"Um.... Well, here's my collection." Willow said. She walked over by Spike, and opened up a tinted class case, showing dozens of CD's.

"Luv, you must have over one hundred CD's." Spike said, his scarred eyebrow raised. Willow scrunched her nose.

"Last count was one hundred and ninety-four." Willow said, grinning sheepishly.

"Damn." Spike grinned, when he saw a particular CD. "Rubber Soul?" Spike asked.

"I like the Beatles.... My favorite song is No Where Man." Willow grinned. Spike laughed, and continued scanning through the CD's.

"Stone Temple Pilots, luv?" Spike lifted his head, to stare into her green eyes.

"I fell in love with Days of the Week." Willow grinned, sitting down Indian style on the floor.

"Chick music everywhere...." Spike muttered. Willow rolled her eyes at his words.

"I am a 'chick'," Willow said, emphasizing the word chick. "So that could explain me having chick music."

"Yeah yeah...." Spike said, scanning through the CD's some more.

"Oh jeez. You'll be there forever looking through CD's." Willow stood, and started walking into the kitchen to get a coke.

"So?" Spike said, grinning. Willow sat down next to him, and grabbed a CD, to put into the CD player.

"What's the CD?" Spike asked, looking up at her.

Willow placed the CD in the multi disc player, and pressed play. "One of my favorites." She beamed. She pressed some buttons on the stereo, and seeing the number four on the machine, she grinned, and flopped onto the couch. Savage Garden's, Tears of Pearls started, causing Willow's grin to become wider.

Spike stood up, and walked over to the red head, a smile on his face. He grabbed her hand, pulling her up off the sofa. He guided her to the middle of the living room, and the two started to dance, slowly. After two minutes of silence, Willow finally spoke.

"Uh, Spike. This isn't a really slow song..." Willow gave a small smile.

"Your point?"

"We're dancing slowly." She commented.

"You don't say." He leaned down, his mouth brushed against her ear.

"Locked away from all the world." He smiled against her soft skin, but held her close as a slow song started playing. Willow recognized the song that started to play, and tried to get out of Spike's strong arms.

"It's just that I hate dancing." Willow said backing away. Even in the dim light Spike noticed the blush on her cheeks. * The little girl's never danced with a bloke before* He realized.

"So do I." He added grinning. "But Dru" He stopped as Willow's eyes met his.

"Who's Dru?" Willow asked. Her curiosity about Spike's mysterious girl was killing her. Spike shook his head.

"No one." He insisted firmly. He grabbed a stack of CD's and grinned as he came to one. "Now this is music." Spike said grinning. He popped it in and
Willow rolled her eyes as the familiar song by Guns N' Roses began to blast. "Please allow me to introduce myself." Spike sang loudly playing an air
guitar.

"Oh God!" Willow shouted, her voice barely audible over the music. She watched as Spike danced to the music and she burst into giggles. He was
headbanging like a 16-year-old at a Smashing Pumpkins concert. This continued for 7 long minutes, and Willow had tears running down her face by the time the music ended. The song suited him perfectly.

"Are you laughing at me luv?" Spike asked raising his eyebrow. Willow shook her head wiping the tears from her face.

"You? Oh never, why would I do that?" She asked giggling. Spike stepped toward her menacingly.

"People who laugh at me, regret it later." He assured her dangerously. Willow eyed him carefully and stood up.

"Oh yeah?" Willow taunted. She drew herself up and scowled trying to look scary. Spike's menace turned to a grin and he stepped back.

"Now that's scary." He said looking her over.

"Hey I can be scary!" Willow shot. Spike raised his eyebrow and looked her over.

"Yeah sure." He replied, shaking his head. Willow stepped forward.

"Don't mess with me blondie." She snapped facing off with him. Her eyes sparkled playfully as he stared down at her.

"Don't call me blondie, pet." He growled stepping up to the challenge.

"Don't call me pet." Willow shot back. They both cracked at the same moment laughing.

"God you're almost too cute to kill." Spike remarked. Willow looked at him doubtfully.

"But you'd still kill me right?" She asked.

"Oh, in a heartbeat." He assured her. Willow grinned.

"Just checking."

**************

Spike walked into the factory and found his dark princess looking up at the ceiling. She had a dazed look on her face. Spike lay next to her and brushed his hand along her cool skin.

"How are you ducks?" He asked softly. Drusilla looked over at him lovingly.

"I've seen things. There was fire, so much fire." She said, her voice almost a whisper as usual. She curled up close to him and her fingers made circles on his T-shirt. "Some things last forever, and some things are burned by fire. You like to play with fire don't you Spike?" Her dark eyes burned into him. * Can't hide a bloody thing from her* He thought.

"Only if it's a beautiful fire." He answered. Drusilla studied her child slowly.

"My dear little boy. You are going to be burned, burned so very badly." Drusilla said softly.

"Dru please. I'm just having a little fun." Spike said, almost scared of what Dru might do to Willow. The vampiress smiled sweetly.

"Oh silly Spike. I'm not the one to worry about. Don't worry Spike, a good mother knows when to let her little boy go." Dru said softly caressing
Spike's cheek softly. "And haven't I always been a good mummy?" She asked, looking for reassurance. Spike smiled and kissed her forehead softly.

"The best mummy a boy could ask for luv." He assured her. Drusilla smiled and Spike cradled her in his arms as darkness faded into light.
 

~Part Seven~

Willow stalked down the street. She didn't care who saw her in this ridiculous outfit. She'd been dead all night long, so nothing really mattered
anymore.

"Well, look at who's all grown up." Spike noted sounding impressed. Willow looked down at her rocker outfit and smiled.

