Part 1
 

She'd been crying again. She always tried to hide it from everyone, but
she'd never be able to fool him. The instant she walked through the
Watcher's door, he knew. He just wished there was something he could do for
her....

At length the girl's obvious sadness became too much for him; taking
advantage of everyone else's distraction, he sat next to her and attempted
to offer what support he could. "How you doing?" he asked quietly.

Willow glanced over at him, and gave a weak smile. "I'll, I'll be all right.
Really."

"I'm sorry, pet," he admitted, low enough that even sitting right next to
him, she barely heard.

"For what? Spike, it's not your fault."

"I encouraged you to get involved with her, I--I thought she'd be good for
you. I should've just--" he cut himself off, not wanting to give vent to his
more violent thoughts on the subject and risk scaring her.

She sighed in agreement, but knew she didn't really want for him to have
done...whatever it was he'd been thinking about. "It's not your fault," she
repeated, matching his low tones; if the others heard any of this, awkward
explanations were sure to follow. "You didn't know--none of us did. You said
it yourself: you thought she'd be good for me. You were trying to do the
right thing, to look out for me, and believe me, I appreciate that. I don't
blame you at all."

She waited for a response; when none came, she glanced over to find him
glowering. Until about a year earlier, that expression on his face never
failed to make her afraid, even after he got the chip. Ever since the whole
Buffy/Faith body-switching episode, however, she found herself trusting him,
at least insofar as she believed he would not intentionally hurt her.
Perhaps she was being foolish--he'd never said anything further to indicate
his feelings for her remained what he'd hinted at the time--but he didn't
seem like the type to...to stop caring for someone after such a short time.
She only needed to look at how long he'd loved Drusilla to come to that
conclusion; and while she didn't begin to pretend that he'd ever feel the
same way about *her*, the mere fact that he'd said anything at all, not to
mention given so much thought to the problems any potential relationship
between them would have--and didn't simply dismiss those problems in favour
of some temporary fling, like he'd had with Harmony--well, she couldn't help
but feel he must still care about her a little, at least as a friend. Not,
of course, that he'd ever admit as much.

But even though she was no longer scared of him, she didn't like to see him
so...gloomy. She knew from past experience that if left to his own devices,
his mood would only get worse, until finally he lashed out at one of the
Scoobies--probably not Willow, but you never knew. It would be all right if
she knew he *would* direct his anger and frustration her way, since at least
she understood some of where it was coming from, but if he was already
concerned about her, Spike might turn it on someone else. Buffy, probably.
Which meant that Willow would have the unenviable task of keeping the two of
them from destroying each other, Spike with words, Buffy with her
ever-present stake. You'd think that after all this time, they'd learn to
get along, but frankly, she didn't think either of them were even trying. So
she would have to get him out of this mood before it was too late to do
anything about it.

"And, hey, even if you'd known she was lying to me like that, what could you
have done? We thought she was, was h-human, so for all you knew, you
couldn't so much as, as point a toy gun in her direction."

"Yeah, but I should've known. Shoulda felt that Tara was another demon. It's
like a survival instinct, you know? You spend that much time around a fellow
demon, you just *sense* it, even if they look human. Only...I didn't. I
never had a bloody clue. And look what happened," he grumbled.

Willow started to protest, but noticed Buffy shooting concerned glances in
their direction. "Um, I really don't think we should talk about this
here...."

"Yeah. Right." Spike thought for a minute, then got up, grabbed his coat,
and left the apartment. A few minutes later, Willow decided to return to the
dorm; she clearly wasn't being much use that evening with the research, so
she told Buffy she was heading home, reassured her that she'd be fine
without an escort, and left as well.

She'd barely left Giles' apartment complex when she saw a familiar figure
leaning against a tree, apparently waiting for her. Wordlessly, Spike fell
into step beside her, as he'd done so many times in the past year. They were
halfway back to campus before Willow spoke again.

