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Jami

Title: Desperately

Author: Jami

Email: aresangel1@yahoo.com

Pairing: S/W, X/A, B/R

Rating: pg 13/ r

Summary: Spike and Willow have a complicated relationship, not exactly friends, but afraid to be more.

Spoilers: Season 4, possible references up to Doomed. Some Angel, not sure what season, I got kinda lost after season 1.

Author's Notes: No Tara.

Disclaimer: I own nothing, I promise!

Feedback: I live for it!



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Desperately- Michelle Branch



Something 'bout the way you looked at

me

Made me think for a moment,

That maybe we were meant to be

Living our lives separately

And it's strange that things change

But not me wanting you so desperately



Oh why can't I ignore it?

I keep giving it in but I should know better

'Cause there was something 'bout the way you looked at me

And it's strange that things change

But not me wanting you so desperately



You looked my way and said "you frustrate me"

Like you're thinking of lines and times

When you and I were you and me

We took our chance out on the street

Then I missed my

chance

And chances are it won't be coming back to me



Why can't I ignore it?

I keep giving in, but I should know better

'Cause there was something 'bout the way you looked at me

And it strange that things change

But not me wanting you-



So desperately

So desperately



I keep giving in but I should know better

I keep giving in but I should know better

So desperately

I want you so desperately

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I've Noticed You Around

The insistent ringing of the phone broke the silence in Giles' apartment.

"Could you please get that Willow?" the watcher called from his upstairs bedroom. He was preparing for an evening at the Summer's home. Joyce had invited him over for dinner, sort of a 'get to you know you' session. Other than that incident involving the band candy, they never really spoke in depth. His slayer would be there of course, as would Riley. He wasn't sure how to dress. He finally decided on a pair of black slacks and a royal blue sweater, comfy but casual.

"Hello?" answered the amateur witch. She was the only one at Giles' place right now. Buffy and Riley were having dinner with her mom, Xander and Anya were having a 'date night', and Spike was left to patrol, so she dropped by the watcher's house for the obligatory research that always needed to be done.

"Willow?" asked a hesitant voice.

"Yup, that's me. Who's this?" she replied.

"Oh, it's Angel. I-is Rupert there?"

"Yeah, he is, but he's just about to leave. Is it important Angel?"

"Um, no. It can wait. I just wanted to tell him about a new demon we found, for his watcher's diaries."

"Oh! Ok, I'll make sure to tell him you called," she replied sweetly.

"Thanks Willow," he said, in a quiet tone.

"So, how are you Angel? It seems like forever since we've talked to you."

"It really hasn't been that long, Thanksgiving, remember? But, I'm fine, thanks for asking. I should be going, give Giles my message?"

"Yeah, sure." She frowned when he simply hung up. She knew Angel was never a talkative vampire, but now he was just antisocial. Oh well.

Giles was descending the staircase when Spike strode into his home. He entered with his usual dramatic flourish, leather duster billowing behind him. Giles pointedly ignored the vampire, addressing only Willow.

"Who was on the phone?" he asked, entering the living room, searching through his desk drawers to look for his car keys.

"Hmmm? Oh, that was Angel." Her answer was met by a stiffening of Giles' shoulders and a mention of 'bloody poof' from Spike.

"Yes, well, what did he want?" She shrugged.

"Just to tell you about a new demon he ran into, for your watcher's diaries. No biggie. I told him you were busy though, so he wants you to call him back."

"Oh, alright. That sounds fine. Thanks Willow," he replied as he walked out the front door to his car.

Willow stared at the door in amazement. What was it with these people lately? It was bad enough that Buffy and Riley, Xander and Anya were acting all couply and ignoring her, but now she was getting blown off by Angel and Giles? What was it about her that made people just run in the other direction. Well, Spike was still there, but it wasn't like he was paying any attention to her.

She decided to not indulge in a pity party and returned to the laptop she was working at before Angel rang. She had finished the majority of research she needed to do, she even finished her homework for the weekend. All of which left her with nothing to do and no one to talk to. She gave up on her computer and shut it down, choosing instead to read a random demon codex that Giles had laying around.

Spike watched the girl with narrow eyes. Something was bothering the chit, and he figured he knew what it was. Ever since her mutt had cheated on her and then promptly left, she had been withdrawn. Even when he went to her dorm room and almost drained her he noticed in her eyes the sense of loneliness and acceptance of her fate. He didn't know why it bothered him. She didn't mean anything to him, just another walking blood bank to him. Hell, she wasn't even that to him anymore because of the blasted chip. Sodding commandoes.

He did care though. He wasn't proud of it, he was a master vampire, he wasn't supposed to worry about depressed humans. But this girl, she had fire. He remembered when he had her and Chubs locked up in the factory. Yeah, he had been drunk off his arse, but he remembered the way she stood up to him, how sweet she smelled when she was so scared. He had a hard time getting it out of his mind.

But he wasn't about to tell her. Nope, he was not his poofy sire. So his great plan was to instead be as annoying and rude as he could possibly be around her. That would make sure she would keep her distance. So far it had worked perfectly.

She looked up from her book to see Spike staring at her, a pensive look on his face. She scowled when he made no move to stop watching her. She didn't know why he was even here. The rest of the gang was out, so there was no research to really be done, as if he would actually crack open a book. There had to be a demon or two he could go beat up on somewhere, any place that wasn't here.

She had to admit to having a tiny crush on said vampire. Ok, tiny is not the appropriate word, maybe colossal, yeah, that sounded about right. But that didn't matter, because he made it perfectly obvious that he loathed and despised her. She was sick of just sitting there while he always went out of his way to insult her, to make her feel utterly useless.

"What?!" she finally barked when he continued to stare at her.

His eyes flew to hers. He felt like a ponce, he forgot he was watching her, and now she had caught him.

"Nothing!" he shouted defensively. At her scoffing, he quickly added, "Just wondering how long you're gonna mope cause all your pals have better things to do than be with you is all."

