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Chapter 1

The afternoon light filtering through the trees and between the buildings of Sunnydale University was not the kind of sunshine that one usually associated with a clear, California December evening. No, this light was a gritty gray. It made everything and everyone look dirty, and Willow Rosenberg wanted nothing more than to get to her dorm room, to her girlfriend, and start her winter break by seeing how many orgasms she could bring Tara to before the other woman passed out.

Feathers. The thought had come, unbidden, during her last exam, and the witch was unable to push it from her mind. She had bought three long, billowing plumes from the little shop off Mulberry Street a few weeks ago, but the right opportunity had failed to materialize. Now, though, there was no big bad to research, no classes to study for, and Willow knew her friends would forgive her for spending a little quality time with her lover.

"Just across the quad now, and up the stairs." Willow had developed a habit of talking to herself, as well as inanimate objects, when she was small, and had never grown out of it. Now, she was talking herself into moving at a steady pace, even as her body demanded to sit down and just forget about going anywhere else. It was just too tired to care.

"Cmon, Willow. You need to get home so you can see Tara. Shes been sad since Miss Kitty disappeared." Her feet plodded along, and Willow gave a hint of a nod. "Thats it. Theres a beautiful girl waiting on you."

The stairs were impossibly long. Willow leaned against the railing at the bottom and rested her hip and head against the wall. She had no books or bag to carry, of that she was grateful, but she felt as if she could fall asleep where she stood. Deciding that the steps werent going to turn into an escalator, at least not without expending some major energy, she began the long process of talking herself up them.

The room she shared with Tara was in the center of the second floor. The other women staying in the dorm, though standoffish at first, had grown used to the idea of the two of them together. Willow had worried that they would be the object of torment or, at the very least, ridicule, in their centralized location, but had been pleasantly surprised. They each had to field questions that were a little too intrusive for their liking, and there were sometimes a few whispers when they were affectionate in public, but nothing that they couldnt handle with giggles or rolled eyes.

The sight that greeted her upon unlocking and opening the flimsy wooden door was not what Willow had expected. Three suitcases, bulging with weight, sat at the foot of the scarf-draped bed. Two duffels, similarly full, were on the floor beside the trunk Tara stored her magic supplies in. On top of the trunk, in three small, neat stacks, were the magic books the blonde witch had brought with her to college. Tara sat in the computer chair, fingers twisting in obvious nervousness.

"Baby?" Willow felt her pulse jump when her lover refused to look at her. "Tara, whats going on? I thought we were staying here for break."

"I-Im g-g-going home." Taras stutter let Willow know more than the words that she wasnt going to like what came next. "I *n-n-need* to go h-home."

Willows breath hitched in her throat and she coughed. "Is someone sick? Do you want me to go with you?"

Taras shoulders straightened and she brought herself to stand in front of Willow. "I th-think that, maybe, you-youre sick."

"Me?" Willow laughed at what surely must be a joke. "Im not sick."

"Its the power." Taras voice was strong, and Willow cocked her head to the side in an effort to understand what was really being said.

"The power?"

"Youre using it too much, and its going to take you over."

"Tara, baby, weve talked about this!" Willow felt the adrenaline pumping through her veins and knew that she should stop the argument before she lost her temper. Yelling wouldnt help her at all. "I only use magic when Im helping to fight...

"Thats it, isnt it!" It wasnt a question. Willow knew what Taras real problem was. "Youre angry that Im helping Buffy and the guys with my magic instead of concentrating on the phases of the moon and what festival is coming up."

"Thats important stuff in Wicca, Willow." Taras voice wasnt strong now. It was hard and unfeeling. "You refuse to worship the Goddess the way She has laid out. I cant be around that anymore. Its not good for me."

"The way She has laid out?" Willows temper was officially lost, and she clenched her fists in an effort to not hit something as she yelled. "We both know that there are other Goddess religions besides Wicca! Ive never really decided how to worship. Yeah, I call myself a Wiccan, but that doesnt mean I cant read up on and study other paths.

"That isnt whats bothering you. Just say whatever it is you need to tell me before walking out on me." Willows voice, now barely above a whisper, broke. "Just get it over with."

"Fine." Tara sighed, looking defeated. "I dont like you using magic so much."

"Its what I do."

"Two days ago, you did three pretty big spells very close together. You were up studying all night after that!"

"So? I did two long distance locator spells and a pretty big binding thing on a demon so Buffy could kill it. I felt fine."

"Maybe thats the problem. You should have been completely drained after the first two spells. Theres no way the third should have been possible. The amount of power you wield... It scares me."

"So you want me to not practice until a few spells will be enough to completely sap my energy?" Willow shook her head. "Thats not smart."

"No, I dont want you to do anything." Tara slipped her jacket on and slung one of the duffle straps over her shoulder. "Id like for you to just practice the religion and leave the magic to someone else."

"I cant do that." Willow couldnt even think of not doing some spell or other.

It was no longer just something she did... It was a part of her. She loved helping people the way she did. Life without the feelings of the Goddess love and power swirling through her after a spell wasnt something she wanted to imagine. She could admit that she was addicted to that, but she only did good things, so she saw no need to this worrying.

There was a knock at the door, and Tara moved to open it. An older woman and four teenaged boys, all with the same blonde hair as the young witch, moved to gather the luggage.

"Im not taking a lot of the things we bought together." Tara wasnt looking at her, focusing on gathering as many of her books as she could at once. "You can have everything."

"Just leave it, then." Willow moved through the door and ran down the hall.

A few of the girls she passed turned to yell greetings or holiday wishes, but she refused to pause for anyone. She refused to watch Tara walk out on her the way everyone else had. If the blonde witch was going to leave her, she wasnt going to be there. Watching as the other womans things disappeared one suitcase or armload at a time was just too much to take.

Dusk had deepened the shadows while Willow was inside, and the small town of Sunnydale was growing more populated by the minute. Willow knew that the baser occupants of the cemeteries and abandoned buildings that abounded were, for the most part, just now opening their eyes and rubbing empty stomachs in anticipation. She quickened her steps and tried to give the impression that there was nothing that could hurt her in the shadows of the growing night.