"I clean up nice huh?" She asked turning for effect. Spike nodded. * God look at her, she's a bloody vision*

"Very nice I'd say." Taking a step closer to get a better look. Suddenly Willow punched him in the shoulder.

"You tried to kill Buffy!" She accused. Spike shrugged.

"Well, luv, I'm a vampire, and she did have the helpless thing down." Spike said, smiling as he remembered the infantile slayer he'd caught earlier.
Willow couldn't help but agree. Buffy had acted pretty stupid all night, even if it had just been the costume. "And now that I think of it," Spike
remembered "You told the moron to shoot me!" He retorted. Willow smiled sheepishly.

"Well, what was I supposed to do? You were going to bite my best friend!" She said defending herself. Spike waved a hand to stop her.

"Please the slayer would've stopped me. She always does." Spike said shrugging. "The way I look at it we're pretty much in a stale mate at the
moment." Spike said. "Shall I escort you home my lady?" He asked extending his arm. Willow grinned and slipped her arm through his. They began to walk slowly down the street.

"But you don't worry that she might kill you someday?" Willow asked. Spike shook his head.

"Nah. She's good but she's not going to kill me. I think she likes having me around too much." He said, grinning his usual cocky grin. Willow shook her
head and smiled.

"But you want to kill her." Willow pointed out. Spike looked at her. He'd thought by now she would've figured it out.

"I'm not going to kill her pet." He confessed. Willow's face fell into one of disbelief.

"Really?" She asked softly. * Couldn't stand to loose you if I did * He thought.

"No. She's not ready." He said softly.

"What do you mean?" Willow asked.

"Well, the slayers I killed were ready. They wanted to die. They'd been in the gig for years, a good four or five, and it was just their time, and I
happened to be there when it was. But this one, well she's still got a good ways to go. She still loves this gig too much to let it go. But one
day…she'll be ready, and on that day she'll die, just as every slayer before her has." Spike explained softly and slowly. Underneath the moon and with the bird singing softly the explanation sounded poetic and not as horrible as it really was.

"Just promise me you won't be the one to do it." Willow pleaded softly. Spike looked down at the little punk rock princess who was pleading with him for her best friend's life. Her hazel eyes were still innocent in the ways of the world and the evils that lay out there. Could he seriously deny her anything?

"Don't worry pet." He said. He leaned over and kissed the top of her head gently. "I'm not in Sunnydale for that." He assured her. Willow smiled in
relief. "So did you get any good treats?" Willow groaned.

"I never want to see another Halloween again!" She exclaimed. Spike laughed as they walked slowly down the pumpkin littered street.

**************

Xander groaned and banged his head against the book. Willow pulled the book away and Xander hit his head against the table.

"I am an idiot!" He grumbled.

"It's just Algebra II." Willow remarked. "Not all people have to get it."

"Well, I do. If I don't I fail the semester." He grumbled. "I'm just an idiot."

"Well, keep saying it and maybe it'll come true." She said in an offhanded tone.

"Willow!" Xander exclaimed in shock. Willow shrugged.

"Well, I can't help you if you're convinced you're gonna fail." Willow remarked. "It's not worth my time or effort." She said calmly.

"Oh." Xander said looking a lot like a gold fish.

"Now you can shut up and study or you can keep groaning as you walk down the street with no help from me." Willow said firmly. Xander's mouth formed an O.

"Um…I'll just um study now." He stuttered taking the book back and opening it. Willow smiled triumphantly.

"That's what I thought." She remarked knowingly.

**************

"Spike guess what?" Willow exclaimed as Spike sat down on the chair. Willow was lying on her stomach on the floor looking up at him, a new sparkle in her eye.

"I am over Xander! 100% over him!" She exclaimed smiling. She was practically giddy. Spike was taken aback. In the month he had known her, her chief complaint had been about how the moron never noticed her. This was a 180.

"What did I miss? Does the moron have a wart on his nose or something?" Spike asked. Willow jumped up and plopped beside him.

"No, it just hit me!" Willow exclaimed. " I was helping him study for math tonight and I looked at him and I didn't feel it." Willow remarked.

"Feel what?" Spike asked suspiciously. Willow giggled at the expression. Sometimes he was just too much like a protective older brother.

"That thing, that thing in the pit of my stomach that says 'Will you love this guy.' Tonight it was gone for the first time in…years." Willow said
thoughtfully. There was a new look of peace in her eye. "I just don't see him like that anymore." She said happily. "Know what I mean?" Spike nodded.

"I might." He replied. In fact the night he had gone home to Dru and she had told him about burning fires he had felt the same way. The burning desire he had once had for her was gone. Now he just loved her like a beloved little sister.

"So let's celebrate." Willow said smiling.

"Well, there's a great vampire club down the street, we can go, grab a few people to eat…" Willow's raised eyebrow made him stop. "Or not." He said shaking his head. "You really need to learn how to have fun."

"Our definitions of fun are very different." She pointed out. "But food sounds good." Willow decided grinning. Spike sighed.

"And who may I ask is paying for dinner?" He asked. Willow grinned and pulled a card from her back pocket.

"Daddy is of course." She replied smiling. Spike stood up, pulling her with him.

"Well, then to dinner we go." He decided.

Thirty minutes later they had grabbed Chinese and returned to her place. There were containers of noodles, rice, vegetables, shrimp, and dumplings
strewn around the living room. Willow pulled her hair up in a claw as she dug into her plate of beef and broccoli.

"You should wear your hair up more often pet, it suits you." Spike noted. Willow blushed at the compliment.

