yeah, it's just my nerves," Willow covered. "Do I look all right?"

"You're kidding right?"

"No. Do I look all right?"

"Rosenberg, I picked out your clothes. I did your make-up and your hair. You look incredible."

Willow blushed. "Really?"

"Of course."

Willow gazed at herself in the mirror and silently chastised herself for automatically wondering what Spike would have to say about her outfit. 'You know what he'd say,' she thought. 'He'd tell me in no uncertain terms that I look like a slut.'

"Hey," Cordelia said, tapping Willow on the shoulder. "Where'd you just go?"

Willow shook herself out of her thoughts. "Um, no where. Sorry for zoning out."

The witch could tell that Cordelia knew that there was something else going on, and was relived when the other girl let the subject drop. Cordelia reached over to the counter and picked up a spray bottle of fragrance that Willow had mixed for herself. She sniffed the contents and smiled. "This is perfect."

"Lavender, rose, and a little bit of gardenia."

"It smells like a really great bouquet of flowers."

Willow smiled. "That was my intention."

Cordelia misted Willow with the mixture and smiled. "There, you're done."

"Thank you."

The Seer's smile deepened. "You're welcome. Pay me back with details tomorrow."

Willow giggled. "Okay."

Cordelia looked at her watch. "Oh! I've got a potential client coming in five minutes, a friend of a friend of Wesley's, apparently. Gunn talked to them earlier over the phone. I better get downstairs. You've got thirty minutes yet, sit down and relax. Angel will be up to get you soon."

Willow smiled and thanked Cordelia again as the brunette rushed out of the room. Looking at herself in the mirror once more, she decided to push aside all negative thoughts and focus on what was right in front of her. And at the moment, what was right in front of her was a night out in LA with Angel. Nodding silently to herself, Willow walked out into the sitting room and sat down on the couch, fully intending to do just as Cordelia had suggested. She was going to relax.

***

It was 7:15 when Willow decided that even if Angel was just running late, he would have to 'pick her up' downstairs. She refused to wait for him alone in her room any longer. 'And,' she decided. 'If he's gone and stood me up again, he will not be able to kiss his way out of it this time.'

She was halfway down the stairs when she heard the first sounds of the fight. It sounded like hell had broken loose in the lobby and Willow wondered how she'd managed to miss the noise from her room. She hurried towards the lobby and came to a grinding halt when she saw the scene unfolding before her. Cordelia was being held by the throat by a very angry looking demon, and Angel, Wesley, and Gunn were all being held off by what looked like 15 minion vampires. 'Vampire's and Demon's working together?' Willow thought. 'Why does that seem familiar?'

She tossed her thoughts aside and let the shields surrounding her magic drop. She'd not been practicing much since arriving in LA, and she knew that she would need to let all of her power out in order to do what she was about to do without hurting Angel. At the onslaught of her magic, every vampire and the demon holding Cordelia turned toward Willow. The redheaded witch regarded them all slowly, a small smile playing on her lips. "Was I not invited to this party?" she asked cheekily.

"Get her," the demon growled and several of the minions began to rush Willow.

The witch held up one hand, holding them all in place, and concentrated hard on the auras of the offending vampires. She carefully pinpointed Angel's personal signature and separated him from the group, throwing him against a wall with her mind. Gathering her power and thrusting it outward, Willow said, "Incender."

A ball of fire exploded from her hands and hit each minion individually, causing all of them to turn to dust. Breathing deeply in order to stay upright after such a draining spell, Willow turned to the demon who still held Cordelia. "Let her go," she calmly demanded.

"Indeed," Wesley added as he and Gunn surrounded the demon.

Wesley jerked Cordelia away from the demon's clutches and Gunn quickly decapitated it. Angel had regained his wits by this point and joined his employees. After the three men assured themselves that Cordelia was not hurt, four sets of eyes shot to Willow. The redhead's eyes were closed and she was clearly breathing very deeply, taking in all the air she could. "Willow?" Cordelia asked as the witch began to sway slightly.

Willow did not respond, she simply allowed her legs to give out and plopped down onto the floor, hard. Everyone was at her side in an instant, calling her name. Angel was clearly distraught and placed both of his hands on her shoulders, shaking her slightly. "Willow?" he asked.

"Give me a minute."

The four of them backed off and watched as Willow continued to breathe deeply for several minutes, her eyes closed. Once he realized what she was doing, Wesley calmed down and tried to reassure the others that the redhead would be fine, that she was merely centering herself. When Willow finally opened her eyes, she found all four of the others staring intently at her. "Hi," she said, waving a little.

"Girl, I don't know about the others, but I gotta say," Gunn began. "Damn, that kicked ass!"

Cordelia laughed then. "And the look on Angel's face was priceless when you threw him across the room."

"Oh, I don't know, Cordelia," Wesley added. "I rather thought the more impressive look came from Angel when he saw all of those vampires turn to dust."

Angel grinned sheepishly as he remembered that particular shock. "Yeah, well," he said. "It's not everyday a vampire finds out that his girlfriend can kill him with just a word."

Willow's eyes widened. 'Did he just call me his girlfriend?' she thought.

Wesley stared at his boss confused for a moment before turning back to Willow. "Are you all right now?"

Willow nodded her head. "Yeah. I'm okay."

"That was quite the spell, are you certain that you allowed yourself enough recovery time?"

Willow smiled at Wesley's concern. "I'm fine, all centered and well, thanks. I actually work that spell quite often with Buffy back home. It just took a bit more energy than usual because I had to separate Angel from those others. I think I ruined my outfit, though."

The men stared at her and Cordelia immediately jumped up and helped Willow off the floor, examining her outfit as they went. The Seer arched a perfectly shaped eyebrow at the witch. "And how, exactly, did you do that?"

Cordelia's question confirmed that Willow's pants had in fact split at the knees. She blushed. "Well, I sat down really hard and I was moving pretty fast ... and these pants are rather tight."

By the looks on the men's faces, it was obvious that they were just now noticing that Willow was dressed to go out. Angel's eyes were wide as they roamed freely over Willow's body. Gunn and Wesley both stared at her, a bit open mouthed. Cordelia just grinned, the men confirming what she had realized earlier ... Willow was hot.

"Do you still want to go out?" Willow asked Angel, pulling the vampire out of his lust induced stupor.

"If you're up to it, I don't see why we shouldn't."

Willow smiled. "Okay. I'll just go change. And considering the fact that you have blood on that shirt, I think you should too, 'cause yuck..."

Cordelia laughed and grabbed Willow's hand. Together they walked up the stairs, their chatter filtering back to the men. Gunn looked at Angel and smirked. "Damn lucky, that's all I'm saying."

Angel nodded. "No kidding."

"Yes," Wesley added. "And when exactly did the two of you begin dating? And where was I when it happened?"

***

Cordelia looked at Willow once more and nodded. "This will work. You look just as good as before, and probably even better."

"You sure?"

"Absolutely. I'm going to go back downstairs now and yell at Gunn and Wesley for bringing those guys in here. I can't believe they did that! I mean, granted, they didn't know they were evil, but still! You do not invite evil people into your place of business. Even if they said they were potential clients. We should have an evil detector on the door ... like a metal detector, only better."

Willow couldn't help but grin as the ranting Seer left the room in a huff, her voice carrying as she walked down the hall. She felt sorry for Gunn and Wesley, though. Cordelia was on the warpath. Willow looked in the mirror once more, biting her lip. She only hoped that Cordelia was right about the new outfit. It was not something Willow would normally wear, and it left her feeling quite exposed. Her thoughts were interrupted when Angel knocked on her door. He didn't wait for an invitation and came right in. "Willow?"

"I'll be right out," she called from the bathroom.

He was waiting for her right outside of the door. He had been about to say something, but the words died on his lips as he took in the sight of his date. His eyes widened and his mouth dropped open. Willow began to grow nervous under his gaze and shifted slightly. "Do I not look all right?"

Angel blinked, pulling himself out of his thoughts. "Are you insane?"

Willow blushed. "Well, you're staring at me..."

Angel nodded. "Yeah, because you look amazing. That dress..."

Willow looked down at the dress Cordelia had chosen for her. It fell slightly above her knee in a jagged hem. It was a vibrant emerald green and was made out of peachskin silk. She and Cordelia had found it in the very back of a tiny shop during their shopping excursion. Willow had fallen in love with it right away and had quickly agreed when Cordelia insisted on buying it. "You like it?"

"More than words can say. Willow, you look beautiful."

Willow blushed. "Really?"

"Yeah, really."

"Thank you."

Angel gazed at her and slowly began advancing toward her, backing them up against a wall. "I should be the one thanking you. You saved us down there."

Willow grinned. "Yeah, well, you needed help."

Angel smirked at her and leaned his face down brushing her lips with his. "Yeah, I guess we did."

Willow leaned even further into him and kissed him boldly on the mouth. Angel groaned immediately and pulled Willow to him, pressing her up against his erection. Willow broke the kiss and stared at him wide-eyed. Angel smirked once more and thrust his hips into hers, letting her feel his arousal again. "Do you," he asked. "Have any idea how much it turned me on when you took charge down there? What feelings went through me when I felt your power? It was amazing, Willow. You are amazing. Do you realize how much I wanted to throw you over my shoulder and take you to my bed as soon as I knew you were okay? How much I still want to do that now?"

Willow licked her lips. "You liked that, what I did down there, did you?"

Angel growled and pinned her up against the wall. "You have no idea," he said as his lips crashed down upon hers.

Willow kissed him back passionately, the adrenaline from the spell effecting her as well. She moaned when Angel cupped her breasts through her dress and squeezed. Her tongue battled his for dominance and it was all she could do not to throw him down on the floor and take him right there, all thoughts of going out fleeing her mind. Angel too, must have been thinking the same thing because he tugged her dress up around her waist and slid his hand up her thigh. "Oh, God. Willow..." he exclaimed when he realized she wasn't wearing any panties.

He slid a finger into her, causing her to gasp. "So wet..." he murmured.

Willow's hands shot out and she deftly pulled at his belt and pants, causing them to slip to the floor. Grasping his erection in her hand, Willow stroked him once, then twice, before feeling Angel lifting her into his arms. He carried her to the couch and placed her on her back. She spread her legs and he positioned himself above her momentarily before sheathing himself inside her tight wetness. It was passionate and hard, and both of them came quickly.

They lay together, clinging to each other tightly as the last waves of their love making left their shuddering bodies. Willow kissed him gently then, reminding him that he had intended on romancing her instead of just taking her to bed. "We were supposed to go out," he said.

"We still can."

"You want to?"

"If you do."

"I do."

"Where could we go?"

"I know a few places."

Willow smiled up at him. "Okay. But I need to change again."

Angel laughed then, and Willow couldn't help but join in.

~Part: 5~

Willow and Angel walked calmly down the stairs an hour later and tried not to laugh at the blush that spread across Cordelia's face. "Told you she'd notice." Willow said.

Angel shrugged. "This dress isn't that different from the last one."

Willow laughed. "Angel, this dress is black. The one before was green."

Wesley and Gunn noticed them then and Gunn let out an appreciative whistle. "Ya'll look great!"

"Indeed," Wesley added. "Where are you going?"

Cordelia, who had finally recovered from her shocked embarrassment, came over and snatched Willow away from Angel. "We'll be right back."

Angel tried not to laugh as Cordelia pulled Willow into his office and shut the door. Gunn and Wesley stared after them, confused. "What was that about?" Wesley asked.

"That's not the dress Willow had on when Cordelia last saw her."

"She changed again?" Gunn asked.

Angel smirked.

"Oh," Wesley said, blushing slightly. "She changed again."

"Dawg," Gunn said as Angel's smirk grew. "Where are you taking her, anyway?"

"I called in a few favors. We're going to go eat at a little Mexican place that a few old friends run. Then we're going to Harbor."

"The demon dance club?" Wesley asked, surprised.

Angel nodded. "She likes to dance."

"Demon's have dance clubs?" Gunn asked.

"Quite a few, actually," Wesley informed him.

"Weird."

***

Angel walked with his hand in Willow's. The waiter led them to a secluded table for two, smiling as he sat them. "Shall I bring you some wine to start? Sangria, perhaps?"

"That would be fine," Angel said.

Willow grinned as the waiter left them alone. "This place is beautiful!"

"A few friends of mine run it. They actually lived in Mexico for many years."

"Really? So then, the food's going to be great, huh?"

Angel smiled. "Probably. I don't know, I've never eaten here before."

Willow laughed. "Is that a vampire thing?"

"Yeah," Angel said. "Not much need to eat, um, food."

Willow was quiet for a few minutes, regarding Angel slowly. The vampire grew uncomfortable under her gaze and finally sighed. "What?" he asked.

"You don't need to pretend with me, you know," she said. "I know what you are, I know what you eat, and I really have no problem with it."

Angel stared at her. "You don't know what you're saying."

"Don't I?"

"Willow-"

She shook her head, cutting him off. "No, Angel. I know what I'm saying. Do you honestly think that I don't know what you're afraid of?"