"Spike, what's wrong with me?" she asked plaintively. "I mean, first Oz
cheats on me and runs off, then he returns but has to leave again because I
make him go all wolfy when even the full moon doesn't anymore, and now I
find out Tara's been lying to me about even being human for over a year!
What do I keep doing wrong?"

"Stop that, Willow," he told her harshly, coming to a stop and turning her
around to face him. "It is *not* your bloody fault! None of it! Those morons
just didn't recognise a good thing when they had it. There is not a bloody
thing you could've done differently to change that. I don't want to hear you
blaming yourself again, understand?" He refused to release her gaze until
she nodded reluctantly; he gave her shoulders a gentle, comforting squeeze
before letting her go and resuming their walk.

Just before they reached her dorm, Spike stopped her again. "Willow...you
know this kind of thing isn't easy for me to say, but...I hope you know that
you can come to me. When you need to talk. Or cry, or yell, or just plain
hit something. I mean, that's what friends are for, yeah?"

"What, beating up on each other?" she managed to joke with a faint smile in
her voice.

"Yeah, love," he returned with a grin. "That's what's wrong with you
humans--not enough violence in your friendships."

"I'll keep that in mind," Willow replied dryly, turning to open the door.
Just before she disappeared into the building, she looked back at him.
"Spike? Thank you."

"Anytime, pet. Anytime."

Part 2

Slowly, Willow was starting to deal with the whole Tara mess. It helped
tremendously that this time, her friends actually seemed to be trying to
help her through it. Well, Anya just kept talking about how much she hoped
Willow wouldn't try to do any magic this time, but Buffy and Xander were
making an effort to be more understanding than they had the year before. It
was hard, she knew, but they took time out of their own relationships to try
and cheer her up, or distract her, or just listen to her. Even Giles did his
best, despite still being uncomfortable when it came to relating to them on
a more personal level; he kept offering ice cream or chocolates, which at
least made her smile. And he was comforting, just by being Giles; sometimes
when she wasn't feeling up to being sociable, she could go over to his place
to sit in silence as he went about his day and find herself feeling better
after a while, simply from knowing he was there for them.

It was amazing how much easier it seemed, dealing with Tara's betrayal of
her trust, with everyone giving her the support she'd been denied when Oz
had left. In her gloomier moments, she couldn't help suspecting they just
didn't want a repeat of that horrid will-be-done spell, but deep down she
knew that was being unfair. Their whole group had grown closer ever since
the bonding spell, more like they'd been in high school. But the person who
was helping her most was Spike.

During the past year, they'd begun spending more time together--just
informally, as friends, but it meant that she'd started to feel close to
him, former enemy or not. They'd even managed to get past the pain he'd
caused her with some of the things he'd said back when he was working for
Adam, trying to drive the Slayerettes apart. And ever since they'd uncovered
Tara's deception, he seemed determined to take care of her. Willow had no
doubts that if her ex-girlfriend were still in Sunnydale, Spike would have
hunted her down in retaliation, and while she was glad that hadn't happened,
she couldn't help but feel touched. It was so rare that she had someone who
cared enough to fight for her like that. He always knew how to cheer her up,
too--and he was a great storyteller. She'd spend hours just listening to him
tell stories from his past, thankful that he limited them to ones that
didn't involve much in the way of blood or other ickiness. Knowing there was
lots of it in her friend's past was one thing, hearing the details quite
another.

But he did more than just distract her. He listened to her, took her pain
seriously, commiserated, and even encouraged her to rant and rave and yell.
Spike was, not suprisingly, a big believer in the cathartic power of anger,
and was quite willing to be the object of hers, if it helped relieve some of
her feelings over Tara. He never failed to make her smile with his snide
comments and dry, sarcastic wit. In fact, when she was feeling resentful
towards her other friends, she could count on him to insult them--and
somewhere during the course of her automatic defenses, she'd invariably
remember why she cared about them so much. Somehow she always came away from
spending time with Spike happier than she'd been before.

