~~*~~*~~*~~*~~

“You have to come.”

“And why is that, pet?”

“Because if you don’t, they’ll set me up with someone.  Again.  Last time,
they set me up with Riley’s friend Forrest, and I’m pretty sure he’s evil,”
Willow informed the blonde vampire in front of her.

“And I’m not?” he asked with a raised brow.

“Well, yeah, of course you’re evil.  I mean, you’re a demon and all that,
but, you know, you don’t bite.  I’m not so certain about Forrest,” she told
him nervously.

“Did he try anything?” Spike asked, his eyebrows snapping together as he
frowned in distaste.  If that whelp had hurt her...

“No, no, nothing like that.  I just... I just don’t trust him.”

“And you trust me?” the vampire queried, his voice amused.

“Well, no.  But you couldn’t hurt me even if you wanted to, which I’m sure
you do, but you can’t... and this really isn’t the way to win this argument,
is it?” the redhead asked, her nose wrinkled up in concentration.

“No, pet, it isn’t,” Spike replied with an unnecessary sigh.  The damn chit
had a way of getting to him, and he was pretty certain he’d end up doing
whatever it was that she wanted him to.  Still, he wasn’t ready to admit
defeat just yet.  “Can’t you go alone, love?”

Willow shook her head violently, and Spike had the urge to reach out and
hold it for fear that it would fall off.  “No, I can’t,” the redhead told
him, trying to look pitiful.  “They won’t let me.  All four of them are on a
‘we want everyone to be as blissfully happy as we are’ kick, and it’s pure
torture.  Please, Spike?  Please come with me?”

With an exasperated sigh, Spike gave in.  “Fine, I’ll go.”

“Really?” Willow squealed in a rather undignified manner.  “You’ll go?”

“I said I would, didn’t I?”

“Oh, thank you, Spike!” the now happy redhead exclaimed as she rose on her
toes to kiss Spike’s cheek.  “Thank you, thank you, thank you!”

“You’re welcome, pet,” the vampire replied with a reluctant smile.  “Now,
where is it that I have to go tonight?”

“The carnival, of course.  Didn’t you know it was in town?”

~~*~~*~~*~~*~~

The carnival.

Loud noises, people laughing, children screaming, bright colors and smiling
faces.  Spike didn’t particularly like carnivals - he never had - but they
did have their good points.  All that lovely blood in all those lovely
bodies that were wandering around in the night so carefree.  It would be so
easy to just grab someone and pull them into a dark corner, to smile
viciously as he vamped out and sank his teeth into...

Oh, right.  He couldn’t bite anymore.

Bloody hell.

Sighing, Spike looked down at the redhead walking beside him.  She held a
bag of cotton candy in her hand, and he snagged some, smiling at her when
she looked up at him.  The night hadn’t turned out as badly as he had been
afraid it would.  The highlight, of course, had been commando boy’s
immediate recognition of him as Hostile 17.  Buffy had spent a good fifteen
minutes explaining why she hadn’t staked Spike, and Anya had made it worse -
or better, in the vampire’s opinion - by asking Willow if Spike was the
girl’s new orgasm friend.  The chit had turned almost as red as her hair,
stuttering out a ‘no’ while Spike tried to contain his laughter.  It had
been, he had to admit, rather entertaining.

“What are you smiling about?” Buffy asked grouchily, still miffed about the
argument she’d had with Riley.  The blonde man hadn’t said much of anything
all night, and she blamed it all on the vampire who was currently eating
Willow’s cotton candy.

“Nothing much, Slayer.  Aren’t you enjoying yourself?” he asked as he licked
the sticky substance off of his fingers.  As a vampire, he didn’t have much
use for food, but he did enjoy cotton candy.  He hadn’t had any since his
last trip to the carnival, and that had been... no, wait.  He didn’t want to
think of his last trip to the carnival.  There were some things that were
better left forgotten.

“Are you okay?” Willow asked him quietly as she noticed the sour look on his
face.

“Yeah, pet, I’m fine,” he replied absently as he looked around for something
to do.  Something that would take his mind off his past carnival
experiences.  “Hey, do you want to go ride the Ferris wheel?” he asked
suddenly, his eyes glued to the monstrosity.