She glared at him, part of her stung at his observation, but mostly she was annoyed.

"I don't see you, the Big Bad, well former I guess, doing anything impressive. The only way you'd know if I was moping would be to hang out with me. Even my friends don't wanna hang out with me, but here *you* are. What's a matter Spikey, getting lonely in that drafty crypt of yours? Have you got nothing better to do than annoy me?"

He growled at her, his empathy for her gone.

"You've just got me fascinated, Red. I was beginning to wonder how a doormat like you ever had any friends in the first place. Face it pet, they use you all the time, for research, for spells, although they don't do that so much anymore, considering how you suck and all at magic," shuddering at the image of he and the slayer kissing. "I'm just curious as to why they didn't cut you loose long ago. Hell, you're worse than Xapper. He may be useless, but he doesn't usually make a life or death situation *worse*."

"And you're what?! Mr. productive-guy!? Not long ago, you were feeling so pathetic that you were ready to stake yourself! And the whining! All you do is whine and complain 'cause you're defanged. At least I have a reason to be upset. Oz cheated on me and then left, my friends couldn't care less, and when I actually try to do something about my pain, it manages to almost get everyone killed! I can't win!"

"You can't win!?" he yelled, eyes blazing. This was the first time in awhile he had been in such a good fight. He stood swiftly, as did she, staring him directly in the eye.

"You've got to be bloody kidding me! You think you know pain! Please! My *sire*, the love of my unlife, left me for a sodding chaos demon! Then I come to this town for my gem, so I can finally kill you gits, and I get that taken away. *Then* I get this blasted chip shoved in me head! I'm stuck here everyday listening to your lot's inane drivel, and I can't even wish a painful death on you without a bloody migraine! So witch, you think you got it bad, well, think again!"

They were nearly nose-to-nose now, tension and anger filling the room.

"See," she snickered, "there's the whining again. 'Oh poor me, I can't maim and kill anymore! What am I to do with myself?' Nobody cares, Spike. We aren't your friends, we're barely allies. And as for Drusilla, obviously things between the two of you were bad already. She was cheating on you with Angel before. It didn't bother her that you were hurt by it. So, I'm supposed to feel bad for you because you're just a glutton for punishment. You knew it was always about Angel, but you still ran at her every beck and call. You're just weak."

Spike was furious, this little girl, who not a year ago, would be quaking at the sight of him, had the nerve to insult him. Call *him* weak.

"I'm weak?" he questioned, laughing humorlessly. "Take a look around Red. I'm a *demon*, I don't need or want friends. But you, you are so desperate to belong that you don't even notice when your 'friends' ditch you. Your mongrel left you, and when you need them the most where are your little friends? Hell, out of everyone the slayer should understand everything you're going through, after that mess that was Angelus. But even she doesn't want to bother with you. Apparently her boy toy rates higher than her *best* friend."

She couldn't stop the movement of her hand as it raised from her side, striking out at his face at his harsh words. Her hand never made it, with preternatural speed, he caught her wrist in a tight grip, glowering at her. He smirked at the anger that flared in her eyes.

She was irate, he refused to relinquish her wrist. He held it tightly enough so she couldn't walk away from him, but not enough to hurt her. They were so close, she was beginning to feel uncomfortable as the silence lingered. She tried to pull away again but he wouldn't let her, still smirking. She placed her hand on his chest, ignoring the feel of him as she tried to push him away. He grinned evilly but didn't move, her strength no match for his.

"Let go," she growled.

He tilted his head slightly, as if contemplating her request. "Let me think, ummno," he answered. He was enjoying the feel of her against him. He knew he should push her away and leave, but the rational part of his mind left the building when he caught the tiniest scent of fear off the girl in front off him. It had been so long since anyone had been scared by him, and it only made her more tempting. He always did like to resolve a good fight with a nice bit of shagging.

He pulled her closer and her breath caught as she saw the intense feelings in his eyes.

"Spike" she whispered, attempting in vain to keep distance between them. He held her tightly and before she realized it, he swooped down, capturing her stunned mouth in a firm kiss.

She was starting to panic. This was Spike! Okay, gorgeous and dangerous Spike, but still! Her mind decided it was best to shut down, she could contemplate how wrong this was some other time. Right now, all she could feel was Spike.

His hand finally released her wrist, only to wrap itself around her waist, pulling her flush against him. He kissed his way across her cheek and down her neck when her need for breathing had become to strong. His constant attentions not allowing her a second to think. Her arms snaked up to wind their way around his neck. His lips found hers once again. She ignored any inhibitions she may have had and slid her hands to grip the collar of his duster, sliding it off his shoulders until it landed with a thud on the floor.

He returned the favor, deftly unbuttoning her shirt and tossing it to the ground to join his duster. He pulled her with him as he led her to the couch a few feet away, laying her down so he rested on top of her. His mouth left hers so he could discard his t-shirt. She began to take in her situation, becoming increasingly nervous. She couldn't have sex with Spike, could she?!

He looked at her, seeing her unspoken fear, her uncertainty. His hand gripped her chin lightly, bringing her gaze to him.

"Trust me?" he whispered, needing her to know he wasn't going to hurt her.

"Yeah, Spike. I trust you," she replied without hesitation. He grinned mischievously and winked. She didn't even register when he quickly undressed her with practiced ease. She heard his zipper being lowered and froze. But she trusted him, so she relaxed, her eyes rolling back in her head as she felt him fill her.

