A swift roundhouse kick to the chest, and the vampire went flying to the grassy floor of the cemetery, with a loud thud. Out of the darkness, another form jumped to his knees. In a quick swift motion, and a flash of black leather, the wooden stake flew into the heart of the demon, turning him to dust.

The leather-cloaked vampire shrugged and snorted. "Easy pickin's again, ducks..." He dusted off his hands, getting off his knees. "No match for a slayer and her side kick vamp puppy..."

Buffy shook her head with a small smile. Sometimes Spike just really got on her nerves with his sarcasm, but lately, all she could do was smile and shake her head at him.

"Good boy," she patted the peroxide blonde's ruffled hair fondly.

Spike scanned the dark cemetery. "Hum. I don't think they're done playing with us yet, luv..."

Buffy sighed, also sensing some demony presence. "You think after the whole Glory spiel, they'd be a bit more afraid of the Slayer!"

Spike chuckled softly. "Especially when she has nine lives..."

"Only three so far..." she sighed, forcing thoughts of her latest kicking of the bucket out of her mind.

Footsteps caused them to remain silent, waiting for the demons to attack. With a growl a group of vampires emerged from all sides.

"Oohh…" Spike stepped back to back with Buffy. The heat from her small form caused him to jump. "Look's like we've got a party waitin' to happen..."

Buffy tossed him another stake, clutching Mr.Pointy in her hand. "Well, so much for a peaceful night of patrolling. Guess we'll get a workout after all..."

Spike shrugged his indifference, staring at the ugly game faces of the vamps. One of them growled, hissing at him. He bared his fangs, snarling. Spike raised a brow. "That all mate? Seen cats with better spitting." He put on his own game face, snarling back in a more savage, primal manner than the younger vampire before him. The blonde leapt forward into action, throwing punches and kicks at his opponent fervently.

Buffy jumped forward, kicking at the group of vamps, and tossing a fist into one's sharp, ridged face. The two fought down the group of vamps with skillful jump kicks, punches and stab attacks. They moved fluidly together, watching each other's backs, as if they owned minds attached to one another by some invisible coil.

The vampire who had attempted a growling match with Spike had managed to dodge past him as the duster-clad do-gooder attacked another vamp nearby. He grabbed Buffy from behind, catching her by surprise.

Spike flipped the vamp he was fighting over his shoulder before leaning down and staking him. He looked up just in time to see Buffy in trouble, and he staked the demon attacking her from behind.

"Thanks," she called hefting Mr.Pointy back into an offensive grasp. She saw another vampire running at them from behind, intent on attacking Spike unawares. "Duck!" she commanded.

Spike did as she told and she jumped up on his back, pounding off him like a springboard, flipping over the vamp and thrusting her lucky stake into him from behind.

Spike turned his head in her direction and nodded. "We're even..."

"…but not finished..." Buffy looked at the circle of hissing vamps surrounding them.

A dark figure hidden by the shadows watched the two combatants carefully, and his breath caught in his throat as he saw how they defended themselves. He couldn't believe how well they worked together; how they seemed to know what the other was thinking. They worked in perfect synchronization to take down the group of bloodthirsty vampires, and now there were less than half left. They stood; slayer and vampire, side by side, prepared to take on whatever came at them next. Jealously boiled in the figure's blood, jealousy and anger. In spite of his anger, there was still a part of him that made his heart stop beating every time danger grew closer to her. He had been prepared to jump from his hiding place to help if the need arose, but currently, it seemed that neither the vampire nor the slayer needed, nor would appreciate, his aid. What were the odds?

"What do you say we make this a quick fight so we can go home?" Buffy asked Spike conversationally.

He looked at her with a wry grin. "'Bout time for a cigarette break anyway..." He lifted the Slayer into his arms and flung her in a circle.

Buffy used her borrowed momentum and lashed out, kicking each of the surrounding vampires soundly, knocking them down like demonic dominos. As one managed to rise before the others, she jumped up and kicked him fiercely, sending him back into a tree. Lucky for her a branch stood out, staking the vamp for her.

Spike easily blocked a blow from another vamp, using the opportunity to get under his defenses and stake him without too much trouble.

His opponent vanquished, William looked at Buffy, to make sure she was okay. She was holding her own. "Two to go..." he mumbled.

Another vampire took notice to Spike's distraction and attacked from behind. He knocked the blond vamp to the ground, and they wrestled on the floor. They battled, rolling into a headstone. Spike hit his head and fell limp to the grass on his back. The vamp jumped on top of him, stake in hand. "You should be ashamed of yourself... killing your own kind."

Spike was slightly dazed. "Sod off..." he moaned, trying to regain his balance. The vamp raised his stake, ready to kill him.

Buffy's eyes widened in terror after she finished off another vampire. "No!!!" she shouted, hurling herself at the vampire, knocking him off Spike. Spike jumped to his feet, shaking his headache off and clearing his vision. He found a stake on the floor where it had been dropped, and went to help Buffy.

The vampire threw a punch into her face. "Stupid Slayer..."

"Don't you know it's not nice to call Slayers names?" Buffy huffed, seeing Spike standing above the vampire that straddled her.

Spike crammed the stake into the vamp with unnecessary ferocity, turning him to dust.

Buffy coughed and her face scrunched up slightly. "Gross, vamp dust..." she wiped ineffectually at the dust now covering her blue shirt.

"Thanks for the help, sweet cheeks..."

Spike helped her off the ground, smiling inside. Seems the Slayer did care a bit for him after all, despite what she always said.

"We may need to brush up on your training, Spike... That one almost got the best of you," she teased, taking Mr. Pointy from him.

He looked indignant at her accusation, playful or not. "No way, the Big Bad had everything in control," he straightened his leather duster.

"Yeah, right," Buffy mocked. "I..."

"Shh…" Spike, grabbed her arm. He sensed someone still close by.

"What?" Buffy whispered.

"Someone's still here..." he searched the shadows.

The figure gasped softly, making a quick and timely exit from the cemetery before he was spotted, and worse, recognized.

Spike took a step toward the shadows, cocking his head. "Hmph." He turned back to the Slayer, searching his pockets for his cigarettes. "Looks like they don't want to play anymore..."

She shrugged. "That works for me. Let's get back to the Magic Shop."

He sighed and watched her march off into the night as he pulled out his cigarettes and lighter. He was still worked up, and Damn it all if he wasn't ready to fight some more. Bouncing slightly on his toes, he lit up and made after Buffy. Maybe if they were lucky, they'd run across a few more vamps; maybe a baby stealing, puppy kicking demon, or two, as well. He caught up to her in a couple of hasty strides, cigarette clutched between his teeth, hands shoved into his coat pockets. "Eager to get back, luv?" he asked, noticing her ground breaking pace.

"I promised Dawn I'd help her with her history tonight," the Slayer replied. She looked at her watch. "And it's getting late."

Spike nodded in agreement. "Right, can't have Nibblet catchin' her Z's in class, now can we?"

She nodded. "I wish I was any good at history in the first place. But at the time, I didn't really think I'd need it. Especially with everyone telling me I was going to die young in the first place…" she trailed off suddenly, and looked at him from the corners of her eyes. "Sorry," she muttered, staring back at the ground, and kicking at a rock in her path. "Bad subject."

Spike's brow furrowed. "'S all right, pet. Just prove `em wrong, eh?" he asked, trying to sound casual about the whole thing. He pushed the fear of possibly losing her again to the farthest part of his mind and puffed on his cigarette thoughtfully.

"Those things kill people too, you know," she said, out of the blue.

He looked around, alarmed that something had snuck up on them and he hadn't noticed. "Where? What will?"

Making a face, she reached up and plucked the smoke from his lips, examining it even as she scrunched up her nose. "THESE will. Eeeuw. You do know second hand smoke is deadlier than all the vampires in the world, right?" she asked, trying to lighten the mood.

"Hey! Give it…" he whined, trying to get his cigarette back. She shrugged and popped it back between his lips. "I'm already dead, ducks, so it doesn't matter anyway."

"Fine, but, on the average, non-dead human, a-la me, each one of those things take off around 5 minutes of my lifespan."

Grumbling, he gave it one last, heartfelt puff before tossing it on the ground and stomping on it. That wasn't playing fair. The thought that he might be the reason she lost 5 seconds of her life, let alone 5 minutes, was enough to make him wonder how hard it would be to quit permanently. She tried to hide her smile at his antics. He really could be very sweet, if he tried.

They were silent most of the trip back to magic shop. It wasn't a completely comfortable silence, yet, but they both imagined it was getting there. It was close, anyway, and their friendship was growing. She could still sense his occasional, furtive glances in her direction as they walked, and she was pretty sure he had caught her occasional perusals of his face in the dark, as well. Yeah, it was getting there.

Things had changed so much since she had gotten, "back" as she liked to say. Perhaps, the vampire beside her had changed the most. She had woken up from death, and the first thing she had seen upon her return to the living plane was Spike jumping protectively between her and Dawn, incase something was wrong. Then, to find out that he had picked up her slaying duties for her later… well, it had been a surprise, to say the least. Xander had even developed a modicum of respect for the vampire, telling Buffy about Spike's intensive training schedule, his help with research, and the numerous injuries he had sustained in a line of duty that wasn't even his to begin with. She had been touched. He had earned the love of her sister, the respect of her friends, and most especially, her trust.

"Er…I could help."

She looked at him, puzzled at his seemingly random statement. What was he talking about? "Help with what?" she asked, curiously.

