Willow stirred on the mattress, opening her eyes slowly she looked around. She was still at the club, on the roof. Then, memories of the night before crashed around her. She had done the glamour spell, and 'Anne' had sex with Spike. *I* had sex with Spike, and he didn't know it was even me. But, I doubt he would have wanted to know it was me. Willow grabbed her clothes and threw them on. Walking over to the emergency escape, she climbed down the flights of stairs til she reached the bottom.

Getting home quickly, she knew she had to get ready for some research stuff. Giles wanted the entire group to get some research done, she assumed Buffy, Xander, her and Anya would be there. She started to run towards her apartment, tears streaming down her face. *I can't believe I did that.* She thought. Running to her door, she unlocked it quickly. Walking quickly passed the posh furniture, she headed straight for her room. Looking at the canopy bed, she saw her dresser tables which had images of Spike. *I'm such an idiot.*
 

Stepping out of the shower, she dried off quickly and got dressed. leaving the apartment, she headed over to the watcher's.

Willow walked up the steps to Giles apartment. Walking inside, she looked around. There was Spike, reading a book. *Oh shit.* Her eyes swept through the rest of the apartment. No one else was there.

"Hello Willow." Giles said, walking out of the kitchen. Willow jumped a little, and smiled at him. Walking further into the apartment. She walked to the sofa, and sat down. She grabbed a book on the coffee table and started reading. Halfway reading through the first page, she felt someone staring at her. Looking up from the book, she saw Spike staring at her intently.

"What?" She asked, her brow furrowed.

"Nothing." He went back to reading the book. Willow shook her head and went back to reading. The letters blurred together, as she went into deep thought. All she wanted to do right now, is walk over to Spike and kiss him, but he'd probably laugh in her face. She was broken from her thoughts as she heard the door open. Buffy, Xander and Anya walked in.

"Hey guys." Willow said, smiling.

"Hey Wills." Buffy and Xander said.

"Hiya, Red." Anya said. The three walked into the living room, and grabbed some books. Anya sat on the floor, in front of the couch Willow was sitting on, she started reading the pages.

"Whats the point to this again?" She asked, throwing an irritated glance at Giles.

"Just read. It's been quiet lately, this is the perfect chance to equip ourselves against the enemy." Giles said, sitting in a chair. Willow giggled.

"I'm sorry Giles, you just sound like we're going to war." Willow apoligized.

"Will has a point." Xander said.

"Can you all just please read." He said, losing his temper. Xander, Anya, and Buffy went back to reading. Willow looked over at Spike again, and saw he was reading. Going back to her book, never seeing Spike glance at her.

"Bye Giles." Xander managed to say, as Anya dragged him out of the apartment. The door closed, and Buffy turned to Willow.

"15 bucks, says they go the basement and screw." She said. Willow scrunched her nose.

"Buffy, thats a very bad imagry." Willow shuddered.

"Well, I gotta go. Bye Giles!" Buffy said, practically running out of the house.

"Willow, if you want to, you can leave. Most everyone is gone anyways, you can go and party or something." Giles said, giving her a soft smile.

"Giles, if you want I can stay..."

"Everyone mostly left, you should go home and rest. Also, its after dark so I would like if Spike escorted you home." He said, leaving no room for argument. Willow nodded and got up. Slipping on her sandals, she walked towards the door. Spike followed her, and the two left the watcher's home.

"Spike, you don't have to walk me home, if you don't want to." She said.

"Nah, its ok Red." He said. The two walked in silence to her apartment. They reached the door, and Willow turned to Spike.

"Thanks Spike." Willow said.

"No problem." He said, lighting a cigarette.

"You're welcome to come in." She said, trying to avoid an awkward silence.

"Nah, I gotta go." He stepped away, and turned around walking the other way. Willow lowered her head sadly, and walked into the apartment.

Part Two

Fishing through her closet, she found a Black silk wrap skirt and a silky green halter. Smiling in the mirror, she grabbed her bag and left the apartment for the club.

Walking in, she went straight to the bartender.

"Hey Mike, can I go up?" She asked sweetly.

"Sure dollface." he said, pressing that similar button. Willow smiled and walked towards the stairs.

Walking up the stairs, she finally reached the top. Opening the door, she looked around. Everything was still the same. Laying her bag down, she looked through it, and grabbed some books. She sat on the mattress, and started to read, but found she couldn't. There were to many memories here. She closed her eyes and sighed.

Spike walked into the club, and went straight for the bartender.

"Can I go to the roof? I know the girl up there." He said. Mike looked at him warily.

"Sorry, no."

"Look, I know Anne, just let me go up." Mike furrowed his brow.

"Her names not Anne." He said.

"Thats what she told me, her name was." Mike smirked, and nodded.

"I'll let ya go up." He pressed the button again, and Spike headed towards the stairs. Walking up quickly, he reached the top. Opening the door, he walked through. He looked around, and saw all the flowers, it looked like last night. He looked towards, where the mattress was, and saw Anne there. He walked towards her quietly, and saw her hair was lighter. She didn't seem to notice him, but he didn't mind. He took the time to study her. He walked over to the plants, and stood behind them. He stood there and watched her in fascination. He saw her turn her head, and he saw her face. His eyes widened, and his mouth dropped open. That was Red. Shaking his head, he figured he just wished she looked like Willow, so she looked like her. Walking foward quietly, his brow still foward, he came up right behind her.