"And what, Witch, am I afraid of?" he asked.

"Scaring me," Willow stated.

Angel nodded. "Exactly. If I show you my demon, I would scare you."

Willow fought the urge to laugh. "No, you wouldn't. Angel, I've met your demon, and don't you forget it. Angelus and I got up close and personal that night in the school hallway, remember? Your demon held me by the throat, got turned on by my fear, and would have killed me in a heartbeat. Seeing you drink some blood, that's not going to scare me."

Angel hung his head. "I'm sorry-"

"Don't be. It happened a long time ago. And besides, I'm glad it happened. If it hadn't, I would have never been able to separate you from Angelus. And that, combined with my trusting nature, would have gotten me killed."

"You're a smart girl, Willow."

"I know."

The waiter was back then, baring their wine. Willow noticed right away that he had two bottles with him. One was clearly Sangria, the fruit shining through the wine. The other bottle contained what Willow assumed was blood. She smiled. "Thank you," she said as the waiter poured her a glass.

"You're welcome. Have you decided what to order?"

Willow looked at Angel. "Um, I haven't. Angel?"

"Give us a few more minutes."

The waiter nodded. "Of course. Shall I leave this with you?"

Angel regarded the bottle of bloodwine carefully before nodding. "Yes, please."

After the waiter had walked away, Angel looked at Willow and motioned to his bottle. "You're sure?"

Willow nodded. "Yes, Angel, I'm sure, it's who you are. I refuse to change that, or even to attempt to."

Angel said nothing as he poured himself a glass. Willow watched as he tasted the liquid. The vampire's eyes flashed golden as he appreciated the blood. Their eyes met over the rim of the glass, and she smiled slightly. Angel licked his lips. "So," he said, lowering the glass. "That night at the school, you knew your fear turned Angelus on?"

Willow laughed and picked up her menu. "Oh, be serious, Angel. His erection was pressed into my ass the entire time he was holding me. I was a virgin, not ignorant."

His eyes did not leave hers. "You were scared, I remember that. But, I was a bit distracted by everything else that was going on to know what else you were feeling while I was holding you."

Willow tilted her head to the side. "You remember?"

Angel realized then that he had slipped and referred to himself and Angelus as being one and the same. His eyes still not leaving Willow's, he nodded. "Yes."

"Do you remember being turned on?"

"Of course."

"Tell me, Angel, was it me who turned you on or was it the idea of screwing with Buffy's mind?"

He slid his hand across the table, his fingers stroking Willow's forearm. "It was you, your fear and innocence. Don't doubt that."

"Well, that's good to know."

Angel waited patiently for her to continue. She didn't. He watched in muted confusion as she signaled for the waiter instead. The man approached the table with a smile. "Have you made your decision?" he asked.

Willow nodded. "I'll have the chicken enchiladas with rice instead of potatoes. And could you please have the chef not put any green onions on top of the enchiladas? I'm not a big fan of onions. Oh, and no guacamole, please."

The waiter smiled. "Of course, that won't be a problem at all. Anything else?"

"Not right now." Willow said.

The waiter nodded, smiled once more and left the table. Angel glared at Willow. "What?" she asked.

"Finish your thought."

"What thought?"

"Willow..."

She smiled. "Oh, fine. It's good to know that you were turned on by me and nothing else, because you turned me on too."

"I did?" Angel asked, surprised.

"Yeah, you did. I honestly think that had you gotten me out of that school and had given me the chance ... well, I would have done anything you told me to. That's how turned on I was."

Angel sat and stared at her, shocked. "I didn't know."

"You couldn't smell my arousal?"

Angel shook his head. "Was distracted."

His voice was distant and it was clear to Willow that Angel was suddenly lost in thought. "Where are you?" she asked, touching his arm lightly.

"What?"

She grinned. "You're off somewhere in your thoughts. Is it a nice place?"

"Oh yeah."

"Angel?"

He snapped himself out of his thoughts then, remembering where they were. "Sorry. Got lost in a bit of a ... nevermind."

"Fantasy?" Willow asked, her eyes sparkling.

"Well, yeah."

"About me?"

"Of the things that could have happened that night."

"Oh. Well then, no harm done."

He grinned at her then. "Have you ever thought about it? What could have happened that night?"

Willow met his eyes. "I dreamt about the possibilities for months afterward."

"Really?"

"Really."

Angel raised his glass. "To what could have been."

"And to second chances," Willow added as they both drank.

They stared at each other until the waiter came with Willow's food, neither of them wanting to break the lust-heavy silence that had descended upon them. Willow enjoyed a pleasant dinner, her food as excellent as she'd predicted. She finished with a satisfied sigh and Angel smiled. "Good?" he asked.

"Very."

"You have room for dessert?"

"Always."

"Always?"

"Never doubt it ... I love dessert. Any kind of dessert."

Angel smiled and nodded at their waiter. He approached with a tray full of dessert selections. Willow quickly chose the key lime pie, deciding it would be wonderful at combating the heavy taste of the Mexican spices in her mouth. Angel took the pie from the waiter and moved closer to Willow "You seem to be stealing my pie, Angel." Willow teased.

"I'm not."

Willow's eyes widened as he scooped a forkful of the pie, careful not to crush the crust, and lifted it to her mouth. She licked her lips and moved forward, taking the bite he offered. Once again, their eyes never left each other as he fed her the pie, and by the time the last bite passed her lips, all Willow wanted to do was kiss Angel senseless.

Anticipating her need, Angel leaned his head down and captured her lips under his. She deepened the kiss instantly and they both moaned. Their arousal strong, almost overwhelming them, they quickly found themselves lost in the moment. Realizing where they were at the same time, they both pulled away and looked around. Seeing that no one seemed to notice their little show, they turned back to each other and grinned. "Wouldn't want to make a scene," Willow said, justifying why they'd stopped kissing.

Angel nodded. "As much as I want you, you're right. I don't think the other customers would appreciate me taking you on top of this table."

Willow giggled. "Probably not."

Angel quickly called for the check and paid the bill, leaving a hefty tip as they left. Angel wrapped an arm around her and pulled his date close to him as they walked back to the car. "Having fun, Willow?" he asked.

"Very much," she answered. "Where to now?"

"You up for some dancing?"

"Always."

"Then I know the perfect place."

***

Angel and Willow got out of the car and he reluctantly handed his keys over to the valet. Angel growled slightly as the young driver got behind the wheel of his car. "Angel, stop it." Willow said, slapping lightly at the vampire's arm.

Angel shrugged his shoulders. "I love that car."

Willow laughed. "Yeah, well, it's a great car."

They walked hand in hand up to the door of the club. The doorman, Willow noticed, seemed to recognize Angel and didn't even attempt to stop them from entering the building. He held the door open for them, in fact. Willow smiled brightly at the man as they passed and he rewarded her with a smile of his own. Angel rolled his eyes. "You're too nice for your own good, you know that, right?" he asked her.

Willow just grinned. "I'm friendly. There's nothing wrong with that ... oh Goddess..." her voice trailed off as she took in the club's interior.

"It's something, isn't it?"

She could only nod, her eyes wide. The place was packed, but there was still plenty of room to move around. The walls were painted midnight blue and the ceiling was high. There were at least two levels that Willow could see, the second containing what looked like a mixture of small tables and a few black leather couches, much like the first floor, only without the dance floor. Heart thumping music poured from the speakers, the bassline of the song causing Willow's heart to throb in time to its rhythm. Dim light filled the club, though she could not tell where it was coming from, and silver and blue lights flashed from somewhere above. It was, in a word, amazing. She'd never seen anything like it before, and simply being in the room excited her. Her blood pounding, she turned to Angel and smiled. "This is great."

Angel grinned and grabbed her hand, leading her to a darkened corner. They sat on a couch, close together. A waitress appeared almost instantly and they ordered their drinks. Before the two of them had a chance to speak, a small, blue demon, complete with blue hair, walked up to them. "Angel, why have you tainted this place with the likes of her? How dare you bring a mere human into my club!" she said.

Willow glared at the female demon and instantly let down her shields, allowing her magic to fill the space around her. "He didn't."

"Witch," the demon said, taken aback.

"Problem with that?" Willow responded.

The demon shook her head and backed off then, leaving Angel staring at Willow. "What?" she asked. "She insulted me."

Angel laughed. "You'll never stop surprising me, will you?"

"Probably not." Willow said with a smile as the drinks arrived. "Why was she so upset that you brought me here?"

"It wasn't you. Not really. She was just angry that I brought a date."

"Oh." Willow said, realizing that the little blue demon was jealous.

Smiling, Willow picked up her shot of vodka as Angel lifted his. "Cheers," she said downing the shot.

Angel followed suit. Willow tilted her head to the dance floor. "You bring me to this club to just sit? Watch everyone else dance?"

"Thought about it."

A new song began to play, one that Willow loved. Itching to dance, she looked at her date. "Could I get you to dance with me?"

Angel shook his head. "I don't dance."

Willow arched an eyebrow. "Do you mind if I do?"

"By yourself?"

Willow shrugged. "Probably not. That is not a dance floor that you can dance alone on, at least not for long. If I go out there, someone will start dancing with me."

Angel couldn't help but be impressed with her honesty. He'd already known that, but he'd not expected her to admit to it. He stood up and offered her his hand. She accepted and squealed as he yanked her to him. His lips claimed hers in a fierce kiss as his hands ran over her back. He held her tightly to him, making sure she knew that his demon had come out. "Just remember who you're here with, Little One."

Willow pulled back and met his amber tinted eyes. She nodded firmly. "I'm here with you, Angel."

His lips crashed down on hers again briefly. Willow grinned into the kiss causing Angel to pull away. "What?" he asked.

She arched an eyebrow. "This is a demon club, right?"

"Yeah."

"Okay then."

"Willow?"

She smiled slyly at Angel. "Well, it's just I've never been to a demon bar before. This will be fun."

"Be careful, Willow. Some of these demons, some of these vampires, they're here to feed."

"I know." Willow said.

"Willow..."

"Watch me," she said suddenly, pulling out of Angel's arms.

"Watch you?" he asked, trying to catch up with her train of thought.

She nodded. "If you're not going to come out there with me, that's okay. I know who I'm with so I won't get too, um, involved with any one partner, and I know you'll be here to protect me if I need it. But, just in case, you know, watch me."

"Of course."

"So, I can go?"

Angel nodded. "Have fun."

Willow kissed him again before turning and walking away. Her eyes danced with mirth as her plan developed. 'Watch me ...' she thought to herself. 'That was a nice touch if I do say so myself. He won't know what hit him if he does, that's for sure.'

***

Just as she'd asked him to, Angel watched Willow. His redhead was making her way around the dance floor, a multitude of partners in her wake. He realized early on that she was searching for something, he just didn't know what. He groaned as he watched her move in perfect time with a female vampire. He recognized the woman as belonging to a local Master, one of the few friendly contacts Angel had with the vampire population in LA. The vampire's back was pressed into Willow, the witch's arms around the other woman's waist. Their hips moved together, and the vampiress' hands wound back into Willow's hair. Their dance was extremely sexual and no one near them on the dance floor could take the eyes off the two women. Angel blinked as Willow's hand moved up the vampire's torso, inching toward the other woman's breast. Knowing he could take no more, he quickly downed another shot and stood up, heading toward his lover.

He approached from behind her and made eye contact with Gregory, the female vampire's Master. He was standing in the shadows not far from the two women, watching them dance. Angel nodded at Willow and her dance partner and Gregory grinned. They approached the two dancers at the same time, one from the front, one from the back.

Angel wrapped his arms around Willow just as the other Master put his around his Mate's body. The four of them moved in perfect time for a moment before Gregory pulled the other woman out of Willow's grasp and the two of them moved silently away. Willow moaned as Angel pulled her further against his body, still dancing. "Watch you, you said," he whispered.

Willow arched her hips back, rocking with the pulsating beat. "Have you? Have you been watching?"

Angel lowered his head and nipped at her ear with blunt teeth. "Couldn't help myself. What were you searching for out here tonight, Little One?"

She raised her hands above her head then, locking them around Angel's neck. "Anyone who could actually dance, anyone who could move with me ... like liquid. Like we're doing now ... so, did you like what you saw?"

Angel growled then and pressed his erection into her ass. "You think?"

Willow turned around in his arms, licking her lips as she saw the fire in his eyes. "Wanna get out of here?"

"Thought you'd never ask."

~Part: 6~

Willow opened her eyes and grinned as her gaze settled on Angel's bare back. She stretched her legs beneath the sheet and moaned happily at the feel of her skin against the satin of the sheets. "Comfortable?" Angel asked.

"Uh huh," Willow replied.

Angel chuckled. "What time is it?"

Willow rolled her eyes. "You too lazy to roll over and look for yourself?" she teased.

"You wore me out last night," Angel muttered, his voice tired. "And, whereas I have to roll over to look at the clock, all you have to do is turn your head."

Willow laughed. "It's only eleven."

"And you're awake why?"

"Well, I am a human. I, um, have to pee."

"I knew being a vampire made me superior."