You Thought Wrong

Willow couldn't sleep. She was lying in her bed at the dorms, Buffy snoring in the bed next to her. But her mind wouldn't relax. She had done something tonight that she never thought she'd do. She slept with Spike, of all people. Sure, it had been great, but she knew that it meant nothing to him. Her over-imaginative mind working double-time thinking of everything that could go wrong. If Buffy ever found out, she would stake him and then lecture her until she went blue in the face. Xander would just be disgusted with her. Anya wouldn't care at all, she didn't like Willow and to her it was just sex. She had no idea why it would bother everyone. Giles, now his reaction would hurt. He was a father to her and she knew he would be deeply disappointed in her. She had no intention of ever telling them. It happened once, and it wasn't going to happen again. But she was worried that Spike might tell. Not that he cared about her, but because it would piss the group off.

She knew he would probably continue to ignore her, and she wasn't necessarily mad about that. They weren't any sort of couple, but she really didn't want things to be all awkward between them.

She turned on her side, staring at the 'Dingoes' poster that still hung from her wall. Oz was still a major source of pain for her. She was moving on, slowly but surely. But this new problem was now in the forefront of her mind.

She sighed, and closed her eyes, deciding that she would go to sleep now. She would wake up in the morning, hoping for a fresh perspective when she woke. She decided that she would just pretend it never happened.

Willow woke slowly, opening her eyes blearily. She groaned when Buffy came skipping through their door, letting in all the light from the hallway.

"Morning sleepyhead!" the blond announced cheerily. "Rise and shine Wills! Why are you still in bed?"

"Ugh, long night," she mumbled. She pushed the covers away from her. Her activities from the night before catching up to her as she rose. Her muscles ached, she was sore in places she never knew and she really had no desire to move.

"Come on Will, we gotta get a move on. Giles called while you were out, we're on full Scooby alert. New baddie in town, gotta get to researching." Willow groaned and moved to her dresser, pulling out some clothes and headed to the shower.

At the slamming of their door, Buffy glanced quizzically at it. Willow was sure acting weird.

"Must we all be here?" wondered Anya out loud. "There are many more interesting things Xander and I could be doing. I found out about this really neat position where you put your leg behind"

"Hey!!" everyone, including Xander, shouted in unison. Anya grumbled and fell back into her seat.

"Don't fear, all. I'm here," announced Spike as he strode though the front door of Giles' apartment. The sun had been down for a half an hour now and he had taken his time getting there.

He had spent most of the day in his crypt thinking about the witch. He didn't regret anything that happened between them, he wasn't big on morality after all. But he really did care for her. But he was unsure of her feelings for him. They had been so caught up in the anger and passion the night before, that he had no clue as to what she really thought of him.

He sat down a little ways away from her, discretely glancing at her every now and then. He wanted to talk to her, he needed to talk with her. As soon as possible. But before he could say anything, the front door opened noiselessly.

The group stared at the newcomer with a combination of shock and awe.

"Hey," a soft voice replied at their stares. Spike looked towards Willow, trying to gauge her reaction to the guest. His undead heart nearly broke as he saw the happiness etched across her face.

"Oz!" she breathed excitedly.

"Uh, Oz," broke in Xander in an attempt to lighten the mood, "not to sound like grandma, but you don't write, you don't call" Oz shifted uncomfortably as they all continued to stare at him.

"It's been kinda busy, you know?" the wolf shrugged. "I don't wanna seem rude, or anything," he added nervously, turning his attention solely to the witch, "but I was hoping I could talk to you, privately."

"Yeah," the redhead agreed quickly, standing to grab her book bag as she went to join her former boyfriend. "Umsee you guys later," she mumbled to her friends as she walked to the door, her gaze never resting on the blonde vampire, afraid of what she might see. The group merely nodded in acknowledgement and watched her leave. Buffy turned to her watcher, breaking the awkward silence.

"This is so not of the good," she declared softly. Giles and Xander nodded slightly while Spike simply focused absently on the door she had just walked out of.

"I don't see why you're all so down?" added Anya. "I mean, her little boyfriend is back, so she can stop all the whining and the poor-me mood swings. Why is that considered a bad thing?"

"He hurt her Anya; he cheated on her and then just left. He caused her a lot of pain, she's been doing a little better, though. I'm just afraid that any progress she may have made will be erased with his visit," noted the slayer. Spike snorted in disbelief.

"You have a comment, fangless?" asked Xander, wondering what was bothering the vampire now.

"You think Red's doing better? You're more daft than I thought. That girl has been hanging on by a thread. But you wouldn't know now, would you? You never see her, the tears in her eyes when you all bolt to go dancing and leave her with all the bloody research. In any case, you may have done more damage than the sodding wolf," he finished bluntly. The three youths sat there stunned as the blonde got up and stalked out of the apartment. Giles shook his head sadly, knowing that every word that Spike had said was true. He left his charges to think about the surprisingly astute declaration the vampire just made.

Spike walked without purpose, lacking direction, unknowingly following the lingering scent of his witch. He raised his head when he heard a familiar voice. His eyes became cold and uncaring as he saw Willow across the street, in the arms of her former lover. With a growl he turned in the opposite direction, heading to his crypt, determined to push that girl out of his mind. If he didn't mean anything to her, even after last night, than she sure as hell wouldn't mean anything to him.

"Oz, it's so good to see you again" Willow murmured, feeling slightly uncomfortable. He gave her a half-smile, trying to put her at ease.

"How have you been, Wills?" he questioned softly, honestly curious as to how she handled his departure.

"Not great," she replied with a small laugh; that was the understatement of the year. "Things were really bad for awhile, I even tried a spell to end my pain. That didn't work out so well, Buffy sorta almost married Spike"

"I've been meaning to ask about that," he interrupted, "since when was Spike a good guy?"

"Oh, he isn't." At his raised eyebrow she continued, "He still hates us, wants to kill Buffy and all, but, long story short, he has a chip in his head, keeps him from hurting people. He couldn't feed and so he came to us for help. We found out he could still hurt demons so he helps us and we feed him. He's still the 'Big Bad' though, at least that's what he says," she ended with an impish grin. Oz nodded uneasily.

"So, where did you go?" she asked hesitantly. He shrugged.

