Desperately

Author: Jami

Pairing: S/W, X/A, B/R

Rating: pg 13/ r

Summary: Spike and Willow have a complicated relationship, not exactly friends, but afraid to be more.

Spoilers: Season 4, possible references up to Doomed.

Authors Notes: No Tara.

Disclaimer: I own nothing, I promise!

Feedback: I live for it!

~*~*~*~*~*~*~*~*~*~*~*~
 

Desperately- Michelle Branch
 

Something 'bout the way you looked at me
Made me think for a moment,
That maybe we were meant to be
Living our lives separately
And it's strange that things change
But not me wanting you so desperately

Oh why can't I ignore it?
I keep giving it in but I should know better
'Cause there was something 'bout the way you looked at me
And it's strange that things change
But not me wanting you so desperately

You looked my way and said "you frustrate me"
Like you're thinking of lines and times
When you and I were you and me
We took our chance out on the street
Then I missed my chance
And chances are it won't be coming back to me

Why can't I ignore it?
I keep giving in, but I should know better
'Cause there was something 'bout the way you looked at me
And it strange that things change
But not me wanting you-

So desperately
So desperately

I keep giving in but I should know better
I keep giving in but I should know better
So desperately
I want you so desperately

~~~*~~~

~Part: 1~ I've Noticed You Around

The insistent ringing of the phone broke the silence in Giles apartment.

Could you please get that Willow? the watcher called from his upstairs bedroom. He was preparing for an evening at the Summers home. Joyce had invited him over for dinner, sort of a get to you know you session. Other than that incident involving the band candy, they never really spoke in depth. His slayer would be there of course, as would Riley. He wasnt sure how to dress. He finally decided on a pair of black slacks and a royal blue sweater, comfy but casual.

Hello? answered the amateur witch. She was the only one at Giles place right now. Buffy and Riley were having dinner with her mom, Xander and Anya were having a date night, and Spike was left to patrol, so she dropped by the watchers house for the obligatory research that always needed to be done.

Willow? asked a hesitant voice.

Yup, thats me. Whos this? she replied.

Oh, its Angel. I-is Rupert there?

Yeah, he is, but hes just about to leave. Is it important Angel?

Um, no. It can wait. I just wanted to tell him about a new demon we found, for his watchers diaries.

Oh! Ok, Ill make sure to tell him you called, she replied sweetly.

Thanks Willow, he said, in a quiet tone.

So, how are you Angel? It seems like forever since weve talked to you.

It really hasnt been that long, Thanksgiving, remember? But, Im fine, thanks for asking. I should be going, give Giles my message?

Yeah, sure. She frowned when he simply hung up. She knew Angel was never a talkative vampire, but now he was just antisocial. Oh well.

Giles was descending the staircase when Spike strode into his home. He entered with his usual dramatic flourish, leather duster billowing behind him. Giles pointedly ignored the vampire, addressing only Willow.

Who was on the phone? he asked, entering the living room, searching through his desk drawers to look for his car keys.

Hmmm? Oh, that was Angel. Her answer was met by a stiffening of Giles shoulders and a mention of bloody poof from Spike.

Yes, well, what did he want? She shrugged.

Just to tell you about a new demon he ran into, for your watchers diaries. No biggie. I told him you were busy though, so he wants you to call him back.

Oh, alright. That sounds fine. Thanks Willow, he replied as he walked out the front door to his car.

Willow stared at the door in amazement. What was it with these people lately? It was bad enough that Buffy and Riley, Xander and Anya were acting all couply and ignoring her, but now she was getting blown off by Angel and Giles? What was it about her that made people just run in the other direction. Well, Spike was still there, but it wasnt like he was paying any attention to her.

She decided to not indulge in a pity party and returned to the laptop she was working at before Angel rang. She had finished the majority of research she needed to do, she even finished her homework for the weekend. All of which left her with nothing to do and no one to talk to. She gave up on her computer and shut it down, choosing instead to read a random demon codex that Giles had laying around.

Spike watched the girl with narrow eyes. Something was bothering the chit, and he figured he knew what it was. Ever since her mutt had cheated on her and then promptly left, she had been withdrawn. Even when he went to her dorm room and almost drained her he noticed in her eyes the sense of loneliness and acceptance of her fate. He didnt know why it bothered him. She didnt mean anything to him, just another walking blood bank to him. Hell, she wasnt even that to him anymore because of the blasted chip. Sodding commandoes.

He did care though. He wasnt proud of it, he was a master vampire, he wasnt supposed to worry about depressed humans. But this girl, she had fire. He remembered when he had her and Chubs locked up in the factory. Yeah, he had been drunk off his arse, but he remembered the way she stood up to him, how sweet she smelled when she was so scared. He had a hard time getting it out of his mind.

But he wasnt about to tell her. Nope, he was not his poofy sire. So his great plan was to instead be as annoying and rude as he could possibly be around her. That would make sure she would keep her distance. So far it had worked perfectly.

She looked up from her book to see Spike staring at her, a pensive look on his face. She scowled when he made no move to stop watching her. She didnt know why he was even here. The rest of the gang was out, so there was no research to really be done, as if he would actually crack open a book. There had to be a demon or two he could go beat up on somewhere, any place that wasnt here.

She had to admit to having a tiny crush on said vampire. Ok, tiny is not the appropriate word, maybe colossal, yeah, that sounded about right. But that didnt matter, because he made it perfectly obvious that he loathed and despised her. She was sick of just sitting there while he always went out of his way to insult her, to make her feel utterly useless.

What?! she finally barked when he continued to stare at her.

His eyes flew to hers. He felt like a ponce, he forgot he was watching her, and now she had caught him.

Nothing! he shouted defensively. At her scoffing, he quickly added, Just wondering how long youre gonna mope cause all your pals have better things to do than be with you is all.

She glared at him, part of her stung at his observation, but mostly she was annoyed.

I dont see you, the Big Bad, well former I guess, doing anything impressive. The only way youd know if I was moping would be to hang out with me. Even my friends dont wanna hang out with me, but here *you* are. Whats a matter Spikey, getting lonely in that drafty crypt of yours? Have you got nothing better to do than annoy me?

He growled at her, his empathy for her gone.

Youve just got me fascinated, Red. I was beginning to wonder how a doormat like you ever had any friends in the first place. Face it pet, they use you all the time, for research, for spells, although they dont do that so much anymore, considering how you suck and all at magic, shuddering at the image of he and the slayer kissing. Im just curious as to why they didnt cut you loose long ago. Hell, youre worse than Xapper. He may be useless, but he doesnt usually make a life or death situation *worse*.

And youre what?! Mr. productive-guy!? Not long ago, you were feeling so pathetic that you were ready to stake yourself! And the whining! All you do is whine and complain cause youre defanged. At least I have a reason to be upset. Oz cheated on me and then left, my friends couldnt care less, and when I actually try to do something about my pain, it manages to almost get everyone killed! I cant win!

You cant win!? he yelled, eyes blazing. This was the first time in awhile he had been in such a good fight. He stood swiftly, as did she, staring him directly in the eye.

Youve got to be bloody kidding me! You think you know pain! Please! My *sire*, the love of my unlife, left me for a sodding chaos demon! Then I come to this town for my gem, so I can finally kill you gits, and I get that taken away. *Then* I get this blasted chip shoved in me head! Im stuck here everyday listening to your lots inane drivel, and I cant even wish a painful death on you without a bloody migraine! So witch, you think you got it bad, well, think again!

They were nearly nose-to-nose now, tension and anger filling the room.

See, she snickered, theres the whining again. Oh poor me, I cant maim and kill anymore! What am I to do with myself? Nobody cares, Spike. We arent your friends, were barely allies. And as for Drusilla, obviously things between the two of you were bad already. She was cheating on you with Angel before. It didnt bother her that you were hurt by it. So, Im supposed to feel bad for you because youre just a glutton for punishment. You knew it was always about Angel, but you still ran at her every beck and call. Youre just weak.

Spike was furious, this little girl, who not a year ago, would be quaking at the sight of him, had the nerve to insult him. Call *him* weak.

Im weak? he questioned, laughing humorlessly. Take a look around Red. Im a *demon*, I dont need or want friends. But you, you are so desperate to belong that you dont even notice when your friends ditch you. Your mongrel left you, and when you need them the most where are your little friends? Hell, out of everyone the slayer should understand everything youre going through, after that mess that was Angelus. But even she doesnt want to bother with you. Apparently her boy toy rates higher than her *best* friend.

She couldnt stop the movement of her hand as it raised from her side, striking out at his face at his harsh words. Her hand never made it, with preternatural speed, he caught her wrist in a tight grip, glowering at her. He smirked at the anger that flared in her eyes.

She was irate, he refused to relinquish her wrist. He held it tightly enough so she couldnt walk away from him, but not enough to hurt her. They were so close, she was beginning to feel uncomfortable as the silence lingered. She tried to pull away again but he wouldnt let her, still smirking. She placed her hand on his chest, ignoring the feel of him as she tried to push him away. He grinned evilly but didnt move, her strength no match for his.

Let go, she growled.

He tilted his head slightly, as if contemplating her request. Let me think, ummno, he answered. He was enjoying the feel of her against him. He knew he should push her away and leave, but the rational part of his mind left the building when he caught the tiniest scent of fear off the girl in front off him. It had been so long since anyone had been scared by him, and it only made her more tempting. He always did like to resolve a good fight with a nice bit of shagging.

He pulled her closer and her breath caught as she saw the intense feelings in his eyes.

Spike she whispered, attempting in vain to keep distance between them. He held her tightly and before she realized it, he swooped down, capturing her stunned mouth in a firm kiss.

She was starting to panic. This was Spike! Okay, gorgeous and dangerous Spike, but still! Her mind decided it was best to shut down, she could contemplate how wrong this was some other time. Right now, all she could feel was Spike.

His hand finally released her wrist, only to wrap itself around her waist, pulling her flush against him. He kissed his way across her cheek and down her neck when her need for breathing had become to strong. His constant attentions not allowing her a second to think. Her arms snaked up to wind their way around his neck. His lips found hers once again. She ignored any inhibitions she may have had and slid her hands to grip the collar of his duster, sliding it off his shoulders until it landed with a thud on the floor.

He returned the favor, deftly unbuttoning her shirt and tossing it to the ground to join his duster. He pulled her with him as he led her to the couch a few feet away, laying her down so he rested on top of her. His mouth left hers so he could discard  his t-shirt. She began to take in her situation, becoming increasingly nervous. She couldnt have sex with Spike, could she?!

He looked at her, seeing her unspoken fear, her uncertainty. His hand gripped her chin lightly, bringing her gaze to him.

Trust me? he whispered, needing her to know he wasnt going to hurt her.

Yeah, Spike. I trust you, she replied without hesitation. He grinned mischievously and winked. She didnt even register when he quickly undressed her with practiced ease. She heard his zipper being lowered and froze. But she trusted him, so she relaxed, her eyes rolling back in her head as she felt him fill her.

~Part: 2~ You Thought Wrong

Willow couldn't sleep. She was lying in her bed at the dorms, Buffy snoring in the bed next to her. But her mind wouldn't relax. She had done something tonight that she never thought she'd do. She slept with Spike, of all people. Sure, it had been great, but she knew that it meant nothing to him. Her over-imaginative mind working double-time thinking of everything that could go wrong. If Buffy ever found out, she would stake him and then lecture her until she went blue in the face. Xander would just be disgusted with her. Anya wouldn't care at all, she didn't like Willow and to her it was just sex. She had no idea why it would bother everyone. Giles, now his reaction would hurt. He was a father to her and she knew he would be deeply disappointed in her. She had no intention of ever telling them. It happened once, and it wasn't going to happen again. But she was worried that Spike might tell. Not that he cared about her, but because it would piss the group off.

She knew he would probably continue to ignore her, and she wasn't necessarily mad about that. They weren't any sort of couple, but she really didn't want things to be all awkward between them.

She turned on her side, staring at the 'Dingoes' poster that still hung from her wall. Oz was still a major source of pain for her. She was moving on, slowly but surely. But this new problem was now in the forefront of her mind.

She sighed, and closed her eyes, deciding that she would go to sleep now. She would wake up in the morning, hoping for a fresh perspective when she woke. She decided that she would just pretend it never happened.