Three blocks from the Magic Box, her luck ran out. Three teenaged boys, falling over each other in youthful play, stumbled from the park onto the sidewalk in front of her. Willow smiled at their innocence and moved to give them room as she passed. A crushing hand whipped out to grab hold of her shoulder, effectively preventing her from moving out of the shadow of a group of trees at the edge of the park.

"Let me go." Willow looked up into three sets of amber eyes. "You wont like it if you try to hurt me."

"Oh yeah?" The biggest one, who was attached to the hand holding her, grinned through his demon visage and chuckled with his two friends. "What are you gonna do, yell for your little boyfriend to help you?"

"Naw, mate," Spike melted from the shadows with practiced ease. "She doesnt have to yell."

Without another word, Spikes boot crunched into the side of the vampire holding Willow captive. The demon growled in pain and anger, but Spike was already shoving a stake through his chest. The blonde didnt even break pace as he killed the first attacker and moved on the to second in the space of seconds.

When she was released, Willow pulled the vial of holy water she had been uncorking from the confines of her pocket and threw it at the smallest demon. He clutched at his smoldering face, and Willow was able to easily drive her small stake into his heart. She dusted herself off as she watched Spike taunt the last of their opponents.

Seeing that Willow was finished, and that he had an audience, Spike tripped the demon he fought and followed it down to the ground, staking him. "Whatre you doing out all by your lonesome?"

Willow tried to fight back the sniffle that was building, but ended up only sobbing more. "She left."

"Its only for break, though." Spike lit a cigarette and shrugged before draping an arm around her shoulders and leading her to the store where her friends would be waiting. "Shell be back for classes and all that."

Willow shook her head sadly and hiccupped, the sound only making her think of how cute Tara was when she hiccupped. This, of course, sent her into further bouts of sobbing and hic-ing. "Shes gone for good. Said my power was too much, that I didnt practice right."

"Bollocks to that!" Spikes vehement anger surprised Willow, who found herself looking at him in shock instead of crying.


The vampire stopped just outside the door to the Magic Box and turned Willow to face him. Cupping her cheeks in his large hands, Spike put the tip of his nose nearly touching hers. "Shes wrong, pet. She was jealous of your power, they all are."

"All of who?"

"Your little friends, luv." Spike brushed his thumbs over her eyes, wiping away her tears. "I saw it the other night when you helped them so much. Theyre all a little afraid and a lot jealous."

Before Willow could respond, the door of the shop was pulled open to reveal an obviously food-bound Xander.

"Hey Wills!" Brown eyes scrunched in concern. "Everything okay?"

"No, you moron, everything isnt okay!" Spike roughly pushed past the younger man and guided Willow into the room. "Had a bit of a go with some of the younger local vampires."

"Are you alright?" Giles moved from his spot behind the counter to check Willow over.

Buffy came from the back, her hair tied back in a ponytail. "Whats the what?"

"Willow got attacked." Dawn had stopped doing her homework and was watching the goings on with a frown on her face. "What else happened, Willow?"

Of course Dawn would have to see that Ive been crying. Willow sucked in a deep breath and tried for a shaky smile in the teens direction. "Tara broke up with me and left town."

"What?!" Anya squeaked from where she had just finished counting out the receipts. Moving around the counter, she pulled the (much) younger girl into the surprisingly strong circle of her arms. "Are you okay? What happened?"

"Im not good. Very not good. Actually, Im pretty stinkin bad at the moment." Willow was never sure how to handle that sort of question. Having two lobbed at her less than an hour after breaking up wasnt something she was prepared for. "Im not casting any spells, if thats what youre asking."

Anya shook her head. "Thats good to know, but its not what I was wondering. Im just trying to do what normal human girls do when another girl gets dumped."

Despite the unfortunate wording, Willow could see that Anya really was concerned with how she was feeling. "I know, Anya. Thanks."

"So, what happened?" Dawn scooted over on the small couch to make room for the redheaded witch.

"She," Willow felt fat tears running over her cheeks again, brushing at the angrily. "She said th-that Im sick, that the, the power I com-command is going to... to take me over. She said... That I wasnt practicing Wicca the right way."

"Arent you still deciding which path it is that you want to follow?" Anya handed Willow a big box of tissues and unwrapped a Hershey Bar before handing that to her as well.

"Thats what I said!" Willow noticed the sideways glances Xander, Buffy, and Giles were giving each other and straightened in her seat. "You think shes right!"

"Well, not completely." Xander looked at Buffy and Giles, clearly begging one of them to explain.

Giles straightened his glasses and crouched down in front of Willows seated form to look her in the face. "Hes trying to say that were all a little concerned with how much power youre channeling."

"Not all of us!" Dawn clasped Willows free hand in her own. "Anya and I think shes doing perfectly fine."

"Dawn, weve talked about this." Buffy frowned at her little sister. "You were there!"

"There?" Willow met Spikes eyes, noticing the almost imperceptible nod, before standing to face the three people standing in front of the counter. "You guys had a meeting about this?!"

"It wasnt really a meeting. We just all started talking about it last night while you were in class." Buffy suddenly wouldnt meet her eyes, and Willow felt the urge to hit something again.

"You *knew*. You all knew Tara was going to break up with me tonight, and not one of you tried to warn me."

"I tried," Dawns voice was quiet in sympathy, and Willow could hear the guilt tingeing the words. "I just couldnt get hold of you. I figured any messages on your machine would just be erased before you could hear them."

Anya shot Xander a look of pure contempt. "Xander tied me up and tried to distract me with orgasms. He only let me go because we both had to work, and you were in class by then."

Spike growled from where he was standing, body tensed, at the back of the room. "I wasnt at the bloody, sodding meeting."

Willow dropped the half eaten bar of chocolate on the table, mumbling her quiet thanks to Anya and Dawn for their concern. Pushing her way passed Buffy and Xander; Willow began the long walk back to the dorms.

Maybe Ill get lucky and another vampire will grab me. Willow nodded at the unbidden thought and decided to cut through the park.

