~Part 1~ Watching

The vampire stood in the shadows of the club, watching.  He had started out watching the slayer, learning how she worked.  He had been watching for weakness.  He knew he shouldn't have come back to Sunnydale. Sure he had that truce with the Slayer when she needed him to stop Angelus, but she didn't need him anymore. She had killed Angelus, sent him to hell; he had gotten Dru out of town as promised. Of course Dru had been so angry with him for sacrificing her 'daddy' that she left him in South America. Now here he was back in Sunnydale, he came back because he
blamed the slayer for the mess with Dru.

He had been here for weeks, watching and waiting. He had been surprised to see Angel was back; he still hadn't been able to figure that one out.  His attention had begun to wander to the red head. He knew she was the slayer's friend but he didn't understand why. They all tended to ignore her, unless they needed her to do something for them. Like tonight he had been here watching as the Slayer danced with Angel, then that moron boy left to dance with the cheerleader, leaving the girl alone at the table reading a book.  Occasionally she would glance at her friends on the
dance floor, but no one seemed to notice that she was there.  He also couldn't understand why none of the other idiots in the club seemed to notice her either. In the weeks he had been watching not a single guy had approached her, she was shy sure, but she was also very pretty.

He had heard her talking to the slayer a couple days ago while they were patrolling, she liked the moron, but he was oblivious to her.  She also liked some guy in a band, who also didn't seem to notice.  He had heard her make comments suggesting she didn't even realize how beautiful she really was.  Buffy and the Cheerleader didn't seem to do anything to change that either. From what he had seen the cheerleader wasn't capable of doing anything but insulting the poor girl. The Slayer while not insulting her directly had a tendency to overshadow her.  What she needed was someone to show her how interesting and beautiful she really was.

He watched as the others approached the table as the song ended.  The talked for a while then the Cheerleader and the moron got up to leave.  She sat and talked to Angel and the Slayer for a few minutes but when they obviously were too wrapped up in each other to care about her she got up said good-bye to her friends and left the club. <Damn, they're just going to let her walk home alone> he thought as he moved through the crowd.  <The Slayer knows what's out there but she is going to let the girl walk home alone at night> He headed outside to follow her himself,
knowing she would bolt if she saw him he stuck to the shadows not wanting to scare her.

He followed her to her house and watched he go inside, he moved around to the back of the house watching her enter her bedroom and turn on the light, she moved to sit in front of her computer, clicking it on.  He watched as she used the computer for a few minutes before clicking it off again.  She left the room and returned a few minutes later, wearing plaid boxers and a white t-shirt with a cartoon bear on the front.  She sat on the bed brushing her hair for several minutes before picking up a book and lying on her stomach on the bed to read.  He continued to watch her until she
put the book away and turned out the light as she got under the comforter on the bed.  As he walked home his mind was forming a plan on making the little red head realize how beautiful and interesting she was, pushing back the thoughts of revenge on the slayer for the time being.
 

~Part 2~ First Approach

The plan was fully formed in his mind.  She needed someone, a man, to make her feel beautiful and interesting.  He could do that, the only flaw in his plan was how to keep her from panicking and telling the slayer when he approached her.  He had gone out last night and brought a computer, then located someone who could teach him how to use it and how to find out the girl's e-mail address.  Actually he did better than that he told him she had AOL and he could instant message her or invite her to a private chat.  He decided this was a good way to start, eventually he would have to tell her who he was so they could meet, but he would deal with that when he had too.

He watched her at the bronze again, with those witless friends of hers.  When he saw her getting ready to leave he waited to make sure someone would be taking her home this time then once he was certain the Slayer was walking her home he quickly headed to his own apartment. He entered the apartment and quickly turned on his computer watching his screen carefully for it to tell him she was online. Within a few moments his buddy list lit up that Red-witch was indeed online.  He quickly found the correct icon to send an instant message.

~!~!~!~!~!~!~!~!~!~

Willow was checking her email when the instant message screen popped up in front of her.  She smiled slightly thinking it was one of her friends from school, and then frowned when she realized she didn't recognize the screen name.