~~~*~~~

Willow woke slowly, opening her eyes blearily. She groaned when Buffy came skipping through their door, letting in all the light from the hallway.

"Morning sleepyhead!" the blond announced cheerily. "Rise and shine Wills! Why are you still in bed?"

"Ugh, long night," she mumbled. She pushed the covers away from her. Her activities from the night before catching up to her as she rose. Her muscles ached, she was sore in places she never knew and she really had no desire to move.

"Come on Will, we gotta get a move on. Giles called while you were out, we're on full Scooby alert. New baddie in town, gotta get to researching." Willow groaned and moved to her dresser, pulling out some clothes and headed to the shower.

At the slamming of their door, Buffy glanced quizzically at it. Willow was sure acting weird.

~~~*~~~

"Must we all be here?" wondered Anya out loud. "There are many more interesting things Xander and I could be doing. I found out about this really neat position where you put your leg behind."

"Hey!!" everyone, including Xander, shouted in unison. Anya grumbled and fell back into her seat.

"Don't fear, all. I'm here," announced Spike as he strode though the front door of Giles' apartment. The sun had been down for a half an hour now and he had taken his time getting there.

He had spent most of the day in his crypt thinking about the witch. He didn't regret anything that happened between them, he wasn't big on morality after all. But he really did care for her. But he was unsure of her feelings for him. They had been so caught up in the anger and passion the night before, that he had no clue as to what she really thought of him.

He sat down a little ways away from her, discretely glancing at her every now and then. He wanted to talk to her, he needed to talk with her. As soon as possible. But before he could say anything, the front door opened noiselessly.

The group stared at the newcomer with a combination of shock and awe.

"Hey," a soft voice replied at their stares. Spike looked towards Willow, trying to gauge her reaction to the guest. His undead heart nearly broke as he saw the happiness etched across her face.

"Oz!" she breathed excitedly.

"Uh, Oz," broke in Xander in an attempt to lighten the mood, "not to sound like grandma, but you don't write, you don't call." Oz shifted uncomfortably as they all continued to stare at him.

"It's been kinda busy, you know?" the wolf shrugged. "I don't wanna seem rude, or anything," he added nervously, turning his attention solely to the witch, "but I was hoping I could talk to you, privately."

"Yeah," the redhead agreed quickly, standing to grab her book bag as she went to join her former boyfriend. "Um.see you guys later," she mumbled to her friends as she walked to the door, her gaze never resting on the blonde vampire, afraid of what she might see. The group merely nodded in acknowledgement and watched her leave. Buffy turned to her watcher, breaking the awkward silence.

"This is so not of the good," she declared softly. Giles and Xander nodded slightly while Spike simply focused absently on the door she had just walked out of.

"I don't see why you're all so down?" added Anya. "I mean, her little boyfriend is back, so she can stop all the whining and the poor-me mood swings. Why is that considered a bad thing?"

"He hurt her Anya; he cheated on her and then just left. He caused her a lot of pain, she's been doing a little better, though. I'm just afraid that any progress she may have made will be erased with his visit," noted the slayer. Spike snorted in disbelief.

"You have a comment, fangless?" asked Xander, wondering what was bothering the vampire now.

"You think Red's doing better? You're more daft than I thought. That girl has been hanging on by a thread. But you wouldn't know now, would you? You never see her, the tears in her eyes when you all bolt to go dancing and leave her with all the bloody research. In any case, you may have done more damage than the sodding wolf," he finished bluntly. The three youths sat there stunned as the blonde got up and stalked out of the apartment. Giles shook his head sadly, knowing that every word that Spike had said was true. He left his charges to think about the surprisingly astute declaration the vampire just made.

Spike walked without purpose, lacking direction, unknowingly following the lingering scent of his witch. He raised his head when he heard a familiar voice. His eyes became cold and uncaring as he saw Willow across the street, in the arms of her former lover. With a growl he turned in the opposite direction, heading to his crypt, determined to push that girl out of his mind. If he didn't mean anything to her, even after last night, than she sure as hell wouldn't mean anything to him.

~~~*~~~

"Oz, it's so good to see you again." Willow murmured, feeling slightly uncomfortable. He gave her a half-smile, trying to put her at ease.

"How have you been, Wills?" he questioned softly, honestly curious as to how she handled his departure.

"Not great," she replied with a small laugh; that was the understatement of the year. "Things were really bad for awhile, I even tried a spell to end my pain. That didn't work out so well, Buffy sorta almost married Spike."

"I've been meaning to ask about that," he interrupted, "since when was Spike a good guy?"

"Oh, he isn't." At his raised eyebrow she continued, "He still hates us, wants to kill Buffy and all, but, long story short, he has a chip in his head, keeps him from hurting people. He couldn't feed and so he came to us for help. We found out he could still hurt demons so he helps us and we feed him. He's still the 'Big Bad' though, at least that's what he says," she ended with an impish grin. Oz nodded uneasily.

"So, where did you go?" she asked hesitantly. He shrugged.

"Everywhere, really. I spent a lot of time in Tibet, though. Very peaceful." She was intrigued, she had barely been out of Sunnydale.

"But, why did you come back?"

"I figured out some things while I was gone," he explained, "like how much I missed you," he smiled a little at her blush, "and I was able to learn how to control every part of my being." He stopped their walking, directing her gaze to the starry sky above. And the sight of the full moon.

"Oh my." she whispered, amazed that he was actually able to stop his change.

"Yeah, I did it. Took a lot of meditating and rituals, but I did it." He took her hands in his, looking deeply into her eyes. "I did it for us."

