Sleepwalking

Rating: NC17

Pairing: Willow/Spike (as it should be)

Spoilers: Through season 4 `Doomed'.  This fic starts after `Something Blue' and before `Hush', AU after `Doomed'.

Summary: Willow mysteriously starts sleepwalking.

Notes: Fluff, the whole fluff, and nothing but the fluff. ** indicate emphasis.

Feedback: It's ALL about the feedback (and naked Spike)!  Don't make me beg, it's not pretty.

E-mail: spikedluv@midtel.net

Distribution: The Seduction of Spike, Soulmates, Willow's Lil' Secret, Shades of Gray, The BatPack Archives and Wacky Witch Willow. If anybody wants it, please take it.  Just tell me where it goes so I can keep track...OK, so I can pull it up and just stare at it for a while!

Disclaimer: I don't own these characters, just borrowing them for awhile.  Everything belongs to Joss Whedon, Mutant Enemy, Kuzui Enterprises, Grr Argh, the WB, UPN and whoever else they really belong to, although I wouldn't mind having a Spike of my own.  Who would?  The story is mine, though, uh, partly.

Thanks and Dedication: Amanda, who is not only my beta and grasshopper extraordinaire, she also came up with the premise for this fic and gave me some wonderful ideas to flesh it out.

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

~Part: 1~

It had been an especially horrendous day on the hellmouth, and Willow allowed herself to relax on Giles' couch.  For the last couple of days, the entire scooby gang had been researching yet another demon with delusions of grandeur who wanted to open the hellmouth, and had spent the better part of the night fighting it and it's disgusting minions.

The demon had been particularly nasty, but Willow hadn't had to worry about it because Buffy and Giles took it on in true Slayer- Watcher tag-team style.  No, she, along with Xander and Anya, only had to worry about the minions.  They hadn't been extra strong, or even smart, but they were willing, or coerced, to fight to the death protecting the demon and ensuring that it completed its ritual.

But, after they had killed the first one, the scales and scabs, claws and fangs, dissolved until an emaciated human corpse was lying on the ground in front of them.  Willow had been horrified to realize that the minions had once been human beings.  It made it a little more difficult to kill them, but when the choice was `kill or be killed', as Spike had once said, she took her `bloody pick', and she killed.

In the end, they had been victorious and returned to the Watcher's apartment to tend to their various minor injuries, Willow's idea, and for some well-deserved comfort food, Xander's idea. Willow, who could now boast a small cut on her temple, that Buffy assured her wouldn't scar, and a sprained wrist, closed her eyes with a deep sigh and drifted off to sleep as the voices around her got softer and softer, until they were no more.

Suddenly, Willow jerked awake.  She sat up and looked around her in confusion, wondering what had awakened her.  She was alone in the dark living room.  Where had everyone gone?  Suddenly there was a loud knocking at the front door that made her jump and her heart race.  Willow stood and walked to the door, peeking out the peephole to see who was outside before opening the door.  She'd learned her lesson on that one!

Standing in the courtyard was the demon they had fought earlier, surrounded by five scaly, scabby minions with claws and fangs that morphed human then back again.  Willow swallowed hard, then jumped back as the demon pounded on the door again. Holy...crap!  Where had everyone gone, she wondered again.  She was alone and the demon was right outside.  She was sure the demon wouldn't need an invite, it would just need to break the now- seemingly weak door down.

Wait!  She wasn't alone.  Spike was here.  Spike would help her.  He'd protect her.  Save her.  Willow turned around and the blond vampire was standing behind her.

"Spike!" she said, rushing to him and grabbing his arms.  "Help!  Th-there's a demon outside," she looked over her shoulder at the shuddering door.

"It's alright, luv, don't you worry about a thing," he pulled her into his strong arms and held her against his hard, firm chest.

"Thanks, Spike," Willow said as she wrapped her arms around his waist.

"I'll take care of you," Spike whispered as he kissed the top of her head.

***

"What the bloody hell is this?!" Spike looked down at the redheaded witch who had just climbed into the tub where he was chained and wrapped her arms around him as she snuggled up against him.

At his disgruntled cry, everyone came running and crowded into the bathroom to see a sleeping Willow curled up in the tub with Spike, whose arms were raised above his head as far as the chains would allow, as if he were afraid to touch her.

"Oh, dear," Giles spoke softly, removing his glasses.

"Oh, no!" Xander whispered, then stood stupidly with his eyes wide, mouth open.

"Lucky Willow," Anya mused, taking the opportunity to give Spike the once, and twice, over.

"What did you do?" Buffy hissed at the blond vampire.  Spike rolled his eyes and shook his manacled hands at her, giving her the two-fingered salute as he did so.

"What, exactly, do you think I *could* do, you stupid bint?" he asked angrily.

"Shut up, Spike," Buffy huffed, annoyed that he'd, yet again, pointed out a flaw in her thinking.

"Is she sleeping?" Xander finally found the presence of mind to ask.

"Yes, she's sleeping, you bleedin' moron!" Spike responded.

"I meant," Xander shook his head, trying to clear it of the image of Willow sleeping on Spike, "was she sleeping when she came in here?"

"I don't know!" Spike spoke, his voice hushed.  "Her eyes were open and she was talking."

"What did she say?" Giles asked quietly, automatically kicking into Watcher-mode at the strange situation.

"Something about a demon and needing help," Spike told them. Since no one seemed inclined to remove the witch, he lowered his arms around her, his hands resting on her back.  She felt warm and...soft.  "Why'd you ask if she was sleeping?" Spike asked Xander.

"Well," Xander hesitated.  "Oh, god, I hope she doesn't kill me for this," he tilted his head and prayed to the bathroom ceiling.  "She used to sleepwalk, way back when she was really young, when her parents first started traveling and leaving her home alone. She hasn't done it in years.  Do you think the fight with the demon triggered something?" he looked at the all-knowing Watcher.

"I don't know, but you think she might have been sleepwalking?" he asked Xander as he rubbed his glasses.

"Maybe.  Like I said, it's been a long time," Xander looked at his oldest friend who was curled up contentedly on the evil, bloodsucking demon chained in Giles' tub.  That was *too* weird.

"She did get hurt," Spike said, "I can smell the blood." Thank hell he'd just had a mug of pig's blood, `cause the scent of her blood, so close to the surface, was calling to him.  He looked down and saw the small band-aid on the side of her head.  Her face was so pale, especially against all that red hair.  He unobtrusively ran a strand through his fingers.  It was so soft.

"Ew," Xander muttered.

"Alright, get her out of there!" Buffy made a grab for Willow.

"No!" Xander and Giles both cried at the same time, grabbing her and pulling her back as Spike curled protectively around the small body in his arms.

"What are you both doing?" Buffy asked the two men holding her arms.  They released their hold immediately and took a step away from the irate Slayer.

"I don't think you're supposed to wake someone when they're sleepwalking," Giles explained.  "What if she's still in some kind of dream?" he looked at the peacefully sleeping girl.

"Plus, waking up with all of us staring at her and realizing where she sleepwalked *to* might be kind of embarrassing," Xander added.

"Right, thanks for that, mate," Spike muttered.

"I see what you mean," Buffy agreed and Spike made a face at her.  Stupid bint.  "So, what do we do, then?"

"Carefully lift her out and put her back on the couch," Anya suggested.  "Use your Slayer strength, but judiciously," she nodded knowingly.

"Right," Buffy looked the situation over, disgusted that she was going to have to touch Spike...again.  As if the hellish `my will' spell hadn't been enough.  She took a deep breath and leaned over the tub.  She pulled Willow's arms out from around Spike's waist and slipped a hand between her best girlfriend and her most hated enemy.

"Mmm, Buffy?" Willow mumbled sleepily as Buffy lifted her.

"Yeah, Will, it's me.  Go back to sleep," Buffy spoke gently.

"`Kay," Willow wrapped her arms around Buffy's shoulders.  "`Night, Spike," she fell back to sleep.

"`Night, luv," Spike replied, as he watched the Slayer lift Willow into her arms and carry her out of the bathroom, already missing the warmth of her soft body.

***

Buffy laid Willow on the couch and then sat on the coffee table, gently running her fingers through the other girl's hair. Willow moaned and her eyes fluttered, then opened.

"Hey, Will," Buffy said, concern coloring her voice.

"Buffy?  What's wrong?" Willow sat up and looked at the three people crowded around behind the blonde.

"How do you feel?" Xander asked.

"I feel...okay," Willow said.  "Why?"

"Have you been under any stress lately?" Giles asked.

"You mean, other than living on the hellmouth and researching and fighting demons while attending college?" Willow replied.

"Er, yes," Giles rubbed furiously at his glasses.

"No, why?"

"You were sleepwalking," Buffy tried to break it to her gently.

"No way!  I haven't sleepwalked in...," Willow scoffed, then paused.  She suddenly remembered strong arms and a hard chest.  Her mouth dropped open in shock.  "Uh, where, exactly, did I sleepwalk to?" she asked.

"The bathroom," Giles tried to spare her the ugly details.

"You got off of the couch and just walked down the hall," Xander explained.

"Yeah, you climbed in the tub with Spike," Anya added, wishing she could pretend to sleepwalk.

"An!" Xander tried to shush her.

"Oh, goddess," Willow moaned and lowered her head into her hands.

~Part: 2~

Willow was so embarrassed.  She hadn't seen Spike since the night before last when she had sleepwalked at Giles' and ended up in the tub with him.  She didn't know what was worse, not being able to remember what she had done, or the fact that she did remember some things, namely the comfort she had felt snuggled up against Spike's hard chest.  Oh, yeah, did she mention the hard chest?  Remembered that, too, she felt herself blushing.

Buffy hadn't really said anything to her about climbing into the tub with Spike, though she saw her shudder once or twice when Buffy didn't realize Willow was watching her.  Buffy was almost walking on eggshells around her, because Xander had explained the origin of Willow's sleepwalking to everyone, and the blonde didn't want to bring up bad memories of her parents.  Giles had told Willow that if she needed to talk about anything, he'd be there for her. And she knew he would be, but she hadn't felt like talking to him.

Tonight she was going to see Spike again.  The entire gang had been summoned to Giles' for another research session and Willow was dreading it.  Not just the seeing-Spike part, though that was pretty nerve-wracking, but the seeing-all-of-them-who-knew-she-had- sleepwalked-her-way-into-the-tub-with-Spike part.

She had to stop thinking about it.  She shook herself, then knocked on the door.  After a few moments, Giles answered.

"Willow, hello," Giles opened the door and stood back to allow her to enter.  "Please come in."

"Hi, Giles," Willow gave a little wave as she walked past him.

"You're early," Giles commented softly as he shut the door behind her.  "Did you want to talk?"

"Oh, no, thanks," Willow turned back to face him.  "I just wanted to, um, well, that is...,"

"Hey, Watcher, you're outta Wheatabix."  Willow jumped and turned around as Spike stepped out of the kitchen with a mug in his hand and sauntered over to the couch.

"Ah, Spike," Willow pointed at the now-unchained blond vampire, her mouth hanging open in surprise.

"Watch it, Red, you're starting to remind me of the moron," Spike commented as he sat on the couch and placed his feet on the coffee table.

"Get your feet off of the coffee table," Giles walked over to him and swiped them off.  Spike watched him walk into the kitchen, then put his feet back up on the low table.

"Willow," Giles called from the kitchen, "would you care for any tea?"

"Uh, no, thanks, Giles," she said as she set her book bag on the table and removed her jacket, hanging it over the back of one of the chairs.  She shuffled into the living room and paused just behind the couch, her heart pounding.

"What is it, Red?" Spike asked without looking back.  The girl was sending off waves of nervousness and trepidation, not to mention the racing heart and heavy breathing.

"Oh, I, um, well," Willow stepped up to the side of the couch and wiped damp palms on her jeans.  "I wanted to apologize," she rushed out.

"Apologize?" Spike asked in surprise, tilting his head to look at her.  He couldn't remember the last time anyone had apologized to him.  "For what?"

"You know!" she blushed, her eyes darting around the apartment, looking anywhere but at Spike.  "For the other night. When I...you know!" she finished, her voice high.

"Ya mean when ya climbed into bed with me?" Spike asked with a smirk.

"I did *not*!" Willow denied and slapped his shoulder.  "I was...I was sleeping and I just...,"

"Just teasing ya, Red, don't get your knickers in a twist," Spike said before taking a sip of...bloody crackers?  Ew.  "So, you sleepwalk a lot?" Spike asked.

"Hmm?" Willow looked away from the mug and into his blue eyes.

"Sleepwalk, do it often?"

"Oh, uh, no.  Not in a long time, anyway," Willow nervously put her hands on her hips, then stuck them in the back pockets of her jeans.

"Why now?" Spike asked as he drained the mug.

"Don't know," Willow fibbed.

"You said something about needing help with a demon," Spike persisted.

"I did?" Willow asked.  Spike just looked at her.  "Well, I guess I was dreaming about the demon we'd just fought," she admitted.

"You do that often?" Spike asked.  "Dream about the demons," he clarified at her look of confusion.

"No, not usually, just...never mind," she shook her head.

"Just what?" Spike pressed, his voice gentle, almost soothing.

"The minions," Willow said, then paused.  "They were human. I mean, not human when we were fighting them.  Then they were ugly, scabby, scaly things with claws and fangs," her face scrunched up as she described the demons.  "Until we killed them.  Then they...turned human again.  They were nothing but skin and bone, all emaciated and...skeletal.  It kind of freaked me out," she gave a little self- deprecating laugh.

"That the things you were fighting were human?" Spike boiled it down.

"Yeah," Willow admitted as she nervously twisted the silver band on her thumb.  She started to say something else, but the front door opened and Xander and Anya stepped into the apartment.  "Hi, guys," she breathed a sigh of relief at the interruption as she went to greet the two.

***

Willow was at Giles' apartment, researching with Giles and his friend, Olivia.  She, Buffy and the entire population of Sunnydale had woken that morning unable to speak.  The news claimed that it was laryngitis from an unknown source, and the entire town had been quarantined.  Research was proving to be difficult, especially since they couldn't talk to ask each other questions or relay information.

After several hours of researching, Willow was exhausted. She lay down on the couch to wait for Buffy to come get her after she was finished with patrol.  In addition to your regular, run-of-the- mill demons, the Slayer expected to be kept busy preventing fear- based looting and destruction.

When Willow woke up, Giles and Olivia were sitting at the table.  `Giles,' she tried to call to him, but she had no voice.  `Giles,' she said again, her hand at her throat.  She jumped up and Giles looked toward her at the movement.

Noticing her hand on her throat and the fear in her eyes, he picked up the message board she had brought with her and wrote, `no voices yet'.  Willow's breathing slowed down and the fear receded a bit as she remembered.  The whole town was without its voice.

She rushed over to the table and took the pen out of Giles' hand.  `Spike?' she wrote on the board.

