Spike settled himself on the couch with the remote when Buffy disappeared up the stairs. She'd asked him if he was going to get ready, too. He chuckled and told her to call down when she was close to being done. If having Cordy for a step-sister and Willow as his best friend had taught him nothing else, it had taught him that women definitely took too much time to get ready for a date. It also taught him to appreciate all of the primping and preening that went into their delectible appearance because they did it all for them, the male of the species... or, in Willow's case, the just as attractively preened female of the species.

"I'm almost ready, Will," she called down after more than an hour of showering, blow-drying, cursing and giggling.

He smiled and grabbed his bags from the floor. Five minutes in the shower, less than three to run a dollop of gel through his hair and to spritz himself with his trademark Paco Rabanne and another two or three to dress. Buffy still wasn't ready.

"Love, I'm waiting," he called from the bottom of the stairs.

"Just a minute," she called down to him.

He wondered if it was just a matter of instinct for all women to keep a man waiting. What a man could do in a fraction of the time took women hours.

He smelled her before he saw her. The cherries and vanilla wafted down the stairs announcing her arrival and he felt as if time had stood still. There was no presence of the dubious ticking away of moments gone by as her beauty assaulted him on all levels. The strappy little number was definitely a wise choice. The fitted scarlet sheath moulded itself to her curves hitting, as promised, right around mid-thigh. It drew his attention to the swell of her breasts as they rested against the crepe of the bodice. The neckline was not so dangerously low as it was enticingly enhancing to her form. And the straps were as thin as the satin laces of a fine corset where they skimmed her golden shoulders. She had her hair knotted up into a French twist with just a few loose tendrils to frame her face. Her legs were tan and bare, made even more shapely by the kittenish heels of her matching red sandals. She was chewing on her glossy red lip in nervous anticipation of his reaction.

His eyes drank in every inch of her before coming to rest on the expectant green of hers. He had never seen anything so precious, so perfect.

"Should... should I go change?" she asked, not sure if she was overdressed.

He stood before her, just as striking, in a pair of charcoal grey trousers and sports coat topping a fitted navy blue t-shirt.

"No," he told her, finally finding his voice. "You're bloody perfect."

Her whole face lit up with a relieved smile. For a moment, she was worried that she'd overdone it. She'd never been on a date. She had no idea what he meant by some place nice. She assumed it meant, well, some place nice. And when her mother went some place nice, she'd wear something worthy of such a nice place.

He reached for her hand and escorted her down the last few steps, drawing her close when she reached the bottom.

"Bloody perfect," he repeated, his voice no more than a whisper.

He buried his face in her neck and closed his eyes as her arms came up to wrap around his shoulders.

"Love you so much, Buffy," he swore.

"I love you, too, Will," she replied, her voice warm with the tenderness and awe of a first love.

He was a gentleman in every way. He opened the car door, belted her in and basked in the glow of her giggles and blushes as the compliments tumbled from his lips. He couldn't stop himself. She inspired things in him that he never knew possible. She brought out the poet in him.

When he pulled into the parking lot of The Melting Pot, she let out an unexpected chuckle. He turned off the ignition and looked at her with a raised eyebrow.

"Is this okay? We can go somewhere else," he told her, suddenly worried.

"No, no," she was still giggling. "This, Will... is perfect. It's exactly where I thought you'd take me."

He stepped out of the car and went to her side to open the door for her and help her out. She was quietly smiling as they made their way into the restaurant.

"Reservations for Giles," he told the hostess.

She smiled and escorted them to a small table in a secluded, darkened corner of the already very intimate restaurant. He ordered a bottle of Pinot Grigio and then turned his attention back to Buffy.

"But I'm not--"

"In that dress, you are," he assured her, knowing the protest still sitting on the tip of her tongue.

She blushed and let the words fall away. The maitre'd returned with the bottle of wine and two glasses. He poured a small amount into Spike's glass and waited for him to taste it. He nodded his approval and Buffy watched as both glasses were filled.

"This is too much, Will," she told him. "This has got to be costing you a fortune."

He gave her a wink and told her that it was all courtesy of dear, old Da.

"Rupert is pretty liberal with his allowance," he explained. "Guilt factor. And I'm not fool enough to look a gift horse in the mouth."

She raised her glass and waited for him to do the same.