She knew her other friends still hated him, however, so she thought it best
not to let them know she and Spike were spending so much time together. She
actually trusted him not to say anything, even though normally he loved
stirring up trouble among the Scoobies. He wouldn't do something to hurt her
like that now, while she was still getting over the last time someone
betrayed her trust. It wasn't too difficult to make time to spend with him,
without telling the others that was where she was, though; they weren't
leaving her almost entirely at loose ends like the year before, but Buffy
and Xander also seemed determined not to smother her, so there were always a
few nights each week when they left her some time to be by herself if she
wanted. She used most of those nights to visit with Spike instead.

She was suprised by Buffy's asking her to give a message to Spike one night,
as she headed off for patrol. Willow tried to disclaim any expectations of
seeing him soon, but her roommate just shook her head and smiled.

"Will, it's okay. I know you and Spike have been...hanging out for a long
time. You think of him as a friend now; I've dealt with that. I still don't
like him, but then, I don't have to. And, I mean, at least you're just
friends--for a while there, back around the time Faith woke up, I started to
think...well, never mind. But friends, I can handle. And...I know we, Xander
and I, weren't exactly doing so hot at the whole understanding aspect of
friendship, back when you were going through this last year. And then I
remembered how you were always there to listen to me talk about Angel, for
so many years, and how much that helped...so I'm glad that you've got
someone to talk to now yourself, even if it *is* Spike."

"Wow, I...I don't know what to say, Buffy. I know you don't like him, but
he's really been great to me, and it means a lot that you're not going to,
you know, stake him or something," Willow said with a grin.

"I'm not so sure about *that*," Buffy teased back. "I can still kick his
ass, and you may want to remind him of that fact if he starts getting all
Big Bad with you."

"I'll be sure to do that! But you'd better go now--you're going to be late,
and I'd really rather you didn't explain to Giles just why, if you don't
mind."

"Gotcha. Anyway, let him know to keep an eye out for that demon, and we'll
pretend I don't know a thing about where you're spending the evening, deal?"

"Deal.  And thanks."

Part 3

It was with a relatively light heart that Willow made her way to Spike's
crypt. Knowing that she didn't have to try and hide their friendship from
Buffy anymore was a big relief.

Of course, that didn't mean she couldn't make *him* worry a bit first....

Stopping just before she came into sight of his new crypt, Willow tried to
school her expression into one of more distress, less happiness. When she
thought she had it, she turned the corner and began approaching the crypt
slowly, eyes downcast, feet dragging.

It worked. Spike was leaning against the side of the building, smoking. When
he caught sight of her, he started to wave a greeting, but then took a
closer look and tossed aside his half-smoked cigarette. He came towards her
quickly, face covered in concern.

"Red? Willow, what's wrong?"

"Oh, Spike," Willow said with a slight sob that she hoped would disguise the
laughter she had to choke back, "it's Buffy, she...she...."

"She what, pet? What did she do to you?" He was getting angry, she could
tell; best to end this soon, before he went off and tried to hurt someone.

"Spike, she...she knows about, about us being friends. She said...."

"What did she say?" he growled.

"She...she said to remind you that if you hurt me, she can still kick your
ass even if you weren't chipped, and that she wants you to let us know if
you see that demon that got away from her during patrol the other night,"
Willow grinned. "She also said that in case Giles asks, she'll pretend she
doesn't know what I do on the nights I'm not with the rest of the gang."

The expression on Spike's face was priceless, she decided. In fact, she
couldn't help giggling, even knowing how much he hated to be laughed at. It
was just too much; she didn't think she'd ever seen Spike stupefied before.
Confused, yes; surprised even; definitely angry, of course; but this.... He
just stood there, blinking dazedly, some of the protectiveness and rage and
barely-repressed violence he'd been feeling moments before still on his face
as he waited for the fact that there was no need for him to rush off and
defend her from the Slayer after all to sink in.