"Hello, Luv." He said. Willow screamed and turned around. Her hand on her heart, she stood.

"Hello Spike..... Spike!" She said. She stood looked at him. "W-what are you doing here?" she asked.

"I should ask you the same thing, Luv." He said, his scarred eyebrow arched.

"Why do you say that?" she asked, trying to sound innocent.

"Well, this is where Anne usually hangs out.... but the bartender did say that Anne wasn't really the girls name." He said. His mind was battling something. She didn't look like Anne, but here she was doing everything Anne said she did. Read, and think. The bartender was so skeptical about letting Spike go up to the roof, so he figured no one could really go up there except 'Anne'.

"Pet, whats going on?" He asked.

"I doubt you want to know..." she said.

"Willow, whats up?" He nearly growled. Tears started to well up in Willow's eyes. Lowering her head, she looked towards the door. it was open *Maybe...*.

"You might want to sit down." She said quietly. Spike sat down, and looked towards the stars. "So, whats up?" he looked where Willow would be, and saw she had run to the door. he got up to chase her, but as he got the door, she had just closed it. He tried to turn the knob, but it was locked. *Bloody hell.* he thought. He turned towards the emergency escape and looked down. He started to go down the steps, and he saw Willow running away. He started to walk quicker down the steps. When he reached the bottom steps he couldn't see her anymore. He started to run towards her apartment.

Willow ran towards her apartment. She didn't want to tell Spike that she had done a glamour spell. She knew he would be disgusted, and she didn't want to see that. She saw her apartment come into view, and thanked the heavens. Her legs were getting tired. Getting up to the front door, she fumbled through her pockets trying to find her keys. Unlocking the door, she walked inside. Closing the door, she leaned against the door, and sighed. Running her hands through her hair, she looked around the apartment. She put her purse down, and walked straight to her room. Stripping off her clothes as she walked down the hallway, she walked into her room naked. grabbing the first shirt she saw, she slipped it on and she climbed into bed.

Spike ran towards her apartment. He saw her fumbling with the lock, trying to get the door open. She unlocked the door, and got into the house so quickly, hear her inside, and he sighed. As he walked down the steps, he stopped. She said he was always welcome....

He walked back up the steps towards the door. He waited for three minutes, when it got quiet, he turned the knob, and surprised to find it unlocked. He clucked his tongue at her carelessness, and walked silently into the house. He took the key from her purse, and locked the door. Heading down the hallway, he saw her clothes on the floor. He walked into the room, and saw her in her bed. biting back a groan, he walked to the bed quietly.

Willow turned over in her bed, and saw a figure in her room. Screaming she stood up on the bed, her legs wobbled a little bit, and she fell, Spike reached over, and grabbed her.

"Nice fall, luv." he said.

"Spike!" She hit his arms, and fell back onto the bed. "What are you doing here?!" She said.

"Well, Red, since you're the one who ran from the club, I figured there must be a good story to this."

"But... how did you get in?" She asked.

"You, said, and I quote 'You're welcome to come in'." Willow groaned at her stupidity.

"I'm an idiot." She mumbled. Spike looked at her, and saw her shirt. It ended above her belly button.

"Oh I wouldn't say that." He looked at her entire outfit. Willow looked at what she was wearing and turned bright red.

"Trust me, you were wearing much less last night."

"That was completely and totally different, Spike." Willow stopped talking, and looked at him. Her face went white. "How...?"

"I still don't know, I figured I could trick something out of you. Now I know Anne is *You*. But How, is my question, not yours." He replied. Willow sighed, and looked at the ground.

"I did a glamour spell."

"There was one glitch with that plan." He said.

"I got caught?"

"Nope. Anne isn't as gorgeous as you." Willows head shot up, and looked at him.

"What?" She asked. She stood up, and looked him in the eye.

"Anne isn't as beautiful as you. Simple as that." He looked down into her questioning eyes.

"What are you playing at, Spike?" She asked.

"Ya know, for the smartest scooby member, you sure are dense." He said.

"Spike, stop avoiding the subject."

"Willow, I love you." He said, staring into her eyes. Willows breath caught in her throat. Spike leaned down, and kissed her lips softly. Willow kissed him back, with more intensity. She brought her hands up to his neck, scratching his neck slightly. Spike moaned, and kissed her back with equal intensity. Spike brought his hands across her stomach causing her to gasp, he swept his tongue through her mouth. He heard Willow's heart speed up, and smiled against her mouth. Moving away, he looked down at her.

"Spike?" she whispered.

"Yeah, baby?" he asked.

"I love you." She whispered, looking into his eyes. He smiled, and leaned down. Kissing her again, she threw her arms around his neck. He laid her down on the bed, and brought his lips across her jaw, and to her neck. nibbling softly. Making her moan, he grinned. taking her clothes off quickly, he looked at her body, admiring it.

"Beautiful." He whispered to her. Willow's body turned crimson, as she heard the compliment. Smiling softly, she kissed his chin.

The End.

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