"Then I propose a toast to Rupert," she said trying to be serious. "And to the beautiful man he's created and raised."

She could have sworn she saw Spike blush. He clicked her glass and cocked his head to the side, his eyes narrowing questioningly on hers.

"I mean... well, men can be beautiful, right?" she asked. "In a totally macho kind of way. You know, man-pretty."

He was still watching her with a wonderous glaze in his eyes.

"Um, I mean... what I meant was how beautiful you are in here," she explained, placing her hand over her heart. "Not that you're not beautiful outside, too. Because you are. In that totally masculine grr kind of way."

He wasn't doing anything to bail her out as she continued to plunge even deeper into her sea of explanations. He sipped at his wine, amused by her sweet innocense.

"Are you going to ever shut me up?" she finally asked.

He leaned across the table and captured her lips in his, sucking gently on her bottom lip before slipping his tongue into her waiting mouth. He stroked the softness of her inner cheeks, the velvety roughness of her own tongue with his before leaving her mouth completely.

"Shut up, Kitten," he grinned, pleased with the effect his kisses had on her.

Her skin was flushed, lips slightly swollen from the contact and her eyes wide with desire. He loved the way she looked at him. It was the intense gaze of a woman who was completely in love. He only hoped that she saw the same profound desire and love in his eyes when he looked at her.

They ordered the traditional Gougere and Emmenthaler fondue. Buffy watched, mesmerized, as their server prepared the pot right in front of them, swirling the cheeses around with white wine, a grating of nutmeg, fresh lemon, garlic and Kischwasser. Spike insisted on feeding her, dipping a small chunk of bread into the creamy blend of cheeses with his fondue fork. She moaned appreciatively as soon as the food hit her tongue.

"Oh my God! This has got to be the best thing I've ever had in my mouth!"

"The best?" he asked with a naughty leer.

"The best non-living thing," she corrected returning his heated gaze.

By the time they had made it to the dessert course, with Buffy insisting all the way that she was about to pop, they had finished off the wine and had started on glasses of Cointreau. The sweet liqueur complimented the dark chocolate fondue perfectly. Buffy sipped at her glass aware of the way Spike was watching her all the while.

"What are you thinking?" she asked him, her voice a little more husky than she'd ever imagined it could be.

"That I'd love to drizzle chocolate down the side of your lovely throat and watch it drip down onto your breasts," he told her, his voice laced with desire. "And then I'd love even more to lick every bit of it off of you."

That earned him a wide-eyed stare that seemed to hold some sort of challenge for him to do precisely that. She finished her drink, never taking her eyes off of his. She couldn't wait to get him home and out of those clothes. She couldn't wait to get him into her bed and under her skin. But he wasn't playing by the rules. He paid the bill and whispered to her that they had one more stop before going home.

He pulled the DeSoto into a small lot at the end of 49th street and reached over to unlatch Buffy's seatbelt.

"One more stop," he repeated, lifting his hand to ghost over her collarbones.

She felt a delicious shiver make its way down her spine as she closed her eyes. His hand was replaced by his mouth. He dotted the delicate bones with soft kisses and light sweeps of his tongue. Her body buzzed with the warmth of the alchohol they had consumed and the fire of desire he was making her feel with each stroke of his mouth and hands. His hand had slipped down to cup her breast, naked beneath the thin material of her dress. He rolled her nipple between his thumb and finger, emitting a low, growl of satisfaction when it pebbled from his touch.

"Mmmm," she moaned. "If you don't stop now, we won't make it home or anywhere else."

He reluctantly pulled away after gracing her lips with a chaste kiss.

"Fine, then," he told her. "We'll play it your way. Was just giving you a preview of what to expect when we get home anyhow."

Buffy hadn't been to Richenbacher's since House of Dreams last played there at least six months before. She loved the brick-faced building, rich with history, an aviation buff's dream. Inside, the rough walls were adorned with framed posters of World War II aircraft and memorabilia. Model airplanes hung from the high ceiling, tethered by fishing line. The nose and prop of an SBC Helldiver was set in the back wall behind the drum riser.

Spike opted for a small bistro table at the front walkway. Buffy glanced at the marquis to see who was playing. Ken and Andrew. She'd seen them before with House of Dreams. Their rendition of 'Seven Bridges Road' with Britton and Jack stood out in her mind. They did a wonderful a capella opening that had made her face light up the first time she heard it and each time after.