"Thanks." She said softly. "But how do you know about women's fashion. Long hair could be in for all you know." She remarked. Spike rolled his eyes.

"Doubt it." He remarked. Willow smiled sheepishly.

"So tell me about Dru." Willow said softly. Since Buffy had found out about the mad vampiress a few days earlier Willow had been dying to ask about her. Spike grew quiet as he stabbed at the rice with his chopsticks.

"She's my sire, what is there to say?" He asked. Willow studied him carefully.

"I thought Angel was your sire." Willow asked. Spike shrugged.

"Angelus taught me. But Drusilla made me. She loved me." Spike told her.

"And you love her?" Willow asked softly. Spike's eyes met hers.

"As much as a vampire can love their sire. Maybe more." He confessed. Willow's face remained neutral.

"Oh." She said nodding.

"But then again how can you not love someone who showed you how to live?" Spike questioned. "Drusilla watched me grow up, from a boy to a man to the vampire I am today. For all of that I love her." Spike explained. Willow's expression was thoughtful now.

"That's so sweet." She said softly. "Dru's a lucky girl." Spike smiled.

"Everyone who knows me is lucky." He said cockily. Willow groaned and punched the vampire in the arm.

"God spare me from you're 'I am the center of the universe' speech. It is really getting old." Willow complained.

"Luv words hurt, they really do." Spike said clutching his chest. Willow smiled.

"Not you, nothing gets to you." Willow remarked. Willow sighed as her favorite song by Live came on. "I love this song!" Willow said smiling. It
was that sweet smile that Spike loved. Spike dropped his rice on the table and grabbed her hand.

"So then let's dance." He said. "Celebrations call for dancing." Willow shook her head and tried to pull away.

"No, no, no! I don't dance. I told you I hate to dance!" Willow insisted.

"You have to learn eventually pet." Spike said pulling her to her feet.

"Not really. I like being a wallflower. Ivy is a wallflower. Wall flowers can be pretty!" Willow babbled. Spike put his finger to the red head's lips and
stopped her words. He slipped a strong hand around her waist and his fingers intertwined with hers. Willow trembled as she let her hand fall on Spike's shoulder. She took a steadying breath and looked up at the vampire.

"Now just follow me pet." He said moving slowly to the beat. Willow followed, stiffly at first, then she loosened up a little. She stumbled nervously and groaned.

"Spike I can't do this!" Willow insisted. Spike raised his scarred eyebrow.

"Such words coming from your lips. I might as well say I can't bite anyone." He retorted. He held onto her firmly. "If I can learn to dance then so can you my dear."

"Since when couldn't you dance?" Willow asked in amazement. She could hardly imagine Spike not able to do anything. Spike shook his head and smiled.

"When I was human. I couldn't dance if my life had depended on it. So my mother taught me in the kitchen. Everyday for an hour and a half. Most
humiliating thing ever." He insisted shuddering. Willow giggled. "See not doing bad now are you luv?" He asked. Willow smiled realizing she had been
moving with him the whole time.

"I guess this isn't too bad." Willow decided. Spike pulled her a bit closer as they moved slowly to the music. "Not that you're that great of a teacher
or anything." She added quickly.

"Why you little brat." He exclaimed. "After all I've done for you." Willow smiled and let her headrest on Spike's chest.

"Spike just shut up and listen to the music." Willow ordered. Spike let his cheek rest on her hair.

"As you wish." He said softly. And the two moved slowly in time to the beautiful song. Willow smiled realizing her first dance had been with Spike
of all people.

**************

Oz watched as the mysterious redhead walked across the street away from the Bronze. She was alone for once. Usually whenever he saw her she was with her friends. * Now is you're chance * He climbed out of the van and ran to catch up with her.

"Hey Willow!" He called. Willow turned around and smiled as she saw him.

"Oh hey Oz. How are ya?" She asked. They fell in step together and walked slowly down the street.

"Not bad, and yourself?" He asked.

"I'm good. The band was great tonight." Willow said smiling. Oz shrugged.

"Well, we didn't suck." He replied. Willow smiled assuming he was agreeing with her. "Mind if I walk you home?"

"Actually I'm on my way to meet Buffy, but sure." Willow said.

"Buffy's different isn't she?" Oz asked.

"Aren't we all?" Willow replied, defensively.

"Touché." Oz said smiling. "But different as in unique. A good different."

"Yeah Buffy's different." Willow agreed.

"Like you." Oz noted. Willow smiled in surprise.

"I don't know. I think I'm pretty ordinary." Willow insisted.

"Well, I think you're special." Oz said. Willow blushed as they reached the Espresso Pump.

"Thanks." She said softly.

"Anytime." He replied. "See you around?" Willow nodded.

"Yeah that'd be nice." She nodded. Oz walked off as Buffy joined her.

"Willow did I see sparkage?" Buffy asked smiling. Willow shrugged.

"He's just a nice guy." Willow shrugged.

"It seemed like he was into you." Buffy noted as they headed for Restfield Cemetery. Willow glanced back to where Oz was disappearing.

"You think?" Willow asked. "That'd be nice."

"So you like him? What's the deal?" Buffy asked. Willow shrugged again.

"Like I said he's nice." Willow said softly. The girls walked a few blocks and entered the cemetery.

"Come on Willow, tell me everything." Buffy insisted. Suddenly Willow was grabbed from behind. An arm held onto her tightly as she squealed in shock. Buffy didn't look too happy.

"Yes, red tell us everything?" Spike asked softly in her ear. Willow had to fight back a smile. Then she realized what she was in the middle of and the
smile left on its own. * Uh oh* She thought watching Buffy pull out a stake.