"Well," he said after a few moments, "I'm glad at least one of us is
enjoying this." In all honesty, it *was* good to see her in such a good
mood. He wasn't going to begrudge her this, not after everything she'd been
through in the last couple of years; and this was surely the first time he'd
seen her laugh like that, without that shadow that had lain over everything
she did, since she'd broken up with Tara. He also had to admit that not
having to worry about being staked for simply offering her his friendship
and support was a weight off his mind.

"I'm sorry, Spike, but you should've seen your face! I just couldn't resist.
I'm sorry if I had you worried; I guess I'm in kind of a giddy mood right
now. I just found out that Buffy even knew we'd become friends a few minutes
before I left the dorm, and I'm still surprised at how well she took it,
myself. So just ignore me tonight, or who knows what silliness will occur. I
feel like I've had too much caffeine, or something."

"Nothing wrong with a bit of silliness, love, just so long as it's not
directed at me. Master vampire, remember?"

"Oh, right. Sorry, I forgot to be scared. Do you want me to come back and
try it again?"

He just shook his head in mock exasperation. "Whatever am I going to do with
you, pet? I can't just go around allowing some mere *human* to laugh at me
and live to tell, now can I?"

"But, Spike," she said innocently, eyes wide, "surely as a master vampire
you don't have to conform to other people's rules, right? I mean, how would
it look for a master to let his minions' expectations dictate what he does?"

This time he was the one to start laughing. "You have a point there, pet.
And that's good news, about Slutty. Just don't expect me to go around being
nice to her, or anything, got it?"

Willow nodded. "I know. She doesn't like you, either. But she did say she
was okay with our being friends, so if you could just *try* not to provoke
her too much, I'd really appreciate it. I hate having my friends all
fighting each other."

Spike gave her his most stubborn look, but he couldn't keep it up for long.
He sighed, forced to acknowledge that he couldn't disappoint her when she
was in this mood. Not now. Not when she was really smiling again, and
looking at him so hopefully. "Fine, love, I'll try. But I'm not promising
anything, and if she starts something, all bets are off, got that?"

"Thanks, Spike. I know how hard it is for you to be nice. And I won't even
ask you to be nice to Xander, too--not for, oh, another week or so, anyway."

"Yeah, yeah. Whatever, Red," he grumbled, not wanting to let her know how
much he enjoyed having her joke with him again. "Now, what did you have in
mind for us to do tonight?"

Part 4

Willow was amazed at how supportive Buffy proved to be over the next few
weeks, regarding her friendship with Spike. There were several occasions
where it was clear that she was making it easier for them to spend time
together--covering for her with Giles and the others when Willow missed an
unexpected Scooby meeting, making excuses so she could get out of joining
them at the Bronze or Xander's movie nights when she'd already made plans
with Spike, even limiting the taunts about his chip. It was clear to Willow,
though probably no one else, that the bickering between vampire and Slayer
had grown less mean-spirited, the comments less pointed. She doubted
anything would get the two of them to stop entirely and begin acting their
ages, but they were no longer actually trying to hurt each other, so she was
content. They had apparently called an unofficial truce for her benefit, and
that meant more to her than they would ever know.

She had extra reason to be glad of that when one night she and Spike were
going for a walk and ran into Buffy patrolling--with Xander. Even after her
roommate had taken the knowledge of their friendship so well, Willow hadn't
had the nerve to tell Xander about it. She loved him dearly, and always
would, but their own friendship had suffered in the past couple of years,
and they just weren't as close anymore. She had no idea how he would react,
knowing how much he'd hated vampires ever since learning Jesse had become
one. If he despised Angel that much, even before losing the soul, how could
he possibly accept Spike?

Her first instinct when she saw them coming was to turn and run away, but it
was too late--she could tell Xander'd already seen them. She found herself
unable to do anything but stand where she was, frozen, as the surprise in
his expression turned to distrust and even a bit of anger, his gaze
alternating between her and her companion. Feeling somewhat guilty, she let
go of Spike's hand and waited nervously for whatever Xander might do.