Bloody-will:   Hi J
 

Red-witch:    Hi.
 

Bloody-will:   Saw your name and decided to talk to you.  I'm really new at this.
 

Red-witch:     J Do I know you? From school or something?
 

Bloody-will:    We've never met.

~!~!~!~!~!~!~!~!~

<Not a complete lie> Spike thought. <We haven't actually ever met, just tried to kill each other a couple times>

~!~!~!~!~!~!~!~!~

Red-witch:     Okay. Sorry but I have to ask this, your not a crazed demon, that will try to kill my friends are you?
 

Bloody-will:    I'm not crazed and have no intention of killing your friends. Why?
 

Red-witch:      Long story J
 

Bloody-will:     You'll have to tell me sometime.
 

Red-witch:        You wouldn't believe me anyway.
 

Bloody-will:       You'd be surprised what I'll believe.
 

Red-witch:         lol.  Okay then maybe another time.

Red-witch:         God I didn't realize it was so late, I really have to go.

Bloody-will:        Can I talk to you again?

Red-witch:          I'm here about the same time every night.

Red-witch is off-line.
 

Willow clicked off her computer smiling to herself.  She wasn't sure talking to this guy was a good idea but he was already more interested than her friends.

~!~!~!~!~!~!~!~!~!~

Spike turned his computer off smiling to himself.  She had talked to him, okay so she didn't know it was him but at least it was a start.  He did have to remember to ask about the crazed demon thing again though.

For the next week he waited for her online every night.  They talked for hours at a time. She told him about Moloch, still something he was having a hard time believing.  She told him about the slayer, without telling him the slayer part, and about the cheerleader and the moron.  She even told him about her crush on the idiot.

Bloody-will:     You can do better.
 

Red-witch:        How do you know?
 

Bloody-will:       I know you.
 

Red-witch:         We've never met; I could be the ugliest girl on earth.
 

Bloody-will:        Okay this is going to scare you, but I have seen you.
 

Bloody-will:        I told you I live in Sunnydale, I've seen you around.  If Xander doesn't see how great you are then you can do better.
 

Red-witch:         Okay, a little freaked now, but thank-you.
 

They talked for several more minutes before Willow told him she had to leave.  He promised to talk to her again soon.  Then he waited for her to sign off before shutting down his own computer.  He walked out the door, thinking about whether it was time to step up this plan a little more.
 

~Part 3~ Candy

He wandered through the store looking at all the choices in front of him.  He didn't really know what she liked, so he made several choices and quickly paid for them and a small gift bag.  Sitting in his car he placed the candy he had purchased inside the bag and located a pen and paper and began to write.

He parked the car down the street from her house.  He made his way quietly down the street and into her yard.  He watched her window for a moment to be sure she was sleeping before he approached.  He moved to the French doors and slowly turned the handle, <she didn't lock the door, what the bloody hell is she thinking> Spike thought as the door opened beneath his hand.  He quietly hung the bag from the inside handle and closed the door again.

~!~!~!~!~!~!~!~!~!~

Willow reached out a hand to shut off the alarm.  As she sat up she saw the bag hanging on her door. <Damn, I forgot to lock that> she thought as she moved to retrieve the bag.  Sitting back down on the bed she dumped the contents out in front of her.  The bag had been filled with candy.  <All kinds of candy> she thought as she examined the contents.  She spotted the note in the pile and pulled it out.

Hope this doesn't scare you too much.
Last time we talked you seemed like
You could use some cheering up.

Bloody-will

p.s. Didn't know what kind of candy you liked.

Willow read the note a couple times, smiling to herself.  Okay, sure, a little freaky.  He not only has seen her like he said but he knows where she
lives.  But something told her to trust him, that he wouldn't hurt her.  She glanced at the clock and realized she had to hurry or be late for school and headed for the bathroom.

Before leaving for school she grabbed a couple pieces of candy and through them into her backpack.

~!~!~!~!~!~!~!~!~!~!~!~

Spike turned on his computer and smiled when he heard the now familiar "you've got mail", he quickly opened and read the message.

