The Seduction of Spike

Rating: NC17 (overall)

Pairing: Willow/Spike (as it should be)

Spoilers: Through `Something Blue', AU thereafter

Summary: Willow attempts to seduce Spike

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

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: 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?

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

~Part: 1~

Willow walked into the Watcher's apartment before sundown on a late Wednesday afternoon in January.  She was a little nervous because she planned on asking Spike for a favor.

The blond vampire had been staying with Giles for about two months now and Willow had a major crush on him.  Heck she'd had a crush on him since he first appeared in Sunnydale two years ago!  He didn't know she felt this way.  Nobody did.  Well, except for Cordy. But nobody in Sunnydale knew.

And she didn't want them to know.  Buffy, who still muttered `Spike lips' under her breath at odd moments would be totally grossed out if she knew Willow had designs on the big bad. And Xander, who still hated Angel with a burning passion that rivaled the fires of hell, would be totally freaked.

And Giles...well, Giles would probably be disappointed.  She couldn't bear the look the man she cared for like a father would give her if he knew she was crushing on Spike.  Spike had never done anything to hurt Giles personally like Angelus had, but he was Angelus's childe and Giles still couldn't bring himself to totally forgive Angel for what Angelus had done to him.  The torture...and Jenny's death.

But her biggest concern was Spike himself.  She could just imagine his response if he found out that she had naughty thoughts about him.  The look of disbelief followed by the laughter, as if he could ever be interested in her.  Or worse, that same look of disgust he got whenever he thought about kissing Buffy.

She couldn't bear it.  So she told no one.  Except Cordelia Chase.

Willow pushed the door open and stepped into the darkened apartment.  "Giles?" she called softly.

"Not here," Spike said as he walked out of the kitchen with a mug of blood in his hand.

"Oh!" Willow jumped and clutched at her throat.  "Ha!  You startled me," she said nervously as she sat her book bag on the table.

Spike sat on the couch without responding and put his feet up on the coffee table.  Willow knew Giles would have a cow if he saw Spike do that.  But that's probably why he did it.  He no longer had the thrill of hunting and killing humans, he had to get his fun where he could.

Willow took a deep breath and walked over to the couch, nervously rubbing her palms on the green denim covering her thighs. She hesitantly seated herself on the edge and faced the imposing vampire.

"Spike," she spoke, pulling his concentration away from the small television set in the corner.

"Yeah?" he responded, glancing up at her briefly and then turning his attention back to the television.

"I, um, I need to ask you something," Willow said.

"What?" he asked, this time not even bothering to look at her.

"Spike?"

"Ask," he said without looking up.

"Spike!" she reached out and grabbed the remote off of the coffee table and flicked the television off.

"Hey!" she had his full attention now.

"I need to ask you something," Willow repeated.

"Well, bloody ask already.  And make it quick.  I want to get back to my program," he nodded toward the television.

"I need to ask you a favor," she began, then halted at the raised eyebrow and the `you've got to be kidding me' look he shot her.  "Well, not a favor, favor," she backtracked.  "I mean, I need you to do something for me...but I'm willing to pay you," she added quickly as his eyes clouded with disinterest.

"Pay me?" he quirked an eyebrow.

"Uh, yeah."

"Pay me what?" he asked indifferently.

"Well, money, or, um, blood," she tried not to stutter.

"I already get blood," Spike lifted the mug he was holding and took a drink.

"Human," Willow played her ace in the hole and Spike almost choked on his pig's blood.  "And, no, I'm not going to kill anyone for you," she said sarcastically.

"How?" he asked, his interest piqued.

"Well, I figured I'd hack into the hospital records," Willow began excitedly, leaning forward conspiratorially as she spoke, "and list myself as an outpatient who has a home health care professional giving her occasional at-home blood transfusions for anemia, or something, and voila!  Blood," she finished with a flourish.

"It won't be fresh," she screwed up her face as she admitted the one downside to her plan, "but it has to be better than that," she nodded toward the mug in his hand.

"A pint a day," Spike said.

"Uh, yeah," Willow frowned, "I don't think they'd fall for that.  How about two pints a week," Willow countered.  Spike narrowed his eyes as if he was considering her offer, but really, there was no way he was going to turn down human blood, except...

"What's the favor?" he asked.  Willow swallowed hard.  This was going to be the tough part.

"I need you to tutor me.  In European History," she added at the outraged look on his face.  "I need a history course for my degree.  I'm a whiz when it comes to the computer and science classes," Willow said honestly without bragging, "but I've got a heavy class load this semester and if there's one class I might fall behind in it's this one," she blushed a little as she told the little white lie.

"Look, don't answer me now," she stood up and backed away from him.  "Just think about it, okay?  I, um, I'll just go over here and study until Giles gets home," she continued to back toward the table where her book bag lay.

Willow sat down at the table and pulled two books out of the bag, spreading them across the table.  She had the text for her computer class which she intended to work on and the European History text in hopes that she could entice Spike to help her.  She leaned back in the chair and put her feet on the seat of the chair across from her, flipped the computer book open, uncapped the highlighter and got down to work.

Spike sat on the couch staring blankly at the television screen, his thumb rubbing absently over the remote.  Human blood.  It had only been just a little over two months, but it seemed like forever since he'd tasted human blood.  But a tutor!  Reminded him too much of that wanker William, the bloody awful poet.

He'd have to be desperate to agree to tutor Willow.  Who was he kidding, he *was* desperate.  Hell, he'd even shag the moron for a taste of human blood.  Actually, no he wouldn't.  Maybe the Watcher, though.  Bloody hell, he thought, then tossed the remote onto the couch and stood.

"What's this, then?" Spike asked from behind Willow and she jumped.

"Stop *doing* that!" she turned around to look at the smirking vampire.  "What's what?"

"The book."

"Uh, my computer programming class," Willow said in confusion.

"Not that one, that one," he nodded toward the table.

"Oh," Willow said, her voice taking on a dire tone, "the dreaded European History textbook."

"It's almost as thick as those demonology books the Watcher likes to read," Spike noted.

"Yeah, and we cover the *whole* thing in one semester," Willow told him, hoping she sounded worried.

"So, what, you just figured I'd say `yes'?" he asked.

"Uh, well, no.  I actually have homework.  I have to read a chapter and do the assignment, which is an essay, I think.  Some days are essays and some are, weirdly enough, making up multiple choice quizzes!" Willow laughed.  "Not that I think that part will be fun, or, uh, anything."

"To come up with the questions you have to know the answers," Spike commented.

"Uh, yeah!" Willow agreed, pleased that he'd figured it out.  "As you can see," she held up the computer book, "I started with the fun stuff."

"Uh, yeah," Spike looked at the computer book with something akin to horror.  "Fun."

"Did you, um, want to look at the book," she leaned forward and pulled the history text across the table, "and see if it interested you?"  Spike looked at the book she held out as if it could bite him.

"What would be involved?" he asked without taking the book.

"Oh, uh, well, reviewing the chapters and the assignments with me.  You know, helping me refine the essays, making sure I've got all the points covered, and, uh,  helping me come up with some *really* hard questions for the quizzes!" she smiled.

Spike carefully reached out to take the book from her hand then stood back quickly.

"Does school work always make you go all...evil?" he asked.

"Coming from you that's a compliment, right?" Willow asked.

"Uh, yeah," Spike nodded uncertainly and backed away from her.  He sat on the couch and perused the history text.  He glanced at the table of contents then opened the book randomly and began to read.  Fifteen minutes later he stood and walked back over to the table.  Willow was now clacking away at her computer, the textbook open at her elbow.  Spike dropped the book he carried on the table and Willow jumped again.

"Spike!" she started to scold him as her heart raced.

"Two pints and a carton of smokes," he interrupted her.

"You...you'll help me?" she stopped in mid-rant and asked hopefully.

"And no one knows!" he added as an afterthought.  Willow, wide-eyed, shook her head.

"Deal!" she held her hand out.  Spike looked at it for a moment, then reached out and closed his fingers around her tiny hand and shook it.

"Deal," he agreed.  "What's the first assignment?" he asked.  "I might as well start reading it while you're doing that."

"Here," Willow dug into her book bag for the class outline and handed it to him.  "You know," she mused thoughtfully, "maybe I should buy you a book so we're not both fighting over the same one, and that way you can read whenever you get a chance, and, oh, I could make a copy of the outline, so you know what's happening, and, uh," she looked up at his bemused expression.

"Sorry," she pressed her lips together.  "Thank you, Spike." His eyes narrowed.

"I'm not doing it to be nice!" he insisted.  "It's for the blood.  And the smokes," he turned toward the living room then turned back.  "And no one knows!" he shook his finger at her before settling himself on the couch and opening the book to the first chapter.  "Bleedin' ponce."

Willow held the hand Spike had touched to her chest.  She let the grin she had been struggling to hold back out and it covered her face.  She was so excited she could hardly sit still.  She was dying to tell Cordy what had happened, but she couldn't risk a long, juicy e-mail while Spike was sitting there.  He could sneak up behind her and read it before she even knew he was there.  But Willow couldn't resist a short e-mail.

She opened a new message, pulled up Cordy's e-mail address and started typing.  In the subject line she typed `re: sos'.  In the message box she typed `Phase 2 complete, details to follow.'  She hit send, watched as the message went from her outbox to her sent box, then dragged the e-mail to the folder she'd created and named `SOS'. Operation Seduction of Spike had begun.

~Part: 2~

When Giles got home an hour later Spike had just finished the first chapter in Willow's European History text and tossed the book on the table in front of her, startling her once again.  She jumped and gave him a dirty look.  He just smirked at her.  He couldn't hunt and kill these days so he had to find pleasure in the little things. They both looked up as the front door opened.

"Hi, Giles," Willow greeted the man who entered.

"Watcher," Spike said as he slumped into a chair across from Willow.

"Hello, Willow, Spike," he returned their greetings.  "Is anything wrong?" he asked Willow in concern.

"No, I just figured I'd study here instead of at the library.  It's pretty quiet when Spike's not yelling at the tv," Willow responded.

"Ha, ha," Spike made a face as he tapped his fingers on the table top.  He wasn't nervous, but he found it hard to sit still for long periods of time.  Part of the reason most of his plans fell through wasn't because he couldn't come up with a good plan, but because he didn't have the patience to wait for the plan to bear fruit.

"I made tea," Willow told Giles, ignoring Spike.  "I figured you'd be home soon.  It should still be hot."

"Oh," Giles groaned as he dropped the box of books he had in his arms on the table and flexed his shoulders.  "You're a godsend, Willow," he patted her shoulder as he passed her on his way to the kitchen.

"Suck up," Spike whispered.  Willow kicked him under the table.

"Hey!" he pulled his leg back.  Willow just smiled and turned back to her computer.

***

At six-thirty Buffy called and told Willow that Xander and Anya, just back from a long weekend at the beach, were bringing pizza to Giles' that evening.  At seven Buffy burst through the door like a whirl wind.

"Hey, Giles, Wills," she took her jacket off and threw it over the back of one of the chairs, then plopped down next to Willow.  "Whacha doing?"

"Hey, Buff.  Looking through some of the books Giles got at an estate sale today," Willow smiled at her best friend.

"Hello, Buffy," Giles looked up momentarily from the book he was reading.

"Hey, stop this whirligig of fun, as Xander would say," Buffy teased as she reached out for a book.  "Find anything interesting?" she asked as she flipped the book open.  "Oh, god, would you look at this one!  Yuck!" she showed the picture she'd uncovered to Willow.

"Ew!" Willow grimaced, then laughed.  "That's just...disgusting!  What's it called?"

"Uh, thor...fanx,"she sounded it out.

"Thorphanx," Spike said.  "Yeah, those're ugly buggers."

"Who asked you, Spike?" Buffy retorted.

"Buffy, be nice," Willow admonished, her voice lost in the noise that heralded the arrival of Xander and Anya with the pizza and soda.

"Hey, fellow scoobies," Xander called as he came through the door, "the Xan-man is back, and he comes bearing gifts."

"And me!" Anya said happily as she followed him into the apartment.

Xander sat the two boxes of pizza on the table and then turned to take the soda out of Anya's hands.  Willow and Giles piled the books out of the way while Buffy went into the kitchen for paper plates and napkins.

"Wow, Willow, you look great!" Anya said after she had hung her coat up on the rack and got a good look at Willow.

"Uh, thanks, Anya," Willow smiled at the ex-demon.

"What's different?" Anya looked her over carefully.

"Well, I got my hair done...," Willow began.

"Oh, yeah!" Anya reached out to touch Willow's hair.  "The choppy look is gone."

"Uh, yeah," Willow agreed, still a little sensitive about her last hair cut.  "I won't be going back to *that* hair dresser again. I think he was an evil demon."

"When did you get your hair done?" Buffy asked in surprise when she returned with the plates and napkins.

"Over the weekend," Willow replied.

"I didn't notice it before," Buffy told her.

"Well, you weren't around much, being busy with Riley, er, school and patrol, I mean," Willow teased.

"But Anya noticed right away!" Buffy whined.

"Maybe demon girl's not as self-centered as you are, Slayer," Spike commented.

"Shut up, Spike!" Buffy said.

Willow gave him a dirty look, wishing she had another cookie she could shove in his mouth to shut him up.  Instead she put a piece of pizza with everything on a paper plate and handed it to him.

"And is that sweater new?" Anya asked.

"Yeah," Willow laughed at her shocked expression.

"It...it's still fuzzy, but it's not all...bulky," she noted as she reached out to run her hand over the soft material of the sweater.

"I can't believe I didn't notice *clothes*!" Buffy exclaimed in irritation.

Willow just smiled at her friend.  Out of the corner of her eye she saw Spike glance at her.  She loved it when a plan came together.

***

Willow and Cordy had been communicating via e-mail since the ex-cheerleader had started working for Angel Investigations about five months ago.  They started corresponding to share information on demons and other assorted baddies and then progressed to exchanging pleasantries to chatting to having formed an actual friendship totally separate from the hate-hate relationship they'd had in high school.

After Spike was chipped and moved in with Giles Willow started mentioning him in her e-mails and, after weeks of Spike-this and Spike-that, Cordy picked up on her crush.  She tried to convince Willow to make a move on the blond vampire, but Willow was hesitant. She was too shy, geeky and just plain afraid to make the first move.

After weeks of constant bombardment Cordy had finally worn Willow down and she had agreed to give it a shot.  Cordy assured her that no one in Sunnydale had to know what she was doing.  It would be just between the two of them..and Spike.

