*********
 

"Look, guys, I have to go. Study date." Willow smiled slightly as she put on her coat and headed for the door.

"You have a study date?" Buffy asked surprised.

"Yeah…No…Sort of. It's not a date. But I'm gonna study, so I guess you could say yeah." She told them nervously.

"But with someone else?" Xander asked, curious. He hadn't remembered the last time Willow had gone out with anyone outside of their little group, even to study.

"Well, no. Just me and my books." She tried to laugh but it came out as more of a strangled cry. "I gotta go." She ran out of the door before someone could stop her.

"That girl needs to get a life." Anya observed.

******

Spike watched as the little redhead left the Watcher's house. He followed her at a distance. He wanted to make sure she got home safely. It wouldn't do for anything to happen to her. The little witch intrigued him. He had first noticed her when he had come back to Sunnydale for that love spell the previous year. She seemed so weak and fragile, but in truth she was strong. Stronger than any of the others. She had fire, and a strength of will he wouldn't have thought possible for such a little thing.

He had been working with the Slayer and her merry band of misfits, at the insistence of his bloody Sire for almost six months now, and he had taken the time to get to know the little spitfire. She was always nice to him, even when the others had been skeptical of him helping them. She always made an effort to include him in whatever stupid thing they were doing.

He watched as she slowly shut herself off from the others. They didn't even notice. They were too wrapped up in their own lives. The didn't see how she seemed to close herself off when they were all together, or how she made any excuse to leave as soon as she could. They didn't see how she through herself into her studies so she wouldn't have to think of anything else. He did. He saw it all. He wanted to sweep her up off of her feet so she would think of nothing but him. He wanted to make her his, and she would be his. Even if she didn't know it yet.

*******

Willow had made it halfway to her dorm when she changed her mind at the last minute and turned around. She didn't want to go home, to her empty dorm room. Just another reminder of how alone she felt. She started walking towards her parent's house. They were out of town, as usual. She would still be alone, but it would remind her of a time when she wasn't.

As she walked towards the house, she noticed that someone was following her. For a split second, she was afraid. She was worried that it was a vampire, or other creature of the night. And then she remembered. She didn't care. It would have been of little consequence if her life ended on this night, or on any other.

******

Spike watched as she changed directions. It only took him a minute to realize where she was going. He had followed her home on many nights, and on several occasions she ended up here. In an empty house, where she found solace with no one. He wasn't exactly sure what it was that kept her locked inside herself. He only knew he wanted to be the one to ignite the fire he knew burned deep inside of her.

He saw her body tense. She knew he was there. She had sensed him. She was always doing that. She would always know when he was nearby. He didn't know how she knew, or even if she knew that she knew.
Spike watched in fascination as she slowed her pace slightly, as if testing the theory that someone was indeed following her. Then, as if coming to some sort of decision, her body relaxed and she continued on her way. She had just entered the park when he spoke.

"Where are you off too, Pet?" He asked as he stepped out of the shadows.

"Spike?" Willow turned around, surprised. "What are you doing here?"

"You shouldn't be walking home alone at night. Couldn't the Slayer spare the time to walk you?" He asked, knowing that it was unlikely the Slayer even knew she had left.

"Buffy," willow emphasized her name, "is not my keeper. I am perfectly capable of getting myself home in one piece." She told him, irritated that he thought she couldn't take care of herself.

Spike chuckled. "Really, Pet. And what If I was here because I thought you looked good enough to eat?"

Willow rolled her eyes. "Are you?"

Spike looked her body over suggestively. "Maybe."

Willow groaned. "I don't have time for your games." She turned back around and started walking through the park.

"Games? What makes you so sure I'm playing?" He asked as he caught up with her.

Willow stopped and glared at the vampire. "Haven't you heard? Little Willow's a frigid little mouse. Ask Buffy, or Xander even. I'm sure they'll tell you all about it." She snapped as she walked briskly away.

"We'll see, pet, we'll see."

******

Willow slammed the door to her parent's house behind her angrily. *Who the hell did he think he was? * She asked herself. She didn't need some vampire reminding her how completely undesirable she was. She was reminded of that everyday.