He fidgeted with the collar of his coat a little, obviously nervous about something or another. It could have been classified as adorable, but Buffy didn't feel like going there. Into, friendly "Spike can be adorable" territory. "I could er, help with Nibblet's history. You know, I lived a lot of it and…" He stopped, seeing the look on her face. She looked like she was going to laugh. "Never mind. You're right. Stupid idea," he mumbled under his breath. The vampire kept walking.

She stopped him, gently putting her hand on his arm. He turned around to face her, eyebrows quirking with his unasked question. She smiled. "I think, that would be great. Helping Dawn, that is. Cuz, she always listens to you and…" Buffy took a breath, trying to find something else to say.

He smiled ruefully, saving her from herself. "Right then. We'll get back to report to the Scoobs, an' help Bite Size with the school work."

She nodded, and took her hand off of his arm. "Right."

"Right."

They got back to the shop a little after 10:30. Spike brushed past Buffy and burst inside, with his usual blaze of glory; arms high, chest jutting out, eyes closed. "'Allo kiddies!! Big Bad 's back, and he managed to keep the Slayer in one piece once again!!!"

He opened his eyes when there was absolute silence. He had at least expected a rebuttal from the whelp or a snort from the watcher. "Tough crowd…" he muttered, looking first from Willow, Dawn, and Tara to Xander, Giles and Anya. "What's the trouble, Scoobies?" He tried to keep the worried tone from his voice. It would do no good for Big Bad to lose his head. Or for the gang to find out he cared, one way or another, about their well being. The door opened behind him, and Buffy followed the energetic vampire inside.

Willow's expression was regretful, as if she were in part, apologizing to Spike. He didn't like that look on Red's face, it usually meant real bad was comin'. He tested the air around the room to see for himself, hoping to find something that would clue him in as to why his Scoobies were so uncharacteristically somber. The witch ignored him and looked straight to Buffy when the Slayer entered. "Um… Buffy…"

"Hey guys! What's…" she paused when she heard Willow's tone. "What? Wills, what's wrong?" Buffy went on high alert, otherwise known as "All business, no fun, slayer mode," to Spike. He was still standing in front of her, head tilted slightly in the direction of the checkout counter. She pushed herself around him, ignoring the vampy moment he was obviously having. "What's going on you guys? More unspeakable, hell-mouthy horrors? Another apocalypse? Mucus demon? Kathy Lee staging a comeback?"

"Uh, well… you see, it's like this Buffster…" Xander started.

Dawn leaned over to whisper to Tara while Xander rambled on about the past being the past and something else about friendship. "What's with Spike?" the girl asked, gesturing to the vamp with a toss of her eyes in his direction.

The blonde witch looked over towards the door, where the vamp still stood, as if he were testing some invisible, supernatural waters. "I think he…um…might smell something? Or hear something? Vampires have good…hearing, right?"

The teenager nodded. "Yeah, must be all those super cool vampy powers at work. Do you think he can smell what's going on? Boy, are they going to flip when they see Ri…"

Spike suddenly jumped off the stairs near the doorway, emitting a miniature growl from his throat when he landed on the showroom floor. His duster billowed behind him and his eyes flashed yellow, a sure sign of barely controlled rage. Tara and Dawn both realized how intimidating the century old vampire could be if he really wanted to. "Where is he? And what the bloody hell does he want?" Spike demanded.

Xander looked up from his explanation. He had been planning on easy Buffy into the news… but he figured Fang Boy's method would have to stand.

"Who's here? Want what?" Buffy asked, looking back and forth between her partner in crime and Xander. Someone had better explain fast, because she was beginning to get seriously brassed off.

Spike was poised at the front of the store, in a ready stance, crouched ever so slightly at the knee, head turned slightly upwards. He couldn't believe he smelled what he smelled, but it was definitely there. William wondered if he wouldn't get to work off all his extra energy tonight after all. *Oh damn…that's right. The chip. Bloody hell. * He debated with himself if it would be worth the pain, giving White Bread a good seeing to. He decided it would be.

Buffy saw his stance, his offensive posturing, and she couldn't take it anymore. "WHAT is going on?!"

Riley chose moment to step out of the shadows and into the warm light of the shop. "Hi, Buffy."

Spike glared, growling low in his throat at Riley as the young man appeared before them in the full light of the store. The vampire's anger boiled deep within him and he knew he was going to explode at time. The second he saw the look of utter shock and hurt on Buffy's face when Finn had appeared drove him over the edge. "Who the hell do you think you are?! You think you can just toy with her with her some bloody more?! You think you can just come and go as you please?! Angel, the second wave, that's all you are! You stay the HELL away from Buffy, she doesn't need you going around messin' with her life, you bloody wanker!" Spike spat out, his anger growing furiously. "I say...we have a go at it, you and me... I'll rip your arms off!"

"Last I checked Spike, you were still… chipped..." Riley smiled, smug.

"I'll bleed you dry anyway...The pain be worth it... you lousy..." he hissed, fangs emerging.

"Spike!" Buffy shouted, cutting him off. "Please..."

"So what are you now, Spike? Buffy's watch dog?" Riley crossed his arms. Spike snarled, stepping forward.

"Spike, no!" Buffy gripped his arm. "Spike, please… go home..."

At the sound of pleading in her voice, his game face instantly melted away. Deep blue, human eyes searched Buffy's for an explanation. "Why?" And there he saw it, her slight frown at him, the accelerated pulse of her heart, the uncertainty. His heart ached at the realization that she was taking Finn's side. Now that White Bread was back, she obviously didn't need him anymore. He raged inside. "Right then... I see how it is, Slayer..." he knocked over a small statue in anger.

"Hey! You'll have to pay for that!" Anya shouted.

"Bugger off... " Spike growled, stomping towards the door.

Xander grabbed Anya's arm, giving her a look to calm down. He actually felt bad for the guy…vamp…thing... Spike.

"Spike! Wait!" Dawn called, going after him.

Buffy continued staring at Riley. She'd talk to Spike later. Right now she needed to talk to Riley. "Why did you come back Riley?" Buffy asked, her eyes beginning to water. She cursed herself and strengthened her resolve, forcefully telling herself she would not let this boy make her cry. Again.

"Is there someplace we can talk, alone?" Riley asked.

"Spike wait!!" Dawn called, chasing after the pissed off vampire.

"Nibblet, go home its dangerous out here," Spike stalked down the street.

"I wanna talk to you, Spike!" Dawn grabbed his arm, spinning him around. The look in his eyes made her frown. He looked angry, which wasn't new for Spike, but now, now he looked genuinely hurt, as well.

"Buffy didn't mean to hurt you, she knows you just wanna protect her from Riley," Dawn sighed. "We all know how much you care about her Spike. We're on your side, really, we are."

Spike calmed a little. "Thanks Little Bit, but it doesn't matter." He slipped a cigarette from his pocket. "She doesn't need me when Riley is here."

"She does need you! We need you. She's just shocked, you know? You gotta give her a minute to pull herself together and figure stuff out!" Dawn explained. "Please… come back inside."

"Can't... I'm sorry, but I can't go back. Go on back before you worry big sis," Spike turned and lit his cigarette, walking away. Dawn sighed, frowning. It wasn't fair. She turned around and headed back to the shop. Why did Riley have to come back?!

"So..." Buffy paused, sitting on the couch in the training room. "How you been?"

"Good..." Riley sat beside her. "How about you?"

She nodded silently, lowering her gaze. "Well... I'm better now." Her mind reflected on everything that had happened since he left.

He eyed her carefully. "I... I'm sorry that I left so... abruptly."

She nodded. "It's okay..."

"How's your mom?" he asked, trying to make light.

"Dead," she replied shortly.

His eyes widened. "Oh, Buffy..." He frowned. "I'm so sorry..."

"Yeah," she sighed, her mind going over everything that happened.

"I wish I could've been there for you," Riley frowned.

"I had plenty of support... Will, Giles, Xander…Dawnie, Tara..." Buffy rattled off.

"Spike." Riley added.

Buffy studied his face; already knowing what he said was true and unable to hide it.

"Yeah, and Spike..." she paused. "He...he's been a good friend. He tried to save Dawn and me from Glory."

"Tried?" Riley asked, confused.

"Yeah..." Buffy brushed back a strand of her hair. "He risked his life...or well...undead life...for us." She wasn't sure she was ready to tell Riley about her 'death'.

"So, you and Spike..." he started.

"Don't..." Buffy chuckled. "No. We're just friends." she sighed, making a note to go see him as soon as she finished talking to Riley. She needed to explain a few things. She bit her lip, wondering why she felt the urge to explain anything at all to Spike. He is just a friend, after all. She looked up at Riley. "Now, you still haven't answered my question…" she changed the subject. "What are you doing here?"

He shifted on the couch so he could look at her. "Buffy, I…I missed you."

She immediately looked downward. "Funny way of showing it, Riley," she said, quietly. "I mean, no phone calls, no letters, nothing. You just went… poof."

He sighed. "I know. I thought that if I tried to forget about you that the hurt would go away, and I'd be able to move on. It didn't work." He laughed to himself. "Every time I told myself I wasn't going to call, or wasn't going to write, I just kept on thinking about you for hours after that. After our last mission, I just left. I couldn't stand it anymore. I had to see you, I had to let you know I still… that I still love you."