"Let her go Spike." Buffy said, sounding annoyed that he was there. Spike tapped his fingers on Willow's shoulder.

"But she's so adorable Slayer, how about just one bite?" He asked, stepping back and pulling Willow with him. Willow looked up at him, seeing his face in grr mode. Even though she knew Spike wouldn't hurt her the site was pretty scary.

"Spike please." Willow pleaded. To Buffy this probably sounded like a plea for her life but Spike knew better. She just didn't want to be in the middle
of the two enemies.

"Well, I really did want to hear more about this bloke, didn't you slayer?" Spike asked looking from Willow to Buffy. Willow tried to hide the surprise
she felt. Was it her or did Spike sound jealous?
 

~Part Eight~

"We'll finish this later." Spike said in a whisper, his lips barely moving. He kept his eyes on the slayer, when he let her go, letting her fall forward.

Willow started to fall to the ground, hitting the soft ground hard.  Buffy went to grab her best friend, her eyes fell on her friends, and when she
lifted them, one-second later, Spike had vanished.

"I hate that damned bleached wonder." Buffy hissed, pulling Willow up off the ground.

"He is a pain in the ass." Willow offered, her eyes blazing with fire.

"Here, I'll get you home...." The slayer offered, grabbing her friends hand, and the two started for Willow's house

"I swear, I'm gonna kill that damned prick." Buffy threatened.

"At this point," Willow said, "I'll help."

**********

Willow walked up the stairs to her room slowly. Walking into the door, she changed out of her clothes quickly, and went to grab a large T-shirt. A frown crossed her face when she didn't find one. Shrugging, she walked to her closet and grabbed the first clean top she saw, which turned out to be a green cotton baby tee. Crawling into her bed, she didn't even glance at her balcony doors.... if she did, she probably would have seen Spike, staring at her.

*********

Willow started walking towards the library when she thought she heard her name. Whipping her head around, to look in back of her and saw Oz walk out of a classroom, and towards her. A grin graced her face, as she turned back around, he walked up beside her.

"Hello." Oz grinned. Willow gave him shy smile in reply, and the two fell into a silence.

"So.. uh ... h-how was class?" Willow asked, with a small smile on her face. Oz started to fill her in on how class was, when they came upon the Library.

"Well, I gotta go... I have to research this dem ... demanding book, for Mr. Giles ... our Librarian ... yep." Willow stuttered. She gave Oz a sheepish
grin before walking through the library doors, and into Giles's office.

"She is, the strangest girl." Oz shook his head, and started off for his locker.

*********

"I'm coming, I'm coming." Willow muttered, as she walked to her front door. She looked out the peep hole and her eyes widened when she saw Spike. Opening the door a bit, she peeked her head out. "Can I help you, sir?" She asked, with an air of elegance. She talked to him like she had no idea who he was, and she grinned as she saw the look of surprise on his face.

"Funny, luv. Can I come in?" Spike asked, almost sweetly. Willow gave him a small grin, and opened the door a bit more.

"Come in, you evil fiend. I'm about to watch Indiana Jones." Willow smiled. Spike grinned at her, and walked through the door.

"Which one?" Spike asked, walking into the living room.

"Three." Willow said simply. Spike smiled, and sat down on the carpet, his back against the couch. Willow climbed onto the couch, and sat right behind Spike.

"I love this one." She grinned, as she pressed play. Spike smiled inwardly. She said that every time they started to watch this particular Indiana Jones movie.

"Well, it does have it's plus's. But I don't really know what's so appealing about Connery." Spike said.

"What!? Spike!" Willow hit Spike's bleached head slightly. "It's Sean Connery! You can't beat him, he rocks!"

"You just like his accent." Spike huffed.

"That, and other obvious reasons." Willow said. Spike's brow furrowed, and he let his head fall back, so he was now looking at her face.

"And those reasons are?" Spike asked.

"I won't tell, unless you do." Willow said, quickly.

"Huh?" Spike asked.

"What was up with you, at the Graveyard? You were acting ... almost jealous." Willow finally admitted.

"I... I... I wasn't jealous Red. I was just ... curious." Spike said, his mind working at lightening speed to come up with a good excuse that was
anything but the truth.

"I don't believe you." Willow decided, and settled back into watching the movie.

"But Red!" Spike nearly whined. "I wanna know, why you find so damned appealing about Connery!"

"Not telling." Willow grinned. Spike stood up suddenly, and turned to face her. A predatory grin graced his face.

"Then I guess I'll have to make you." He smiled. A wave of fear passed over Willow, as she wondered what he was gonna to do her. *Mmm.. that might not be to bad.* She thought. She blinked in shock. Where the hell had that come from?

Spike watched the little witch, as she quickly went into deep thought. He grinned once more, and knew now was the time. He leaped forward, and his hands met her stomach, he started to tickle her, and any lusty thoughts Willow had going on in her mind, had vanished, as she squealed as his fingers danced across her skin.

"Spike! Spike! Stop it! Spike!" Willow screeched.

"Oh pet, I would expect you to say the opposite." Spike smiled. Willow looked up at his face, and saw him wriggling his eyebrows and she suddenly knew what he was saying. She blushed as red as her hair, but he continued his assault. She screeched in laughter, and her face shot up, and she stared at him, as his hands danced across her thighs, unknown by him.

"S-Spike... stop." Willow said. Spike looked down at her, and saw she had blushed even more red. He stopped tickling her, and stared at her.

"What's wrong?" He asked.