"Everywhere, really. I spent a lot of time in Tibet, though. Very peaceful." She was intrigued, she had barely been out of Sunnydale.

"But, why did you come back?"

"I figured out some things while I was gone," he explained, "like how much I missed you," he smiled a little at her blush, "and I was able to learn how to control every part of my being." He stopped their walking, directing her gaze to the starry sky above. And the sight of the full moon.

"Oh my" she whispered, amazed that he was actually able to stop his change.

"Yeah, I did it. Took a lot of meditating and rituals, but I did it." He took her hands in his, looking deeply into her eyes. "I did it for us."

"I-I, I don't know what to say" she managed. Part of her longed to go back to him, to be that happy, carefree girl again. But she had been through so much, and he had been the cause. She began to see things as they truly were now that she was alone. How her friends took her for granted, how Oz may have left for them, but he had also cheated on her, disappearing without a goodbye. Obviously she couldn't have meant that much to him. And Spike, she didn't even know where to begin. He infuriated her, he was annoying and sarcastic. But he was also the only one that seemed to understand her, the one who was willing to be completely and painfully truthful. She didn't know where she stood with him, but she wasn't sure she was ready to forget all that had happened these past months. To return to the naove existence she was forced to leave.

Oz saw the doubt in her eyes and pulled her into his embrace, neither seeing the amber glare from across the street. The wolf inhaled, reveling in the scent of his girlfriend. He couldn't contain the growl that sounded as he caught a slightly familiar scent surrounding her.

Willow struggled out of his tightening grip, surprised to see the angered expression on his face.

"What's wrong?" she stuttered as she back away from him.

"You! You smell like him!" She didn't understand what he was talking about at first, but it slowly came to her. He smelled Spike. Oz could feel the change start, his anger and feelings of betrayal causing him to lose his control.

"Go!" he barked, demanding her to run, for her own safety. He didn't want to hurt her, but he just couldn't stop it. She hesitated for a second but immediately turned and ran when she saw his hand forming into a claw.

She hoped to make it to Giles' house before he could catch up to her. She mentally sighed when she saw the apartment ahead. She was only a few feet away when she heard a loud snarl a ways behind her. With renewed strength she made it to the watcher's door, flying into the living room, slamming the door behind her.

The small group assembled there turned to her in shock.

"Ozwolfgrrr"she tried to tell them, to warn them, but she was out of breath. There was a sudden pounding on the door as the werewolf rammed into the front door, intent on breaking it down.

"Tranquilizer!!" the redhead screamed as she tried to convey the urgency of the situation. The watcher hurried to his weapon's cabinet, throwing his slayer a tranquilizer gun and accompanying darts. No sooner had the blonde loaded the gun then the wolf decimated the door.

Buffy aimed quickly, the dart hitting it's target causing the wolf to stop in his tracks, still growling menacingly at Willow. The redhead breathed a sigh of relief once he was out.

"What happened, Will?" demanded the slayer.

"Ozhewe were talking, he was telling me how he learned how to control the wolf inside, but hehe got mad all of the sudden and he started to change. He told me to run so I came here, it was the closest."

"What made him so mad?" wondered Xander. They looked at the witch expectantly.

"Wellit's kinda private," she murmured. They looked like they were going to question her again, but Giles stopped.

"You don't have to share it with us." She smiled at him, "We'll put Oz in my basement until he changes back. Why don't you go home, Willow?" he suggested. She nodded in agreement and Buffy joined her on her walk to the dorms.

Cruel To Be Kind

Willow was lying on her back, staring blankly at the ceiling above. Well, that couldn't have been more horrible. Not only had she not spoken with Spike, but her absent ex-boyfriend shows up when she's finally starting to move on, and he tried to kill her! She was just glad that Giles didn't press the issue about what angered the wolf. She didn't know if she could tell them everything.

She glanced at the clock, it was only a little after one in the morning. She couldn't sleep though; things were so confusing right now. She sighed and shifted in her bed, swinging her legs off the side and sitting up. She watched the slayer for a moment, moving only when she saw the steady rise and fall of her chest that signaled that she was in a deep sleep.

She dressed quickly, exchanging her cloud pajamas for a pair of jeans and a UC Sunnydale sweater. Checking on her sleeping friend once again, she slipped on a pair of sandals and left their room.

She knew it wasn't safe to be out alone in the middle of the night, but she needed time to clear her head. She needed fresh air; she needed to focus on anything but that small dorm room. She briefly entertained the idea of stopping by Giles' apartment, to see if Oz had woken up, but she pushed that out of her mind. She knew he probably needed sometime to cool off and she wasn't even sure what she could say to him anyway. So she continued her slow stroll.

Stormy blue eyes watched the girl stagger through the grounds of the school, making her way to the streets that led to the park. Spike had gone home for awhile before leaving again. He didn't know why he found himself outside her dorm, but he was genuinely surprised to see the redhead leave in a daze. Was the girl stupid? She wasn't paying attention to her surroundings; she was practically asking to get bit.

"Well, wellwhat brings our resident witch out here in the middle of the night?" he drawled, startling the girl as she passed him.

"Spike!" she yelped, her hand clutching her chest as if in an attempt to stave off a heart attack. Her smirked at her obvious fear.

"Never thought I'd see you out and about. All alone." He began to circle her which was beginning to make her nervous. "Speaking of alonewhere is dog-boy, hmmm? Thought you'd be playing with your puppy now"

She wondered why he was being so hostile, but she stopped herself. It was Spike, he was *always* hostile.

"*Oz*," she began, stressing his name, "is at Giles' right now. We had a talkhe wanted to get back together," she looked up at him. She wanted to see his reaction to the news but his face remained an impassive mask. She sighed and continued. "Things were going ok, I guess. Butthen he sortasmelled you on me and he lost it. Went all wolfy and tried to kill us all," she told him sadly.