She should have felt flattered at his admission. She should have blushed, should have moved closer to him on the couch, taken his hands in hers, or something. That was what her brain said she should do, anyway. This man loves you. He came back after you hurt each other so badly, because he couldn't stand the thought of not being with you. You have a second chance, now. But she didn't move, didn't blush, didn't do anything but force a smile. Him coming back just made things so complicated.

He had that earnest, hopeful look in his eye, a sorrowful puppy. And her heart didn't have it in her to just put him down. "That's really sweet Riley…"

He heard the underlying tone in her voice, and took her hands in his larger ones before she could say another word. "I know, it'll be tough, and I know, this makes things complicated. But, if you're willing to, I'll wait for as long as you need me to, to sort things out. But please…think about it. About us."

She looked up, gently withdrawing her hands from his. "Thank you."

He pulled a card out of his back pocket. "This is where I'm staying, with some friends. Call me when you're ready to talk, okay?"

Buffy took the card, slipped it between her fingers, and looked at it. She recognized the name by the address, more of his ex commando buddies. "All right."

He smiled, gentle. "I think, we can make this work," he said softly, cupping her face with one hand and stroking her cheek. "We'll be good together, Buffy. We'll be even better than before" He kissed her forehead and got up off the couch, heading towards the door. She watched him go in silence, suddenly dreading what his return might bring. Why did he have to make things so complicated?

Part II: Therapy

Spike sat watching TV in his crypt, flipping the channels idly and not really watching what was going on on the screen. He had switched the blasted telly on to see if it would calm him down some, but it obviously wasn't working. All he could see was Cap'n America coming back into Buffy's life, chest puffed and arms on his hips, hair slicked back and all super-man looking. It made him sick. If it had been Angel it might have been easier for him. He could hit Angel, after all, pound Peaches into oblivion like a punching bag and not feel guilty about the mental pain of killing a human. He supposed if he killed Angel, he'd have to worry a little about how it would hurt Buffy, and in turn, have him endure a greater pain than the chip, his guilt. He contemplated his shotgun and Riley one more time, but realized Buffy might not appreciate him shooting her ex for her, either. Absently, he wondered if he would remain just her ex, for long. The look on the pup's face had told him all he wanted to know and more, of Commando Boy's intentions. He wanted her back. He needed her, because he knew he was nothing without her.

Would Buffy just jump back into White Bread's arms? Would they get their bleedin' happy ending now, start over, and all that crap? He knew that she deserved every bit of happiness the powers that be granted her, but he really didn't think she'd be able to find it with the Soldier. She might think otherwise of course. She might be willing to have another go at loving him, because he represented everything she had wanted in her life. Normalcy, humanity. He was the poster boy fore regular Joe-ville. Why shouldn't she go back to him then, to be a happy girl with her happy boy instead of creating death with her hands as the Slayer? Even for just a while, she could just be Buffy, the girl, maybe make a little life, in spite of all the death. Why shouldn't she run to Cap'n Cardboard's arms? He wanted her to be happy; God and everyone else knew that she, of all people deserved it.

But in the process, she might just break his undead heart. He sipped at the beer on his table, not really tasting the bitter liquid. Look at him, brooding like a soddin' ponce. Brooding like his damned Grandsire. Furious, he slammed the off button on the universal remote Dawn and the gang had chipped in to buy him, and the television blacked out and went dead, leaving him in complete silence. What he needed, he decided, was a good fight, a tough kill, and maybe even some minor injuries, to deal with his frustration. Leaping up, he grabbed his duster and one of his favorite axes before bounding out the door. Villain baddies of Sunnyhell beware, Spike was extremely brassed off.

He walked around his own cemetery for a spell, but realized before too long, that he had scared off all the potential demons and vamps from here long ago, right after Buffy had died. He remembered sweeping the entire area that night, killed everything non human in his path. The details were hazy, but he remembered the sounds, the screams, the pleading, the crunch of bones and the squirt of blood. It had been therapeutic then, too. It had satisfied his need for something to do with his hands, other than realize how badly he had failed Buffy and Dawn. He needed to do something that she might approve of, to wash himself of his failure to keep his promise. So he had massacred every group of evil doing Demons he could find that first week, until word was out amongst the underground was that Spike was not to be messed with if one wanted to stay alive, or in some cases, undead. He still remembered washing demon bits out of his hair, green, yellow, orange, red, blue, gray, black.

The most satisfying kill had to have been Doc. The little bugger had survived the fall from the tower, and scurried off in search of safety. Spike had found him three weeks after the incident at the tower, via Willy, and the former master vampire had ripped him into so many pieces that the wretch couldn't pull himself together again if he tried. Then he pulled out a gallon of kerosene and had himself a good demon barbeque. It hadn't helped much with the pain of losing Buffy, but Doc's screams of agony had made him forget about that hurt for a little while, and that was all he had wanted in the first place, anyway. At the time, it hadn't mattered how short the respite from the suffering had been, as long as there was some respite.

He headed off in the direction of the cemetery across town, taking the main road, after finishing his rounds near his crypt. Maybe he'd run into a group of the biggest, ugliest, strongest demons he could find and have a go with all of them. He needed a REALLY good fight, right now. He spun his ax in a lazy arc, parallel to his body, which was really more a force of habit than a show of skill, and he listened the entire time. He sensed a group of humans nearing, and quickly covered the ax with his duster. It would do no good to frighten the locals with his impressive weaponry, and he really didn't know if he wanted to hear their bloody annoying screams right now. A group of college kids walked nearby him on the sidewalk, the girls giggling and hanging off of each other in the way that college kids sometimes did. The two boys with them rolled their eyes, but held the girls' hands anyway and let them giggle and talk. One of the girls eyed Spike appreciatively, until the boy pulled her back slightly, and Spike smiled at her, taking care to use the sexiest grin imaginable. It did the trick and she turned very red in the cheek. Her boyfriend shoved her ahead of him, and glared at Spike. The vampire just shrugged back at the boy, cocky grin saying that it wasn't his fault he was so damn good looking.

Walking on, Spike wondered why he could drive every Mary, Jane, and Julie that walked by crazy with a simple smile, but not get anything but nervous around Buffy. It wasn't very "Big Bad" like. He sighed as he reached the cemetery and slid the ax back from under his duster. Time for some entertainment. Time to get his mind off of Buffy. Time to kill something. Or hopefully, a lot of somethings.

Spike entered the cemetery, desperate for a good kill. His chin was set determinedly, as he strode down the grassy lanes of the dark cemetery. His eyes scanned his surroundings, and he breathed in the smell of the air, hoping to pick up some demonic scent. After a moment, his heightened senses found, and consequently, latched onto something, his eyes lighting up and his lips spreading into a wry, half-smile. He chuckled, with anticipation. "Time for some demon thrashing..." he said in a singsong voice. He listened again, cocking his head to the side, as if the wind were whispering its secrets into his ear. He sighed in slight disappointment. He only sensed vampires. Young, stupid vampires. He had been hoping for some big, gruesome demons to battle, something 7 feet tall with arms like tree trunks and a body covered in razor sharp edges. But he supposed his kind would do in a pinch. Maybe they'd be tougher than the ones that had frequented his own cemetery. He stepped deeper into the shadows cast amongst the moonlight and the graves, hearing the slight commotion.

A growl broke the silence and a snarl hissed in his ear, causing him to stop moving. "Well if it isn't Spike the neutered vampire..." a vamp mocked, as the entire group turned to look at him, hearing his bold approach. He hadn't even bothered to sneak up on them. He didn't need to. "Spike, the vampire slayer's pet vamp. You're worse than a little harmless puppy..." the vamp hissed. The others chuckled, all gathered around a certain fresh grave, obviously waiting for a companion. Spike smirked. Probably a girl. These blokes looked like they needed one.

Spike was nonplussed by the insolent vampire's "witty repartee" and he let the young one continue his verbal assault. "You make me sick. I remember when you'd kill a vamp for turning soft. Now look at you. At the slayer's beck and call... You're a disgrace to all vampires!! Hunting your own kind... What kind of demon are you?" he continued to mock. "The slayer must really give it to you good for you to hunt down your own kind…" he goaded.

Spike snorted with disgust. He turned his head, as if he was ignoring the vamp's gibes and nodded his head to himself slightly, mentally ticking off the ways in which he should kill the loathsome little rat. After a second, he made his decision, and turned back to the chattering vampire. The vampire stopped his tirade, seeing the look in Spike's eyes, a look of something old, something powerful. In that moment, he transformed before the eyes of his kind, and once again became William the Bloody, a legend in ferocity and ruthlessness, not the Slayer's vampire squeak toy. In one quick, swift motion, Spike hefted his ax easily in an up down arc across, lopping the vamp's head off, along with some of its shoulder. The head hit the ground with a thump. "That's no way to speak about a lady you bloody ...headless... wanker!" he ground out, shouting at the headless body. The body went limp and hit the ground, turning to dust. Spike could take blows against his reputation, because in truth, they seemed pretty accurate. But he would not tolerate that sort of talk about Buffy. That girl had been through too much for too long to have her name tarnished like that, especially by the likes of this lot.

Spike, satisfied with his handy work, rolled his shoulders backwards and then forwards, loosening up. And the best part was, he was just getting started. He sprung around, pouncing like a cat down the aisle of graves, eyeing the vampires that had spread out and faded into the dark a little since the guillotine act on their leader. "Step right up and see how well you can do against the Slayer's pet puppy kiddies, if you think you can..." He lurched forward fluidly, a light, anticipatory bounce in his step, searching for any shadows in the bushes. "When I find each of you, 'm gonna rip you your arms off and bash your bloody brains in with `em before I stake what's left of your broken, bleedin' bodies!!!"