The first thing they did was think of a way for Willow to get close to the vampire.  Cordy was the one who came up with the tutor idea when Willow casually mentioned European History as one of the classes she'd be taking this semester.  Willow had figured out how to obtain the blood she'd need for Spike's payment.  She knew he wouldn't be able to resist the lure of human blood.

Then had come the `big weekend.'  Before classes started for the semester Willow had gone down to LA to visit Cordy and Angel. Cordy had taken one look at the redhead and immediately made an appointment with her hair stylist.

He had oo'd and ah'd and wondered *who* could have just chopped at her hair so, then made soft layers and added highlights that made Willow's red hair shimmer.  While she was there Willow had received a facial, a manicure and a pedicure.  Her toe nails were now polished blood red.

But then the real torture began.  Cordy took her shopping. Willow would rather have spent 100 years in hell with Angel.  She took one look at Cordy's hot outfits and paled, hoping Cordy didn't expect her to wear something so...revealingly sexy.  But Cordy was nothing if not smart.  They settled on small changes.  The key word, Cordy emphasized, was `subtle'.

Willow's baggy jeans were traded in for form fitting; her heavy, bulky sweaters were swapped for something lighter and more feminine; long skirts became a little shorter; long-sleeved shirts with high collars were replaced with sleeveless blouses, tasteful tank tops and halters; and sneakers turned into boots with short heels.

And thus, phase one, the transformation of Willow, was brought to a successful conclusion.  Willow the geek had left Sunnydale on Friday.  Willow the would-be-seductress had returned.

***

Today she wore a pair of green jeans that hugged her curves with black boots and the sweater Anya had noticed.  It was touchably soft with long sleeves and a v-neck in a burnt orange that complemented her complexion.  She had accessorized it with a gold chain around her neck, small gold hoops at her ears and a gold watch.  She knew she looked hot...`cause Cordy had said so!

She had been a little disappointed when Spike hadn't noticed her new outfit immediately, but he was a guy, and guys rarely noticed those things.  Besides, she reminded herself, they had been going for subtle so Spike, and the rest of her friends, *wouldn't* notice a dramatic change.  But it looked like he noticed now, Willow thought with a purely female satisfaction.

~Part: 3~

That night Willow hacked into the hospital records as soon as she got back to the dorm room she normally shared with Buffy, except for nights like tonight when she was with Riley, and set up her out- patient account.  She called the hospital the next day and asked when she could pick up her first pint of blood.

Due to their antiquated computer system it would take two days to process the computerized request.  Willow could pick up her first pint on Saturday.  She set up her scheduled pick-ups for every Tuesday and Friday thereafter.

Willow arrived at Giles' apartment on Thursday evening before the other's showed up for research.  She brought a textbook and a copy of the class outline for Spike.  She explained to him that she had hacked into the hospital's records and he would be receiving his first pint of blood on Saturday, and then on Tuesday's and Friday's after that.

Willow's class met on Monday's and Wednesday's.  They agreed that at first they would meet every day, starting the next night, for an hour just before the gang met for research, until they determined whether they actually needed to meet that often.  Although, Willow was quick to point out, she was pretty sure they'd need to meet at every available opportunity if she was going to do well in the class, blushing as she told the fib.  Lying was something she was going to have to work on, she decided.

***

Willow was nervous when she showed up for research on Friday.  She had read the chapter and drafted the essay which was due Monday.  Spike reviewed the essay, making notations on the paper as he read, while Willow watched apprehensively.  When he was done he looked up at her.

"Well?" she asked.  She knew she was smart, but she'd never shared her work with Spike and, even though he was supposed to be tutoring her, she wanted him to be a little bit impressed.

"It was good," Spike slid the paper over to her and Willow grabbed it up to review his comments, "but it could be better." Thankfully he hadn't actually written as much as it looked like from where she sat.  He had found a couple of typo's, which Willow hated, and suggested some additional points she might want to address.

"Wow," she said when she looked up.  "That's, um, those are some really good ideas.  Thanks."  Spike just shrugged.

"It's what you're paying me for, ain't it?" he asked indifferently.

"Yeah.  Thanks anyway," Willow smiled as Spike tried to shrug off her compliment.  She pulled out her laptop and revised the essay, then turned it around so Spike could read it off of the screen. Before he was finished his eyes darted toward the door.

"Slayer," he said as he pushed the laptop back over to her.  "I'll finish it tomorrow."  Willow nodded as she stuffed her history text into her book bag and closed the document on her screen.

***

On Saturday Willow stopped by the hospital on her way to Giles' apartment and picked up her first pint of blood.  All she had to do was show them a copy of her birth certificate, since she didn't have a driver's license, and sign for it.  She went to the bathroom, sliced the bag open and dumped it into the empty styrofoam coffee cup she carried, then dumped the bag and left the hospital.  When she arrived at the apartment it was dark and seemingly empty.

"Spike?" she called out for the vampire.

"Right here, pet," Spike came walking down the hallway wearing only a pair of jeans, having just taken a shower.  Willow could only stare as he ran a towel through his hair.

"Something wrong?" Spike asked as he tossed the towel over his shoulder.

"Hmm?  Wrong?  Oh!  No!  I, um, I brought you blood," Willow swallowed hard as she held the cup out.  Spike just stared at it.

"Um, Spike?" Willow tried to get his attention.

"Human?" Spike asked.

"Yes," Willow began, "just as we," Spike grabbed the cup out of her hand, "agreed," pulled the top off and began to drink it down.  "Don't you want to warm it up?" she grimaced at the imagined taste of cold blood.

"Not this time, luv," Spike said after he had drained the cup and licked his lips.  He closed his eyes, reveling in the taste of human blood on his tongue.  When he opened his eyes they glowed amber for a moment before fading back to blue.

Willow felt her stomach flip flop at the look on his face. He looked...joyous, ecstatic.  What she wouldn't give to have him look at her that way, to have that look on his face be because of her.  When Spike opened his eyes Willow realized that she needed to move, look away, before she did something that made him suspicious.

She walked over to the table and dropped her book bag on it, pulled out her laptop, the history book, a pad of paper and a pen.

"So," she tried for casual, "where's Giles?"

"Said something about the library...or the book store...or...something," Spike's voice came from the kitchen where he was rinsing the blood out of the cup so it wouldn't smell, before throwing it in the trash.  He took a long look at the pink water sloshing around in the cup, shrugged his shoulders, diluted human blood had to be better than straight pig's blood any day, and drank it before tossing the cup.

When he joined her at the table to finish reviewing her revised essay from the day before Willow handed him a stack of folded bills.

"What's this for, luv?" Spike asked as he unfolded the money.

"Your cigarettes," Willow told him.  "I, um, I would have bought you a carton, but I don't have any i.d., except for my college one, and they won't accept that.  You need a driver's license or something," she was babbling, "and I know you probably don't have one, but you smoke, so you must be able to get them.  Right?"

"Uh, right," he pocketed the cash. "Thanks."

"N-no problem," she looked down at the book she was holding upside down.  "Don't you want to put your t-shirt on?"  Spike stood up and walked around the table.  He took the book out of her hands with a smirk and turned it around, then walked back down the hallway to get his shirt out of the bathroom.

"Shoot!" Willow swore under her breath, scrunching her nose all up.

***

On Sunday they reviewed the chapter Willow had read the evening before on the Christianization of Europe.  Spike told Willow to give him an overview of what she had learned.  Willow started speaking, only to be interrupted almost immediately by Spike.

"Bollocks!" he said with a wave of his hand.  "This textbook is all hog wash," he claimed.

"Why do you...?"

"`Cause the winner gets to write the history books, luv," he stated emphatically and then began his lecture.  Willow sat back to listen.  She loved the sound of his voice, especially when he was being so passionate.

"...and the druids weren't evil.  They were learned men...and therefore a threat to Christianity," he finished.

"I agree," Willow nodded.

"You do?" Spike furrowed his brow.

"Jewish wicca, here," she reminded him.  "I've done a little bit of reading about the druids, you know, for background and stuff."

"Have ya, now?"  She nodded.

"How, um, how do you know all this stuff?" she asked.  Spike snorted and then was silent for a moment.

"William, that wanker, was a scholar," he stood up.

"Was William a teacher?" Willow asked as he moved away from the table.  Spike glared at her without answering.

"Moron and demon-girl are coming," he finally said before turning away.

***

On Monday Willow and Spike finished going over the chapter and started on the homework assignment which was to prepare twenty multiple choice questions.  Willow giggled gleefully as she scoured the chapter for possible questions.  When she found one she would discuss it with Spike, they would come up with the answers together and Willow would write them down.  Spike was almost impressed with the evil vibes the good witch gave off at that moment.

On Tuesday Willow picked up the second pint of blood and transferred it to a coffee cup before heading for Giles' apartment. She found herself nervously anticipating Spike's reaction to the blood.  Or, rather, her reaction to his reaction.  She knocked on the door and then pushed it open, walking into the apartment.

"Hi, Giles," she called to the Watcher who was sitting in the living room reading one of his demonology texts.  "You reading for fun or do we have a crisis brewing?" she teased as she set her book bag on the table.

"Ha, ha, for fun.  And, hello to you, too, Willow," he replied.  Spike suddenly sat up on the couch and ran a hand through his hair, mussed from sleep.

"Holy...crap!" Willow cried out as she jumped and almost dropped the blood.  "Geez, Spike, I didn't know you were there! Here, have some...uh, coffee," Willow held the cup out to him, "it looks like you could use it."

"Watcher knows," Spike said as he swung his feet to the floor, not too sleepy to enjoy the sound of the blood pumping through her body.

"Knows what?" Willow asked as she watched his graceful movements.

"`Bout the blood," Spike replied as he stood up and reached for the cup.

"Oh!" she almost dropped the cup again when Spike's fingers brushed hers.  "Uh, how?"

"Was suspicious o' why I'd help ya with yer studyin'," Willow felt butterflies in her belly at the pronounced accent in his tired voice.

"And so you just...told him?" Willow asked.

"Yeah," he removed the cover and sniffed at the blood.

"And he's okay with it?" Willow looked around Spike to Giles.

"Spike told me how you're getting the blood and, since no one's dying, and unless we have a sudden blood shortage, I see no problem with it," Giles told her.

"Oh, good," she tried to smile at him, then looked back at Spike.

"Think I'll heat it up this time," he turned toward the kitchen.

"Good idea!" Willow said as she turned toward the table.

"Don't wanna watch this time, Red?" Spike teased.

"No, that seemed kind of...personal," Willow said.

"Well," Spike said from the kitchen as he placed the cup in the microwave, "feeding is, or rather, was, a very...intimate act. Much like sex."

"I really didn't need to know that," Willow muttered as she pulled out her book and sat down to finish the homework assignment.

***

They worked for an hour preparing and then typing the multiple choice questions, until Spike lifted his head and said, "Slayer's coming."

Willow slid her history text and notebook into the book bag and saved the document on her laptop before closing it.  She finished the bottled water sitting in front of her then walked into the kitchen to throw it out and get a fresh one.  She was just walking out of the kitchen when Buffy walked in the front door.

"Hey, Buff," Willow greeted her friend.

"Hey, Will!  Uh oh," she looked at Giles sitting in the corner with his book, "are we in trouble or...,"

"No," Willow shook her head, "it's just for fun."

"Whew!" Buffy smiled at her frowning Watcher.  "Hi, Giles!"

"You're both very funny," Giles responded dryly and both girls laughed.

Xander and Anya arrived soon thereafter and the six of them gathered around the table.  Since there was no specific evil to research, they read to familiarize themselves with different types of demons and to uncover any rituals or prophecies they could, preferably *before* they happened.

When it was time for patrol Buffy and Giles gathered their weapons.  Willow closed her laptop and pulled her stuff together. Xander and Anya offered to give her a ride back to the campus and Willow accepted.

"Bye, Spike," Willow gave a little wave as she took one last look at the blond vampire behind her and walked out the door.  She smiled to herself.  She couldn't wait to get back to her room and e- mail a progress report to Cordy.

~Part: 4~

It was Friday night.  Another week and a half had gone by and Willow, although not as far along as she'd hoped to be, was feeling optimistic.  She hadn't made *great* strides, I mean, Spike hadn't thrown her up against the wall and kissed her, but she felt that she knew him a little bit better now.  And at least he didn't frown anymore when she walked into the apartment!

The goal of phase three was to make the blond vampire notice her, not as the Slayer's friend, but for herself.  She had a new hair- do and a new wardrobe, both designed to make her look more like a young woman than a girl, and she had a reason to spend more time with Spike without Buffy and Xander there to antagonize him.

She wasn't stupid.  She knew she was no great beauty and didn't expect him to take one look at the new Willow and fall at her feet.  Though, she wouldn't mind if that had happened, she laughed at herself.  She just wanted a chance to get to know him better, a chance for him to get to know her.  To maybe become friends. Ultimately, she hoped for more, but friends would be a welcome change from their current relationship.  Which wasn't!

With that in mind she attempted to engage Spike in conversation that had nothing to do with European History. Everything from small talk about her day or the weather to telling him personal stuff about herself and asking him questions about himself.  Her favorite color, what kind of music did he like, things like that.  Spike would give her a strange look as he listened to her babble or answer her questions impatiently and move them back on topic.

Willow wasn't sure how long she could retain her optimistic attitude, but Cordy had reminded her just last night that Spike was a 126 year old vampire who had been abandoned and betrayed by his sire, dumped by his lover of over 100 years and, most recently, shackled by the chip.  He was not only set in his ways, he was bitter and angry and had major trust issues.  Not to mention the fact that, not two months ago, Willow would have been dinner.  Asking Spike to make the jump from dinner to friend in only two weeks was asking a lot.

And Willow understood all of that.  Intellectually.  It was just hard on her heart.  That evening, Willow showed up at Giles' apartment with renewed determination.  She knocked lightly on the door and then pushed it open and walked in.

"Hi, Giles, Spike!" she smiled and gave a little wave to the two men in the apartment as she closed the door and crossed over to the table.

"Hello, Willow," Giles looked up briefly from the book he was reading.

"Red," Spike nodded in acknowledgment as he stood from the couch.  Yep, he sure seemed glad to see her!  Willow had the insane urge to giggle as she set her book bag down on the table and pulled out the bag of blood that she had stopped transferring into a coffee cup since she didn't need to hide it from Giles anymore.