"I... I... ummm... Oh! The movie! Yeah ... umm, I wanna watch the movie." She pushed him away, so he was out of her personal space, and she settled back into watching the movie, but her mind never left what he did. *What is happening to me?* She wondered.
 

~Part Nine~

Dear Diary,
I miss him. I can't believe I'm saying this but I miss him… a lot. I knew it would happen eventually. I mean it was inevitable. He was the vampire and Buffy is the vampire slayer. She just did her job. But did she have to kill him in the damned process?

Willow slammed her diary shut and wiped a tear from her eye. She took a deep breath and put on a brave face. A face she had worn a lot for the
past few weeks. First Miss Calendar breaking up with Giles. Then soon after that Spike had come to Willow more excited then ever.

----

"I've got it luv! Finally after all this bloody time I've got it," He exclaimed. He picked her up and spun her around. Willow had to laugh at the state of excitement he was in.

"What is it?" She asked when he finally calmed down.

"I've got a cure for Dru!" He told her. Willow's blood froze. She still wasn't sure if Spike's quest for Drusilla's cure was good or bad.

"That's great," She said, trying to sound as excited as he was.

"It's a simple ceremony which involves giving her back her sire's blood and then she's back. Good old' Dru," He exclaimed. Willow's smile fell.

"But Spike…isn't Angel Dru's sire?" She asked. Spike nodded slowly.

"Yes, but that's just a minor detail," He said waving it off with his hand. Willow grabbed his arm and glared at him.

"Minor detail? Minor detail! He's Buffy's boyfriend!" She exclaimed.

"Tell me something I don't know," Spike grumbled, missing her point.

"Spike you can't kill Angel," Willow exclaimed. Spike's eyes turned icy.

"And why the hell not? He's the one who did this to her in the first place," Spike reminded the girl.

"But that was Angelus. Angel is different. He's trying to make up for that. He's Buffy's boyfriend and he's my friend." Willow exclaimed angrily.

"So what, the poof's more important to you then Dru's well being?" Spike asked. Willow rolled her eyes.

"Gee let me think…Yes!" She replied. Spikes sighed, realizing the stupidity of his comment. He had to do this. Making Drusilla well again would mean
she could be on her own again. And Spike could be on his own again . . . *But how do I explain that to her * He looked at Willow for a long while.

"Then I won't." He replied.

"What?" Willow asked.

"I won't kill him, but Dru still needs the blood." Spike insisted. Willow thought this over. Angel would be able to take care of himself. It's not like he
was going to be half-dead or anything.

----

But there were so many things they hadn't counted on. Kendra's attempted murder of Angel, Dru's need for vengence on her sire and Buffy's wrath
against Spike and Dru.

By the end Angel was half-dead and Spike and Dru were gone. So all in all things worked out well for the white hats. * Unfortunately* Willow
thought. Her mind was constantly mulling over her last conversation with Spike. Had losing Spike actually been worth saving Angel?

*********

Willow knocked on Angel's apartment door. He opened it to her.

"Hey Willow. How are you?" He asked. Willow shrugged.

"Been better. I just needed to talk and I didn't want to go to Buffy. She's freaking over her birthday," Willow said sighing.

"Yeah I know. It's coming up in a week right?" He asked. Willow nodded and sat on Angel's couch.

"How are you?" Willow asked. Angel sat beside her and rubbed his face.

"Been better," He replied, half smiling.

"You look broody." Willow noticed. Angel frowned.

"When you kill people, you helped create, guilt occurs." He replied. The past weeks had been no easier on him she could see that.

"You mean Spike and Dru?" Willow asked casually.

"Yeah. Buffy just forgot about it, but to her they were the enemy, to me…they were family, a family I had betrayed," He explained, not really
expecting her to understand.

"Betrayed…" Willow repeated softly. Suddenly Angel saw a great sadness in her eyes. Something he hadn't noticed before but it occurred to him.
Over the past few weeks she had been almost as broody as he was.

"Yeah but that's my concern. So why did you want to talk?" He asked.

"You've killed your whole family now." Willow noticed. Angel studied her face, which was deeply lost in thought.

"Yeah…I have," Angel said, thinking of that for the hundredth time.

"Buffy saved your life in that church and people were hurt in the process," She said looking at him.

"What's your point?" He asked suddenly uncomfortable with her interest in this.

"Make it worth it. Please Angel, make the loss worth it." Willow pleaded. Tears filled her eyes and Angel found himself hugging the girl. Somehow she was connected to this and he was willing to comfort her even if he didn't know why.

*********

"Freaky. Do you think Dru's still alive then?" Willow asked. Buffy shrugged.

"I hope not. Angel said it's silly to think a stupid dream will come true but it felt real. Besides if she's alive that means Spike is too." Buffy grumbled.
"God I shudder to think of having to kill them again!"

"Oh yeah I know." Willow said softly. With Buffy's one sentence hope had been born in Willow's heart. Could it be? Could he really be alive? She
pushed the thoughts aside as she went through her classes.

At the end of the day Oz caught up with her. Somehow in the midst of the conversation Willow found herself saying,

"You could be my date," She shocked herself almost to the point of heart attack with this sentence. And even more shocking was that he agreed!
Willow headed back to her house practically on cloud 9. She was finally making progress with a boy. And an older boy at that!

She floated around her kitchen getting stuff together for Buffy's party. Her mind was completely on Oz when Giles arrived.

"All set?" Giles asked loading the last of the stuff into his tiny little car. Willow nodded.

"Yep, it's all good. Oh and I don't need a ride. I've got a date." She said grinning. Giles smiled in spite of himself.

"As long as he's human this time Willow." He teased. Willow blushed remembering Moloch.