"I-I, I don't know what to say." she managed. Part of her longed to go back to him, to be that happy, carefree girl again. But she had been through so much, and he had been the cause. She began to see things as they truly were now that she was alone. How her friends took her for granted, how Oz may have left for them, but he had also cheated on her, disappearing without a goodbye. Obviously she couldn't have meant that much to him. And Spike, she didn't even know where to begin. He infuriated her, he was annoying and sarcastic. But he was also the only one that seemed to understand her, the one who was willing to be completely and painfully truthful. She didn't know where she stood with him, but she wasn't sure she was ready to forget all that had happened these past months. To return to the naïve existence she was forced to leave.

Oz saw the doubt in her eyes and pulled her into his embrace, neither seeing the amber glare from across the street. The wolf inhaled, reveling in the scent of his girlfriend. He couldn't contain the growl that sounded as he caught a slightly familiar scent surrounding her.

Willow struggled out of his tightening grip, surprised to see the angered expression on his face.

"What's wrong?" she stuttered as she back away from him.

"You! You smell like him!" She didn't understand what he was talking about at first, but it slowly came to her. He smelled Spike. Oz could feel the change start, his anger and feelings of betrayal causing him to lose his control.

"Go!" he barked, demanding her to run, for her own safety. He didn't want to hurt her, but he just couldn't stop it. She hesitated for a second but immediately turned and ran when she saw his hand forming into a claw.

She hoped to make it to Giles' house before he could catch up to her. She mentally sighed when she saw the apartment ahead. She was only a few feet away when she heard a loud snarl a ways behind her. With renewed strength she made it to the watcher's door, flying into the living room, slamming the door behind her.

The small group assembled there turned to her in shock.

"Oz.wolf.grrr."she tried to tell them, to warn them, but she was out of breath. There was a sudden pounding on the door as the werewolf rammed into the front door, intent on breaking it down.

"Tranquilizer!!" the redhead screamed as she tried to convey the urgency of the situation. The watcher hurried to his weapon's cabinet, throwing his slayer a tranquilizer gun and accompanying darts. No sooner had the blonde loaded the gun then the wolf decimated the door.

Buffy aimed quickly, the dart hitting it's target causing the wolf to stop in his tracks, still growling menacingly at Willow. The redhead breathed a sigh of relief once he was out.

"What happened, Will?" demanded the slayer.

"Oz.he.we were talking, he was telling me how he learned how to control the wolf inside, but he.he got mad all of the sudden and he started to change. He told me to run so I came here, it was the closest."

"What made him so mad?" wondered Xander. They looked at the witch expectantly.

"Well.it's kinda private," she murmured. They looked like they were going to question her again, but Giles stopped.

"You don't have to share it with us." She smiled at him, "We'll put Oz in my basement until he changes back. Why don't you go home, Willow?" he suggested. She nodded in agreement and Buffy joined her on her walk to the dorms.

~Part: 3~ Cruel To Be Kind

Willow was lying on her back, staring blankly at the ceiling above. Well, that couldn't have been more horrible. Not only had she not spoken with Spike, but her absent ex-boyfriend shows up when she's finally starting to move on, and he tried to kill her! She was just glad that Giles didn't press the issue about what angered the wolf. She didn't know if she could tell them everything.

She glanced at the clock, it was only a little after one in the morning. She couldn't sleep though; things were so confusing right now. She sighed and shifted in her bed, swinging her legs off the side and sitting up. She watched the slayer for a moment, moving only when she saw the steady rise and fall of her chest that signaled that she was in a deep sleep.

She dressed quickly, exchanging her cloud pajamas for a pair of jeans and a UC Sunnydale sweater. Checking on her sleeping friend once again, she slipped on a pair of sandals and left their room.

She knew it wasn't safe to be out alone in the middle of the night, but she needed time to clear her head. She needed fresh air; she needed to focus on anything but that small dorm room. She briefly entertained the idea of stopping by Giles' apartment, to see if Oz had woken up, but she pushed that out of her mind. She knew he probably needed sometime to cool off and she wasn't even sure what she could say to him anyway. So she continued her slow stroll.

~~~*~~~

Stormy blue eyes watched the girl stagger through the grounds of the school, making her way to the streets that led to the park. Spike had gone home for awhile before leaving again. He didn't know why he found himself outside her dorm, but he was genuinely surprised to see the redhead leave in a daze. Was the girl stupid? She wasn't paying attention to her surroundings; she was practically asking to get bit.

"Well, well.what brings our resident witch out here in the middle of the night?" he drawled, startling the girl as she passed him.

"Spike!" she yelped, her hand clutching her chest as if in an attempt to stave off a heart attack. Her smirked at her obvious fear.

"Never thought I'd see you out and about. All alone." He began to circle her which was beginning to make her nervous. "Speaking of alone.where is dog-boy, hmmm? Thought you'd be playing with your puppy now."

She wondered why he was being so hostile, but she stopped herself. It was Spike, he was *always* hostile.

"*Oz*," she began, stressing his name, "is at Giles' right now. We had a talk.he wanted to get back together," she looked up at him. She wanted to see his reaction to the news but his face remained an impassive mask. She sighed and continued. "Things were going ok, I guess. But.then he sorta.smelled you on me and he lost it. Went all wolfy and tried to kill us all," she told him sadly.

Spike tried to conceal the worry he had felt when she had told him that her boyfriend tried to kill her. He longed to hold her, to make sure that she was indeed all right, but he wouldn't put himself in such a vulnerable position. Not again.

"So, the mongrel tried to finish the job, eh?" She merely stared at him incredulously.

"What the hell's you're problem?" she shouted. She had no idea why he was being such an ass. "It's your fault anyway," she mumbled.

"Oh, it's my fault that the wolf smelled me on you?! I didn't hear you protesting much last night! In fact, the only words coming out of your mouth were something like 'Oh, Spike' and 'more'," he reminded her with a smirk. She glared at him.

"Well-I.I.oh, shut up!" He snorted at her clever comeback. She pushed him out of her way as she resumed her walk. Spike caught up to her quickly, stepping in front of her, effectively blocking her path.

They said nothing for a moment, simply staring at one another. She turned to the side, going off in a different direction, hoping he would leave her alone. It wasn't that she didn't want to see him, but if all he was going to do was insult her, she wasn't in the mood.

He wasn't about to let her walk away from him, but he wasn't sure what to say to her. Part of him wanted to hurt for forgetting their time together so fast, for running when dog-boy showed up. But part of him didn't want to hurt her, didn't want to be the one responsible for her pain. Right now though, he was content to piss her off.

He followed her, watching her from a side-ways glance. She didn't look at him; she simply pretended he wasn't there. He was always one that hated to be ignored. He grinned evilly as he came up with a truly wicked idea.

He began to subtly steer her in certain directions. She was so distracted that she never noticed that he had led her into a cemetery. He walked into his crypt, closing the door softly behind her once she followed him in.

The sudden darkness shook her out of her daze. She glanced nervously around, trying to make out where she was. There was a flicker of light and the room was illuminated in an eerie glow. She frowned when she realized she was in Spike's crypt. That thought brought her back to the present. She searched the small space for a sign of the vampire, just in time to see him shrug off his duster and move to take off his shirt.

"Hey!! What d-do you think you're doing?!" she screeched. He made no move to stop. He turned to face her, a small grin playing on his lips.

"I'm going to bed, luv. Gotta get my beauty sleep."

"But.naked?!" He chuckled.

"Yeah, pet. It *is* my home. I'm suddenly exhausted. Now, now." he chided as she began to blush at the sight of his exposed chest, "nothin' you didn't see last night. No need to get all shy on me now."

She decided it would be better to focus solely on the floor. She didn't know how she allowed him to lead her to his crypt. He spent half the night insulting her, and now he took her to his home. She just couldn't figure him out. She was caught between a need to flee this awkward situation, or see what he was planning. A pair of worn black boots came into view. Her head flew up to look at Spike who was standing directly in front of her. He was only in his jeans now, looking at her with a thoughtful expression on his face. He slowly reached his hand to graze her face. She unconsciously leaned into his touch.

He shifted so that he was impossibly closer, his eyes locked onto hers as he brushed her lips with his own. She knew she shouldn't let this happen again, but with Oz's sudden re-appearance, and almost dying, she needed what he was offering. An escape. That's all it was, he didn't care for her, he couldn't possibly, she told herself.

Spike watched her with hooded eyes. He knew she didn't want to leave, but she was still unsure. He didn't know why he was doing this exactly. He'd be the first to admit that he definitely wouldn't mind shagging her again. But it was more than that. She was hurting and he wanted it to stop. This was the only way he knew how without getting too emotionally involved. He could see it in her eyes. She didn't believe that he felt anything for her. While he knew that wasn't true, he was content to let her believe that. It saved him inevitable heartbreak. Right now, he simply wanted to take advantage of the opportunity to just be with her.

She raised her eyes to his again, uncertainty clouding them.

"I-I.I need." she whispered, not even sure what she meant. But he knew and he was more than willing to help her. He took her small hand in his; pulling her along with him towards the make-shift bed he had in the center of the crypt.

He kissed her softly, letting her take control for a small while. She pulled back to take in much needed air. With that air came doubt. She was not sure if she should be doing this. Especially with Oz back in town. His voice shoved away any lingering hesitation.

"Let me take care of you, princess. Just for tonight."

The utter sincerity of his declaration stunned her. She gave him a slight nod, unable to form actual sentences. For the rest of the night, her mind was delightfully blank, any negative thoughts and heartbreaks forgotten, replaced by the wonderful sensations created by the blonde vampire.

~Part: 4~ Don't Dwell.

Willow woke in the early morning. She could see hints of sunlight peeking through the cracks in the doorway of the crypt. She took a deep breath, letting the memories of the night before wash over her. She shifted, taking a look at Spike. He was asleep, looking very much dead. She studied him for a moment, unsure of what to do.

She noticed her state of undress and got up from her resting place. Silently she got dressed. She looked at the blonde once more, debating whether she should say goodbye or just leave. She opted for the latter, moving noiselessly out the door and into the daylight.

Spike registered the loss of her warmth immediately when she left his bed, but remained still and silent, waiting to see what she did. He sighed and frowned when he heard the door shut. She was leaving, no doubt to meet up with Oz. He only hoped that she wouldn't let the mutt back in her life. He may not deserve her, but that mongrel sure as hell didn't. He decided to go back to sleep, there was nothing he could do now. Once the sun set, he was leaving in search of the witch.