Spike took the bag from her without a word and disappeared into the kitchen.  Willow pulled out her book, a pad of paper and a pen, then sat down and opened her book to the current chapter.  She pulled over the pad of paper and pen, then looked up at Spike as he walked back into the room with a mug in his hand.

"Multiple choice tonight," she smiled in anticipation.  Spike just shook his head and rolled his eyes as he opened his own book.

They both reviewed the chapter, calling out suggested questions which they would discuss and come up with possible answers for, and then Willow would write down.

Out of the blue, Willow said, "Do you need clothes?"

"What?" Spike looked up at her, confused by the question.

"I just, um, have only seen you in the one outfit," she pointed at him, "and, well, maybe you have several pair of that outfit, and I don't know how you used to get new clothes," at the evil glint in his eye she hurried on, "and I don't really think I want to, but I figured that if you needed another set of clothes, or anything, I could pick it up for you, at the mall, or, whatever," her voice trailed off as she stared at him hopefully.

"What do you think you're doing?" he finally asked.

"Wh-what do you mean?"

"Offering to buy me clothes, what's that?"

"J-just being polite," Willow said.

"Polite is saying `hi' when you walk into the room, not offering to buy me clothes, pet," Spike said.

"Well, alright, then, Mr. Semantics, I was just being, uh, friendly," Willow replied.

"Friendly?"

"Yes!"

"We're not friends, luv," Spike smirked at her.

"Doesn't mean we couldn't be," Willow insisted.

"No, we could never be friends, pet," Spike said with finality.  Willow just looked at him sadly.

"That's too bad,"she answered, her voice soft and low.  "I could be a really good friend," she closed her book.  "I, um, I don't really feel like studying anymore.  Excuse me," she stood from the table and walked slowly to the bathroom.

Bloody hell, Spike leaned back in his chair and closed his eyes.  He hadn't meant to make the witch cry!  And why did he even bleedin' care?  He pushed his chair back and stormed outside for a cigarette.  Giles watched Spike go over the top of the book he was reading, then glanced at the hallway down which Willow had disappeared.

Willow closed the door and leaned against it.  I won't cry, I won't cry...shoot, I'm crying!  She took a deep breath and blinked her eyes quickly, as if that would stop the tears.  Walking over to the sink she splashed cold water on her flushed face and looked in the mirror.  She couldn't go out there looking like this.

Willow sat on the floor and took several deep breaths and then did a calming spell she had learned recently.  When she was finished she stood, took one last look in the mirror, brushed her fingers through her hair, and walked back out to the living room.

Spike leaned against the wall and lit a cigarette, taking a long, deep, calming drag.  He blew the smoke out and watched it disappear.  He was the big bad.  He didn't need any friends.  Didn't want any friends.  Especially not a bleedin' human girl.  And a good witch, at that.  He tossed the burning cigarette into the fountain and turned back toward the door.  That's right, the big, bloody bad.

Willow appeared out of the hallway at the same time Spike slipped back into the apartment, but she didn't look his way.  She walked over to where Giles was sitting.

"What are you reading?" Willow asked him.

"I found a prophecy," Giles looked up at her, his eyes shining with excitement, "however, the translation seems to be incorrect...or incomplete.  I haven't been able to determine which, but I'm going to attempt to translate it myself."

"Need any help?" Willow asked.

"Done studying?" Giles asked, pretending he hadn't seen...whatever it was he had seen.

"Yeah, all done," Willow moved her lips in what Giles supposed she meant to be a smile and nodded her head.

"Then sit down," he sat up and moved his feet off of the foot stool, "and take a look at this."  Willow sat down on the stool and took the book out of his hands.

"I believe it's ancient Etruscan," he stood up and moved to one of his many book shelves, "and some...where," he perused the books on the shelf, "I have a dictionary.  Aha!" he pulled a book off of the shelf and opened it.

"Yes, this is it.  Spike, are you familiar with ancient Etruscan at all?" Giles looked over at the blond vampire who had seated himself on the couch and was watching Willow.

"Hmm, what?" he looked up at the Watcher.  Willow was wearing a halter top.  A red halter top.  A red halter top that left her entire back bare and Spike had been entranced by her pale, white skin and the tiny freckles that dotted it.

"Ancient Etruscan, know it?" Giles repeated.

"A bit.  Why?"

"Got a bit of translating you can help us do," Giles said and Willow's head shot up.

***

After research Buffy and Giles got ready for patrol and Willow packed her book bag.  Xander and Anya gave her a ride back to the dorm.  When they dropped her off Willow hurried up the steps, then turned and waved goodbye.  She ran inside the building and then Xander pulled away.

Willow raced up the stairs and into her room.  She dropped her book bag on the bed and picked up the phone to call Cordelia at the same time she pulled out the bus schedule she'd picked up last time she went to L.A.  She tried Angel Investigations first, hoping Cordy would still be there.  The phone rang five times and just before the machine picked up the line was answered.

"Hello, Angel Investigations, we...,"

"Hey, Cordy, it's me, Willow," Willow said.

"Willow, hi!  How are you?  How's it going?" Cordy asked eagerly, barely giving Willow time to answer.

"Well, you know, I, um, think I need a pep talk," Willow said.  "Can I, um, can I come down for the weekend?"

"Of course!" Cordy cried.  "We'd love to see you!  When?"

"Well, there's a bus leaving Sunnydale for L.A. at eleven- thirty tonight, but I'd need someone to pick me up at the bus station at one-thirty.  If that's too late I can come in the morning," Willow said.

"No!  Come right away!" Cordy encouraged her.  "One of us will be there to pick you up."

"Are you sure?" Willow asked.

"Willow, come," Cordy said firmly.

"Okay, I'll see you in a couple hours.  Bye, Cordy.  And, thanks," Willow said.

"See ya, Willow," Cordy said and they both hung up.

Willow packed a bag and re-packed her book bag.  She left a note for Buffy, slung both bags over her shoulder and headed for the bus station.

***

"What's wrong with Willow?" Angel asked after Cordy had hung up the phone.

"Geez, Angel, stop sneaking up on me!" Cordy grabbed her chest then slapped Angel's arm as the corners of his mouth turned up in amusement.

"Sorry."

"Yeah, right," Cordy said as she turned back to her computer.

"So, what's wrong with Willow?" he repeated.

"Just guy trouble," Cordy said as she used the mouse to move her into another site.

"Guy trouble?" Angel asked in surprise.

"Yeah.  Why?  You don't think Willow could have guy trouble?" Cordy turned on him, still concerned for her friend.

"No, that's not it at all!  Just...surprised she'd talk to you about it," Angel said.

"Alright, Mr. Tact, spit it out," Cordy resigned herself to having this discussion.

"I didn't think you were friends," Angel said as he sat on the edge of her desk.

"She was just down here two weekends ago," Cordy reminded him

"Yeah, I was kind of surprised about that, too," Angel said.

"Well, we are friends.  We're not in high school anymore, we're not living in the same hellish, and I mean that literally, town, and we're not in love with the same guy.  Sort of changes your perspective," Cordy told him.

"In love with the same guy?" Angel's brow creased in confusion.

"Yeah, tall, dark and goofy," Cordy replied.  "Xander!" she said at Angel's perplexed look.

"You were both in love with Xander?" he asked.

"Were you even *in* Sunnydale last year?" Cordy asked.  "Oh, no, that's right, you and Buffy were in your own little world.  Who'd you think I was talking about, you?"  Angel looked embarrassed.

"Of course not," he got up and walked into his office and shut the door.

~Part: 5~

Cordy picked Willow up at the bus station with Angel's car, since she didn't have one of her own and Angel didn't want them walking in the dark.

"So, what's up?" Cordy asked, trying to sound casual, though she was dying to know why Willow had come to L.A.

"I need a pep talk," Willow told her.

"What happened?" Cordy asked.

"I'm not sure this is going to work," Willow said sadly as she looked out the window at the passing scenery.

"Oh, Willow, why not?" Cordy asked in concern.

"He said we'll never be friends," Willow admitted.

"Oh, Willow, that must have hurt," Cordy sympathized.

"I offered to do something for him.  And he asked why.  I told him I was just being friendly.  That's when he said...said we'll never be friends.  Am I a fool," Willow asked, "to think he'll ever look at me as...anything?"

"No, Willow, no!  I know you're hurting right now," Cordy took her eyes off of the road long enough to put her hand over Willow's, "but you know he does that.  You told me yourself that he says hurtful things to keep people away from him, to make up for what he sees as his...his inadequacies as a vampire...,"  Willow started to laugh.

"What's so funny?" Cordy asked.

"`His inadequacies as a vampire'?" Willow repeated with a grin.  "You sound like some...radio talk show...sex therapist or...something," she said.

"So, what are you going to do?" Cordy asked with a smile of her own.

"I don't know," Willow said.  "I don't know how I'm going to be able to face him.  I didn't tell you the worst part.  I sort of...cried...not right in front of him, but he had to know," she admitted.

"You do whatever makes you comfortable, Willow," Cordy said.  "But I want you to know that you are the strongest person I know.  I think you should go back there and show him you don't care what he thinks, you're gonna be his friend anyway!" Cordy slapped the steering wheel and Willow laughed.

"Really?"

"Uh huh!  And you know what else you need?" Cordy asked with a big smile.

"Uh, just the pep talk," Willow said.

"You need to go shopping!" Cordy told her.

"No, really, I just needed the pep talk," Willow assured her.

***

Willow called Giles the next day and told him that she as in L.A. and wouldn't be back until Sunday night.

"So, I'll see you for research, then," she said just before they hung up.  Giles understood her unspoken message and turned to the blond vampire after he had hung up.

"Willow won't be here this weekend for tutoring," he said.

"So I gathered," Spike answered, attempting for indifferent.  "Where is she?"

"She went to L.A. to visit Cordy and Angel," Giles said as he picked his book back up.

L.A., Spike thought.  She went to L.A. to see the bloody poof.  Didn't matter.  Not like he was looking forward to seeing her or anything.  Not as if he liked hearing her talk, or the way she brushed her hair off of her neck, or the way she listened to him when he had something to say.  He got what he wanted.  No one to bother him.  No one to depend on him for anything.  No one to depend on. Need.  Leave you.

He remembered Willow's smile of greeting when she had arrived at the apartment the night before.  She'd actually been happy to see him.  Well, he wouldn't have to worry about *that* nonsense anymore, would he?

***

Willow and Buffy burst through the door to Giles' apartment Sunday night in a fit of giggles.

"She did not!" Buffy insisted through her giggles.

"Did so!  I swear!" Willow insisted right back.  "Hi, Giles," she called to the bemused Watcher.

"Hi, Giles!" Buffy added as she took off her jacket.

"Hello, ladies," Giles greeted them.  "How was your weekend, Willow?" he asked.

"It was great!" she said as she removed her new jacket. Brown suede that came to her waist.  Cordy had stuck to her guns and taken Willow shopping, insisting that splurging would make her feel better.  And Willow did feel better.  But she wasn't sure how her parent's were going to feel when they got the credit card bill for all the `splurging' she'd done in the past three weeks.  `Cheaper than therapy' Cordy had told her with a smile when Willow voiced her concern.

"It was nice to see Cordy and Angel again," she added and both Buffy and Spike stiffened.  Buffy moved over to Giles' side and looked over his shoulder at the book he was reading.

"So, bad news?" she asked with a half-smile.

Willow walked over to the couch where Spike was sitting and he looked up at her.  She was wearing a pair of blue jeans that hugged her curves, a soft, green sleeveless, waist length sweater with a round collar, and brown, low-heeled boots.  Her hair was pulled back in a clip at her neck.

"Hello, Spike," she said with a small smile.

"Red," he attempted indifference.

"Here," she pulled a folded piece of paper out of her pocket and, with a surreptitious look at Buffy, handed it to him.  "My essay for Wednesday.  Could you look at it so we can go over it tomorrow?"

"Wasn't sure you'd still want me ta tutor ya," he couldn't hide the look of surprise that crossed his face.

"You don't need to be my friend to tutor me, right?" Willow replied with a small lift of her lips that might have been a smile.

"Right," Spike said and Willow walked back over to join Buffy and Giles at the table.

Spike closed his eyes and swallowed.  His hand shook as he unfolded the paper.  He didn't read it, just looked at her handwriting, pausing briefly to wonder why she hadn't typed it.  You could tell a lot about a person from their handwriting, you know. Willow's was all soft loops and rounded curves, just like her.  He folded the paper back up and stuck it in his pocket.

***

Willow showed up Monday night for her hour with Spike and they continued as if nothing had happened.

"Hi, Giles.  Hi, Spike," she breezed through the door with a bright smile and a greeting for the two men.  She sat her book bag on the table and began emptying it.

"Hello, Willow," Giles said as he raised a cup of tea to his lips.

"Red," Spike said as he rose from the couch and walked over to the table.  He held the piece of paper she'd given him the night before out to her and Willow reached out to take it.  If her hand shook a little bit when her fingers brushed his, Spike never noticed it.  He felt as if he'd been burned and jerked his own hand back.

"Thanks," Willow smiled at him before looking down at his comments.  Her brow furrowed in concentration as she read and once or twice she nodded her head in understanding.

"Oh, that one's good!" she looked back up at him with shining eyes and another smile.  Cor, Spike thought, didn't she ever run out of those?

"Thanks," she said again as she sat down and flipped the cover up on her laptop.  While Willow got to work typing in the revised essay Spike went into the kitchen to heat up a mug of blood. When he came out Willow was humming to herself as she happily typed away.

Spike sat at the table and pretended to read as he watched her type.  When she was done she saved the document and turned the computer around so he could read it.  Spike pulled the computer over and stared at the screen.  Willow watched him read in anticipation.

"Uh, how do I move down again?" he asked when he got to the bottom of the screen.

"Arrow keys," Willow said and Spike looked down at the keyboard.  Willow stood, leaned over the table and pointed.  "Just push the down arrow key...there."

"Mmm, right," Spike glanced up at Willow and froze.  Bloody hell!  When did the little chit get breasts?  He forced his attention back to the keyboard and tapped the down arrow key a couple of times.  The page moved up and he continued to read, thankful that the witch was now sitting back in her chair.

"Good," Spike said with a shaky nod after he finished reading the essay.  He slid the computer back across the table and Willow received it with a smile.  She closed the document and set the computer aside.  She pulled out her class outline, checked off the assignment she had just finished and looked at the next reading assignment.