`At Xander's,' Giles wrote below it.  Willow nodded her head, then headed toward the door.

`Willow,' Giles tried to call her back, then shook his head at the automatic response.  He followed her and touched her shoulder.  Willow turned around and he held up the board.  Erasing what he had written, he wrote, `he should be here soon', then looked up to see what Willow's reaction would be.

Her shoulders seemed to slump as she relaxed.  Giles erased the whole board and wrote, `why don't you lie down, I'll wake you when he gets here'.

`Okay,' Willow mouthed as she nodded with a small smile.  She walked over to the couch, then turned around.  `Don't forget,' she mouthed.

`I won't,' Giles wrote and held the board up.  Willow smiled and lay back down.

With a deep sigh, Giles resumed his seat, tossing the board on the table.  He took his glasses off and began to methodically rub them.

`What was that?' Olivia wrote.

`She's started to sleepwalk recently,' Giles wrote, then shrugged his shoulders and shook his head.  `I think it's stress- related,' he added.

`Who's Spike?' Olivia wrote.

***

Willow was tired and sore when she crawled into bed that night.  She was also relieved, though still a little bit frightened. A bunch of creepy guys called the Gentlemen had come to Sunnydale. They had magically stolen the voices of all of the townspeople so they could remove their hearts without anyone crying for help.  She had almost been one of their victims, if not for the help of a girl she had met in the otherwise worthless Wicca group.

Together they had managed to barricade the door to the room they were hiding in against the Gentlemen, and Buffy had later defeated them.  Willow looked over at Buffy, who was sleeping in the bed next to hers.  She wished she could fall asleep as easily, but Willow was still tossing and turning, unable to turn her mind off.

She'd been terrified.  She'd wanted to scream, but she couldn't.  She closed her eyes, determined to fall asleep.

The Gentlemen were back and Willow was running from them again.  She was running down the corridor outside her dorm room, then down the stairs.  This time, she was alone.  Instead of running to the basement, she ran through the lobby and out the front door.  She wasn't going to be locked in that dead-end room again.

She looked behind her.  The Gentlemen were still there, following her, floating.  She turned and ran for safety.

***

Spike opened his eyes when he heard the outside door to the moron's basement apartment, where he was currently tied to a chair, swing open.  He recognized the witch's scent and wondered what she was doing out and about at this time of night.  He listened to her light footsteps as she descended the basement stairs.

Her breathing was ragged and he could hear the blood pumping through her body.  Then she was standing before him...in her pajamas, a pair of flannel boxers and an old t-shirt.

"Spike?" she whispered.

"Red?" he responded, with a questioning look and a tilt of his head.  Her face was pale and he could see the sheen of light perspiration coating her skin.

Without another word, Willow climbed onto his lap and curled her legs under her.  She snuggled into him, tucking her face into the curve of his neck, wrapping one arm around his waist, the other resting lightly on his chest.

Spike opened and closed his mouth several times before finally leaving it closed.  He tilted his head back and looked at the ceiling as if it could give him the answers he sought.  He shook his head and raised his hands, placing one on Willow's back, the other on her bare thigh as she slept in his lap.

After several minutes, when he knew Willow was sleeping soundly, Spike allowed himself to relax.  The witches skin, cold from the outdoors, was heating up and Spike found himself taking comfort in her warmth and softness.  It had been so long since someone touched him, needed him.  He felt her warm breath on the bare skin of his neck and felt her heart beating against his chest through the thin top she was wearing.  He inhaled her scent, gently stroking the soft skin of her thigh.

What in bloody hell was going on?

~Part: 3~

Spike woke as Willow shifted on his lap, making herself more comfortable.  He groaned as her bum rubbed against his cock.  He wasn't hard, yet, but with the warmth of her body and the scent of the blood rushing through her veins, it wouldn't take much.  He took a moment to wonder how she could be comfortable, lying against all that rope Xander had used to tie him up.

"Hold still, there, luv," he whispered, grabbing her hips and settling her back down so that she wasn't pressing directly on him.

"Mmm, Spike," she moaned against his neck, her warm breath tickling him.  She lifted the hand that rested on his chest and wrapped her arm around his neck, snuggling closer to him, pressing her soft breasts against his chest.

"Red," he whispered, his hands moved up her body to turn her back around and slipped beneath her t-shirt.  He froze as his fingers grazed the warm flesh of her back.  He laid his palm flat against her back and let her warmth seep into him.

Bloody hell, he groaned to himself as he felt his cock respond.  He jerked his hand out from under her top, squeezed it into a fist, and held it away from him.  He closed his eyes and leaned his head back, trying to will himself soft.  Think about something else, anything else...sunshine...holy water...crosses...kissing the slayer...there, that did it.

He decided to leave Willow where she was and tried to fall asleep, praying to hell that she didn't move around any more.  Her scent surrounded him.   Bloody hell.  It was going to be a long night.

The sun was shining outside the basement window when Spike was awakened by a squeal from the moron.  Spike opened one eye and stared at him.  He was standing next to the pull-out sofa in his white tank top and boxers, his hands held out and his mouth open in an expression of shocked surprise.

"Spike!" he yelped.  "You...you've grown a Willow!"

"Yeah," Spike agreed tiredly, having not gotten very much sleep that night.  Thank hell he'd get to sleep in.  "Why don't you go take your shower and I'll wake her up," Spike suggested.

Xander just stared at him like an idiot.

"Might be less embarrassing for her if there's only one of us here, and since I can't move...," he left the thought hanging.

"Oh, yeah, right," Xander gathered his clothes and headed for the bathroom, taking one last look at Willow before he left.

Spike waited until he heard the shower running before he tried to wake Willow.

"Red," he called to her softly.  "Pet.  Luv."

"Mmm, what?" she said tiredly.

"Time to wake up now, pet," Spike said.

"Spike?" Willow said and he felt her body tense.  Yep, she was awake now.

"Yes, luv," he said.

"Wh-where am I?" she asked without lifting her head, or even opening her eyes.

"Xander's basement," Spike told her.

"Oh, goddess," she groaned, covering her face with her hand.  "How did I get here?"

"Walked, I guess.  Didn't hear a car," Spike replied.

"I'm sorry," she whispered.  "I don't remember...,"

"That's alright, luv," he rubbed her back soothingly as best he could with his upper arms tied.

"Um, where's Xander?" she asked.

"Shower."

"He saw me?"

"Yeah."

"Oh, goddess," she groaned again, as she curled her body up into a little ball, pressing herself against Spike's chest as if she could crawl inside him and disappear.

"Luv," he paused, "sorry, but, I'm gonna have to ask you to get up," he grabbed her hips and tried to lift her.

"Wha...oh, goddess," Willow jumped off of his lap and raced across the room, which wasn't very far.  "Sorry, sorry, sorry!" she hopped around, trying to erase the feel of Spike's...erection...from her body.

"It's alright, pet," Spike drawled.  "Look, untie me, will ya, so I can take the bed?"

Her eyes on the floor, Willow walked back over to him.  She found the knot and untied the rope holding him to the chair.

"Thanks, luv," Spike stood and stretched, then walked over to the pull-out and fell across it, face down.  "Moron'll be out soon," Spike said as he drifted off to sleep, "sure he'll drive ya ta school."

"Right," Willow murmured, staring at Spike's butt as she waited for Xander.

***

Giles was starting to get more worried about Willow's new tendency to sleepwalk since she had walked through the streets of Sunnydale alone after dark.  Anything could have happened to her. Together they reexamined the incidents, which seemed to occur after, or during, a traumatic event, specifically the fight with the demon and then with the Gentlemen.

What he couldn't figure out, is why she sleepwalked to Spike.  When she had fallen asleep at his apartment after the battle with the demon, she had walked to Spike who was then tied up in his bathtub.  When she had fallen asleep in her room after the Gentlemen had visited their humble town, she had walked to Xander's to find him.  In fact, the second time she fell asleep in his apartment, while they were researching the Gentlemen, she had asked where Spike was and had been ready to head out the door to go to him until Giles had managed to stop her.

So, Giles paced, thinking to himself, if someone is sleepwalking during times of stress, where would they go?  To someone, or some place, that makes them feel safe.  Willow was sleepwalking during times of stress...to Spike.  That was just...disturbing on so many levels!  Giles redoubled his efforts to figure out what was going on.  He started with reading everything he could on sleepwalking.

A week passed and Willow did not sleepwalk during that time. Of course, they didn't face any apocalypses either.  The night they fought the Vahrall demons, who were attempting to perform the Sacrifice of Three to open the hellmouth, Giles expected Willow to sleepwalk again.  He warned Buffy to stay with her and to barricade the door so she either couldn't get out or so that Buffy had time to stop her.

To Giles' delight, Willow didn't sleepwalk that night and he hoped that she was getting better.  What he didn't know was that Willow hadn't sleepwalked because she hadn't slept.

***

They'd won.  They'd fought the demons and won, averting yet another apocalypse.  But that wasn't what was keeping her awake.  She couldn't stop replaying everything Spike had said to her and Xander outside the library.  Couldn't even keep dog-boy happy...you can take the loser out of high school...geeks more useless than I am...she'd do just as well without you...better...tenth grade losers...too much of a softy to cut you loose.

She couldn't stop the tears.  She didn't understand what was happening to her, why she had started sleepwalking again.  And to *Spike* of all people.  Giles seemed to think that she was looking for...safety...comfort?

On a good day she couldn't figure out why she'd think, even subconsciously, that Spike would save her or comfort her.   Hello! Bottle-in-face and, oh yeah, the whole trying to bite her in her dorm room thing.

And then there were the bad days, the days when he had to go and say things like that.  Remind her that she was a loser, a geek, couldn't keep a boyfriend.  Somehow, she didn't think she'd have to worry about sleepwalking to Spike again.  She couldn't imagine looking to him for comfort now, if that's what she had been doing.

Willow pulled her pillow to her chest and hugged it tight, watching as the sun lightened the room.

As if things weren't bad enough, two days later she got a telephone call from her parents.  She rarely heard from them and was pleasantly surprised, wondering if they were going to tell her that they'd be returning home soon.  They weren't returning home.  They didn't ask how she was doing or about her classes.

Her mother explained to her that the Dean of Psychology at Harvard was a friend of a friend and was willing to facilitate her transfer to the highly prestigious university as a special favor to her father, and what a great man he was, and what a great honor it was, and how it would improve her father's standing amongst his peers if his only daughter was not attending the University of California at Sunnydale.

Willow tried to explain her reasons for staying in Sunnydale, but her mother wasn't interested in hearing them.  Besides, wanting to learn witchcraft and fighting evil on the hellmouth probably weren't going to be the winning arguments here.  Willow knew that her parents couldn't force her to leave UC Sunnydale for Harvard, she just wished they could be proud of the person she was.

She had always gotten good grades, always been the dutiful daughter, staying out of trouble, well, except for that whole her- mother-wanted-to-burn-her-at-the-stake-for-being-a-witch episode. But her parents rarely seemed to notice she was there until times like this, when her father's reputation was at stake.

Seemed her parents and Spike agreed.  She was useless.

***

That night Willow went to Giles' apartment for research. Xander, Anya and Spike were already there when Willow arrived; Buffy and Riley weren't expected until later.  Willow sat at the table researching and then moved over to the couch.  Because she hadn't slept for the last two nights, she soon fell asleep.

Willow was locked in her bedroom in her parents' house. Suddenly the door was opened and she breathed a sigh of relief, thinking that she would be freed.  Her heart thudded painfully in her chest as her mother just stood there, all apologetic, and allowed the mob of angry parents to take her.  They dragged Willow down to City Hall where she, Buffy and Amy were tied to stakes surrounded by a pile of library books.

The mob filled the room and many of them carried lit torches.  Willow begged her mother not to do this.  She cried for Buffy to wake up and save them, then watched in horror as her mother leaned down and lit the fire.  She screamed and cried and pleaded, but her mother just stood there and watched the flames.

The flames got closer to her and it was so hot.  She felt the flames licking at her flesh and looked around in desperation.  This wasn't right.  Why wasn't anyone there to save them?  Where were Cordy and Giles, Xander and Oz?  Willow screamed as the flames set her clothing on fire.

Giles was the first to notice when Willow started thrashing about on the couch.  He walked over and looked at her, then sat beside her as the flailing continued.  In fact, it intensified.  She mumbled something in her sleep and Giles wondered if he should try to wake her.

"What's going on?" Xander asked, fearfully.

"I believe she's dreaming again," Giles said.

Willow began mewling and then she screamed.

"Bloody wake her up!" Spike, who was standing to the side watching, yelled.

Giles grabbed Willow's arms and held them, wrapped his arms around her and pulled her close.  He whispered words of comfort in her ear, and asked her to wake up.  Willow quieted down, then moaned.

"Willow," Giles whispered, "are you alright?"  Willow started to cry.

"They were burning us...at the stake," she sniffled.  "I couldn't get away.  The fire was so hot.  I was burning," her voice broke.

"It's okay, now," Giles said.  "It's okay.  We got you out. You're okay," he rocked her.

"Is this the same thing that's been happening?" Xander asked.

"I don't know," Giles hated to admit it.

"Why didn't she go to Spike this time?"

"I don't know the answer to that, either.  If my theory is correct and she's looking for a place of safety and comfort, perhaps she no longer feels safe with Spike," he hypothesized.

"Useless," Willow whispered, her voice cracking.

"What's that?" Giles asked.

"I'm useless," she repeated.

"That's ridiculous!" Giles said.  "You are far from useless."

"Sure I am," she told him.  "Just ask Spike.  Or my parents."

"You jerk!" Xander hit Spike's arm.  "It was your fault!"

"What's the matter?" Giles asked, ignoring Xander's outburst as Willow continued to fidget next to him.

"My leg hurts," she said.  "Where I was burned in my dream."

"Ah, some kind of sympathetic pain, perhaps."

"Well, I'm not feeling very sympathetic toward it," she leaned forward and rubbed her leg, then gasped.  She pulled her arms away from Giles and lifted her pant leg.  The skin where the flame had touched her in her dream was red and blistered.

"Oh, goddess.  Ow," she said.

~Part: 4~

Willow huddled on the couch, a pillow in her lap, as Giles cut her pant leg and carefully pulled the material away from her leg.  Xander, Anya and Spike were still gathered around, but Willow was trying to ignore them.

"Ew...yuck," Xander looked like he might faint.  Several of the red, inflamed blisters had broken and were oozing a clear, thick substance.  He stepped back and looked away.

"You know, that reminds me of the time I...," Anya started to say as she pointed at Willow's leg.

"An," Xander grabbed her arm and pulled her away from the couch.