Spike sat close to her in their wrought iron chairs, his lips finding hers from time to time, stealing kisses and nibbles. Ken and Andrew opened their set with an acoustic version of the "Welcome Back Kotter" theme. Their eclectic covers ranged from "Miracles" by Jefferson Starship to Cyndi Lauper's "Time After Time" and everything in between.

Spike excused himself as they wrapped up their first set. Buffy sipped at her espresso, made painfully sweet with more sugar than she'd planned to stir into the demitasse cup. She couldn't believe how well she knew Spike. She'd daydreamed about this date all the way down to this very place. She just never dreamed that the girl in question would be her. She felt the smile spread and warm her cheeks as she thought about how quickly they had fallen in love. Was it really as fast as it seemed? She had been in love with him from the first time she saw his beautiful blue eyes. She wondered if he had felt the same. And just why had it taken them so long to realize their happily ever after.

She was still staring into her cup when she heard someone on the mike saying something about 'Red Rain' and 'guitarist' and 'special song for his girl.' She looked up to see Spike sitting on a stool, Andrew's guitar on his lap, with a shy smile gracing his lips. He was looking right into her.

"The first time I saw Buffy she was only 12 years old and I knew she was the one. Maybe not right then, but I knew that if I was patient and if I could wait, she could love me as much as I love her," he spoke into the microphone, his voice gravelly with emotion.

She heard a few 'aws' from girls sitting in her vicinity. She knew that they were all looking at her, but all she could see was Spike.

"So, this is for my girl. For my Buffy. As much as I'd like to say I wrote this song for her last night, the truth is that it wrote itself and my brain had very little to do with it. It's all from my heart. Buffy, love, this is for you..."

She felt the tears warming her eyes as he began picking at the guitar. Everyone was silent as they waited for him to sing.

Life is a road forever winding

Where it lead us, I don't know

In it together for better or worse

Searching for our pot of gold.

He was piercing her soul with his eyes as the words fell effortlessly from his lips.

Time leaves a trail of broken hearts

So many arrows just keep missing their mark

Baby, that ain't us

No. It wasn't. They had each other and that's all that mattered.

Nothing else matters when you're in it for love

Together we can only go higher

You can reach any rainbow that you're dreaming of

Nothing else matters at all when you're in it for love.

For her. It was all for her. She couldn't believe how blessed she was. Loving someone was the most wonderful feeling in the world, she thought, but being loved by someone was euphoric. It made her complete.

We'll share in the laughter, share in the tears

And the promises we keep.

Life can be crazy, love can be cruel

But it's always been a two way street.

He always loved her. Even before he voiced the words. She thought of the little things he'd said or done before she knew the secrets of his heart. He'd kissed her forehead, touched her shoulder in passing or just listened to her while she spoke to him, always giving her his complete attention. He teased her, made her blush and he made her laugh, as well. It had always been there, her heart was just too blinded by the fear of rejection to let her eyes see.

You try and give it all you have to give

So many people don't know how to forgive

Baby, that ain't us

Nothing else matters when you're in it for love

Together we can only go higher

You can reach any rainbow that you're dreaming of

Nothing else matters at all

When you're in it for love, baby

In it for love.

He set down the guitar in its stand and walked back to the table. She was staring up at him with wide eyes, shining with love. She was sure that she was the envy of every other woman on the patio and their dates were probably all cursing Spike under their breaths for his very public declaration of love for his girl.

They sat politely through one more music set, never tearing their eyes from one another. When the final song was played, they both waved to Ken and Andrew in appreciation for their cooperation, and practically sprinted back to the DeSoto.

They hadn't said a word to each other, but the air around them swam with their lustful thoughts. Buffy's body was thrumming from the anticipation of his touch. The ride home passed in a blur. Spike forced himself to focus on the road, but he could feel the burn of her eyes as they skimmed over his body.

She wasn't sure who got to the front door first or even how it opened. All she knew was that his mouth had descended upon hers as soon as it closed. Her hands were sliding his jacket off of his shoulders as his searched for the zipper on the back of her dress. He moaned as she hungrily thrust her tongue into his mouth tasting him as if it was for the first time. Her body was pressed against his, her sex grinding into his erection. The jacket fell to the floor and she reached for the hem of his shirt, pulling it from his trousers as her dress began to slip from her body.