Willow checked her watch.  Still about a half hour until the others would start to show up for research.  She grabbed a highlighter and opened her book, settling back in the chair to read the next chapter.  Spike leaned back, closed his eyes, and took a deep, unnecessary breath before flipping open the magazine he'd been reading.  He'd already read the next chapter, and the three after that.  Not like he had anything else to do all day, he told himself.

The next day Willow showed up with a bag of blood.  Giles said that Spike was in the shower, so she dropped her book bag on the table and went into the kitchen to heat it up for him.  Spike was just walking past the kitchen when the microwave dinged.  He stopped and watched Willow as she opened the bag and poured it into a mug.

The scent of warm human blood filled his nostrils and he stepped into the kitchen.  Willow turned around with the mug in her hand and jumped when she saw him.  Spike automatically reached out for the mug, afraid that she would spill it, and his hand touched hers.

Willow's hand shook and Spike felt an electric charge run through his fingers, into his hand and up his arm, but he refused to let go of the mug.  Willow finally pulled her fingers free and took a step back.  She clenched her fingers into a fist and held them behind her back, trying to stop her hand from shaking.

"S-sorry about that," she said, "almost spilled your blood." Then her face scrunched all up.  "Wait a minute.  You scared *me*! Would have been your own fault if I dropped your blood!" she slapped him on the arm as she walked past him and out of the kitchen.

Spike closed his eyes, held the mug to his face and breathed deeply, letting the scent of human blood replace the scent of Willow in his nostrils, then took a drink.

***

Another two weeks went by and Willow couldn't figure Spike out.  Some days she got the feeling that he was actually glad to see her, but most days he seemed the same, cool and distant.  On occasion she would glance up from her reading or typing to find Spike staring at her.  He'd look away and they'd both pretend that nothing had happened.  Not that Willow knew what was happening.

Spike found himself looking forward to seeing Willow.  He began to listen for her, staring at the door if she was even a minute late.  He enjoyed her company.  The sound of her voice, the scent of her skin, her smile, the way she looked right at him when she spoke, as if she wasn't afraid to see him.

But it wasn't possible.  That he could befriend the little witch.  They were too different.  He was an evil vampire, a killer, no matter the chip.  She was the good witch of Sunnydale, best friend to the Slayer.  So he kept his distance, physical and emotional, when she was around.  And if he found his lips turning up in a smile, he quickly turned it into a scowl.

But that all started to change, if it hadn't already.  The day she told everyone he saved her life, but she really saved his.

~Part: Six~

It was a Wednesday night and Buffy and Giles were getting ready for patrol.  Since Xander and Anya hadn't come to the research party this evening and, therefore, weren't available to give Willow a ride home, Buffy told Spike to walk her home so she wouldn't have to wait up for Buffy to get back from patrol.

"Th-that's alright, Buffy," Willow said.  "I can wait for you."

"`S alright, Red," Spike said, "I'll walk ya."

"Okay," Willow reluctantly agreed as she closed her laptop and slid it into her book bag.

"And make sure she gets home safe!" Buffy threatened as she and Giles headed for the door.

"Sod off, Slayer," Spike retorted.  "Ready, pet?" Spike looked at Willow.

"Yeah," she stood up and pulled her jacket on, then threw her book bag over her shoulder.  She figured she knew why Spike was willing to walk her home.  So he could get rid of her quicker. Willow was quiet as they walked out of the apartment and up the courtyard stairs.

Spike lit a cigarette as soon as they were outside.  He needed the soothing feeling of pulling the smoke into his dead lungs and expelling it.  Plus, he needed something to do with his hands. The witch was quiet and he wondered why she wasn't chattering a mile a minute like she usually did.

They'd barely made it a half a mile from the Watcher's apartment when two men stepped out of the shadows.  They wore dark clothing, had masks over their faces and knives in their hands.

"Give us your purse and your wallet," one of the men said.

"You have *got* to be kidding," Spike looked up at the night sky as he stuck the cigarette between his lips.  "Don't think the Slayer had this in mind, do ya, Pet?" he asked as he blew the smoke out.

"Probably not," Willow swallowed hard as she looked at the knife blades.

"Get behind me, Red," Spike said as he crushed the cigarette out under his booted foot.

"No, Spike, you can't..!" Willow cried as she tried to move in front of him.  Spike grabbed her arm and pushed her behind him.

"Come on, mate," he waved his hand at one of the muggers. One of the *human* muggers.  The man rushed him and Spike kicked out at him, then cried out and went down to his knees as the chip kicked back.  The man hit the ground and his friend ran at Spike, who barely managed to stand and knock his arm away with a chop block, breaking it.

Spike screamed, grabbed his head and went down again, hard. Willow grabbed his shoulder to steady him and then looked over at the two men.  The one was still on the ground cradling his broken arm, but the one Spike had kicked was getting back to his feet.  Willow was so scared she almost couldn't breathe.  She had to do something, but what?

She closed her eyes and chanted, one hand held out toward the two men.  When Willow finished they both looked at her with eyes that went blank just before they rolled up into their heads.  They both fell back onto the ground, asleep.

Oh, goddess, she thought, it worked!  But she didn't know how long they'd stay asleep, so she and Spike had to get out of there.

"Spike," she knelt beside the blond vampire, "Spike, we need to get out of here."  He didn't respond.  "C'mon," she grabbed his arm and tugged.  Spike struggled to his feet, then fell against her, almost knocking her over.

Willow kept looking over her shoulder during the twenty minutes it took her to get Spike back to Giles' apartment.  She helped him out of his duster, then lay him on the couch.  She turned the light at the end of the couch on so she could see him, but he moaned in pain and covered his face, so Willow turned it back off.

"Spike," Willow knelt on the floor next to him and brushed her fingers through his hair.  "Spike, I'm so sorry."  She wished she could do something for him, something to ease the pain.  Suddenly she wondered if a healing spell wouldn't work on him, to at least dull the pain a little bit.

She placed her hands on either side of his head, closed her eyes and chanted softly.  When she finished she opened her eyes and looked down at him.  His eyes were little slits.

"Does that feel any better?" she asked.  He gave a slight nod.  Willow leaned down and held his head to her chest.  "I'm so sorry," she whispered again, rocking a little as she held him.

Spike smelled the scent wafting off of her skin and wished that he could rouse himself enough to open his mouth, stick his tongue out and lick her, to see if she tasted as good as she smelled, but it hurt too much to even think.

"You could probably use some blood," Willow finally pulled back, her hands still on his head.  "I'll go warm some up for you," she gave his hair one last brush with her fingers, then got up and went into the kitchen.

Before Spike realized she'd even been gone she was back.  She knelt beside him, lifted his head and held the straw to his lips so he could drink.  When he was finished she set the mug on the coffee table behind her and took his hand in hers, holding it, rubbing her thumb over the back of it as he closed his eyes and tried to sleep through the throbbing in his skull.

Willow had almost fallen asleep when Buffy and Giles came through the door.  She lifted her head from where she had been resting it on their clasped hands and looked at the blond over the back of the couch.

"Buffy," she spoke softly.  "Shh, Spike's hurt."  Buffy's first concern was for her friend.

"Willow, what happened?" she ran over to the couch and looked down on them.  "He doesn't look hurt," she said.

"His chip..," Willow began.

"His chip went off?" Buffy asked and Willow nodded.  "Then he deserves to be hurt," she turned to walk away.

"Buffy!" Willow yelled, forgetting about Spike's head for a moment in her frustration with her friend.  "You, you hypocrite!" she rose to her feet, Spike's hand still in hers.  "You!  You told him to protect me!  And he did.  And now he's hurt.  They, they were *muggers*, Buffy, with, with long knives and, and sharp looking, too, and do you think he wanted the chip to go off?  He knew, Buffy, he knew, when he pushed me behind him," Willow tried to blink away the tears, "that the chip was going to go off.  But he did it anyway. And now you say he deserves it?  Goddess, Buffy, will you *never* give him a break?"  Buffy looked at her friend in astonishment.

Spike's head felt as if it were splitting in two and Willow wasn't helping it.  But he didn't care.  He tried to open his eyes to see her, but the little bit of light in the room hurt his head, and, besides, there seemed to be two of her.  So he kept his eyes closed and imagined the fire.

"Do you think he'll give us a break when he gets that chip out?" Buffy asked.

"I don't know," Willow finally answered her.  "I don't know. But that's not now.  He, he came to us.  For help.  And he didn't have to do that.  He, he could have had his minions kill for him, but he didn't.  Goddess, Buffy, he's a master fu...a master vampire!  A master vampire!  Do you know what that means?  To have survived long enough to become a master?"

Willow's fingers squeezed Spike's tight as she spoke.  She looked away from Buffy and took a deep breath, then realized that she was clenching his hand in hers.  She unwrapped her fingers and gently placed his hand on his chest.  Willow looked at Giles as she walked over to the table and slipped her jacket on.

"I gave him some blood, but he'll probably need more.  Would you give him some before you go to bed?"

"Of course," Giles said.

"Goodnight, Giles," Willow whispered as she grabbed her book bag and left.

"Goodnight," he replied, then looked at Buffy.  "Are you going to let her walk home alone?"

***

Willow wasn't sure if Spike would be in any shape to tutor her the next night, but she wanted to see how he was doing, so she went over anyway.  She opened the door and slipped in quietly.  Giles looked up when he heard her and smiled.  Willow smiled back and gave him a little wave.

She sat her book bag on the table, took her jacket off and threw it over the book bag.  She walked over to the couch where Spike was sitting, his head leaning against the back, his eyes closed. Willow sat down next to him and he opened his eyes and looked at her.

"How do you feel?" she asked quietly.

"Better.  Thanks," he added after a moment.

"You're welcome.  And thank *you*," she replied with a small smile.  "I'm glad you're okay," she patted his arm tentatively. Almost as if she were afraid he would bite her, or pull away.

"Do you need some blood?" she asked as she stood.

"You offerin'?" he looked at her neck and Willow giggled.

"Offering to heat it up," she said with a bigger smile.

"Yeah," he said, "I could use some."  With the smile still on her face Willow looked over at Giles.

"Need anything while I'm out there?" she tilted her head toward the kitchen.

"Uh, yes, actually, you could warm this up a bit.  Thank you," he handed her his cup and saucer.  Willow took them from him and walked into the kitchen.  Spike closed his eyes and listened to her putter around, then opened them as she walked back into the room.

She had his mug in one hand, Giles cup and saucer in the other and a bottle of water tucked under her arm.  Willow handed Giles the cup and saucer, Spike the mug, then set her bottle on the coffee table.

"Don't move," Willow pointed at him.  "Oh, and don't say anything, either," she added as she walked over to the table.  She returned with her book, pad of paper, highlighter and pen.  She set the paper and pen on the coffee table, then sat down on the couch. She placed her feet against the coffee table, rested the book on her knees and began to read.

After a moment of silence Spike said, "Why can't I say anything?"

"`Cause I'm in a good mood," Willow replied without looking up, "and you'd probably just ruin it."

"Hey!" Spike protested, looking up sharply at Giles' snort of laugher.  "That's not funny!" Spike insisted with a whine and a frown.

"But altogether true," Giles said.

~Part: 7~

When Willow came over for tutoring now, she made it a habit to sit on the couch with Spike while Giles sat in the chair with his feet up on the foot stool.  She read, outlined and drafted her essays, and worked on the multiple choice questions from that position, only moving to the table to type her work into the computer.

Giles even began helping them think up answers to the multiple choice questions and it was more like a party than a tutoring session.  Willow would slap Spike's arm or elbow him in the side if he said something sarcastic or mean.  She chattered and Spike loved to listen to the sound of her voice.  And she smiled all the time.

Things toned down a little bit once the Slayer, the moron and demon-girl arrived for research, but Spike could still tell that Willow was, by turns, interested, annoyed or amused by his comments.

One night, when he was making fun of the Slayer's habit of whining and mimicking her `poor me' litany, Willow choked, then had to excuse herself from the room.  She ran to the bathroom where Spike was certain he heard laughter from behind the door.  He got up and moved from the table to the couch, the corners of his lips twitching.  He'd annoyed the Slayer and made the witch laugh.  His night was complete.

***

On a Friday night two weeks after Willow had saved his life, though Willow insisted that he'd saved hers, Spike, to his absolute horror, was introduced to movie night.  Willow suggested and planned the whole thing.

Instead of research that night, they were going to watch a movie.  Then they would all go on patrol like `old times' and come back and watch another movie.  Spike shuddered at the thought of spending so much time with the soddin' scoobies.

Willow showed up for tutoring as usual carrying an extra bag containing the movies and popcorn.  Xander was going to pick up pizza and soda.  As soon as their hour was up Willow repacked everything into her book bag and picked up the grocery bag.  She pulled the movies out and set them on the coffee table, then pulled the box of microwaveable popcorn out and headed for the kitchen.

While Willow was making the popcorn Xander and Anya arrived with the pizza and soda.  Xander left one six pack on the table and put the other in the refrigerator, then helped Willow carry out the two large bowls of popcorn.  Willow sat her bowl on the coffee table and handed Spike the mug of blood she'd heated up for him.

She walked over to the table where everyone was gathered, loading up plates with pizza.  Willow fixed two plates and stuck a can of soda under her arm.  She handed one plate to Spike, set the other plate and the can of soda on the coffee table, then picked up one of the movies.

As she was loading the movie into the VCR Buffy arrived.  She took off her jacket, fixed a plate and seated herself in the bean bag chair Xander had brought over one night and left, to Giles' dismay, in the corner of the living room.

Xander and Anya sat in the chair, their legs on the foot stool, and Giles seated himself on the couch opposite Spike.  Willow turned around with the remote in her hand and looked at the assembled group.

"Lights off?" she asked and there was a chorus of `yes's' back at her.  Giles stood and helped her turn off most of the lights, then they both sat on the couch and Willow started the movie.  After her pizza was gone Willow held the bowl of popcorn on her lap and the three of them reached into it.  When the movie was over she was laughing.  As she hit the remote to rewind the tape she slapped Spike's leg.

"Wasn't that funny?!" she asked rhetorically.

"Hilarious," Spike responded dryly.

"Oh, come on!" Willow couldn't believe he didn't think it was funny.  "Guys, tell him it was funny."

"It was funny!" they all yelled and Willow laughed again.