Willow slapped his shoulder lightly. "Hey! Just because human's have more ... bodily functions than vampires, require more to survive, and can be killed rather easily, that does not make you better than me! At least I don't have to drink blood to survive. I don't even <i>have</i> to eat meat. I can live off veggies and bread alone, if I wanted to. Could you do that? No, you couldn't. So, see? You're not superior."

"Thought you had to pee." Angel teased.

"Oh, shut up." Willow said, getting out of bed.

She walked into the bathroom and grinned when she saw that Angel had, at some point, taken the mirror off the wall. She thought it typical of him as she relieved herself. Her muscles aching, she looked longingly at the shower, thinking that the hot water would make her feel much more alive. "Mind if I take a shower?" she called out.

"Go ahead." Angel said from the other room.

Willow started the shower and waited for the water to heat up before stepping under the spray. She sighed as the hot water caressed her skin, the heat bringing her blood to the surface, relaxing her muscles. She grabbed the bar of soap and rubbed it between her hands, working up a nice lather. As the clean, crisp scent that she associated with Angel filled the air, Willow's mind began to wander over the events of the preceding few days. 'Things sure have changed quickly,' she thought as she began to wash her arms.

'I never thought my trip to LA would involve any of this stuff with Angel,' she mused. 'Not that I mind, I rather like it, actually. It's just so sudden...'

Running her tongue over her teeth, Willow grimaced. 'Ew. Mexican food, wine, and clubbing does not a nice aftertaste make,' she thought.

As she contemplated the fact that her toothbrush was still in her own room, she finished soaping up and began to rinse off. "Angel?" she called. "Do you have an extra toothbrush?"

She heard the vampire get out of bed and walk towards the bathroom. He came in and began to rummage around in a drawer. She smiled when he pulled back the shower curtain and handed her a toothbrush, toothpaste in place. "Thanks," she said.

Angel grinned as she took the toothbrush and began to clean her mouth. She blushed as he stared at her for a few moments, sure that he was about to join her in the shower. Disappointed, she tried not to sigh when he suddenly closed the curtain and moved away. She heard him brushing his own teeth, confirming that he'd not left the bathroom. She spit and rinsed out her mouth. "That's it?" she asked.

She heard Angel spit and rinse off his tooth brush. "What do you mean, that's it?" he questioned.

"Well,..." Willow sputtered as she squirted some of Angel's shampoo into her hand. "I thought that maybe you wanted to join-"

Her words were cut off as Angel stepped into the shower behind her. "Need some help washing your hair?" he asked silkily.

Willow giggled and turned around, kissing him playfully. Angel grinned into the kiss and pulled the curtain closed behind them.

***

Willow looked up as Wesley and Gunn walked into the room. She had only been downstairs for a few minutes and was currently sitting behind Cordelia's computer, scanning one of Wesley's books into the database. The two men stopped walking as they saw her. "Ah, man," Gunn said. "Didn't think you'd be up yet."

"Indeed," Wesley added. "Otherwise we would have brought lunch for you as well."

Willow smiled and pointed to the kitchen. "We just got up. Angel's in there fixing me some eggs."

"Angel cooks?" Gunn asked.

"He's been known to, occasionally. Breakfast foods mainly, I believe." Wesley answered.

"Yeah," Willow added. "The other day he brought me bacon, eggs and toast. And it was really good, too." Willow said.

Gunn grinned. "A vampire who cooks. Cool."

Wesley and Willow began discussing his books then, while Gunn set out the food they'd brought in with them. Just as Willow finished scanning the book, Angel came out with her breakfast. The four of them sat down at a small table and ate, all four feeling comfortable with each other. "Where's Cordelia?" Angel asked.

"Audition," Willow answered, causing everyone to look at her, shocked that she knew.

"What?" the redhead asked. "We may not be the best of friends, but we did go shopping yesterday. And, being Cordelia, she did talk about herself a whole lot..."

The men nodded, conceding the point. They ate and made comfortable conversation for a few minutes before Willow finally asked about the incident the night before.  "So, do demons in LA usually come armed with a handful of minions when they attack you?"

"Not until very recently," Wesley answered automatically.

Angel began to explain to Willow about what they had been observing between the demons and vampires. "They have been more likely to work together than apart lately."

"The only time I've seen it before now," Gunn added. "Was when Angel and I went after that Shroud of Rahmon thing."

Wesley nodded. "Yes, as a general rule, demons and vampires tend to avoid working together."

Angel agreed and all three men were surprised when Willow shook her head. "I've seen it before," she said.

They looked at her and Willow shrugged. "Twice before Angel even left Sunnydale, then once after."

She was quiet for a moment, collecting her thoughts. "Wait," she added. "There was also that other time ... with the bug guy and Oz getting shot... Spike hired them to kill Buffy. What were they called?"

"The Order of Taraka." Angel supplied, thinking over what Willow was saying. "You're right."

"Besides that Order of Taraka, there was the Judge and the Mayor before you left."

Angel rubbed a hand over his face as he realized the obvious answer that he'd missed until she'd pointed it out. "Someone is organizing them."

"Of course," Wesley exclaimed. "But how do we find out who?"

"There are ways," Angel said.

Gunn cleared his throat. "So, something is running a demon and vampire crewed gang?"

"It appears so," Wesley said. "Willow's right."

"Just hope that it's not a psychotic, cyborg-demon-human-machine hell bent on ruling the world who's calling the shots." Willow stated matter of factly.

The three men stared at the redhead. "Pardon me?" Wesley managed.

"Um ... ADAM?" Willow explained. "The Initiative made him? He almost killed us all last year when he tried to take over Sunnydale."

"The thing made out of demon bits?" Angel asked. "Giles mentioned him once."

Willow nodded.

"It was part human, too?" he questioned.

Willow nodded again.

"Fascinating," Wesley said suddenly.

Willow shot him a look.

"What?" Wesley added. "Well, it is."

Gunn rolled his eyes "Cyborg-demon-machines with human parts? Sunnydale must be one messed up place."

Willow laughed. "You never wondered why Cordelia turned out the way she did?"

***

Willow and Wesley worked on getting his books scanned into the computer all afternoon. Both of them quickly discovered that if they got past the awkwardness that seemed to hang over them, they actually had a lot in common. Wesley was impressed by Willow's knowledge of the Occult and demonology, and Willow was amazed that Wesley knew as much as he did about magic.

As the afternoon wore on, both of them became more comfortable with each other. They found themselves sitting on a couch talking over tea. "And so she broke up with you?"

Wesley nodded. "Yes."

"Because you got shot?"

"Because she thought my life was too dangerous."

"What a bitch." Willow said, blushing at her sudden outburst.

Wesley chuckled. "Indeed."

Willow filled Wesley in on some of the stuff that had been going on in Sunnydale, being careful to leave out anything too personal. She mentioned only that Spike was chipped and helped them out occasionally. She tried not to notice that Wesley seemed confused for a moment when she mentioned Dawn. She tried to ignore the occurrence, just as she had when Cordelia had done it the day before. It was, however, difficult to ignore. 'Why,' she found herself thinking, 'do people who have met her before seem to not remember Dawn exists until I mention her directly?'

Deciding to distract herself from that line of thought, Willow asked Wesley for more details about Angel's soul. "Well," he asked. "Do you know anything about a law firm called Wolfram and Hart?"

Willow nodded. "They're not good."

"Quite right." Wesley began. "It all started with a Master vampire who wanted to eat Cordy..."

Willow sat in muted shock for the next hour as Wesley explained AI's involvement with Wolfram and Hart. He explained how they had raised Darla in hopes of bringing Angelus back. He explained how the Powers had warned Angel and had decided to intervene. In the end, Wesley told her, the Powers realized that it would be in their best interest to simply anchor Angel's soul, therefore keeping him happy and foiling Wolfram and Hart's plan in one fell swoop.

"So," Willow said. "What happened to Darla?"

"We're not sure," Wes answered. "We only know that Angel has not dreamt of her in about three months and that Wolfram and Hart have repeatedly tried to kill him."

Willow was silent a moment. "Do you think," she said finally. "That they could be behind the vampire and demon alliance?"

Wesley nodded. "The thought had crossed my mind."

"Interesting," Willow said.

"How do you mean?"

Willow glanced at Wesley and sighed. "Well, about two months ago, Wolfram and Hart offered me a job and a full scholarship to UCLA."

Wesley gasped despite himself. "You're serious?"

"Yes," Willow said. "I turned them down after I researched them a bit ... told them I didn't want to move."

"And they gave up?"

"No," she stated. "They're actually doing their best to persuade me to leave Sunnydale. They seem to want me out of town really badly. Some of their, um, offers have been quite tempting."

Wesley sighed. "Yes, interesting indeed."

***

Willow hung up the phone and turned to the others. "Buffy is going to send the box of stuff I've collected on Wolfram and Hart, my research and all ... she said it'll be here in a few days."

Cordelia arched an eyebrow. "You were talking to Buffy? And she didn't ask to speak to Angel? Is the world ending again?"

Willow shrugged. "She was busy."

"The papers will arrive soon then?" Wesley asking, sensing Willow wanted to change the subject.

"That's what she said," Willow answered, nodding.

"So," Cordelia said. "The plan is to find out why the evil law firm is interested in Willow, right?"

Angel nodded then saying, "I think we can assume that she has something they want, and with her level of power, I think we can also assume that it's partly to do with her skills as a witch."

"But, why do they want me out of Sunnydale so badly? I mean, why couldn't they just contract me out from there or something?"

Silence descended on the group. None of them knew how to answer Willow's question. Wesley cleared his throat. "That's what we're going to find out, Willow. Try not to worry."

"Yeah," Willow said. "I know. And I also know I'm safe here, so I guess I can be patient and wait for the answers to come to us."

"That's the spirit," Gunn said.

"All right then, Angel," Wesley said. "If there's nothing else, I believe I'm going to head out."

"Yeah, me too," Cordelia began, getting up and grabbing her purse. "Dennis and I are going to watch an 80s movie marathon on TNT tonight."

Gunn groaned. "That ghost is a glutton for punishment."

Cordelia just stuck her tongue out at him and waved as she left, purse in hand. Wesley came out of Angel's office carrying his motorcycle helmet. "I'll see you all tomorrow then."

"Tomorrow's Sunday, Wesley. Take the day off." Angel said.

"You're sure?"

Angel nodded. "Of course."

"Very well, then. Thank you."

"Give me a ride, English?" Gunn asked. "Truck's in the shop."

Wesley nodded and the two of them left, leaving Willow and Angel alone. Willow watched the two men leave and rolled her eyes. "Do they really think they're fooling anyone?"

Angel chuckled "You've noticed, too."

"That the two of them are in what they think is a secret relationship? Oh yeah."

"Does it bother you?" Angel asked.

"No," Willow said. "Not at all. Does it you?"

Angel blinked at her. "Um ... vampire," he said, pointing to himself.

"Uh huh, and?" Willow prompted.

Angel rolled his eyes. "I'm a vampire. We're not as hung up and repressed about sex as humans."

"So," Willow teased. "It doesn't bother you?"

Angel shook his head. "No."

Willow got up and moved over to sit beside him on the couch, leaning against him. Angel wrapped his arms around her and kissed the top of her head. "You okay?" he asked.

"Yeah," Willow said. "Just a little tired, I think."

"You want to go to bed?"

Willow shook her head. "No, I want to stay right here for a while."

Angel pulled her a bit closer and stroked her hair absently. "Okay."

They sat in comfortable silence for a long time, simply enjoying each other's company. Willow was almost asleep when Angel broke her out of her relaxed state. "So, how is Buffy?"

"Worried," the word was out of her mouth before she could stop it.

"Excuse me?" Angel asked.

Willow sighed. "She ... there's something going on in Sunnydale. She says she can feel it, says something is coming. Something big."

"Does she know anything more?" Angel asked softly.

Willow shook her head. "No, she just feels like something is off."

"Will she ask me for help if she needs it?"

Willow giggled softly. "You're kidding, right? This is Buffy we're talking about. She barely remembers to ask us for help when she needs it until it's almost too late for us to do anything ... she's more take action first, then do the research ... you know that."

Angel shrugged. "Good point."

Willow sighed. "You know I've got to go back soon."

"No, you don't," Angel said automatically.

"They need me. She needs me."

"And if I need you?"

Willow closed her eyes. "Do you?"

"Yes," Angel said honestly. "I think I do."

"I don't know," Willow began. "I don't know how I could stay, Angel. I mean, I've got school there, and I know I could transfer here, but I can't just leave them ... what if they need a spell? I mean, the Hellmouth..." her voice trailed off.

"I know, Willow," Angel said. "I just don't want to lose you. I don't want this relationship we've started to end just because you have to go home."

"Who says it has to end? I mean, I can visit. And you can visit."

"Yeah." Angel said.

Willow sighed. She knew what Angel was getting at. It wasn't about the Hellmouth, it wasn't even about the distance between Sunnydale and LA. It was about the reaction that awaited them in Sunnydale. It was about Buffy.