No sooner had he spoken, two vampire jumped out from behind, tackling Spike to the floor. His ax flew from his grip and skidded some distance away as he and the two younger vamps hit the floor with a thud. He managed to get to his feet before his attackers. "Come on you sorry excuses for demons!! I'll rip you both into snack size pieces!" he waved them on. It was finally starting to get interesting. The vamps looked at each other, then one threw a kick into Spike's ribs, causing him to stumble backwards. The other jumped at him, hoping to tackle him again, but Spike grabbed him by his shirt, and flung him into a tombstone.

His partner clutched Spike by the wrist, twisting it till the bone inside snapped. Then he kicked at his ribs again.

Spike howled in pain from his broken wrist, but still grinned like a mad man at the rush fighting gave him. His eyes lit up, sparkling with blue fire.

The attacking vampire stared at his elder with confusion in his demon eyes. Were all Masters this insane?

Spike chuckled at the whelp's expression. "Looks like 'll be having a good night after a all..." The pain in his arm was searing, yet it all felt good at the same time. It made him forget about his frustration and his pain. It emphasized the anger that swelled within him, and gave him a vertex to focus it on. "I'm gonna break every bone in your body..." he threatened, cheerily.

"You talk a lot of crap for someone who's all alone against us all..." the wrist-breaker laughed, as two more vampires appeared, ready to fight the vampire who killed his own.

A second vamp approached an unsuspecting Spike from behind. He gave thrust his elbow in Spike's spinal cord ruthlessly, sending him to his knees. He then proceeded to kick at the vampire with disgust.

The other vamps flocked in, all grinning down at the fallen Spike. Spike coughed up some blood. He blinked his eyes closed. The vamp had broken a rib or two. His smile still could not be marred. These guys thought they had the upper hand, but they forgot who they were dealing with... He was William the Bloody... a legend, to be feared for ages to come, whether it be in the hearts of humans or demons or both, it didn't matter. He was Spike, and he hadn't even just begun to fight.

Buffy watched Riley leave the magic shop, closing the door behind him. She sighed softly, confusion clouding her mind.

"Well… what did he want now?" Anya asked bluntly.

"Ahn..." Xander sighed, wishing she wasn't so direct sometimes. Actually, wishing she wasn't so direct all the time.

"What DID he want?" Dawn asked, looking disturbed, her arms crossed defensively.

"To talk," Buffy answered simply. She knew she couldn't lie to the Scoobies. "He wants us to have a second chance."

"Oh? Well... what did you...um, say?" Giles asked, removing his glasses. He rubbed at his tired eyes. Buffy didn't need all this confusion in her life right now.

She sighed. "I told him I'd think about it."

"We're with you whatever you decide Buffy..." Willow smiled, trying to be supportive.

Dawn snorted, looking miffed. "Spike was right."

"Whaddya mean Dawnie?" Buffy frowned.

"He knew why Riley was back. He knew he'd want to try and get back together with you," Dawn revealed.

"Well, it doesn't really matter what Spike thinks Dawn..." Buffy lied. It mattered, it mattered a lot. She wasn't sure why it did, though.

"Of course not. He only risked his hide for us time and again. He was there for the whole Glory thing. Where was Riley then?!" Dawn defended Spike. Buffy just watched the girl. She knew she had a soft spot for the vampire, and part of her couldn't blame Dawn. In the time she had been gone, Dawn and Spike had latched on to each other. They'd needed to.

"Yeah, and well he did bring you flowers when Joyce passed. He was there then..." Xander revealed. "Wow, am I defending Spike? How's that for giving junior dead boy a chance?" he huffed, amazed.

"He bought me flowers?" Buffy asked. She never knew.

"Yeah he did. They were kinda dying and stuff, but it's the thought that counts!" Willow said in her chipper voice.

"Yeah Riley wasn't there for you then, either," Dawn pointed out.

"Riley also never made a robot of me to use for..." Buffy paused not wanting to go down that road. "Or… chained me up with Drusilla, willing to kill her to prove his sick, perverse aspect of love..." She was tired of everyone picking on Riley, even if they were defending Spike for a change.

"He also didn't promise to die fighting to help you," Tara added, remaining out of it till now. She'd grown to appreciate the vamp and she thought Buffy had as well.

"And kept the fact that I was the Key a secret after a major beating from the bitch," Dawn added with fury.

"Hey... watch the language..." Buffy scolded. "And I know this! I was the first person to jump on the Spike's an okay…vamp...demon...guy... bandwagon, remember? But you don't need to trash Riley either. It was MY fault he left anyway..."

"Wait, it WAS your fault? I thought it was the fact he was getting vampire suck happys that did it..." Xander interrupted Anya by making a swift cutting motion across his neck.

"What?" she asked, cocking her head to the side regarding her fiancé, confused. The first time she'd heard this story, Riley and Buffy had broken up because he was getting suck jobs. Apparently now, Buffy was admitting that she'd done something to drive him away?

Buffy shook her head, tired, getting angry and more confused. "Yeah, well, the vampire thing was partially my fault. I think. And hey, just cuz Spike's not a potential boyfriend doesn't mean I don't value his opinion," she added, though not quite sure why she had felt the need to emphasize that. "Look guys, for whatever reasons Riley left, he's back now because he wants to give us a second chance, and Riley's as close to normal a man I'll ever get for a boyfriend. I'm not gonna pass up thinking about giving something I know was good for me a second chance. Everyone makes mistakes, right? Everyone deserves a second chance..."

"He'll just break your heart, Buffy..." Dawn frowned.

*And Spike wouldn't??* She thought. He was a vampire, someone she shouldn't be with. She groaned, her head beginning to ache. Why was she even thinking of Spike that way?! He just wanted to defend her from being hurt... as a friend…

"It's been broken before, Dawnie. I'll live if it happens again..." She shrugged. Like it was just that simple…

"Whatever you say, Buffy..." Dawn was angry with her sister. Couldn't she see how much Spike cared for her? Dawn saw the way he wept over Buffy's lifeless body the day she was killed. She saw the torment and torture in the vamp's dull eyes. He felt guilty for Buffy's death, and not protecting her and Buffy as he had promised. Dawn didn't hold it against him. He did everything he could. He even became a temporary slayer in the days after her death. And most of all? He'd been a destroyed man without Buffy there. Why could no one see him as more than just a vampire, as more than just the monster he wasn't? Dawn thought

Buffy was finally seeing past the demon. Spike told her the short conversation he had with Buffy at the house, the night of her death, about treating him like a man. Dawn jumped up, stalking over to a spot to read books to be alone. Why couldn't Riley just stay away?!

Buffy shook her head. "Why is she so against Riley? She used to like him..."

"Spike means a lot to her, Buffy... She saw how hurt he appeared when you told him to leave. She's angry, she'll be fine..." Willow whispered so Dawn wouldn't hear. Buffy groaned, her headache thumping. She just wanted to go home and sleep on everything, but she had been short with Spike before and something was digging at her heart, telling her to go see him. It was telling her she needed to speak with him. "I've gotta take care of something… Will, Tara, can you take Dawn home for me and keep an eye on her till I get back?"

"Sure," Tara smiled. "It'll give us a chance to let Dawn unload some feelings and maybe she won't be so angry when you get home..."

"Yeah, we'll take care of her," Willow smiled, knowing where her best friend was headed. Part of her was glad she was going to see Spike. Another part was frightened of what may happen between her, Spike and Riley.

"See you guys later," Buffy grabbed her short, knee length, brown leather jacket.

Spike, weaponless and injured, was having a great night. He reached out with his good hand, grabbing a vamp, which had lunged at him, and flipped it over his knee onto the ground. Smashing a boot down onto its throat, he gave a sharp jerk to the left with his ankle and its neck snapped, causing the fledging to howl in pain. The older vampire knew it wouldn't kill the git, but hearing screams were always good for a few chuckles.

Grabbing his closest adversary by the back of the head, he used all of his strength to drive the vamp through a nearby headstone. There was a bone splitting crack, and the fledging fell unconscious upon impact. Dodging another flying leap from one of his attackers, Spike grabbed him midair and pushed him to the ground savagely, kicking it in the head once for good measure. It hissed in pain and writhed as he jumped around it to face the others.

He almost wished he had a stake now, or at least his ax. As much as he loved a bloody brawl, he didn't fancy leaving the kiddies alive and kicking. Dodging the left right combination of one of the remaining two vampires, he wondered what a suitable death would be. He leapt and rolled out of the way when the second vampire tried to lash out at him with a spiked chain that it had picked up from one of its fallen comrades. Then, William the bloody got a wonderful idea. Spinning to face chain vamp and his buddy, he crouched low in preparation. As the demon let lose with another whip-like attack, Spike stuck his arm out and let the chain coil around it, before giving a sharp yank. As the surprised vamp surged forward from the strength of Spike's pull, the master vampire drew back that same arm and punched hard. The spiked end of the chain pierced the throat of his adversary, causing it to let out a gurgled noise of pain and fall to the floor, clutching its shattered neck. The second fledging, surprised now, stayed back, not sure what to do all by itself. Shrugging mentally, Spike looked at the vamp on the floor, mace like spikes embedded halfway through its neck. He bent down, unwrapped a length of chain from around his arm and circled it around the gagging Vampire's throat, giving a sharp pull and a twist. There was a snapping sound and his enemy turned to dust beneath him as he wrenched its head off with the help of the cold metal line.