The six of them went on patrol and then returned to the apartment to watch the second movie.  Willow fell asleep and slid to the side so that her head was resting on Spike's arm.  When the movie was over he roused her before the Slayer could notice and she sat up, rubbing her eyes.

Her fingers automatically hit the button on the remote to rewind the tape and then she stood to help clean up the mess they'd made.  Xander and Anya drove Willow and Buffy to their dorm and the apartment was silent once again.  At one time Spike sought the quiet, now he missed the sound of Willow's laughter.

***

A couple of days later Willow sat on the couch next to Spike nervously picking at the seam of her jeans.  Spike watched her fidget until he couldn't stand it anymore.

"What's wrong, pet?" he asked.

"Hmm?  Oh, nothing.  It's just that...I need to ask you a favor," she said quickly.  He raised his eyebrows at her.

"Already doing you one favor, luv," he reminded her.

"Hey, that's not a favor!  I'm paying you good...blood...for that!" she reminded *him*.  Spike smirked.

"What is it?" he asked.

"Do you like, um, plays?" she asked.

"Depends.  Anybody die?"

"Very funny.  It's just that...I have tickets to the play the college drama club is putting on this weekend, but I, uh, don't want to go alone."

"Ask the Slayer," he suggested.

"She has a date," Willow replied.

"What about the moron?"

"And leave Anya home?  I only have the two tickets.  I suppose I could just give them to Xander," she mused, "and let them go."

"Then *you'd* miss it!" Spike argued.

"I know," Willow agreed, "but I won't go anyway if I have to go alone, so I might as well let somebody use them."

"I'll think about it," Spike said.  Willow beamed.  "I'm just *thinking* about it!"

"I know," she smiled again.

Bugger, Spike thought.  He knew he was going to say `yes' even though he also knew it was a really bad idea.

***

Spike showed up outside the hall where the play was taking place to meet Willow after the sun set.  He surveyed the crowd of people outside the building until he saw red hair.  He moved in that direction until he was finally close enough to see Willow.  She wore a pair of black lycra stirrup pants tucked inside short, black boots and a red, short-sleeved sweater with v-neck that ended at her waist.

As Willow turned this way and that looking for him in the crowd Spike got a good look at her nice, tight bum.  He stepped up behind her with hands itching to touch her, but instead said, "Hello, pet."

Willow jumped, let out a little screech, then turned around and slapped him as he laughed at her.

"That's not funny, Spike!"

"Yeah, it is!" he replied with another laugh as he took her arm and led her toward the building.  "You look nice, Red," he said, looking at her sideways.

"Thanks," Willow smiled as she gave him an elbow to the ribs.  "You don't look so bad yourself," she said after she looked him over.

After Spike had agreed to go to the play with her he told Willow that he only had his black jeans and black t-shirt to wear so she offered to either take him shopping or pick something up for him.  He shuddered at the thought of entering a mall, so asked her to pick something up for him, then handed her a wad of cash.

"Where'd you get this?" Willow asked as she straightened the bills and counted the money.

"From you.  Haven't needed ta spend it on smokes," Spike shrugged.

"Really?" Willow was amazed since it seemed like Spike always had a cigarette in his hand every opportunity he got.  "How much of it do I get to spend?" she asked breathlessly.

"How much do you need to spend?" Spike asked worriedly, not liking the look on her face.  "I thought you weren't one of those birds what got off on shopping," Spike said.

"I'm not," Willow said, still staring at the money, "for myself," she looked up at him with bright eyes.

"Maybe I should go with you, after all," Spike held his hand out for the cash.

"What's the matter, Spike, don't ya trust me?" she giggled evilly. "When do you want to go?" she asked.

The next night Willow begged off of research so Buffy wouldn't catch wind of their plans.  She showed up at Giles' apartment complex just before sunset and waited for Spike who met her as soon as the sun set.  Together they walked to the mall.

Willow took him into a couple of stores and they picked up a pair of blue jeans, which Spike only got because Willow batted her eyelashes at him and said `pretty please' and another pair of black, two t-shirts, one light blue and one black, a pale green long-sleeved top, a blue button-up shirt and a couple pair of socks.  As they stood at the checkout Willow surveyed the clothes they carried.

"Uh, Spike," she blushed, "don't you need any, uh, other, um, under...clothes?"

"Don't wear any other...underclothes, luv," Spike smirked and Willow blushed even more.

"Oh," she croaked.

When they were done shopping Willow introduced Spike to the food court and then they walked back to Giles' apartment where they dropped off the shopping bags before Spike walked Willow to the dorm.

"See, you did need me to go to the mall for you.  Or, at least, with you," Willow teased as she poked his arm.

"Don't remind me," Spike groused.

"Hey!" Willow smacked him.

"I meant the mall, pet, not you," Spike said as he put his arm over her shoulder.

"Oh, well, alright then," Willow said as she wrapped her fingers around his hand.  She wondered how she could still walk, or talk, or even breathe as they continued on to her dorm.

Now they sat in the auditorium watching the play and Willow's head rested against Spike's arm as it lay along the back of her seat.  The play was interesting and the student actors wonderful, but all of Willow's attention was on the vampire sitting next to her. Wearing the new blue jeans and pale green top that she had picked out.

~Part: Eight~

The next week was spent not only doing the current assignments but also studying for her  European History midterm.  The professor handed out copies of past exams for the class to take as practice tests.  Spike gave Willow ten minutes to outline sample answers to the essay questions and then they went over them together, then Spike would ask Willow the multiple choice questions without giving her any of the answers.  If Willow couldn't answer the question he gave her the answer choices, marked the question as one to come back to later and moved on to the next question.

Willow took her midterm on Monday and she and Spike went out for ice cream that night after Buffy and Giles had left for patrol, to celebrate the fact that it was finally *over*!  Even though it was only March, the ice cream parlor offered soft-serve ice cream.  They had the regular vanilla, chocolate and twist options along with several flavors of the week.

Willow got soft coffee, one of the flavors of this particular week, `cause they wouldn't let her have real coffee *nearly* enough, and Spike got chocolate.  They opted to sit at one of  the nearly empty tables outside.  Instead of sitting on the bench, Spike climbed onto the bench and sat on the table.  He held his hand out and helped Willow up.

They talked about anything and everything, until Spike finally returned to his favorite topic, dissing Buffy.

"Stop picking on Buffy, Spike, it's not nice," Willow warned him.

"With this chip in my head it's the one thing I can still do," Spike told her.

"I'm warning you...," Willow said.

"Look, that bit...," Spike froze as Willow swiped his nose with her cone, then jumped off of the table and stood laughing at him.

"You think that's funny?" Spike asked as he wiped his finger over his nose and licked the ice cream off of it.  Willow's belly tightened as he sucked on his finger.

"Yes!" she answered breathlessly.

"Just checking," Spike was off the table in less than a heartbeat.  He had one arm around Willow, his hand holding the wrist of her ice cream hand, and his cone at her nose.  "Apologize," he said.

"No," Willow replied, feeling as if she were going to hyperventilate.  Spike touched his cone to the tip of her nose.

"Apologize," he said again.

"No!" Willow cried as she struggled to free herself.  He touched the cone to her chin.

"Spike, no!" she cried through her laughter as Spike held the cone back to her face.  By the time he let her go, Willow also had ice cream dotted on both cheeks.  Spike just stood back and licked his cone.

"That," Willow said breathlessly, "that was just mean!"

"What can I say, luv?  I'm evil," Spike replied.  "Want me to get that for you?" he nodded toward her face.

"I don't trust you," Willow pouted as she wiped the ice cream off of her nose.

"C'mon, pet, you can trust me!" Spike gave her an innocent smile.  He took a step toward her, leaned in and licked the ice cream off of her chin.  Willow thought her heart stopped beating, until it started beating so fast she thought it must be running a race.

Spike stood back and smirked at her, then wiped her face off with a napkin.  Willow just stood there.  Oh, yeah, Spike thought, he was bad.  He grabbed Willow's hand and pulled her toward the dorm.

***

Willow got her test back on Wednesday and, she not only got an A+, her teacher commented on the insightfulness of some of her responses.  She was so excited she couldn't wait to see Spike that evening and tell him.

Willow walked into Giles' apartment that evening with a sad look on her face.  She set her book bag on the table without greeting either of the men, who were now looking at her worriedly.  She pulled the test out of her bag and walked over to Spike who stood at her approach.

"I got my test back," her lips turned down in a frown.

"What?" Spike asked, suddenly worried.

"I got an A+!" Willow smiled as she shook the test at him and jumped into his arms.  Spike automatically wrapped his arms around her and held her.

"And," she said as she wrapped her arm around his neck and looked down at the blond vampire, "she said, and I quote," Willow held the test up and read from it, "`Some of your comments were very insightful, Miss Rosenburg'.  Insightful!" Willow cried as she bounced in Spike's arms and held the test up in front of his face.

"Congratulations," Spike felt himself respond to her closeness and quickly put her down.

"Look Giles!" Willow showed him the test.

"Very good, Willow," Giles commented after dutifully examining the paper.

"We got an A+, we got an A+," Willow danced back over to the table.  "*And* we're insightful!" she smiled at Spike as she pulled her book out.  "We got an A+...," she continued to sing under her breath.

Spike just stood and stared at her.  She was bad news. Really bad news.  How was it that she had managed worked her way under his skin?  He had told her they would never be friends.  But she hadn't listened.  She just wormed her way...

"Spike?" Willow, who was now standing front of him, called his name to get his attention.

"Yeah, luv?" Spike looked down at her.

"Ready?  Multiple choice tonight," she smiled excitedly.

"Then let's get to it, Red," Spike took his seat on the couch, picked his copy of the history text up off of the coffee table and opened it.

***

Willow had been trying to think of something to do for Spike as a special `thank you' for his help.  On her visit to the hospital on Friday to pick up his blood Willow got an idea.  After picking up the blood she slipped into one of the ER trauma rooms before heading over to Giles'.

The next day Willow sat on the floor of her dorm room on an open trash bag and implemented her plan.  Lying about her was a needle, a plastic bag with a tube, an elastic band, alcohol and gauze pads and a large glass of orange juice and some cookies from the student union.

Willow tied the elastic around her upper arm, which was harder than it looked, she thought, and wiped the inside of her elbow with one of the alcohol pads.  Taking a deep breath she made a fist and placed the needle, now attached to the plastic tube, against her arm over one of her veins.  Carefully she slid the needle just beneath the skin and into the vein.

When blood started dripping into the plastic bag she removed the elastic and kept squeezing her fist to facilitate the blood flow.  Suddenly she felt dizzy...and a little bit nauseous.  She leaned forward and rested her forehead on the edge of her bed.  Oh, goddess, who knew the sight of her own blood would make her sick?

She closed her eyes and tried not to think about the needle in her arm.  She thought about Spike...and how he'd feel about fresh, warm human blood.  Oh, goddess, her stomach roiled, no thinking about blood!  She opened one eye to see how full the bag was and groaned. Not even a quarter full yet!  She closed her eye.

When the bag was almost full, Willow couldn't wait any longer, she pulled the needle out of her arm, replaced the cover and lay it on the garbage bag.  She removed the plastic tube from the bag and sealed it.  Once she didn't have to worry about spilling the blood, Willow leaned her forehead back against the bed as she rested her arm on the bed and pressed an alcohol pad to the small wound.

Maybe this wasn't such a good idea, she thought.  She didn't want to be sick or weak when she gave Spike the blood, `cause then he'd know where she got it from.  She didn't want him to know what she had done.

After a few moments Willow sat back and wiped the blood off of her arm with a clean alcohol pad, then put a band aid over the wound.  She sat down and leaned her back against the bed, then took a large gulp of the orange juice and a bite of cookie.

***

Willow arrived at Giles' that night for tutoring at her usual time.  She had been so excited she almost went over early, but she didn't want to seem too eager.  She entered the apartment and greeted the two men normally, she hoped, then, holding the bag of blood at her side, motioned Spike to follow her into the kitchen.

She got a mug down, sliced the bag open and poured the blood into the mug.  Spike leaned against the counter watching her.  When she was done Willow turned to face him, the mug held tightly in both hands.

"I, um, I wanted to thank you for your help," Willow started awkwardly.  "I mean, you've really been a big help...this isn't coming out right," she frowned.  "I wanted to do something special for you, something, you know, outside our payment arrangements.  To thank you," Willow held the mug out to him.

"Blood?" he asked without taking the mug.  Willow nodded, afraid to say anything else.  Spike took the mug and sniffed it, then took a sip.  Bloody hell!  This blood was nearly fresh and still on the warm side...and powerful.  He took another sip and then looked up at Willow.

"It's fresh," he said and Willow just nodded again.  "Where'd you get it?" he asked.

"I, um, I can't say," Willow hugged herself, her fingers playing nervously with the ends of her long sleeves, "`cause then I might not be able to get any more."

Spike looked at her for a long time, then tipped the mug to his lips and drank.  When he was finished he lowered the mug and licked his lips as he looked into her eyes.

"Thanks," he said as he moved past her to rinse out the mug. He wanted to close his eyes and revel in the taste.  He'd never tasted blood that gave him such a charge before.

"W-welcome," Willow replied, swallowing nervously.  "W-was it good?" she asked.

"You really are a strange bird," Spike said as he looked at her.  "It was delicious.  Best blood I've ever tasted."

"Really?"

"In the last five months, anyway," he smirked.

"Very funny," Willow slapped him and walked out of the kitchen.  Only then did Spike close his eyes for a moment and let this body shudder.

***

Willow got her period the following Thursday.  She popped some pills before going over to Giles' to meet with Spike, hoping it would take care of her version of PMS which was `cranky and crampy'.

"Hey, Spike!" she entered the apartment and greeted the blond vampire as she set her book bag on the table.

"Red," he responded and Willow thought he was looking at her funny.  She took her jacket off and tossed it on the table with her book bag and turned toward Spike.  Suddenly he was rushing her.  He grabbed her upper arms and pushed her back against the wall.

"What have you done?" he growled.

"Spike!  Wh-what are you talking about?" Willow replied, afraid.  Spike closed his eyes and breathed deeply, then opened them and stared at Willow with amber eyes.  There was no mistake.

He could smell fresh blood, when women reached their time of the month or someone had an open wound, but it was in the background, something you got used to because it was all around you and didn't pay much attention to.  But when Willow had walked into the room it hit him like a hammer.