His tongue danced over her neck and down to her collarbone, nipping and licking her skin until it was replaced by gooseflesh. He pulled away to let her move the shirt over his head and then skimmed his hands down her sides, taking the dress with them. Her nipples immediately pebbled at the contact of his muscled chest. He groaned as she unbuckled his belt and unzipped his pants, finally freeing him from the confines of clothing.

She boldly took him into her hand and stroked the velvety skin slowly. She was rewarded by a gasp of surprise as he looked into her eyes. They were dancing with mischief and he couldn't help but feel a bit of pride at the fact that he'd brought out the minx in her.

Her dress had pooled around her feet, leaving her clad only in her sandals and the wisp of lace that covered her mound. His fingers hooked into the sides of her thong and she let out a soft moan, encouraging him to remove them.

"We should go upstairs," she told him, breathless from his touch.

"We should," he agreed, his fingers now grazing the molten warmth between her thighs. "Or we could stay right here."

"Or we could stay right here," she echoed as he probed even further into her.

His lips travelled further down her body, latching onto a rosy nipple and sucking until she cried out. He continued to kiss down her body, nipping at her skin as his mouth brushed over her belly. Her eyes widened as she realized he was moving even lower, sinking to his knees before her. His hands moved to her feet, helping her step out of the sandals, as his mouth continued to worship her heated skin.

"Oh, God, Will!" she shakily whispered. "Oh, yessss... Will! Oh, mmm... gaaaah!"

He suddenly heaved her over his shoulder and began walking purposefully toward the staircase.

"Upstairs it is," he grinned wickedly.

"Will..."

He could feel her hand skating over his naked back. He tried toforce his eyes open, but he was just too comfortable where he was.

"Will, get up. I need you to take me to school before I'm late," she repeated.

He rolled over to his back and smacked his lips, his eyes still closed. Ah, yes. Real life calls. Classes must be attended. Thoughts of naked Buffy writhing under his sweat-slicked skin must be pushed to the back of his mind. His eyes slowly rolled open. She was sitting on the bed smiling down at him. He wished he could wake up like this every day. Then again, he'd probably never make it to class or anywhere else if he did.

"Morning, Kitten," he grinned, his voice still raspy from sleep.

"Don't 'morning, kitten' me, Buster," she warned him. "I already called Harmony and told her that I had a ride. So let's shake a leg."

"That could be arranged," he smirked. "Which leg would you prefer that I shake... the left one? The right one? Or the--"

"William!"

Her cheeks were crimson, but the look in her eyes told him that a little more coaxing, on his part, and she wouldn't make it to school until lunchtime.

"Okay, okay. So touchy in the morning, Pet."

He managed to shower and dress in record time. Buffy was standing by the front door with an armful of books and her purse slung over her shoulder. He grabbed his bag and followed her out the door.

"I suppose we should leave the top up as not to muss your perfectly coiffed do?" he teased.

"Remind me again why I'm with you?" she asked, sliding into the DeSoto beside him.

"My irresistable charm?" he offered.

"Mmm... not so much," she replied as he backed out of her driveway.

"Chiseled features and model-worthy bod?" he asked.

"I'm thinking a big N-O," she shot back.

"That little thing I do with my tongue that makes you--"

'That would be it," she cut him off quickly feeling her cheeks go warm again.

He had done that little thing with his tongue in places that she never thought a tongue would ever be privy to. She silently thanked her mother again for choosing her career over her daughter. Playing house with Spike was much more fun than being ignored by her mother any day.

She checked her watch, glad that he was relatively easy to get out of bed and out the door. Her cousin, Xander, had stayed with them for a month during her freshman year while his parents were in detox and her mother had to start trying to wake him an hour before the alarm went off if she wanted him up and out the door in time for his first class.

"Oh, I meant to tell you yesterday," she began, remembering her run-in with Cordelia and the rumors that had spread by the end of the day. "Apparently, Angel dumped Cordy for some college girl named Fred."

"Fred Burkle?" Spike asked, his eyebrow raised at the name.