It had been nine months since Oz had left. He had just packed up one day and said he was leaving, and not coming back. He said he had had enough of her. He couldn't stand the sight of her. He couldn't pretend he liked her, not anymore. She had given herself to him, and he just walked away.
It was then that she realized she was alone. She would always be alone. Oz had been the only person who had taken any kind of interest in her, as more than a friend. But even he didn't think she was worth anything. It wasn't so much that she missed him, because in all honesty, she didn't. She had liked him. He was a nice guy, or so she had thought, buts he had never felt that extra something. That spark. She was never driven by an undying passion. She never wanted to possess him body and soul. She never felt any of those things, and she doubted she ever would. They were just a myth. Real women weren't swept off their feet by men who made their blood boil, and their bodies ache with need. Real men didn't love with a passion worth killing for. It just didn't happen. At least not to her.

Willow sighed as she climbed in her bed and fell into a deep, dreamless sleep.

*****

Willow walked into Giles house and took a look around. "Hello? Is anyone here?" she called into the empty room. When no one answered, she sighed and flopped down on the couch. She had gotten a message that they needed her help with researching some new demon Buffy had spotted on patrol, so she had come over here to help. But now it didn't look like anyone was home.

"Luv, you made it." Spike walked around and took Willow's hand and pulled her off the couch.

"Spike? What are you doing?' She asked, confused.

"Come on, Pet. Let's go." He told her, ignoring her questions.

"Spike!" Willow pulled her hand away from his. "Where is everyone?"

Spike shrugged. "Don't know. Don't care. Now come on, Luv. We'll be late." He dragged her out of the house.

"Where are we going?" She asked when she realized he wasn't going to offer any information.

"Out." He told her with a grin.

She groaned, but followed him anyway.

******
Two hours and three margarita's later, Willow was giggling hysterically. At what she couldn't be sure. She seemed to find everything funny.

"Pet? Are you alright?" Spike asked her with the raise of an eyebrow. He had taken her to a club in North Brook, two towns over from Sunnydale. At first she had complained, but eventually he had gotten her to relax. Of course the alcohol helped.

"Maybe you should quit drinking." Spike took her glass away and smiled wryly at her. She wasn't used to drinking and had gotten promptly drunk. Now she was sitting there, laughing hysterically at nothing in particular.

"No!" She grabbed the drink away from him. "I…I…I just want…" Her words trailed off as her head swam with dizzying images.

"You want what, Luv?" He asked softly.

Willow looked up at him, her green eyes glazed as they bore into his blue ones. "I just want to forget."

"Forget what?"

"Everything." She told him sadly. "Who I am, who I'm not."

Spike took her hand and lifted her off the stool. As guided her out into the cool night air, he rubbed small circles along her back.

"I'll tell you who you are, Pet. You're someone who is beautiful, and intelligent, and funny. Someone who deserves a hell of a lot more than she got." He turned her to face him. Her eyes were lowered to the ground. She was afraid to see the mocking in his eyes.

"And I'll also tell you who you're not." He lifter her chin up so that she was forced to look him in the eye. She was surprised to see the seriousness in his blue eyes.

"You're not someone who would let anyone feel left out, even a soulless demon like me. You accept me, demon and all. No one's ever done that." He bent down to place a gentle kiss against her soft lips. Just before his lips brushed against her, Willow pulled away. She pushed him away, and looked apologetically at him.

"I'm sorry." She told him with tears in her eyes.

"For what, pet?"

"For standing here like an idiot and forcing you to say things you don't mean to make me feel better. I'm fine."

"Willow." He grabbed her and pressed her firmly against his chest, hugging her tightly. "I haven't said anything I didn't mean. You're beautiful. You don't know how much I want you." He whispered into her hair.

"Stop!" She pulled away from him and wiped her face with the back of her hand.

"Just…just take me home. Please?" She asked.

Spike nodded and walked her back to his car.

******

Forty-five minutes later Spike pulled into the driveway of her parents house. When she opened the door to leave, he stopped her with a hand on her arm.

"Willow, I'm not giving up." He told her quietly.

She smiled slightly, knowing that he was just trying to make her feel better.