She had her period and blood was flowing from her body.  And not just any blood.  Powerful blood.  Blood that called to him. Because he had tasted it before.

Without answering her Spike pushed her sleeves out of the way and looked at her arms until he found what he was looking for.

"You fed me your blood!" he hissed.

"S-so?" Willow asked nervously, unsure of why he was so upset.

"Your blood calls to me now," he grated.  "I want to taste it again," he groaned as he stared at her neck.

"Then do it!" Willow foolishly yelled at him as she tilted her head to expose her neck.  She was mad at him for being mad at her.  She didn't understand what she had done wrong.

"I don't need to *bite* you, little girl," Spike pressed his groin against her as he ran his hands up and down her arms.  "I just need to push your skirt up and spread your legs and drink the blood flowing freely from your body," he nuzzled her neck.

"Spike," Willow moaned.  Goddess, she should be disgusted. He knew she had her period and he wanted to...to...but she wasn't disgusted.  In fact, she was more than a little bit turned on at the thought of Spike pushing her skirt up, spreading her legs and burying his head between her thighs.

"Oh, goddess, Spike."  The sound of her voice pulled him out of his blood lust enough to push away from her.

"Get out of here," he said.

"Spike," she held her hand out and stepped toward him.

"Get out!" he slapped her hand away.

"Spike, please," she pleaded.

"I can't be around you right now, Willow.  Get out," he managed to grind out of his clenched jaw.  With tears filling her eyes Willow grabbed her jacket and book bag and ran out of the apartment.

Spike watched her leave and heard the door slam as if in a dream.  He turned and walked woodenly over to the couch.  He dropped down and placed his elbows on his knees, buried his head in his hands and squeezed.  He ran his fingers into his hair and pulled, trying to distract himself from thoughts of Willow's blood with the pain.

Spike was still sitting there when Giles got home.  Hours later he still hadn't moved.

~Part: 9~

Willow ran back to the dorm room, threw herself on the bed and cried.  She couldn't understand how things had gotten so messed up, so complicated.

Spike was a vampire and he was making her leave so he didn't take her blood!  And she would have given it to him.  How ironic was that?  In fact, she would have begged him to take it, to touch her the way he'd said he would.  Goddess, she was sick, disgusting, perverted...a big `ho!

How long would she have to stay away from him?  Until her period was over, certainly.  But, how mad was he?  Would he want to keep tutoring her?  She was so confused.  Why was he mad?  Why didn't he just take her blood?  Was he afraid she'd tell Buffy?  Would she even be able to face him after this?

She looked at the phone, then picked it up and dialed.  The machine picked up and Willow disconnected.  She redialed and held the phone to her ear.  This time when the machine picked up Willow spoke into the phone.

"Cordy?  It's me, Willow.  I'd like to come down for the weekend, if you're not busy.  Give me a cal...,"

"Willow!" Cordy's voice was breathless, as if she had been running.  "Sorry.  Give me a second to catch my breath.  Whew!  So, what's up?" she asked cheerfully.

"I, um, wondered if I could come down for the weekend." Willow said.  "If you're not busy."

"Of course you can come down!  You know I'd love to see you! Willow?" Cordy said when Willow didn't respond.  "Willow, is everything alright?"

"I can't talk about it right now," Willow tried not to sniffle.  "I need to do some thinking.  But I'll tell you everything this weekend, okay?" she asked as she pulled the bus schedule out.  "There's a bus leaving Sunnydale at six tomorrow.  Could you pick me up at eight?"

"Sure!" Cordy assured her friend.  "And Willow?"

"Yes?"

"I just...can't wait to see you," Cordy finished lamely.

"Thanks, Cordy.  Me, too.  Bye," Willow hung up the phone.

***

After her last class on Friday Willow packed a bag.  Buffy came in as she was packing and asked where she was going.  Willow told her she was going to L.A. then walked out of the room and headed for the bus station.

It really wasn't fair, taking her hurt and confusion out on Buffy, but she didn't want to talk about it right now.  She just wanted to be left alone.  To think.  Only one person would understand and Willow couldn't wait to get to L.A. and see her.

Buffy showed up at Giles' apartment for research that night in a tizzy.

"Willow won't be here," she said snidely as she hung up her jacket.  "She's off to L.A. for the weekend.  Again.  God, what's in L.A. anyway?" she pulled a chair out and sat at the table.

"Isn't Angel in L.A.?" Anya asked innocently.  Buffy and Spike both stiffened.

***

Willow showed up for tutoring on Tuesday evening.  Her period had ended Monday and she thought she could chance it.  But she was still nervous.  What would he do?  How would he act?  She walked through the door and saw Spike and Giles sitting in their usual places.  Giles looked up at her with worried frown.

"Willow, how are you?" he asked.  Willow tried to smile at him.

"I'm okay, thanks, Giles.  How was your weekend?" she asked as she set her book bag on the table.

"Quiet, thankfully," he smiled at her.

"Good," she replied quietly as she opened her book bag and pulled out two bags of blood.  She walked over to the couch and held them out to Spike.  He looked at the bags of blood and then up at her face.  Willow tried to keep her expression blank.

"For Friday and today," she said when he finally reached out to take them, then turned away.  She seated herself at the table and pulled out her book and a copy of her draft essay.

Spike carried the bags into the kitchen and threw them in the refrigerator.  He couldn't bear to look at them, much less drink them while she was here.  He walked out to the dining room and sat at the table across from Willow.  She looked up from her book only long enough to slide the piece of paper over to him, then looked back down.

Spike watched her read for several minutes before he picked up the essay and read it.  He pulled her pen over and made some notations.  When he was done he sat back and watched Willow some more.  Willow finally looked up at him and the paper he still held in his hand.

"Done?" she asked.  Spike nodded and handed her the paper. Willow read his comments in silence.  "Thanks," she looked at him briefly before pulling her laptop out and revising the essay.

Wednesday's session was just as silent as Tuesday's and by the time Willow arrived on Thursday Spike was going crazy.  What was her problem, anyway?  He had saved her from him, from his blood lust, and she acted like he'd killed her...fish, for hell's sake!  Didn't she remember that that was Angelus?  No, that's right, `cause she was just down in L.A. with him for the weekend!

Spike was waiting for her when she walked into the apartment.  He leaned against the table with his arms crossed over his chest and watched as Willow set her book bag on the table and slipped her jacket off.  She pulled out the chair to sit without sparing him a glance.

"What is your problem?" Spike finally broke, yelling as he kicked the chair out of her hands.

"I don't know what you mean," Willow replied as she hugged her arms around her middle.

"Bollocks!  You know exactly what I mean.  What's the silent treatment for?"

"I didn't know what you wanted me to do," she said.

"What in hell's that supposed to mean?" he took a step toward her.

"You...you kicked *me* out.  I didn't know if you'd even want me to come back," Willow explained, her voice so low Spike could barely hear it.

"I *saved* you!" he exploded as he got in her face.

"I didn't *want* you to save me!" Willow got mad and took a step toward him.  "I...I wanted you to do those things," she pressed herself against him, her face mere inches away from his.

"You don't know what you're talking about," Spike put his hand between them and pushed her away.

"Yes, I...ow!" Willow pushed his hands off her stomach.

"What's wrong?"

"Nothing," she backed away, refusing to look at him.

"Are you hurt?" he asked as he reached for her.

"No.  Don't!" she slapped his hands away.  Spike easily batted her hands aside and grabbed the waistband of her sweats, pulling them out so he could see her stomach.

"Spike!" Willow protested.  Spike froze when he saw the belly button ring adorning her stomach.

"What's that?" he asked stupidly.

"What do you think?" Willow retorted as she tried to pull away from him.

"It's infected," Spike said, the sour smell suddenly hitting his nostrils.

"No shit, Sherlock!" Willow slapped at him again.

"Come on," Spike let go of her sweats and grabbed her arm, pulling her along behind him to the bathroom.

"What are you doing?  Let go of me!  Spike!" Willow fought him all the way to the bathroom.  Spike pushed her into the bathroom and sat her on the toilet.

"Roll your sweats down," he instructed as he pulled out the alcohol and a cotton ball.

"What do you think you're doing?" Willow stood up and faced him with her hands on her hips.

"Fixing that," he pointed toward her belly.  "Now roll them down or I will take them off of you," he threatened, his voice low, even.  Willow looked around him at the door.

"You're not getting out, luv.  It's my way or...well, actually, there's just my way," he smirked at her.

"You're a jerk," she said as she rolled her waistband down below the ring the sat on the toilet.

"When did you get this?" Spike asked as he knelt and examined the reddened tissue.

"Saturday," Willow spoke to the top of his head.  "Cordy took me shopping.  And I didn't need any more clothes," she defended her action.

"That a fact?" he reached out with both hands, placed his fingers along the hole and squeezed.

"Ow!" Willow cried out as she grabbed his hair and pulled.  "Ow, ow ow!"

"It's over," Spike looked up at her as he swabbed the area with alcohol.  "Had ta get it out."

"I know," Willow grimaced as she watched his hand, then jumped as he leaned close and blew on her skin.

"Wh-what are you doing?" she asked.

"Making sure the alcohol's dry," he said as he tossed the cotton ball toward the wastebasket.

"Oh.  Uh, why?" Willow asked.

"So it evaporates," Spike replied and Willow just looked at him.  "Alcohol tastes awful," he looked into her eyes as he said it, then leaned his head down and licked her belly.  Willow almost jumped off of the toilet as his tongue touched her.

"Wh-what are you doing?" she squealed.

"Helping it heal," Spike replied without looking up at her. He licked the wound again, the slipped his tongue into the ring and tugged.  Willow felt herself get wet.  She buried her hands in his hair and tugged at the same time she pressed him to her.

"Spike," she moaned.  Spike grabbed her hips as he continued to lick the wound, then he was licking and kissing, sucking and nipping at, her entire belly.  Willow's breathing sped up.

"Spike," she pushed him back and slid off of the toilet and onto his lap, her legs straddling his.  "Spike," she ran her fingers through his hair as she planted kisses on his face until her lips claimed his.

Spike took control of the kiss as his hands moved up her back and over her bum.  His tongue invaded her mouth and Willow welcomed him in.  She was so hot, so wet for him.  She rubbed herself against him as he plundered her mouth.

"Spike, please," she moaned when he pulled away so she could breathe.  Suddenly she was on the floor.  Spike was beside her with one arm cradling her head, his other hand inside her sweats, his fingers brushing through her curls, delving between her folds.  The smell of her arousal was intoxicating.

"Oh, goddess, Spike, yes," Willow's head went back and her back arched at his touch.  Spike buried his face in her neck and sucked her skin into his mouth.  "Spike," she mewled his name as she felt her body tense.  She'd dreamt about this for so long.  Spike didn't stop touching her until she came a second time, coating his hand with her juices.

When Willow came out of her orgasm-induced lethargy, Spike was pulling her sweats down.  She watched him unbutton and unzip his jeans, then he froze and, with a moan, covered her body with his.

"Spike," Willow grabbed his shoulders, "don't stop.  Please don't stop!"

"Watcher's coming," he growled against her neck

"Oh...crap!" Willow moaned as her fingers gripped his arm. Spike stood up and refastened his jeans, then leaned down and pulled Willow to her feet.

"Get cleaned up," he said brusquely then walked out the door, shutting it behind him.

Thank hell the Watcher was coming.  He'd almost made a terrible mistake.  A terrible, terrible mistake.  He couldn't have her.  He needed to keep reminding himself.  She wasn't for him.

~Part: Ten~

The next couple of weeks were confusing for Willow; things between her and Spike were stilted.  Spike was running hot and cold and Willow didn't know what was wrong.  He acted as if everything was normal.  But it wasn't.  I mean, he'd...he'd kissed her.  And touched her.  My goddess, she'd cum twice just from his hand!  And he'd been about to do more...until he sensed Giles coming home.

They talked about European History and little else.  Spike would barely look at her, much less touch her and Willow didn't understand.  He'd seemed to want her as much as she wanted him, so what was wrong?

Two weeks after the...event...in Giles' bathroom the gang took Giles out to The Bronze for his birthday.  Willow mentioned it to Spike several days before the night and asked him if he wanted to go.  He was noncommital.

That night they all gathered at the apartment for research, then surprised Giles with a cake and told him they were going out. And then told him he'd actually have to drive `cause they wouldn't all fit in Xander's car, unless he wanted Buffy to drive his car!

"Uh, no, that's alright.  I think I'll drive," Giles replied and everyone except Buffy laughed.

"I'm not that bad!" she insisted.  Everyone told her that, yes, indeed she was, as they got their jackets.  Even though it was the end of April the nights still got cool.  Willow turned to Spike with a smile still on her face.

"You coming, Spike?" she asked him.  Both Buffy and Xander looked at her like she'd lost her mind, but Willow ignored them.

"You're inviting junior?" Xander yelped.

"He's not going!" Buffy said.

Willow watched the debate going on inside Spike's head.  He didn't want to go and hang out with Buffy and Xander, she could tell, but he'd also do anything to annoy them.

"Sure, pet," Spike said as he stood and walked toward the door.  He grabbed his duster off of the coat rack and opened the door.  "Watcher," he held the door and allowed Giles and Willow to pass him, then followed them out, closing the door behind him as Buffy and Xander just stood there with their mouths hanging open.

"Aren't we going, too?" Willow heard Anya say from behind the closed door and she smiled up at Spike who smirked down at her.

Willow and Spike rode with Giles and they pulled up several minutes before Xander, Anya and Buffy.  The three of them leaned against Giles' car and Spike smoked a cigarette while they waited. When the other's arrived they all walked into The Bronze together.

They found a table and gave their drink order to the waitress.  They chatted for a few minutes, except for Spike, who leaned back in his chair, crossed his arms over his chest and pretended to ignore them, until a fast song they all liked came on. Xander, Anya, Buffy and Willow headed for the dance floor.  After a couple of fast songs played a slow song came on.  Xander pulled Anya into his arms and Buffy and Willow returned to the table.

While Willow resumed her seat next to Spike, Buffy took Giles' hand and pulled him out of his chair.

"Come on, birthday Watcher," she said as she dragged him to the dance floor, "dance with your Slayer."  Willow smiled, then turned to Spike.

"Do you want to dance?" she asked.  Spike shook a cigarette out of the pack lying on the table.

"Not much for dancing, pet," he said as he lit the cigarette.

"Okay," Willow looked around the room, trying not to let Spike see that she was hurting.  "Wanna play pool?" she said when her eyes landed on the pool tables.