~~~*~~~

Willow snuck into her dorm room, Buffy was still asleep. The slayer never knew she had even left. She grabbed a change of clothes and went to take a quick shower. She decided she was going to skip school for the day. She had to deal with Oz, hopefully without him turning all wolf on her.

She knocked on Giles' door, waiting patiently for the watcher to answer. When she saw the door open she smiled uncertainly at the former librarian. He escorted her into the living room, leaving the couple to talk.

Oz had taken a seat in the leather chair across the room. The redhead went to move closer, but he raised his hand, keeping her where she was.

"You can't come any closer," he told her faintly, "I can't control it when you're near." She felt tears gather in her eyes but she forced herself to move, sitting on the couch far away from him.

"I'm sorry," she said, looking up at him with tired eyes. He shook his head slightly and smiled sadly.

"Nothing to be sorry about. I don't hate you, Wills. I never could. But it's hard. I should never have expected you to be waiting for me. That wasn't right of me. But I can't be around you. The wolf in me, it can't be restrained knowing that you are with him."

"I'm not though." she assured him.

"You don't have to lie, Willow," he admonished, "you were with him last night."

"How do you do that?" she muttered. He laughed a little.

"It's the animal in me, increased sense of smell," he informed her. "I'm gonna leave tonight. There's nothing here for me anymore. But I won't be far, if you ever need me, call." She couldn't hold back the tears.

"You don't have to go." she pleaded.

"I'm not needed. It will be better in the long run for you." He stood, slipping a small piece of paper into her hand as he passed her, and walked out the door.

Giles heard the door close and made his way downstairs. He saw the hunched form of Willow huddled on his couch, crying silently. Oz had informed him of his plan to leave town and knew that she would be heartbroken again. It would have been better for all of them if the boy had never shown up in the first place. He reached for the phone, dialing Buffy's number.

~~~*~~~

The slayer rushed to the apartment as fast as she could. Riley was with her when she received Giles' call, but she told him that he would have to let her go alone. Willow needed support right now. She knew that Spike had been right the night before. They had all been terribly insensitive to her; she was especially ashamed of her behavior. After her ordeal with Angel, she should have been the most understanding. It was time to make up for her neglect.

She slipped in the front door. Seeing her distraught friend, she ran to the couch, taking the redhead in her arms. Neither said anything, just offering and receiving silent comfort.

~~~*~~~

The day passed quickly. Giles had spent most of the day researching and making additions to his watcher's diaries. Xander and Anya were joining the small group at his apartment a little after sundown, and Buffy and Willow spent the day talking quietly and crying.

Xander and Anya arrived, and after seeing the scene at the apartment, they offered their condolences and left quickly. Xander felt bad for leaving his best friend in a state like that, but Anya had insisted that she would not spend the night listening to Willow cry. Buffy had to leave soon after that, she was patrol bound.

Giles frowned as he realized that all her friends had left the grieving girl alone yet again. He knew he had an important errand to run but was reluctant to leave her. Willow noticed his silent debate and smiled at his concern.

"Giles," she said, alerting him to her presence, "you can go. I don't need a babysitter."

"You shouldn't be alone, Willow," he replied.

"Whatever you have to do, I'm sure it's important. I wouldn't be mad if you had to go. Really, I'm fine."

"Are you sure?" he asked hesitantly, still not willing to abandon her.

"Go," she waved her hands, shooing him. He smiled sadly and grabbed his car keys.

"I'll be back soon," he assured her. She nodded and watched him leave. She was rather relieved to be by herself. She had gotten so used to dealing with things like this herself. She hated being someone's charity case. She got up from her seat and ambled into the kitchen, deciding to make some tea for herself.

She heard the front door open and poked her head into the living room, surprised to see Spike standing there.

"Hey." she said softly from the doorway. He noticed that her eyes were red and puffy, she'd been crying. She walked out of the small kitchen, leaving the water to boil. She fell onto the couch, staring blankly at the floor.

He knelt in front of her and she was amazed to see concern on his face. He tucked a stray hair behind her ear and lightly gripped her chin, forcing her to look into his eyes.

"What happened, luv?" She granted him a watery smile.

"He left," she told him. A humorless laugh tumbled from her lips, "He came back, screwed up my life, just to tell me that he was leaving again. Bastard." He was surprised by the amount of venom in her voice, although it was deserved.

"Did he tell you why?"

"He told me I had moved on. There was nothing left for him here. He can't even stand near me without changing into the wolf. He said it would be better for me in the long run that he leave. I just wish he hadn't come here. Things have changed too much in the past few months. We never had a chance; there was nothing he could have done. Even if he hadn't smelled.you, he and I had changed so much. It would have never worked out."

He listened to her ramble, feeling a little relieved when she said that she didn't want him back, even if the mutt had stayed. But he knew she was vulnerable, and still so unsure of her feelings that he made no effort to question her about her possible feelings for him. He took a seat next to her, pulling her into a loose embrace.

"Shhh, pet. It'll be okay. I promise," she sniffled and leaned into him.

"They didn't even care." she whispered absentmindedly. His brow creased in confusion.

"Who?"

"Xander, Anya, even Buffy. She came here when Giles called her to tell her Oz left. She did the 'concerned friend' bit, but she left as soon as she could. Like she couldn't get away fast enough. And Xander, he walked in, took one look at me and practically ran in the other direction. I know he felt kinda bad, but Anya made it clear that she didn't want to be in my presence and of course he does whatever she tells him. Lapdog." she added snidely.

"Giles was the only one of them that was worried about me. He only left because I knew he was busy, but I had to basically push him out the door," she told him with a grateful smile.

"Well, the watcher isn't that bad, for a git." she giggled at his statement. He shifted her in his arms so he could stand. He looked down at her and extended his hand. She took it without hesitation and let him pull her up.

"Come on, ducks. Let's go for a walk, you look like you could use some fresh air." She nodded and left with him. In the back of her mind, she was wondering why he was being so great, but it was nice and she was in need of someone to care for her. She just felt so lost right now and Spike was offering a shoulder at no cost and she couldn't have been more grateful.

They walked in silence for awhile, her hand still clasped in his. When it started to get late he began to lead her to her dorm but she simply shook her head and pulled him in a different direction.

He found himself in a residential area, standing in front of a modest but comfortable looking house. Willow's house, he realized. There were no lights on, obviously no one was home. He remembered her once mentioning how her parents were constantly away on business. He went to ask her why they were here but she silenced him with a single finger on his lips.

She unlocked the front door and walked inside. He turned to leave now that she was safely inside but her soft voice stopped him.

"Come in, Spike." he studied her, trying to see if she really meant it. "Please." she entreated quietly. He could see that familiar need and longing in her eyes and smiled slightly. He crossed the threshold and shut the door behind him.

"Stay?" she pleaded, afraid to look him in the eye, not able to bear the thought of possible rejection. He kissed her softly. He assured her,

"Always."

~Part: 5~ As Lover's Go

Spike lay awake for a few hours after he had joined Willow in her house. She was resting peacefully in his arms, sound asleep. He knew he should have felt a little upset that she was using him to stave away her pain. A body to comfort her in the cold night. But he wasn't, because this girl could never use anyone. She was so giving, thinking only of others instead of herself. She wasn't using him, he was simply offering. Besides, he knew she didn't take acts like this lightly. She may not love him, may not even be sure that she liked him, or had feelings for him, but she needed *him*, wanted him. Not just some body, him. He knew it, and she knew it.