"Thanks. For everything. I won't forget what you tried to do." She kissed him softly on the cheek and climbed out of the car before he had a chance to say anything else.

Spike watched her walk into the house and smiled softly. "I won't let you." He whispered to himself.

He knew that it was going to take time to get through to her. But time was something he had an abundance of.

*****

Willow looked up briefly as she heard Buffy come in from patrol, followed by Anya, Xander and Spike. She had stayed behind to help Giles with some research. She averted her eyes from Spike's lean form before he noticed her watching.

She returned to her computer and shut it down. Once the screen went black, Willow stood up and grabbed her jacket. "I'm gonna head home." She walked out the door before anyone had a chance to stop her.

Buffy turned to Spike. "Well?"

"Well what, Slayer?"

Anya rolled her eyes. "Go after her, you dimwit!"

Spike looked from Buffy to Anya, unsure if they were testing him or not, then shrugged and walked out the front door to find his witch.

****

Spike headed towards the dorm, hoping to catch her before she had gotten inside. When he reached the door, he was about to knock when he realized she wasn't there. He couldn't sense her. Her essence still lingered in the air, but it was from an earlier time. Spike left the building and headed towards the cemetery. He didn't know why she went there, but she often did.

When he arrived in the silent section of tombstones, he found Willow sitting on top of the same headstone she always sat on. She didn't look up when he approached, but he knew that she had sensed him.

*****

"Why are you here?" Willow's voice broke through the silence.

"You know why." Spike told her as he leaned against a nearby tombstone.

Willow looked up at the blonde vampire. His face was expressionless, but his eyes spoke volumes. Willow shrugged. "I'm not interested."

It had been three months since that night in North Brook, and since that time, Spike had never wavered in his pursuit. He was always there, watching, waiting. For what she wasn't really sure. He said he liked her. Wanted her. But Willow knew that that wasn't the truth. And even if it was, she wasn't interested. She would never be interested. Not in him, not in anyone. Not ever again.

"I could always force you." Spike reminded her.

Willow looked up into his eyes, curiosity shining in her own. "Why don't you?"

Spike shrugged. "I don't want you that way." He told her honestly. He did want her, but not if he had to force her to love him.

"Is that it?" She asked him, her doubts clear in her voice. "Or is it that you don't really want me at all?"

Spike grabbed her wrist and turned her around, pulling her against him, so that her back was against his chest. He bent his head down towards her neck and nipped softly, sending an involuntary shiver down her spine. Spike grinned to himself and he whispered in her ear. "And you want me too."

Willow shook her head, both in denial and an attempted to shake the feeling having his lips so close to her heated flesh was producing.

Spike spun her back around so she pressed intimately against him. "You do. You're just afraid." He whispered just before he pressed his cold lips against her warm ones.

Willow wanted to resist, protest, anything to get away from him, and the feelings he was producing, but she just didn't have the strength. Instead, she opened her mouth and allowed him entrance.

****

Buffy watched from the shadows with a smile on her face. She turned towards Riley. "It's about damn time."

****

Willow found herself lost in a swirl of sensations. Her mind had ceased to function in any semblance of order. She was aware of the feel of his lips against hers. The way his tongue battled with her own. The way his hands felt on her back as he pressed her closer. The groan of pleasure that escaped him from somewhere in his chest.

She finally had to pull herself away, due to lack of oxygen. She took in a shaky breath as her mind tried to process what was happening. Spike didn't allow her any time for coherent thought. His cool lips moved to her neck and began planting nips along the soft skin there, causing her to moan.

Spike smiled to himself at the reaction he was causing. He picked her up and gently lay her down on the grass, covering her body with his own. Her heated flesh was causing a fire to spread through him. He returned his lips to her mouth, and sucked her tongue into his own mouth, enjoying the taste of her.

Willow ran her hands along his back, and arched her hips into his erection. She had lost all thought, all reasoning. Now there was only feel. She pushed him away from her, only long enough to divest him of his shirt, while he lifted her skirt up and removed her panties. He wanted nothing more than to bury himself inside of her, and stay there for an eternity.

"Pants." Willow panted, pointing to the offensive garment.