"Oh, Willow," Giles' voice was full of sympathy.  "You really should go to a hospital.  This looks pretty bad.  Burns get infected easily and...,"

"No," Willow said.  "No hospital.  Can you just fix it, Giles, please?  I don't want to go to the hospital.  What am I going to tell them when they ask me what happened?  I was dreaming and I couldn't wake up?  Can you just...please?" she asked him, her big green eyes tearing, partly from the situation and partly from the pain.

"Very well," Giles got up and went to get the first aid kit.

Willow watched Xander and Anya with detachment.  She glanced at Spike.  He was staring at her.  She stared back for one beat, two, then turned her head and closed her eyes.  She leaned her head back against the couch and hugged the pillow to her chest.

She was embarrassed.  She was confused.  Her leg hurt like heck.

"Ngh," her eyes flew open and she moaned, partly from the pain, but mostly from surprise, when Giles gently patted at her leg with a cotton ball, soaked with an antiseptic cleanser.

"Did that hurt?" Giles asked, immediately freezing.

"No, sorry," Willow shook her head.  "Mostly startled me. Wasn't paying attention.  Go ahead," she nodded her head encouragingly, squeezing the pillow so tightly her knuckles turned white.

Willow sensed Spike walking away from her, but refused to let herself look at him.  She heard the front door close.  Taking a deep, fortifying breath, she forced her attention to Giles and watched closely as he finished cleaning her burns and slathered antibacterial ointment on them, leaving them uncovered.

Giles gathered up the used cotton balls and turned to Willow, "I'll bring you some aspirin."  Willow just nodded.

"How do you feel?" Xander sat on the coffee table near her.

"Confused," she said.  "A little frightened.  What's going on?" she asked, nervously playing with the silver ring on her thumb.

"I don't know," Xander took her hand.

"Make any enemies recently?" Anya asked.  "What?" she said when they both just looked at her.  "I'm just saying, this would have been a great vengeance wish."

"I'm sure no one made a vengeance wish regarding Willow, Anya," Giles said as he sat down on the couch next to the redhead.  "Here," he handed the aspirin to her.  Willow popped them in her mouth and accepted the glass of water he held out to her, taking a sip.

"You know," Xander said thoughtfully, "Anya could be right. The dreams and the sleepwalking are bad enough," he continued, "but making you need to go to Spike...now *that's* inspired vengeance!" he grinned at her.

Willow looked at him through her lashes, "Very funny, Xander."  Giles took the glass from her and set it on the coffee table.

"I'd like you to stay here tonight, Willow," Giles said.  "I'd like to keep an eye on that burn and I'd feel better knowing you had someone to wake you if you begin to dream again."

"I don't want to be a bother...," Willow began.

"Rubbish!" Giles interrupted her.

"D-do you really think I'll dream again?" she whispered, fingers plucking at the pillow.

"I really don't know," Giles lay his hand over hers.  "Do you know what triggered this dream?" he asked.

Willow grimaced, "I think so."

"Can you tell me?" he gently pushed.

"I spoke to my parents this afternoon," she said, staring at the pillow.  "They want me to transfer to Harvard.  To help my father's professional reputation and standing.  More prestigious than UC Sunnydale."

"I'm sorry, Willow," Giles said, squeezing her hand.

"Why can't they accept me the way I am?" she asked sadly.

"I don't know," Giles shook his head in disgust.  "But you think that conversation triggered this memory, hence the dream?"

"It made me think about why I chose to stay here in the first place," Willow replied.  "Wanting to help you and Buffy fight evil, and becoming a, a bad ass Wicca," she tried to smile.  "Though, telling my mother that her Jewish daughter was studying witchcraft wouldn't be the winning argument.  I guess it just made me remember that...other time."

"Willow, can you tell me what Spike said?"

Unbidden tears pricked her eyes.  She closed her eyes and shook her head.

"He said," Xander began, his voice low, "he said we were still losers, and useless to Buffy."

"And you believed him?" Giles asked incredulously.  "You're both smarter than that!  You know Spike uses words as a weapon. Especially now.  But you should also know that you, *both* of you, are indispensable to Buffy and me.  Not only because of your assistance to our...cause, but because of your friendship.  Don't *ever* doubt that," he squeezed Willow's hand.  "Yes," he said, looking over at the bouncing ex-demon, "you, too, Anya."

"Thanks!" she smiled happily.

"Willow," he said seriously as he turned back to the tearful redhead, "please know that if you ever need to go to anyone, in a situation like this," he made a small motion with his hand, "or any other, you can come to me," he gently lay his hand on her head.

"Thank you, Giles," she leaned into him and he put both arms around her and hugged her.

***

Spike was leaning against the Watcher's apartment next to the front door, his head tipped back, resting on the cool stone, his knee bent and the sole of one booted foot flat against the wall.  He took a deep drag off of the cigarette he held between his fingers, then blew it out.

He *hated* these people.  He bloody well *did*!  Then why did he feel so guilty because Willow had been hurt?

Watching her thrash about on the couch, and then hearing her scream...Bugger!  He was the big bad!  He *made* people scream.  But this...this had unnerved him.  And then, when he realized that she'd actually been burned, just like in her dream...

He couldn't stand the fear and confusion in her eyes, the pain she radiated.  Because of him.  Because she felt she couldn't come to him.  She'd had a nightmare she couldn't escape from...because she had nowhere to go.

He heard her voice as she asked Xander what was happening and the demon girl's suggestion that it could be a vengeance wish.  Spike growled as the whelp joked that making Willow need to go to Spike would be an inspired vengeance wish.  Moron.

He crushed his cigarette out and lit another.  He listened as the Watcher told Willow that he'd like her to spend the night on his couch, then tensed when Willow began to tell them what might have triggered the dream.  Her parents?  Her bloody *parents*?  He wondered what had happened that `other time' Willow mentioned.

He tensed again when he heard the Watcher ask what he had said to Willow that made her not want to come to him, no matter how much she needed to.  He couldn't even remember himself.  He listened intently as the moron spoke.  `Loser.'  `Useless to Buffy.'  Yeah, he might've said something like that.

He said stuff like that all the time.  Soddin' chip kept him from hurting humans any other way.  Watcher was right.  Words were his weapon.  But why had he felt the need to hurt Willow?  Because *he* felt useless, and she was being nice to him, and he'd just wanted to stake himself that night.

Ah, Watcher just told her that she could go to him.  That was good right?  She felt safe with the Watcher.  He closed his eyes as he remembered the feel of her warm, soft body snuggled up against him.  Yep, this was best, he thought as he angrily crushed the cigarette out.  He stormed away from the apartment; he needed a spot of violence.

***

Spike showed up at the Watcher's apartment a week later.  His presence had been requested for any information he had on a demon that the Slayer had run across.  He was dreading the command performance, and if there wasn't his need for blood and smokes, he wouldn't have come.

He hadn't been sleeping well.  The only thing that calmed him down, unsurprisingly, was a nice spot of violence, so he had spent a lot of time killing demons.  But he still hadn't been able to sleep. He'd toss and turn, then dream of a warm, soft body snuggled up against him and wake in a cold sweat.  Other times he dreamt that she was running and running with nowhere to go.

Soddin' poof is what he'd become.  Caring what happened to a human.  Bloody hell, wasn't natural!  He dropped his cigarette and crushed it out under his boot, then opened the door without knocking and walked in.  Willow was sitting alone at the table, but he could hear the Watcher puttering about in the kitchen.

Willow looked up when Spike opened the door and walked in, blushed, then hurriedly looked away.  She hadn't seen him in over a week.  Not since the night she'd gotten burned in her dream.  She hadn't spent a single night alone since then, with either Buffy, Giles or Xander and Anya there to watch over her.  She also hadn't had any dreams since then, thank the goddess, but still, she hadn't been getting much sleep.  Too afraid to close her eyes for long.

Spike saw the blush spread across Willow's abnormally pale skin, and then noticed the dark circles under her eyes.  He wondered if she'd had trouble sleeping, too.  Silly chit was probably making herself stay awake so she wouldn't dream.  He fidgeted in indecision for a second, then spoke.

"Can we talk?" he asked.  Willow's head jerked up.

"Me?" she pointed to herself.

"Yes, bloody you!" Spike growled softly.  This was bleedin' hard enough...oh, no!  That better not be tears...sod all, it was!  "Aw, Red, don't cry," he pleaded, running his hand through his hair nervously.

Willow tried unsuccessfully to blink back the tears before they fell.  She hated this.  It wasn't Spike.  It wasn't.  She was just...tired.  She was so darn tired.  She wanted just one good night's sleep. Goddess, please, just one.  She wiped the tears off of her face, wishing she could crawl under the table.

"What do you want, Spike?" she asked sadly.

"Can we talk?  Please?" he added.

"Talk," she said.

"Uh, outside," Spike said.  No way he was gonna...apologize...bloody, soddin', wankin' ponce...in front of the Watcher.  "Please," he gritted his teeth.

"Fine," Willow pushed her chair back.  Spike pulled the door open and held it for her, then followed her out into the courtyard.

"What do you want?" she turned to face him, her arms crossed over her chest, her eyes locked on his chin.

"I want...," he paused and tilted his head.  "Could you look at me?"  With a deep sigh, Willow raised her eyes to his.  Better, although, maybe not.  Willow's eyes were like deep, green pools that he found himself drowning in.  He shook his head to clear it of whatever spell he was under and tried to start again.

"I wanna...apologize," he muttered, his voice going so low even he could barely hear it.

"What?" she asked.

"Bloody hell!  I wanna apologize!" he practically yelled. Willow stood in shocked silence.

"Why?" she asked.

"What do you mean, why?"

"Why do you want to apologize?  I mean, you enjoyed hurting me, right?" the tears were back and her voice cracked.. "Made you feel real good to make me feel bad.  So why apologize?"

"You got hurt...," he started.

"So, you're just feeling guilty `cause of a little burn? Well, don't!"  She was angry.  Angry because she was dreaming.  Angry because she went to him in the first place.  Angry because she was tired.  Angry because she was afraid to fall asleep.  Angry because she didn't know what was going on, and that scared her.

"`Cause you're only going to be sorry until the next time you need to hurt me to make yourself feel good!" she moved to walk around him and he grabbed her arm to stop her.

"Red, wait...,"

"Let me go!" she pulled on her arm.  Spike tightened his grip just enough to keep her from leaving, but it was enough to hurt her.

"Ow!  Bloody fucking hell!" he dropped to the ground and grabbed his head.  Soddin' chip!

Willow started to walk away.  Served him right, stupid vampire.  But she hesitated and heard him whisper, "Bloody *didn't* make me feel good."

She should keep walking, she told herself.  Instead, she turned around to see him looking up at her from his knees, the heel of his hand pressed against his forehead.  She felt her heart soften.  Stupid vampire, ha!  Stupid Willow.  She walked back until she was standing directly in front of him.

"You're a jerk, Spike," she said, looking into his blue eyes with teary green ones as she reached out and cradled his head in her hands, her fingers gently massaging him.

"Cor, luv," he groaned.

"Am I hurting you?" Willow's fingers froze, the irony of that question not lost on her.

"Don't stop!" he grabbed her hip and let his forehead fall against her stomach as she rubbed his aching head.

After a moment of silence, Spike spoke.  "Didn't feel good seeing you hurting," he said.  "Actually," he was glad he didn't have to look at her, "felt bloody awful.  And then you had the dream, and you didn't come to me, not that I wanted you to," he denied, "except you were warm and all, and then you, you got hurt," he reached down and lightly touched her calf, careful not to touch the healing burn.

They were both silent.

"I told my friend Tara what happened," Willow spoke softly, "she's a witch, too, and she thinks I burned myself with my own magic," Willow snorted.  "How stupid is that?  I suck at magic. I can't do anything right.  I even hurt myself in my sleep."

Spike tipped his head back and looked up at her.  "You're not stupid, luv," he said.  "Well, `cept when you listen to me.  Not now," he clarified, "meant the other time."  Willow nodded in understanding.  Spike rose gracefully to his feet and held her by the elbows.

"And you don't suck, you just need practice.  And there's lots of stuff you do right!"

"Like what?" she asked.

"Well," he thought, "that pencil trick's pretty neat!" Despite herself, Willow felt her lips twitch.

"I made you kiss Buffy."

"Yeah, well, okay, that sucked," he agreed and Willow rewarded him with a slight smile.  "Don't do that again, okay?"

"I won't," she shook her head.

"Right.  Come here," he led her over to the fountain and sat down, pulling her down next to him.  "Can I ask you something?"

"I guess," Willow squirmed under his intense gaze.

"What did you dream about?" he leaned forward so he could see her face.

"You mean, when I burned myself?" she asked.  Spike nodded.  "They were burning me at the stake.  Me, Buffy and Amy."

"Who?  Who was burning you?"

"Our parents," her voice cracked.

"It was just a dream, though, right?" Spike asked.  "Red?" he prodded when she didn't answer.

"No.  Really happened."

"What?!  Why?  When?  How?" he was shocked.  Her parents had actually tried to burn her at the stake?  The dream, nightmare, had really happened?

"Last year.  Demon, looked like two cute little kids, sort of possessed everybody, they felt really bad when it was all over, though," she nodded her head.

"I'll bet," Spike still couldn't believe it.  "What happened?  I mean, last year?  I mean, you're here an' all," he pointed at her.

"Giles revealed the demon and the spell was broken.  Cordy put out the fire just as it got to me.  Xander and Oz fell out of the ceiling after it was all over," she smiled at that memory.

"But in the dream?"

"Nobody showed up.  The fire...Tara thinks my magic went all..,"

"Wonky?" Spike supplied.

"Yeah, uh, wonky, because I couldn't get out of the dream.  I couldn't wake up, nobody was coming to save us, and I couldn't...," she paused.

"You didn't have anywhere to go."

"Yeah.  So I made it real.  I don't know why that's happening," she ran her finger over the ring in a nervous gesture that had become habit by now.  "I know it's probably really...annoying."

"Actually, not so bad," Spike had his elbows on his thighs and was looking down at the stones of the courtyard.

"Really?" Willow asked.

"Really," Spike turned his head to look at her.

"`Cause I'm warm?" Willow asked, her lips curling.  Spike just raised his eyebrows and Willow blushed.  "Oh, about that," she said, her eyes going wide as she remembered that morning at Xander's, "uh, well, sorry about that."

"Giles is gonna figure it out," she said after a couple of minutes, hoping she sounded more confident than she felt.

"Right," Spike agreed, even as he wondered if he wanted him to.

~Part: 5~

Buffy and Riley showed up at Giles' apartment while Willow and Spike were talking.  After some harsh words were exchanged between Buffy and Spike, making for an uncomfortable and tense situation, that is, the norm, the four of them entered the apartment together.  They all settled in at the table and Giles had Buffy describe the demon she and Riley had run across the night before to Spike.

Though he didn't know how to kill it, Spike was familiar with the demon.  He was able to give them enough information so Willow and Giles could research it and determine the best way for Buffy and Riley to slay it.