Fred wasn't a common name for a girl. Winifred Burkle was in his Human Relations class. Quiet little bird, but smart as a whip. He couldn't picture the great poof dumping a prize like Cordy for someone as plain as Fred -- not that there was anything wrong with the girl. She was sweet and modest. Nothing like the Cheerleader. And that's what bothered him about the situation. What was Angel doing with someone as mousy as Winifred Burkle when he could have the most popular girl in Sunnydale all to himself? Something smelled decidedly like vermin.

"Yeah, I think that's her name," Buffy nodded. "You know her?"

"I do. Just can't picture Peaches with someone like Fred," he told her. "Not his type at all, I mean based on his past relationship with Queen C. Fred, she's not the cheerleader type. She's more lab coat than pom-pom if you know what I mean."

Buffy had to agree. The lab-coat wearing crowd weren't exactly in Angel's comfort zone. There had to be something more behind his hook-up with Fred Burkle.

"Only thing I can think is it being a money thing," Spike told her.

"What kind of money thing?"

"You know that Frankenforehead's old man was about to lose his company, right?" he asked.

"I didn't."

"Right," he nodded, turning into the student parking lot of Sunnydale High. "Apparently, Liam Sr. had made some bad deals and finally had to partner with none other than one Roger Burkle. The Burkle's are old money. They're all about keeping things in the family and sealing the deal in blood, so to speak."

"In English now?"

"Probably betrothed his oldest daughter as part of the deal, Kitten," he explained.

Buffy thought about that for a moment. She was almost angry for Cordelia. Almost. What kind of antiquated moron makes his daughter part of a business deal?

"Wow... that kind of... sucks," she admitted.

"Yeah, it does. And I imagine the Cheerleader might actually need one of her old friends right now," he suggested. "Not that she'd ever admit it."

He was right, of course he was. Buffy decided to bite the bullet and try to make nice with Cordelia. She couldn't imagine how she'd feel if Spike was taken away from her as part of a business arrangement.

Spike watched her face darken and figured out what she was thinking.

"It would never happen," he stressed. "I'm my own man, Kitten. Nothing could ever tear me away from you."

"That color totally makes you look fat," Cordelia groused as Harmony walked out of the dressing room wearing a mint green chiffon prom dress. "I thought we all agreed to color coordinate so that we don't clash in the group shot?"

Harmony rolled her eyes and looked to Buffy for help of any kind. When Buffy had called begging her to come along to shop for a prom dress and in the process, hopefully cheer Cordy up a bit, she had been hesitant to accept the invitation. Now, she was just regretful.

"Remind me again why we had to come with her?" Harmony whispered to Buffy.

"She's just depressed," Buffy said, back to making excuses for Cordy.

"And that excuses her behavior how exactly?" Harmony asserted, hand on hip and eyebrow raised in a challenge.

Exactly, thought Buffy. That does not give Cordelia free reign to go back to being campus bitch.

"You're right," Buffy said, apologetically. She turned to Cordy and took in an eyeful of deep red satin. With a smirk and a wink thrown Harmony's way, she turned back to address Queen C. "You look like a hooker."

Cordy's eyes went wide at Buffy's comment. Did Buffy just... she wouldn't... a... hooker?

"You heard me," Buffy continued, enjoying the jolt she was sending Cordy's way. "You totally look like a hooker. Red is so not your color."

"What color are you wearing?" Harmony whispered.

"Red," Buffy whispered back, never missing a beat. She turned back to Cordy and waited to hear what she would say next.

Cordy looked at herself in the dressing room mirror. Red. She liked red. It stood out in a sea of pastels. But she couldn't go to prom looking like a hooker.

"Hmm," she groused, studying her reflection. "Maybe it is a little whorish. How about that Gunne Sax we saw in emerald?"

Buffy grinned and lightly elbowed Harmony in the ribs.

"Yeah. Emerald is a good, strong color," she agreed with Cordy. "I'll go get it for you."

"So, how did Buffy rope you into taking her prom dress shopping?" Gunn found himself asking the bleached blonde sitting across the table from him in the food court.

"Tons of gratuitous sex," Spike joked.

"Yeah," Gunn smiled back. "Harm, too. You know, with all her 'I'll make it so good for you, my Little Chocolate Bunny' sticking out that bottom lip so far that all you wanna do is suck on it and--"

Gunn stopped abruptly when he noticed the look on Spike's face.