"This isn't going to be easy. Not at all," Willow said. "Buffy is not going to understand it, she'll get very angry. And Xander ... well, he'll probably stop speaking to me for a while. Giles will give me many, many lectures about how wrong it is to get involved with a vampire, and Spike..."

"We both know what Spike will do." Angel said. "But you're right. It's Buffy who is going to be the biggest problem."

Willow nodded. "She is not going to like this. Especially when we tell her that we're not sure what we're doing, not sure what kind of relationship we have."

Angel pulled her closer to him. "Willow..."

"Don't. Please don't make me empty promises, Angel. I couldn't handle it."

Angel turned her around so that he could look into her eyes. "I wouldn't do that to you, Willow. All I was going to say is that no matter what kind of label we put on our relationship, I'm sure about one thing above all else."

"What's that?"

"I'm sure that I want you in my life. Sure that I need whatever this is to continue. Willow, these last few days with you have been the best I've had in a long time. A really long time. I don't want that to end."

Willow smiled. "I feel that same way, Angel. And I agree, I don't want this to end either. But Buffy..."

Angel nodded. "I know. Buffy will be a big issue to deal with. But, we will deal with it. Okay?"

"Okay."

Angel tilted his head to the side for a moment, regarding Willow carefully. "You know what I haven't done in a while?" he asked.

"What?"

He smiled softly and leaned in closer to her. "This," he said, his lips capturing hers.

Willow sighed into the kiss and returned it. Angel's tongue led hers in an intimate dance, his fingers threading through her silky hair. Willow wrapped her arms around him and deepened the kiss once more, Angel groaned and broke away, allowing Willow to breathe. She looked at him and licked her lips. "I will have to go home soon, Angel. But, in the meantime, do you think that we cannot think about it? Not think about my friends' reactions? Can we just concentrate on us and what time we do have?"

"And make the best of it?" Angel asked.

"Exactly."

"That," he began as he pulled her face to his. "Is something I won't have a single problem with."

Willow grinned and met his lips halfway.

~Part: 7~

Willow and Angel were lounging happily in his bed talking about whatever random thoughts came into their minds. Willow couldn't help but think about the fact that she had never felt as comfortable with anyone as she did with Angel. 'Goddess, I cannot fall in love with him!' she thought to herself. 'We haven't even called what we're doing dating ... it's almost purely physical!'

"Most famous person you've ever met?" Angel's question pulled her out of her thoughts and caused her to smile.

"Most famous person? Let's see ... that would have to be um, B.B. King."

Not expecting that answer, Angel stared at Willow in shock. "Really?" he asked.

Willow nodded. "The summer between high school and college, Oz spent three weeks playing with a traveling blues band. They played a festival in Northern California and I tagged along. B.B. King was there and I happened to meet him. It was just one of those things."

"Very cool," Angel said.

Willow laughed. "Yeah, it was. Okay, my turn..." she said, deciding to continue the question game Angel had just started. "If you could go anywhere in the world right now for two weeks, where would you go and who would you take with you?"

Angel grinned. "Willow, considering how we're naked in my bed, I think it's safe to assume that I'd take you."

"Yeah, well," she retorted. "A girl can never be too sure..."

Angel turned suddenly and pinned Willow down to the bed, his arms on either side of her body. "I'd take you," he said, looking into her eyes.

Willow smiled. "And where would we go?" she quietly asked.

Angel leaned down and kissed her nose. "You would love Europe. And I'd love to show you Spain."

"Spain?"

"It's a beautiful country."

"Maybe someday." Willow said, wistfully.

Angel captured her lips under his, kissing her softly. "Maybe," he murmured against the soft skin of her lips. "Someday."

Willow wrapped her arms around him and he flipped them over. Willow lay her head down on his chest and traced lazy circles across his skin. "My turn?" he asked.

"If you'd like," she answered.

Angel began to run his hand over the skin of her back. "Personal question?"

"Okay," Willow answered after a moment's hesitation.

"Out of all the things we've done, what's been your favorite?"

Willow giggled. "You mean sexually?"

Angel nodded.

She thought for a minute before answering. "Um ... that first night when you ... with your mouth."

Angel had to bite the inside of his cheek to keep from laughing at the blush that was steadily spreading across Willow's body. "With my mouth? You mean when I went down on you?"

Willow nodded, her blush deepening. "Uh huh."

Angel licked his lips. "Really?" he asked.

"That was the first time anyone had ever..."

His eyes widened. "That was the first time? Are you serious?"

"Yeah. I mean, it's not like I'm all that experienced, you know. There was just Oz before you. Well, and the Xander kissage, but that's not exactly the same. And then there's the stuff with Spike, but you know what that-"

Angel cut her babble off by placing a finger to her lips. He sat up and looked at her thoughtfully. "You mean to tell me that what I did to you the other night was the first experience you had?"

Willow nodded. "Of that variety, anyway."

"I really wish you'd said something before now."

Willow stared at him, confused. "What? Why? Did I do something wrong?"

"No," Angel assured her. "I'm the one who has done something wrong."

Willow wrinkled her nose and looked at him with her head tilted to one side as if to ask him why he thought he'd done something wrong. Angel kissed her then, long and slow. She was slightly breathless when he broke away, and she stared at him once again in question. "What was that for?"

"To apologize."

She rolled her eyes and said, "Enough with the cryptic act! Just tell me what's going on inside that head of yours."

He just smiled and pushed her gently back until she lay beneath him on the bed. "Willow, what I did the other night ... it was hurried, a bit rough, and over entirely too quickly. Had I known that you'd never been tasted before ... well, things would have gone a bit differently."

"But what you did ... Angel, that felt wonderful."

He laughed softly as he nuzzled her neck. "I'm sure it did. But the thing is, Willow, I could make you feel so much better. The things I could do to you, make you feel..."

Willow's arousal was already thick in the air, as his words had turned her on, and Angel trailed a finger down her side, making her shiver. "Do you want me to show you?" he asked, huskily.

She nodded, unable to find words suitable to express exactly how much she wanted him to show her, and Angel captured her lips under his. Her tongue sought his out instantly, battling him for dominance. Angel's hands were busy, one holding her head, keeping her close, and the other teasing her body, turning her on even more. He cupped her breasts, kneading them until her nipples were hard peaks. He ran his fingers lightly over the skin of her stomach, and she moaned. "Oh, Goddess... Angel..."

He smiled. "Relax, Willow."

He began to kiss his way down her body, stopping at her breasts and paying equal attention to each one. By the time he had moved on to her stomach, Willow was almost beside herself with need. "Angel," she gasped. "Please."

Angel grinned. "Am I turning you on, Willow?"

Willow groaned and gave him an exasperated look. Angel chuckled and took pity on her then, lowering his head to her heat, breathing in her scent. "Do you know why I like doing this so much?" he asked.

"No," Willow managed.

"It's a control thing ... I can go about this fast and hard, like I did before," he began causing Willow to moan in anticipation. "Or, I can go slow, teasing you for hours before I let you come."

"Angel, I don't think I could handle the teasing- oh ..." Willow said, her words turning into another low moan of pleasure as Angel ran his tongue over her.

"No more teasing, then?" he asked.

Willow shook her head and thrust her hips up. Angel placed his hands on her hips, pinning her into place. "All right, no more teasing."

Willow lay there, caught somewhere between screaming in pleasure and crying at the sensations Angel created in her. Never before had she felt so on edge. It seemed that Angel was a master at this skill, deftly switching back and forth between going at her fast and furious, to slow and sweet. Willow's eyes rolled back in her head as he slipped two fingers inside of her and she found herself shuddering, a continuous moan coming from her lips. She came with a scream, her legs gripping Angel's head. Still, he didn't stop. His tongue lapped at her release, soothing her through her climax. Willow sighed contentedly and Angel moved suddenly, positioning himself at her entrance. "Willow?" he asked.

She nodded and he entered her, both of them gasping out the other's name. He made love to her slowly, knowing that after the powerful orgasm she was recovering from, she was too sensitive for anything more. She wrapped herself around him and took him as far into her as possible, wanting to be closer than ever before. Angel cried out her name as he came, his fingers gently bringing her to another climax. They both lay panting, neither one of them wanting to move. Angel eventually pulled out of her and she lay her head down on his chest. Sighing in contentment, Angel asked. "Did you enjoy that, Little One?"

She pulled him to her lips and kissed him softly, her eyes already heavy with sleep. "Yes, very much. Thank you, Angel."

"Sleep well, Willow," he said with a smile.

"Goodnight, Angel."

***

Willow woke the next morning to find that she and Angel had not moved once during the night. She was still on her stomach, her head on his chest. He still had an arm wrapped around her, the other tucked behind his head. Willow grinned at the handsome sight he made and rolled over. Her muscles protested the move loudly and she groaned. Angel sat up suddenly, concerned. "What's wrong?" he asked.

"Didn't move all night ... my muscles are mad at me."

Angel chuckled at her laughing tone. "You want me to run you a bath?"

"That would be nice," Willow said with a smile.

She sat on the edge of the bed, rolling her neck to relieve some of the tension. Angel scooted up behind her, his hands quickly finding the knots in her shoulders. Willow moaned as he found a particularly tender spot. "You should have said something sooner, Willow," Angel scolded. "These knots are not new."

"I'm okay."

"You're not. Willow it has to be painful for you to move by the end of the day..."

"It's just tension. I'm fine." She said testily as she got off the bed and began to stretch.

Angel watched her for a moment before nodding. "All right. I'll go run you that bath."

Willow cringed slightly at his tone of voice. 'I've made him mad now,' she thought. 'Wonderful. And all because I don't want to think about why I'm so tense. Because I don't want to think about Spike.'

She watched Angel walk away and wondered why the strangest things got her thinking about Spike. 'All Angel did,' she thought. 'Was mention my tension. I'm so weird.'

She was torn out of her thoughts then; someone was knocking on the door. "Just a minute!" she called.

Willow quickly grabbed clothing, noting for just an instant that it was a robe. She didn't stop to realize, however, that it was Angel's robe and was much too big for her. She tied the robe closed tightly and opened the door. "Mornin' Gunn!" she said cheerfully.

He grinned back at her, taking in her appearance. "Hey Willow. That's a nice look for you."

Willow looked down and blushed. "Oh ... it is kinda long, huh? I'm surprised I didn't trip on the way to the door. What's up?"

"Your friend Buffy called." He said. "She told me to tell you that she sent the Wolfram and Hart stuff and it should arrive tonight. Oh, and you need to call her. Soon. It sounded pretty important."

Willow bit her lip, concerned. "Okay."

"Is she always that, um, nervous?"

"Huh?" Willow asked.

"She was pretty wound up."

All thoughts of an impending apocalypse fled Willow's brain. "She was kinda frantic?"

Gunn nodded. "Yeah."

Willow rolled her eyes. "Typical."

"What is?" Gunn asked.

"Well, here I was worrying that something big was going down at home and it turns out it's not important at all."

Gunn looked very confused. "Come again?"

"Oh," Willow said, realizing Gunn had never met Buffy. "There's nothing going on ... nothing to slay or research. The problem she's currently so frantic about most likely has something to do with Riley, or makeup, or clothes. Possibly even school, but I doubt it."

"Huh?" Gunn asked again, still confused.

Willow smiled. "It's all part of the mystery that is Buffy. She can handle demons trying to open the Hellmouth with ease, but try to make her deal with something girlie on her own ..."

"Ah," Gunn said. "I get it. She's one of them weird, annoying chicks I always end up hating."

Willow laughed. "Probably. Thanks for the message."

"No problem. See you later?"

She nodded. "We'll be down soon."

Gunn gave her a nod and walked away. Willow closed the door and turned around. Angel came out of the bathroom, then, wearing nothing but a smile. "That was entertaining," he said. "And Gunn's right. That is a good look on you."

Willow blushed. "It's long."

Angel smirked. "I'm tall."

"Smart ass." Willow said, glad that the tension that had been between them before was now gone.

"Your bath's ready."

Willow simply nodded and walked slowly toward him, untying the robe as she went. She smiled when she heard the small groan escape Angel's lips as it pooled around her ankles. "Help me wash my back?"

Angel nodded. "Wouldn't want you to miss a spot."

"My thoughts exactly."

Angel licked his lips and held out his hand. Grinning, the two of them walked into the bathroom, the door shutting behind them.

***

They were all standing in the lobby. Angel, Gunn, and Wesley were loaded down with weapons, and all three were staring in concern at Willow and Cordelia. "You two are sure you'll be all right?" Wesley asked.

Cordelia rolled her eyes. "Wes, I think that Willow and I will be safer here than if we went with you, don't you?"

Willow nodded. "Yeah. The thing in Cordy's vision had five heads. I sure as heck don't want to meet it."

"We'll be fine." Cordelia added, her voice bored.

"So, go slay." Willow said, waving her hand dismissively.

The guys looked at the two women in amusement. "Fine," Gunn said. "Be all snobbish. When I come back covered in five headed demon blood I'm gonna hug both of you."

"Ew." Willow said, making a face.

Cordelia glared at him. "You ruin this shirt and I'll make your life hell for a month."