“That would be great,” Willow told him as she took his outstretched hand,
allowing herself to be pulled towards the ride.  Smiling, she looked back at
the others.  “You guys coming?”

“No way are we going on that thing,” Anya told Xander warningly.  “I don’t
like heights.  Let’s go ride something else.  Or go to the House of Mirrors.
  We could have sex there.”

“Anya, I don’t think that’s really...” The rest of Xander’s protest was lost
in the noise of the crowd as his former demon girlfriend began to drag him
towards the funhouse.

“How about you two?” Willow asked, looking at Riley and Buffy.

“I don’t think so,” Riley said darkly, before softening the words with a
smile.  It wasn’t Willow’s fault that Buffy hadn’t staked Spike... of
course, he still wondered just exactly what had prompted the redhead to
invite the vampire along on this little excursion.  Glaring at the bleached
blonde demon, he continued.  “I think I’m going to play some of the games.
I saw a shooting game earlier... it never hurts to take some target
practice,” he said warningly, hoping the vampire got the message loud and
clear: hurt Willow, get shot.  And not with some little toy gun either.  No,
Riley was more in the mood for a stun gun.

“Have fun,” Spike said, his voice matching the coldness of the commando’s.
Sighing, he watched the Slayer trail after her boyfriend, then turned to
Willow.  “Let’s go take a ride, shall we, pet?”

~~*~~*~~*~~*~~

Willow had forgotten just how... open... and high... a Ferris wheel was.  As
the wheel swung higher, she clenched her eyes shut and whimpered softly,
drawing Spike’s attention.

“You okay, love?” he asked curiously.  He’d heard her heart speed up a few
moments before, but he had originally thought it was excitement.  Now he was
fairly certain it was fear.

“I’m... fine,” she managed, her voice shaking slightly.

“No, you’re not.  Why didn’t you tell me you were afraid of these things?”

“I forgot.”

“You forgot,” Spike repeated in a slightly exasperated voice, then sighed.
He reached into his duster and pulled out a flask, offering it to her.
“Here, pet.  Drink some of this.  It’ll relax you quick.  It’s pretty potent
stuff.”

Willow opened her eyes slowly, allowing them to focus on the proffered
drink.  She seemed to consider it for a moment, then shook her head.  “No.
I’d rather be scared than drunk,” she told him decisively in a voice that
still held a hint of fear.

“Fine, whatever you say,” he replied with a shrug, taking a gulp of the
liquor.  He switched the flask to his other hand, then wrapped his now free
arm around Willow, pulling her close.  “We won’t be up here much longer, you
know,” he told her as she snuggled in closer.  He wasn’t certain if she was
doing so because she was scared or because she was cold.  It was awfully
windy; she was sure to be a bit chilly.  “It’ll all be over in just a few...
minutes,” he finished lamely as the Ferris wheel came to a shuddering stop.
They were now at the very top.

Willow moved so close to him she was practically in his lap.

~~*~~*~~*~~*~~

“Shouldn’t they be back by now?” Buffy muttered as she took aim and fired
her little toy weapon.  So far she had won stuffed bears for herself and
Willow and a hat for Xander.  She was working on getting another stuffed
animal, this time for Anya.  “I mean, how long does it take to ride the
Ferris wheel?”

Riley just shrugged, took aim, and fired.

He missed.

~~*~~*~~*~~*~~

They were now officially stuck.  Five minutes at the top had stretched into
fifteen, and Spike could now see a flurry of activity on the ground where
workers were trying to figure out just why the ride had gotten stuck.
Willow was practically sitting on him - which wasn’t altogether unpleasant -
with her face pressed to his shoulder.

“I want down,” she mumbled, her voice muffled by his duster.

“I know, pet.  Unfortunately, I can’t get us down.  Come on, Red,” he said
as he eased her away from her shoulder somewhat reluctantly.  “Let’s see if
we can spot the others.”

“Why?” Willow asked, her brow furrowed in confusion.

“It’ll pass the time,” Spike replied.  It reality, he just thought it would
be a good distraction for Willow.  “It’ll be like playing Where’s Waldo,
only we’ll be using Slutty the Slayer and her Merry Men for targets.  You
game?”