"Too much information?" he asked sheepishly.

"Just a little," Spike confirmed. "Chocolate Bunny."

"Ha and ha," Gunn said with a shake of his head.

Spike took a sip of his coffee and scanned the passersby hoping to see Buffy in the crowd. He had been forewarned that it could be quite some time before they emerged from the search for the perfect prom dress.

"So, uh... Spike," Gunn began, setting down his own cup of cola. "You and Buffy, huh?"

Spike looked over at him and saw the curiosity in the younger man's eyes. He wasn't one to kiss and tell. And he wasn't really sure what Gunn was asking him to tell.

"Yeah," he nodded. "Me and Buffy."

Gunn looked thoughtful. He was trying to choose his words carefully.

"You know, I always thought she was cute," he told Spike. "A lot of guys think she's cute. But she's all bookish and stuff. A smart girl. Tends to intimidate most guys. Why not you?"

Spike smiled at the memory many discussions over tea and chocolate cake in the Chase-Giles living room. Over the years he and Buffy had managed to discuss everything from Mozart to Van Halen, Giotto to Nagel, Voltaire to Grisham and everything in between. She always left him wanting more. She always surprised him with her intellegence and her eloquence. He had never seen her as some intimidating kid. She'd always been right at his level. It was as if they had slowly grown together over the years. He liked that she never told him what he wanted to hear just for the sake of being agreeable. She loved a good debate and she could listen just as well as she could speak.

"I'm not sure," Spike shrugged. "I guess I just never saw her as that. Intimidating. She's a smart bird. I like that in a woman."

Gunn nodded and grinned.

"Yeah, I guess some guys like brains along with beauty," he said. "Me? I like pretty girls. I mean, Harmony. She's a knockout. But she's not all there upstairs if you know what I mean. Porchlight's on and nobody's home."

"Then you're with her because she's attractive," Spike guessed.

"At first," Gunn admitted. "Yeah. At first, I was just psyched to be hanging with a girl as hot and as popular as Harmony Kendall. But... it's more than that now. I mean, I know my girl isn't going to discover the cure for cancer. But she's the girl who will make a cancer patient's last days as comfortable as possible. She'll hold their hand and tell them silly jokes. She'll smile and make up little pet names for them. She'll make them forget just how bad it is if only for a little bit. Yeah. That's my girl."

Spike had never thought of that. Harmony had never been a particularly bright girl, but she got by. And she had shown both him and Buffy that she had a romantic heart and a kind soul.

"Yeah," Spike smiled. "Yeah. You've got a good girl there."

And he meant it.

“You’re either a saint or stupid, Buffy,” Harmony groused as the two girls followed Cordelia out of Belk’s.

“Meaning?”

“Why,” she began, her voice laden with exasperation. “Oh, why would you invite her to go dress shopping with us?”

Buffy thought back to lunch hour and how she’d found Cordelia huddled in the handicapped stall of the red hall bathroom. The cheerleader had been sobbing uncontrollably. Every once in awhile, she’d stop long enough to empty the contents of her stomach into the toilet. And then she’d start sobbing again.

Buffy had decided to chance it.

“Cordy?” she called quietly.

Her voice still managed to echo in the large room.

“Go away,” Cordelia hiccupped angrily.

“I’m not going away, Cordy,” Buffy told her. “Come on out. We need to talk.”

“I’m not talking to you!” she all but shouted. “I’m not talking to anyone! Just leave me alone and let me puke until I die.”

Buffy closed her eyes and silently counted to ten. She would find a way to ignore Cordelia’s ever-present melodrama just this one time.

“Listen, Cordy,” she sighed. “I’m not even going to pretend to know how you feel or what you’re thinking. It makes my stomach knot up just imagining how I would feel if I had found out that Will was marrying someone else.”

And it did. It made Buffy want to sink to her knees and keen from the loss.

“Did… did you love him, Cordy?” she asked softly.

The sobbing subsided a bit and she heard the door unlatch on the stall. Cordelia walked out rubbing furiously at her red-rimmed eyes with angry fists.

“No.”

Buffy stared into her eyes in challenge.

Cordelia sighed and shook her head.

“Yes.”