"And that's different from usual, how?" Gunn shot back.

"That's enough, kids." Angel said, rolling his eyes.

"Indeed." Wesley added, his voice playful. "We have a five headed demon to dispatch."

Gunn and Wesley headed out the door then, leaving Angel behind with the women. "You two be careful, okay?"

They nodded. Willow walked over and threw her arms around Angel, kissing him soundly. Angel deepened the kiss and held her tight for a moment before pulling away and breathing in the scent of her hair. "Be careful," Willow said.

Angel nodded. "Always."

They smiled at each other once more and Angel followed after Gunn and Wesley. Willow turned around and Cordelia smirked at her. "Stop it," the Witch said.

"What?" Cordelia asked, feigning innocence. "I'm just glad you two didn't jump each other in the lobby."

"We're not that bad."

"Uh huh."

"We're not!" Willow insisted. "We would have at least gone into his office."

Cordelia laughed then, and Willow rolled her eyes. "You're so easily amused."

"Yup."

"Wanna help me scan some books into the computer?"

"Sure," Cordelia answered, getting up and moving to the computer. Willow followed with several books in her hands.

They'd been working for about an hour when Cordelia suddenly looked at Willow, a very serious look on her face. "Willow," she said. "Are you sure this is a good idea? I mean, some of these books are written in a language neither one of us understands. Scanning them seems kinda dangerous, and that just doesn't sit well with me ... and why are you laughing?"

Willow's eyes filled with tears of laughter as she told Cordelia about her experience with Moloch. Cordelia listen in shocked silence until Willow was finished. "Well," the Seer said. "That puts a whole new twist on online dating, doesn't it?"

***

Willow and Cordelia sat on the lobby couch talking as they waited for the men of AI to return. The two of them were quickly discovering that they had a lot to talk about, once they got beyond their past, that is. Cordelia was telling Willow about the time she was pregnant with demon spawn when the bottom dropped out of Willow's comfort zone.

"Well," a British voice said. "Isn't this ... cozy."

Willow tensed instantly. "Spike."

"Witch," the vampire said from his spot leaning against the counter. "Cheerleader."

"Willow..." Cordelia said, her voice holding a trace of fear.

"He can't hurt us, Cordy."

"That's right," Spike said. "I'm a white-hat now."

"What are you doing here, Spike?" Willow asked.

The blond vampire pointed to a box on the floor. "The Slayer sent me with that," he said.

"Oh," Willow said, all other words escaping her.

Spike smirked. "She said you needed it, I volunteered to bring it to you. Wasn't that nice of me?"

Willow looked down at the floor. Cordelia, sensing that things weren't all they appeared to be, touched her arm. "Willow, I'm gonna go call Angel's cell phone."

"Okay," Willow said quietly. "Cordelia? Stay in the office, okay? No matter what you hear. Stay in the office."

Hesitantly, the Seer nodded. "Explanation later, no getting out of it."

Willow nodded. "I know. Tell Angel to hurry."

Spike said nothing, just watched as Cordelia left the room. When she was gone, he walked over to Willow and made a show of sniffing her. Willow attempted not to cringe.

"Seems you and I have a lot to talk about, pet," he said. "Someone's been naughty."

~Part: 8~

"Someone's been naughty."

Spike's words echoed in Willow's ears. Her eyes closed, her breathing already coming in ragged pants, she was nervous. She did her best to calm down, her tongue darting out to wet her lips. Just seeing Spike, even if he'd not done anything yet, was causing a plethora of sensations to stir inside her body. She felt fear, desire, anticipation, and repulsion all at once; she knew she was in trouble, knew she was about to lose control of her body and that there was nothing she could do to stop it.

Spike was standing mere inches away from her. She knew that without opening her eyes, she could sense him. He leaned in, his lips almost touching her ear. "You're fucking my Sire."

His breath on her ear made Willow shiver, and she hated it. "What of it?"

"Does he know, Red, what a little slut you are?" Spike asked, his cool breath seeming to caress her ear.

"Go to hell."

Spike laughed. "That's borrowed courage and we both know it, Witch. Angel's been building you up ... telling you lies. He's good at that, you know. Lying. Did he tell you you're beautiful?"

Willow tensed, finding it hard to push him away. "Shut ... up."

Spike reached out then and traced a finger down her bare arm. "You miss me, pet?"

"No." Willow spat.

He growled then, causing Willow to flinch. "Don't lie, little Witch. I can smell the desire on you."

"It's not for you. I do not desire you."

Spike moved, grabbing her arms and pulling her to him. His grip was tight, but not tight enough to hurt. Willow did her best to hold her ground, to stay in control, but Spike's gaze was brutal. He was very, very angry. "Don't you dare lie to me again!" he shouted. "You've lied to me twice since I arrived and I will not tolerate another one. Do you understand me?"

Willow nodded and Spike released her. "Good," he said.

She rubbed her hands over her arms, attempting to get the feel of him off her arm, attempting to remember what Angel's arms felt like instead. Spike tilted his head to the side. "Why, Red, do you insist on making this difficult? We could have had a nice little reunion, but you had to go and ruin it."

"I didn't ruin anything."

Spike rolled his eyes. "Ah, but you did. You've been a very bad girl ... jumping into bed with your best friend's man. Whatever were you thinking?"

"Shut up."

"You keep saying that, telling me to shut up. I suppose I could, we don't have to talk, after all."

He looked down at her with lust filled eyes and Willow cringed. He reached out and pulled her to him once again, his head instantly dipping to rest at the curve of her neck. To the casual observer it would appear that they were two lovers wrapped in an intimate embrace, a fact that Willow was well aware of. Spike breathed in her scent and sighed. He turned his head, still not moving. "I'll ask again, pet, do try to be honest this time. Did you miss me?"

Willow shuddered. His voice was like liquid, wrapping itself around her. "No," she whispered.

Spike grinned. "But you thought about me, didn't you?" he asked, his hands traveling down her body. "Thought about how I make you feel, how much you want me ... how good it feels when I'm touching you."

"Stop this, please." Willow said, her voice shaky.

His hands slid down over her hips, then back up -- inching slowly toward her breasts. "You don't want me to stop, though. You know you want more."

"Spike, please."

Spike raised his head up and met her eyes. He placed a hand on each of her shoulders and pushed her down onto to couch. Willow sank into the cushions bonelessly, thankful to not have to concentrate on standing any longer. She'd forgotten that the couch was there. Spike followed her down, straddling her on the couch. He leaned down and ran his tongue along her neck, lingering over her pulse point and causing Willow to moan. "Tell me, little Witch, can Angel make you want him like I make you want me? Can he make your body sing with desire? Does he get you as wet as I do?"

Spike's voice was husky and Willow whimpered. His words, his actions, his touch ... Spike was having the same effect on her as ever. "Spike ..."

He pulled back from her a bit and licked his lips. "You can't make him want you that way though, can you? Tell me, does he call out Buffy's name when he comes?"

Willow tensed. Spike looked down at her. "Speaking of Buffy," he said. "What does she think about you screwing her true love?"

"Shut up."

Spike smirked. "You really are a little slut, aren't you? Haven't even told her, have you?"

"Stop it."

Spike ran his hand over her body, once again causing Willow to shiver in response. "Not that it matters. Angel will go back to her in the end. And after I tell Buffy what her best friend is really doing in LA ... well, she won't ever speak to you again."

"Damnit Spike! Leave me the hell alone!"

He chuckled at her mild cursing, his hands finding her breasts. "Ah, Red. Don't be like that. You know I'm only telling you the truth. Telling you what you want to hear."

"Get off me."

"Do you say that to Angel? Push him away as soon as your done?" Spike asked, his fingers circling her nipples through the fabric of her shirt. "Such a cold little fish you are. No wonder you can't make him happy. And it's obvious you can't, Witch. He's still got his soul ... you can't even give him one moment of happiness. I knew I was right about you, Red."

Willow had tears in her eyes. Spike's words were hitting home, despite the fact that she knew Angel's soul was secure. Spike squeezed her breasts and desire coursed through her. His hands continued to work her into a frenzy, and she desperately searched her mind for something -- anything -- to say to make him stop. She'd finally decided on simply screaming at him to get off of her when Spike was suddenly thrown off of her. She heard him hit the wall but didn't follow the sound with her eyes. She stared up at the angry vampire standing over her and shivered underneath his angry gaze. "Angel..." she whispered.

Angel regarded her coldly. "Go upstairs, Willow. Now."

"Angel..."

"Go, now! Wait in your room until I come up there."

"Angel, please, let me explain-"

Angel growled, his demon coming forth. "Do not disobey me. Go upstairs now."

His voice was so angry, so cold that Willow could do nothing but nod. She got off the couch and walked toward the stairs quickly. She started up them and as soon as she was out of sight, she ran. When her room came into view, the tears she'd been holding at bay finally began to fall. Knowing the room was unlocked, Willow flung open the door and ran into the bedroom, uncaring that she'd left the main door wide open. She threw herself down on the bed and cried.

***

Cordelia made her way slowly up the stairs. Angel had, not even five minutes before, found her in his office. He'd glared at her and told her that it would be best for her to leave him alone. She'd left his office without speaking a word, half expecting to find a pile of dust on the lobby floor. But Spike was no where to be seen, bodily or in dust form. She'd cast one long look at the door, wanting nothing more than to go home to the warmth of her apartment, before shaking her head. She had shifted her gaze from the door to the stairs and purposefully walked toward the stairs.

Now, she stood outside of Willow's room. The door was wide open and Cordelia could hear broken sobs coming from the bedroom. Sighing, the brunette entered the room and closed the door. She said nothing as she went in to the bedroom and sat down on the bed. She simply reached out and pulled Willow to her, offering her comfort.

Willow's sobs renewed as she buried her face into Cordelia's leg, somewhere between mid-thigh and her knee. Cordelia stroked her hair and, after a while, began to whisper soft words of encouragement in an attempt to get the redhead to calm down. It was no use, however, and the Seer soon realized that Willow had cried herself to sleep. Sighing once more, Cordelia lifted Willow gently and placed her on the pillow at the head of the bed.

She got up and walked to the closet, pulling out a spare blanket. Draping it over Willow's still form, Cordelia decided that she wanted answers. She turned and walked quietly out of the room, shutting the doors behind her. She made her way quickly down to Angel's office and opened the door. He was sitting behind his desk staring off into space.

"What the hell is going on?" Cordelia demanded.

"I told you to leave."

"Bite me, Angel," she said, her voice angry.

"Don't tempt me, Cordelia."

She glared at him for a moment before sitting down in the chair across from him. "Angel ..." her voice was softer now.

He took an unneeded breath and met her eyes. "What?"

"What's going on?"

"I can't tell you that, Cordy. It's not my place," he said after a long pause.

"Not your place?"

"It's Willow's story to tell, not mine."

Cordelia was silent for a moment as she thought over the events of the evening and Angel's cryptic words. "Fine," she said. "I'll go home. But, Angel, you should know that Willow cried herself to sleep. And I mean cried; body-wracking sobs, lots of tears, and there was even some snot. Just look at my jeans if you don't believe me."

Angel just stared at her.

"Pretend to be uncaring all you want to, boss man. I know different."

"Cordelia ..."

"No, Angel. I don't care what happened between you and Willow. I don't even care what happened between her and Spike. What I do care about is Willow and whatever it is she's going through."

Angel shot her a glance, rolling his eyes. "You care about Willow? You? Cordelia, you hated her up until a few days ago. Hell, you went out of your way to make her as miserable as possible."

Cordelia didn't even flinch. She stared into Angel's eyes, her gaze unwavering. "Yes, I did. But never, in all of those years, did I ever make her cry like that. Willow is strong, Angel. Whatever it is that is going on ... she's breaking."

"It's not that bad. It was just a few tears."

Cordelia shook her head. "No, it wasn't. I've known her a lot longer than you have. She's about to break."

She said nothing more. She walked out of Angel's office, grabbed her purse and left the hotel.

***

Angel sat and watched Cordelia leave. Her words filled his head and he wondered if she was right. Could Willow be about to break? He sighed heavily and got up from his desk. 'I should go check on her,' he decided as he walked the distance to Willow's room.

The walk upstairs had gone by quickly, and he'd been standing outside of her door now for ten minutes. She'd been awake when he had arrived, and he was sure she knew he was in the hall. Angel knew was delaying the inevitable and moved to finally open the door when Willow appeared in the suddenly open doorway. "You coming in or what?" she asked.

Angel stared at her appearance. She was wearing her satin bathrobe once again, but this time it failed to turn him on. How could he possibly be turned on by someone who looked as miserable as Willow did? Her eyes were red and puffy, the slight swelling spreading over her cheeks. Her hair was a tangled mess; it looked like she had tried to rip it all out in a fit of rage. Her bottom lip was torn, most likely from her worrying it between her teeth. Angel reached out to touch her arm and she flinched. He pulled his arm back and sighed. "Willow..."

"Is he gone?"

Angel nodded. "On his way back to Sunnydale."

"He's going to tell Buffy," she stated.