After Buffy and Riley left to patrol, and see if they could find the demon and kill it, Spike offered to walk Willow home.

"Y-you don't have to do that," Willow replied nervously.  She was feeling a little bit embarrassed about the talk she and Spike had earlier.  She'd yelled at him, then massaged his head when the chip fired, and told him things about herself she never would have thought she'd reveal.  Goddess, she'd even cried in front of him.

"Know that, witch.  Offered, didn't I?" Spike raised an eyebrow as he slipped into his duster.

"Uh, yeah," she responded.  "Um, okay," she said with a look toward Giles from beneath her lashes.  "Do you need me for anything else, Giles?"

"Hmm, what?" he looked up from the book he was avidly examining.  "Sorry," he took his glasses off.

"That's okay," Willow smiled at him.  "Spike's gonna walk me home if you don't need me anymore," she felt herself blushing as she spoke.

"Oh," he looked over at Spike, who stared back at him blankly, then back at Willow.  "No, no, we're finished here, if you're sure...?"

"No problem, Watcher," Spike purposely misunderstood to whom he was directing the question, then turned toward Willow and waited patiently, well, alright, impatiently, for her to pack her book bag and get her jacket on.

The walk to the dorm was made in silence.  Partly uncomfortable, because Willow had no idea what to say to Spike, and partly comfortable, because he didn't make her feel like she had to say anything.  When they were standing at the bottom of the steps, Willow turned to look at him.

"Uh, thanks," she said.

"No problem," he took a drag off of the ever-present cigarette, looking at her from under his lashes.

"Well, I'd better go in," she waved her hand toward the door, making no move to leave.

"Yeah," Spike said.  "I ain't staying with the moron any more," he suddenly blurted out.

"Yeah!" Willow looked up at him as if this were the most interesting thing in the world, "Xander mentioned that you moved out.  Uh, where'd you go?"

"Crypt," he answered shortly.

"Crypt?" she replied.

"Yeah, you know, place in the cemetery?  Crypt?"

"I know what a crypt *is*," she told him with a `duh' look, "just wondered why you were living in one."

"No money, uh, besides," he recovered, didn't want her pitying him, "like the quiet."

"Uh huh," she said.  "Um, how do you keep your blood cold?"

"Keep it in one of those styrofoam things," he took another drag, then dropped the cigarette to the sidewalk and crushed it beneath his boot.

"Oh, like a cooler," Willow said.

"Right," he looked at her and she looked at him.

"I should get inside...,"

"Well, I gotta get going...,"

"Uh, goodnight, Spike."

"`Night, Red."

***

Willow began sleeping soundly through the night after her talk with Spike.  She was no longer afraid to fall asleep.  It had been two weeks and she hadn't had another dream, thank the goddess. Until tonight, that is.

Willow lay on her bed, a pillow hugged to her chest, her mind buzzing.  Oz was back.  He'd shown up at Giles' that night while they were researching.  Everyone had been happy to see him, especially her.  After making polite conversation with the gang, he'd asked if they could talk and she'd agreed.

They went to the Espresso Pump and had mochachinos.  Oz told her about where he'd been, the things he'd seen...and what he'd learned about controlling the wolf.  In return, her fingers nervously playing with the ring, she told him everything that had been happening in Sunnydale since he left.  Her classes, the demons they'd fought, the Initiative, but something made her leave out her dreams and the sleepwalking.

She had been so excited and happy to see him, she couldn't stop smiling.  Then it happened.  The thing that she had hoped and prayed would happen since the day he left.  He said he missed her, that he loved her and wanted another chance.  She opened her mouth to tell him `yes, absolutely, no question', and heard herself say `no'.

They both looked at each other in shock.  Oz had been so sure she'd take him back.  And so had she.  Oz coming back to her was all she thought about.  She couldn't believe she just told him `no'.

"I-I...," Willow began, not really knowing what to say.  "I do love you, Oz, I-I care about you deeply, but...I don't trust you anymore.  You, you hurt me," she tore off a corner of the napkin and rolled it between her fingers.  "You cheated on me, and you left me. You never called.  I mean, I know you had to leave...for you, and I'm glad that worked out.  But I was miserable, and I can't just pretend that none of that ever happened," Willow babbled as she tore the napkin into confetti.  "If you stay in Sunnydale, I'd like us to be friends...and maybe more.  But not right now," she finished, looking at him hopefully.  And he hadn't disappointed her.

"You're right," he'd calmly replied.  "It's hard for me to actually say that, `cause I pictured the whole reunion thing with `open arms' and lots of kissing," his tone was even, not reflecting any of his inner turmoil.  "But I realize that I've had a lot of time to think things through, and it wouldn't be fair of me not to give you that same consideration."

They had smiled at each other.  Smiles both happy and sad at the same time.  Oz had walked her to her dorm and left, promising to see her the next day.  Willow watched him from the top of the steps until he disappeared into the darkness, then went up to her room. She'd gotten ready for bed in a daze and now lay on the bed, thinking.  She closed her eyes.

She wondered why she couldn't put it all behind her.  She loved Oz, probably always would.  He was her first love, except for that crush on Xander.  But, in her heart of hearts she  believed he would always seek out one of his own kind.  Another werewolf.  And she just couldn't go through that again. Willow jerked awake when she heard the howling of the wolf. She looked out the window and saw the full moon, then heard the familiar howl again.  She stood, walked to the window, and looked out.  A white wolf, no, werewolf, was pacing the ground beneath her window, stopping every once in a while to howl it's anger at the moon.

As Willow stood there, it looked up and saw her.  Willow saw the hate-filled yellow eyes and gasped.  The werewolf backed up, it's eyes locked on Willow's.  It got a running start and leapt.  Willow screamed when she realized that the wolf was going to smash through the window.  She backed up until she ran into the door.

Without looking, she reached behind her, turned the knob, and pulled the door open.  Willow heard the sound of breaking glass and the growling of the werewolf as she sprinted down the hall.  She wasn't sure how she knew who it was, but she did.  Veruca.  And she still wanted to kill her.  Or, would that be, again?  She had to get away from her.  She needed to find someone who could save her.

***

Spike was wandering through the cemetery on his way back to his crypt.  He had a cigarette in one hand and an axe he'd knicked from the Watcher in the other.  It was a handy little weapon and, although he didn't need a weapon to kill other demons, it just made him feel all manly, he smirked to himself.  He suddenly stopped walking, tilted his head and sniffed the air.

Fear, he grinned.  Cor, how he loved that smell.  And missed it, he kicked the ground, his grin suddenly dissolving.  He started walking toward the strong scent, deciding to go see who had gotten lucky.  He moved closer and closer to the scent, surprised that he didn't hear any screaming accompanying the fear.  Screams were nice, too.

And then he saw her.  Willow was running through the cemetery like all the hounds of hell were on her trail.  As she got closer, he could hear the mewling coming from deep in her throat and see the terror in her eyes.  He knew the moment she caught sight of him, her direction changing just enough to bring her straight at him.

"Spike!" she screamed, and it would have been lovely, if it hadn't been Willow.  He was a right ponce, just like his wanker of a sire.  He wasn't sure when, or how, but the little witch had gotten under his skin and he couldn't bear the thought of anyone hurting her.  Even him.

He looked behind her, just to make sure there wasn't anything there, then dropped the axe and braced himself, just in time to catch her as she flung herself into his arms.

"She's coming, she's coming, she's coming," Willow was mumbling to herself, over and over.  Spike thanked hell that he didn't have to breathe when Willow buried her face in his neck, wrapping her arms around his neck and her legs around his waist, holding on tight with a grip he wouldn't have thought possible in the small girl.  He wrapped his arms around her back and held her close.

"Who's coming?" he asked, though it came out kind of strangled.

"Veruca, wolf-Veruca.  She's going to kill me.  Again," Willow said breathlessly against his neck, squeezing him tighter, if that was at all possible.

"Isn't she dead, luv?" Spike asked.  Willow tensed.

"Dead things can kill you," she whispered hoarsely.  Well, Spike couldn't dispute that, so he decided to try and find out what had happened to make her dream.  He wasn't sure if she was still caught up in the dream or if she had woken.

"What happened, pet?" he asked softly, stepping over to a headstone and leaning against it.

"Oz," she whispered.  "Oz came back.  He wanted to get back together.  But she still wants him.  She's angry," Spike felt her shift around and knew that if she could, she would have buried herself inside him, so fearful was she.

"Ah," he said gently, his hands rubbing her back, trying to calm her.  "You and the wolf got back together, then."  For some reason, that thought made him a little sad.  She wouldn't need him anymore.  And he should be glad of that.  He didn't need to be a soddin' babysitter!

"No," Willow said.  "I said `no', but she still wants to kill me," he could feel her heart pounding against his chest.

He knew he should probably concentrate on her fear of being killed, but he was so shocked by what she said, that she had turned the wolf down, that he couldn't think of anything else.  And he didn't want to think about why that made him happy.

"Uh, why'd you say `no', pet?" he asked curiously.

"L-lots of reasons," she said.  "Y-you won't let her kill me, will you?" she released her grip enough to lean back and look at him.

"`Course not, luv," he assured her, one hand moving up to her neck to steady her as she leaned back.

"Thank you, Spike," she smiled at him in relief.  Bloody hell, she was beautiful when she smiled like that.  "Thank you," she whispered and then she was kissing him, her closed lips pressed to his.

What the fuck?  And then her lips weren't closed anymore. She parted her lips and ran her tongue over his.  He opened his mouth to ask her what she was doing and she took advantage, slipping her tongue between his lips to caress his mouth.  Her hands moved up his neck and into his hair, holding him as she kissed him.

Her kiss was gentle as she explored his mouth, her tongue running over his teeth, touching his cheeks and the roof of his mouth before tangling with his.  Spike was shocked.  Shocked that she was kissing him.  Even more shocked that he wanted to kiss her back.  But that didn't last long, he was a vampire, after all.

He tightened his grip on her neck, tilted his head and kissed her back more deeply, delving into her mouth, to explore, taste, claim.  Willow responded to his touch by becoming more forceful herself, kissing him with a wild abandon he'd never imagined possible in the shy little witch.  Her hands tightened in his hair as her legs tightened around his waist, her tongue dancing with his as she pressed herself against him.

Spike moaned into her mouth and placed his hand on her ass, lifting her and rubbing her against him as he took her mouth. Suddenly she stopped kissing him.  Spike froze, expecting her to get all weepy, or yell at him, but nothing.  He pulled back in confusion and her head lolled forward, resting on his shoulder.

"Bloody hell," he groaned as he realized she'd fallen asleep.  "Bloody fuck!" he hissed in frustration, his cock throbbing, as he kicked his foot backward, barely catching himself and his precious armful from falling to the ground as the headstone crumpled beneath him.

~Part: 6~

Willow woke slowly.  She was so cold.  And her hip was killing her.  Her bed felt like it had turned into a slab of concrete overnight.  Darn college beds!  She tried to stretch, then noticed that she was pressed up against something cool.

She froze, slowly opening her eyes.  Everything was black. She gave her eyes a moment to focus, her brow furrowing in concentration until her mind was able to comprehend what she was seeing.  A black t-shirt.  Without moving her head, she raised her eyes until they encountered pale white skin and shockingly blond hair.

"Eep!" she squealed and pushed at Spike as she realized that she wasn't hugging her pillow like she'd thought.

"Bloody hell!" Spike cried as he tumbled off the edge of the tomb and landed on the hard dirt floor.  Willow pulled herself to the edge and carefully peered over to see an irate vampire staring back at her.

"Uh, sorry, Spike," she made a little face.

"Right," he said as he gracefully rose to his feet.  "So, that's the thanks a bloke gets," he grumbled as he wiped the dirt off of his back and butt.

"Sleep well?" he asked, running his fingers through his hair as he walked over to the cooler that held his blood.  He took a packet out, morphed and pierced it with his fang, drank it down, and tossed the empty bag on the ground next to the cooler.

Willow sat up and turned to follow his progress across the crypt.  She watched him in fascination as he drank the blood and it wasn't until he was walking back toward the tomb with a raised eyebrow that she realized she hadn't answered his question.

"Uh, yeah, I guess," she looked around the crypt.  "How'd I get here?"

"Carried you," Spike said.  "After you jumped in my arms," he told her as he sat on the tomb next to her.

"I did not!" she said in disbelief.  Spike just raised his eyebrows and shrugged.  "I did?" she asked.

"You were making a mad dash through the cemetery," he told her.  "Do you remember the dream?"

Willow just shook her head, her fingers playing with the seam of her pajama bottoms.  At least she was better dressed for a run through Sunnydale at night in her green and blue flannel lounge pants and a long-sleeved blue t-shirt.

"You said something about the bitch," Spike said as he lit a cigarette.

Willow looked at him sternly, "It's not nice to call Buffy names, Spike."

Spike cocked an eyebrow at her, "Not that bitch, luv, the other one."

Willow looked at him in confusion.

"The she-wolf," he clarified.

"Oh," Willow's eyes went wide.  "V-Veruca," her fingers shook.

"Remember it now?" he asked and she nodded.  "Wanna tell me about it?"  Willow didn't respond.  "Might help," he added.

Haltingly, Willow told him about the dream.

"You told me the wolf was back," Spike said when she had finished.

"I did?" she asked.

"Yep.  Also told me you didn't take him back," he drew on the cigarette, his head tilted to the side as he carefully watched her.

"What time is it?" she changed the subject.  Spike closed his eyes and concentrated.

"Sun's been up for about three hours," he told her.

"Crap!" she slid off of the tomb.  "I've got a nine o'clock class."  Her feet hit the cool dirt of the crypt floor and she looked down at her bare feet.

"Oh, goddess," she groaned as she ran her fingers through her tangled hair.  "I can't believe I have to walk back looking like this.  Again," she sighed.

"You could always call a cab," Spike said and Willow automatically looked up in excitement before she realized that he was joking.

"Very funny," she muttered as she shuffled toward the door.

"Wait," Spike climbed off of the tomb and picked his duster up off of the floor where Willow must have thrown it off in the night.  "Wear this," he walked over to Willow and held it out.

"I-I can't take that," Willow breathed.

"Why not?" he growled.

"`C-cause it's your favorite thing!  What if I get it dirty, or rip it, or, or lose it?" she swallowed hard.

"Then I'll kill ya," Spike said straight-faced and Willow's lips twitched.

"Well, if you're sure," she said sarcastically as Spike helped her slip the jacket on.  He stood back and looked at her.  The duster came down to her ankles and the sleeves hung down past her hands.  She looked like a little girl playing dress up.  Willow looked down at herself as she held the jacket closed across her middle.

"So, you think this'll be less conspicuous?" she asked.

***

Willow arrived back at her dorm room to find the door unlocked.  She thanked the goddess for her good luck as she pushed it open, not wanting to have to explain her current condition to the floor RA.  She only hoped that nothing was missing.