"Hey so unfair! At least I didn't raise him!" She retorted. It was Giles' turn to blush.

"So you'll be all right then," Giles replied getting into his car. Willow wandered into her house and noticed the clock. Darn it was seven. Buffy's party
was in an hour. Willow grabbed sweater and ran a brush through her hair. She heard the door slam shut below.

"Giles is that you?" She called.

"Did you forget something?" When no answer came Willow dropped the brush and headed down the stairs. "Giles?" She called.

"Why? Are you two having a secret affair? Red I'm heart broken," Spike said standing at the foot of the stairs. "I thought I was the man of your
life." Willow gasped in surprise and practically tackled him. She hugged him tightly.

"Spike!" She squealed.

"Oh my gosh you're alive!" Spike winced in pain as he held her.

"Barely." He grumbled holding his side. He was suddenly leaning on her and Willow stumbled with him to her couch.

"Are you okay?" She asked. Spike shrugged and smiled cockily.

"Well it won't kill me if that's what you're asking." He replied. Willow smiled. She realized how much she'd missed him with just that joke.

"Where have you been?" She asked eagerly.

"Under Dru's bloody supervision. She thinks I can't walk and she's almost right." He grumbled. "Damned organ was bloody heavy!" Spike griped. "It
took me weeks to look for just the right opportunity to sneak away."

"So why not tell her you can walk?" Willow asked. Spike looked at her in shock.

"Are you daft? I'm milking this for all it's bloody worth." Spike insisted. Willow smiled.

"Well what are you doing here?" She asked.

"I missed you red." Spike replied seriously. Willow blushed and looked away.

"Oh, I missed you too." She replied.

"And I thought I might crash the slayer's little party with you, can I? Can I?" He pleaded. Willow giggled and shook her head.

"No, you can't! Buffy thinks you're dead let's leave it there." Willow insisted. Spike pouted.

"No fun at all." He grumbled. Then he sobered up.

"Look Dru's planning something. It's big and deadly, so be careful." Spike warned.

"What is it?" Willow asked. Spike debated on what to tell her. He wanted a little revenge on the slayer himself, so revealing all to her wouldn't help
him. But he couldn't have her getting hurt either. Then he thought about Dru's ranting earlier.

"Things are about to change…a lot."

*********

"You don't think Angel would have gone after the Judge himself, do you?" Willow asked with concern.

"No, he'd know better than that. Maybe he just needed . . . I don't know. I just, I wish he'd contact me. I need to talk to him." Buffy said softly as
they headed up the stairs.

"Why?" Willow asked. She had noticed the change in her friend.

"Buffy what happened?" Buffy shrunk away from her friend and Willow pulled her into a corner.

"Please tell me."

"We…" Buffy sighed wondering how to tell her friend the news. Willow realized it instantly.

"Oh my God, you shagged!" She exclaimed. Buffy turned bright red.

"Willow!" Buffy exclaimed.

"Well you did didn't you!" Willow said, feeling proud of her powers of deduction. The bell rang above them and Buffy jumped.

"Look I'm gonna find Angel. I'll see you later ok?" Buffy asked. Willow nodded.

"Later Buffy. Call me ok?" She hugged her friend before she headed to class.

*********

Willow stormed into her house and slammed the door behind her. Xander and Cordelia! Xander and CORDELIA! Tears streamed down her face. Even
though she'd been over him she'd always hoped deep down he might fall for her.

"You all right pet?" Spike asked. Willow jumped and spun around.

"Oh hi Spike." She said wiping her tears away quickly. "I'm fine." She said bravely.

"You don't look fine." Spike insisted walking up to her. "What's wrong?"

"Xander has a girlfriend, Buffy's been shagged and Giles even has Jenny!" Willow cried. She hugged Spike and the vampire suddenly realized why
Angel was different, him and the slayer. *Damn Gypsies *

"I thought you were over the moron?" Spike asked lifting her face up. Willow sighed.

"Well I am but seeing it…hurt." She said softly.

"It's like I'm doomed to be old trusty Willow. Is it the way I look?" Willow asked. Spike rolled his eyes.

"God no pet, you're a bloody vision. Is it his fault he can't see it? Look," Spike said wiping her tears away, "He just isn't meant for you. One day your one and only will come marching through that door and take you away to happily ever after land. But until that day, you've always got me red."
Spike assured her. Willow smiled and hugged the vampire.

"Thanks Spike. So why are you here?" Willow asked. Spike couldn't bear to give the girl more bad news.

"Just thought I'd drop in and check on the only human I like." Spike lied. *So what? * He thought. *It's not as if Angelus is after her *

*********

As soon as Angelus had seen her he knew she'd be perfect. The perfect little weapon to use against the slayer. Now he reveled in the power over
holding her life in his bare hand. Willow gasped for breath as he and Buffy calmly bantered. She was glad they were having fun, now what about her breathing situation.

"Leave Willow alone, and deal with me." Buffy demanded. Angelus grinned at the blonde.

"But she's so cute," He grinned pinching her cheek.

"And helpless. Really a turn-on." He inhaled her scent and his grin widened.

"But do they know you're deep secret?" He whispered softly in her ear. The coldness in his voice scared her more then anything. Suddenly she was
thrown into Xander and Angelus went off to play with Buffy some more.

Fear weighed in her stomach. She stumbled to her feet and found Buffy in a semi-comatose state. Not that she could blame her. Spike had been
right. Everything had changed.