Bloody-will,

 Thanks so much for the candy.
Must admit I'm a little freaked over
You knowing where I live yet I
Don't even know your real name.
Going out with my friends tonight
So I probably won't be online.

Talk to you tomorrow
Red-witch

Spike smiled.  She wasn't angry, or too frightened to talk to him again.  She was out with her friends that meant either at the Bronze or some big demon to fight.  He knew he needed to tell her who he was. The longer he waited the less chance of it not ending badly.  If she was at the bronze tonight it might be a good chance to catch her alone. Smiling to himself he grabbed his duster and headed out the door.
 

~Part 4~ Truth

Willow sat talking to Buffy while Xander and Cordiela danced. She was still amazed that those two were together.  She was more than a little jealous but over the last week that had begun to subside.  She liked talking her new Internet friend.  She was still surprised and a little freaked over the candy but she really did like talking to him. She saw Buffy smile as her end of the conversation trailed off.  Willow followed her friend's eyes and saw Angel making his way toward them.  <Great, get to sit here alone again> she thought as Angel approached. Within minutes the couple headed to the dance floor leaving her alone.

~!~!~!~!~!~!~!~!~!~

Spike pulled the baseball cap low over his head making sure it covered his hair.  No sense in getting staked tonight.  He watched as once again her so called friends left her alone.  He waited until a new song started and he was sure the two couples would be on the dance floor for a little longer before he approached the table.

"Hey Pet." He said coming up behind her.

"Hi." Willow responded turning to see who was talking to her. "Your.why.I'll call Buffy."

"You could do that, then she would be dragged away from her dance to stake me." Spike said, "But I was kind of hoping you wouldn't."

"Why?" Willow responded, "Don't want her to distract you from killing me?"

"Not planning on killing you." He said sitting next to her, "Actually just want to talk to you."

"Why?"

"Something I think I need to tell you." He said simply.

"So tell me." She replied eying him suspiciously.

"Can we move somewhere else?"

"Not leaving here with you." Willow said.

"Fine. How about over there where I'm less likely to be staked by the slayer." Spike responded, "Bring a stake with you if you'll feel better."

Willow stood up and followed him into the shadows of the bar after removing a stake and cross from Buffy's bag.

"Okay so what do you have to tell me?" She asked as soon as they were out of sight.

"I've been watching you." He said watching her closely.

"Me?"

"Well I started out watching the slayer, but then I sort of started watching you." Spike said.

"Why me?"

"Thought you were more interesting than the slayer."

"Me?"

"Do you have to keep saying that?" Spike said, "Why is it so hard for you to believe that I would find you more interesting than her."

"Well , because she's."

"You need to learn that you are everything she is." Spike said, "That's why this all started."

"Why what started?"

Spike watched her face as the last week's events began to seep into her mind.

~!~!~!~!~!~!~!~!~!~

Willow stood staring at the vampire in front of her. Realization hitting her hard.

"Your Bloody-will." She stated.

"Well, yeah." Spike said quietly.

"So great, once again someone having fun at poor shy Willow's expense." She said angrily.

"What?" Spike said confused at her statement.

"So what was this Spike, a fun way to irritate Buffy. Make her friend fall for you then rub it in her face." Willow said tears forming in her eyes.

"No." Spike said, "This has nothing to do with her. After watching you for weeks, I thought you could use a friend that realized how wonderful you were. I figured you would run if I just approached you."

"Well, yeah." Willow said, "You are a vampire, you did try to kill me and my friends."

Willow was angrier with herself than at him.  She had fallen for this again. Guys didn't like her even over the internet she could only attract demons.

Willow turned and ran out the back door of the club, she couldn't stay here anymore.
 

~Part 5~ The Chase

<Bloody hell> Spike thought as he watched the red head run for the door.  He hesitated for a moment before following.  Willow was heading down the street when Spike made it out of the club.  He ran up behind her catching her arm.

"Why the hell are you running?" He asked when she stopped. "Bloody hell, you're crying."

"Am not." Willow said wiping her eyes.