Chapter 2

~~~~~~~~ Spike~~~~~~~~~

Spike stood looking at the assembled group, wondering how they could call themselves Willows friends. Dawn and Anya sat on the couch, holding hands and shooting glares at the three people still by the counter, though they were being ignored. The vampire wondered how long Anya would put up with that before telling the moron what to do with himself and his orgasms. Dawn was working up to a good screaming match with Buffy, and Spike was tempted to stay and see the fireworks, but he realized something that the others didnt seem to. Willow was walking through Sunnydale, distracted and off her game; long after the sun had set.

Without a word to the objects of his intense hatred, and a small nod to Dawn and Anya, he slipped out the back of the shop. He didnt bother to pull on his duster until he was well away from the store, not wanting the creaking and whooshing of the leather to alert anyone to his departure. The idiots wouldnt be thrilled to know that he was going after Red.

Turning to the left, Spike began a brisk walk down the sidewalk in the hope that hed find Willow on her usual path to her dorm. When she didnt appear in front of him after a turning the corner, Spike felt the first stirrings of worry.

"Where are you, Red?" He stopped to light a smoke, cupping his hand around the lighter to keep the soft breeze from fluttering it. The soft smell of vanilla mixed with the unmistakable tang of tears on the air told Spike exactly where Willow was.

"Walking through the park." Spike snorted at his own sarcasm. "No, shes not upset at all."

A flash of red against the silvers and blacks of the night caught his attention, and Spike hurried to join her. "Not smart walking out here all alone, pet. Never know what kind of evil nasty will decide that you look like dinner."

"Its too early for dinner." Willows voice, though still morose, held the barest hint of a laugh. "Id be breakfast."

"Not funny, luv."

"Dont think it was really meant to be." Willow shrugged before stomping her foot in anger. "How can they be afraid of me, angry at me, when all Ive ever done is help them?!"

"Theyre afraid and angry because theyre jealous, pet. You have more power in your little finger than the slayer has in her entire body. That makes you more important than her. Thats not something shes used to at all. Xapper just follows along with whatever she says, and Giles, while he sometimes shows some balls, is pretty much the same way."

"I guess I can see the anger in that." Willow nodded slightly, sounding defeated. "I just really dont understand the fear. Am I really that dangerous?"

Spike linked his arm through Willows as they neared the center of the park, turning her away from the dorms. He had his DeSoto sitting in a rented garage a block away from the park in the direction they now moved. What better time to take the chit for a ride? Needs something to get her mind off things for a bit. "How bout a drink, luv?"

Willow looked at him for a minute, uncertainty flickering through her eyes, before she shrugged and gave a deep sigh. "Oh, why not?"

Spike unlocked the garage and his car, motioning for Willow to get in. "Not much in the way of cars, but I like it."

Willow looked at Spike, her fingers moving to caress the smooth leather seats. "Its a great car. Suits you."

"Does it?"

Willow nodded. "Sleek, beautiful, and dangerous."

"Beautiful. Pet?"

Willow smirked up at him. "Sexy as sin?"

"Much better."

It was five minutes into the ride before Willow spoke. "Spike?"


"Could we just leave?"

"Havent gotten anywhere, yet."

Willow turned sideways in her seat to level her gaze at him while she twirled a strand of hair around her finger. "No, I mean leave town."

Spike brought the black monster of a car to rest at the side of the street. Couples out celebrating the beginning of winter break crowded the sidewalk, and Spike was grateful that his favorite liquor store was away from any clubs or teenage hangouts. Driving would have been impossible around there.

"You just want to go? Run away from those idiots?" Spike could feel the anger building up inside and tried to turn the other Scoobies into demons in his mind so he could picture ripping them apart. "You cant let them think theyve won!"

"I didnt mean forever, Spike." Willow grinned. "Ive got another quarter at school, and Im not going to miss it. I just want to get out of here for a few days."

"We could call Anya or Dawn. Either one of them would like to go with you." Please say no, please say no, please say-

"No." Willow shook her head hurriedly and held Spikes hand in both of hers. "I want *you* to come with me."

"Sure, ducks?"

"You know Im not one for long discussions on my feelings. Well, not without rambling on and on. And, when I ramble, I tend to stop making a whole lot of sense. You understand me a lot more than anyone else, including Xander."

"Its all those years livin with Dru."

"Thats another reason I want you to come with me."

Spike pulled out a cigarette, lighting it before rolling down the window to let the smoke out. He sat facing Willow for a long moment, just smoking his Marlboro and thinking. Runnings the weak thing to do, but maybe the chit deserves to be weak for once. Ill just have to be strong for her. Not like I havent done it before.

Taking a final drag to mask the deep breath he took, Spike slowly let the smoke drift from his lips as he faced Willow again. "Are you asking me to go because you want to go with *me*, or because I happen to be here and unattached to the rest of the bloody Scooby Gang?"

Spike gripped the wheel as the mantra of please be me, please be me, please be me echoed in his head.

Willows lip trembled slightly as she looked at him indignantly. "Spike, youre one of my best friends! One of three *real* friends that I seem to have. Id move into your crypt if that was the only way to hang out with you over break.

"I just cant deal with being in that dorm room right now, and thought you could use a break from nearly all things Sunnydale and Scooby. If you dont want to go with, just drop me off at my parents house, and Ill take their car."

Bloody hell, shes beautiful. Spike was so busy taking in the sight of her flushed cheeks and flashing eyes that her words took nearly a full minute to sink in. *Im* one of her best friends? Shed stay at my dank, depressing crypt just to spend time with me, and shes asking me to go with her. Wait- you dont want to go? Sod all that!

"Oh, Im going." Spike put the car back into gear and maneuvered one of the fastest U-turns Willow had ever been witness to. He was nearly to the dorms when he again spoke. "Were not going to see the Poof, are we?"

"No." Willow shook her head sharply. "Ive got enough drama without getting involved with Angels group."

Spike nodded and chuckled softly as he navigated into the campus parking lot. "Good. I dont think my sire and his merry band of helpful idiots would welcome me with open arms, and havin my badboy-funbits handed to me or ending up a big pile of dust would tend to cut down on the amount of fun I could have."

Willows burst of laughter made Spike jump as he reached for the keys. "Badboy-funbits?!"

"What?" Internally, Spike gave a little punch of triumph. *Knew* I could make her laugh.

Willow could only giggle uncontrollably while curling into a ball on Spikes seat, and the vampire wondered if she could breathe.


Spike paced around the room while Willow packed, trying to take in everything without being too obvious. There were a few empty drawers open, telling Spike that the left-hand dresser and closet had been the blondes. Stupid bint wasnt smart or pretty enough for my Red, anyway.

"Got everything, pet?"

Willow looked over her bags. A small suitcase sat beside her laptop case and purse. "Oh, I left my shampoo and stuff in the showers. Ill be right back."

Spike waited a beat and then stuck his head out the door to watch as Willow pushed open a door and disappeared. Long legs carried him to her hamper, and he fished out a soft, v-necked shirt shed worn the night they fought the last nasty demon. Stretching the material in his hands, he leaned in to rub his cheek against the cloth as he took in her scent. He knew he was going to be close to her for the next few days, but didnt know if he would ever get to hold her.

There was a soft thump from the hallway, and Spike could hear Willows voice as she walked down the hall with someone. Better be a girl, Spike scowled and shoved the shirt back into the hamper before Willow and the other girl, a decent enough looking brunette, came into the room.

"Marcy, this is William."

"Hello." Marcy had blue eyes and dimples that would have made Shirley Temple jealous when she smiled.

Spike nodded slightly in acknowledgment. "Ducks."

The brunettes eyebrows disappeared under her bangs as she turned to Willow. "Youre right, he *is* a cutie!"

Willow only blushed and rifled through a stack of CDs on her desk. "Here. Thanks for letting me burn it."

"Not a problem. Im just glad I caught you before you left."

"See you after break." Willow hugged the other girl before waving her down the hall.

"So, Im a cutie, huh?" Spike gave a smug grin as he hefted her bags and followed the blushing redhead from the room.


The trip to Spikes crypt was comfortable, as Willow was busily making a list of what snacks they would need to get at the big truck stop/gas station a few miles out of town. There was nowhere in Sunnydale that had decent road munchies.

Spike had chuckled at that declaration, telling Willow that he just had to get enough ice to keep his blood cold. He would have to restock the next night, but didnt think hed have any problems. Every decent sized town had a butcher or a blood bank. Failing that, there *had* to be a hospital. He flat out refused to feed off of animals. Hed rather starve to death.

Spike left Willow in the car with the motor running and the doors locked while he did his vampire interpretation of The Flight of The Bumblebee.

Though, Im sexier than any bee could dream. Spike chuckled to himself and began a little singsong in his head. Im goin on a trip with Re-ed. Goin on a trip with Re-ed.

After throwing his only other pair of pants (black jeans, of course) and the three shirts he currently owned into a gym bag, he threw his last three bags of blood into the little red cooler Willow had given him a few weeks before. Looking around, he caught sight of the carton of Marlboro cigarettes sitting on top of the television and put it in his bag as well. Satisfied that he had everything of vital importance, he nearly sprinted back to the car.

Willow was listening to some slow song when he threw his things in the back and slid into the drivers seat.

"Bruce Springsteen?" Spike cringed and slid the DeSoto out onto the road. "You want me to listen to this?"

"Its Thunder Road!" Willow looked shocked. "How can you *not* like Thunder Road?"

Spike only shook his head, not even trying to hide his amused grin. The sign thanking them for visiting Sunnydale and asking that they came again loomed just off the road, and he glanced at the redhead.

Willow saw his grin and cringed in her seat. "Go for it."

Spike barreled over the sign, singing along with Bruce as his back tire left thick tread marks over the green surface. "All the redemption I got to offer purrs beneath this dirty hood, with a chance to make it real somehow, tell me what else can we do now-"

Willows voice joined his even as she watched the flattened sign disappear behind them in the dark. "Except roll down the window and let the wind blow back your hair, the nights busted open, these two lanes will take us an-y-where.

"Thought you were making fun of Springsteen a second ago."

Spike just smiled. "How can you *not* like Thunder Road?"


Chapter 3