Without thinking of the consequences, Buffy reached out for her childhood friend and pulled her into a hug. She realized her mistake when Cordelia immediately tensed in her embrace, but was surprised when the cheerleader just as suddenly relaxed and buried her face in Buffy’s neck. She was shaking with sobs and soaking Buffy’s skin with her flood of tears.

“I love him,” she cried, inconsolably. “And he didn’t believe me.”

Buffy stroked her hair in understanding.

“He wasn’t just my first, Buffy,” Cordelia found herself admitting. “He was my only.”

If Buffy was surprised, she didn’t let on and for that, Cordelia was grateful. She didn’t know what made her blurt out such personal information, but she appreciated Buffy’s nod of understanding.

Buffy stepped away from her and smiled.

“I’ll tell you what,” she told her friend. “You pull yourself together, wash up, fix your mascara… I’ll go call Will. What we need, Queen C, is a little retail therapy. We’re going to find you the most to-die-for prom dress ever!”

Cordelia looked at Buffy like she’d just said the most inane thing she’d ever heard.

“Prom? Prom?” she shrieked. “How can you talk to me about prom!”

A fresh onslaught of tears followed.

“Cordy,” Buffy said soothingly. “Breathe, Cordelia. You are so going to prom. You’re Cordelia Chase! Are you going to let a little thing like no date keep you from your senior prom?”

She didn’t wait for Cordy’s response.

“Of course, you aren’t! You’re going to find a dress that will have the boys drooling with desire and the girls drooling with envy!” she told her forcefully before repeating “You’re Cordelia fucking Chase!”

Cordy straightened her spine and her eyes took on a cast of pure determination as she growled softly: “I’m Cordelia fucking Chase!”

And now she and Harmony were tailing Cordelia Fucking Chase through the Paddock Mall as she snarked about this, that and the other.

Buffy spied Spike and Gunn leaning against the wall outside the food court. Spike raised his eyes in question. Buffy rolled hers in response. It was going to be a long afternoon.

Cordelia had finally settled on a silver lamé gown and was chattering on about how a double espresso was in her near future when she stopped dead in her tracks. Buffy and Harmony looked up to see what had silenced the cheerleader when they saw them… Angel and a slight young woman with frizzy brown hair and glasses. They were standing outside of Chess King talking to Spike and Gunn oblivious to the three pairs of eyes trained on them.

“I want to leave,” Cordelia said tightly. “Now.”

Buffy nodded, understanding her pain.

“I’ll go tell Will,” she offered.

“No, just… let’s go. They can come find us outside,” Cordelia said firmly. “I… I don’t want a scene. I don’t want them to know.”

“Know what?” Harmony asked. “That it bothers you?”

“Shut. Up!” Cordelia whispered angrily.

“Gawd, Cordy! Maybe if you’d acted like you cared while you were together—“

“Harm,” Buffy admonished quietly, taking her blonde friend lightly by the arm. “Why don’t you take Cordelia out to the car and we’ll all be along in a moment.”

She nodded as Cordelia continued to stare at the odd couple before her. Where Cordy was outgoing and proud, Fred was introverted and shy. Where Cordy was the cutting edge of fashion, Fred was happy with a shapeless dress and last week’s shoes. Cordy’s nails were manicured to a high gloss, Fred’s were bare and kept short. They were as different as day and night.

“Come on, Cordy,” Harmony said encouraging her friend out of the mall.

Buffy waited until they were out of sight and then made her way over to Will. He smiled weakly when he saw her, scanning the vicinity for his step-sister. He raised his eyebrow in silent question. Buffy smiled her answer before introducing herself to Angel’s fiancée.

“Oh, I’m Winifred Burkle… uh, Fred,” the girl stammered as she took Buffy’s extended hand and shook it weakly.

“It’s nice to meet you, Fred,” Buffy smiled back.

The girl was so nice, so genuine… so not Cordelia. Buffy felt guilty that she liked her so much and so quickly. Angel had his arm wrapped protectively around her waist. She searched his face for a sign that he was anywhere but where he wanted to be and couldn’t find it. He looked happy. He looked at peace… and Fred was the one who brought him that peace.

Buffy looked down at her shoes and then back up when she heard Spike clear his throat. The look on his face showed that he felt the same way as she did. He liked Fred Burkle and he could see that Angel did, too.

“You find a dress, Love?” he asked, slipping his arm around her.