"Not running or not crying?" Spike asked.

"Both."

Spike looked at the girl for a minute she wasn't acting afraid, just upset.  Afraid he could have understood, he was a vampire, he had tried to kill her
and her friends. What he couldn't understand was the look of sadness.

~!~!~!~!~!~!~!~!~

Willow wiped her eyes, not understanding what was wrong with this vampire. Why wouldn't he leave her alone? She didn't want to deal with this right now.

"Leave me alone okay." Willow said pulling away from his touch, "Find someone else to use in whatever game your playing with Buffy."

"Let me say this again." Spike said. Then more slowly, "This has nothing to do with the Slayer."

"Right." Willow said and started to walk away.

~!~!~!~!~!~!~!~!~!~

Spike quickly moved in front of her, blocking her path.

"Why can't you understand this? Do you think if I was having this conversation with the cheerleader she would be thinking this was all about Buffy?" Spike asked angrily.

"N-no, but she's Cordy." Willow stuttered.

"So."

"She's beautiful and smart and." Willow began.

"And you're not?" Spike asked raising an eyebrow.

"Smart maybe, but beautiful?" Willow said skeptically.

"Baby, you need to learn you're as good as those two chits." Spike said, "Better really."

"I'm not beautiful." Willow said sadly.

"Yes you are."

~!~!~!~!~!~!~!~!~

Willow looked at the vampire, still wanting to believe he was playing some game to get to Buffy. She wasn't beautiful, she knew that, she wasn't someone guys wanted, and she had learned to live with that too.  Problem was a part of her wanted to believe him, believe he was interested in her, not Buffy.

"What do you want?" She heard herself ask.

"You." Spike replied, "Now wait, before you run off again. I'm not going to hurt you.  If you only want to be friends then that's fine."

"You want to be my friend?" Willow said.

" I believe I said I want to be more than your friend, but I'll settle for that." Spike said smiling.

~!~!~!~!~!~!~!~

<For now at least> Spike thought as he watched the girl consider what he had said, he was having trouble reading what she was thinking.

"Just friends?" Willow said quietly.

"Yes. Like we were before you found out who I was." Spike said.

"But now I know." Willow said.

"Does it matter, think about it, anytime all you have to do is tell the slayer I'm here and I'm pretty much gone right?"

"I guess." Willow said considering.

~!~!~!~!~!~!~

Willow considered Spike's proposal. She could use a friend right now. Buffy was busy with Angel, Xander had Cordiela.

"All right." Willow said, "Like we before tonight."

"Okay, only since you know who I am maybe we could use the phone instead of that damn machine." Spike said.

"Fine. Willow said searching her purse for a pen and paper then scribbling a number on it and handing it to the vampire. He also scribbled down his number giving it to her.

"Walk you home?" He asked.

"What the hell, you already know where I live." Willow said and the pair began walking.
 

~Part 6~ I'm Beautiful

Willow said good-bye to Spike and watched him walk away. She still couldn't believe this was happening. Spike wanted her. Not Buffy. Not Cordiela. Her. Spike said she was beautiful. No one had ever said that to her, not that she could remember anyway. Okay there were problems with this relationship, she knew that, first one being her best friend could decide to stake her new friend. She would work out that problem later. Buffy knew she had been talking to someone on the internet, she would just keep that going as far as her other friends were concerned.

She walked into her bedroom after changing into her pajamas and turned on her computer intending to check her mail. As soon as she logged on the familiar message screen popped up.

Bloody-will:  Took you long enough.

Red-witch:   Sorry, didn't know you were waiting.

Bloody-will:  Every night Pet

Red-witch:   You said you didn't like I believe the phrase you used was The damn machine

Bloody-will:  I did.  But I figured it would be pushy to call so soon.

Red-witch:   I still can't believe this

Bloody-will:  Why?

Red-witch:   Because I'm not.

Bloody-will: Yes you are.  My job as your friend will be to convince you of your beauty.

Red-witch:   I've gotta go. School tomorrow.

Bloody-will:   Night luv.