She stepped into the room to see Buffy pacing as she spoke on the telephone.  Buffy looked up at her, a relieved expression on her face as the phone in her hand was forgotten.

"Where in hell have...you...been?" her voice trailed off as she took in Willow's appearance, noticing the duster and her bare feet.

Buffy lifted the forgotten phone to her face and spoke, "She's here now, Xander, we'll talk to you later."  She pressed the `off' button and tossed it on her bed.

"Are you alright?" she asked as she put her hands on Willow's shoulders, then pulled her into a desperate hug.  "God, Will, I was so worried when I got here and you were missing!"

"I'm fine, Buffy," Willow assured her friend as she hugged her back.

"You had another dream," Buffy said sadly.  "I thought we were all good with that."

"Me, too," Willow gave a little smile.

"What happened?" Buffy pulled her to her bed and they both sat down.

Willow told Buffy about her talk with Oz, her refusal to take him back, and her dream about Veruca.

"And then I woke up in Spike's crypt this morning," she finished.

"Do you know how you got there?" Buffy asked, worried that Willow had been sleepwalking at night again.

"Spike said he found me running through the cemetery," Willow explained, leaving out the part where he said she jumped into his arms.

By the time they were done talking, Willow barely had time to run to the bathroom to splash her face, brush her teeth and wash the dirt and grass stains off of her feet, then back to the room to brush her hair and get dressed, before racing off to class.

***

Buffy, full of guilt and still worried about her, met Willow in their dorm room that evening and they walked over to Giles' apartment together.

"Giles!" Buffy called as they walked into the apartment without knocking.

"No need to yell," Giles appeared out of the hallway with a cup of tea in his hand, "I'm right here."

"We really need to figure this thing out, Giles," Buffy said, determinedly.

"Hi, Giles," Willow said as she lay Spike's jacket on the table so she could remove her own.

"Hello, Willow," he greeted her.  "Hello, Buffy."

"Hello, Giles," she rolled her eyes.  "We have to figure this thing out," she repeated.

"What thing?" he asked as he calmly took a sip of tea, used to Buffy's overreacting.

"Willow sleepwalked again!" she said.

"You did?" Giles looked at the redhead and she nodded.  "Blast!  I was hoping you weren't going to do that anymore, it's been almost three weeks since the last time.  Where did you go?" he asked, dreading the answer.  In reply she held up Spike's duster, then walked over and hung it up on the coat rack.

"Spike's duster?" he asked.

"Uh huh," Willow said.

"You went to Spike?" he asked.  Willow nodded.  "At night?" Nod.  "Oh, dear lord, through the cemetery?"  Willow nodded again. Giles walked over to the table, pulled out one of the chairs, and dropped heavily into it.

"Can you tell me what happened?" he asked, as he removed his glasses and pinched the bridge of his nose.  Both girls joined him at the table and Willow told him the same thing she'd told Buffy, nervously twisting her ring as she spoke.

The three of them sat in silence after Willow finished her story.  Giles thinking, Buffy and Willow watching him think.  The door opened and Xander and Anya entered.

"Hey, G-man, Wills, and the Buffster, what's up?" Xander asked lightly.  "What's up?" he asked again when no one answered him.  "Okay," he lost his jocularity, "what is up?"

"Willow sleepwalked again last night, to Spike, after dark, in the cemetery," Giles replied.

"Has somebody been playing `Clue' by himself again?" Xander asked.

A knock sounded at the door.  "Oh, goodness," Giles said, "someone actually knocked."

"Probably a demon," Anya said as she sat at the table.

"Let's see, shall we?" Xander pulled the door open and Oz stepped into the apartment.

"Hey," Oz greeted everyone laconically.

"See," Anya said.

"Hey, Oz!" Xander slapped him on the back.  "Good to see ya, uh, again."

"Hi, Oz," Willow stood to give him a welcoming hug.

   "Willow," he gave her a kiss on the cheek, noticing that she smelled different today.

"Hey, Oz," Buffy greeted him a bit self-consciously, trying to hide the fact that she knew he'd asked Willow to take him back and she'd said `no'.

"Hello, Oz.  Can I get you, any of you, something to drink?" Giles stood and headed for the kitchen where he could find comfort in the familiar ritual of making tea.

"Hi, again," Anya gave a little wave.

"Hey," Oz said again, taciturnly.

"I'll have a bottle of water," Willow said.  "Anyone else want anything while I'm there?"

"I'll have a soda," Buffy said.

"An, you want anything?" Xander asked.

"I'll have a water, too," she told him.

"I'll get it," Oz told Willow.  He and Xander walked to the kitchen.  They came back with the drinks and handed them out, then everyone stood in an awkward silence.

"Why don't we sit down in the living room?" Willow suggested.

"Good idea!" Buffy hurriedly agreed.

As everyone was heading toward the living room, the door opened and Spike strode into the apartment.

"Hey, Watcher!" he called as everyone turned to look at him.  "Well, looks like the gang's all here," he mocked.  "Even the wolf," he noted.

"Spike!" Oz said. "What's Spike doing here?"

"Uh, Spike helps us," Giles said as he came up behind Oz from the kitchen.  "It's a long story."

But Oz was no longer paying attention.  He recognized Spike's scent, because it was all over Willow.  He felt himself fill with rage.  She'd lied to him, with all her talk about trusting him, she was sleeping with someone else.  A vampire.  Spike!

"Is he the reason you didn't want to take me back?" he growled at her.

~Part: 7~

"What?" Willow asked, her brow furrowed in confusion.

"What?!" Xander yelped.

"What are you talking about?" Giles asked.

"That's ridiculous!" Buffy added.

"He is hot," Anya mentioned.

"An!"

Oz ignored everyone else as he concentrated on Willow and the new scent she carried.

"Is *he*...the reason...you...didn't...want...to...take...me...back?" he spoke slowly, deliberately, as he pointed at Spike.

"No!" Willow cried, a confusing image of her kissing Spike rising unbidden in her mind.

"You gave me this song and dance about not being able to trust me, when the truth is you're sleeping with someone else!" Oz accused.

Buffy watched in wide-eyed wonder as Oz charged Willow with sleeping with Spike.  She'd have laughed if she didn't realize just how serious Oz was about his accusation.  Her knowledge of his and Willow's conversation of the evening before colored her view.  Was he jealous?  Oz?  He was normally so...reserved.  She couldn't believe the number of words he was stringing together here!

"No!" Willow denied, shaking her head.  "Why would you think that?"

"I can smell him all over you!" Oz angrily crushed the water bottle he held in his hand, squirting water all over.  "You were so convincing, with the `you cheated on me and I need time' crap," he advanced on her as he began to change.

Okay, Buffy, thought, not so funny now.  She took a step forward, but Spike beat her to Willow.

Spike, who had been amused when the wolf first thought he and the witch were shagging, stupid git deserved it for leaving her in the first place, took a quick step toward Willow, grabbed her and pushed her behind him, when he saw the wolf begin his change.  He growled at the younger boy, creating a standoff.

"Oz," Buffy spoke calmly as she stepped forward, her muscles bunched in readiness.  She didn't know what she'd be able to do if he completed the change.  She hoped Giles could get to the tranquilizer gun.

"Whoa, Oz man!" Xander broke the tense silence that descended on the room.  "What in hell do you think you're doing?" he stood with his hands spread in question.

"She's sleeping with Spike!" Oz yelled.

"She is not!" Buffy replied.

"This has really gone far enough," Giles added, Ripperishly.

Willow swayed and automatically reached out to grab Spike's shirt with shaking hands.  Spike could hear her heart racing and reached one hand behind himself to help steady her.

"So what if she is?" Spike couldn't help himself as he smirked at the wolf.  "You left her.  You have no claim on her."  Oz made a move toward him and Spike hoped the boy was wolf enough to be able to fight him without the chip going off.

"Stop it!" Willow pushed Spike's hand away from her and moved around him.  "Just stop it, the both of you!  There is nothing going on between Spike and me!" she insisted.  "And you," she slapped at Spike, "stop teasing him."

"How can you say that?" Spike pouted.  "You spent the night in my crypt."

"Spike!" Willow turned on him in frustration, almost smiling at the fake-pout.  He was having way too much fun, she decided.  "The last time you were in my bed, you couldn't perform, remember?" she asked.

Oz growled behind her.

"Hey!" Spike yelled, shaking his finger at her, his eyes wide, remembering exactly the night she was talking about.  "That's not funny."

"Neither is this.  Now shut up."

Spike huffed.

Willow turned to Oz, who had managed to revert back to his human form.

"I am *not* sleeping with Spike.  There is a perfectly logical explanation for why you smell his scent on me," she paused.  "Well, okay, maybe not logical, but reasonable, for the hellmouth, anyway.  If you'd like to hear it, we'll explain," she finished, crossing her arms over her chest.

"We?" he asked.

"We," she indicated the room.  "My problems are always common knowledge," she rolled her eyes.

"Alright," Oz calmly agreed.

Willow led everyone back to their seats around the table and asked Giles to tell Oz what had been happening.  She anxiously twirled the ring around her thumb as Giles spoke.  When he was finished she looked over at Oz to see what his reaction was.

"So," he said equably, back in control again, "you've started sleepwalking and you don't know what's causing it, but you go to Spike each time.  That about sum it up?"  Willow nodded.  "What are you all doing about it?" he looked around the table.

Giles told him about the research he was doing and what they had done previously during times of stress to make sure that Willow didn't sleepwalk, namely having someone stay with her at night.

"Times of stress," Oz said slowly.  "What was it this time?" he asked Willow.

"Uh, I, um...,"

"She dreamt about the bitch," Spike spoke up, partly to help Willow out, partly to make the wolf as uncomfortable as possible.

"He's not talking about *me*!" Buffy cried when everyone except Spike and Willow turned to look at her.  Spike smirked.

"Who...?" Xander asked.

"Veruca," Willow spoke sofly.  Oz remained silent.

"Ah, yes, well," Giles said, trying to regain control of the conversation.  "We may have to take more drastic measures now.  I mean, it's too unsettling to keep moving Willow around, never knowing whether she'll be staying in her dorm room, or here, or at Xander's...or waking up in a crypt," he added dryly.  "I think Willow should move out of the dorm, for now, I did say drastic," he said when he saw her about to protest, "and in with someone who can keep an eye on her.  For example, here," he looked at Willow.  "You could move in with me until we figure this out."

"Or me."

"Xander!"

"Or we could move home with my mother," Buffy added.

"What would happen then?" Oz asked.

"Well, we'd keep an eye on her, make sure she didn't sleepwalk through Sunnydale after dark," Giles said.  "I know it's not the perfect solution..."

"Do you expect to stay awake all night and keep an eye on her?  Lock her in her room?  If she dreams, she's going to sleepwalk, and there's always the chance that she's going to slip through whatever obstacles you've set up for her.  I think," he swallowed hard, "I think you're overlooking the most obvious solution, if you really want to keep her safe."

"What's that?" Giles asked.

"She needs to move in with Spike," Oz stated calmly, despite the turmoil he was feeling inside.

"What?!" everyone else in the room spoke at once, except Anya, who couldn't care less if Willow was staying with Spike, so long as she wasn't staying with Xander, which would keep her from getting orgasms.

"She obviously feels safe with Spike," Oz choked out the words.  "If he's there, she might still sleepwalk, but she won't have to go outside after dark to look for him."

"That's...actually...a very good idea," Giles mused thoughtfully.

"What?  No, not a good idea!" Buffy said.

"I'm with her!" Xander pointed.

Willow and Spike were both silent.  All Willow could think about was, did I really kiss him or was it a dream?

"We have no choice, Buffy, Xander.  Our first priority is to keep Willow safe and Oz has just given us the perfect way to do that.  Spike," he turned to the blond vampire, "do you have any complaints?  Good, I thought not," he continued on, ignoring the vampire's open mouth.  "Willow, will you be alright with this arrangement until we can figure out what's going on?"

Spike just stared at Giles, his mouth open in shock.  He didn't want to stay with the little witch!  Why did it have to be him?  And, bloody hell, why did it have to be her?  He looked over at the wolf, who was staring at him, and smirked.  Maybe it wouldn't be so bad, after all.

Willow's mouth opened and closed, just like her goldfish, before Angelus had killed them.  "I'm not staying in that crypt!" she finally said, crossing her arms over her chest with a pout.

***

And so, that night found Willow and Spike staying at her parents' house, despite Buffy's and Xander's protests.  Spike had walked her back to the dorm and she had packed some things in a bag. Anything else she needed, she could always come back for.  She hoped this would be over quickly and she wouldn't have to pack up everything from the room and move out for good.

Spike watched Willow pack her bag and silently brooded about the hell his unlife had become.  From the big bad to the babysitter. Bloody hell.  He saw Willow look around her room sadly and felt himself melt.

"Come on, witch," he broke the morose silence.  "Need to go pick up my blood."  Spike opened the door and let Willow precede him into the hall.

They stopped at Spike's crypt on the way to her parents' house and picked up his cooler of blood, some candles and his ratty, old blanket.  Willow caught herself feeling bad for Spike, that these were the only possessions he had.

Spike decided to grab everything he owned out of the crypt. He didn't know when he'd be back and he didn't want it stolen while he was gone.  He looked around the dark, dank crypt that had been his home for a couple of weeks now and...well, wasn't really gonna miss it all that much.  He wondered if the witch had cable.

When they reached her house, Willow walked up on the front porch and hesitated.

"What is it, luv?" Spike asked.

"I'm not sure what the house looks like," she said.   "I mean, it's been empty for, well, since September.  My mother has a cleaning service that comes in, but I'm not sure when they were here last," she babbled.

"Pet," Willow looked up at him.  "You're talking to someone who's been living in a crypt," he reminded her.

"Oh, yeah," she said.

"I'm sure it'll be fine," he told her.  When Willow still didn't move he breathed a deep sigh.  "Okay, what's really wrong?" he asked, trying to sound annoyed.

"It feels weird," she admitted.  "Being here.  Not because my parents aren't here," she assured him, "`cause they were never here. And not because of you!" she added.  "I guess it just doesn't feel like home anymore.  It's just a house."

"Then let's pretend it's not home.  It is just a house...that we're renting, or borrowing, or better yet, the owner's are away and we broke in and we're gonna use their cable and run up their phone bill!" he sounded excited.  "After all, the big bad would never pay money for something he could just take," he smiled at her.

Willow smiled at his attempt to make her feel better.  "Okay," she agreed, "but can we still use the key to break in?"

"Well, alright," he allowed.

Willow unlocked the door and stepped into the house.  Spike leaned against the barrier and waited for her to invite him in. Willow was looking around her, as if it was all new to her, and he wondered if she'd forgotten him.

"Uh, pet," he said.  Willow turned around and saw him standing there.