“I did,” she smiled. “But I left it at the store so that I wouldn’t be tempted to show it to you before prom.”

His girl was horrible at keeping secrets from him. Her truth game spilled over to her every day life.

“How about Harm? She find something?” Gunn wanted to know, opting not to ask where she was.

“Yep. Hers is with mine. And I’m not telling you anything not even the color, so don’t ask.”

“Where is Harmony?” Angel asked, looking around.

“Uh,” Buffy’s eyes darted between Angel and Spike. “She, uh… she’s already out at the car… she was afraid you’d coerce her into hitting the food court and then she’d blow her diet… can’t be gaining weight after buying a prom dress, you know?”

“Oh,” Angel smiled. “Yeah. God forbid.”

“Good thinking, getting Cordelia out of here before…” Gunn’s voice trailed off as the blonde pair’s jaws dropped. “Uh… yeah. I guess I just blew that, didn’t I?”

“You guess?” Buffy snarked.

All eyes were on Gunn as he closed his eyes and swore softly.

“It’s… it’s okay. I mean, we’re going to run into each other eventually,” Fred said, her voice laced with nervousness and a faint Texas accent.

“Yeah,” Angel agreed. “Probably we’d be better off getting this over with before prom.”

Buffy knew he was right, but it just seemed like more than Cordelia could handle so soon. She decided to chance it.

“Angel, can we talk alone for a moment?” she asked.

Spike looked at her, wondering what she was up to.

“Uh, yeah,” he said, nodding. “I’ll be right back, Fred.”

He leaned down and kissed her temple. It was a gesture that came naturally and was sigh-worthy as far as Buffy was concerned. He obviously cared about this girl.

They walked across the way to the mall’s center stage, still within view of their friends. Buffy sat on the bench and patted the seat for Angel to sit with her.

“I was going to ask you if your feelings for Fred were genuine,” she began. “But I can see that they are.”

“Yeah,” Angel said sheepishly. “I… I didn’t think I could feel this way about anyone.”

“Maybe I’m speaking out of turn,” she began. “In fact, I’m sure I am. Cordelia loves you, Angel. She may not have shown it in a traditional way, but… I’m just not sure she knows how.”

“Yeah,” he nodded. “I know.”

There was a moment of uncomfortable silence while Buffy searched for what to say next.

“When did you meet Fred?”

“Um… about a year ago,” he admitted. “But we didn’t start dating until a few months ago.”

“Yet you continued to sleep with Cordy,” she pointed out.

“Yeah, I did that…”

“Did Fred… does she know?” Buffy asked thinking she likely didn’t.

“Actually, yeah. She knows. She knows I was having a hard time ending things with Cordelia,” Angel sighed. “Listen, Buffy. I know that my relationship with Fred seems sudden and maybe it even seems… unorthodox. But I can guarantee you that my feelings for her are genuine. And I think they could even be love.”

Buffy’s heart ached for the three of them. He thought it could even be love. That’s something he should just know.

“You never loved Cordy?” she ventured to guess.

“She’s not the most loveable person, you know, Buffy. Hell, if anyone would know, you would,” he told her. “I tried. I mean, she’s popular and she’s sexy. Downright gorgeous. But she’s also spoiled and mean. Not the shiniest bulb on the tree, if you know what I mean. To put her next to Fred and compare them based on their looks alone before either of them ever opened their mouths to speak, Cordy would be the obvious choice.”

Buffy understood.

“But I’ve gotten to know Fred all year. Our families have spent a lot of time together. Underneath that shy, bookish exterior is a beautiful girl. She’s incredibly smart. She’s quiet, but funny. Kind of quirky. She’s got the sweetest smile I’ve ever seen.”

She smiled and reached out to squeeze Angel’s hand. Happiness happened in the strangest places, she thought. She looked over at Harmony and Gunn. The dimpled blonde cheerleader was giggling as her muscled, chrome-domed boyfriend tugged on a strand of her hair. Her eyes raised to meet Spike’s. Shy William. He’d changed so much and yet he was still the same. She loved him more than she ever imagined she could love anyone. Fred was looking over at Angel with that sweet smile. She was a sucker for love and she knew it… and she’d do her damnedest to keep Cordelia from hurting both Fred and Angel as well as herself.