Willow smiled softly to herself as she typed her goodnight then shut down her computer. Walking over to her bed she quickly moved under the covers and faded to sleep after setting her alarm.

She fell asleep smiling thinking about what Spike had said tonight.  She still didn't believe him, but he was making her feel happy for the first time in
months.  She drifted into dreams of becoming the beautiful woman he was trying so hard to convince her she was. As beautiful as her friends, of being the one guys looked at, that Spike looked at.  That was the thought that seemed most important in her mind that one particular man, well vampire, would really see her that way.
 

~Part 7~ Kiss it Better

"Hello."

"Hi, luv."

"Spike."

"Yeah, whatcha doin'?"

"Homework."

"What kind?"

"History."

"Period?"

"World War I."

"Cool, love wars."

"Why?"

"Lots of blood and death."

"That's disgusting."

"I am a vampire pet."

"True I guess. What are you doing?"

"Thinking about dinner."

"What are you having?"

"Thinking something blonde."

"SPIKE."

"Sorry."

"Damn!"

"What?"

"Paper cut.  Hurts like hell."

"I can come and kiss it better."

"Very funny."

"Not trying to be."

"Right."

"Really happy to come and kiss anything that hurts."

"Maybe some other time."

"Promise?"

"Gotta go get a band-aid."

"Okay, Bye.  Tomorrow?"

"Sure bye."
 

~Part 8~ Movies

Willow had called him this afternoon, her parents were out of town, again.  She wanted him to come over and watch movies.  She told him to stop and pick them up on his way over.  Which was why he was wandering around a video store with no idea what to rent.  She probably wouldn't like the movies he liked, they tended to be violent action type movies, and no way could he sit through a chick-flick.  Finally he went over to the classics section and selected a few old movies.  Ones he hoped would please them both.  He quickly paid for the movies and headed to Willow's.

~!~!~!~!~!~!~!~!~!~

She couldn't believe she had invited him over, sure they had been talking on the phone a lot the last couple weeks, but he was coming over. She was inviting a very dangerous vampire to her house.  She didn't like being home alone though and everyone was busy.  Xander and Cordiela were doing whatever it was they did, she preferred not to give that too much thought.  Buffy said she had to patrol with Angel tonight.  So that left Spike, she had been slightly surprised he had agreed, still had trouble believing he wanted to be with her, but he was on his way.

She went into the kitchen to look for snacks.  She had told him to bring movies and she would supply snack food.  She looked through the cupboards not really sure what vampires liked to eat, well other than blood of course, she finally found some popcorn and stuck it in the microwave. She also chose some cookies, and a bag of Hershey miniatures and grabbing a couple sodas from the fridge she brought them into the other room
then returned to dump the popcorn into a bowl.  She was returning to the living room with the popcorn when she heard the knock. Balancing the bowl in one hand she opened the door.

"You just open the door without checking?" Spike said.

"Please in this city, anything bad at the door probably can't get in without an invitation anyway." Willow said. " Oh come in Spike." She added.

"Thanks." He said moving past her.  "Popcorn?"

"Yeah, didn't know what you liked to snack on." She stated.

"Well."

"Sorry not allowed to serve guests anything that's currently alive." Willow said smiling, "So what did you rent?"

They moved into the living room.  Willow set down the bowl then turned to take the videos from Spike's hand.

"Cool, To Kill a Mockingbird's my favorite. Oh, The Birds, North By Northwest." Willow said looking at the titles. "These are great."

"You like them?" Spike said removing his duster, "I wasn't sure what to get."

~!~!~!~!~!~!~!~!~!~!~!~

Spike looked at the girl on the couch next to him, she had fallen asleep halfway through the last movie.  Her head was resting on his shoulder, her legs curled under her on the couch.  The movie had ended now and he hated to have to wake her up, but he had to leave soon.  He eased his body away from hers gently laying her on the couch, he shut off the television and began cleaning up the bowls, cans, and various wrappers from
the snacks they had eaten.  He would just get rid of all this before he woke her.