She knew when Spike realised they'd been found out, because she felt him
stiffen beside her, his stance taking on that belligerent air that she'd
come to realise meant he'd gone into protective mode. It would have been
sweet, even amusing, had the situation been happening to someone else;
having this temporarily-defenseless, seemingly cold-hearted vampire
deliberately seek to draw the attention and anger to himself, hoping to
spare her from being hurt.... Who ever would have thought? But she didn't
have time to dwell on that, because Xander was coming towards them, brushing
off Buffy's attempts to restrain him.

"Would someone care to tell me what the hell is going on here?"

"Xander, it's not what it looks like...."

"Really, Will? 'Cause I'm thinking it looks like you've been going around
behind our backs to spend time with our mortal enemy."

"Okay, so it is what it looks like. But it's not what you're thinking! I
mean, Spike and I are friends. And he hasn't been my enemy for a long time;
I trust him. Oh, and Buffy's okay with it, so it's not *really* behind your
backs...." Willow trailed off, knowing that Xander was right. She'd
been...not quite lying to her friends, but certainly deceiving them, and
considering how upset she got about Tara's doing the same to her, what
excuse could she possibly have?

"Buffy's okay with this?" he repeated incredulously, turning to look at her.
"Please tell me I didn't hear that right."

"Um, actually, Xan...yeah, I am. He's been good to her, since, uh, the Tara
thing. A much better friend than you and I were after Oz left. So yeah, I've
decided not to object to their friendship. Besides," she shrugged, "he knows
that if he ever hurts her, I'll have no qualms anymore about staking him, so
we don't have to worry about it."

Willow held her breath waiting for him to absorb that, grateful that for
once Spike was keeping silent. He seemed to realise that this was between
the three of them, and that he could only make things worse if he tried to
interfere.

"But Willow, this is *Spike*! Have you forgotten how he kidnapped us?
Betrayed us to Adam? Tried to kill us I don't know how many times?"

"No, I haven't. But I also haven't forgotten that he helped us get Faith out
of Buffy's body, or...or that he helped Buffy rescue Giles and save us all
from Acathla. Or that he's helped us fight I don't know how many demons
since being chipped. Or that he's been a really good friend to me these past
several weeks. Besides," she couldn't resist adding, her voice rising as she
remembered how she'd felt at the time, "I seem to recall how it was okay for
you to date Cordelia, who'd made our lives miserable for over ten years; but
now I can't be friends with Spike, who didn't torment us for nearly as
long?"

"Wait a minute, that's not fair!"

"Maybe not," Willow conceded, "but it's also not fair for you to try and
tell me who I can and can't be friends with! I love you, Xander, but I can't
let you dictate my life."

"So you're choosing him over me?!?"

"That's not what I'm saying!"

Spike and Buffy just stood watching the two of them, neither one daring to
interrupt. Finally Xander announced, "I'm sorry, Willow, but I just can't
deal with this. I can't stand by and let you...be *friends* with some evil,
homicidal vampire."

"'Let' me?  Xander Harris, you don't *let* me do anything! If I want to be
friends with someone, I will, and if you have a problem with that, well,
that's your problem!" she yelled.

"Oh yeah? If that's how you feel about it, then maybe we shouldn't see each
other for a while!"

"I'm thinking maybe we shouldn't."

She watched him storm off, still caught up in her anger. It wasn't until she
felt Spike's hand on her shoulder that it hit her: she may have just lost
her best friend. Blinking back tears, she turned to face him. "What did I
just do? I--I didn't mean that!"

"I'm sure he knows that, love."

"You don't understand--I can't not be friends with Xander! We've always been
best friends. I can't even remember before we met. I need him," she sobbed.
Spike pulled her closer, and she let herself cling to him as she cried. She
didn't want to have to choose between her oldest friend and her newest. She
needed Xander; he was a part of her. They had so many shared experiences
that no one else could touch. Yet even as she cried over having maybe lost
him, she heard Spike's voice murmuring in her ear, felt his arms around her,
and knew she couldn't give him up, even for Xander. She didn't know what to
do.