He looked up, very self satisfied, at the last standing vamp, who was circling nervously. Spike gave a push and the chain loosened from his arm and fell off of him completely. He saw the younger demon look to his fallen ax, and even let him run towards it and grab it. He didn't even laugh when the scared little thing whirled on him with it, holding it in a defensive position, warning him to get back, or he'd "slice you like a Christmas ham". The master vampire couldn't help it upon hearing the threat at that point. He had tried to hold it in out of courtesy earlier, but now, it was just too damn much. He laughed. He was so looking forward to this fight… or scuffle rather…

And then Spike sighed when the vamp holding the ax crumbled to dust. Buffy stepped from behind the still swirling ashes, catching the ax before it hit the floor and swiftly beheading the unconscious vamp whose neck Spike had broken. She tossed him the ax, giving him a look that bade him take care of the last one, and fast. Catching the weapon, Spike raised it over his head and brought it crashing down on the vamp that he had thrown into the tombstone. It disintegrated upon impact. He watched the body float to the ground, gathering in a pile at his feet. Not that he hadn't seen that a hundred times before, he just didn't really want to accept the fact that Buffy was standing here, and more likely than not, ready to break his undead heart with her good news. After he couldn't prolong it any further, he faced her, and the two regarded each other rather warily. Spike raised a single eyebrow at the slayer's intrusion to his fight. "Can I help you, Slayer?"

She was all business, counting the piles of dust that were scattered around them. "You could have been killed."

"I was having fun."

She glared at him, brushing vamp dust off of her jacket. Pocketing her stake, Buffy closed some of the distance between them, hating the feeling she got when facing him like this, alone. "You're hurt," she stated, biting back her retort upon seeing the blood that stained his cheek and bottom lip. She made as if to touch his face, but drew her hand back sharply at the last minute. She looked at the hand a second, as if it had attempted a terrible crime, and finished it off by sticking it into her pocket rather hastily. "You should have just killed them right away, Spike."

He resisted the urge to look incredulous and merely cocked his head in a half shrug, half, "go to hell" gesture. "Thought I'd have some kicks first, luv. Was gettin' to the killin' part. " As if that explained it all, he turned around and started walking back towards his crypt without another word.

"So let me get this straight, you were going to kill them AFTER they broke you?" she called after him, lengthening her stride to catch up with him. They weren't done talking, after all. And she wouldn't let him just walk away like this. Especially since she was so annoyed, having seen him take on that group of vamps all by himself without a weapon, and enjoying every minute of it, on top of all that. What if the idiot had gotten himself killed? Did he know what his recklessness would do to her? It wasn't just about him anymore. He had friends. He had… she stopped, realizing that he had gotten ahead of her again. "Spike, stop."

He turned around suddenly, and she almost crashed into him. The vamp studied her, really wanting to be angry with her right now. But, looking at her standing here with him, and having her want to talk to him allowed some of the fury to fizzle out. He was only slightly annoyed, for the most part. "How'd it go with White Bread?" he asked, after an uncomfortable silence. He tried to sound casual. Tilting his head downward, like he normally did, he waited for an explanation, and really wished he could have a cigarette right about now.

She sighed, seeing the intense scrutiny she was under. It infuriated her, how she could burn under his gaze like this. "Riley…well, he, he wanted to get back together."

The vampire's eyes flared rage and indignation for a second, but he willed himself calm. If he had learned anything from the humans, it was when to not say anything that might get him staked. So he bit his tongue, and thought of something constructive to say. It didn't have to be nice; it just had to be something that wasn't anything like what he was actually thinking right now. Because, he was thinking about ripping Riley's intestines out and hanging him with his own internal organs. "Congrats, Slayer," he said after a while, in clipped, even tones. He really couldn't think of anything else to say.

Her eyes narrowed. What did he think of her? That she was so desperate and lonely that she would hop at the chance to be with the first guy that popped into her life? With Riley again? Though it was a definite possibility, she wouldn't deny that, it didn't mean that she had to accept just because he was her only option at the time. Why had peroxide boy damned her so fast, anyway? "Are you even going to LET me talk?" she asked him, seeing that he had taken her silence as a definitive yes.

This time, both eyebrows quirked upward. "So talk."

"God, I don't even know why I have to explain this to you," she muttered. "I didn't say yes."

The vampire was almost elated at the news, but he knew better than to get his hopes up about certain things. And, he heard the `but' in her tone. "But…what?"

She sighed. "I didn't say no, either. I said I'd think about it."

"Oh." He turned around and started walking again.

She didn't believe this. "That's it?! I come to talk to you, tell you what's going on in my life, and you say, "oh"?!" she shouted after him, growing angrier with each passing second.

"Go think, then Slayer," Spike replied over his shoulder, trying his damndest to not whirl around and try to convince her to forget about the ole Cap'n. He tried to rationalize that she needed to decide this on her own, with as little interference from him as possible. He knew that if she thought she could be happy with Soldier boy, then she should go for it. Any happiness the Slayer could find during her short life was precious. With that thought, Spike suddenly realized he was turning into his sodding poof grandsire with each passing second. Disgusted with himself, he pulled out a cigarette and lit it, just to be defiant. He was still the Big Bad, after all.

She watched him go, dumbfounded. No reaction? No anger? No cursing Riley's name and lineage? Just… `oh'? She was surprised how hurt she was at his indifference. Fine. If he wanted to be like that, she would humor him. What did she care what he thought in the first place, right? This was ultimately, her decision. In fact, it had nothing to do with Spike. He was just a friend, whom she THOUGHT should have the courtesy of an explanation. Spinning around, she stormed off into the night, in the opposite direction the vamp was headed. Fine.

Part III: Bold Move

Her anger was boiling as she took fuming steps back home. How dare he react so...so...nonchalantly... Like she suddenly didn't matter to him at all?? Her anger subsided slightly to hurt. She bit her lip, eyes wide, fighting off tears. She growled.

"God Buffy!! What are you thinking?!" she shook her head, trying to relieve her thoughts, but they weren't coming from her mind, but from her heart. Her strides were so lengthy; she could see her home nearby already. She stalked in and out of the street shadows, arms wrapped around herself. She sighed heavily. "I need to go home, take a long hot shower, eat some ice cream, pout and whine...maybe wake up Dawnie...pout and

whine some more... and get some sleep..."

Spike threw himself into his armchair and ripped the cork out of wine bottle. "Damn you Slayer, and damn your bloody goody pansy, live, poofy Riley. Boring lil twit. Sodding wanker, Nancy Boy...and I thought Peaches was bad..." He growled, stomping his foot. He took a swish of the liquid.

"Don't you realize he's not good enough for you slayer? He's not the staying kind, luv..." he yelled into the air. "He'll only hurt you damn it... When he does, chip or no chip, 'll break each of his bloody limbs is all... 'tll be bleeding good fun..." Spike chuckled with the visual image of ripping Riley's limbs from his body. "It will..." he brought the bottle to his cool lips again. He sat back in his armchair, mentally killing Riley. Anything to distract his mind from the Slayer.

Buffy smiled softly, stepping out of the shower, and into her most comfy PJ's. She opted not to wake her sleeping sister, because well, she did have school in the morning. As much as her tummy argued with her, she also passed on the ice cream. It would only lead to brooding and pouting and the waking up of Willow with an ill timed phone call. Besides, she was tired of thinking about all her problems. For goodness sakes, she just got back from kicking the bucket a second time, she should be happy to just be alive. And she was certainly happy to see her bed. With a sigh, she slipped under the covers, letting her body relax, even if her mind wasn't ready. She leaned her head into her pillows, eyes glaring at the ceiling. Damn it... All she wanted was to live as normal a life as a Slayer could, and instead it just kept getting more and more complicated. On top of the demons and apocalypses she had to deal with on a regular basis, there was also the soap opera that was her life. As much as part of her was glad Riley was back, she wished he'd just have stayed away and kept things simple. Having him gone kept him out of her mind. Now, having him home, it hurt to see him, but it felt good all at once. He was something safe and familiar that she didn't have to think much about. It left her heart and mind in a battle of tug o' war for her feelings for him.

Her eyes darted to the moonlight outside her window. As if that wasn't bad enough, now Spike was obviously upset with her. Again, she wondered why it mattered so. He was just a friend, a new friend, and someone she'd never thought she'd ever trust. They'd had the talk when she'd returned. But she did, and she didn't want to lose any friendship they were building. There really couldn't be anymore for them than just friendship. He'd accepted it, and they'd done just that. Become friends. But she supposed, she should've known talking to him about her love life wasn't something she could rely on Spike for. Watching her back and defending and protecting her and Dawnie... that she could rely on the vamp for, which was a big step alone. Not long ago, Spike wanted her dead and

vice versa. They'd come a long way. Question was; how much further did they

have to go?

She groaned, burying her face in the pillow. Why did she keep questioning her relationship with Spike?! They were friends, just friends and that's all that she'd ever let it be. He was a bad guy! Well, a former bad guy. Not that all the men she's had in her life hadn't turned out to have a really bad streak. Even Riley, in a, leave in the night, don't call or keep in touch kinda bad. Not only that, but Spike was only somewhat good because he was chipped. If that thing ever were to malfunction it be all over. He'd be back to finding ways to kill her, and he could just walk right into the house. God, what if he tried to hurt Dawn? Buffy frowned. She couldn't believe her own thoughts. Deep down, somewhere in the dark, hidden place in her heart she knew Spike would never hurt either one of them. But she wouldn't let herself fully believe it. Plus, first and foremost, he was a vampire. Not that Angel wasn't... Why did she have to make an excuse for every bad reason to be more than friends with Spike?! She growled, hitting her head on the pillow. "Just stop Buff... Just stop thinking of Spike! You're supposed to be concentrating on Riley!" Yet, that was the furthest thing from her mind.