She had told him sometime during the night that she had called him because she hated being home alone.  Her friends had all been too busy to come over.  He was glad she called him.  Sitting here watching movies wasn't bad.  Okay sure he could think of many other things he'd rather do with her but if this was all she wanted right now then he would live with that.

After he finished washing the dishes he returned to the living room.  He decided he didn't want to wake her up, so he reached down and picked her up.  He carried her up the stairs to her room. She was so small he was able to hold on to her and pull back the covers before placing her on the bed.  He pulled the covers over the sleeping girl. He watched her for a moment, before turning to her desk to retrieve a pen and paper, quickly scribbling a note he left the house to head back home.
 

~Part 9~ Not Okay

Willow rounded the corner to the park on her way home. She had been at the library most of the night helping Giles research some new demon that Buffy saw.  As she moved past the swings she saw Spike in the distance near a tree, she quickened her pace to catch him before he left.  As she neared him she could see he was with someone.  As she got closer she realized what he was doing. Before she could stop herself she heard a scream coming from her mouth.

~!~!~!~!~!~!~!~!~!~!~

At the sound of the scream Spike dropped the woman he had been feeding from and turned toward the sound. His game face receded when he saw Willow in the distance. As soon as he started moving toward her she took off running in the opposite direction.

"Bloody hell." He muttered as he started running after her.

He chased her for a couple blocks before she finally slowed her pace. He moved in front of her blocking her path.

"Willow stop running."

"Stay away from me." She said panting.

"What's wrong?" Spike asked.

~!~!~!~!~!~!~!~!~

<What's wrong> she thought <How can he even ask that> She tried moving past him, not wanting him to see the tears forming in her eyes.

"Go away Spike." She said turning to go in the other direction.

"No." He said grabbing her arm forcing her to face him, "Not until you tell me what's wrong."

"My god, how can you ask that. You were killing that girl." She said angrily.

"I'm a vampire."

"I know that but I thought."

"Thought what? That I would stop feeding, I can't do that luv." Spike said.

"But you were so nice to me."

"And I'll still be nice to you. I won't kill your family or your friends. I can promise you that much." Spike said, "But I have to feed. If I don't I die."
Spike said.

"Spike killing anyone is not okay with me." Willow said. "Angel doesn't."

"I'm not living off of animal blood." Spike said angrily.

"I can't do this now. I need to think." Willow said pulling way from his grasp.

"Fine. But Willow I'm not giving up this easily." Spike said and turned and walked away.
 

~Part 10~ Thinking

Willow walked into her bedroom pushing the door closed behind her.  Her mind was still whirling from tonight's events.  She shouldn't have been so
surprised, she knew he was a vampire.  She just never thought about how he was feeding. She turned on her computer to check her e-mail and immediately the message screen popped up.  <Damn, I'll just check in the morning when he's sleeping> she thought turning the computer off again.

As she changed clothes to go to bed her mind kept drifting to the last weeks with Spike.  She really enjoyed talking to him on the computer on the phone, and in person.  He had been so nice and so attentive. For the first time in so long she felt like someone was listening to her, like someone cared about what she said and felt.  But all the memories kept ending with him killing that girl tonight in the park.  There had to be a way around this problem.  She didn't want to think about not seeing him anymore.  She just needed to find a solution that would please both of them.   She fell asleep thinking about ways to make this relationship work.

~!~!~!~!~!~!~!~!~!~!~

Spike turned the computer off, he should have realized she wouldn't be willing to talk to him anymore tonight. This wasn't his fault though, its not like she didn't know what he was.  If he didn't feed he would die.  She knew that.  He also knew that he couldn't let her just walk out of his life, there had to be a way around this.  Promising to stay away from her family and friends obviously wasn't enough.  He had to think of something else.  He sat staring at the dark screen thinking about how he could find a way to feed, without upsetting Willow.  Problem was that as things stood now even if he found a way she wouldn't talk to him.  So he needed a plan to get her to at least speak to him again too.  As he moved to look out
the window a thought began to form in his mind, he didn't know if she would go for it, but he could try, first he needed to get her to talk with him though. He grabbed his duster and headed out the door.

next