Spike moved away from her long enough to tear his jeans off. He then rolled on top of her, and groaned as he felt her nails scrape against his back. She arched into him, rubbing his painful erection against her hot core.

Willow gripped his ass, silently begging him to take her. Spike lifted up slightly and positioned himself at her entrance, plunging into her in one quick thrust. He groaned in pleasure. She was so tight, so warm. Willow starting thrusting in rhythm with him. They were a tangle of arms and legs, letting their passion guide them.

Willow felt Spikes fangs pierced her throat as he came violently into her. The dual sensations caused her to explode into her second orgasm. She felt whole. Complete, for the first time in along time.

Spike collapsed in exhaustion on top of his new lover. She had been everything he had dreamed of, and so much more. He licked at the puncture marks he had left as Willow drifted of in to an exhausted sleep.

*****

Willow awoke sometime later, confused. S he didn't know where she was. She was lying in a bed she had never seen before. She felt something cool and hard pressed up against her. She cautiously turned her head, and stared at Spikes sleeping form. The events of the previous night came flooding back to her.

"Oh, Goddess!" She whispered to herself, ashamed. She couldn't believe what she had done. S he had practically thrown herself at the vampire. She climbed out of bed silently, hoping she could get away before he woke up.

She looked at the clock and noticed it was almost dawn. She dressed quietly, and left Spike sleeping. She couldn't face him. Not after what she had done. She had to go, get away. S he needed time to think.

Willow walked back to her dorm, her brain a muddled mass of incoherent thought. She was unsurprised to find she wasn't the only one who had stayed away all night. S he was thankful for Buffy's absence. She needed to back a bag, and leave without all the questions she was sure Buffy would ask.

After she had finished packing, Willow left a note for Buffy telling her not to worry, and that she needed some time to think. She told her to make her apologies to the others, and that she would email her in a few days.

Willow grabbed her laptop and her bag and headed out the door, walking towards her parents' house. She was grateful that her parents had given her free use of their care while they were gone, if she needed it, and she definitely needed it.

****

Willow turned the radio up full blast, as she drove past the 'Leaving Sunnydale' Sign. She didn't know when she would be back, only that she had to get away, had to think about what it was she had just done.

She knew it was only a matter of time before he would come looking for her. The past three months had taught her that he didn't give up easily. She only hoped it would take him awhile to track her down. Time where she could figure out what it was she was doing. What he made her feel, and whether or not she could risk feeling it again.

*****
 

Spike burst into Willow's dorm, already knowing she wasn't there. It had been nearly twelve hours since he had awoke to find Willow gone. The sun had kept him trapped in his apartment. He knew that she had left. He wasn't sure where the knowledge came from, but he could feel it. She had left. Left him. He was furious. Not really with her, just at his own stupidity. He should have known something like this would happen.

"What the hell?" Buffy exclaimed as he took in Spikes appearance. He looked like shit. "What happened?"

"She left. Where did she go?" Spike sat down on Willow's bed, and noticed that her laptop was gone. He felt the weight of her loss heavily on his undead heart.

"I know. She left me a note. But she didn't say where she was going." She nodded towards the note as she sat down on her bed. "She'll be back. Wait and see."

After reading the note Spike stood up. "Oh she'll be back, but I have no intention of waiting!" He stormed out of the room and headed towards the watcher's house. He needed to know where she would go. It didn't matter that they probably wouldn't tell him. He had to try.

****

Willow drover her car off of the freeway off ramp, and sighed. Was she making the right decision? Should she have run? Should she have run here? She didn't know anymore. She parked her car I the parking garage and climbed out, grabbing her laptop, and her one bag.

When she reached the office door, she entered and took a look around. No one seemed to be there. "Hello?" She called out. Silence.

Willow stood in the office, feeling more than a little nervous. "What the hell am I doing here?" She asked aloud. "I shouldn't have come." She started towards the door, when she heard the loud clank of the elevator. She was frozen in place. She didn't know what she should do. Now was the moment of truth. She could leave and he would never know she had been here. But where would she go? She couldn't go back, not until she had sorted some things out first. Or, she could stay, and try and explain the situation, hope that her friend could help her.