He smiled as she moved closer to him, tightening her hold on his waist as she slept. He needed her just like she needed him. She needed someone to take care of her, to put her wants before anyone else. He needed to be needed. He was more than willing to be there for her. He, unlike the wolf, had no plans on leaving her anytime soon.

The bed shifted when he untangled himself from her arms. He walked into the hall, searching for the linen closet. Upon finding it, he grabbed a couple of thick blankets. He walked back into her room and quietly hung the blankets over the windows, making sure her room was sun-proof. Once he was satisfied he slipped back in bed, laying on his side and pulling her to him. He fell into a deep sleep with his face nuzzling her neck.

~~~*~~~

The room was dark, unusually so for the time of day. Willow glanced at her alarm clock, her mind faintly recognizing the feel of an arm holding her tightly. It was now ten in the morning. She knew she was late for her second class, having already missed her first. She decided that it might be better to take one more day off. After all, her ex had just left her, again, and she had a vampire to deal with.

She didn't know what to do about Spike. She didn't know what she felt for him. But there were definitely some feelings there. He had gone out of his way to be there for her, to be the one to comfort her. His behavior perplexed her. He had gone from being sarcastic and uncaring, to soothing and reassuring. She needed to be held and he held her. She needed someone to talk to and he was there. He was acting very.un-Spike-like. She wasn't sure why he was doing this. He never asked for anything in return.

Willow got up, deciding she was in need of a shower. She grabbed some clothes and went into the bathroom. When she was finished, she headed for the kitchen. Knowing Spike was awake, she heard him moving around upstairs, getting dressed most likely, she pulled a bag of blood from the refrigerator and tossed it into the microwave.

He staggered down the stairs, hair in disarray, and upon finding her in the kitchen; he walked in there, slipping into a nearby chair. The microwave beeped and the redhead fished out a mug from one of the cabinets. She removed the package from the appliance and poured his breakfast into the mug. She handed him his drink and he gave her a questioning look.

"I always used to have blood on hand when Angel was still in Sunnydale. When you came along, I figured it might be smart to keep a supply. Emergencies and such." she shrugged. He smirked but accepted the mug gratefully, he was ravenous.

She watched him feed, she wasn't particularly hungry herself. When he finished he rinsed out the cup and followed her into the living room. She sat him on the couch and placed herself next to him. She looked at him, debating how to start this awkward conversation.

"I.I'm not quite sure why you're doing this," she said, gesturing to themselves, "but, you've been so good to me. I.I don't want you to think that I am taking you for granted. I feel bad, I mean.here you are, being great and all, and I never thanked you for anything. I just." she hesitated, not even sure of what she was trying to say.

"S'okay, Red," he assured her, "I'm not asking for anything from you. I just see the way they treat you, how they push you away. You don't deserve that, luv. You're ten times better than the rest of 'em. And don't act like I'm doing ya some big favor, here. Trust me, I'm gettin' a lot out of this arrangement too," he added with a mischievous grin. She blushed at his accompanying leer.

"Right," she agreed as she stood. "So.we're, like, friends," she contemplated. He shrugged.

"Don't really *have* friends, pet."

"Well," she amended, "how about.friends with benefits." He granted her a heart-stopping grin and she smiled in return. "I better go to Giles', he was pretty worried about me last night and I kinda left without telling him." she rambled as she grabbed her bag, kissing him quickly on the cheek, and leaving through the front door.

He stared at the door after she left. His expression was almost resigned. On one hand, he was glad that she acknowledged that they had *some* sort of relationship, no matter how confusing or complicated. But part of him, the man in him, had hoped that she would want more. He knew that he would never be the one to admit that he liked her, *really* liked her. He just wished that she would look at him as more than just some friend. With his good mood ruined, he decided to go back to bed. It was still early for him and he was stuck inside for a few more hours, might as well get some rest.

~~~*~~~

"Hey Wills!" greeted Xander happily as the redhead walked into Giles' apartment. He noticed that she seemed to be in a considerably better mood this morning and was glad to see that. Anya simply acknowledged her appearance with a nod of her head. The slayer was noticeably absent, most likely still in class.

"Hey, Xand." She smiled at her old friend. He may have been lacking in the 'caring friend' department as of late, but she still loved him with all her heart. She consciously ignored Anya as she took a seat. Giles walked into his living room reading a passage from a random book. He smiled warmly at Willow, happy to see her in such a cheerful mood.

"Willow," he said calmly, "you're feeling better, I suppose?"

"Much," she replied with a grin, "thanks for all the concern." He brushed her statement off with a wave of his hand.

"Nonsense, dear. It was nothing." She gave him a grateful smile and the foursome lapsed back into comfortable silence, only broken by the sound of the turning of pages.

~~~*~~~

Willow didn't get back home until well after dark. She, Xander, and Anya had researched the newest creature feature while Buffy grudgingly dragged Spike along with her to patrol. She didn't want to, but she knew she needed help with the demon and the vampire was her best bet.

The witch had decided to spend another night at her house; she just didn't want to be in the dorm tonight. Either way she would be alone, Buffy would be spending the night with Riley surely. At least if she stayed here, she could be in her comfortable bed with all her stuff. And she didn't have to listen to people constantly coming and going at all hours of the night.

She sighed as she entered her bedroom, the lingering scent of tobacco the only sign that Spike had been there at all the night before. She wasn't sure what to think when it came to the blonde. She'd be lying to herself if she said that she didn't care for him. She wasn't sure the depth of her feelings for him, but she could easily see herself falling for him. He listened to her, held her, made her laugh. But this had her worried. The two other times she let her heart control her had ended in pain. With Xander, it was all about unrequited love, with Oz, she had to deal with betrayal. She didn't know if she could put her heart out there like that again, for it to be inevitably stomped on. So now, she was simply content to take what he was willing to give her and bask in the feeling of being wanted, if only for a short while.

~~~*~~~

Spike shut her door quietly, making sure he didn't wake her. Willow had a hard couple of days and he knew she needed her sleep. He silently berated himself for coming here. He had been lonely sitting in his crypt, missing the feel of her wrapped around him as he slept. So he swallowed his pride and walked to her house. He let himself in when he noticed all the lights were off. He smiled when he saw that she still hadn't removed the blankets he used to cover her windows to keep him safe from the deadly rays of the sun.

Knowing that he would be safe when morning came, he undressed silently and joined her sleeping form. She rolled over in her sleep as the bed shifted, relaxing into his strong arms. Things were good.

She sighed, whispering "Spike." contentedly as she slept. This surprised the blonde and he grinned softly.

And things were perfect.

~Part: 6~ Don't Waste Your Heart

Willow woke slowly, surprised to feel another person pressed up against her. A ghost of a smile appeared when she realized Spike had come to her home for the night. She could definitely get used to his late night visits. She always felt safe in his presence, which seemed strange, he was a master vampire. Things didnt make any real sense right now. They had a weird relationship, mostly physical without all that messy emotional stuff. It made things simpler, but part of her longed for all that messy emotional stuff. But Spike would never want that from her. She still wasnt sure why he even bothered to cheer her up, to be there for her, but she was grateful for his unexpected support nonetheless.

She slid out of bed and took a quick shower. After looking in on Spike, she let herself out, leaving a small note for him, and she went to class. She had been gone for a couple days now and she needed to at least make an appearance.

~~~*~~~

Spike awoke around three in the afternoon. He rolled over, reaching for the absent redhead. He frowned when he realized that she wasnt even in the house. He dragged himself downstairs and opened the refrigerator, reaching for a packet of blood. He laughed slightly when he noticed that Willow had taped a note onto it, telling him she went to school and she would be back around six. Just in time for sunset. He decided he wanted to have a little fun tonight. He was taking the witch out.

~~~*~~~

Willow walked into her home tiredly. She had a lot of catching up to do for the past few days. She was so not looking forward to homework. She threw her backpack onto her couch. Before she could sit down, the light flickered on.

Spike stood at the stairway, looking as devilish as ever in his standard red and black.

"Come on, pet. Were going out tonight, so upstairs with you", he commanded. She looked at him quizzically. He rolled his eyes. "Do you need help changing, or can we get on with it?" She quickly made her way upstairs, a small grin on her face at the thought that Spike wanted to actually hang out with her.