Spike flicked his lighter on, lighting his cigarette. He took a long drag and inhaled the smoke. He walked out of the cemetery with a purpose. He was so tired of thinking and speaking aloud to Buffy when she wasn't there. He was going to talk to her and she was going to listen, whether she liked it or not. He knew how much she liked to hear herself talk and how much she detested anything he had to say. Especially when she knew deep down in that slayer gut of hers, he was bloody right. He was gonna make her see that he

was right somehow. He exhaled the smoke, snorting. "Like that blond, stubborn lil slayer would ever see the truth right in front of her big ol' beautiful eyes!" he flicked his ashes and stalked down the streets. He wondered again why he was doing this? "Right mate, you're doing this so she'll stop dancing around in that bleeding mind of yers. Like she ever would... the...the..lil...dancer of my bleeding mind..." Spike groaned. "Yer long

gone mate, you're even sounding like the slayer now." He put the cigarette in his mouth. "With all that nonsense talk she and her mates make up..." his cigarette hung loose on his lips. Buffy talk, he liked to call it. The worst part was, deep in his cold heart he knew he was doing this out of his sick, sadistic, (as she liked to think) prisoner in jail waiting to break free kinda love he felt for her. Or as he thought, his pure, good, life altering, mind boggling, heart renewing pumping, true love. He sighed, shaking his head. He took another puff of his cigarette and the slayer's lighthearted voice sounded in his head, "You do know second hand smoke is deadlier than all the vampires in the world, right?

Spike laughed wickedly. "Nothing's more deadly than the 'Big Bad' on a rampage, luv..." he tossed his cigarette into the street for good measure.

"Spikey's comin' for you slayer..." he grinned, licking his lips. Her house was right upon him now. He stalked up to the house, leaping up the house to her window. He slipped in and was about to start yelling at her when his voice caught in his throat and he smiled an ear splitting grin. She was so precious, so beautiful... She was fast asleep, snuggling a small stuffed pig, like a child, to her chest. A small smile played on her lips and the girl known as Buffy shone through for Spike to see. The girl he saw inside her fiery nature as the slayer. Good lord, she was so perfect. His anger suddenly drifted, not wanting to yell, but to help this girl he loved so. He slipped into the room, and like a person suffering from a split personality, he took another look at her and he growled silently, shaking his arms, fists bawled in the air. He ran his fingers into his white hair, remitting another purring growl. She was going to be the death of him! He was turning himself into a Nancy boy with all this mushy love for her!! When would he get to

show the fiery passion he felt too?!!

Buffy's slayers senses kicked in, and her eyes flew open. She shot up out of bed and scanned the room. "Holy cow! Spike, geez, you scared the mess outta me!!!" she gasped, seeing a figure in the corner of her room. The moonlight illuminated his peroxide hair. Her heart slowed its furious pace slightly. It was still racing from the handsome man staring at her with searing blue eyes.

Spike tilted his head, slightly cocky. "Well slayer, glad to know I still frighten you since 'm turning into a bloody Nancy boy!!!!" he growled, shouting, his temper snapping.

"Shh..." Buffy warned. "You'll wake Dawn..." She paused. "Do I have to de-invite you again?!"

Spike lowered his voice slightly. "You don't know what you're doing to me, luv! You have to listen to me!"

Buffy crossed her arms, staring at him. "Spike, what do you want?" She looked at her alarm clock. "It's nearly 4am..."

"Slayer...Buffy..." he came to her, sitting on the bed. "Please, luv... You don't know what you're getting into with Riley. He'll only hurt you pet, he'll just leave you again! I can't stand to sit by and watch you be hurt all over again!"

"What do you care?" Buffy frowned. Now, of all times, he wanted to talk.

"Damn it Buffy. Whether you believe me or not, I LOVE YOU..." Spike cupped her cheek with his cool palm. "Please... I know you detest me, know that 'm lucky we could just be friends, but Riley isn't right for you!" Buffy stared wide eyed at him. She was speechless, for a change.

Spike stared at her, waiting for her interruption, waiting for her to drop kick him outta here and tell him never to come back. When she didn't it took him by surprised and he didn't know what to say next. "It's just lunacy to consider Riley! The bloody poof is just too soddin sappy! You need someone who understand YOU Buffy." he paused. "The rotten wanker left you and expected you to forgive him for getting some good times with some vamps?! What kinda poof does that to you?!"

"Spike, everyone makes mistakes..." Buffy excused.

"But how many times had he left you in the night, leavin' you lonely in this very bed luv, to get a thrill with some vamps?!" Spike was detested by the thought of her being left alone. "You need someone who'll be there when you wake up, who'll reach over and love you all through the night! You need someone who not only see Buffy Summers, but see that a part of you is the slayer... that fiery passion inside your heart and soul..."

Buffy's throat was dry. She hung on every word, ever utterance, and felt her heart melt. Scarier yet, she was beginning to think he was right.

"Someone who knows you're job is to save the world and that you're still just a girl. A girl who needs and deserves love more than anyone else I know... A girl who's heart is so..." Spike paused, gathering some strength. "Tender, sweet, caring, and so loving she'd give a monster a chance to prove himself a man to you..."

"Oh, Spike..." Her heart was thudding so hard. "I..."

Spike put a finger to her soft lips. "Buffy, I know you. I know the sweet girl in you, I know the fiery slayer who wants to help everyone. And I even see the deep dark side of you. You need a monster in your man... Not someone like Riley..."

Something in the way Spike said Riley's name made her heart clamp up, breaking the spell he had on her. She regained her senses and pulled away from his hand hastily. Her eyes glared at him. "One second... just who are you to tell me what I need?"

Spike saw the change in her eyes. He'd gone too far, said too much. Now, she was mad. "I… I just meant... since you came to me to talk..." Spike sighed.

"Yeah, and a big mistake that was. You're just using all this trouble with Riley as a chance to get with me, aren't you?!" She shoved him off her bed. "I thought we were friends, Spike?!" her temper was building again. "When are you gonna realize I don't love you! And I never will!" She glared hard at him. Spike looked up at her from the floor. Damn his big mouth! He'd gone too far, pushed her too soon! Those sad blue eyes of his watched her, his own temper at himself growing.

It was all his fault. Now, he'd probably forced her into the arms of that wanker!

She glared at him, standing up. "Spike, I think you should leave."

He struggled to find something to say, anything that would get that look of utter disappointment off of her face. Contempt, and fury, even disgust and hate, he could deal with, but her disappointment cut him like a knife. Because he knew she had trusted him to be her friend, and to support anything and everything she did, as a friend was supposed to. And he had just blown it. He looked downward, unable to hold her gaze, unable to face that sad, resigned look that crossed her face, full of that damned, disappointment. Why wouldn't she hit him, be furious at him, curse him? If she would just be angry with him, yes, he'd get beaten, and broken, but at least it would be normal. He would expect it. But seeing that disappointment… it made him relive the night of a thousand nightmares. The night she died. It was as if he'd failed her, again. He couldn't take that. Not again. He'd die a thousand deaths; endure having every bone broken in his body, to avoid living that moment again.

Choking back a sob, he got up off the floor slowly, eyes not even seeing anything around him. She was right; he should leave. He turned and headed out the window, pausing slightly at the sill, as if he were going to say something. Instead, he let out a breathy shudder and climbed out. He was vaguely aware of the window closing behind him. And for the first time in 120 years, Spike truly felt dead inside.

She watched him go, a shattered, torn expression left unguarded on his face. For a moment, she forgot her anger, felt her heart go out to him. She could see the pain he was in, sense the anguish radiating from his body like fever. But her resolve didn't crumble, because she wouldn't let it, and she told herself, that no matter how much it hurt to see him like this, he had brought it upon himself when he breached her faith in him. It was his fault. He should have stayed back and let her deal with this herself. He shouldn't have tried to influence her decision… he shouldn't have told her what was in his heart.

She put her hand over her mouth. What was a friend? Someone to talk to, to share your deepest secrets with. Someone you could be yourself around. A friend was someone who loved every bit of you, even at your worst. A friend was honest with you when the world lied, told you what you needed to hear, and not what you wanted to hear.

With her hand on her face, she felt wetness on her face, not having realized the fact that she was crying until now. The window shut behind him, and she watched him climb out, a mysterious disquietude surrounding him as he did. He seemed to truly fade with the shadows, tonight. She wanted to open the window, call out to him, and stop him from leaving. She wanted to erase that dead look from his face, and that haunted, emptiness in his eye. But her tenacity held true to form and she stood rigid, unmoving from the spot, tears she did not feel sliding down her cheek, before falling to the floor in crystalline droplets.

She tried to ignore that ache in her chest and tried to focus on how wrong he had been, to say those things to her. How wrong it had been, for him to say what was in his heart. She tried to tell herself that he had crossed a boundary, that he had broken a sacred trust. She tried to tell herself that he shouldn't have tried to influence her. She tried to admit to herself, that he wasn't an influence, already, whether he tried or not. Sitting back onto her bed desolately, she stared at the window in which she had seen him go. Maybe if she kept telling it to herself, she'd start to believe it. He had been wrong.