“I’m game,” Willow said softly, her eyes already searching the crowd.  “And
don’t call her Slutty,” she added as an afterthought, causing Spike to grin
as he settled back - his arm still around Willow - and began searching the
crowd.

~~*~~*~~*~~*~~

“You know, Anya, we really shouldn’t-”

“Shut up and kiss me, you idiot man.”

Since Xander didn’t think he’d be getting any better invitations any time
soon, he did.

~~*~~*~~*~~*~~

“This is pointless,” Willow said after a few minutes.  She and Spike had
spent the past several moments in silence as they searched the crowd, with
Spike occasionally taking a sip from the flask he had in his hand.  The
redhead was pretty sure she didn’t want to know what was in it.  “We found
Buffy and Riley almost immediately, and Xander and Anya are nowhere to be
found.  They’re probably having sex in the House of Mirrors,” she said with
a sigh.

Spike nearly opened his mouth to say ‘lucky them,’ but caught himself in
time.  He didn’t want Willow to think he didn’t want to be with her, and she
would most assuredly take it that way, even though his meaning would have
been more along the lines of ‘I wish it was us rather than them.’  He’d had
a bit of a crush on Willow ever since he’d kidnapped her a year before, and
having her little body pressed against his - and practically on top of him
for awhile - had been wreaking havoc on his senses for the past twenty
minutes.  Oh, yeah, he wished he and Willow were down doing naughty things
in the House of Mirrors.  Sighing, he took a slightly larger drink from his
flask, grateful that he’d actually thought to bring two with him.  If this
kept up, he’d probably need them both.

“Oh, look!” Willow cried excitedly, causing Spike to smile.

“Did you find them?”

“No, not yet.  But look over there,” she instructed, pointing to the far
edge of the carnival where several small tents were set up

“What is it?  A fortune teller?”

“No.  It’s sideshow acts.”

“Sideshow acts,” Spike repeated nervously, the hand holding the flask
freezing about halfway to his lips.

“Yeah, you know.  Circus freaks.”

Spike took a really big gulp from the flask.

~~*~~*~~*~~*~~

“What happened to Spike?”

“Well, Buffy, what do you think happened?” Willow returned as she helped the
inebriated vampire off of the ride.  “He’s drunk, the big undead idiot.”

“Why is he drunk?” the Slayer asked, confused.

“Because he drank two full flasks of God knows what while we were stuck on
the damn Ferris wheel,” Willow replied.  Spike stumbled suddenly, nearly
sending both himself and the petite redhead to the ground.  Only Xander
grabbing hold of Spike’s other arm prevented it.

“Need some help, Will?”

“No, I’ve got him.  He’s my responsibility.  I did invite him, after all.”
Sighing, she turned her head to look at the vampire.  “Come on, Spike.
Let’s get you home.”

“Are you trying to take advanich... andvantag... are you trying to get me
into bed, Red?” Spike slurred.

“You don’t have a bed, Spike.  You have a crypt.”

~~*~~*~~*~~*~~

“I did it m-y-y-y-y-y w-a-a-a-y,” the drunken vampire warbled.

“I’m sure you did, Spike.  And Frank Sinatra would be so proud,” Willow
informed him as she continued pulling him through the cemetery.  “Come on,”
she coaxed as the vampire stopped suddenly.

“Stand by your m-a-a-a-a-n,” Spike sang out in an abrupt change of song.

“Oh, God.  Now he thinks he’s Tammy Wynette,” the redhead muttered as she
made a grab for the bleached blonde.  He shrugged out of her grasp and
whirled around before reaching out and cupping her cheeks in his hands.

“You stood by your man, pet.  And he just walked away,” he murmured, causing
tears to well up with Willow’s eyes.  “Shh, don’t cry, love.  Any man would
be lucky to have you.  The wolf was an idiot.  Didn’t know the best when he
had it.  Can I have the best, pet?” he whispered before brushing a light
kiss across her lips.  “Can I have you?”

Just as quickly as he had grabbed her, he released her, dancing back over
the graves while Willow stared at him, wide-eyed.  After a moment, she shook
her head to clear out the cobwebs that had suddenly appeared, then ran to
catch Spike, who was currently doing a rather... interesting impression of
Elvis Presley while singing ‘Heartbreak Hotel.’

“Come on, let’s get you home,” she muttered as she once more took his arm.