~~~~~~~~~ Willow ~~~~~~~~

Willow stifled a yawn and looked over at her companion with bleary eyes. They had been on the road all night, and she was starting to feel the strain in her back and legs. It was closing in on five oclock, and the sun would be coming up soon after that. Looking at the map shed bought at the last gas station they had stopped at, Willow followed the randomly chosen route with her finger.

"Well be in San Francisco in a little bit." Willow couldnt think of a place that had check-in times at that hour. "Wonder if theres some little rat hole or other that will take check-ins twenty-four hours?"

Spike chuckled and drummed his fingers along with the beat of the Clash song playing on the stereo. "Dont worry about it, luv. Ive got it covered."

"Oh? Hows that?"

"Made a phone call while you were makin use of the little girls room at that last stop. Theres a guy who owes me a few favors there. Hes willing to make up for them by letting us stay in this little hotel he runs. Well have to share a room, though. Somethin about there being lots of people in town for the holidays."

Willow got a mental picture of some kind of a hole-in-the-wall hotel on the outskirts of town, but decided that it would be fine as long as she could stretch out on a bed and didnt get eaten. "As long as you behave, well be fine."

"*I* behave?!" Spike affected a surprisingly convincing look of shocked innocence. "You know youre just waiting to get me alone to have your wicked, witchy way with me."

Despite her giggle, Willow couldnt bring herself to play along. "Nah, my wicked, witchy ways arent all theyre cracked up to be, apparently."

"Hey now, no tears yet. Well be inside the city in just a few minutes, and then its on to the hotel. Traffics pretty decent at this hour, so it shouldnt take us long at all. Then, Ill draw you a bath and you can knock the road dust off. After that, you can snuggle down and have a good cry."

"You dont have to do any of that, Spike." She tried to ignore the fluttering in her stomach at Spikes words. She hadnt had that feeling from a man since Oz, and wasnt willing to think on them now.

"Know I dont, pet." Spike stopped at a light and met her eyes. "But I want to... Need to... Going to."

Something Willow couldnt place glinted in the vampires eyes before he turned back to the road and slid into the city proper. Willow was silent for a moment before a thought struck her. "Are we going to be in the city for a few days?"