When she had cried herself out, she pulled slightly away from Spike and
mumbled her thanks. Glancing up, she was startled by the depth of the
concern she saw in his eyes. Willow found herself unable to look away, and
lost track of how long they just stood there gazing at each other before
Buffy broke in.

"Um, guys, this is all very touching and whatever, but don't you think we
could do this someplace else? Hanging around the middle of Sunnydale this
late at night...well, it just doesn't seem like a good plan for some silly
reason."

Willow turned and looked uncertainly at her roommate, relaxing only when she
saw the understanding smile Buffy gave her. Relieved she hadn't lost *all*
her other friends, she left Spike's arms and went to give her a hug. "Thank
you for standing up for me, Buffy. I just hope he doesn't hold this against
you, too."

"I'm sure Xand'll come around. He needs you, too, Wills; he just forgot that
for a while there. But now, can we please get inside? I'm done with patrol,
and it's getting kinda chilly out here."

Spike strolled over to them. The Slayer may not be his favourite person in
the world, but he knew Willow needed her right now, and could put up with
her for one evening. "Where to, pets?"

"Um..." Buffy paused to think. "The dorm, I guess. I mean, Giles would just
ask what was up if we went over there, and I don't think we want to deal
with this twice in one night."

"Definitely not," Willow agreed fervently.

They had been sitting in the girls' room for about an hour, talking about
whatever they could think of except for Xander, when he knocked on the frame
of their open door.

"Um...can I come in?"

Buffy glanced at Willow to see if she objected before waving him in. He
glanced warily at Spike before taking a seat on Willow's bed.

"Look, I know we both said some harsh things tonight, and I'm sorry. I've
been thinking, and I realised I can't bear the chance that I might have
driven you away. You're right, Will, I shouldn't try to tell you who you
could hang out with. You didn't do that to me when you found out about
Cordy, and you had at least as much reason to be upset, considering. I mean,
it's not like you're going around kissing Spike in closets," he joked,
before panicking.  "Are you?" He gave a sigh of relief when she shook her
head. "But I don't have to like it. And you," he turned to Spike, "don't you
forget that right now, even I can beat you up, and I will if you give me the
slightest reason to."

"Yeah, yeah. I know."

Xander sighed. "Does this mean he's going to be around all the time again?"
he whined.

"And what if it does? Not like there aren't already unwanted members of your
little Scooby Club. I'm fine with her, but the girls and Rupert have never
really liked Anya, and let's face it, *no* one likes Riley. I don't see
where one more universally-disliked member would make a difference, if I did
want to hang around you lot."

"What? They do too like Anya! Tell him, Buffy! Will?"

"Um...actually, Xan...well, she's a lot better than Cordelia," Buffy finally
told him, relieved that there was at least one positive thing she could say.
"Look, this isn't going to get us anywhere. I think we're all pretty much
agreed that no one except Willow wants Spike around, and he feels the same
about the rest of us. But he does have a point; and as long as he's willing
to help out with the slaying," she emphasised with a glare in Spike's
direction, "I don't see any valid reason why we can't tolerate him as we
have other people in the past."

"So...are we friends again?" Willow ventured.

Part 5

Since both Buffy and Xander now knew about Spike's being close to Willow, it
was only a matter of time before Riley and Anya found out, so he began
joining them occasionally when the gang got together for non-slayage
activities. Xander continued to grumble, Riley shot Spike mistrustful glares
all the time, and *everybody* hated it when Anya and Spike started
reminiscing about their past demonic deeds, but for the most part everyone
managed tolerably well. Xander, though he would rather die than admit as
much, even began to prefer the times Spike joined them, since at least it
meant he and Willow weren't off alone possibly doing things Xander got sick
just thinking about. Well, and he hadn't had anyone he could insult so much
without his conscience getting in the way since Angel left. Before anyone
knew what had happened, they were even considering him a member of the gang,
albeit a reluctant one--rather like Cordelia had been at first.