*********

*So the little red head has a thing for vamps * Angelus thought remembering the sweet smell of innocence mixed with that of his childe's. He smiled at this discovery. He really must've been stupid not to have noticed it before. *or just too involved with sweet Buff* His demon taunted. Angelus
shrugged off the thought. It didn't really matter. He knew now. *But what to do with such information is the true question*

*********

"Why didn't you tell me?" Willow asked angrily. She was covered in demon bits and not interested in Spike's act of innocence.

"I didn't know what he had planned." Spike insisted. Willow glared at him.

"Well he started off with 'let's try and kill one of Buffy's friends' and added on with 'let's end the world at the mall'!" Willow exclaimed.

"He always was the flashy type." Spike noted.

"But he hated it when I tried to be." Willow gave him a look that assured him she wasn't in the mood. She stormed into her bathroom and closed the door partially. Spike tried to be gentlemanly and look away as she changed in clean clothes.

"But Spike now…you don't understand." Willow said pulling off her shirt. Spike caught a glimpse of her bare back and forced his eyes away. Did her
skin have to be quite so smooth and milky?

"Understand what pet?" Spike asked, leaning back against her bed. Why didn't he just take her if he wanted her so much? * She's a friend…and just
a girl* He reminded himself. Willow emerged in her flannel pajamas with her hair pulled up in a loose bun. She sat down beside Spike on the floor and
he couldn't help but see the fearful expression on her face.

"What is it?" He asked. Willow looked at him.

"Angelus knows." She said softly.

"Knows…" For a moment he was confused but then it dawned in him. He knew about them. *Oh no* Spike thought instantly.

"So what pet? So the idiot knows? Well manage, we've gotten along this far haven't we?" Spike asked. Willow didn't even try to put on a brave a
smile.

"But there wasn't an Angelus before." Willow pointed out. Spike kept up his façade.

"What are you afraid of red?" Spike asked cockily. "Afraid you'll lose me?" He asked smirking. Willow didn't crack a smile.

"Yes." She answered softly. Spike's smile faded as she threw her arms around his neck. "You're my best friend. I can't lose you again." She
whispered.

"You won't." Spike promised as he wrapped his arms around her. Willow held on for a little longer and then pulled away. She looked up at Spike and
suddenly realized their closeness.

They looked into each other's eyes and Spike leaned towards her. For one split second Willow had the notion he might kiss her. She pulled away a
little and kept her eyes on his. Spike smirked and kissed her chastely on the forehead.

"We'll be fine red. I promise." He assured her. He left the girl's room and wandered the night. So Angelus knew. That could be dealt with. Angelus
was always one for making deals and this time would probably be no exception. Spike thought about the red head for a long time. He had realized in
that one moment in her room that she'd never been kissed before. That was where the look of fear and uncertainty had come from in her hazel
eyes. A look he did not care to see in them again.

He thought about the rock and roll punk kissing her and suddenly he felt very jealous. That little punk sure as hell didn't deserve her and was not
good enough to be red's first anything. Willow deserved someone who would treat her right. * Come to think of it* Spike realized *Red really should
have a man not a boy * But Spike didn't like that idea either. He pushed away all thoughts of Willow and any guy.

"Friends William, remember friends." And right now his job as her friend was to find out just what Angelus had in mind for her.
 

~Part Ten~

Angelus walked slowly through a cemetery in Sunnydale. He was looking for the slayer but anyone who got in his way would do just fine. He hated this holiday. Every one felt safe in the arms of a loved one. It should be outlawed. Valentine's Day, who the hell needs it?

And that's when Angelus saw him. For a moment the vampire was sure he was imagining it but his eyes followed the figure as it slowly walked across the hallowed ground. Angelus smiled, yes that's right, walked.

"Well, well, well, look at what I have here. It's a miracle," The vampire said throwing his hands up in the air and smirking. "Spike has been healed by the gods…" Angelus grinned and looked down.

"Well not from above." Spike smirked back playfully at his sire. "Yeah the legs ain't as bad as I thought." He said patting his legs. Angelus circled the blonde slowly.

"Then why hide it from me? Or Dru for that matter?" He asked suspiciously. Spike shrugged.

"Who said I was hiding? Maybe you were just too busy to notice." Spike remarked. Angelus eyed him.

"Awe have I been ignoring my favorite?" Angelus asked. He grinned.

"You're right Spike. We haven't talked in a while. Tell me all about yourself." Angelus said.

"I'm dying to hear." Spike looked at his sire with open distrust. Angelus didn't talk. It wasn't a part of his nature. This was just a game, one that Spike would have to play carefully.

"Nothing to tell, mate." Spike assured the dark vampire. "Nothing at all." Angelus cocked his head and studied the lying eyes of his grand-childe.

"You know Spike I'm in the mood for some sweet blood tonight." Angelus said walking slowly into the cemetery. Spike followed him, curious to see what he had in mind.

"Well I'm feeling a bit peckish myself. What's on the menu?" Spike asked. Angelus smirked.

"Something sweet, young, innocent…" He said as he walked past some trees. "Something like…her." Angelus said pointing towards a girl. Spike had to bite his tongue to keep the words 'god damn it' from bursting past his lips. There sitting on a tombstone, looking delectable as ever, was Willow. *How many times do I have to tell her… * Spike held in his mental scolding of the girl and looked at Angelus.

"Isn't she the slayer's lil' friend?" Spike asked. The vampires stared at each in silence for a moment.

"Don't play dumb boy." Angelus growled, all traces of a smile gone. "It's a little late for that." Spike swallowed hard his eyes moving from his sire to the redhead.

*******

"Why the games Angelus? You've known for a long while now and haven't said a word." Spike said. Angelus shrugged.