Spike tried to conceal the worry he had felt when she had told him that her boyfriend tried to kill her. He longed to hold her, to make sure that she was indeed all right, but he wouldn't put himself in such a vulnerable position. Not again.

"So, the mongrel tried to finish the job, eh?" She merely stared at him incredulously.

"What the hell's you're problem?" she shouted. She had no idea why he was being such an ass. "It's your fault anyway," she mumbled.

"Oh, it's my fault that the wolf smelled me on you?! I didn't hear you protesting much last night! In fact, the only words coming out of your mouth were something like 'Oh, Spike' and 'more'," he reminded her with a smirk. She glared at him.

"Well-IIoh, shut up!" He snorted at her clever comeback. She pushed him out of her way as she resumed her walk. Spike caught up to her quickly, stepping in front of her, effectively blocking her path.

They said nothing for a moment, simply staring at one another. She turned to the side, going off in a different direction, hoping he would leave her alone. It wasn't that she didn't want to see him, but if all he was going to do was insult her, she wasn't in the mood.

He wasn't about to let her walk away from him, but he wasn't sure what to say to her. Part of him wanted to hurt for forgetting their time together so fast, for running when dog-boy showed up. But part of him didn't want to hurt her, didn't want to be the one responsible for her pain. Right now though, he was content to piss her off.

He followed her, watching her from a side-ways glance. She didn't look at him; she simply pretended he wasn't there. He was always one that hated to be ignored. He grinned evilly as he came up with a truly wicked idea.

He began to subtly steer her in certain directions. She was so distracted that she never noticed that he had led her into a cemetery. He walked into his crypt, closing the door softly behind her once she followed him in.

The sudden darkness shook her out of her daze. She glanced nervously around, trying to make out where she was. There was a flicker of light and the room was illuminated in an eerie glow. She frowned when she realized she was in Spike's crypt. That thought brought her back to the present. She searched the small space for a sign of the vampire, just in time to see him shrug off his duster and move to take off his shirt.

"Hey!! What d-do you think you're doing?!" she screeched. He made no move to stop. He turned to face her, a small grin playing on his lips.

"I'm going to bed, luv. Gotta get my beauty sleep."

"Butnaked?!" He chuckled.

"Yeah, pet. It *is* my home. I'm suddenly exhausted. Now, now" he chided as she began to blush at the sight of his exposed chest, "nothin' you didn't see last night. No need to get all shy on me now."

She decided it would be better to focus solely on the floor. She didn't know how she allowed him to lead her to his crypt. He spent half the night insulting her, and now he took her to his home. She just couldn't figure him out. She was caught between a need to flee this awkward situation, or see what he was planning. A pair of worn black boots came into view. Her head flew up to look at Spike who was standing directly in front of her. He was only in his jeans now, looking at her with a thoughtful expression on his face. He slowly reached his hand to graze her face. She unconsciously leaned into his touch.

He shifted so that he was impossibly closer, his eyes locked onto hers as he brushed her lips with his own. She knew she shouldn't let this happen again, but with Oz's sudden re-appearance, and almost dying, she needed what he was offering. An escape. That's all it was, he didn't care for her, he couldn't possibly, she told herself.

Spike watched her with hooded eyes. He knew she didn't want to leave, but she was still unsure. He didn't know why he was doing this exactly. He'd be the first to admit that he definitely wouldn't mind shagging her again. But it was more than that. She was hurting and he wanted it to stop. This was the only way he knew how without getting too emotionally involved. He could see it in her eyes. She didn't believe that he felt anything for her. While he knew that wasn't true, he was content to let her believe that. It saved him inevitable heartbreak. Right now, he simply wanted to take advantage of the opportunity to just be with her.

She raised her eyes to his again, uncertainty clouding them.

"I-II need" she whispered, not even sure what she meant. But he knew and he was more than willing to help her. He took her small hand in his; pulling her along with him towards the make-shift bed he had in the center of the crypt.

He kissed her softly, letting her take control for a small while. She pulled back to take in much needed air. With that air came doubt. She was not sure if she should be doing this. Especially with Oz back in town. His voice shoved away any lingering hesitation.

"Let me take care of you, princess. Just for tonight"

The utter sincerity of his declaration stunned her. She gave him a slight nod, unable to form actual sentences. For the rest of the night, her mind was delightfully blank, any negative thoughts and heartbreaks forgotten, replaced by the wonderful sensations created by the blonde vampire.

Don't Dwell

Willow woke in the early morning. She could see hints of sunlight peeking through the cracks in the doorway of the crypt. She took a deep breath, letting the memories of the night before wash over her. She shifted, taking a look at Spike. He was asleep, looking very much dead. She studied him for a moment, unsure of what to do.

She noticed her state of undress and got up from her resting place. Silently she got dressed. She looked at the blonde once more, debating whether she should say goodbye or just leave. She opted for the latter, moving noiselessly out the door and into the daylight.

Spike registered the loss of her warmth immediately when she left his bed, but remained still and silent, waiting to see what she did. He sighed and frowned when he heard the door shut. She was leaving, no doubt to meet up with Oz. He only hoped that she wouldn't let the mutt back in her life. He may not deserve her, but that mongrel sure as hell didn't. He decided to go back to sleep, there was nothing he could do now. Once the sun set, he was leaving in search of the witch.

Willow snuck into her dorm room, Buffy was still asleep. The slayer never knew she had even left. She grabbed a change of clothes and went to take a quick shower. She decided she was going to skip school for the day. She had to deal with Oz, hopefully without him turning all wolf on her.

She knocked on Giles' door, waiting patiently for the watcher to answer. When she saw the door open she smiled uncertainly at the former librarian. He escorted her into the living room, leaving the couple to talk.

Oz had taken a seat in the leather chair across the room. The redhead went to move closer, but he raised his hand, keeping her where she was.

"You can't come any closer," he told her faintly, "I can't control it when you're near." She felt tears gather in her eyes but she forced herself to move, sitting on the couch far away from him.