She was still standing there, waffling in indecision when the gate sung open. "Willow?"

*****

Spike knocked once on the watcher's door, before he thrust it opened, bursting in to the room. Giles poked his head into the living room from the kitchen, shook his head, and then returned to making his tea.

Anya raised a casual eyebrow. "Spike? Where's Willow?"

"That's what I'd bloody well like to know."

"You don't know?" Xander asked, frowning. He was sure they two had spent the day together, especially when Willow hadn't shown up for Coffee that morning.

"She left you." Anya surmised.

"She left. She didn't leave *ME*" He growled, emphasizing the last word.

"Whatever." She shrugged. "We haven't seen her."

"And even if we had, why should we tell you?" Xander asked, ignoring the glare Spike was throwing at him. "Obviously you did something to upset her."

Spike sighed needlessly and sat down on the couch. "I don't believe this! I'm turning into the bloody poof!" He looked up suddenly. "That's it! She went to see Peaches!" She stood up and ran out of the house.

"Do you think he'll be back?" Xander asked his girlfriend.

She shrugged. "Depends."

"On what?"

"On how badly she wants to come back, and on what he's willing to do to keep her."

"Anya's right." Xander turned to the opened doorway, where Buffy was standing, holding Willow's note.

I don't think she's coming back." She said sadly.

*****

"Angel. Hi." Willow smiled. "I'm uh sorry, to just show up here like this, but… I didn't know where else to go."

"Don't be silly, Willow. You're welcome here anytime." He looked at her nervous state and her packed bag, and realized she had probably left Sunnydale. Why, he could only guess.

"Why don't you come downstairs and we could talk about it?"

Willow nodded and walked past him towards the elevator. As she past him, a familiar scent wafted past his senses. He recognized it instantly, but only raised an eyebrow to the girl. Saying nothing, he got into the elevator, and they made their decent in silence.

Willow looked around his darkened apartment quietly, while Angel went into the kitchen and made some coffee. When he had brought it out, he found her sitting on the couch, looking around nervously. He handed her a cup and sat down across from her. He didn't think beating around the bush would do either one of them any good, so he just told her the one thing he had been thinking since he had recognized the scent, which enveloped her.

"He won't give up, you know." When she looked up at him in surprise, he smiled slightly. "If that's what you're running from. He claimed you. He won't take that lightly." He paused, weighing the options. "I can protect you… if that's what you want, but…"

The rest of his words trailed off as Willow groaned inwardly, and ran her hands over her face. When she looked up at him, her eyes glistened with unshed tears.

"Did he hurt you? Force you?" Angel asked, getting angry. He hadn't thought that was the case, but by the way Willow was asking he couldn't be sure.

Willow shook her head. "No. It was… it was mutual."

"Why come here?" Angel asked, curious. There were several other places she could have gone first. "Why not to Buffy, or Xander, or Giles?"

"He'd find me there." She whispered.

"He'll find you here." Angel reminded her. "Spike is nothing if not persistent."

Willow nodded her agreement, remembering the past few months. "I know, but this will be the last place he looks. His… feelings for you will keep him away."

"Oh, Willow. If he thinks you're here, nothing will keep him away. Despite my… relationship, or lack thereof, with him, he'll come."

Willow looked up curiously. She had noticed the slight twinge of sadness when Angel had spoken of Spike. "You miss him, don't you?"

Angel stood up and walked around the room. "It's complicated."

Cordelia snorted from her place in the doorway to Angel's bedroom.

Willow turned around at the noise, her eyes growing wide at her half-dressed state. "Delia." Willow rushed to her friend and gave her a big hug.

"What are you doing here?" Cordelia asked as she walked into the kitchen and poured herself a cup of coffee.

"I could ask you the same question." Willow pointed out looking between Cordelia and Angel.

Cordelia laughed. "I fell asleep. We had a busy morning." She rolled her eyes at the amused expression, which had crossed Willow's features. "Not like that. Gutter much?"

Willow tried to look apologetic. "Sorry, but well, here you are, in Angel's apartment, wearing… well that, and coming out of his bedroom. What am I supposed to think?"