~~*~~*~~*~~*~~

“Crypt, sweet crypt,” Spike mumbled as Willow led him inside.  He  had
performed a medley of most of the songs he could remember, including a few
showtunes, on the way back to his home, and he was now winding down.

“Yeah, Spike, whatever,” Willow, torn between exasperation over his singing
and confusion over what he had said to her in the cemetery, muttered as she
led him to the sleeping bag he’d procured from Giles.  “Interesting place
you’ve got here.”

“Yeah, well, if I’d known you were coming, I would have cleaned up,” he
retorted before turning and grabbing her.  He pulled her close and nuzzled
her neck, causing Willow to shiver.  “Stay with me tonight, pet.”

“You’re drunk,” Willow hissed as she pulled away.

“And you’re sober.  If you’d have taken the drink I offered you, things
would be different.”

“Yeah, we’d both be drunk, and we’d probably end up doing something we’d
regret in the morning.”

“Who says I’d regret anything?” Spike asked as he came closer.  The look in
his eyes had Willow’s breath coming faster, and more than a little uneven.

“Spike?” she questioned, her voice unsure.  No one, not even Oz, had ever
looked at her the way Spike was looking at her.  She was afraid she’d
spontaneously combust from the heat in his eyes.

“That’s my name,” he whispered as he stepped even closer...

~~*~~*~~*~~*~~

Bloody hell, his head hurt.

Groaning, Spike began to open his eyes, then stopped as he suddenly became
aware of something.  He was on top of something.  And that something was
alive.  He strained his mind, trying to think back to the night before.

The carnival.

Oh, no.  He’d gone to a carnival, and he’d gotten drunk.  Last time he had
done that, he’d ended up wandering around the sideshows and taking home the
bearded lady.  After that, he’d sworn he would never again go to a carnival.
  He’d stuck to it, too.  At least, he had until the little witch...

The little witch.

Carefully, Spike breathed in the scent of the silky hair that his face
seemed to be buried in, smiling when he smelled the lavender of Willow’s
shampoo.  Slowly, he lifted head and opened his eyes, pleased and more than
a little relieved at the sight that greeted him.  “Well, this certainly is a
pleasant surprise.”

Willow opened her eyes sleepily.  “Morning,” she muttered.  Her focus
sharpened as the smile on Spike’s face slowly faded.  “What’s wrong?”

“We didn’t... did something happen that I should know about?” he asked,
uncertain.  They seemed just about fully-clothed from what he could tell,
but that didn’t necessarily mean anything.

“You mean you don’t remember?” Willow asked, doing her best to make her face
fall sadly.  From Spike’s reaction, she could only assume she had done a
good job.

“I’m sorry, pet.  It’s not that I don’t want to remember.  It’s just that I
was three sheets to the wind, and I’d give anything-”

“Spike.”

“-to remember-”

“Spike.  Nothing happened.”

“-and I’m so sorry, and... What?”

“Nothing happened.  I mean, you kissed me and stuff, but you passed out
before anything big happened.”

“I passed out?  I’m not sure I like that.”

“I’m not sure I like that, either.  You kept rolling back on top of me every
time I tried to leave,” the redhead informed him with a laugh.

“I did, did I?  Well, apparently I have good taste, even when I’m
unconscious.”  Smiling, he leaned down to kiss her.  She returned the kiss
readily, running her fingers through his short hair and pulling him even
closer.  When his hands began to run over her, however, she pulled back, a
question in her eyes.

“Spike?  What are we doing?”

“I think we’re finishing up what we started last night, love.”  He saw the
nervousness in her eyes and quickly kissed her nose.  “I’ve wanted you for a
long time, Willow.  Ever since that night I kidnapped you... I’ve wanted
you.  I want you.”

“I want you, too,” Willow admitted softly, knowing that her crush on the
vampire was the real reason she had invited him to the carnival.  If she’d
wanted to avoid a blind date courtesy of the Love Brigade, she could have
just brought Giles or stayed home.  Smiling, she lifted her head and kissed
the blonde vampire, then pulled back, her smile widening.  “Oh, and Spike?”

“What is it, love?” he asked as he lowered his mouth to her throat.

“Don’t pass out before we get to the good stuff this time, okay?”

The End

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