"You play pool?" his eyes narrowed as he watched her through the smoke.

"Probably about as good as you dance, but I'm not chicken," she challenged him.

"Pool it is," he stood and grabbed her hand, pulling her over to the pool tables.  They found an empty one and Spike inserted the necessary number of quarters, then racked up the balls.  Willow walked over to the wall and picked out a cue stick.

Spike picked out a stick and, with the cigarette hanging out of his mouth, broke.  Two balls went in, one solid, one striped and Spike picked solids, then went again.  He made his first shot and missed the second.  Willow watched him hungrily as he played.  His hands and fingers as he set up his shot, the look on his face as he concentrated, the way his new blue jeans pulled over his butt as he bent over.

When Spike missed his shot Willow studied the table for a good shot.  She found one, moved around the table and bent over it, steadying the cue stick between her thumb and index finger.

"Hold on, pet," Spike said and Willow glanced over at him. He put his cigarette out in the ash tray on the edge of the table, leaned his stick against the wall and walked up behind her.

"Spread your legs a little bit for better stability," he said as he patted her butt.  Willow blushed and did as he said.  "And hold your hand like this," he leaned over her back and showed her what he meant and Willow made the adjustment.  "There, try that," he stood back and watched her as she took the shot.

"I made it!" she jumped up and gave him a hug.  "I made it!"

"I see that, pet," Spike raised his eyebrows at her and Willow blushed.

"Sorry," she smoothed his shirt down with a smile, then turned to the table to find her next shot.  Spike won the first game easily, despite the pointers he gave Willow.  The second game was more of a challenge, not because Willow's skill improved dramatically, but because Spike spent so much time staring at her firm breasts visible above the hanging neckline of her sweater and her tight bum as her jeans stretched taut when she bent over the table.

When the game was finally over they walked to the rack hanging on the wall to hang their cue sticks up.  Willow took Spike's hand and squeezed it.

"Good game," she smiled up at him.  Cor, she was beautiful, he swallowed hard.

"Spike?" she said nervously as he continued to stare intently at her.  "Something wrong?"

Spike put a hand on her waist and led her back into the shadows.  He lowered his head and kissed her.  Willow tightened her grip on his hand as she ran her other to the back of his neck, rising to her tiptoes to kiss him back.  He slipped his hand around her to her bum and pressed her against him as he deepened the kiss.

"Spike," Willow moaned his name when he pulled away to let her breathe, her hand at the back of his head pressing him back down to her.  Spike pulled away and placed his forehead against hers.

"We can't do this," he said breathlessly.

"Yes, we can," Willow disagreed.

"I can't have you," he whispered as he pulled away.

"Spike!" Willow called his name as he turned away.  "Yes, you can!" she stomped her foot and hit her fist against the wall.

"Ow," she muttered, rubbing her hand as she watched him walk away.

***

Tutoring sessions with Spike continued to be tense.  Willow never knew when he'd be receptive to her chattering or when he'd become impatient with her.  One evening, about a week after the incident at The Bronze, Willow showed up at the apartment.  She opened the door and walked in to find Spike standing in the dining room waiting for her, his arms crossed over his chest, his eyes amber.

"Spike," Willow said nervously.  "What's wrong?"  He growled and Willow shivered.

"Leave," he said, "or stay.  Make your choice now."

"What?  Spike, I don't understand."  He vamped and Willow jumped.

"You're bleeding," he said.

"No, no I'm not!" Willow shook her head.  "I mean, soon, but...,"

"Make...your...choice," he ground out, his fingers gripping his upper arms tightly to help him maintain control.

Oh, goddess, Willow moaned to herself as she felt herself get wet.  With her eyes on Spike, she slowly pushed the door shut behind her and dropped her book bag to the floor.  She slipped her jacket off and dropped it onto the book bag.  She took a step toward Spike and suddenly he was there and she was in his arms.  He kissed her as he ran his hands over her body.  He picked her up and carried her into the bathroom, pulling at her clothes as they went.

Spike threw a towel on the floor and lay Willow on top of it after divesting her of her clothes.  He pulled his own clothes off as Willow watched.  Goddess, he was glorious!  He lay between her legs, his arms wrapped under her thighs, his hands lying on her belly and looked into her eyes.

"Hold on, baby," he smirked as he ran his tongue along her slit.

"Spike!" she jerked.  Spike buried his nose in her and breathed deeply, the mixed scent of her arousal and her blood filling his senses.

"Oh, yeah," he said against her, his breath tickling her, "you smell wonderful."

"Spike," she moaned as she grabbed his hair.  And then she couldn't speak.  Spike's hands kneaded and massaged her belly, his fingers toying with the ring in her belly button, as he licked and sucked her swollen flesh, drinking her blood and her juices as they flowed from her.  Willow writhed beneath him, begging him for more at the same time wondering if anyone had ever died from too much pleasure.

Willow tasted like heaven.  Even as he made this observation Spike knew that he had made another mistake.  He was weak.  He never should have touched her again, tasted her.  It would only make it harder to leave her.  But her blood had sung to him, called to him.

And he couldn't stop now.  He had to have everything.  He climbed onto his knees and crawled up her body until his head was positioned at her slick entrance.  With his weight supported on his elbows he slid into her heat.  Willow moaned and wrapped her legs around his waist.

"Spike," she whispered as she pulled his face down to hers and kissed him, her tongue exploring his mouth, tasting herself on him.  Spike thrust into her.  Slipping one hand between them he stimulated her clit until she began to tense.  Spike watched her face as she came, then pumped his release into her as he kissed her goodbye.

***

Spike rolled onto his side and pulled Willow with him, holding her close.  He kissed the top of her head.

"It won't work," he whispered, then rose to his feet.

"What do you mean?" Willow asked as she reached out for him.  "What won't work?"

"You and me, luv," Spike said as he pulled on his jeans.

"Why not?"

"Why not?!  Are you bleedin' blind?" he practically yelled at her.  "I'm a vampire, luv."

"Really?" Willow asked sarcastically.

"And you're the bloody good witch of Sunnydale, best friend to the Slayer, see where I'm going with this?" he pulled the light blue t-shirt over his head.

"Yes," Willow's lower lip trembled, "I think I do."

"Don't!" he pointed at her.  Willow clenched her jaw to keep from crying.

"Perhaps you should stop tutoring me, too," she suggested angrily.

"Bleedin' good idea," Spike opened the bathroom door and stormed out.  Mad at her for making him care, mad at himself for being so weak.  Falling in love with a bloody human.  He certainly was love's soddin' bitch.

***

Two days later Willow knocked on Giles' front door.  He pulled the door open and she looked at him with big, green eyes already filling with tears.

"Could you come outside?" she motioned him toward her with her hand.  Giles stepped outside and pulled the door closed.

"Willow, what's wrong?" he asked in concern.

"I, um, I won't be coming by anymore for tutoring," she said, "or research," she added.  "But if you need anything, you call me, okay?"

"What happened?" he asked.

"It just...hurts too much," she managed to get out without crying.

"Did Spike hurt you?" he felt Ripper coming out.  Willow shook her head `no'.

"Just...just here," she placed her hand over her heart.

"Willow...," Giles didn't know what to say to that.

"Could you give him this?" she held up the bag of blood she was holding in one hand.

"You still want him to have the blood?" Giles asked in amazement.

"It's available through the end of the semester," Willow said, " he might as well have it.  I've made arrangements for you to pick it up for me, if you would," she said.

"Willow...," Giles wanted to dissuade her.

"Please?" she asked with a tear rolling down her cheek.

"Oh, Willow," he pulled her into his arms and hugged her.  "Alright," he took the bag out of her hand.

"Thank you," she said, then turned away and walked up the steps.

Giles watched her go, then entered the apartment he shared with a certain vampire he now wanted to stake more than ever. Without a word Giles threw the bag of blood onto Spike's lap as he passed him to take his seat in the chair.

Spike just stared at the blood in his lap, then lowered his head and closed his eyes.

~Part: 11~

There were two weeks left in the semester.  Two long weeks. Willow spent every minute she wasn't in class studying in the library so that she wouldn't have time to think about Spike.  Then, during the last week of classes before finals, Cordy was hurt and Angel's office was blown up, injuring Wesley, who had been working with Angel and Cordy in L.A.

As soon as she heard the news Willow took the bus to L.A. to visit Cordy and do what she could for Angel, missing her last few days of class.  She took her books with her so she could study for finals when she found the opportunity, and returned to Sunnydale just before her first exam.  She took the test, then returned to the room she shared with Buffy, falling onto the bed for some much needed sleep.

Buffy found her there several hours later.  She walked into the room and was surprised to see Willow lying asleep on the bed. Buffy sat on the bed, careful not to wake her friend, and brushed her hair away from her face.  She had really missed her.  Buffy moved to her own bed to study, waiting for Willow to wake up.

It was late afternoon when Willow finally woke up and the first thing she noticed was that the light on the nightstand was on.

"Buffy?" she called in a tired voice.

"Hey, Will," Buffy scooted down her bed to look at her friend.  "Where have you been?" she asked worriedly.

"L.A.," Willow said and watched Buffy's face fall.

"Again?" she asked.

"Cordy was hurt," Willow explained, "and Angel's office was blown up.  Wesley was hurt in the explosion."

"Cordy...blown up...Wesley?" Buffy interjected as Willow made her explanation.  "Is...is everybody alright now?" she asked.

"Better," Willow nodded.  "Angel wasn't hurt, physically, anyway," Willow answered her friend's unasked question.

"Will you be going back?" Buffy asked.

"Yes," Willow nodded as tears filled her eyes, "after finals."

"You haven't been around much, lately," Buffy said quietly.  "Is it me?"

"What?  No, Buffy.  No.  It's just...he hurt me," Willow let the tears escape as she clutched at her chest.  "Why won't he love me?" she began to sob.

"Why won't who love you, Will?" Buffy asked, but Willow just shook her head and continued to cry.    Buffy crawled onto Willow's bed and held her.

***

Willow spent the week studying for and taking her final exams.  When she had any free time she was packing up her room so she could move all of her belongings back home for the summer.  After her last exam Willow stood in her nearly empty room and surveyed it.

She picked up the last box and carried it down the stairs to Xander's car.  Xander took it from her and loaded it into the backseat, then drove her to her house where they unloaded the car.

"Thanks, Xan," Willow gave her oldest friend a hug.  "I'll see you tonight at Giles'," she tried to smile.

***

Willow walked to Giles' house, arriving just before the sun set to find everyone else already there.  When she opened the door they all looked up at her expectantly.  Everyone except Spike who was giving all of his attention to picking the chipping black polish off of his nails.

"Hi," Willow gave them the small smile they expected as she walked into the room.

"Willow," Giles hugged her.  "It's good to see you again. You look...tired," he finally said honestly and Willow laughed.  It wasn't big, but it was real.

"I am pretty tired.  I don't know if Buffy mentioned about Cordy and everything...,"

"Yes," Giles said.  "How are Cordy and Wesley?"

"Doing much better, now," Willow said.  "I'll tell them you asked."

"Buffy said you're going back to L.A.," Giles said.

"Yes," Willow nodded, trying to keep the smile on her face.

"We'll miss you," Giles said.

"Thank you, Giles.  I'll miss you all, too."

"How long will you be gone, Wills?" Xander asked and Willow straightened her shoulders.  She moved away from Giles and looked around the room at her friends.

"I'm not coming back," she said.  Spike's head jerked up at her words.

"What?" Buffy and Xander both yelled.

"I'm moving to L.A. to help Cordy and Angel for the summer," Willow began, "and I've applied for a transfer to UCLA."

"Why?" Buffy asked with tears in her eyes.

"Because I need to.  I can't be in Sunnydale anymore," Willow said.  "I'll miss you," she put her arms around Buffy and hugged her.  "But we'll talk, and do things, alright?"

"Yes," Buffy started to nod, then, "no!   No, Will!  Please, don't go."

"I have to," Willow whispered in her ear as Buffy held her tight.  Willow pulled away and moved to Xander.

"I love you, Xan.  I'll miss you," she hugged him.

"I miss you already," he squeezed her.  "What am I going to do without my best friend?" he asked.

"I'll only be two hours away," she told him.  "We'll see each other, I promise."

"Anya," Willow stood in front of the ex-demon.  "Take care of Xander, okay?"

"I will," Anya said.

"Giles," she moved back to the place she had started.

"Oh, Willow," he said softly as he put his hands on her shoulders and pulled her into his arms.

"I love you, you know," she told him.  "You've been more of a father to me...," her voice choked off.

"I love you, too."

"Call me if you need anything, okay?"

"Of course.  Every week, probably," he said with a sad smile.

"Okay," Willow agreed, then turned to the last person in the room.

"Goodbye, Spike," she said, looking directly into the vampire's eyes as she spoke.  Her face crumpled up and tears rolled freely down her cheeks.  "Goodbye," she choked, then turned and ran from the apartment without seeing the blood red tear welling up in his eye.  Buffy ran after her.

"Xander, I don't feel so good," Anya said.  "My chest hurts and...and I'm leaking!" she wiped her fingers over her cheek and held them up.  "From my eyes.  I'm...I'm crying!  Why am I crying?  Willow made my chest hurt, Xander, and she made me leak!  Why did she do that?"

"I don't know," Xander pulled Anya into his arms as tears fell from his eyes, too.

Giles took his glasses off and pinched the bridge of his nose.  Willow had made his chest hurt, too.

***

"Willow!" Buffy caught her friend before she reached the stairs.  "Willow, why?" there were tears running down both girls' faces.

"I can't stay in Sunnydale, Buffy, it hurts too much," Willow said.

"I don't understand.  What hurts?" Buffy asked.

"He won't love me," fresh tears flowed down Willow's face.  "I think he could, but he won't."

"You said that before, but who?"

"Spike," Willow admitted.

"Spike...I don't understand," Buffy said.

"I love him, Buffy.  And it hurts too much to be where he is.  I think I understand," she looked up at the night sky, "why Angel had to leave you, now.  It hurts too much to stay."

"I'll kill him!" Buffy cried in anger and frustration. Willow was leaving!

"Please don't hurt him, Buffy," Willow touched her arm, "it would hurt me, too."  Without another word Willow walked up the stairs and into the darkness.

Buffy watched her go, then ran back to the apartment. Slamming in through the front door she rushed over to the couch and jumped on Spike.