Dawn withdrew her ear from her sister's door and slipped back into her room silently, closing the door behind her. Tears tracked down her face, and she buried herself into her pillow to drown out the sobs. Her heart went out to the vampire that had been her best friend, her guardian, her keeper, and for a while, her only everything. Was she the only one that could see his love? Was she the only one that saw past the classification, into the heart of the man? His love was pure, even if he was not. He was not a monster. He had more soul than many humans. His heart was real. Why was she the only one that saw that?

And with each indignation the youngest Summers came across, the more her empathy for Spike turned to anger at the world. She raged internally, against Angel, against Riley, against Parker, and against even Buffy, for the injustice of Spike's situation. Why should he, her protector, her keeper, and most of all, her friend, pay for the crimes of those before him? Why should he be put into a glass box, classified with a species and set aside as a beast just because of what he was? What about who he was? It wasn't fair, and she refused to let the brash, egotistical, honest, gentle, passionate man she loved so much be destroyed because of it. Getting up and wiping her face with the back of her hand, she headed to her closet and changed hastily. She wouldn't let him walk away from here thinking no one cared.

She was ready in record time, truly not even remembering what happened between her room and the street as she crawled out the window. Taking off at a dead sprint down the road, she could still see his dark figure walking slowly by the end of the street. She resisted the urge to call out to him, and sped up to meet him, instead. He had to know that someone, anyone, cared. He had to know someone believed in him.

Spike walked slowly, his head in a tizzy over what had happened. He was vaguely aware that he was moving, towards the crypt most likely, though he couldn't recall giving his feet the direction to move there. What had he done? He'd destroyed that friendship that was forming, had shattered that bond before it had time to set. Could he ever get it back? He would move the earth itself if that were the price, but he wondered if Buffy would even give him the chance. Not that he could blame her. He had failed her expectations, again. He had let her down when he promised he wouldn't, just like that night, on the tower. He was a miserable hero.

The vampire wanted desperately to blame tonight on someone else, to erase the hurt of disappointing the person that was his sole reason for living, the one who had given him his only purpose in life. He even wanted to blame her, because she should have known better than to trust a soulless demon to do a job. He wanted to convince himself it was her fault in the first place, because she should have known that in the long run, he would betray her, because he was evil. But, he just couldn't find the heart to do it. He couldn't blame her as much as he could hate her, and so it settled that his pain would rest solely on his shoulders, from now until eternity.

So immersed in his thoughts was he, that he didn't hear the crunch of boots on wet grass, didn't sense the enraged heartbeat or the adrenaline pumping blood of the mortal that charged him. He staggered at the first punch, but managed to stay upright, spinning around to face his attacker, the blow having caused his game face to emerge, unconsciously. It was just another reminder that he would always be a monster, hiding behind a crude, human mask. When he saw who had attacked him, the sudden tension left him, his demon mask sliding back with a shake of his head. He did nothing, said nothing. He simply turned around, telling himself to keep walking. He wouldn't give the bastard the pleasure of sneering at his pain.

"What were you doing in her room?" Riley demanded, eyes blazing with jealousy.

Spike ignored him. He didn't want to face Finn. The all too plain, all to real man that had come out ultimately victorious through their monumental struggles.

"I'm talking to you!!!" Riley demanded, indignant and full of rage. He grabbed Spike by the arm and spun him around bodily, glaring hard at the insolent vampire.

Spike looked at the boy, for that was all he really was. An irritating, overconfident, puppy of a boy. He could not find a reason to be afraid, seeing the soldier glaring down at him. He held back the urge to laugh and goad the whelp into putting him out of his misery. The only reason he didn't, was his promise. Until the end of the world. "You shouldn't be spyin' on her, Finn," he replied, shrugging the arm the held him off.

Riley was floored. No smart crack? No dry witty remark? "What happened, Spike? Why would she even let you in?" he growled.

The vampire turned around, facing Riley head on. "Why don't you ask her, lover boy, instead of going around behind her back?"

Enraged, Riley drew back and punched Spike hard. "Don't you dare act better than me. You're just an animal." He grabbed the duster collar and pulled his fist back again, a menacing look in his eye. "Tell me."

The commando wasn't sure what happened next, but something attacked him furiously, jumping on his back and screaming barely coherent demands that he let go and leave Spike alone. Dazed, he lot go of Spike, grabbed the assailant, and threw whomever it was, off of his back.

"Oh God…" Spike dove to the ground at Riley's feet, his back cushioning Dawn's fall.

Riley heard the startled yelp, and the soft groan, and he froze. Looking at the pile that he had thrown to his feet, he felt his throat go dry. "Dawn? Oh God, Dawn, I'm so sorry…" he started, moving down to pick her up.

She slapped his hand away, scrabbling to get off of Spike. "Spike? Are you okay?" she asked, ignoring Riley.

The vampire rolled over onto his back, and looked back up at her. "You all right, pet? GI didn't hurt you?" he asked, groaning and sitting up.

She smiled, though he could still see the tear stains on her face in the moonlight. "Something big and bony broke my fall," she responded, as they pulled each other up.

"Dawn, God, what were you doing? Why are you out here, at this time of night?" Riley demanded. "You should be in bed. Buffy could be worried sick…it's dangerous out here." he started, frantically.

She glared at him. "Yeah, I could get thrown around by big Boy Scouts," she quipped, eyes narrowed.

Finn ran a hand through his hair. "Aw kid, I'm sorry. But you shouldn't have jumped me like that."

"You shouldn't have jumped Spike!" she shot back, infuriated that he thought he could treat the vampire that way just because he couldn't defend himself.

"He was in Buffy's room. I wanted to make sure he hadn't done anything to her." It was a lame excuse, and everyone there knew it.

"So you decided to attack him instead of going to see if she was all right?" Dawn drawled. "The army teach you that?"

"Dawn, stop," Riley said. "C'mon… I need to get you back home."

She ignored him and looked back at Spike. "I had to talk to you, before you walked away, thinking no one cared," she said quietly. "I…I heard what happened in Buffy's room, and…" She leapt into his arms, pushing her head against his chest as a fresh bout of sobs escaped her. "She shouldn't have said what she did. You're not a monster."

"Shhh, Nibblet. You know you shouldn't be out here," Spike said quietly, avoiding her statement. He laid his cheek on the top of her head and hugged her tightly. "It's dangerous."

"Not with you protecting me," she responded, voice muffled by his thick leather jacket.

He looked down at her adoringly, realizing for the umpteenth time that he loved this little girl so much it made his heart hurt. "You should go with Riley and get home, Bite Size," he whispered against her.

She pulled back slightly, knowing he was right. He was always right, her Spike. "I just needed you to know that I love you, Spike."

He smiled a little, and she saw some life spark back into his eyes. "You shouldn't love me, pet. I'm a monster."

She felt infinitely less sad, seeing that look in his eye. Seriously, she put a hand over where his heartbeat would be, had he one. "You're not a monster where it counts," she assured him, looking straight into those swirling oceans of blue that were his eyes. His heart was all that mattered to her; it was all that should matter.

"It doesn't beat, luv," he responded sadly, looking down at chest as he put his hand on top of hers. God, how he wished it beat, in times like these.

She withdrew her hand from his heart and wrapped him into a fierce hug again, leaning against the crook of his neck. "It doesn't have to."

He smiled wanly at the thought. "You should get back home, pet."

She withdrew and nodded. "Yeah. Tomorrow night…" she trailed off, wondering how to say this. "The gang is still going to be at the Bronze tomorrow night. Come?"

"No Nibblet, you know I can't…" He stepped back warily, shaking his head. "Sis'd stake me `fore I was halfway through the door."

Her eyes pleaded with him. "Please, Spike? Don't let that bother you. Don't let the Captain back there influence it."

"Hey!" Riley protested, halfheartedly. Since when did Dawn dislike him so vehemently? They used to get along, all right.

She ignored his outburst. "Please? You still need to teach me how to shoot right, and Xander will be disappointed if you and he don't get in your weekly Pool game. You know he can hang with just girls for only so long…"

He studied her face, eyes wide with hope, old tears starting to dry in the warm night air. His little angel, his promise. He swore he wouldn't let anyone hurt her, and that threat included him. He sighed in resignation, and looked downward, not saying anything.

He didn't have to say anything. She knew. "Thank you Spike!" she squealed, kissing him on the cheek quickly.

"All right then brat, get on home," he urged, smiling fondly.

"Bye, Blondie," she called back, letting Riley pull her back down the street, towards the house. He watched them go in silence; saw Finn put his arm on her shoulder. It was decidedly, the most normal thing he had ever seen. And for once, for once he didn't care if he acted like a bloody poof. His heart was broken and damn it all to hell, he hurt. He felt awful and broody and for once, he was going to go with it. He pulled out his smokes and defiantly pulled out one.

Then the sodden slayer's voice played in his head like a broken damn record set to drive him nuts. He growled in pain and anguish. To hell with it... He lit his cigarette. He took a long drag. "I really am love's bitch..." He turned on his heel, shuffling his feet towards the cemetery. His normal swaying saunter just gave way to depression. He

was only half way down the block by the time his light was gone. He lit another. He needed to get good and drunk and then get the hell outta Sunnyhell. It really had seen some serious whoopings of his ass, but tonight may have been the worst night of his life. Strike that, second worse night of his life. Flashbacks of weeping over Buffy's dead body corroded his heart and mind. Her rejection tonight hurt more than anything he could've imagined, well almost anything. To see her live and hate him would not nearly hurt as much as to see her frail, weak body sprawled out and lifeless, again. He knew he'd never be able to fully escape this place though.