He waited for about fifteen minutes before she finally came down. She looked beautiful, her hair pulled back, wearing a long black skirt and a dark blue clingy peasant shirt. He bowed deeply, causing her to giggle. He then extended his hand and when she placed hers in his, he led her out the door and into the night.

~~~*~~~

He actually took her to the movies. He was quite amusing really; he was amazed that these bloody things are in color now! He had refused to see any sappy, girly movie, so they watched some nameless, action flick. It was nothing special, but just being there with Spike was fun, all by itself.

   She pleaded with him to take her to the Bronze. She just wasnt ready to go back home yet and the Bronze was the only place in town to go, and he finally gave in after much begging. He allowed himself to be dragged along, but inwardly he was happy that she wanted to be with him, just him.

They found a table a he left to get her something to drink. She surveyed the crowded room, just taking in all the people. She got a tingly sensation as she continued to scan the room. Something was off. But she couldnt see that anything was wrong. She attempted to shrug it off but the feeling still lingered.

"What'sa matter, ducks?" Spike inquired when he returned. He slid into the chair next to her and studied her worried face.

"Dont know. Just a feeling, you know." She shrugged, "Probably just a figment of my imagination." Spike smiled when he heard a slow song begin to play. He rose from his seat and swept her out onto the dance floor.

Willow was not suspecting his sudden move and before she knew it she was rocking slowly to the beat, held tightly in Spikes arms.

"What was that for?" she asked shyly as they continued to dance. He stared at her for a minute before allowing a small smile to tug at his lips.

"Well, luv, you wanted to come here, and it is customary for people to dance at establishments such as these, is it not? So, we dance", he answered with a decisive nod. She giggled and snuggled further into his embrace.

He allowed himself this small indulgence. He had her with him, holding onto him for dear life, and it felt right. He was a little worried when something seemed to bother her, but the moment had passed. He still couldnt shake off the feeling that something was wrong. He was determined to not let that ruin his night with his witch.

~~~*~~~

The couple walked out of the small club, hand in hand. Willow had the best night in a long time, all thanks to the vampire beside her. Tonight wasnt about comfort, or healing old wounds. It was a chance to have fun, to take a break from all things hellmouthy. She unconsciously tightened her grip on Spikes hand. He glanced at her, granting her one of his patented smirks that just made her melt.

"Where are we going now, Spike?" she asked in an eager voice.

"Ah, its late now Red", at her pout he laughed, "its to bed with you", he declared. She immediately perked up. She was perfectly fine with going to bed.

~~~*~~~

Dark eyes watched the pair with a look of pure rage. Gripping her doll so harshly it almost broke under the pressure, she scowled.

"Naughty William", she tsked, "my boys forgotten his place. We must remind him Miss Edith", Drusilla purred, an evil grin spreading across her delicate face.

~Part: 7~ Not Meant For Me

Spike spent another day at Willow's house, alone unfortunately. Willow had to go to school, regretfully, so he entertained himself which her cable before the sun set and he left for his crypt. She had to research at Giles' and wasn't supposed to home for another few hours.

He strolled into his crypt, which he realized he hadn't actually spent a lot of time in lately. He paused after he shut the door, leaving the room in relative darkness. But something was wrong. He.felt someone. And not just anyone. He swore it was Dru. But she couldn't be there, she was off shagging some chaos demon, or was it a fungus demon, he couldn't remember anymore.

"Spike." whispered a soft, lilting voice. His shoulders stiffened as he felt fingernails skim across his back before he saw her step in front of him. He quickly flipped on a light close to his hand and he gazed into his sire's clouded eyes.

"Dru?" he asked, when he was finally able to form words. She smiled.

"Yes, love. It's mummy." He didn't know what to do. Part of him longed to hold her and shake her. Ask her why she was here, after all this time. Yell at her for leaving him in the first place. Damn her for showing up now, when he was finally finding some happiness. But still, part of him, the demon in him, recognized his sire, and longed to be with her once again. She was all he had known for nearly a century, it was hard to forget.

"My boy's been bad." she reprimanded with a grin, "playing with the girl. She's not for you, my William." he held his breath, figuratively, as she got closer to him. "Naughty boy. She doesn't want you; you know.feels sorry for you. For my poor, damaged love."

He shook his head, silently denying her harsh words. She couldn't be right; Willow didn't feel pity for him. He shook himself awake from his trance as she held his face in the palms of her hands.

"It's alright, pet," she assured him, with a small peck on the lips. "Mummy will make it all better, let me make it go away." she entreated as she pulled him closer. He didn't hesitate as she held him in her arms. The feeling was familiar, soothing the hurting of his heart. He knew he never really had her, Willow. But it still pained him to think that she didn't care for him. Even worse, she pitied him. He never even took the time to think how ridiculous this was. His sire didn't care about him, he knew all this, but he was so insecure. And she was telling him everything he never wanted to hear. The man in him faded away as the feel of his sire began to register to him. The demon had missed this, missed his time with her. He pulled her close, not even smiling at her delighted squeal.

He looked at Dru with amber eyes, studying her before he pressed his lips to hers, punishing and brutal. He didn't need love, he decided. He was a demon, love was not for him, he just needed his sire.

~~~*~~~

Willow groaned as the evening went on. They were getting no where. As soon as Buffy left to patrol, Giles made his phone call to Angel, to speak with him about the new demon. Xander and Anya sat in the corner of the room spending more time making out than doing actual research. They were as useless as ever.

She didn't want to be there. Spike was at her house, waiting for her. She would rather spend the night with him than continue fruitless research. The night before, when they went out, was the most fun she had in quite sometime. Spike just had this ability to make her laugh, even when she was in the worst of moods. He was always so good to her, which surprised her considering she was talking about a chipped vampire that tried to kill multiple times. He even tried to sire her once! But he was different with her. He was trying to be scary or intimidating, he didn't push her away, it seemed he was content just to make her smile.

Giles let them all go after he started to realize that nothing could be done tonight. Xander and Anya practically ran out the door. Willow just smiled at their antics and calmly left.

She went to her house, which was dark and locked up. Spike must have gone to his crypt. It had been a couple days since he'd been there and he probably needed some of his stuff. She knew they didn't have any plans tonight; they never really had plans ever. But he always seemed to be there so she expected him to possibly drop by. She considered waiting here, but she was bored and he always knew how to cheer her up.

She walked through the graveyard, paying attention to her surroundings. It wasn't the best idea to go waltzing through the cemetery in the middle of the night but she was close to Spike's crypt and she still had her trusty stake in her hand. Buffy wasn't patrolling anywhere near here tonight so she wouldn't have to worry about running into the slayer. That was the advantage of living on the hellmouth, tons of cemeteries.

She froze when she heard growling. She looked around; trying to see if there were any fledglings around, but she saw nothing. When she heard it again, she knew where it was coming from. Spike's crypt. But why would he be growling? He must be in trouble. Her steps quickened as she neared the tomb. She hesitated for a second, unsure what she could do to help him if he was in trouble. She was just Willow, she didn't have super strength. She wasn't sure she could actually help.

Another loud, angry snarl sounded and she knew she had to go in there. If he was hurt then she'd never forgive herself for doing nothing. She pushed the door open and stopped immediately. She didn't know if she was hallucinating, because if she wasn't, she didn't think her heart could take it.

Spike was there all right, thrusting furiously into a very willing Drusilla. She didn't know why Dru was back, or even when she came back, but she was here now and obviously Spike had missed her. She turned to leave, her eyes catching Drusilla's smug ones. When she heard Dru cry out Spike's name, she bolted out the door. She just had to leave.

~~~*~~~

Spike laid on the altar in his crypt, Dru had wrapped herself around him. He couldn't help but be disgusted with himself. He didn't want Dru, he wasn't even sure why she was back, but he knew this wasn't right. He didn't belong with her anymore. He didn't want her. He heard Dru giggle and he shifted to look her in the eye, wondering what she was laughing at.

"Poor dear." she muttered. He was confused, what was she talking about? "She knows.knows you want your mummy. She cries.sweet tears," she babbled. He suddenly knew who she was speaking of.

"What?!" he nearly screamed. She whimpered and backed away from his angry form. "Answer me!" he demanded.

"The little tree, she was here. She missed her Spike. But you aren't hers. You never were. Always mine," she declared. He jumped up, dragging on his clothes hurriedly and running to the door.

"Get out!" he growled, when she didn't move he added, "If I see you again, I'll stake you. Sire or not." With that he ran out the door, leaving the distraught Drusilla by herself.

~~~*~~~

"Willow!" he yelled as he ran into her house. Everything was still dark. She wasn't there, had been gone for a while now. He went upstairs, prepared to wait for her until she came home. He stopped in his tracks when he saw the opened dresser drawers and empty closet. Completely gone.

~Part: 8~ Rapid Hope Loss

A knock sounded, timid and shy, just like the girl at the door. She never imagined herself here. She and he had never been real friends, more like acquaintances. But she couldn't be home right now, and Sunnydale was just as lonely, so she left, came here. She only hoped that he wouldn't turn her away.

The sun would be up in a matter of minutes and Willow realized that he was probably just getting to bed. The knob turned slowly, a curious head popping out from behind the door. She registered the surprise on his face, but he quickly moved aside in a silent invitation.

He watched her move into the office with unseeing eyes. Her pain was palpable. He didn't know what happened but it was bad. He felt a familiar pang of remorse. She had always been so good to him and he never made any effort to check up on her. He knew things had to be big if she was coming to him for comfort and a place to stay.