"I told him not to, but probably."

Willow nodded. "Shouldn't we tell her first?"

"Tell her what?"

Willow gaped at him. "Tell her what? What do you mean? Tell her that we're together..."

Angel turned dark eyes to her. "Together? Are we together, Willow?"

"I thought we were, thought that's what we've been doing these last few days. Do you know different?" she asked, her voice getting angry.

"What I know, Willow, is that I rushed back here to save you from Spike only to find you on the couch with him -- under him -- when I got here." Angel said, his voice full of distaste.

"He wouldn't get off of me."

"You were enjoying it," he spat.

She glared at him. "Enjoying it? I don't enjoy a damn thing he does to me! Were you even listening to his words, what he was saying to me?"

"It must have been something good," Angel snapped. "Because you were certainly aroused!"

Willow flinched once again. "I told you before that it just happens. I hate what he does to me ... the way he makes me feel. I thought you understood."

"He turned you on, Willow."

"Haven't we covered this already?" she asked, annoyed.

Angel ignored her, determined to make his point. "Spike still turned you on after all we've done ... after all I've given you. You still want him."

Willow sighed and moved away from the door, hoping Angel would follow her. He didn't. She sat down on the couch and gazed at him. "I didn't mean to, Angel. It just happened."

Angel said nothing, and silence filled the small room. After several minutes, Willow sighed loudly. "We need to decide what to do abut Buffy. I mean, I don't mind her finding out-"

"I do," Angel said suddenly, interrupting her.

Willow blinked. "What?"

"I don't want her to know." Angel stated.

"Why not?"

Angel stared at her hard and Willow shifted uncomfortably under his gaze. "Angel?" she tried again. "Why don't you want Buffy to know?"

"Because I don't."

"Why?"

Angel growled. "Drop it, Willow."

"No," she insisted. "Tell me. Why don't you want Buffy to know we're involved?"

"Because I love her."

Angel's words hung in the air, so heavy you could almost see them. Willow stood slowly and walked to the door. She opened it and pointed. "Get out."

Angel said nothing and did as she asked. Willow watched as he walked down the hall, her tears pooling once again as she realized he wasn't going to look back. Moving back into her room and slamming the door, Willow ran back to the safety of her bed. And for the second time that night, she cried herself to sleep.

~Part: 9~

Willow realized as the fog lifted out of her head, that someone was knocking on the door. She groaned and sat up slowly. "Just a minute," she called.

She sat, still under the covers in her bed, trying to wake up. Her efforts were rewarded by the sudden onslaught of memories stemming from the night before; Spike had been here ... she and Angel had fought ... Angel still loved Buffy. 'Such lovely thoughts to start the day,' Willow thought snidely as she threw back the covers and headed to see who was at the door, all the while hoping it was not Angel. 'I'm just not up to seeing him yet. I might accidentally set him on fire or something.'

Sometime in the night, she realized looking down at herself, she'd gotten up and changed out of her robe and into an oversized plaid shirt. She rolled her eyes at herself for not even remembering getting up, and opened the door. "Cordelia?"

"Hi."

The Seer was holding two cups of coffee and a box of doughnuts. Willow stared at her in shock for a minute before remembering her manners. "Um ... come in."

Cordelia walked in and sat down on the couch. She pointed to the bathroom. "I'll keep the coffee warm. You go wash your face um, you know what, maybe a shower would be best."

"Huh?"

"You look like crap, Willow."

"I'm sure I do."

"So? Go shower."

Willow just nodded and went into the bathroom. Cordelia watched her go. Right before Willow shut the door, Cordelia yelled after her, "Oh, and Willow? Use a lot of conditioner. You'll need it. Your hair's standing almost straight up."

Twenty minutes later, Willow emerged from the bathroom to find Cordelia thumbing through one of her Wicca books. "You feel better?" the brunette asked without looking up.

"Yeah. What kind of coffee did you bring me?"

"Double mocha cream."

"Thanks." Willow sat down beside her on the couch and reached for the coffee. "What brings you up here with breakfast-y goodness, Cordelia?"

The Seer stared at Willow before rolling her eyes. "You've got to be kidding me."

Willow sighed. "Can't I have a few minutes of delusion before you bring up last night? Can't we just pretend for a minute that everything is fine?"

Cordelia shook her head. "I think you've done enough pretending, Willow. Tell me what's going on."

Willow took a sip of her coffee, deciding to go for broke. If Cordelia wanted to know, then Willow would tell her all of it. "Well, it started with this she-wolf named Veruca..."

For the next thirty minutes, Willow filled Cordelia in on everything that had happened, from Oz leaving to the beginning of her relationship with Angel. Cordelia stared at Willow for a full minute after the redhead had finished talking. "So, that's it?" the Seer asked.

"It's a lot."

"Yeah, I know it's a lot. But, that's it? You have all these major things to get through... Oz cheating and leaving, Spike's perverted behavior, and your odd little habit of swooping into dance clubs to mess with the minds of random men. And," Cordelia paused for emphasis. "You've got this relationship with Angel."

"What's your point?" Willow interrupted, annoyed that the other woman had managed to trivialize the pain she was in.

Cordelia lifted her eyebrows. "Willow, what are you thinking? Why haven't you told Buffy or Giles, or even Xander about the way Spike's been treating you? If it's because he's said he'll tell them you like it, tell him to fuck off and go tell them before he does. You know damn well that Buffy would have staked him in a heartbeat if you'd told her!"

"It's not that simple..."

Cordelia held up her hand. "I know. There are a lot more details than just what's been going on between you and Spike. I'm not finished yet," she said before taking a deep breath. "Let's just talk about the dancing, cause it seems to be a growing theme here."

"The dancing?"

Cordelia rolled her eyes and Willow sighed. "Fine. Let's talk about the dancing. What do you want to know?"

"Well, when you and Spike dance ... you said it was like foreplay. Is that how you dance with the men in those clubs?"

Willow nodded. Cordelia pressed her lips together, her eyes closed. Willow watched as a tremor traveled through the brunette's body. "Willow."

"What?" she responded, trying to sound innocent.

"You know what. Any one of those guys could have ... Willow, they could have hurt you. Hell, they could have killed you."

"I know."

"Then why-"

"Because," Willow shouted. "It makes me feel better. It puts me in control."

Cordelia blinked, understanding instantly what Willow meant. "It lets you have the control Spike denies you."

Willow nodded.

"And with Angel? Does he let you have control?"

Willow thought for a minute. "It's never been a real issue. Well, except..."

Cordelia arched her eyebrows, and Willow exhaled slowly before saying, "Except that night we went to the demon club."

"Demon dance club?" Cordelia asked, wanting to clarify.

Willow nodded. "Yeah."

"What happened?"

Willow looked down at the floor. "I used my dancing, my body, to get Angel out on the floor with me. I danced with half the club before he came out there."

"You used dancing to turn him on?"

"Yeah."

Cordelia was silent for a long time, processing all of the information she had been given. Finally, she looked at Willow and asked a question she'd been wanting to ask for a while. "Willow, are you happier now?"

The redhead stared at her, confusion on her face. Cordelia sighed and rolled her eyes. "Since you and Angel started your relationship. Are you happy?"

"I don't know. I thought I was, but ..."

"Last night with Spike..." Cordelia finished.

Willow nodded. "It was the same as ever. He turned me on. Angel and I fought about it."

"He was angry at you?"

"I'm not sure."

"If he was angry with you over this, over the way you reacted to Spike," Cordelia said softly. "Then he and I are going to have words about the way women react to their stalkers."

Willow took a sip of her coffee and grimaced. "This is cold. You want a coke or something?"

Cordelia nodded and Willow got up and moved to the refrigerator. She'd not been spending much time in her room at all, so she still had half the bottle left from when she ordered her pizza days before. She pulled two plastic cups from the cupboard and poured the soda. She turned back to the couch and saw that Cordelia was munching on a doughnut. Willow grinned. "Hungry?"

"Yeah, I'm a sucker for Boston Cream..."

"I prefer the jelly filled myself. But I don't get to eat them very often ... between Xander and the rest of the gang, well, they get to the box faster than me."

Cordelia laughed. "I remember."

Willow pulled a strawberry filled doughnut out of the box and began to nibble on it. "You asked me," she directed at Cordelia. "You asked me if I was happy."

The Seer nodded and waited for Willow to continue.

Willow thought for several minutes. "Maybe. I'm not sure. When I'm with Angel, it's like the world stops and it's just me and him. He makes me feel special and up until last night I thought that he'd fixed everything. But then Spike showed up..."

Cordelia put her doughnut down and stared at Willow. "You mean to tell me that you thought jumping into bed with Angel had fixed everything? What, you and Angel have sex out of the blue one night and suddenly all is right with the world? It doesn't work that way, Willow."

The redhead was quiet for a long time, eating her doughnut as slow as possible. Cordelia didn't push, she simply finished her doughnut and grabbed another. Willow finally looked up. "You're right."

Cordelia sighed, her eyes closing. "Willow, this is one instance when I don't want to be right," she said opening her eyes and looking directly at the witch. "You've been through a hell of a lot and, I'm afraid that it's going to get worse once Buffy knows. And, if Angel wants to live in denial-land about her finding out, so be it. You and I know that she will. The way Spike drives, she probably knew last night before you and Angel had your fight."

Willow nodded, knowing that the other woman was right. "So what do I do now?"

"Well, I for one think you should call Buffy."

"I can't. Not after what Angel told me ... I don't think I can ever talk to her again, Cordelia. I'm too ashamed, and she's going to hate me. And before, when I thought he was over it, well things were different, but now..."

"What do you mean?" Cordelia asked interrupting Willow's babble, confused at the new direction the conversation was taking.

"The first time that Angel and I were together was an accident, a spur of the moment thing, and I never would have let it continue if I thought he still had feelings for Buffy."

"What are you saying?"

Willow bit her lip as tears once again filled her eyes. "Last night Angel told me that the reason he doesn't want Buffy to know is because he still loves her."

"You're serious?" Cordelia asked.

Willow nodded. "Yeah."

"That bastard."

Willow was silent for a long time as she and Cordelia both thought over all they'd discussed. She finally looked over at the Seer and asked, "You really think I should call Buffy, don't you?"

Cordelia nodded. "Yeah. It'll be hard, especially after what Angel told you ... I mean, you're going to come off as the bad guy no matter what, Willow. And at this point, I don't think Angel will say anything to change that," the she paused and took Willow's hand.  "Buffy will twist this around to make it your fault; she'll have Angel as the innocent victim in minutes, but you still need to do it.  Get it over with, face her over the phone before you have to face her in person. You can do it."

Willow nodded, knowing Cordelia was right. "And what are you going to do?"

She arched an eyebrow. "I'm going to go downstairs and pretend to get some work done while actually shooting death glares at my boss."

Willow laughed. "Sounds fun."

"I'll be downstairs if you need me, okay?"

Willow nodded. She didn't notice when Cordelia grabbed the doughnuts and left the room. All she saw was the phone sitting on the desk. 'I really don't want to do this,' she thought. 'But Cordelia's right. It has to be done.'

***

Willow hung up the phone and stared at it silently. She wiped the tears from her eyes and sniffled, Buffy's words still stinging. 'Well, I knew it would be hard,' she thought. 'But knowing is sure different that actually hearing your best friend say the words.'

She took a deep breath and stood up, deciding that being downstairs with Cordelia would be better than being upstairs alone. Besides, she knew she couldn't hide from Angel forever. She dried her tears and left her room. When she stepped into the lobby, she saw Gunn and Wesley enjoying the rest of the doughnuts and Cordelia sitting at her computer. She was about to say something to gain the Seer's attention when the door to Angel's office suddenly opened.

Willow sucked in a breath, drawing all eyes to her. Angel looked at her with an emotionless, blank look on his face as though he'd never seen her before. That, combined with Buffy's harsh words brought fresh tears to her eyes, an occurrence that didn't escape anyone in the room.

Cordelia was the first to react, surprising everyone by jumping up and hugging Willow tightly. "You talked to her?" she asked quietly.

The redhead nodded, her tears beginning to fall. Cordelia felt the smaller woman begin to cry and held her closer. "It'll be okay, Willow."

Willow nodded again, and after a moment, managed to pull herself together. "I hope that it will, Cordy. Thank you."

"No problem."

Angel cleared his throat then, reminding the two of them where they were. Willow turned and saw the looks of concern on Gunn and Wesley's faces. She smiled a small smile at them before turning to Angel. The vampire's face still impassive, Willow steeled herself against the emotions that once again bubbled up to the surface. "We need to talk," she said.

"Now?"

Willow resisted the urge to roll her eyes at his tone. "Whenever is good for you, I suppose."

Angel nodded. "Now is fine."

Willow gazed at him for a moment more before walking back up the stairs, not once looking back to see if he was following her. She entered her room once more and sat down on the couch. The remainder of her Coke was sitting on the coffee table and she picked it up, swallowing some of the sugary drink. Angel came into the room behind her and took a chair across from her. He sat and waited for her to speak.

Willow sighed. "I talked to Buffy."