"I'm sorry," she said, looking up at him with tired eyes. He shook his head slightly and smiled sadly.

"Nothing to be sorry about. I don't hate you, Wills. I never could. But it's hard. I should never have expected you to be waiting for me. That wasn't right of me. But I can't be around you. The wolf in me, it can't be restrained knowing that you are with him"

"I'm not though" she assured him.

"You don't have to lie, Willow," he admonished, "you were with him last night."

"How do you do that?" she muttered. He laughed a little.

"It's the animal in me, increased sense of smell," he informed her. "I'm gonna leave tonight. There's nothing here for me anymore. But I won't be far, if you ever need me, call." She couldn't hold back the tears.

"You don't have to go" she pleaded.

"I'm not needed. It will be better in the long run for you." He stood, slipping a small piece of paper into her hand as he passed her, and walked out the door.

Giles heard the door close and made his way downstairs. He saw the hunched form of Willow huddled on his couch, crying silently. Oz had informed him of his plan to leave town and knew that she would be heartbroken again. It would have been better for all of them if the boy had never shown up in the first place. He reached for the phone, dialing Buffy's number.

The slayer rushed to the apartment as fast as she could. Riley was with her when she received Giles' call, but she told him that he would have to let her go alone. Willow needed support right now. She knew that Spike had been right the night before. They had all been terribly insensitive to her; she was especially ashamed of her behavior. After her ordeal with Angel, she should have been the most understanding. It was time to make up for her neglect.

She slipped in the front door. Seeing her distraught friend, she ran to the couch, taking the redhead in her arms. Neither said anything, just offering and receiving silent comfort.

The day passed quickly. Giles had spent most of the day researching and making additions to his watcher's diaries. Xander and Anya were joining the small group at his apartment a little after sundown, and Buffy and Willow spent the day talking quietly and crying.

Xander and Anya arrived, and after seeing the scene at the apartment, they offered their condolences and left quickly. Xander felt bad for leaving his best friend in a state like that, but Anya had insisted that she would not spend the night listening to Willow cry. Buffy had to leave soon after that, she was patrol bound.

Giles frowned as he realized that all her friends had left the grieving girl alone yet again. He knew he had an important errand to run but was reluctant to leave her. Willow noticed his silent debate and smiled at his concern.

"Giles," she said, alerting him to her presence, "you can go. I don't need a babysitter."

"You shouldn't be alone, Willow," he replied.

"Whatever you have to do, I'm sure it's important. I wouldn't be mad if you had to go. Really, I'm fine."

"Are you sure?" he asked hesitantly, still not willing to abandon her.

"Go," she waved her hands, shooing him. He smiled sadly and grabbed his car keys.

"I'll be back soon," he assured her. She nodded and watched him leave. She was rather relieved to be by herself. She had gotten so used to dealing with things like this herself. She hated being someone's charity case. She got up from her seat and ambled into the kitchen, deciding to make some tea for herself.

She heard the front door open and poked her head into the living room, surprised to see Spike standing there.

"Hey" she said softly from the doorway. He noticed that her eyes were red and puffy, she'd been crying. She walked out of the small kitchen, leaving the water to boil. She fell onto the couch, staring blankly at the floor.

He knelt in front of her and she was amazed to see concern on his face. He tucked a stray hair behind her ear and lightly gripped her chin, forcing her to look into his eyes.

"What happened, luv?" She granted him a watery smile.

"He left," she told him. A humorless laugh tumbled from her lips, "He came back, screwed up my life, just to tell me that he was leaving again. Bastard." He was surprised by the amount of venom in her voice, although it was deserved.

"Did he tell you why?"

"He told me I had moved on. There was nothing left for him here. He can't even stand near me without changing into the wolf. He said it would be better for me in the long run that he leave. I just wish he hadn't come here. Things have changed too much in the past few months. We never had a chance; there was nothing he could have done. Even if he hadn't smelledyou, he and I had changed so much. It would have never worked out."

He listened to her ramble, feeling a little relieved when she said that she didn't want him back, even if the mutt had stayed. But he knew she was vulnerable, and still so unsure of her feelings that he made no effort to question her about her possible feelings for him. He took a seat next to her, pulling her into a loose embrace.

"Shhh, pet. It'll be okay. I promise," she sniffled and leaned into him.

"They didn't even care" she whispered absentmindedly. His brow creased in confusion.

"Who?"

"Xander, Anya, even Buffy. She came here when Giles called her to tell her Oz left. She did the 'concerned friend' bit, but she left as soon as she could. Like she couldn't get away fast enough. And Xander, he walked in, took one look at me and practically ran in the other direction. I know he felt kinda bad, but Anya made it clear that she didn't want to be in my presence and of course he does whatever she tells him. Lapdog" she added snidely.

"Giles was the only one of them that was worried about me. He only left because I knew he was busy, but I had to basically push him out the door," she told him with a grateful smile.

"Well, the watcher isn't that bad, for a git" she giggled at his statement. He shifted her in his arms so he could stand. He looked down at her and extended his hand. She took it without hesitation and let him pull her up.

"Come on, ducks. Let's go for a walk, you look like you could use some fresh air." She nodded and left with him. In the back of her mind, she was wondering why he was being so great, but it was nice and she was in need of someone to care for her. She just felt so lost right now and Spike was offering a shoulder at no cost and she couldn't have been more grateful.

They walked in silence for awhile, her hand still clasped in his. When it started to get late he began to lead her to her dorm but she simply shook her head and pulled him in a different direction.

He found himself in a residential area, standing in front of a modest but comfortable looking house. Willow's house, he realized. There were no lights on, obviously no one was home. He remembered her once mentioning how her parents were constantly away on business. He went to ask her why they were here but she silenced him with a single finger on his lips.

She unlocked the front door and walked inside. He turned to leave now that she was safely inside but her soft voice stopped him.