Unfortunately, once they started accepting Spike as one of them, it grew
more and more difficult to remember that Giles still didn't know. They were
so accustomed to trying not to keep anything secret from him after he'd been
so hurt at not being told Riley was in the Initiative that it felt weird,
all of them knowing something Scooby-related that he didn't.

With Willow's birthday approaching, Xander, Buffy, and Giles wanted to do
something special for her; one afternoon they gathered at Giles' place to
make plans, with Anya serving as a lookout in case Willow should drop by.

They'd considered the idea of a surprise party, but soon discarded it;
having been the one to plan Buffy's a couple years earlier, Willow was sure
to figure it out.

"Oooh! I have an idea!"

"Yes, Xander?"

"Well, when we were kids, she used to dream about getting all dressed up and
going to one of those fancy, children-not-allowed,
no-way-they'd-ever-let-me-in kinds of restaurants, you know? The kind where
we'd probably have to start saving *now* to be able to take her to on her
birthday? Said they always seemed so grown-up, or something. So we could
take her to one. And the best part is, we wouldn't really have to do any
planning or preparing or decorating--or cleaning up afterwards."

"You know, Giles, I'm liking the sound of that--especially the lack of
cleaning part," Buffy agreed.

"Anya? What are your thoughts on this?"

Without turning from the window, she just replied, "Whatever."

"Very well, then, if you think she would enjoy that rather than a
traditional party, and Riley agrees, then I shall make the reservations this
weekend."

"I'll talk to Riley tonight, Giles. I guess when the day comes I'll have to
tell Willow *something*, though, or it will be hard to get her into
something appropriately dressy...," Buffy mused.

"Great. So...who gets the fun of inviting Spike?"

Buffy grimaced. "I suppose I can do it. Shouldn't be too hard to get a
moment with him away from Willow while on patrol some night."

"Um, excuse me for a moment," Giles interrupted, "but did I just hear you
make plans for inviting *Spike* to Willow's birthday celebration?"

"Well, yeah," Xander said. "Will would be mad if we didn't include him,
after all, and it *is* her birthday...," his voice trailed off as he caught
sight of the expression on Giles' face. "And you didn't know about that, did
you? Oh, boy...."

"Listen, Giles, we can explain--it's not what you're thinking--" Buffy
scrambled for a way to inform her Watcher of the friendship between Willow
and Spike without making things worse. She wasn't having much luck when Anya
spoke up again.

"Um, guys, if you're trying to keep all this a secret you might want to do
this later.  Willow's about to--" She got cut off by the door opening.

"Hi, guys. What's up?"

Everyone was looking at her; Xander and Buffy had their "we did something
bad, please forgive us" faces on, and Giles had that look that said he'd
just learned something that both stunned and disappointed him, but he was
too British to say anything about it. Not good signs, any of them.

"What's wrong?" she asked, confused. "Did I do something?"

"Uh, Will? I think you might want to sit down," Buffy suggested. Taking a
seat on the couch, Willow looked back and forth among her friends, waiting
for someone to tell her what was going on. Xander wouldn't meet her eyes.

At length Giles sighed. "Willow, is there something you want to tell me,
about Spike?" he asked gently.

Her eyes widened. "Spike? No, no, nothing, really, I...."

"I'm sorry, Will, I kinda forgot we weren't supposed to say anything about
you and him being friends," Xander confessed.

"Oh."

The situation was getting uncomfortable, so Buffy decided to get out before
they made things worse. "Come on, Xan. I think we've done enough," she
whispered, grabbing his arm and dragging him out the door. Anya followed,
leaving Willow and Giles alone.

She could feel his gaze on her, but couldn't bring herself to meet his eyes.
Finally the silence grew too much, and in a small voice she asked, "Are you
mad at me?"

"What? No, of course not, Willow!"

"But you're disappointed."

"Why would you think that?" he asked, moving to sit by her.

"Because...well, because I'm friends with a vampire, and, and as Xander
likes to point out all the time, Spike's tried to kill us several times,
and...."