"It's your fault!" she yelled as she grabbed him by the t- shirt and raised her hand to hit him.

"Buffy!" Giles grabbed her and pulled her off of the unresisting vampire.

"It's his fault!" Buffy struggled against Giles.  "It's his fault she's leaving!  You make her stay!" she yelled at the blond vampire.  "You make her sta-ay," Buffy turned around in her Watcher's arms and cried heaving sobs against his chest.

Spike leaned forward and buried his face in his hands.

"I don't want her to go, Giles.  I don't want her to go!  I need her!  I need her.  Xander," she looked over at the brunette, "what are we going to do without Willow?"

"I don't know, Buffy.  I don't know," he took her hand.

No one saw Spike leave the apartment.

Part Twelve

Willow was standing on the hilltop overlooking Sunnydale, taking one last look before she left the only home she had ever known.  She'd been there for hours now, ever since she had left Giles' apartment.  She wasn't crying anymore.  She was all cried out.

Her decision was made.  She'd be leaving her best friends, the man she loved like a father...and the vampire she loved with a passion she'd never known existed, and moving to L.A.  But at least she wouldn't be alone there.  She'd have Cordy...and Angel...to ease her way.

"What are you doing?" Spike said from behind her.  Willow jumped, startled.  She hadn't heard his approach.

"Just taking one last look," she said without turning around, without looking at him, though she wanted to so badly.  Just one last look at what she was leaving behind.

"Why?"

"To remember...,"

"No, why are you leaving?"

"You *know* why I'm leaving," Willow's voice was low, but crackled with anger.  How dare he act as if he didn't know what he had done to her?  "Because *you* are too afraid to love me.  You could, but you won't."

"You don't have to leave...,"

"Yes, I do."

"...I will," he offered.

"That's a lovely offer, Spike, really," Willow mocked.  "Very...gallant.  But it wouldn't change anything."

"Why not?"

"Because everywhere I looked...I'd see you.  Everywhere I went I'd be reminded of you.  And it would hurt too much," she answered honestly.  No sense being shy or embarrassed.  Not like she had anything to lose, right?

Bloody hell, Spike closed his eyes and clenched his fists. It had been bad enough seeing her everyday and knowing that he couldn't...shouldn't...have her.  Not seeing her had been another form of hell, but knowing that she was in Sunnydale had made it bearable.  The thought that she would leave and he would never see her again was eating him up inside.

"Don't go," Spike said and Willow finally turned to look at him.

"Why not?" she asked.

"Because I want you to stay," he looked at her, his face raw with emotion.

"For how long?" she asked sadly.

"What do you mean?"

"You kissed me...and then you pushed me away.  You...you touched me and then you pushed me away.  You tasted my blood...you were inside me...and still you pushed me away!  How long would it be before you pushed me away this time?" she demanded and he had no answer.

"Goodbye, Spike," Willow said sadly and felt tears welling up.  Goddess, hadn't she cried enough tonight?  She turned and started walking back down the hill.

"I need you," Spike called after her.  Willow angrily wiped a tear off of her cheek and kept walking.

"I *love* you!" he yelled.  Willow hesitated, but kept walking.

"William was a poet," Spike whispered and Willow froze.  She closed her eyes and took a deep breath as she tried to hold the tears back.

"Was he any good?" she asked.

"He was bloody awful," Spike replied.  Willow smiled at his words, then sobbed as the tears burst through.  She fell to her knees and buried her face in her hands.  Spike was there in an instant, wrapping his arms around her and holding her while she cried.  Willow turned into him and gripped his t-shirt in her tiny fists as she cried on him.

"It's alright," Spike ran his hands soothingly over her shaking shoulders.  "It'll be alright," he kissed the top of her head.

"Spike," Willow lifted her head to his neck and pressed herself against him as she wrapped her arms around him.

"I got ya, baby," he rocked her.  "I won't ever let you go."

"Never?" Willow hiccuped.

"Never," he wiped the tears from her face with his t-shirt, then grabbed her nose with it and made her laugh.  It was shaky, but it was like music to his ears.

"Spike," she looked into his beautiful blue eyes, "I love you, too."

"I know," he whispered as he leaned down and kissed her neck.

"Spike," she ran her fingers through his hair, "I need you, too."

"I kn...really?" he asked as he figured out what she meant.

"Mmm, really," she kissed him softly, then harder as she gripped his hair.  Spike held her face with both hands and took control of the kiss, plundering her mouth.  Cor, he'd missed her.

Then they were lying on the ground, Spike pinning Willow beneath him as he kissed her, his hands roaming over her body, slipping beneath her top to cup her breasts.  Willow moaned into his mouth as he squeezed them and her hands slipped beneath his t-shirt to run over his back. Willow slipped her hands beneath his jeans and he moaned into her neck as he lifted his lips from hers to allow her to breathe. She squeezed his butt and he pressed his groin into her.  Willow arched her back and wrapped her legs around his waist.

"Spike," she moaned as she tugged at his shirt.  Spike lifted and Willow pulled his t-shirt up.  He grabbed it and pulled it over his head, then grabbed her top.  Willow helped him remove it and his hand went to her breasts, pulling her cups down to expose the pebbled nipples.

Spike took one into his mouth and sucked on it, laving the nipple with his tongue until Willow cried out and pressed herself against his erection.  Her hands moved through his hair and over his shoulders, her fingers digging into his flesh as he bit down softly on her.

"Spike, please," she groaned.

"Please what, luv?" Spike teased as he moved his attentions to her other breast.

"I need you...ohhh," she moaned as he pulled on her nipple.  "I need you to touch me, Spike, please!" her body bucked beneath him as she tried to rub herself against him.

"Please," she pulled his head up and kissed him hungrily, her tongue desperate to taste him.  Spike moved one hand between them and rubbed her through her jeans.

"Uhh, yes," Willow moaned as she pressed herself against his hand.  Then he was kneeling between her thighs, both hands unbuttoning and unzipping her jeans, pulling them down over her hips.  Spike froze and stared down at her belly.

"I ever tell you," he lowered his head, "how much I like this?"  His tongue flicked over the belly button ring.

"No-o," Willow groaned as he licked her belly, then slipped his tongue through the ring and tugged gently.

"I do," he purred.  "Like it a lot."

"I hoped you would," Willow said breathlessly as she ran her fingers through his hair.

"Did ya now?" he looked up at her.  Willow smiled shyly and nodded.  "You did that for me?" he asked and Willow nodded again.  "Cor," he moaned as if he were in pain and rested his forehead against her belly, "I didn't think I could get any harder."

"Let me take care of that for you, Spike," Willow whispered as she rubbed her hands over his head.  Without lifting his head Spike pushed her jeans and panties down over her hips.  He took a deep breath and breathed in her scent, then placed kisses down her belly until he reached her curls.

Spike sat up and bent her legs to remove her boots, then Willow helped him get her jeans and her bra off.  When they were through Spike pushed her back and gazed at her lying naked before him.

"Spike?"  He moved his eyes to hers as he slipped his hands beneath her bum and squeezed.  Willow sat up suddenly, grabbed Spike's shoulders and shoved him onto his back.  She knelt above him and lowered her lips to his chest, licking and kissing and sucking his cool flesh until she latched onto a nipple.

Spike groaned and tightened his grip on her bum, then slipped his fingers between her thighs and ran them over her slit.  Willow moaned around his nipple as he slid a finger between her slick folds.  She pushed back against his hand.  Spike began to thrust his finger in and out of her.  Willow closed her teeth on him as she moved against him.

Spike slipped a hand between their bodies and worried her clit with his fingers as he pumped the other into her wet hole. Willow's body began to tense and her arms shook.  Spike watched her face as he brought her to orgasm.

"Oh, goddess," Willow groaned as her muscles relaxed and she fell onto Spike.  "I've wanted that," she moaned into his neck.  "You made me wait too long," Spike smiled as he pictured the pout on her face.

"And I've wanted to taste you again," Spike rolled them and stared down into her big, green eyes before moving down her body.

"It's your own stupid fault!" Willow's voice was as lethargic as the rest of her body.  "You were...ohh, ahh, Spike!" she cried as he tasted her again.  Spike ran his tongue up her slit, then inside her, then over her clit, licking and sucking her swollen flesh until she came again.

"Spike...Spike!" she screamed his name as she found her release and spilled her juices into his mouth.

"You were saying?" Spike teased as he looked up at her when he was finished.

"Don't remember," Willow groaned.  "Something `bout a stupid vampire," she teased.

"I might have been stupid before, luv," Spike took his boots off and shucked his jeans, then crawled between her thighs, "but I've seen the light," he slid into her.  Willow moaned as she wrapped her arms and legs around his body.

"Who needs the sunlight when I've got you?" Spike whispered against her neck, then kissed her, pressing his tongue against her pulse point.  Willow felt a tear squeeze out of her eye.  Spike licked it away and took her to the edge.

"You're mine," he said.

"Yes," Willow responded breathlessly.

"Always," Spike said.

"Forever!" she cried.

Spike lowered his mouth to her neck and morphed.  He slid his fangs into her soft skin and Willow cried out at the pain.  He sucked her sweet, powerful, intoxicating blood into his mouth and Willow began to writhe and pant beneath him as she remembered Spike telling her that drinking blood was a very intimate experience.  Her body tensed and she fell over the edge, pulling Spike with her.  When she finally managed to open her eyes Spike was licking the bite.

"That was...,"

"Amazing?"

"Well, yes...," she smiled.

"Marvelous?"

"That, too," she couldn't stop smiling.

"Best shag you've ever had?"

"Best everything," Willow grabbed his head and looked into his eyes, suddenly serious. "You're the best everything, Spike," she gently kissed him and Spike was sure he felt his dead heart beat.  He rolled them so that he was on the bottom and Willow sprawled on top of him, her head on his chest.

"This is what I was hoping for," she spoke slowly, tiredly, as if her brain and her mouth weren't quite in sync yet.  "When I came up with the idea to seduce you."  Spike stiffened.  "Well, actually, Cordy came up with the idea, `cause I never would have...too shy," she ran her hands up his arms.

"You wanted to seduce me?" Spike asked.  What was the little witch talking about?  She *was* the shy one, right?  Then again, she was also the smart one, he smirked.

"Yeah, but I don't have the sexy body thing or know how to flirt very well, or at all, really," Willow told him.

"No sexy body?" Spike asked as he ran his hands over her bum.  "I beg to differ, luv."

"You like it?" Willow asked, her body tensing slightly in concern.

"Very much," Spike lifted his head and kissed the top of hers.  "Very much," he wrapped his arms around her.  "So what did you do?"

"I asked you to tutor me," she snuggled into his arms.

"You didn't need a tutor?" he stiffened again.  Had he been played from the very beginning?  She wasn't *that* good, was she?

"Not to pass," Willow lifted her head and rested her chin on his chest, "but you made me do so much better than just pass!  You were awesome!  You knew things...and the way you said things, I understood it...and you made me think about things.  That's why," she hesitated, "why I wondered if William was a teacher.  `Cause you were so good at, well, teaching," she smiled a little.

"Nope," Spike relaxed under her warm gaze, "just a bloody awful poet."

"Do you write poetry, Spike?" she asked as she plucked at his chest with her fingers.

"Bloody hell, no!"

***

They got dressed and headed back to Willow's house before the sun rose.  Spike lifted Willow into his arms and carried her.

"Spike," she protested as she slapped his arm.  "I'm too heavy for you to carry all the way!"  He just raised his eyebrows and shook his head.

"I'm a vampire, luv."

They made it to the house just as the sun was brightening the horizon, undressed and slipped into bed.  They fell asleep wrapped around each other.  When Willow woke the sun was high in the sky and she suddenly remembered that Cordy and Angel were expecting her to arrive today.

She rolled over and grabbed the phone off of her nightstand and dialed the number to Cordy's apartment.

"Hi, Cordy," Willow spoke softly, trying not to wake Spike.  "How are you?"

"Fine, Willow, how are you?  Are you on your way?" Cordy asked.

"Uh, actually, no," Willow said.  "It looks like I won't be moving to L.A. after all."

"No?  What happened?"

"Well...Spike!" Willow cried out as the blond vampire closed his lips over her breast and slipped his hand between her thighs.  "Spike, stop it!" she covered the mouthpiece and slapped at his head and arm with her hand and the phone.  "I'm on the phone!"

Spike just raised his eyebrows and sucked harder on her nipple as he slipped a finger inside her.  Willow's head fell back and her mouth opened in a silent moan.

"You are so dead," she threatened when she could speak.  He just smirked at her around her breast.

"Cordy," Willow put the phone back to her mouth.  "I, um, ohh!  I'm gonna have to call you back!" she disconnected and dropped the phone on the floor, mewling as Spike brought her to climax.

Cordy hung up the phone with a smile on her face.

"Was that Willow?" Angel stood in the kitchen with a mug of blood in his hands.

"Yeah," Cordy replied dreamily.

"Is she on her way?"

"No."

"No?"

"No.  I think she worked out her guy troubles," Cordy's smile grew.  "She finally snagged her vamp, er, man," she looked up at Angel guiltily at her slip.

"Vamp?!"

***

"I'm still going to kill you," Willow threatened when she could speak again. "When I can move."

"Hey! `S all your fault, anyway," Spike defended himself as he took one last pull on her nipple.  "*You* seduced me!"  Willow giggled.

"And that's all it took," he kissed her breast, then raised his lips to hers and placed a light kiss on lips turned up in a smile.

"What?" Willow asked.

"Your smile," he stared into her eyes.  "Your laugh.  The way you listened when I talked, like you really wanted to hear what I had to say."  Willow ran her hand over his face.

"And the way you looked at me when you talked to me, like you weren't afraid to see me."  Willow wrapped her arms around his head and pressed his face to her chest.

"I wasn't.  I'm not.  I love to see you," she kissed the top of his head.

"The sexy body's just a bonus," Willow felt his lips turn up in a smile as he ran his hand down her body.

"So, the seduction thing, it worked?"

"Like a charm," Spike purred.  "But, no need to get too sure of yourself.  Practice makes perfect, you know.  And I *am* your tutor."

"So, what, you think I should keep working on it?" Willow giggled.

"Mmm, you're a quick learner, but I think we should still meet every day on this," Spike lifted his head and smirked down at her.

"Okay," Willow looked up at him with a smile that curved her lips and touched her eyes and Spike felt himself melting inside.

End
 

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