"Come in, Spike" he studied her, trying to see if she really meant it. "Please" she entreated quietly. He could see that familiar need and longing in her eyes and smiled slightly. He crossed the threshold and shut the door behind him.

"Stay?" she pleaded, afraid to look him in the eye, not able to bear the thought of possible rejection. He kissed her softly. He assured her,

"Always."

As Lover's Go

Spike lay awake for a few hours after he had joined Willow in her house. She was resting peacefully in his arms, sound asleep. He knew he should have felt a little upset that she was using him to stave away her pain. A body to comfort her in the cold night. But he wasn't, because this girl could never use anyone. She was so giving, thinking only of others instead of herself. She wasn't using him, he was simply offering. Besides, he knew she didn't take acts like this lightly. She may not love him, may not even be sure that she liked him, or had feelings for him, but she needed *him*, wanted him. Not just some body, him. He knew it, and she knew it.

He smiled as she moved closer to him, tightening her hold on his waist as she slept. He needed her just like she needed him. She needed someone to take care of her, to put her wants before anyone else. He needed to be needed. He was more than willing to be there for her. He, unlike the wolf, had no plans on leaving her anytime soon.

The bed shifted when he untangled himself from her arms. He walked into the hall, searching for the linen closet. Upon finding it, he grabbed a couple of thick blankets. He walked back into her room and quietly hung the blankets over the windows, making sure her room was sun-proof. Once he was satisfied he slipped back in bed, laying on his side and pulling her to him. He fell into a deep sleep with his face nuzzling her neck.

The room was dark, unusually so for the time of day. Willow glanced at her alarm clock, her mind faintly recognizing the feel of an arm holding her tightly. It was now ten in the morning. She knew she was late for her second class, having already missed her first. She decided that it might be better to take one more day off. After all, her ex had just left her, again, and she had a vampire to deal with.

She didn't know what to do about Spike. She didn't know what she felt for him. But there were definitely some feelings there. He had gone out of his way to be there for her, to be the one to comfort her. His behavior perplexed her. He had gone from being sarcastic and uncaring, to soothing and reassuring. She needed to be held and he held her. She needed someone to talk to and he was there. He was acting veryun-Spike-like. She wasn't sure why he was doing this. He never asked for anything in return.

Willow got up, deciding she was in need of a shower. She grabbed some clothes and went into the bathroom. When she was finished, she headed for the kitchen. Knowing Spike was awake, she heard him moving around upstairs, getting dressed most likely, she pulled a bag of blood from the refrigerator and tossed it into the microwave.

He staggered down the stairs, hair in disarray, and upon finding her in the kitchen; he walked in there, slipping into a nearby chair. The microwave beeped and the redhead fished out a mug from one of the cabinets. She removed the package from the appliance and poured his breakfast into the mug. She handed him his drink and he gave her a questioning look.

"I always used to have blood on hand when Angel was still in Sunnydale. When you came along, I figured it might be smart to keep a supply. Emergencies and such" she shrugged. He smirked but accepted the mug gratefully, he was ravenous.

She watched him feed, she wasn't particularly hungry herself. When he finished he rinsed out the cup and followed her into the living room. She sat him on the couch and placed herself next to him. She looked at him, debating how to start this awkward conversation.

"II'm not quite sure why you're doing this," she said, gesturing to themselves, "but, you've been so good to me. II don't want you to think that I am taking you for granted. I feel bad, I meanhere you are, being great and all, and I never thanked you for anything. I just" she hesitated, not even sure of what she was trying to say.

"S'okay, Red," he assured her, "I'm not asking for anything from you. I just see the way they treat you, how they push you away. You don't deserve that, luv. You're ten times better than the rest of 'em. And don't act like I'm doing ya some big favor, here. Trust me, I'm gettin' a lot out of this arrangement too," he added with a mischievous grin. She blushed at his accompanying leer.

"Right," she agreed as she stood. "Sowe're, like, friends," she contemplated. He shrugged.

"Don't really *have* friends, pet."

"Well," she amended, "how aboutfriends with benefits." He granted her a heart-stopping grin and she smiled in return. "I better go to Giles', he was pretty worried about me last night and I kinda left without telling him" she rambled as she grabbed her bag, kissing him quickly on the cheek, and leaving through the front door.

He stared at the door after she left. His expression was almost resigned. On one hand, he was glad that she acknowledged that they had *some* sort of relationship, no matter how confusing or complicated. But part of him, the man in him, had hoped that she would want more. He knew that he would never be the one to admit that he liked her, *really* liked her. He just wished that she would look at him as more than just some friend. With his good mood ruined, he decided to go back to bed. It was still early for him and he was stuck inside for a few more hours, might as well get some rest.

"Hey Wills!" greeted Xander happily as the redhead walked into Giles' apartment. He noticed that she seemed to be in a considerably better mood this morning and was glad to see that. Anya simply acknowledged her appearance with a nod of her head. The slayer was noticeably absent, most likely still in class.

"Hey, Xand." She smiled at her old friend. He may have been lacking in the 'caring friend' department as of late, but she still loved him with all her heart. She consciously ignored Anya as she took a seat. Giles walked into his living room reading a passage from a random book. He smiled warmly at Willow, happy to see her in such a cheerful mood.

"Willow," he said calmly, "you're feeling better, I suppose?"

"Much," she replied with a grin, "thanks for all the concern." He brushed her statement off with a wave of his hand.

"Nonsense, dear. It was nothing." She gave him a grateful smile and the foursome lapsed back into comfortable silence, only broken by the sound of the turning of pages.

Willow didn't get back home until well after dark. She, Xander, and Anya had researched the newest creature feature while Buffy grudgingly dragged Spike along with her to patrol. She didn't want to, but she knew she needed help with the demon and the vampire was her best bet.