"Sorry if I woke you," she said apprehensively. He sat her down and stood across from her, trying to discern exactly what was wrong.

"Its okay, Willow. I'm a night person," he assured her, trying to put a grin on her face. She smiled lightly but soon returned to that heart-shattered look she had been wearing since she arrived at his door. Angel frowned when she said nothing more. He kneeled in front of her, taking an unneeded breath, attempting to figure out what to say. Comforting despondent women was not his forte.

He was shocked at the scent he caught covering her tiny frame.

"Willow?" he asked hesitantly, "Why do you smell like Spike?" he knew his grandchilde was harmless now, but he was still very much the enemy. She tensed and he waited for an answer.

"It's not important," she said quietly, praying he would just drop it. He didn't want to let it go, but it was late, and the poor girl look exhausted.

"Alright, but we're not done," she nodded and he stood, gently gripping her elbow and leading her to the elevator. "Come on, Wills. Let's get you settled, you need to sleep. We'll talk more when you wake up." She smiled gratefully.

He led her to his bedroom, bidding her goodnight and leaving her to get comfortable. She had insisted that she take the couch since she had just showed up. But Angel was nothing but a gentleman, refusing to allow her to even consider sleeping on the couch.

~~~*~~~

Cordelia was making coffee, why no one knew, since no one would touch that stuff. Doyle was content just to watch the brunette.

"Do you *actually* do anything other than sit there and just wait for the inevitable migraine?" He grinned.

"What can I say? Watching you is a full time job, sweetheart." She groaned and fell into her chair.

"Where is the boss man?" she questioned, not really asking, just wanting to hear anything but silence.

"Right here," answered a soft voice as Angel left his office. "Something I need to talk to you about guys." They listened intently. "I sort of have someone here who needs to talk privately with me, and it make take all day. So, if you don't have any visions, feel free to take the day off."

"Don't tell me little Miss Cry-Buffy is here again?" complained as she gathered her things.

"It's not Buffy, Cordy," he replied with a sigh. "Thanks guys." Cordelia simply smiled.

"This doesn't bother me, Angel. I just hope you know that I'm still getting paid for today," she warned. He rolled his eyes and nodded. He was relieved when they left. It wasn't that he thought they would cause a problem, but he wasn't sure Willow would want more people around. Whatever was bothering her was obviously extremely personal.

He went back downstairs. Willow had just finished her shower and had changed her clothes. She was sitting awkwardly on his couch when he walked in. He smiled reassuringly.

"Can we talk, Wills?" She nodded tentatively. "Are you going to tell me what happened with Spike? I assume he's the reason you left."

"He's part of it," she confirmed.

"Part of it? What happened?" She laughed humorlessly.

"Let's see. What happened? Well, first Oz cheated on me with this skanky she-wolf, and then he left. Then everyone got tired of hearing me mope. So I foolishly tried a spell to ease my pain and Buffy ended up almost marrying Spike. Don't ask," she stopped him as he went to interrupt, "Don't worry, they still hate each other. So, then everyone ignores me, again. Out of the blue, Spike and I sort of have a.thing. To top that off, Oz shows up, trying to get back with me. But he smelled Spike, too and, well, he went all wolf on me and tried to kill me. He left *again*. Things were actually going good with Spike. And then he.she." she stuttered not even sure if she could finish her rambling statement.

"Oh, Will, I'm sorry. I had no idea. So.you and Spike are.together?" She snorted.

"I wouldn't say that. More like, we had sex a few times and then he went back to.her."

"Who?" he asked softly, needing to know the whole story.

"Drusilla," she whispered. She glanced at Angel. From his expression she knew she had no hope in getting Spike back. That's if she ever had him in the first place. Drusilla was his princess, his dark goddess. She.wasn't. And from what she saw, Angel knew that too.

"I shouldn't have come here," she broke in, shaking her head sadly.

"No, stay," he insisted. "But, why did you come here? I don't want to sound rude; it's just, you and I were never really close."

"It's not Sunnydale," she answered with a shrug. "Lately, there's been only one person who will listen to me, who even cared. And, well, he's busy doing something else, namely Drusilla. I just didn't think I could stay there, at least right now. I doubt they'll notice I'm gone. Buffy and I haven't really spoken, like best friends, in a while. Xander is so wrapped up in Anya he wouldn't notice if I was in the room. Giles might notice, though." He frowned at the idea that her friends could just forget her.

"What about Spike?" he asked hesitantly.

"He's busy. Trust me, she'll keep him occupied," she replied, a tinge of anger in her voice. Angel didn't know what to say. She just seemed so broken.

"Stay here, as long as you want. You're always welcome here."

"I couldn't. I don't want to be a burden. I just needed to get away for awhile. I'm fine. I should probably head back soon."

"Willow," he stopped her, "please. I could use your help here, and I think you could use a real vacation." She smiled.

"Thanks Angel," she replied, touched that he actually seemed to care. Lately that seemed so few and far between.

"But of course, you're going to have to work with Cordelia," he warned with a playful grin, which only grew when he saw the look of utter horror in her eyes.

~~~*~~~

All the while, Spike just clung to her pillow. Their scents covered the fabric, calming his demon. And he wept silently, for making the biggest mistake of his unlife. For ignoring love, because of fear, and hurting his girl in the process. She was gone and he had no idea where she could be. And he couldn't help but think he deserved all the pain he was feeling now.

~Part: 9~ In the Cold, Cold Night

"Shouldn't you call them?" asked Angel after a companionable silence.

"Why? Trust me Angel, they won't know. Besides, if Buffy knows I'm here, she'll get all sad, because of, well.you. So, it's probably better if I don't." He nodded in understanding.

"But, maybe just Giles. You said he would notice your absence. I wouldn't want him to worry. He doesn't even have to tell anyone else. Just so he knows you're safe. It seemed like you left in a hurry last night." She paused, really thinking about what he said.

"I suppose you're right. Just Giles, though." He smiled when she finally agreed with him and left her in his living room to make her phone call in private.

Willow was decidedly nervous as the phone rang, unsure how the watcher would take the news that she was staying with Angel. Those two hadn't been on the best of terms since the whole 'Angelus' incident.

On the third ring the former librarian picked up.

"Uh, hello?" she hesitated for a second before answering.

"Hey Giles, its Willow. I gotta tell you something."

~~~*~~~

Giles watched the tired group file into his living room. They had just returned from patrol, one which Willow was noticeably absent from. He was amazed when not one of them asked where she was. He, of course, knew because of her phone call this afternoon.

Spike also looked rather haggard as they swept through the cemeteries. He looked as if he was functioning on autopilot. The watcher had no clue as to what could have caused such a dramatic change in moods.

It finally dawned on Xander as they sat commiserating about their latest battle that they were missing a member of their group.

"Where's Wills?" Buffy shrugged.

"Dunno, she hasn't been at the dorms for a couple days. Maybe she just took a night off?" Giles shifted uncomfortably in his seat. He had sworn to Willow that he would not tell them of her whereabouts.

"Does it matter?" asked Anya. "She's probably crying because Oz left again." Giles was surprised with the lack of feeling on her friend's part. He was taken aback when he heard a low growl come from Spike at Anya's last statement. Curious.

"Maybe," agreed Buffy hesitantly. "Well," she said, stretching as she stood, "it's been a long night, so I think I'm gonna turn in." The couple next to her rose as well and muttered their goodbyes as all three of them left. Spike remained, staring at the floor.

"Where is she really?" the vampire asked, his voice hoarse. Giles looked at him sharply.

"What makes you think I know?" Spike let out a hollow laugh.

"A good liar you are not, Rupert."

"All right," he conceded, "why should I tell *you*?"

"I.I just need to know if she's okay. Please, Rupert." The watcher was shocked to see such desperation clouding the vampire's features. He thought for a moment before speaking.

"So you're the one." Spike merely gave him a questioning look. "I wondered why Willow was dealing with all this so well, considering her closest friends have been.less than considerate. She's been with you?" He nodded slowly.

"Yeah. Never really expected it to happen. But she was hurting and I.I wanted to be there for her. Where is she, watcher? I need to talk to her. I.I messed up. I *have* to talk to her," he insisted.

Giles didn't know exactly what Spike had done, but if it caused Willow to leave town, it must have been rather devastating.

"Los Angeles. She's in Los Angeles." Spike was trying to figure out where in all of L.A. she could be.

"What is in L.A.?" he wondered out loud. A thought suddenly came to him. "Oh, bloody hell! She's with the poof?!" Giles stifled a chuckle at his exasperated look.

"Uh, yes Spike. She's staying with Angel. Maybe it would be best to just let her work it out-" his advice was met with the slamming of the front door, "herself." He shook his head, a small grin on his face. He almost felt bad for Angel. He was about to get the houseguest from hell.