"I think I'll go upstairs." Angel interrupted, not wanting to intrude on their conversation, knowing they had plenty of time to discuss Spike later."

After Angel had left, Willow turned back to Cordelia, who was known sitting in a chair next to the couch, drinking her coffee, with her legs tucked under her. "Well?"

"Well what?" Cordelia asked. She took a deep breath, realizing Willow wasn't going to let this drop. "I had a vision this morning. A bad one. We spent the bulk of the day trudging though the sewers. Looking for some faceless demon. When we got back, I passed out from exhaustion. That's all there is to it." She explained. "Now, tell me why you're here?"

Willow knew there was more to it than that, but decided to let Cordelia change the subject. She wanted to tell someone what had happened. Willow began to fill Cordelia in on everything that had happened in the past several months.

*****

Spike stormed into the offices of Angel Investigations and lunged at his Sire. "Where is she, you bloody pouf?

Angel restrained his childe, and gripped him tightly around the throat. "Stop. Now." His tone left no room for argument.

Spike ceased his struggles, but the venom remained in his voice as he spoke. "I know she's here. I can smell her. I can feel her."

Angel let him go and leaned up against Cordelia's desk. "So it's true. You've claimed her… as your mate?"

*****

Spike glared at his sire. "Not that it's any of your business, but yes." Spike hissed.

Angel sighed needlessly. "And she knows what this means?"

Spike turned away from Angel and studied the tile.

"Spike, you can't just go around claiming any mortal girl that takes your fancy."

Spike looked up sharply, and pushed his sire back against the desk, growling. "Willow is not *any* mortal girl." She ground out. It wasn't until he saw the amusement in Angel's dark eyes that he realized he had been baited. He released his Sire.

"Bloody Hell, Peaches!" He leaned back against the wall and glared. "I really hate you."

"I know." Angel tried to keep the amusement from his voce.

*****

Cordelia looked at Willow carefully, trying to gauge her mood before she spoke. "So what now?"

Willow looked up confused. "I don't know. That's just the problem. I can't believe I allowed myself to get involved with him." She looked down at her hands, and her eyes started to water. "This is just wrong, in so many ways."

Cordelia sighed and moved to sit next to Willow. "How? What ways?"

"Well, for starters, he's Spike. A killer." Willow relied sarcastically. "But that's not even the worst of it. I slept with him, Delia, even knowing…"

"Knowing what?" Cordelia asked, not understanding what Willow was so upset about.

"He… he pities me." She whispered. "Do you know what it's like to have a guy, as completely… Spike as well Spike, and know that he only slept with you because he feels sorry for you?" She looked at Cordelia appraisingly, "No, I suppose you don't."

Cordelia didn't the only thing she could. She burst out laughing. When Willow looked up with this hurt expression on her face, Cordelia's face sobered. "I'm sorry, Will, but you can't be serious." When she noticed the hurt in the redhead's eyes, she sighed. "Willow, he claimed you. That's not something to take lightly." She stood up for a second walking around the spacious room. "Close your eyes."

Willow stared questioningly at the brunette.

"Go on, do it." Cordelia ordered.

Willow closed her eyes.

"Can you feel him?" Cordelia asked. When she was met with silence, Cordelia took a deep breath and tried again. "Can you sense him? Feel him, almost like he's inside of you?"

Willow opened her eyes and turned to brunette. "Delia, I don't think…"

Cordelia waved her protest away. "Do. It." Her tone brooked no argument.

Willow shrugged and closed her eyes. She was trying to concentrate on her other senses, when she felt it. It was like a presence from deep within her soul. She couldn't explain it. She didn't understand it, but she did recognize it. Spike. She could feel his very essence wrapping itself around her like a blanket. She gasped and opened her eyes, staring incredulously at the former cheerleader.

Cordelia chuckled. "See? This isn't about sex, or pity."

Willow looked curiously at her friend. "What is it about then?"

"Delia." Angel's voice halted Cordelia's response. She looked up and seeing the look in his eyes realized what he was trying to tell her.

Cordelia smiled at the witch and nodded towards the doorway where Spike was standing, his face expressionless. "Why don't you ask him?"