"About us?"

"Yes," Willow said.

"And I suppose it didn't go well, now did it?"

Willow narrowed her eyes at his hostile tone. "No, as a matter of fact, it didn't go well at all."

Angel looked at her, anger shining in his eyes. "If you'd listened to me and not called her, not told her, then we wouldn't have been having this conversation."

Willow sighed once more. "She already knew, Angel. She was packing a bag when I called. She was going to come up here to ... you know, I'm not sure what she'd planned on doing, but I'm sure it wasn't going to be pretty."

"Spike told her then."

Willow shot him a pointed look and Angel shrugged. "I told him not to."

"And you thought he would listen?"

Angel just stared at her. Silence filled the room. Willow, unable to look at the emptiness of Angel's eyes any longer, turned her head away and stared at the wall. Her pentagram had turned itself upside down at some point during the night and now showed the symbol of the Goat Head. 'Bad luck,' Willow thought idly as a line from Macbeth flashed through her mind. 'By the pricking of my thumbs...' she shook herself out of her thoughts and looked at Angel once more. He'd not moved.

"Would you say something? Please?" Willow asked, a hint of desperation in her voice.

Angel blinked. "What would you like me to say?"

"Just tell me what you're feeling."

The muscles in his jaw tightened and Willow practically see the stress he was holding inside. He looked at her, once more turning cold eyes to her face. "You want to know what I'm feeling?" he asked. "Fine, I'll tell you. What I'm feeling, Willow, is that you overstepped your bounds and told Buffy about my relationship."

"Excuse me? It's my relationship too. And besides, Spike's the one that told her. I just called in hopes of smoothing things over a little bit."

"Well, it didn't work did it?"

Willow's eyes flashed with anger. "No. It didn't work. In fact, I spent the better part of an hour getting yelled at. Buffy told me that the relationship you and I have is wrong, a mistake and that I would pay for it. She called me a bitch, called me a slut. She even went so far as to say that I don't know what the meaning of friendship is. Then she hung up on me."

"Maybe she's right," Angel said, his voice cold and full of anger. "Maybe you don't know what real friendship is."

Willow gasped, her hands digging into the cushions of the couch. She saw Angel's lips moving, no doubt trying to take back what he said, but she heard nothing but the echo of his words in her head. He stood and walked over to the couch, touching her arm. Willow jerked away and stood up. Her blood was rushing hot through her veins; confusion and anger, combined with the tears pooling in her eyes were making it hard for her to see.  She staggered a bit, Angel reaching out to help her. She moved quickly away from him and headed for the door. She didn't take anything with her, she simply left the room with Angel calling after her.

She descended the stairs rapidly, her tears still obscuring her vision. She didn't notice the shock and concern cross the faces of Wesley and Gunn as she rushed through the lobby and out the door, and she did not see the angry former cheerleader bound up the stairs in search of Angel, who had not followed her down. All Willow saw was sunlight and cement as she ran down the sidewalk.

Willow ran for several blocks before collapsing on a bench. She cried then, allowing the tears to fall. She cried for the loss of a friend and the pain of her broken heart. Time slipped away from her and she didn't hear Gunn approach, didn't hear him sit down beside her, didn't even know he was there until he spoke. "You know, if it was dark, you'd be in some real danger sitting there."

Willow looked up, her eyes red and puffy. "Looks like I've been found," she observed.

"Were you trying to get lost?"

Willow shrugged and wiped her nose on her sleeve. "Maybe."

Gunn nodded. "I understand that. You okay?"

Willow shot him a look and he nodded. "Right. Of course you're not. You probably don't want to talk then either, huh?"

She shook her head and they sat in silence for a long time, watching as the sun slowly set. Willow spoke finally, startling Gunn slightly. "I don't want to go back to the hotel."

"Kinda figured that."

"Don't really want to listen to Cordelia all night, either."

"Don't blame you," Gunn said, a hint of amusement in his voice.

"Gunn?" Willow asked.

He looked at her, his head tilted to the side. Willow bit her lip. "Could you take me to where ever it is you and Wesley go home to every night?"

If Gunn was surprised she knew about his relationship, it didn't show. He simply nodded. "Sure."

Together they got up and walked back to the Hyperion Gunn left her at his truck saying he'd be back. After walking a few feet, he turned back and got Willow's attention. "You need anything from in there?"

She thought for a minute. "You have an extra toothbrush where we're going?"

Gunn grinned. "Think we might."

"Then no," Willow said. "I don't need a thing."

Gunn nodded and went inside leaving Willow sitting in his truck, lost in her thoughts.

***

Two hours later Willow found herself sitting between Gunn and Wesley laughing so hard she had tears streaming down her face. They were watching a cheesy vampire movie, and the commentary that both Gunn and Wesley provided had Willow in fits of laughter.

"Guys, stop. Please. My sides are starting to hurt," Willow pleaded.

Gunn smirked at her. "Like you're not thinking every word we're saying."

Willow glanced at the TV where a woman was now moaning as three vampires bit her. She arched her eyebrows. "This is pretty bad, isn't it?"

"I dare say it is the worst vampire movie I've ever seen," Wesley added.

They watched the inaccurate monster movie in silence then, only making fun of it when something was particularly bad. Gunn and Wesley had their arms draped on top of the back of the couch, their hands clasped behind Willow's head. Willow sat with her feet tucked beneath her, quite comfortable and happy. 'Such a nice break from the day I've had,' she thought.

Willow never realized it, having grown sleepy but -- at some point during the movie -- she shifted slightly, moving closer to Wesley. He, however, did notice and snaked his other arm around her small form and pulled her down until her head rested on his shoulder, silently offering his comfort. Willow sighed contentedly and soon fell asleep.

Gunn got up and brought a pillow and blanket from the bedroom. Carefully they lay Willow down on the couch, gently settling her in for the night. Gunn looked at his lover, his expression sad. "She's something else. I don't think I've ever met someone who deserves to be loved as much as she does."

"Yes, she is wonderful and I've always thought it so," Wesley added. "She needs someone to love her for who she is."

"Angel is an idiot." Gunn stated.

"It seems we are in agreement, then."

Neither one of the men noticed as they walked into their bedroom that the redhead on the couch had her eyes open. Willow smiled at their words as she shifted on the couch, getting more comfortable. 'Too bad both of them are gay,' she thought. 'Either one of them would make some girl one heck of a boyfriend.'

~Part: 10~

Cordelia watched Angel walk slowly up the stairs and knew instantly that he had been fighting something. He looked as though he'd been put through the proverbial wringer and then some. Cordelia cringed inwardly at the thought of what the 'other guy' must have looked like when Angel finally walked away from the fight. He growled low in his throat and she rolled her eyes, walking to meet him halfway to his room, knowing better than to try to hide from the angry vampire. He glared at her when she walked up to him, but Cordelia didn't care. She pointed to his suite and waited for him to unlock the door. "Sit down," she commanded.

"Cordelia ..."

"Don't even think about trying to force me to leave, mister. You and I have a hell of a lot to talk about."

"I don't want to talk-"

"Do you really think I care about what you want?" she snapped.

Angel sighed and sat down wearily. Cordelia took the chair across from him and settled her hard gaze on the vampire before her. "Do you have any idea what you've done?"

"Broken Willow's heart? No, Cordelia, I've got no idea at all how badly I've fucked things up." Angel said sarcastically.

***

Willow opened her eyes and had to stifle a gasp of surprise. Wesley was standing in the kitchen washing dishes in nothing but his boxers. She allowed herself a moment of wide-eyed ogling before she realized who she was looking at and had to bite her lip to keep from giggling. "Wesley," she said after she had regained her composure. "If I had known that's what you were hiding under all those stuffy suits, I think I would have given Cordelia a run for her money back in Sunnydale."

"Ah yes, who would have ever guessed that the poncey Watcher who screamed like a girl would have such a delightful physique?"

Willow couldn't stop herself then ... she laughed and laughed until tears were streaming down her cheeks. Wesley finished washing the dishes and pulled a shirt over his head before walking over to the couch. "I'm so glad you find this so amusing."

"You've got to be kidding me," Willow said wondering how he could doubt himself. "Gunn is one hell of a lucky man."

Wesley blushed. "Thank you," he said.

"Just telling the truth. So, what are you doing up?"

Wesley sighed. "I have insomnia. Gunn is a very light sleeper so I don't usually stay in the bedroom when I can't sleep for fear of disturbing him. If I had known you would wake up so easily I would have chanced disturbing Gunn."

Willow waved his concern off. "Don't worry about it. I don't sleep much anyway. In all honesty, I've gotten more sleep since I came to LA than in the last three years in Sunnydale. And that's saying a lot considering how um ... busy Angel and I have been."

Wesley chuckled. "Indeed. May I ask you a question, Willow?"

"Sure."

"How are things back in Sunnydale really going?"

Willow sighed. "You've figured out things aren't as hunky-dory as I've made them out to be, huh?"

Wesley nodded and Willow continued, saying, "Well, last year was tough on all of us ... there was the whole ADAM thing, plus all the changes we were all going through. It was just really stressful. And now ... well, Buffy and Xander seem to have put all their differences aside and are now even going on double dates. And Giles is adjusting to life again -- he's even considering going into business for himself, he just doesn't know what type of business to get into."

"And you?" Wesley asked.

"I'm okay. Things could be a lot better, but all in all, I'm all right. I mean, I've got to deal with Spike's crap all the time, but I've gotten used to that. Right now I'm more concerned with this ooky feeling I've been having. Mix my feeling with Buffy being nervous and any self respecting Hellmouth survivor would be worried."

Wesley caught the reference to Spike, but let it go, choosing instead to focus on why Willow was nervous. "Meaning?" he asked.

"Something's up in a 'something wicked this way comes' way. I can just feel it. And Buffy feels it, too. We just don't know what it is."

"Have you spoken to Mr. Giles about this?"

Willow shook her head and Wesley ran his fingers through his short hair. "Well then, let me break out my poncey watcher suit ... what, Miss Rosenberg, can you tell me about this feeling you've been having?"

She giggled at his suddenly serious tone. He'd gone from being the relaxed, confident Wesley she'd met in LA, to the pompous, annoying Wesley she'd known in Sunnydale in about five seconds flat. She managed to stop giggling, but still grinned at him. "Um ... you see, Mr. Wyndam-Pryce, it's like this: I've been having strange dreams, all of the mystical guides I've consulted are pointing to trouble, and well, there is the matter of a spell I did."

"A spell?" Wesley asked, his tone normal.

Willow nodded. "Yeah. Okay, you remember the other day when we were talking and I brought up Dawn? It took you a minute to remember her, right? Well, it's that way with everyone. And I mean everyone. Anyone who has met her before has trouble placing her name for a good minute, sometimes more."

"Willow," Wesley said. "Dawn is young-"

"I know," she said, breaking in. "Dawn is Buffy's annoying little sister, but there's more. See, back in June, I did this spell to try and figure out what was wrong with me. It was a revealing spell. And, instead of it showing me what was wrong with me, well, something else happened. Everywhere I saw Dawn, she would flash in and out ... and when I looked in her room, it was nothing but boxes -- like a storage area. And then, that night, right before the spell wore off, Dawn walked into Giles' apartment and she ... she wasn't Dawn."

Willow paused and took a breath, focusing her thoughts. "She turned into this big green ball right in front of me. It was so weird. Then, the spell wore off and I passed out. When I woke up, Giles was too busy lecturing me on why I should not be working such dangerous spells without an anchor that he never let me tell him what it revealed."

Wesley stared at her in shock as he processed all that she told him. "Do you know what it was you saw?"

"No. Do you?"

"No," Wesley said. "I haven't a clue. But, I might have a theory on how to figure it out. Let me think on it a bit. In the meantime, I don't think you should mention this to anyone else. Let's work on it together. It may turn out to be nothing, and frightening the others would serve no purpose if that's the case."

Willow nodded. "Yeah. I agree. But, you'll help me, right? 'Cause I've not been able to find anything on my own."

"Yes, Willow," Wesley answered. "I'll help you."

Willow smiled brightly at him and Wesley took the opportunity to ask if he could ask her another question. She nodded and he continued, saying, "It concerns me that Wolfram and Hart have taken such an interest in you. Do you have any idea how they even heard of you?"

Willow shrugged. "Maybe ... I mean, after researching them, I pretty much figured out that they wanted me for my power -- my magic. And, if that's the case, then there's a couple of things that might have caught their eye. The enjoining spell that we did to stop ADAM for one, or the time Giles and I worked that spell to prevent those demons from opening the Hellmouth back in my senior year. Heck, it could have even been my big cablooey spell ... the 'my will be done' spell that started the whole Spike mess. But," she said. "I bet that it was the time I restored Angel's soul."

Wesley stared at her wide-eyed. "You have quite the impressive magical resume, Willow."

"Nah, I'm just getting started ... I'm still a novice even."

Wesley nodded. "Exactly. Willow, you are currently more powerful than most witches could ever dream of becoming. And for you to have only been practicing for a few years ... it's very impressive."