"I wanted to know your angle. But I just dont get it. I mean you could have her at any moment, I've seen that myself, night after night. Yet she remains untouched, unmarked, and innocent in every way. Why William, my boy, why?" Angelus asked clearly vexed.

"Just having fun old boy." Spike shot.

"No, this is fun." Before Spike could move Angelus was out in the open. Willow saw him and stumbled back.

"Damn it." Spike muttered.

"Well hello Willow." Angelus said softly. He took a deep breath and looked up at the sky. "Nice night." He said casually. Willow felt her heart speed up as she stepped back.

"A-angel. Uh hi." She stuttered, her eyes searching for Buffy. * Where the hell is she when I need her? *

"You shouldn't be out here alone. Bad things lurk late at night." He assured her, stepping closer to her spot. Willow forced a laugh.

"Like what bad things?" She asked. The vampire smiled at her. She was pretty brave, that he had to give her.

"All the nasties, like me." Angelus said proudly. Willow continued to look for her missing in action friend.

"Oh I'm real scared." Willow said, sounding much braver then she felt. Her back hit a large tomb and Angelus closed in on her quickly, pinning her to the stone wall.

"You should be." He assured her. Willow lifted her chin up defiantly, and stared him straight in the eye.

"I'm not scared of you." She said firmly. Angelus smirked and leaned towards her, his face a mere inches from hers.

"You know if I weren't so set on killing you, I might kiss you." Angelus said huskily. Willow swallowed hard, fear creeping into her eyes, more from the idea of him kissing her than killing her. Her heart raced as he stared down at her, his eyes full of lust.

Willow wasn't sure exactly what kind of look he was giving her, but she didn't like it. As his face morphed he was jerked away from her. Angelus spun to face his childe, glaring at him with yellow eyes.

"You're not going to touch her." Spike growled, facing off with the older vampire.

"But why not Spike, she's just waiting for someone too." Angelus grinned. Spike clocked him in the jaw and Angelus laughed as he wiped the blood from his lip. "What's wrong boy? Afraid yet another lass will realize you're not half the man you oughta be?" Angelus taunted.

"She's just a girl. You're not going to touch her." Spike growled. Angelus looked back at Willow.

"When I'm done, I assure you, she'll be a woman." Angelus remarked. Spike tackled the older vampire as they fell to the ground. Willow watched as the blonde pummeled his sire's face. Angelus flipped him onto his back and hopped up quickly.

He kicked Spike in the chest and the force sent the blonde crashing into the wall by Willow. Willow rushed to his side, but Angelus grabbed her arm, stopping her. He leaned in close to her.

"Don't worry red. We’re not done yet." Angelus assured her. His kissed her forehead playfully and let her go, fading into the night. Willow knelt by Spike's side as he sat up. He pushed her aside and stood up.

"What the hell were you doing out here?" Spike asked angrily. Willow blinked.

"Gee Spike I'm fine and thanks for asking." Willow said angrily. She spun around and headed out of the cemetery. Spike sighed and ran after her.

"Willow wait," He said grabbing her arm. Willow turned and faced him.

"Just leave me alone!" She exclaimed. "You're the reason he's after me to begin with aren't you? Now back off!" Spike held her arm firmly.

"Why were you out here alone? I've told you a million times never be out alone!" He reminded her angrily. Willow pulled out of his grasp.

"I was waiting for Buffy. She went after some vampire and just didn't come back. Then you two showed up." Willow explained, her tone very annoyed. "I'm not a baby, I can take care of myself."

"Not against him pet." Spike assured her, his anger fading as he saw the fear reflected in her eyes.

"He didn't mean all that stuff he said. Did he?" Willow asked. Spike shrugged.

"I don't know red, probably." Spike shrugged. Willow smiled faintly.

"That's kind of…flattering." She sighed. Spike stared at the ground in front of him.

"Yeah all romantic and what not, he wants to rip your head off and you're flattered." Spike grumbled.

"Jealous?" Willow asked, raising her eyebrow.

"Of that punce?" Spike asked. "I highly doubt it luv." He winced as they crossed towards her house.

"Are you ok?" Willow asked, worriedly looking at his stomach. Spike nodded.

"Yeah I'll be fine, nothing I haven't handled before", he assured her as they entered her house.

"Let me see." Willow said as she reached over, brushing his hand aside. She shivered as her hand came into contact with his cold one . She noticed for once that his duster was nowhere to be seen and she smiled faintly. Spike watched mesmorised as the smiled curved up at the corner of her lips.

He watched her hair fall across her face as she carefully examined his stomach. Her hands gently touched the skin of his side as she searched for major damage. She let the shirt fall back into place and looked up, finding herself looking straight into his eyes.

"You're fine, no big damage." She assured him.

"Thanks." He said, his hands finding hers. Willow looked down at their hands, intertwined, and then her eyes traveled back up to his. His fingers traced small circles in her palm, sending shivers spiraling along her arms.

They watched each other silently for a moment. Spike realized he loved it, her, every thing. He leaned down towards her as she stood up on tiptoes and their lips met in the middle. Sparks ran through the red head as a pleasant tingle over took all her senses as Spike's tongue explored her mouth slowly. She slid her hands around his neck and ran her fingers through his hair as Spike pulled her breathless body against him.

The kiss lasted for moments, or maybe an eternity. But it ended all to fast leaving the young redhead breathless and staring up at Spike in surprise and confusion.

"What are we doing?" Willow asked softly. Spike ran his fingers along her cheek, and smiled tenderly down at her.

"Making a mistake." He assured her. Willow smiled and his lips captured hers again.

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