"Willow, it's perfectly true that I don't like Spike. But you're an adult
now, and you've always been extremely intelligent. If you believe that he
won't hurt you, I trust your judgement."

"Y-you do?" She looked up at him hopefully.

"Yes, I do. I confess, though, that I am a little hurt that you kept this
from me, when everyone else seems to know already."

"I'm sorry. I wanted to tell you, but I was too afraid," she whispered.

"Afraid? Whatever for?"

"That you would disapprove."

"Willow, my approval or lack thereof is irrelevant; you're old enough to
make your own decisions. It doesn't matter what I think."

"Giles, of course what you think matters! I--you--" Willow searched for a
way to explain. "When we were younger, Xander and I would make up parents
for ourselves. We'd pretend we had ones that cared about us, and, and were
supportive, and stuff, you know? Only...well, since Buffy came, we haven't
needed to. Because these past few years, you've become the father we'd
dreamed about. For Buffy, too. I know we don't show it, or...or even listen
to you all the time, but your opinion really is important to us. We all need
you, so much. Most people our age are growing away from their parents, but
we're still just discovering ours. And, and I don't know what I'd do if I
lost you now." She was in tears by the time she finished, and instinctively
reached for him, burying her face in his shoulder.

Giles was stunned. He tentatively held her as she cried, uncertain of just
how to respond.

"Willow, I...I don't know what to say," he ventured at last. "I, I'm
honoured, truly, that you feel that way. It will probably come as no
surprise that I never wished for children of my own, but now.... When I look
at you, and Buffy, and Xander, and see how you've grown up, and think of all
the things you've faced from such a young age, and how well you've come
through it, well, I couldn't be more proud. It's almost enough to give one
hope that young people aren't as, as shallow and weak and uncaring as one
might suspect," he added, attempting to lighten the mood. All this emotional
honesty was highly uncomfortable for him. He did manage to get a slight
chuckle out of her. "I do care about you, a great deal, and it will take
more than your being friends with a vampire to change that. I have faith in
you, and if you feel confident that Spike currently poses no threat to you,
I have nothing to say on the matter. You know the risks, and I know you
would have taken them into consideration before offering him your trust."

Willow sniffed and pulled back to look at him. "Then you're not mad?"

"Of course not. All I ask is that, if you ever suspect the implant is no
longer functioning, you tell me; I would like to be prepared for the chance
that he might come after one of us despite your current friendship."

"But you won't hurt him unless he does?"

"I promise. I just don't want to be caught completely by surprise, as we
were when, when Angel...."

"I understand." Willow considered for a moment. "All right, Giles, I'll tell
you if I think Spike is able to hurt people again."

That evening during the research session, Spike felt someone standing over
him and looked up from his book to see Giles holding a mug of heated blood.
A little surprised at the Watcher's gesture, Spike nevertheless reached out
for the mug, only to have it pulled away slightly. He glanced up into the
other man's face, and mentally sighed at the calm determination and
thinly-veiled mistrust he saw there. Seemed he and the witch had been found
out yet again. At least she was running out of friends who didn't know
they'd grown close....

"I will only say this once," Giles told him quietly. "You know what will
happen if you ever hurt her. And if you think I am not completely serious,
well, you'll have time to regret underestimating me before I finally let
Buffy stake you. Are we clear?"

"Crystal."

Giles held his gaze a few moments longer before giving a slight nod and
handing him the blood.

"Then I trust we won't have to discuss this issue again," he stated before
returning to the others.

Later that evening he caught Buffy apart from the others and, deciding that
if Willow was going to be spending time with Spike it would be best if she
did so openly, asked her, "Have you, er, done what you were talking about
this afternoon?"

"Huh?"

Giles just sent a significant glance in the vampire's direction.

"Oh, that. No, uh, not yet."

Taking a deep breath, he forced himself to ignore all his Watcher's training
yet again and say, "Go ahead and do so whenever you like."

"Really? Thanks, Giles. This'll mean a lot to Willow."

"Yes, well, I just hope I won't regret it," he muttered to himself.
 

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