"Oh, sorry, Spike.  Come in," she motioned.  Spike caught himself just before he fell through the disappearing barrier.

"Thanks, pet," he tried to recover his dignity, but it was hard, what with Willow' lips twitching like that.

"Sorry.  Here," she motioned toward the cooler, "let's put your blood in the fridge."  She pushed the door shut, then dropped her bag at the foot of the stairs and headed down the hallway toward the kitchen.  Spike followed slowly, looking around him as he went.

When he got to the kitchen, Willow was waiting for him.  She took the cooler and opened it, removing the remaining blood bags. They were wet from sitting in the melting ice.  She dried them off and placed them in the fridge.  She dumped the melting ice into the sink and wiped out the inside of the cooler before setting it aside on the counter.

She turned to look at Spike, at a loss for what she should do next.  "Wanna see the rest of the house?" she asked.

"Sure," he said.

"Okay.  Well, uh, kitchen," she indicated the room they were now standing in.  "Through here is the formal dining room," she led him through the dining room and back to the foyer.  "Entryway," she said.  She took her jacket off and hung it up, then turned to him and held her hand out.  "Let me take your jacket."

Spike dropped the blanket on the floor and took his duster off, handing it to Willow.  She took it and noticed that it was a little heavier than she expected.  Reaching into his pockets she pulled out the candles he had stuffed in them, then hung the jacket up.

"You can put these in your room," she said, then pointed to the living room before walking that way.  "Living room.  TV," she pointed, "with remote...and cable," she added when she saw him open his mouth.

"Thanks, luv," he grinned at her.  How *had* he managed to live in a crypt without the creature comforts, she wondered.

"There's a closet under the stairs," she headed back into the entryway and down the hall, "bathroom here," she pointed, "and that's my father's office," she turned and looked at him.  "Upstairs now?"

Willow picked up her bag and led the way up the stairs, Spike followed her with the blanket.  "My parents' room," she pointed to a closed door to her right when they reached the top of the stairs.  "My room," she opened another door and walked in.  Spike followed her.  It was obviously the room of a young girl.  She dropped her bag on the bed and walked back out.

"Bathroom," she pointed as she passed it, "and guest room," she pushed another door open and walked in.  Spike followed and watched as she set his candles on the bedside table.  "You can stay in here," she looked at the window, which was facing west.  "You're not going to get the direct morning light, but we should put a blanket up anyway," she mused, "those curtains probably won't keep much light out."

"I'll get a blanket from the hall closet, and I have a hammer and some nails in my room," she disappeared.  Spike followed her and watched as she pulled two blankets out of the closet.  "We should probably do the hallway, too," she indicated the window at the end of the hall.  "Here," she handed him the blankets, then walked into her room.

"Why do you have a hammer and nails in your room?" he asked as he watched her open the trunk at the end of her bed and pull out the items.

"Had to hang a cross when Angel lost his soul," she told him.  "Decided to keep them, just in case."

When they got to the bedroom, Spike took the hammer from her and while Willow stood on a chair to help him hold the blanket, he nailed it in place.  Spike carried the chair into the hallway and they hung the second blanket.

"Well," Willow said nervously when they were done.  "Home sweet home.  Do you, uh, want anything to drink or anything?" she asked as she took the hammer and remaining nails from him.

"You got any hot chocolate?" he asked.  "With marshmallows?"

~Part: 8~

Willow put the hammer and nails back in the trunk at the foot of her bed, then led the way downstairs to the kitchen. She walked over to one of the cupboards as Spike seated himself at the island. She pulled out a box of hot cocoa mix and turned to face Spike, holding the box up.

"We don't have any milk," she said apologetically. "But we have this mix that you make with hot water. It's not as good, but it's, well, all we have," she finished weakly. "Wanna try it?"

"Sure, Red. Can we get some milk tomorrow?" he asked as he leaned his elbows on the island counter top. Willow hid her smile as she filled the teakettle with enough water for two mugs of cocoa and set it on the stove.

"Sure. Gotta wait for the water to boil," she explained. There was a long silence while Willow picked at her nails and Spike stared at her.

"Hey, you wanna take a shower?" she asked out of the blue. Spike raised his eyebrows suggestively.

"Not with me!" she blushed. "Just you and, oh, that probably sounded rude, huh? I didn't mean you smelled or anything. Just, one of the good things about not living in a crypt, running water! So, shower and, hey, washing machine! I could wash your clothes for you, you know, if you want." Spike didn't reply. "Never mind," she said, turning away and getting down two mugs.

Idiot, she berated herself. You talk too much. And you say stupid stuff!

"I'd like to take a shower," Spike said as Willow walked back over to the island.

"Really?" she asked as she set the mugs on the island counter and pulled two packets of cocoa mix out of the box.

"Yeah," he said, watching her hands as her fingers opened the packets and poured the powder into the mugs, "nice hot shower makes me feel all warm."

"You can take a bath, too, if you want to get warm," she said as she turned toward the stove, where the teakettle was whistling. "I have vanilla bubble bath," she offered with a smile in her voice.

"Watch it, Red," Spike warned. Willow's smile broadened as she poured the water into the two mugs. Her lips were still twitching when, after stirring the mixture, she slid the steaming mug of cocoa across the counter to Spike.

"I'm gonna wipe that grin right off of your face, witch," he threatened, as he took sip of the hot beverage, and Willow's lips turned up in a smile that would have stopped Spike's heart if it wasn't already dead.

"Wanna see what's on TV?" she asked.

"That ain't gonna save ya." Spike said as he followed her out of the kitchen.

They made themselves comfortable on the couch and Willow picked up the remote. She turned the television on, and handed the remote to Spike. Willow leaned her head back on the couch and sipped her hot cocoa as she watched Spike flip through the channels.

She felt relaxed, relieved that Spike was close by. Stop and marvel at the weirdness of *that*. Spike making her feel safe. Only on the hellmouth. Goddess she was tired, maybe with Spike here she could finally sleep. She felt herself drift.

***

Spike surfed through the channels twice before settling on a repeat of 'ER'. They sometimes had some pretty bloody victims on there. He noticed that Willow's breathing had evened out and turned to look at her. She had fallen asleep, her head tilted to the side, her half-finished mug of cocoa tipping precariously.

Spike took the mug out of loose fingers and set it on the coffee table. He pulled the afghan off of the back of the couch and spread it over Willow, tucking it in around her shoulders.

He settled himself back against the couch to watch his program, glancing down at Willow as she slid down on the couch, resting her head against his arm. Spike took a deep breath as he watched her snuggle against him. He reached out and ran a strand of silky red hair through his fingers as he shook his head.

What had he gotten himself into? Babysitting a soddin' human! It was the bleedin' chip. Had to be. He'd never 've given two sods about the little witch before the chip. He'd have killed her that night in her dorm room if he could have. Well, that wasn't exactly true. He wouldn't have let her stay dead. But not because he liked her!

'Cause he would have loved to see the look on the Slayer's face when she had to stake sweet little Willow. Not that she would have succeeded. The witch had an inner fire that few saw. Sometimes he wondered if she even knew it was there. But that didn't mean he liked her. He glanced down at the head resting against his arm. Nope, didn't mean he liked her at all.

Early in the morning hours, when Spike couldn't find anything he wanted to watch on the telly, despite their claim of having over 100 stations to choose from, he decided to carry Willow up to bed and take advantage of the convenience of having running water for the first time in weeks and not having to run over to the Watcher's for a shower.

He tried to hold her steady with one hand while he slid out from under her and stood up, then placed one arm around her back, the other beneath her legs, and lifted her. She mumbled something Spike couldn't make out as the afghan fell back onto the couch, then turned her face into his neck. Suddenly her body went rigid.

"Spike?" she called out fearfully.

"Right here, luv," he lowered his head and whispered in her ear.

"Oh," her body relaxed against him, "okay." Spike carried her up the stairs and pushed her bedroom door open with his foot. He held her awkwardly with one arm as he pulled down the blankets, then laid her on the sheet. He took her sneakers off and pulled the blankets up.

"You're not leaving, right?" she said sleepily, reaching her hand out and grabbing his arm.

"No, luv, not going anywhere," he reassured her.

"Good," she breathed, her hand slipping off of his arm as she slipped back into sleep. "Need you," she whispered.

***

Spike stood in the shower, letting the hot water run over his cool skin. He'd washed his hair twice and was letting the suds rinse down his body as he enjoyed the first bit of warmth he'd felt in what seemed like ages. His eyes were closed and he was thinking about Willow.

He really had to stop doing that! Chit was on his mind way too much lately. But her words were reverberating in his skull. Need you, need you, need you. And that, really, was that. That's why he was here. Because she needed him. And he, poncey git that he was, needed to be needed. Which is why he and Dru had gotten on so well for over one hundred years.

Until she decided she needed her daddy more. Or that chaos demon. Or the fungus demon. Spike shuddered at the disgusting images of Dru and the chaos demon that filled his mind.

He had just picked up the bar of soap and started to lather his chest when he heard the door open.

"Spike?" Willow called in tentatively.

"Uh, yeah?" he asked, wondering what in hell she was doing.

"I, um, are you in the shower?" she asked.

"Uh, yeah," he said again.

"Oh, good, I mean, I got you some clean clothes, can I just come in and leave them, or do you want me to leave them out here?"

"You can bring 'em in, pet," Spike said as he continued soaping his chest.

Willow pushed the door open and walked into the steamy bathroom.

"Water hot enough?" she teased as she sat the clothes on the closed toilet seat.

"Yeah, feels great," he admitted. "How come you're not in bed?" he asked, watching her through the clear shower curtain.

"Couldn't get back to sleep," she said. She was almost asleep when she heard the shower turn on. A picture of Spike, naked in the shower, had entered her mind and the only way she had been able to get rid of it was to think about the kiss that she still didn't know whether was real or part of her dream. So she had decided to get him some clean clothes and confiscate his dirty ones. Maybe she'd be able to get back to sleep after he was done in the shower.

"I'm, uh, gonna take your dirty clothes, okay?" she asked, careful to keep her face turned away from the bathtub.

"Okay," Spike agreed as he turned under the spray to rinse his chest. Willow shuffled across the bathroom and picked up his clothes, her eyes glued to the floor. She suddenly realized that Spike was singing softly, the sound almost obscured by the noise of the spray. Willow's head jerked up in surprise and she caught sight of Spike behind shower curtain.

Oh, goddess, she thought.

"I, um, I'll just be going, now, and put these in the wash," she said, and got out of the bathroom as quickly as she could. Once she was safely in the hallway, she pulled the bathroom door shut behind her and leaned against it.

Oh, goddess, she thought again. He was really...nice. Okay, more than nice. Very nice, even. Magnificent might not be an exaggeration. Once her breathing had slowed and her heart stopped trying to beat its way out of her chest, she walked slowly and carefully down the stairs, her knees threatening to give out on her at any moment, and put his clothes in the laundry, along with the old, ratty blanket he'd brought with him.

***

The next morning the telephone rang just as Willow was stepping out of the shower. She grabbed a towel and wrapped it around her body, then ran into her bedroom and glared at the empty bed stand. Crap! Her phone was in the dorm room.

She raced back out of her room and down the hall to her parents' room so she could pick up the other extension.

"Hello!" she called breathlessly.

"Hey, Will, how are you doing?" Buffy asked from the other end of the line.

"Good," Willow replied, breathing hard.

"How come you're all breathless?" Buffy asked.

"I had to run for the phone," Willow explained. "I was just getting out of the shower and I went to pick up the phone in my room, but it's not there anymore, 'cause it's in our dorm room, so I had to run down the hall to my parents' room, and, here I am!"

"Oh, okay," Buffy didn't sound convinced. "Just worried that you were running away from Spike, or something," she half-teased.

"Yeah, I don't think so!" Willow said. At Buffy's long silence she clarified, "I mean, I don't think the situation would arise, not that I wouldn't run...," her sentence trailed off.

"Sorry," Buffy came back on the line, "I know what you meant, Riley just walked in."

"Oh," Willow blushed, as thoughts of Spike, naked in the shower, flitted across her mind.

"So, you coming to classes today?" Buffy asked.

"Of course!" Willow said. "My first class isn't until eleven today, but I'll probably stop by the room to drop off some books first."

"Okay!" Buffy said. "See you at lunch like usual?" she asked.

"I'll be there," Willow said, "bye." She hung up the phone then turned around. "Aahh!" she screamed when she caught sight of Spike lounging in the hallway, her hand going to her throat.

"Goddess, don't *do* that!" she cried as she pulled her towel tighter around her.

"Anything wrong?" he asked.

"No," Willow shook her head as she walked out of her parents' room and shut the door. "Buffy just checking up on me."

"Didn't trust the big bad, huh?" Spike smirked.

"No!" Willow denied. "Well, uh, actually, no," she admitted and his smirk grew.

"That's right," he pointed at her, "'cause I'm bad!"

Yeah, she thought as she looked him over, very bad. He was wearing a pair of her father's grey sweats and a white tank top. The sweats were too big for him and rode low on his hips while the tank top fit him snugly.

When she realized that it had been silent for a while, she looked back up into his eyes to see him staring at her. She blushed. Spike then ran his eyes over her, examining her body as she'd just examined his, and she blushed harder.

"I, um, have to go get dressed, for class," she rushed past him and into her room, slamming the door behind her.

Crap, she thought, crap, crap, crap! What was wrong with her? She could not, *not*, think of Spike like that. He was *Spike*, for the goddesses sake! The same Spike who had tried to kill all of them, who had kidnapped her and Xander and threatened her with a bottle in the face, who had tried to bite her before he'd realized he'd been chipped by the Initiative. The same Spike who was helping her now, who had held her when she needed him to, who saved her from her dreams, who carried her upstairs last night.

How could they possibly be the same person? She closed her eyes. Oh, yeah, and the same Spike she saw naked in the shower last night. Mustn't forget that. Not that there was a snowballs chance in...heck, that she could.

Spike took a deep breath and walked back down the hall to the guest room. He threw himself on the bed and buried his head under the pillows. The Boxer Rebellion and the first Slayer he'd killed...the second Slayer he'd killed...Dru getting hurt in Prague...nothing could eradicate the image of Willow in a towel that was now burned into his memory.

Bloody hell! He never should have looked that closely at her. Silly chit had been checking him out, though, and he'd wanted to return the favor. Partly to tease her, and partly because he couldn't resist getting a peek at what she hid under her fuzzy sweaters and long skirts.

Bad idea, he thought as he pressed his cock into the bed. Very bad idea.

~Part: 9~

Willow got home from the library just moments before the sun set. She hurried up the sidewalk and front steps with her keys in her hand. Just as she reached the front door, it was opened from the inside and Spike peeked out. Seeing that he was in no danger from the sun, he reached out and grabbed her, pulling her into the house.

"Where have you been?" he asked angrily as he shut the door with a reverberating 'bang'.