Only one thing kept him here, kept him from running away... Dawn. No matter how much Buffy rejected him, Bite Size always needed him and he had promised her. For that he was grateful, and at the same time, bloody regretful. As long as he stayed in Sunny D keeping an eye on Nibblet, his undead heart would be completely miserable. So be it.

If he'd die for Dawn, he'd suffer torture for her as well. At least someone believed he was capable of love. He only wished he could prove it to someone else. But, Summers women were stubborn that way. That he knew well. He decided to visit the last of the lot of them tonight, on his way back. Maybe she'd know what to tell him...

Dawn shrugged Riley's arm away from her. "I'm not your lil buddy Riley, and sorry to say I wish YOU were the one Buffy wanted to stake."

Riley frowned. "Dawn, what did I ever do to make you feel this way?"

She glared at him. "Not that I owe you any explanation what so ever, but you suck. You left Buffy just when she needed you most."

"I heard about your mom, I am sorry..." Riley apologized.

"Yeah well, that was only the half of it..." Dawn raised her brows, turning her head away. Her eyes welled with tears. She blinked them back.

"What else happened Dawnie?" he questioned.

"Nothing you need to hear from me...." she huffed. "Why DID you decide to come back now Riley? Why couldn't you have just stayed away?" she snapped.

"Well, I'm sorry you felt that way Dawn, but I missed your sister a great deal. I want to make amends," he explained.

"Well beating up on Spike isn't going to change her mind. Regardless of how Buffy's feelings for Spike differ from mine, I know she thinks of him in a slightly higher regard than most vamps. He risked a lot for us." they approached the Summer's home.

"Like what, Dawn? He's already dead!" Riley argued.

"And he'd die again, for either one of us..." Dawn shot back acidly, defending her best friend.

"Why would he do that?" Riley asked, disbelieving.

"For love..." Dawn stared him down. "Something you obviously know nothing about, Riley Finn." She broke him down with a penetrating glare. He remained silent, speechless at the ferocity of her anger towards him. After a minute, she snorted and shook her head, turning to walk into her house. She stalked up to the door and unlocked it with her key without a backwards glance at her sister's errant boyfriend. "Goodbye, Riley."

He watched as she locked the door behind her, shutting him out.

Part IV: Cocoa and Music

Spike plopped down on the soft grass. He frowned, staring at the tombstone in front of him. He touched the cool stile, making sure it was real. " Allo mum..." he whispered. "Sure could use some of your hot cocoa..."

The thing he loved most about Joyce Summer's cocoa was her special presence that came with it. She, much like Dawn, always treated him with kindness and generosity. She saw past the monster in him, and Spike made no quorums about it. He was indeed a monster. He thought of all the people to see past it, it would be Buffy, because she had always wanted the same thing Spike wanted. She wanted someone who would see past the Slayer and see Buffy Summers.

"How's heaven been treating you, mum?" he murmured with affection. "They got those cool marshmallows there?" he smiled fondly. "I wish I could erase time and bring you back. I know you weren't really on my side or anythin'... but I really could use your help with the Slay... Buffy..." he paused, heart shattering. "I messed up real good this time, luv..." he sighed, overcome with sadness.

He sat and talked, whispered and even said nothing at all until the telltale signs of the sun rising began to show. He bid the resting place a goodbye, with a short smile.

"Thanks for the talk, mum... Until next time," he grazed the tombstone in finality. Then he walked backwards, eyes not coming off the tombstone. He finally turned and headed for his crypt before he turned into dust.

The morning sun crept into the kitchen windows as Dawn and Buffy sat at the table in silence. The only sounds were of spoons dipping into cereal bowls. Buffy eyed her sister, wondering what she was angry about. "So, you gonna talk to me at all this morning?"

"Not if I didn't have to," Dawn shrugged, anger burning inside her.

"What did I do?" Buffy frowned.

Dawn glared at her, her tone not softening. "You acted like a real jerk! Sometimes, you can be so mean I wonder if it's YOU that doesn't have the heart..."

Buffy sighed, her temper rising a bit. "You were eavesdropping last night?"

"Yeah... heard Spike climb in..." Dawn crossed her arms. "Don't try to turn this around on me Buffy."

"It's not nice to eavesdrop Dawnie," Buffy scolded.

"And it's not nice to treat your friend the way you did! He was only trying to help you! Not get in your pants!" Dawn fought back.

"Dawn!" Buffy's eyes widened. "Really! C'mon..."

"It's the truth! He was just telling you what was in his heart. And he DOES have one Buffy. He risked his life, be it may that he's already dead, he'd have died again for REAL for us!" Dawn continued. "Can't you see past the monster? It's not him anymore! He's changed!"

"Because of a chip, Dawnie. Because of a tiny, electronic chip!" Buffy tried to reason.

"If that chip were to ever malfunction we'd all be in real danger from Spike! He's a master vampire!"

"Than why hadn't you killed him before the chip?!" Dawn protested. "And if you really thought it was all because of the chip would you really let him in my life, in our lives? If you thought for one second he could only be acting this way because of the chip, you wouldn't have re-invited him in or into our lives!"

Buffy didn't have an answer for her. Her anger was at its boiling point. She was the adult, not Dawn. "Look Dawn, we're not discussing this any further. Spike had been a great help and I do want to keep him as a friend and trust him further, but right now I don't know what to think of him." she paused, wishing she'd treated him better last night."

"Riley attacked him," Dawn tattled. "Last night, after Spike left. I followed him. I don't care if you punish me for leaving the house, but I couldn't let Spike leave like that." Dawn continued on in a rush. "When I caught up to him, Riley was attacking."

"What?" Buffy gaped.

"He came up with a lame excuse that he was afraid Spike hurt you... like he could..." Dawn snorted. "I think he just beats up on him now cuz he knows he can..."

"Enough Dawn..." Buffy snapped. She ran a hand through he blonde hair.

Dawn glared. "I can't bel..."

"Dawn, I said stop. Please, I can't take anymore this morning," Buffy's mind was spinning with information. Her heart went out to Spike again. Yet, she couldn't believe Riley would just attack Spike with no cause. She'd speak to both of them later about it. If she could face Spike. "Let's get you to school," she sighed. "We'll talk more at the Bronze."

That night at the Bronze, Spike held his promise to Dawn and showed up. When he walked in, his eyes drifted on Buffy and his whole being lifted. He couldn't help but want to smile. The smile faded though when she turned and frowned at him.

Dawn ran over and hugged Spike. "You're here!"

"Easy Pint Size," Spike eased the young girl off of him. "Don't want to piss of big sis..." he paused. "Anymore…"

"Screw her," Dawn waved.

" 'm not big on affection anyway, Nibblet...." Spike chuckled.

"Sure Spike," she rolled her eyes. "C'mon Xander's waiting for us at the pool table!" she gripped his cool hand and never once flinched from the coldness.

Spike found her energy infectious, but when his eyes fell on Buffy his cold heart seized to beat again.

Buffy watched Spike from across the club, where she sat with Wills, Tara, Riley and Anya. She felt sad seeing Spike's expression, but she saw him pick up a bit at a joke Dawn told him.

"You want him to leave?" Riley began to stand.

"No," Buffy ordered. "Spike's fine with Dawn. Leave them alone." she glared at Riley, not having the opportunity to talk to him about last night yet.

From across the room Spike was watching Xander set up the pool table, his eyes kept drifting back to Buffy. The music in the club slowed down and a familiar ballad started. Couples drifted to the floor. Buffy and Riley included.

Like anyone would be

I am flattered by your fascination with me

Like any hot-blooded woman

I have simply wanted an object to crave

But you, you're not allowed

You're uninvited

An unfortunate slight

Must be strangely exciting

To watch the stoic squirm

Must be somewhat heartening

To watch shepherd meet shepherd

But you you're not allowed

You're uninvited

An unfortunate slight

Like any uncharted territory

I must seem greatly intriguing

You speak of my love like

You have experienced love like mine before

But this is not allowed

You're uninvited

An unfortunate slight

I don't think you unworthy

I need a moment to deliberate

Spike felt the words hit home and he felt suffocated suddenly. The vampire hadn't

needed to breathe in over a 100 years, but suddenly he felt as if he was choking. He set down the cue and put a hand on Dawn's shoulder, steadying himself.

"What? What is it?" Dawn asked worried.

He shook his head, trying not to worry her. "I'm fine, just need...need to go outside a minute..."

"I'll go with…"

"No...Stay with Xander. Play... I'll be...right...back..." Spike wheezed.

Xander watched Dawn worriedly as Spike jogged out of the Bronze, seeming as if he was about to pass out. "What happened?"

"I don't know..." Dawn pouted. "I should go after him..."

"Stay Dawn, you heard him..." Xander warned. She bit her lip with worry.

Buffy saw Spike run out of the Bronze, looking like he was in trouble. She left Riley on the dance floor and ran after him.

Spike burst into the cool air and took a deep, shaking breath. His eyes shone with some deeper meaning and he mentally cursed the singer of the song, because this was obviously a sick joke to get a rise out of him. He growled, almost out of control, before pulling out his smokes and lighter, hoping to calm his nerves.

"Spike!" Buffy called, running down the alley after him.