"Youre in charge of this little expedition, luv." Spike chuckled. "Im only the driver."

"You know thats not true, Spike. Youre a lot more than some chauffeur."

"Why did you ask about staying in town?"

"Can we go see the American Conservatory Theater? Ive always wanted to."

Spike gave her an indulgent smile as they sat at another light. "Do you even know whats playing?"

"Does that matter?"

Spike, still wearing that smile, shook his head. "Not a bit, pet. Well get settled and see whats going on tonight and tomorrow. That way, we know when were puttin on the nines and going to the theater, and when were slummin it in the East Bay clubs."

"Spike, I didnt bring anything dressy." Willow worried her lower lip in a habit that she knew must make her look all of twelve years old. She hated that she still did it, but couldnt quite seem to stop.

"Guess youll just have to go shopping."

"Well do that tonight, and then do the theater or the club thing the night after." Willow nodded to herself and started watching the buildings as the car she rode in slid along the street.

"You could just go shopping this afternoon after a nap. Then you wouldnt waste time waiting around on me." Spike pulled the car to a stop.

"I wont be wasting time waiting on you. Ill be having a good time hanging out with you until you can go shopping with me. Besides, I suck at picking out club wear." Willow caught sight of the building sitting outside her window. "Whats that?"

"Thats the Mark Hopkins Intercontinental Hotel. Our home away from home. For the next few days, at least."../h/hx109086.htm

Willow let her hand rest in Spikes when he opened her door for her, able to do nothing but slowly respond to the soft tug on her hand. "What did you *do* to get this as a payback?!"

"Stopped a demon who likes to set fires from burning the joint about ten years ago. Get to stay here for free whenever possible."

A middle-aged man had come from inside to stand with the doorman. A wave of his hand sent three other men scurrying to the car to relieve it of its baggage. If any of them found their mismatched luggage in bad taste, they gave no indication of it. Willow did notice, however, that the bellhop with the small red cooler was carrying it as far away from his body as he could.

"Hello, Mr. Torrington." The middle-aged man smiled as he spoke and held his hand out to Spike. "It has been quite some time."

"Ive been busy lately, and have just now gotten a chance to get away for a while." The accent he was using sounded more like Giles than his own, and Willow was struck with the thought that she may not know as much about the vampire... the man standing beside her as she would like.

"Yes, I know how that can be." Kind brown eyes slid from Spike to Willow. "May I ask who your new friend is?"

"This is Willow Rosenberg." Spikes arm drifted around her waist as they moved into the lobby.

"Pleased to meet you, Miss Rosenberg. My name is Joshua, and Im the concierge here. If you should need anything during your stay, just let me know." Another man, this one in a uniform that was a strange mix of the bellhop and doorman dress came from a back room.

"Markus!" Joshua called him over and motioned to Spike. "Take his keys and park the car. Quickly!"

"New guy?" Spike chuckled, and the other mans scowl faded and then was gone.

"Stacey will get you taken care of." Joshua motioned to the young woman standing at attention behind the counter. "Oh, and youll find your mini fridge stocked with O negative."

Willow could only blink at the two men as they said their goodbyes. She knew she was staring, but, really, there was simply no helping it.

The lobby of the hotel was larger than the entirety of her parents home. Chandeliers and wall sconces kept the shadows that would have been hovering in the corners and eaves of the vaulted ceiling at bay. There were lamps to cast a golden light over the abundant chairs and sofas artfully placed about low tables and ornate rugs. Reds and golds, along with splashes of creams, dominated the rooms colors. An older woman was decorating the mahogany tables with great vases of silver or crystal with fresh cut flowers, their scents mingling and drifting through the air in a sweat, but not overpowering way.

Spike only smiled this wide, indulgent smile and led her to the gleaming dark wood counter and the pretty woman standing behind it.

"I just need your ID and credit card for our records and incidentals." Stacey had a soft voice, though it echoed in the nearly deserted lobby. Looking at Willow, she smiled slightly. "The Nob Hill restaurant will be open at 7:00, though room service is open for orders around the clock. For dinner or drinks, the Top of The Mark is open as well."

"Thank you, Im starved." Willow spoke softly as she took in the other womans soft voice. The voice coupled with large blue eyes and shoulder length blonde hair brought Tara swimming to the front of her mind.

"Think well just be gettin room service for now, pet." Spike smiled at Willow, and she nodded.

"I can put that order in for you now, if you like?" Stacey motioned to her phone. "It would be finished much sooner that way."

"That would be lovely." Spikes new accent continued to throw Willow off. "Ill just have a nice cup of tea. What would you like, pet?"

"Blueberry muffins with lots of butter. I think Ill take tea as well." Willow managed a wave and a thank you as Spike turned, still holding onto her waist, and walked to the elevators.

"Whats our room number, anyway?" Willow took the key card Spike handed her and turned it in her hand. "Room 1802, The Mark Hopkins Suite. Why do I get the feeling that its the most expensive room here?"

"*Rooms*, pet. Its a suite." Spike was watching the numbers slowly tick by on the little panel above the buttons and shifting from foot to foot. "And you get that feeling, because its true."

"This is too much, Spike." Willow knew he wasnt actually paying for the suite, but she still felt out of place.

Spike stopped watching the numbers and grasped her chin in his hand. "Nothing is too good for you, Willow. Nothing."

Willow nodded, and Spike returned to staring at the ticking numbers, muttering curses when it only showed 11' before slowly moving to display 12'.

"Whats wrong, Spike?"

"Sodding hate these things."

"Youre claustrophobic?"

"You try waking up in a coffin and see what it does to you." Spikes eyes were flecked with amber as he spoke.

"I wasnt making fun. Just wanted to know." A horrific thought struck Willow just as the display panel showed 16'. "Wait, you were tied up in Giles tub for so long."

"Bout killed me." Spikes voice was soft.

Willow felt those flutters come back when she saw the openly vulnerable look on his face. "Im sorry."

There was a soft ding and the doors slid open. Spike let out an unnecessarily held breath and reached for her hand. "Not your fault, Red."

"It still sucked."

Spike nodded and opened the door to their suite.