"Library," she replied as she carefully dropped her book bag on the floor and took her jacket off.

"It's almost sunset!" Spike yelled, gesturing toward the front door.

"I know," she said, wrinkling her face all up. "But, I had my stake and holy water." Spike just crossed his arms over his chest and glared at her.

"You should not be walking the streets of Sunnydale alone after dark. You, of all people, should know better."

"I lost track of time. I forgot I had further to walk to get home tonight," she explained. "I'm sorry if you were worried."

"Wasn't worried!" he denied automatically. "Just, you get killed on the way home, no more cable and running water for Spike," he turned and walked into the living room, plopping down on the couch and resting his feet on the coffee table..

"You're all heart," she said sarcastically as she followed him. He just looked at her with a raised eyebrow.

"Buffy suggested Bronzing it tonight," Willow said. "You, uh, you wanna go?"

"Wolf gonna be there?" he asked.

"Um, I don't know. Maybe," she said. When she and Oz had said their private goodnights last night, he had apologized for jumping to conclusions about the relationship between her and Spike and had promised he'd see her today, but she wasn't sure if he would actually show up. This situation had to be hard on him. Although, she frowned, why was she worried about him? He left her! He had no right to expect anything from her! And she was the one being inconvenienced here. Well, her and Spike.

"Red...pet...luv," Willow finally realized that Spike was trying to get her attention.

"Uh, yeah, what?" she asked.

"You alright?"

"Yeah," she nodded. "What were you saying?"

"I said I wouldn't miss it," he smirked. She just shook her head at him.

"We're gonna meet there at eight o' clock," she said, "but I need to stop and get something to eat, 'cause I didn't have time to stop at the grocery store yet." She looked at him, but he just stared back at her blankly.

"What? Was there a question in there somewhere?" he asked.

"Yes! Well, implied. Do you want to walk over with me and, if so, do you mind if I get something to eat first?" she set forth the questions. When he didn't answer her right away, she shook her head and turned away. "Never mind, I'll call Xander for a ride," she muttered.

"Hey! Didn't say I wouldn't walk ya!" Spike said. He'd been surprised that she'd asked if he was going to The Bronze, but had covered up with his snarky comment about Oz. Though that really might be fun! But she'd really surprised him when she suggested walking together and stopping so she could get something to eat.

He found himself wanting to jump at the opportunity to spend more time with her, which made him uncomfortable. He was the big bad, for hell's sake. Bad enough he was babysitting the chit, he didn't have to enjoy her company and want to spend time with her, did he?

"Whatever," Willow grabbed her book bag and headed up the stairs. Why was he always so...aggravating?

"When do you want to leave?" he called after her. Silly bint better not call the moron!

Willow didn't answer him. She stormed up the stairs and threw her book bag on the bed. She wanted to throw it on the floor, but her precious laptop was inside, so she settled for watching it bounce on the bed. She walked over to her closet and looked in. She hadn't had time to stop by her dorm room for a Bronze outfit since she had gotten out of the library so late, so she had to find something in her closet.

She finally settled on a pair of faded blue jeans and an old v-neck sweater in a sapphire blue. She freshened up in the bathroom, then changed her clothes. The jeans fit, but the sweater was just on the comfortable side of snug, which is why she'd left it home in the first place. She looked at the way it fit across her usually-non-existent breasts and frowned.

Well, at least it would be dark in The Bronze, she thought as she pulled on a pair of boots Buffy had talked her into buying. She grabbed the jean jacket Xander had gotten her for her fifteenth birthday, but that she rarely wore, and pulled it on. She took her keys, ID and some cash out of her wallet, stuffed them in her pocket, and was ready to go.

Spike was sitting on the porch steps smoking a cigarette when she got downstairs.

"I'm leaving now," she told him when she found him. "Are you coming?"

"Said I was," he replied defensively. "Just need my duster." Willow stepped back inside the house and grabbed his jacket off of the hook, then came back outside and pulled the door shut behind her. She tossed the jacket at him and walked down the steps without looking to see if he followed her.

Jerk, she thought. Big fat...aggravating...annoying...jerk.

They walked in silence and stopped at the deli on the way to The Bronze. They took a seat in one of the back booths and Willow pulled out the menu. She decided on the 'bowl of soup and half a sandwich' special and then looked up at Spike.

She was still mad at him, though if she were honest with herself, she really had no right to be. Just because he *had* to spend time with her didn't mean he had to like it. That thought made her sad because, strangely enough, she was finding herself enjoying his company, when he wasn't being all snarly, anyway.

"You want anything?" she asked before the waitress came over. He just looked at her.

"Don't look at me like that! You eat stuff all the time!"

"Not hungry," he slouched in the seat.

"Fine!" The waitress stopped at their table and Willow placed her order, then sat in silence as she waited for it.

Argh! The silence was deafening. Why in bloody hell was the chit mad at him? And why in bloody hell should he care if she was or not?

"What's wrong?" he finally asked brusquely.

"Nothing," Willow denied, staring out the window.

"Don't lie to me," Spike leaned forward and growled over the table at her.

"Look," she said, "I know this is the last thing you want, alright? I know you don't want to...to...babysit me! Gotta make sure Willow, who can never take care of herself, doesn't get hurt because she's started sleepwalking again and, oh, yeah, as if that isn't bad enough, I walk to you! Well, I'm sorry! I'm sorry I involved you in this whole mess! I'm sorry you have to babysit me! I'm sorry you have to walk me to The Bronze and sit here and watch me eat. I'm sorry, alright!" she turned away to stare back out the window.

"Don't mind it so much," Spike said. He smelled tears. If she started crying he was gonna have to go kill something.

"Yeah, right," she swiped at her face.

"If it makes you feel any better you can rub my head when we get home," he said. Willow glanced over at him and he leered at her, waggling his eyebrows. He saw her lips twitch as she turned away.

"I don't know if I feel *that* bad," she took the napkin Spike offered her and wiped her face.

"Hey!"

When they got to The Bronze they were the first ones there, so Willow grabbed their favorite table and hung her jacket on the back of one of the chairs. She'd lost Spike as soon as they walked in and she figured she wouldn't see him again until it was time to leave.

He'd said he didn't mind hanging out with her, well, his actual words had been 'don't mind it so much', a ringing endorsement, that, but she doubted he wanted to spend the evening with Buffy or Xander. She had just decided to chance leaving the table to get herself something to drink when Spike appeared at her elbow.

"Here," he handed her a cup of soda and set his beer on the table before taking off his jacket.

"Oh! Thanks," Willow watched as he folded his duster, kind of, and tossed it over the back of the chair before sitting down. He leaned back in the chair and looked around the room as he picked up his beer and took a swallow. Willow found herself mesmerized by the way his lips and throat worked as he drank. She wondered what his neck would taste like and the image of her kissing Spike flitted across her mind again.

"What?" he turned his head to see her staring at him.

"Nothing!" she blushed, looking away. She took a sip of the soda and then fidgeted, wishing Buffy or Xander would hurry up and get there.

Spike saw the flush spread across the witch's pale skin and heard her heart beat speed up. He wondered what she'd been staring at. Well, him, obviously. He *was* a handsome bloke, he smirked to himself. But why was she...oh, bloody hell!

He heard the Slayer's voice behind them, and so had Willow, for she turned in her chair and looked behind them, giving him a perfect view of her breasts. The sweater, already snug, pulled tight across her chest as she twisted her body, sliding down to expose the tops of the pale mounds and outlining her puckered nipples. Spike's breath caught in his throat. Bloody hell, he thought again as his cock responded.

He closed his eyes, trying to will his erection soft. This was the second, no, third time he'd had to do that with the little witch, he thought, remembering the kiss she'd given him in the cemetery as she rubbed herself against him. Bugger! He was *not* attracted to the witch. He wasn't. But he was still hard.

"What's *he* doing here?" the Slayer's shrill voice cut through the fog and Spike's erection immediately deflated. Ah, he breathed a sigh of relief.

"Don't, Buffy," Willow said. "He walked me over. *And* he's going to walk me home," she added before Buffy could say anything sarcastic. She wasn't in the mood to listen to their bickering all night. "I'm not going to listen to you two bicker all night," she decided to tell them. She felt Spike's eyes on her, but refused to look at him.

Riley came over with drinks for him and Buffy and Xander and Anya finally arrived, Anya happily announcing that she'd gotten in several nice orgasms before leaving home. As the night progressed, Willow found her attention drawn more and more to the blond vampire sitting beside her.

The way his arm muscles tightened when he lifted the beer, or crossed his arms over his chest, or leaned on the table...It had been too much to hope that there would be no bickering, and as soon as Xander arrived he started in on Spike. Buffy could no longer hold herself back and joined in. Willow didn't stop them, so she tuned them out, the sound of Spike's voice the only thing she allowed to register.

He had such a nice voice, she thought. When he wasn't saying mean things it was actually very sexy. And he was quite handsome, she studied him while his attention was on the barbs he was shooting back at Xander and Buffy. Beautiful blue eyes, gorgeous cheekbones and pouty lips...oh, goddess, he just smirked, Willow felt a tingle in her belly. She wondered what his hair would look like mussed up just a bit.

The rest of the night passed in a daze as Willow was barely aware of the conversation around her. She finally shook her head to clear it as she realized that Buffy was calling her name, and had obviously been doing so for some time.

"You alright?" her friend asked.

"Yeah, sorry. What were you saying?" Willow asked as she straightened up in the chair.

"Maybe we should call it a night," Buffy suggested. "You look beat and I still need to do a quick patrol."

"We'll give you a ride home, Wills," Xander offered.

"Alright. Thanks, Xander. Uh, both of us, right?" she asked.

"Do I have to?"

"Sod off, moron!"

The last thing Willow wanted was to go home and be alone with Spike. But how could she tell Buffy that she wasn't tired, she'd just been distracted with ogling Spike?

***

Spike, lying in his bed in the guestroom, heard Willow moaning from her bedroom down the hall. They'd been home for about three hours. There hadn't been anything good on the telly and he hadn't been able to fall asleep. Thoughts of Willow and her newly discovered breasts kept flitting through his mind.

Realizing that she was probably in the middle of another dream, or nightmare, Spike jumped out of bed and ran down the hall and into her bedroom without pausing to throw on his jeans. Willow was tossing about on the bed, her head thrown back, her blankets thrown off of her.

Spike sat on the bed next to her and grabbed her arms, shaking her lightly. He had heard the Watcher say that it was dangerous to wake someone up when they were sleepwalking, but surely it would be okay to wake her from this nightmare she seemed to be having.

"Red," he called her name softly. "Red, come on, wake up."

Willow's eyes opened, though her agitation didn't cease and she didn't stop moaning.

"Spike?" she seemed to recognize him and Spike breathed a sigh of relief.

"I'm right here, luv," he assured her.

"Oh, Spike," she moaned, "it hurts!"

"What hurts?" he asked, quickly running his eyes over her. She was wearing a tank top and panties that barely covered her and he couldn't see any injuries.

Willow grabbed his arm and rolled onto him, pushing him back on the bed.

"Hurts, Spike," she whispered as she kissed him, rubbing herself against him.

"Willow," he tried to push her off of him, but his arms seemed to lose all of their strength as the heavy scent of her arousal filled his nostrils. Her scent perfumed the very air and Spike was surprised he hadn't noticed it when he first entered. His only excuse was that his concern for Willow overrode his other senses.

Bloody hell, he thought as she kissed him, with lips, and tongue, and teeth, as her body writhed against his. He felt his cock harden, the combination of her scent, the sounds she was making, and the feel of her warm, soft body too much for him to resist, and remembered he was naked.

Willow moved her lips to his jaw and down to his neck, and he decided to try again.

"Willow, pet, what hurts?" he asked, his hands absently kneading the tank top covering her back.

Willow looked up at him from where she was licking, sucking and biting his chest, as her lower body continued to ride his thigh. She grabbed his hand and, lifting herself, placed it between her thighs, then threw her head back and moaned at the contact.

"Make it stop hurting, Spike," she begged as she rode his hand, her fingers on his wrist.

"Bloody hell, luv," Spike groaned. Her panties were wet and warm against his hand. But he knew she was dreaming. She was dreaming and he couldn't do this. He started to pull his hand away from her, the grip of her tiny fingers not nearly enough to hold him in place.

Willow mewled her displeasure at him, then dove forward and sucked the skin of his neck into her mouth, biting down hard enough to break the skin.

"Bloody fuck!" Spike screamed as his cock jumped, his fingers automatically tightening against her.

Willow screamed as his hand pressed against her, the sound vibrating against his neck. She licked the wound she had made, then raised her lips to his ear.

"Please, Spike," she rode his now-unresisting hand. "Please...help me."

He could barely think. Her scent, her heat, her voice, husky with sleep and desire, begging him to touch her, were all more than Spike could take.

He bent his fingers and began to rub her as he claimed her mouth. Willow moaned her pleasure into his mouth as his tongue invaded her own. She wrapped her arms around his shoulders, one hand gliding up his neck to bury itself in his hair.

Spike rolled them so Willow was on the bottom, never breaking the kiss. His fingers slipped beneath her panties, dragging through her wet curls before dipping between her slick folds. Willow bucked against him as he slipped one finger inside her.

She was so hot, so bloody tight, Spike thought as she closed around him. He drew his finger out, then gently slipped it back in, stroking the rough spot on her front wall, listening to her ragged breathing as he worked her. He slipped a second finger inside her, then pulled them both out and stroked her swollen nub. Her body jerked each time he pressed her clit against the bone, and she made a little mewling sound deep in her throat.

Spike sped up his strokes, pressed her nub harder against the bone. He lifted his lips from hers and watched her face as he brought her closer and closer to orgasm. She opened her eyes and looked directly into his.

"Don't stop," she begged. His only response was to wet his fingers inside her again, then press them against her clit until he found that spot that made her eyes roll back. He concentrated his attention there and watched as her body tensed beneath him, her head lolling back.

"Spi-i-ike!" she cried as she reached her release, her warm juices flooding his hand. When her body collapsed in exhaustion, Spike took his hand away from her.

"Mmm, thank you," she whispered as she rolled to her side and pressed herself against him.

"Welcome, luv," he responded as he held her. He closed his eyes as his cock demanded attention, then looked at his hand, slick with her juices. He placed it near his nose and breathed in the scent of her, then licked a finger. She tasted like heaven. He stuck the finger in his mouth and sucked it clean. He gave his other fingers the same treatment, then licked her juices off of his hand.

Spike held Willow until he was sure she had fallen into a deep sleep. He carefully pulled away from her and stood up. She moaned in protest and reached out for him. Spike picked a pillow up off of the floor and placed it by her hand. Willow found it and pulled it to her, holding it tightly against her chest.