The witch had decided to spend another night at her house; she just didn't want to be in the dorm tonight. Either way she would be alone, Buffy would be spending the night with Riley surely. At least if she stayed here, she could be in her comfortable bed with all her stuff. And she didn't have to listen to people constantly coming and going at all hours of the night.

She sighed as she entered her bedroom, the lingering scent of tobacco the only sign that Spike had been there at all the night before. She wasn't sure what to think when it came to the blonde. She'd be lying to herself if she said that she didn't care for him. She wasn't sure the depth of her feelings for him, but she could easily see herself falling for him. He listened to her, held her, made her laugh. But this had her worried. The two other times she let her heart control her had ended in pain. With Xander, it was all about unrequited love, with Oz, she had to deal with betrayal. She didn't know if she could put her heart out there like that again, for it to be inevitably stomped on. So now, she was simply content to take what he was willing to give her and bask in the feeling of being wanted, if only for a short while.

Spike shut her door quietly, making sure he didn't wake her. Willow had a hard couple of days and he knew she needed her sleep. He silently berated himself for coming here. He had been lonely sitting in his crypt, missing the feel of her wrapped around him as he slept. So he swallowed his pride and walked to her house. He let himself in when he noticed all the lights were off. He smiled when he saw that she still hadn't removed the blankets he used to cover her windows to keep him safe from the deadly rays of the sun.

Knowing that he would be safe when morning came, he undressed silently and joined her sleeping form. She rolled over in her sleep as the bed shifted, relaxing into his strong arms. Things were good.

She sighed, whispering "Spike" contentedly as she slept. This surprised the blonde and he grinned softly.

And things were perfect.

Don't Waste Your Heart

Willow woke slowly, surprised to feel another person pressed up against her. A ghost of a smile appeared when she realized Spike had come to her home for the night. She could definitely get used to his late night visits. She always felt safe in his presence, which seemed strange, he was a master vampire. Things didn't make any real sense right now. They had a weird relationship, mostly physical without all that messy emotional stuff. It made things simpler, but part of her longed for all that messy emotional stuff. But Spike would never want that from her. She still wasn't sure why he even bothered to cheer her up, to be there for her, but she was grateful for his unexpected support nonetheless.

She slid out of bed and took a quick shower. After looking in on Spike, she let herself out, leaving a small note for him, and she went to class. She had been gone for a couple days now and she needed to at least make an appearance.

Spike awoke around three in the afternoon. He rolled over, reaching for the absent redhead. He frowned when he realized that she wasn't even in the house. He dragged himself downstairs and opened the refrigerator, reaching for a packet of blood. He laughed slightly when he noticed that Willow had taped a note onto it, telling him she went to school and she would be back around six. Just in time for sunset. He decided he wanted to have a little fun tonight. He was taking the witch out.

Willow walked into her home tiredly. She had a lot of catching up to do for the past few days. She was so not looking forward to homework. She threw her backpack onto her couch. Before she could sit down, the light flickered on.

Spike stood at the stairway, looking as devilish as ever in his standard red and black.

"Come on, pet. We're going out tonight, so upstairs with you," he commanded. She looked at him quizzically. He rolled his eyes. "Do you need help changing, or can we get on with it?" She quickly made her way upstairs, a small grin on her face at the thought that Spike wanted to actually hang out with her.

He waited for about fifteen minutes before she finally came down. She looked beautiful, her hair pulled back, wearing a long black skirt and a dark blue clingy peasant shirt. He bowed deeply, causing her to giggle. He then extended his hand and when she placed hers in his, he led her out the door and into the night.

He actually took her to the movies. He was quite amusing really; he was amazed that 'these bloody things are in color now'! He had refused to see any sappy, girly movie, so they watched some nameless, action flick. It was nothing special, but just being there with Spike was fun, all by itself.

She pleaded with him to take her to the Bronze. She just wasn't ready to go back home yet and the Bronze was the only place in town to go, and he finally gave in after much begging. He allowed himself to be dragged along, but inwardly he was happy that she wanted to be with him, just him.

They found a table a he left to get her something to drink. She surveyed the crowded room, just taking in all the people. She got a tingly sensation as she continued to scan the room. Something was off. But she couldn't see that anything was wrong. She attempted to shrug it off but the feeling still lingered.

"Whatsa matter, ducks?" Spike inquired when he returned. He slid into the chair next to her and studied her worried face.

"Don't know. Just a feeling, you know." She shrugged, "Probably just a figment of my imagination." Spike smiled when he heard a slow song begin to play. He rose from his seat and swept her out onto the dance floor.

Willow was not suspecting his sudden move and before she knew it she was rocking slowly to the beat, held tightly in Spike's arms.

"What was that for?" she asked shyly as they continued to dance. He stared at her for a minute before allowing a small smile to tug at his lips.

"Well, luv, you wanted to come here, and it is customary for people to dance at establishments such as these, is it not? So, we dance," he answered with a decisive nod. She giggled and snuggled further into his embrace.

He allowed himself this small indulgence. He had her with him, holding onto him for dear life, and it felt right. He was a little worried when something seemed to bother her, but the moment had passed. He still couldn't shake off the feeling that something was wrong. He was determined to not let that ruin his night with his witch.

The couple walked out of the small club, hand in hand. Willow had the best night in a long time, all thanks to the vampire beside her. Tonight wasn't about comfort, or healing old wounds. It was a chance to have fun, to take a break from all things hellmouthy. She unconsciously tightened her grip on Spike's hand. He glanced at her, granting her one of his patented smirks that just made her melt.

"Where are we going now, Spike?" she asked in an eager voice.

"Ah, it's late now Red," at her pout he laughed, "it's to bed with you," he declared. She immediately perked up. She was perfectly fine with going to bed.

Dark eyes watched the pair with a look of pure rage. Gripping her doll so harshly it almost broke under the pressure, she scowled.

"Naughty William," she tsked, "my boy's forgotten his place. We must remind him Miss Edith," Drusilla purred, an evil grin spreading across her delicate face.

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