Cordelia moved to the doorway, stopping when she reached the blonde vampire. "I buttered her up for you." She grinned as Angel pulled her into the elevator, leaving the lovers alone.

*****

Spike entered the room and took in Willow's body. He wanted nothing more than to take her to bed and never let her leave, but he knew if he wanted to keep her with him, they needed to talk.

"What does this mean?" Willow's voice was quiet, almost afraid to here the answers to her question.

"It means your mine."

Willow's eyes sparked angrily. "I am not a piece of property Mr. Bad Ass Vampire! You can not drag me around by the hair hitting be over the head with your club, and expect that I'll come running whenever you call!" She snapped.

Spike had the good sense not to look amused at her outburst. This was the Willow he wanted. This was the one he had claimed. This was the Willow he had fallen in love with. Her fire had consumed him, until he had had no choice but to make her his.

Willow stood up and stalked over to the vampire. "Are you even listening to me?" She nearly screamed. She was inches away from his face, and felt a rush of desire go through her at the thought of kissing him again. She backed away quickly and turned around. "I don't even want you." She told him, but her voice had lost some of its vehemence.

Spike grabbed her from behind and pressed her body firmly against his. One arm wound its way under her shirt and fondles her breast, as he licked her earlobe playfully. "Oh you want me. I can smell it." He whispered seductively.

She was about to protest when she felt his other hand on her bare stomach. She took in a shaky breath and turned her body around. She felt his erection pressing against her stomach. Willow looked into his passion-filled eyes, and lost all coherent thought.

Her lips met his in a wave of uncontrolled passion as she pushed him to the ground and straddled his hips. He moaned in pleasure as she thrust her tongue deep inside the recesses of his mouth.

*****

Cordelia raised her head as she heard a thump beneath her. She looked up at Angel. "What do you think they're doing down there?"

Angel smiled as he approached Cordelia. "The same thing we're doing up here." His lips descended hers, cutting off any more questions.

****

"This solved everything." Willow said sarcastically as she stood up and began to get dressed. "I can't believe I did this." She turned away from him and stared at the wall.

"Red." His tone was one of exasperation. "You didn't do anything you didn't want to do."

Willow spun around. "Okay, I'll admit, I wanted that. I want you. But what do you want? What is this about? Are you just lonely? Am I some pathetic replacement for your crazy girlfriend?" Even as she spoke the words, she knew she was wrong, but she couldn't help but think that Spike had some sort of ulterior motive.

"Dammit, Willow! I can't believe that you would say that. That you believe that!" He grabbed his duster and headed towards the door, stopping just before he reached the threshold. "I want you. Not anyone else. Just you. Accept it. It won't change." He left Willow alone, to contemplate what was happening.

*****

Cordelia watched with a raised eyebrow as Spike stormed out of the building. She nodded towards Angel as she made her way back down to the apartment.

She found Willow sitting in the floor, sobbing quietly. She went to her friend and hugged her tightly. "Shh." She rocked her gently, allowing her to cry her fears out.

After several moments, Willow looked up at Cordelia. Her eyes were bloodshot from crying. "I don't understand." She whispered.

"What don't you understand?" Cordelia asked as she helped Willow into the kitchen. She poured them some coffee and waited for Willow to speak.

"He wants me. He really wants me." She said incredulously. She looked up at her friend and smiled slightly. "You know, after Oz left, I believed everything he had told me. I convinced myself that he was right." She stared questioningly at Cordelia. "He was wrong, wasn't he?"

Cordelia smiled broadly, realizing Spike had finally gotten through to the witch. "What did Oz tell you?"

*****

Spike stood on the roof, looking over at the darkened city. He lit a cigarette as he heard the door, which led to the office open. Without turning around, he spoke.

"How do you do it?"

"What's that?" Angel asked as he joined his Childe at the wall over looking Los Angeles.

"She's impossible." He growled. "She won't listen to anything I tell her. It's like she's expecting everything I say to be a lie. Like I'm doing her this great favor, shagging her." He turned to Angel. "Did you have this problem with the prom queen?"

Angel chuckled. "Not exactly." He grew serious as he thought about Spikes problem. "She's been hurt. I don't know everything that happened, but I do know that when Oz left, she was different. He took some part of her with him, and it will take a lot to get that back."