Twenty minutes, and three circuits of the entire place later, Willow was sitting in the parlor eating her muffins and sipping tea along with Spike. "This place is amazing."

"Said that, pet."

"Well, it bared repeating." Willow shrugged and let her eyes drift over the luxuriously decorated room.

"When the sun comes up, youll be able to look over Huntington Park from the terrace over there." Spike nodded at the windows and door behind Willow.

"Maybe," Willow couldnt quite stop a quiet, but hard, yawn. "Maybe later. I just want someone to point me in the direction of the bed."

"Do better than that." Spike sat his teacup back in its saucer and placed everything back on the large silver cart that had been wheeled in. Moving to Willows side, he slid an arm under her legs and one behind her back before standing and carrying her into the spacious bedroom.

Sitting her on the bed, he retrieved the short nightshirt from her bag and handed it to her. "Bathrooms in there, pet. Do whatever it is you need to, get changed, and then come to bed. That bath will just have to wait, I suppose."

Willow changed clothes quickly, sliding her nightshirt over her head and combing through her hair with tired fingers. The action brought the memory of other hands sliding soothingly over her locks, tangled from a fight or damp from a shower or a bout of lovemaking. A soft sob surprised the redhead as she opened the bathroom door, and she was unable to stifle it before the blonde vampire sitting across the room heard.

Spike was at her side before the tears in her eyes were fully formed, and she felt strong arms wrap around her and a receptive shoulder under her cheek. "Pet?"

"Im sorry." Try as she might, Willow couldnt get the rest of the words to form, and broke down into hiccupping sobs against the soft black cotton of Spikes shirt

"Hush, pet." Spike petted her hair and dropped soft, chaste kisses along her forehead while maneuvering them to the bed. "I knew this was coming when you first wanted to leave town."

Willow slid into bed, grasping Spikes arm and tugging him onto the soft mattress and billowing covers with her. "How?"

"You were right pissed off when we left." Spike shrugged and sat up to remove his ever-present boots. "Figured you would be getting past that to the tears part soon."

"And you still came with me?" Willow watched as Spike stripped down to his faded jeans, unsnapping the button before sliding under the covers to rest beside her.

"Wasnt about to let you go through it alone." Spike brought her to rest against his chest and continued playing with her hair. "Im here for you, Willow."



Chapter 4


Spike tucked Willow more firmly against his side and grinned softly when she curled around his much cooler frame. He tried to tell himself that she probably thought he was the other witch, but a soft thank you, Spike let him know otherwise.

Bugger all, thought Spike with a frown as he ran long fingers through Willows slightly curling red hair. He was happy it was growing back to a proper length, having hated to see it so short. How am I supposed to get through this without doing something stupid? The chits counting on me to be her support, and all I can think of is making her mine in every sense of the word.

The blonde busied himself with looking over the window coverings, trying to determine if they were thick enough without having to move from Willows side. The redhead turned to lay her head on his chest, one hand moving to rest on the back of his neck, fingers buried in his hair, and Spike decided that hed take his chances. There was no way in hell that he was going to give up the closeness her sleeping body was affording him to do something as inane as insure self preservation.

Yeah. Spike rubbed his cheek over the soft hair of the girl in his arms. I am, once again, Loves Bitch.

Willow sighed and held onto him tighter in her sleep, and Spike nodded. I can do that. Shes more than worth it.

Besides, this place isnt even going to put a dent in my savings. Spike fought back the full laugh that tried to form in his chest when he remembered Willows face when she saw the hotel, then the lobby, and then the suite. Cant go telling her that, though. Shed just want to go and do something stupid. Like trying to pay half. As if Id let that happen.

Sometime in the months Spike had been helping, and watching, the Scooby Gang, he had an epiphany of sorts. He had known that Willows power was going to explode, and that it was doubtful that her so-called friends would be willing to really deal with it on a responsible level. Spike had also seen the way Tara acted around everyone else, and the way she got into little snits whenever Willow used magic. He had known before anyone else that the blonde witch would not be around for much longer, but refused to cause Willow pain by telling her without some sort of proof. His sudden realization had also included the feelings he was developing for the petite witch in his arms.

It had happened so quickly, and so simply, that Spike was almost embarrassed. The group had gotten together to take out a rather large, vicious nest of vampires one Friday night. After the fight, dust settling around them, Willow had looked up at him with big, shining green eyes and smiled.

That smile was the clincher to everything else about her that Spike found himself looking for in other women. Her innocence and kindness had drawn him to her. The stubborn streak and hidden fire captivated him. But that smile pulled him in, rolled him over, and held him fast.

Spike was in love.