~~~*~~~

"Are you sure I should do this?" Willow asked Angel as she nervously played with the hem of her shirt. He smiled reassuringly.

"It'll be okay. Trust me."

"She doesn't mind?"

"Of course I don't mind!" admonished a perky voice from the front door of his office.

"Hey, Cordy," the redhead greeted shyly. Angel had suggested earlier that she should go out with Cordelia that night. Since Willow didn't know her way around the city, besides he thought they could use sometime to possibly patch things up between them, especially if Willow would be here for awhile.

"Wills," the former cheerleader acknowledged with a smile, "it's good to see you again. It's been ages, well, months, but same difference." The brunette grabbed the smaller woman's hand, pulling her with her to the door. "Come on, Wills. Let's leave the King of Brood here and get something to eat. You have to tell me all about the goings on in Sunnydale." Angel smiled warmly as he watched them leave.

Cordelia had become a surprisingly good friend in the past few months and Willow could use another woman to talk to. He tried to be of help, but he knew there was only so much he could do. What amazed him was how willing Cordelia was to show Willow around. The brunette had changed a lot since her time in Sunnydale, this was only further proof.

He stood, gathering invoices that his not-so-efficient secretary had left lying on her desk this morning. Doyle was most likely at some pub, quoting 'Angela's Ashes', no doubt, so he didn't expect the Irishman to pay him a visit tonight. Instead of his usual patrol, Angel decided to spend the night in. He wanted to be there when Cordy brought Willow back. He wanted to continue their earlier conversation, find out why this sweet and innocent girl ever got involved with his obnoxious grandchilde.

Moving into his office, he sat in his chair, making sure to leave his door open slightly so he could see the front door. He put away the papers he was carrying and settled into his chair, an older book open on his lap.

Time passed quickly, he noticed when he glanced at his clock. He heard voices in the distance and the sound of laughter. He smiled softly, knowing Willow needed to laugh, she had been so down since she had arrived. He stood and put his book away before leaving his office to greet the two girls.

"Have a good time?" he asked, focused on the redhead as they walked through the door.

"Yup," she assured him. "Thanks Cordy. It was fun."

"Definitely, we should do this again. But," she said, checking her watch, "it's about time for all good girls to go to bed."

"So where will *you* be going?" asked Willow with a playful grin.

"Don't try me Rosenberg," she warned, "night all. See you in the morning boss." With that Cordelia was gone, leaving the vampire and the witch in his office.

"I'm glad you two got along so well, Will."

"Yeah, Cordy is not so bad when she's not worried about impressing people. She's grown up a lot."

"That she has," Angel signaled for her to sit in the chair in front of Cordelia's desk and he leaned against it. "So, how are you?"

"Ok, it was nice to get my mind of all of it for awhile, you know?" He nodded understandingly. "Well, I should probably follow Cordelia's lead and head to bed," he stood, walking her to the elevator.

They heard the front door open.

"Hmmm," Angel wondered, "Cordy must have forgotten something." They walked further into the office and Angel tensed when he saw who was standing there. Willow's mouth was hanging open, she never expected to see him there.

Spike shuffled his feet awkwardly, "Hello, Red."

~Part: 10~ Beyond the Gray Sky

Angel was angry. He was furious that his grandchilde presumed that he wouldn't be staked on site once he stepped foot on his premises, and incensed that he would come here and hurt the girl next to him, again. He swore to himself that he would protect her from further pain as best he could.

Willow didn't know what to say. She was annoyed that Giles obviously hadn't kept her secret, saddened at the thought of Spike.with Drusilla, and conflicted. Part of her wanted to hit him, demand why he slept with her. Another part of her told her that she had no right to be angry. She and Spike weren't a couple, she said it herself, friends with benefits, obviously nothing more. But still, deep down, she felt something for him, against her better judgment, and she couldn't help but feel betrayed. But why was he here? Especially now that Dru was back. She figured that he wouldn't leave her side now that she wanted him back.

Spike wasn't sure what to say now that he was finally here. He had spent the entire car ride thinking of a way to explain it to her, make her understand. But now that she was in front of him, he was at a loss for words. He didn't want to look like a ponce, especially in front of Angel, but he needed her to listen to him. He decided to ignore Angel, as best he could. It wouldn't do to get the poof all riled up. If he thought he was going to hurt her, Angel would never give him a chance to speak.

"What are you doing here, Spike?" Angel all but growled. Spike still didn't look his grandsire in the eye, instead focusing intently on the redhead before him. He cringed inwardly when she shifted slightly so that she was protected by Angel's large frame.

"I asked you a question, boy. Answer me, *now*!" Spike glared at him.

"None of your business, Peaches. Between me and the girl."

"*The girl* is under my protection, so it *is* my business."

"Fine, Paingel. I need to talk to Red, privately. Not gonna hurt her." he stared at her, mumbling sincerely, "never meant to hurt ya."

"Spike, I think you should lea-" he continued, by the small woman interrupted him.

"Angel," she placed a reassuring hand in his arm and Spike glowered at the familiar contact. "It's okay. I should talk to him. I'll be downstairs soon." He held her gaze for a moment before nodding tentatively and walked to the elevator.

"If you need anything." he left the sentence hanging, wanting her to know she only needed to yell and he'd be there. She smiled and shooed him away. He glared once more at Spike, his eyes amber, warning his boy not to hurt the girl or he'd have hell to pay, before leaving the two alone.

Willow sat on Cordy's desk, motioning for Spike to sit in front of her. He complied and an awkward silence followed. She sighed when he continued to say nothing.

"Why are you here?" she finally asked.

"I think the better question, witch, is why are *you* here?" She frowned at his lack of an answer.

"Vacation," she stated simply.

"Liar. Why did you go running to the poof?" he barked. Her eyes narrowed and he realized arguing with her may not be the best way to sort this out.

"I don't have to justify my actions to you, Spike. I left because I felt like it. There was nothing keeping me in Sunnydale. At least here, people feel like talking to me."

"What do you think *we* were doing?!" he asked incredulously.

"Don't remember a lot of talking going on, Spike. Besides, you were.busy. I don't know why you're even here."

"I'm here because you just picked up and left town in the middle of the night! Scared me to death.or more death, you did!" She snorted.

"Huh? I really didn't think you'd notice. Tell me something, Spike. Did they even notice I was gone?" He shifted in his chair, not looking at her.

"They asked about you."

"Really, so did they think I was missing?"

".no.they sorta just brushed it off. Slayer said you were probably just taking the night off." She smiled sadly.

"That's what I thought. Listen, you don't need to be here. Don't feel some misguided responsibility toward me. You know where I am, that I'm fine. Just take it and let it go."

"Are you?" she gave him a questioning look, "Fine, I mean. Are you?"

"Peachy," she replied with a fake smile. "Go home, Spike. I'm sure you're missed," she insisted with a bit of anger in her voice.

"She's not there." Willow looked at him sharply. "I.I told her to leave," he told her, thinking back to the night before, with Dru.

Willow shrugged, trying to act unaffected, "I don't know what you're talking about." He gave up acting cool when she refused to acknowledge what she saw.

"Bloody hell! Don't give me that! I know you saw.us." He ceased his yelling when he heard a low growl. Willow hadn't heard, it was only meant for his ears. Angel was warning him to tread lightly. Seems that granddad was big on eavesdropping. "Willow, listen. It.it's not what it seems."

"Don't bother, Spike. It's no big deal. I get it." He was beginning to get frustrated. She was not making this easy for him.

"So, you're telling me that you didn't walk in on me and Dru shagging and immediately left town?" She was taken aback by his blunt statement.

"I.well.yeah, but." she stuttered, unsure how to defend her actions. He sighed, leaning back in his chair.

"Listen to me, pet. I wanted nothing to do with Dru. But, I don't know.I was feeling a bit.insecure, and if you repeat that I'll kill you, chip and all," he warned, "She said some things. Caught me in a weak moment. I.it didn't mean anything. Truthfully, I was right disgusted with myself after. When she told me you were there, that you saw, I ran. I told her to get out, or I'd stake her myself. I went to your house, but you were already gone." She couldn't bring herself to look him in the eye.

"I never meant to hurt you.I can't really explain it all, but I am sorry." She smiled weakly.

"Its okay, Spike. I don't know why I let it bother me in the first place. We had our talk, we're friends, and I wouldn't trade that. But I have no claim on you, nor do you have a claim on me. What you do in your free time is none of my business. I had no right to judge. Things have just been.difficult lately, with Oz, and my friends avoiding me. I let things get to me easily. It won't happen again. We're cool, no harm done," she assured him.

He returned her smile but his heart wasn't in it. She forgave him, which was good, but she still didn't see them as a couple. It saddened him to think she would never want him as anything more than a friend, a bed buddy. But he was willing to take what she would give him. Maybe he could show her how much he really cared for her. Show her how she needed him, just like he needed her. Make her want him in her life, as a partner. Not just her best friend, but convince he was the only one she would ever need.

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