Sleepwalking

By Spikedluv

Chapter Six

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Willow looked at him in confusion.

"The she-wolf," he clarified.

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

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

Haltingly, Willow told him about the dream.

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

"I did?" she asked.

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

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

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

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

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

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

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

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

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

"Why not?" he growled.

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

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

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

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

***

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

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

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

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

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

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

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

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

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

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

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

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

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

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

***

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

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

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

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

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

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

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

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

"Willow sleepwalked again!" she said.

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

"Spike's duster?" he asked.

"Uh huh," Willow said.

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

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

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

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

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

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

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

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

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

"Hey," Oz greeted everyone laconically.

"See," Anya said.

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

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

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

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

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

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

"Hey," Oz said again, taciturnly.

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

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

"An, you want anything?" Xander asked.

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

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

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

"Good idea!" Buffy hurriedly agreed.

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

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

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

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

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

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

Chapter Seven

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

"What?!" Xander yelped.

"What are you talking about?" Giles asked.

"That's ridiculous!" Buffy added.

"He is hot," Anya mentioned.

"An!"

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

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

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

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

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

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

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

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

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

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

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

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

"She is not!" Buffy replied.

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

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

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

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

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

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

Oz growled behind her.

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

"Neither is this. Now shut up."

Spike huffed.

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

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

"We?" he asked.

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

"Alright," Oz calmly agreed.

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

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

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

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

"Uh, I, um...,"

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

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

"Who...?" Xander asked.

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

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

"Or me."

"Xander!"

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

"What would happen then?" Oz asked.

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

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

"What's that?" Giles asked.

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

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

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

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

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

"I'm with her!" Xander pointed.

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

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

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

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

***

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

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

"Come on, witch," he broke the morose silence. "Need to go pick up my blood." Spike opened the door and let Willow precede him into the hall.
They stopped at Spike's crypt on the way to her parents' house and picked up his cooler of blood, some candles and his ratty, old blanket. Willow caught herself feeling bad for Spike, that these were the only possessions he had.

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

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

"What is it, luv?" Spike asked.

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

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

"Oh, yeah," she said.

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

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

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

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

"Well, alright," he allowed.

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

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

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

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

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

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

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

"Sure," he said.

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter Eight

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

***

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

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

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

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

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

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

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

"Spike?" she called out fearfully.

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

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

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

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

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

***

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

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

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

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

"Spike?" Willow called in tentatively.

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

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

"Uh, yeah," he said again.

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

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

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

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

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

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

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

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

Oh, goddess, she thought.

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

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

***

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

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

"Hello!" she called breathlessly.

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

"Good," Willow replied, breathing hard.

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

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

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

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

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

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

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

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

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

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

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

"Anything wrong?" he asked.

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

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

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

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

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

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

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

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

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

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

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

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

Chapter Nine

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

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

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

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

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

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

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

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

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

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

"Wolf gonna be there?" he asked.

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

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

"Uh, yeah, what?" she asked.

"You alright?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Not hungry," he slouched in the seat.

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

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

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

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

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

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

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

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

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

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

"Hey!"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"You alright?" her friend asked.

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

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

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

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

"Do I have to?"

"Sod off, moron!"

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

***

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Chapter Ten

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

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

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

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

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

***

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

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

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

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

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

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

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

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

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

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

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

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

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

***

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Really?" she asked hopefully.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Say what?" he asked in surprise.

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

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

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

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

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

"I'm not leaving," he replied.

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

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

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

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

"What?" she asked, her voice small.

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

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

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

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

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

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

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

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

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

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

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

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

"And?" she prodded.

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

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

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

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

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

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

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

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

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

"Red," he leaned forward.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"He thinks you're under a spell?"

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

"Who you calling?"

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

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

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

"And if you are?" Spike asked.

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

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

"Square one," Willow laughed derisively.

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