"Did she love him?' Spike felt a cold rage fill him at the thought of her loving someone other than him. Someone who had trampled on her feelings.

"I don't know." Angel told him honestly. He placed a hand on his childe's back. "You need to decide how much you love her."

Spike looked at his sire incredulously. "Nothing to decide." He took a drag off of his cigarette and sighed needlessly. "I love her more than I ever thought possible. More than my own unlife. More than Drusilla." He looked seriously at Angel. "More than you."

"Spike." Angel started. There was so much he wanted to tell his Childe. So much he wanted to explain. To apologize for.

"Don't." Spike's tone was serious. "It's in the past."

"Is it?" Angel asked, wanting desperately to believe it was.

Spike chuckled at the hope in his sire's voice. "Yeah, Peaches, it is."

Angel felt relief wash over him as he realized the truth behind Spike's words. He wondered briefly what exactly that meant. What would happen now? "How long will you be here?"

Spike shrugged. "Depends. On Willow. I'll leave when she does."

"And if she decides to stay?" Angel asked cautiously.

Spike smirked. "You need some help?" He laughed out loud at the subtle smile with graced his sire's normally serious features.

*****

"He will die a horrible, miserable, pain induced death!" Cordelia snarled.

Willow couldn't help but laugh at her friend's reaction to what she had told her. "You'd have to find him first." She sighed. "But it doesn't matter. I've gotten over it. Spike's right. I've been an idiot. I want him."

"You have him." Cordelia reminded her.

Willow grinned. "I do, don't I?"

"Yep. So, what now? Will you go back to Sunnydale?" Cordelia couldn't hide the slight hint of disappointment from her voice.

Willow shrugged. "I guess. Unless, you have a better idea?"

"Stay." Cordelia nearly begged. She had missed Willow, and she knew that Angel longed to repair his relationship with Spike. "We could use the help."

Willow thought about it for a second. "What happened to Wesley?"

"Gone." Cordelia said simply. "We still see him once in awhile, but he works on his own for the most part. Tracking demons."

Willow nodded and looked around the apartment. "And where would we live?"

Cordelia's eyes sparkled as she recognized the acceptance in Willow's voice. "You can have my apartment. I don't really use it." She grinned. "You'll have to get some heavy drapes, but there's an underground entrance, so he can get around during the day."

Willow stood up. "Well, I'd better go face the music. Where do you think he went?"

Cordelia pointed to the ceiling. "If he's anything like the king of brood, check the roof."

Willow headed towards the door when she stopped and smiled. "Is it really accurate to call him the king of brood? He doesn't seem quite so… brooding." Willow smiled as she heard Cordelia laugh at the accuracy of her observation.

*****

Willow stepped out on to the roof and smiled as she saw Angel and Spike speaking quietly with one another.

"Hi." She spoke softly as Angel turned around, hearing her approach.

Angel smiled and silently left the couple alone.

"Hey." Willow hoped Spike wasn't too angry with her. She placed a hand on her shoulder and gently turned him to face her. "I'm sorry." She looked into his blue eyes as she spoke the truth in her heart. "I want you. I want… this." She placed a gentle kiss on his lips, and felt an overwhelming sense of relief as he opened his mouth to her. She invaded his mouth with her tongue, exploring with all of the passion she felt within her.

Spike pulled her closer to him and reveled in the feel of her warm skin against him. She pulled her lips away, sucking in much needed oxygen. He trailed kisses down her throat, stopping when he reached the recent puncture marks.

"So, blondie, would you mind if we didn't go back?" She asked as he felt his tongue lick at his mark.

Spike chuckled. "Whatever you want, Red." He claimed her lips once again before she could speak.

*****

Downstairs, Angel stood in the doorway to his apartment, watching Cordelia as she rinsed out the coffeepot.

"Do you think they'll stay?" He asked quietly.

Cordelia turned around and grinned. "Count on it." She walked towards him. "But, that means I'll have to find another place to live. I told Willow they could have my apartment."

Angel smiled. "I'm sure we can think of something."

*****

THE END
 

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