"And scary. I think I scare Giles sometimes."

"You very well might," Wesley said. "Power of this magnitude cannot be taken lightly. You could do a lot of damage without even realizing you had done anything at all."

"Been there, done that."

"The 'my will be done' spell?" Wesley asked.

Willow nodded. "Goddess, I wish I could go back to that night in the girls bathroom at the dorm and not work that stupid spell. I wouldn't have half the problems I do now ... or at least the big one would be gone."

Putting two and two together, Wesley met Willow's eyes, stating, "Spike."

"Yeah."

"Tell me what happened."

Willow shook her head. "No, you'll think ... you'll think I'm bad if I do."

Wesley looked at her confused and took her hand when he saw the dejected look on her face. "Willow, I could never think you were bad. You are one of the sweetest girls I've ever met. Nothing can change that. Has Spike done something to hurt you?"

"Not physically, at least not really," she said softly.

Wesley closed his eyes as his years of Watcher's training came back to him. Pages and pages of documented encounters between Watchers' and William the Bloody flashed through his mind, images of the same Watchers months later -- after they'd taken their own lives because of the vampire's constant taunting, because of his mental torture -- shone brightly behind his eyes. He sighed. "What has he done to you mentally, though? Willow, sweetheart, you can tell me. I promise I'll think no less of you if you do."

"Promise?" she asked, still unsure.

"Promise."

Willow took a deep breath and began the long version of the story, beginning with Oz's betrayal. Wesley listened silently until she was finished and then did something that surprised Willow. She had -- despite him promising not to -- expected him to ridicule her, to ask her to leave; but instead, Wesley reached out and pulled her into a tight hug, whispering in her ear, "Willow, you are not a sexual object. You are so much more than that. You are an intelligent, beautiful, funny, wonderful woman who has so much to offer the world. Anyone who can't see that is blind. It's as simple as that."

When he had finished speaking, Willow's eyes were filled with tears. And, for the first time in over a year, Willow truly cried, no emotion held back. She cried for all of the things she had done with Spike, all of the things she had done with Angel, and all of the things they'd done to her. She cried over the loss of what little innocence she had managed to hang on to over the years. Her sobs were for more than the loss of a man, her first love; over more than the torment of another. Her tears for more than the mess she'd gotten herself into with Angel.

Wesley held her hand and stroked her back as she cried for herself and the shell of a person she had become. Willow cried, clinging to Wesley until she had no more tears. When she finally pulled away from the former Watcher, she realized that she felt more like herself than she had in years.

She wiped her eyes and looked up to see that Gunn had joined them, and that it had been him holding her hand while she cried. "I'm sorry, I didn't mean to wake you up."

Gunn shook his head. "It's not a problem, Willow. Besides, I kinda like being woken up to the sound of laughter ... it's a nice change from the normal."

"Laughter?"

Gunn grinned. "Yeah, something about a poncey watcher?"

Just that little reminder of what had sparked the conversation between her and Wesley made Willow giggle. The fact that Gunn had heard absolutely everything else didn't bother her at all. She continued to giggle until she had to hold onto the couch cushions to keep from falling over. Watching her, Wesley rolled his eyes. "I'm going out for doughnuts. Gunn, do not believe anything she tells you about me. I can almost guarantee that it will all be fabricated and quite far from the actual truth."

That only made Willow laugh harder and served to make Gunn even more interested. As soon as Wesley had walked out of the door, Gunn turned to her and asked. "So, was he really more of a nerd than he is now?"

Willow snorted. "It was terrifying to watch."

"Tell me stories?"

Willow grinned. "Sure. As long as you promise me one thing."

"Anything."

"If Angel comes by today, I don't want to see him."

Gunn nodded. "Done. Now, tell me about the first time you saw Wes."

***

Cordelia stared at Angel in shock. She hadn't expected him to admit to doing anything wrong at all. "Well, at least you know it's all your fault."

"Yeah." Angel said, his voice still harsh.

Cordelia narrowed her eyes. "You know what? You can just stop with that tone of voice. I'm not on your side here. Deal with it, and start acting like an adult instead of a two year old."

"You're not on my side? You're my Seer!" Angel barked, angry that she was not sticking up for him.

"So I'm your Seer, big deal. Do you have any real idea as to what you've done? You did the worst possible thing to Willow that you could possibly do." she stated, her voice getting louder.

"Told her I love Buffy? Called her a bad friend?"

Cordelia groaned. "No, you stupid jerk! You made her feel ashamed for what Spike did to her! You made her feel like it was her fault ... that she was cheating on you. You made her feel dirty, Angel."

Angel's eyes were closed and Cordelia could almost taste the tension in the air. She took a deep breath and continued, saying, "Angel, what Spike has been doing to Willow is really no different from that stalker case we worked back when we first opened. You remember it, don't you? The creepy doctor who could take his body apart?"

Angel nodded and waited for the woman to go on. Cordelia gathered her thoughts and said, "That woman, the one he was stalking, had no choice in the matter. He refused to leave her alone and he broke down her self esteem. Angel, my God! I listened to you tell her that she was better than that! I listened to you tell that woman that she could be more than a victim. Why the hell didn't you tell Willow those same things?"

"I did! And she still let him do those things to her!" Angel shouted.

"Yeah, she did. Because he's got power over her, Angel. She is so scared of him she could barely move after he came in. She is terrified of him! Why can't you see that?" Cordelia yelled back.

Angel was silent for a long time, and Cordelia used the silence as an attempt to regain control of her temper. Finally, Angel spoke. "I know he is a bastard. And I know what he does to her. But, Cordelia, when I walked in and saw her ... saw him above her ... saw how she was reacting ..."

"You got jealous." Cordelia said softly.

He nodded and after a moment shrugged slightly. "Yeah. I guess I did. What do I do now, Cordy? How do I fix this?"

Cordelia took a deep breath and answered her boss honestly. "Grovel. And pray to whatever god vampires pray to that she takes you back. Or at least forgives you. And give her some space ... time to distance herself from all the emotions. It'll be what she needs."

Angel nodded. "And if she doesn't forgive me?"

Cordelia arched an eyebrow. "Then you do your damnedest to smooth things over between her and Buffy so she can go home without worrying about having an angry Slayer to deal with on top of everything else."

"What if she doesn't forgive me, Cordelia?"

The Seer heard the sheer desperation in her bosses' voice and part of her icy attitude melted. She realized he really did know that he had messed up and was regretting it now. In her mind, she tried figure to out which approach would work best with Willow. She pictured the witch in her mind and smiled. "Angel, it's going to be a long, hard fight, but I think you can win her back. With my help of course."

"How?"

"Well," Cordelia said. "First off, I'll go over to Wesley's today with some of her clothes and other personal stuff, and you will send something heartfelt with me. And I don't mean go out and buy something. I mean make her something or bake her something ... anything that will seem like you are really trying to apologize. And then, tomorrow, you'll go over there after sunset to talk to her. And just talk, mind you. If she's not ready to come back here, don't force her. Okay?"

Angel nodded. "And then?"

"And then, we'll have to wait and see."

"Right. Are you going home tonight?"

Cordelia shook her head. "Nah, it's too late. I think I'll crash in my room here, if that's all right."

"You're always welcome, Cordy. You know that."

The Seer nodded and left the room, not seeing Angel slump down in his chair, the full weight of his emotions and guilt getting the better of him.

***

Willow and Gunn were asleep on the couch when Wesley got back with the doughnuts. He smiled at the picture they made curled up together on the couch, Willow's porcelain skin a stark contrast to Gunn's dark ebony. He was pondering over the complex nature of Willow's problem when Gunn's voice brought him out of his thoughts causing him to jump. "It's really not polite to stare, English."

Wesley was about to retort when Willow's voice broke in. "That's what Miss Calendar called Giles. I wondered why it sounded familiar. It's so strange when memories come out of the blue like that ... always at the weirdest moments."

"Dang, man. She can even babble in her sleep!" Gunn teased.

Willow slapped blindly at Gunn's arm, her eyes still closed. "I'm not asleep, I'm just comfortable."

Wesley grinned. "You two are acting like siblings born too close together."

The redhead sat up. "Really?" she asked with a grin. "I never had any brothers or sisters. Well, I had Xander, but he didn't really count, 'cause I was in love with him half my life and that would just be gross if I actually had considered him to be like a brother."

"Indeed." Wesley said with a smirk.

"I had a sister," Gunn said suddenly, softly. "She was killed by vampires and I had to stake her."

Instantly, Willow took his hand and Wesley was at his side. Willow bit her lip. "I had Jesse. He was as close to a brother as I guess I'll ever have. Xander, Jesse, and I were inseparable for years ... from kindergarten until our sophomore year of high school. He was turned by Darla the night I first found out about vampires. Xander had to stake him."

Gunn met her eyes and nodded, realizing that Willow understood what it meant to lose someone you love to a demon. They turned to Wesley and waited. He lowered his eyes. "I'd just completed my third year at the Watcher's Academy and was home for the summer. It was the first time I ever met my father's Slayer, Rebecca. She'd been away each time I'd been home before that. We fell for each other quickly and by midsummer, well, I'd taken my first lover. She was killed about three weeks later by the local master."

The three of them, connected by their grief, smiled softly and rose to enjoy a very early breakfast of coffee and doughnuts. Or, in Willow's case, doughnuts and milk. She told the amused men that she wanted to be able to sleep at some point during the day, and that she didn't think the apartment was big enough to contain her caffeine-influenced self. They'd just laughed and passed her a strawberry jelly-filled doughnut.

***

Angel sat alone in his room thinking about the mess he had made. He had finally, for the first time in his unlife, had something real. Even now, when he had admitted to still loving Buffy, he knew that a relationship between them would never work. He growled softly at himself as he thought of how insane it had been of him to let Willow run out of the hotel earlier in the day. Knowing he could have stopped her before she even reached the end of the hall did nothing to improve Angel's mood. He thought only of the things that he could have had with her, the life he could have led -- and enjoyed immensely -- if only he had stopped for one minute to think before he spoke. "I seriously don't know how I've lived this long. I am a very stupid vampire," he said aloud.

"You got that right," a voice said from the darkness. "You didn't even know I was here."

Angel rolled his eyes. "I'm not in the mood for this and I'm not going to let you stake me, Xander. Go away."

"No. And I'm not here to stake you." Xander said from the darkness.

"Then why, pray tell, are you here?" Angel asked.

"Pray tell? What mind altering drugs are you on, man? The kind that take you back in time a hundred years? 'Pray tell' ... God, who talks like that?" Xander said, intentionally goading the vampire.

Angel started again when he heard a type of scoffing noise right before yet another voice filled the room. "I beg your pardon? You know damn well I speak in that manner, Xander."

His eyes wide with disbelief, Angel asked, "Rupert?"

"Hello, Angel," came the cool reply.

"I'm not going to let you stake me, either," Angel clarified, making sure both men knew he would not allow himself to end up a pile of dust at their hands. "At least not tonight. I've got something to take care of first."

"No one is here to stake you," Giles said, slight amusement showing in his voice.

Angel finally stood and turned to face his uninvited guests. "Then why are you here? And how the hell did you two get up here without me hearing you? I'm a vampire! You are not supposed to be able to sneak up on me!"

"You seemed a bit distracted, Angel." Giles said.

"Distracted? Giles, he was talking to himself. And now he's whining."

"Xander ..." Giles said, his voice showing annoyance. "Angel, we're here about Willow."

Angel nodded. "I thought as much."

Giles met the vampire's gaze and asked if they could speak candidly. Angel nodded and Giles continued. "We're here because it seems that you and Willow have grown close, at least that's what we think we've gathered from Spike and Buffy's ranting. Is that true?"

Angel nodded. Xander popped his neck to relieve some of the tension that had built up. He glared at Angel, anger shining in his eyes. "Great. I'm not going to pretend to be even the slightest bit happy about that delightful bit of new development," he said. "But, Giles and I were hoping you might be able to help us with something."

"Help you with something?"

Giles nodded. "Yes. While Buffy is extremely unobservant, especially for a Slayer, Xander and I are not. And, for the past several months we've noticed a few things that seem odd. Neither one of us thought anything of it until Spike came back from LA so angry that you and Willow have begun a relationship that he told Buffy to hurry down to stake you."

"Yeah," Xander said, breaking in. "It was last night that Giles and I finally talked. And we were hoping you could tell us what in the hell is going on between Willow and Spike and why she's been acting so strange lately."

Angel sighed. "We'd better go downstairs. It's more comfortable and you're not going to like what I'm going to tell you. Just know now that I'm not going to betray her confidence. I'll tell you what I've observed and nothing more. All right?"

They nodded and followed Angel out the door. Giles touched the vampire on the shoulder. "Where is Willow, Angel?"

"At Wesley's. We had a fight. I'm an idiot."

"At least you admit it." Xander quipped.

"Can I hit him if he keeps doing that?" Angel asked Giles.

"Yes, Spike having that chip has made him lazy ... made him forget that vampire's are demons."

"Hey!" Xander exclaimed. "You just said he could hit me!"

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