He knew without lingering on the thought that he would follow the little redhead anywhere. Even when she moved on from this breakup and found another girl to love, he would be there. He had spent two lifetimes following women who felt next to nothing for him. He could handle following the witch around. At least she would be good company.

~~~~~~~~~~~~~~~~ Willow ~~~~~~~~~~~~~~~~~

Willow fought to stay asleep as she cuddled into the firm body below her head. Her hand drifted of its own accord over rippling abs before settling beside her face.

Wait. Willow blinked her surroundings into focus. A long expanse of pale flesh greeted her eyes, and she was ready to dismiss the previous days events as some hellmouth-y dream when she brushed her hand against the hard chest below her.

Spike. With the remembrance of whom she was sharing a bed with came all the details of the day and night before, and she scrambled out of the bed and into the bathroom as quickly and quietly as she could.

She remembered Tara breaking up with her for reasons that made no sense, and the way the group had reacted to the news. Buffy and Xander telling her that Tara was right about her using magic all the time, Giles trying to back them up in a slightly more democratic way. She saw Anya and Dawn, angry that the group was not hearing their opinions, sitting with her and offering their support. But, most of all, she saw Spike.

Not just the Spike who had taken to helping them after the chip, and not just the vampire who had wrecked the Parents Night at the high school all those years ago. No, Willow saw them, as clearly as if they were standing in front of her in the impressively large bathroom, like two slightly different sides of a coin. They werent the complete opposites of each other, but the Spike that had been helping them was somehow... different than the one who had kidnapped her and Xander.

She ducked into the shower and was scrubbing the stress, and top few layers of skin, from her body when a thought struck her. The group, her included, had been treating Spike as if he were no longer a threat. Now, Willow saw that for the mistake it was.

He was like one of the albino tigers she had seen in the zoo as a girl. Sleek, beautiful, languidly bored, and more deadly than most gave them credit for. You could train them to eat what they were given and to look pretty for the cameras, but they could still turn and rip your arm off as you went to pet them.

Willow found herself wondering what the hell she was doing with him in a hotel, amazing as that hotel may be, until she remembered the look on his face the day before. He had looked so angry and appalled with Buffy, Xander, and Giles. Then, walking her to the car and packing her things, his eyes had shone with an understanding that Willow found herself wondering about.

The comforts he had given her without any thought to himself amazed the redhead as she dried off and dressed for the day. His arms had been pillowing and strong at the same time, different than Taras but also the same, as he held her.

Willow opened the bathroom door to see Spike, still shirtless, reclining on the bed and smoking what was obviously his first of the day. His bleached hair, curling without being combed and gelled back, stuck up in crazy tufts here and there. Bleary blue eyes met her green ones, and he grinned lazily.

"Afternoon, pet."

His voice was husky from sleep and smoke, and the air rushed out of Willows lungs as a wave of lust spiked through her. Where did *that* come from?

"H-Hi Spike." Her mouth had gone dry, and it took two tries to get the words out. "When do you think well be able to go shopping?"

"There are boutiques and shops in the hotel, so we can start looking for a few classy things while we wait for the sun to set." Spike ground his cigarette out in the ashtray that he had moved from the dining room to the nightstand.

Willow gulped at the sight of the flesh exposed when he stood from the bed and stretched long arms above his head. His jeans rode indecently low on his hips, exposing the lines where his legs joined his torso. A shallow navel and rippling abs led her eyes to the sculpted chest with its pale skin and darker nipples. Willow snapped her eyes to the side as Spike lowered his arms and opened his eyes, trying to get her breathing under control, not really certain why is was erratic to begin with.

"Im going to call Sunnydale."

"Why?" Spike had moved to retrieve his clean clothes, but stopped to face her. "They dont deserve to even hear your voice at this point, Red."

"Anya and Dawn will worry." Willow hoped that the others would worry, too, but knew that mentioning the younger Summers sister would soften the vampire up.

Spike nodded. "I was going to get a shower, but that can wait... If you want?"

Willow knew that he was offering to be there for her again, to back her up if she needed it, and smiled softly at him. "Thanks, Spike, but Ill have to talk to them on my own some time. Its not like you can be with me all the time."

"Could if you want, Willow." The words were so soft that Willow wasnt sure if they had actually been spoken, and then Spike was closing the bathroom door behind him.

Willow stood staring at the door until she heard the water start. Did he just say that? Could Spike *like* me? Why am I even thinking about this? Im gay now. Right?

Shaking her head, Willow moved to the spacious living room and picked up the cordless phone from its base on the table beside the sofa before moving out onto the balcony. The breeze blowing off the ocean caused the flowing skirt she wore to flutter and wrap around her ankles. The sun warmed the flesh exposed by the deep green halter-top. The effect was at once sexy and relaxing, and Willow made a mental note to pick up some more outfits like it while she went through the numbers necessary to access her calling card and then The Magic Box.

"Hello, this is The Magic Box. Dawn speaking." The forced politeness in the young girls voice made Willow smile.

"Hey Dawnie."

"Wills!" Dawns happy shriek was followed by the noises that phones make when theyre rubbed against something, and a muffled Hey!.

"Willow Ann Rosenberg!" Buffys voice was devoid of all cheerfulness. "Where the hell have you been?"

"Well, first I went to my room and packed some things, then Spike grabbed his stuff. Now, though, were in an amazing hotel in San Francisco."

"Youre with Spike *where*?"

Again the phone made some odd noises, this time followed by the cultured voice of Giles. "Whats going on, Willow?"

"Im going to be out of town for a while, Giles."

"Am I to understand that youre with Spike?" The disapproval was thick in his voice, and Willow could just see him polishing his glasses as he frowned.

"Thats right." Willow stroked the petals of a flower growing in an ornate marble pot. "I needed to get away for a while, and Spike needed a break too. So, we left. Ill be back way before classes start, dont worry."

"Have you given any thought to Spikes being a *vampire*?"

Before Willow could respond, the phone once again changed hands and Buffys voice whined at her over the line. "Running away from your problems wont make them go away, you know. Being a coward is one thing, but I never thought you were stupid enough to just run off with the first guy to offer you a ride!"

While Buffy was deriding her, Willow caught Xanders muffled voice in the background. She couldnt really make out what he said, but she heard the words blood-sucking bastard, and evil undead more than once.

"Buffy, you ran away after the whole Angelus thing, and you were gone for *months*." Willow fought the tears that threatened to spill down her cheeks. "I just need a few days."

"Its not the same thing!" Willow had never noticed the high-pitched shriek that Buffys voice tended to take on when she was indignant before. "Willow, you need to Hey!"

"Willow, this is Anya." The former demons voice was pleasant and crisp. "If youre having fun in San Francisco with Spike, then I say go for it. If anyone deserves a bit of a break from this place its the two of you. Dawn says to have fun, too."

Willow heard a loud banging, and Anyas voice was breathy when she started talking again.

"Sorry about that. I had to run for the back room." Anya chuckled as Xanders curses floated through the door. "Be sure to keep your eye out, youre not used to big cities. Tell Spike that Dawn and I say hello. Oh, and I better be getting something when you two get home."

"Okay. Thanks, Anya."

"Its no problem. Oh, and I want details of all the orgasms, too."

Before Willow could wrap her mind around that last statement to form a reply, Anya gave a rushed good-bye and the phone went dead.

"Ready to go, pet?" Spikes voice floated from inside the room.

Willow shook her head at the phone and moved to the door. "Let me get my shoes."

Chapter 5

~~~~~~~~~~~~ Spike ~~~~~~~~~~~~~

Spike came to a major conclusion on the elevator trip to the lobby. He had an inkling of it when the doors first shut on them on the eighteenth floor. The small family that entered the car at floor fifteen solidified the thought. By the time the little compartment reached the lobby, three more people had gotten on, and his hands were wrapped around the little redheads waist in an attempt to keep from trembling. Thats when he knew for certain...