Spike pulled the blankets back over her, then made his way into the bathroom down the hall. He leaned against the wall and took his weeping cock in his hand. He spread the leaking precum over his cock head and down his length, then wrapped his fingers around his shaft and began to stroke in a slow steady rhythm. He closed his eyes and thought about Willow.

He remembered the first time she had come to him, in the Watcher's tub. How she had climbed in and snuggled up against him. Her warmth. And the second time, in the moron's basement apartment. She had run all the way from her dorm in the night of Sunnydale to find him, and had cuddled in his lap despite the rope tying him to the chair.

The third time she had come to him, running through the cemetery, she jumped into his arms and kissed him. And, bloody hell, he'd kissed her back. And he'd have done more if the silly chit hadn't fallen asleep on him! And tonight, with the breasts and the begging him to touch her! What was the witch doing to him?

He watched his hand move over his cock, picturing a much smaller hand in his mind. He closed his eyes and imagined sliding inside her. She'd been so hot and tight around his fingers, he was sure his cock would nest inside her and never come out. He pictured her face as he drove into her, mewling and panting as she had been tonight, begging him for more and calling his name as she came. With his eyes still closed, he came over his hand, whispering her name.

When he'd recovered from his release, he cleaned up and headed back to the guestroom. He paused, then went back and peeked in Willow's room. She was sleeping peacefully, wrapped around the pillow. He turned and walked down the hall. As he lay awake in bed, thinking about the witch, he found himself wondering what she'd been dreaming about.

~Part: 10~

Willow woke up late the next morning feeling well rested. She checked the clock and decided to take a shower quickly, not knowing when Spike would be up. She stripped and threw her robe on, then scooted down the hallway to the bathroom.

She stood under the warm spray and let the water soothe her aching muscles. Wait, aching muscles? Why did she have aching muscles? Remnants of her dream drifted through her mind. She'd dreamt about Spike. Naughty dream about Spike. Oh, goddess, she thought.

Why was she dreaming about Spike? Well, duh? She'd practically stared a hole through him last night at The Bronze, scurrying upstairs as soon as they got home so she wouldn't have to make small talk. He was very...hunky. But it was Spike! He didn't even like her! What she meant was, she didn't even like *him*!

This wasn't the first time she had a memory of...her and Spike. She thought about the 'dream kiss' that kept flitting through her mind. The kiss she'd dreamt after she sleepwalked to Spike in the cemetery and...jumped in his arms, if Spike could be believed. Why was she dreaming about Spike? Could it be connected to the reason she was sleepwalking to Spike?

Willow hastily finished her shower. She needed to go grocery shopping, and then she needed to talk to Spike. He might be the only one who could help her figure this out. She just needed to figure out how she was going to talk to Spike about it without telling him she was dreaming about him. Naughty dreams at that! She'd never live it down.

***

When Willow got back from the grocery store, she could hear the shower running. She unloaded the car and then parked it back in the garage, before going back into the kitchen to unpack the groceries and put them away.

Spike came silently down the stairs and followed the noises Willow was making into the kitchen. He leaned against the door jam and watched Willow put the groceries away. She was wearing a pair of old jeans that had holes in the knees and one small hole in the butt with an emerald green cropped t-shirt.

He almost groaned when she stretched to put some of the boxes away in the cupboard, lifting her t-shirt and baring her middle. Willow turned toward him with several boxes in her hand.

"Aaahh!" she screamed and threw the boxes at him. "Oh, my goddess," she said breathlessly as she grabbed her throat. "That...that's the second time you did that! You can't keep scaring me! Unless it's like hiccups?! Do you think you can scare the sleepwalking out of me?" she asked hopefully.

"Uh, no," he shook his head as he bent over and picked up the boxes.

"Just a thought," she said as she took the boxes out of his hand. "You do it again, though, I'm gonna have to kick your butt," she told him as she put the boxes in a cupboard.

She turned around to see the 'yeah, right' look he was shooting at her.

"Hey! I could! I could, um, well, you said I float a pretty mean pencil," she concluded as she grabbed the last of the items off of the counter.

"You'd stake me? For scaring you?" Spike asked incredulously, his eyes on the frayed hole on her butt.

"Doesn't have to be in the heart," she said as she put the items in her hand away.

"You're a mean one, Red! You've got an evil streak. I like that," he smirked at her, at the same time wondering what she'd do if she found out about last night.

"You would," she said dryly as she wadded up the grocery bags and shoved them into a bag under the sink along with others.

She stood up and looked at him nervously. "We, um, we need to talk," she said, swallowing hard.

***

Spike was sitting on the couch and Willow was pacing in front of him, separated by the coffee table. He wondered what the chit wanted to talk about that was making her so twitchy

"Spit it out, Red," Spike said, starting to feel a bit twitchy himself. "What's on your mind?"

"I...," she turned and looked at him. Then shook her head and started pacing again. She hadn't thought about it like she was supposed to. She didn't know what to say, what to ask.

Spike watched Willow pace. He could scent her fear, her confusion. He wondered again what was going on.

"I've been having really weird dreams," she finally spit out. Spike froze. Bugger!

"The dreams that lead you to sleepwalk?" he asked. "Like the, uh, the one about that demon, and those Gentlemen blokes, and that stake business," he said that one quickly to get it over with, "and the bitch, er, she-wolf, right?" he finished desperately, hoping to hell that those were the only dreams she remembered.

"Right," Willow nodded, then just stared at him as she thought about the other dreams...the kiss and the...naughtier stuff than kisses. Her belly fluttered.

"What?" he asked, guilt over last night clouding his thinking. Okay, this was exactly *not* what he wanted to talk about!

"I think I dreamed again last night, but I don't remember if I sleepwalked. Did I?" she asked worriedly. Please say no, she begged silently.

"No!" Spike breathed a sigh of relief. "No, you definitely didn't sleepwalk."

"What do you mean by that?" she asked and he mentally kicked himself, realizing that he'd said too much. That was his problem...didn't know when to shut up. Like that Gem of Amara business...never should've brought up the great poof.

"Just that, um, well," he stalled, trying to think of a good lie, "I heard you, uh, crying out, so I went in and tried to wake you. So you didn't actually sleepwalk," he concluded, thinking he hadn't done too badly with the actual truth.

"You were able to wake me? I don't remember that," her brow furrowed in confusion.

"Oh, well, that's 'cause I didn't actually wake you. You, um, you seemed to fall back to sleep. You know, a peaceful sleep," he gestured, "so I figured you'd be okay."

"Really?" she asked hopefully.

"Uh, yeah," he hoped they were done now. But she wasn't.

"Remember that night, in the cemetery?" she asked.

"Yeah," he remembered it well. Thought about it often. Just last night, in fact, when he was wanking in the bathroom after...well, after touching Willow...in her bloody sleep!

"Did anything weird happen? You know, other than me running through the cemetery in my pajamas looking for you?" She prayed to the goddess that he'd say 'no'. She was being paranoid. It was just a dream. A very good, er, naughty dream, but a dream nonetheless.

"Uh, well," Spike's brain scrambled for something to say. "You, um, told me about the wolf and the bitch," he said.

"Other than that," she pushed, crossing her fingers behind her back.

"Well, um, like what?" he asked. Brilliant, he thought. Answer a question with a question. That way, no foot in mouth for Spike.

"Did I try to kiss you?!" Willow yelled, not getting anywhere with the subtlety.

Spike just stared at her, his mouth opening and closing. Didn't see that one coming, no way to prepare for it, he assured himself.

"Oh, my god!" she took a step back and covered her mouth with her hand. "I did? I did! I kissed you? Oh, my god," she turned her back and covered her face with both hands. "I can't believe...I'm so sorry...oh, my god!"

She couldn't believe this was happening. The kiss *hadn't* been a dream. Well, it might have started as a dream, she had been sleepwalking, after all, but it had been *real*! She'd actually *kissed* Spike! Oh, god, he must have hated it. She was so embarrassed. No wonder he didn't want to be here with her.

"I'm sorry," she whispered. Yep, mortification.

"Red, don't beat yourself up, luv," he stood, wondering if he should pat her on the back or something.

"You don't have to stay," her voice sounded small.

"Say what?" he asked in surprise.

"If you feel uncomfortable," she said, "you don't have to stay."

"Uncomfortable? 'Cause you kissed me?" he asked in disbelief. "It wasn't unpleasant, pet," he said.

"Wasn't unpleasant?" she laughed. "Well, there's a ringing endorsement," she muttered.

"What? You want me to tell you how much I enjoyed it? That I kissed you back? That I would've shagged ya if ya hadn't fallen back ta sleep?" he asked. Bloody bints! He could never figure 'em out.

"Very funny," she still wouldn't look at him. "You're not gonna leave?" she asked.

"I'm not leaving," he replied.

"It won't happen again!" she assured him, turning quickly to look at him, and saw the look on his face before he could erase it. "What?!" she cried. "It happened again?!" Spike froze, just like a deer caught in the headlights. "Did it?" He nodded. "Last night?" He nodded again.

Bugger! This was *definitely* not what he wanted to talk about. Bloody hell, he was dead. She was going to stake him for sure, now.

Willow wanted to cry. She wanted to crawl in a hole where she didn't have to look at Spike. Didn't have to see the look of disgust on his face.

"Red?" Spike got worried when she didn't move or speak. "Red?"

"What?" she asked, her voice small.

"You okay?" he asked, wondering still if he should go to her.

"No," she said, shaking her head. "What happened?" she asked, knowing exactly what had happened. It was her dream, after all.

"Huh?" Spike looked around the room, wondering if there were any stray pencils lying about.

"Tell me what happened last night," her voice was flat.

"Are you sure you want to know?" he stalled. He was quick, he could get out of here before she caught him.

"Yes," she looked at him, resolve face firmly in place. She had to know what was going on. Right?

"Right, then," he swallowed. "Why don't you come over here and sit down," he took her arm and led her toward the couch. Willow allowed him to lead her over, then sat on the coffee table and indicated he should sit on the couch in front of her.

Spike sat on the couch, leaning forward, his legs on either side of her, and took a deep breath.

"Well," he began, "like I said, I heard you, so I went in. You were, uh, tossing about. I tried to wake you. You looked at me and said my name, so I thought you'd woken. Then you, um, you...,"

"Just spit it out," Willow threw his earlier words back at him. Her elbows were on her knees, her head resting on her hands, her eyes glued to the floor. Mortification didn't even come close to what she was feeling right now.

Spike took another deep breath. Why was this so bloody hard?

"You asked me to, um, make it stop hurting," he spit it out fast. She remembered the ache, the horrible, horrible ache.

"And?" she prodded.

"You, oh, bloody hell, you crawled on me and kissed me and I, I kissed you back and, sod all, used my fingers and made you cum!" he threw himself back against the couch and covered his face. "I'm sorry, luv," he said.

Willow felt herself blushing at his words. She didn't think she could blush any more, but she probably looked candy-apple red now. She remembered it...all of it. She remembered it as a dream, but she remembered it.

She remembered begging him to help her, to make it stop hurting. She remembered kissing him and making him touch her...and biting him. Her eyes darted to his neck. Was that just the smidgen of a healing bite?

She looked up at him when he apologized and laughed, a short, derisive snort. "You're sorry?" she asked. "Why're you sorry?"

"I shouldn't've done it," he stared at the ceiling.

"*You* shouldn't have done it? What about me?!" she sat up and stared at him.

"You were sleeping, dreaming, I took advantage...,"

"Oh, please, I practically molest you and *you're* sorry?" After a brief pause, "How screwed up is this?"

Spike looked at her. "Oh, god, don't look at me!" she looked back down at the floor.

"Red," he leaned forward.

"I'm so embarrassed, Spike! This is worse than telling you about my parents and the stake, and way worse than crying in front of you, and that kiss that I couldn't quite remember doesn't seem nearly so bad now!"

Spike leaned forward and rubbed her arms. Willow allowed herself to relax, the top of her head resting against his chest. "I can't look at you."

He heard the tears in her voice. "Sure you can, luv," he said, one hand moving to rub her back.

"I didn't want you to know about the dreams...but *this*! The dreams themselves don't seem nearly as bad now. Were you disgusted?" she asked. Oh, goddess, how pathetic was she?

"What?!" he pulled back in surprise and tried to get her to look at him.

"Were you?" she continued to hide her face.

"No, luv, I wasn't disgusted. I was...bloody turned on is what I was!"

"Really?" she asked. Oh, goddess, she was pitiful! She was having nightmares and sleepwalking and dreaming about Spike and acting out those dreams and she was worried whether he was disgusted or turned on?!

"Why'd you think I didn't fight it too hard?" he asked, placing a kiss on the top of her head.

"I don't know what's happening." That was certainly true. 'Cause she was afraid that she was more than a little bit turned on by Spike, with or without the dreams. And what did that mean?

"Don't worry. Watcher'll figure it out. He always does," Spike tried to reassure her.

"Well, he'd better hurry! God, I'm having sex with you and I can't even remember it!" she froze, rethinking that last line. "Okay, that didn't come out right."

"I know what you meant, pet," Spike said, brushing his hand through her hair.

"We need to call Giles," Willow said. Spike froze.

"And tell him what?" he asked worriedly, picturing himself tied to a cross while the Watcher dribbled holy water on him.

"That it's getting worse," she whispered.

"Worse?" he asked, wondering if vampires could hyperventilate.

"I'm not going to tell him about this...dream!" she said. "God, they'd kill us both! I'll just tell him that I'm starting to sleepwalk without the nightmares," she said.

"Well, that's good at least, pet," Spike said.

"What's good?" she asked, looking up at him for the first time.

"You not thinking a dream about me is a nightmare," he smirked at her.

"Very funny," she replied. "Could you...," she stretched her hand out toward the portable telephone on the end table and Spike got it for her. "Thanks."

Willow dialed Giles' number and waited for him to answer. "Giles," she said when he picked up, "we have a problem. No. No. Just let me explain, okay? It's getting worse. I'm starting to sleepwalk without the, um, nightmares. Yes," she blushed yet again, "still to Spike. Uh huh. Uh huh. Oh, okay. I can call Tara and see if she can come over. Okay," Willow disconnected.

"What?" Spike asked. "What'd he say?"

"He can't find anything. He thinks we should start looking at spells," Willow told him.

"He thinks you're under a spell?"

"He thinks it's possible," Willow nodded as she dialed another number.

"Who you calling?"

"My friend Tara, she's a witch, too," Willow explained. She got a hold of Tara, who wasn't available that evening, but would be available the following evening. Willow made arrangements to meet Tara at Giles' apartment after sundown the next day, first making sure that Tara wouldn't be walking alone.

"Well?" Spike asked. "What's she gonna do?"

"She'll do a spell to make sure I'm not bespelled. If there's a spell, she'll be able to see the magical signature," Willow explained.

"And if you are?" Spike asked.

"Then we try to undo it," she shrugged, too tired to think about it now.

"And if you're not?" Spike asked softly.

"Square one," Willow laughed derisively.

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