The elevator was invented by some demon in charge of the lower rungs of hell.

He kept the thought to himself, knowing Willow would simply giggle or think him stupid, and steered her toward the arch at the side of the lobby that would take them to the small in hotel shops. "Im thinking that a cocktail dress or eight is in order."

"Eight?" Willows brow creased as she looked at him as if hed sprouted chaos demon antlers. "I think *one* is more than enough. Not like Im ever going to get a chance to wear it anyway."

"Are too." Spike led Willow into a shop with gleaming marble floors and three saleswomen. "Im takin you to the restaurant that they have here."

"Still only calls for one." Willow ran her fingers over the dresses and shirts as they passed.

"Five." Spike countered.

Willow looked at him and grinned. "Two."

Spike motioned for one of the women. "Well be needing at least three dresses. Things to go dancing or to the theater in. Price isnt an object, as long as Willow looks as good as humanly possible."

The other women snapped to attention, the three deciding amongst themselves that a size five would be the place to start, and began hunting through racks and small closets for dresses that they thought would complement her frame and coloring. Spike grinned openly when Willow was led to a chair and given a glass of tea while the women brought out dress after dress for her consideration. It took him a moment to realize that she was overwhelmed at the attention, and he came to her rescue.

"Ladies," Spike loved using his cultured accent. It drew the birds faster than money. "I think shes a little daunted. Maybe if we narrow down the search, it would be easier on us all?"

"Of course, sir." The first woman he had spoken with, the oldest and obviously most experienced, replied. "A girl so young not from money would have that problem."

A growl almost made its way from his chest at her words, but Spike hastily pushed it down. It would do no one any good to get angry with the woman. She hadnt meant it as an insult, and Willows smiling eyes told him she wasnt taking it as one.

"I think something long would be best." Spike nodded to himself. "Flowing, but with no slits. I hate those. Too obvious.

"Deep colors. Greens, blues, and black."

The saleswoman laughed gently. "Its so nice when men know what will look good on the woman theyre shopping for. Usually, though, theyre trying to make it a surprise."

"This whole trip has been a surprise." Willow spoke softly from her chair where her hand ran along the folds of a velvet and brocade hooded cloak hanging beside her.

The woman smiled again and moved to join the others in their renewed search when Spike laid a gentle hand on her shoulder. He leaned down so that his words would not carry in the otherwise unpopulated store.

"Lets not have anymore comments about her lack of money. I dont like it. Im more than willing to make your commission sales for the week skyrocket, but I dont need her feeling the least bit uncomfortable." At the womans small nod and understanding, gentle smile, Spike decided he liked her. "Oh, and do you have one of those hooded capes in a green or black?"

"We have it in both, sir."

"Wrap up one of each, then."

The woman chuckled softly. "I *knew* you had a surprise up your sleeve. A man in love usually does."

Spike thought about correcting her before realizing that she already *was* correct. He was in love with the witch, had admitted it to himself the night before, and wasnt going to try and deny it. Of course, she wouldnt be wearing the dresses he bought today for him. She would wear them for herself, and then for whomever she fell in love with next. He just wanted to pretend that *he* could be her next lover. Even if it lasted only a few days.

"So, were going to dinner?" Willows soft question pulled him out of his thoughts.

"The Nob Hill Restaurant is supposed to be excellent." Spike knew it was a yes or no question, but he wanted her to say she wanted to go. That she wanted to go with him. "If you want to go eat, that is."

"Sounds good to me."

Spike nodded and grinned to compensate for not doing the little dance he felt coming on.

One of the salesclerks came over to lead the two of them to the changing room in the back of the store. Spike caught the older woman selecting boxes for the thick capes hed requested, and she gave him a wink. The third girl trailed behind the others, arms laden with dresses.

The changing room was really a two-room affair. There was a small sitting area that held a set of cushioned chairs, a three-way mirror, and a vanity counter and mirror. Spike stood just inside the door while the young woman hung the eight dresses theyd narrowed down to on a long peg outside the smaller rooms stall-style door. Willow took the first dress and shut the little door behind her as the women left the two of them with instructions to leave what they didnt want and to call should they need anything else.

Spike made sure the door latched properly behind the two women and then made himself comfortable in one of the seats. "Alright in there, Red?"

"I dont think I like this one, Spike. It shows too much."

Spike chuckled and shook his head. "Then dont take it. Put it on the little peg they have in there and pick a different one to try on."

"Arent you bored?"

Spike caught sight of Willows legs, bared from the knees down by the flimsy door, and imagined the rest of her body being revealed when the dress came into view along with her arms above the wood. "No, pet, Im not bored at all."

The door unlatched, and a graceful arm, bared to the back of an alluringly naked shoulder, hung the dress on the door before graceful fingers pointed to the wall peg. "Could you hand me the next one, please?"

"Got it." Spike slipped the deep blue dress from its hanger, secretly hoping she picked it. He loved the feel of the material, something soft and unnatural, against his fingers. Handing her the dress, he took the other from its place on the door and hung it on another peg.

Her thanks went unnoticed as he sat back down and angled his head to the side. Sure enough, her legs came back into view and the dress pooled on the floor before being slid up by unseen hands. A shiver of lust went through him, and Spike found himself readjusting the steadily constricting jeans.

Desperate for something to take his mind off the redhead less than ten feet away, Spike latched onto something that always helped in situations like this: the Slayer. "How did the phone call go, luv?"

There was a thick sigh from behind the door, and Spike was almost sorry he had brought it up until the door opened and he caught sight of Willow. She was wearing a thick terrycloth robe, and had the blue dress draped over one arm. "I like this one."

"Okay. Ill put it in the keep pile while you try on the others." Spike knew she was trying to stall, but was happy to let her get away with it as long as she stood before him dressed like that.

"Do I have to try them all on?"

"No. Just have to try them on until you find three you like." Spike took the dress and handed her a deep green velvet one from the collection of others. "Now, stop stalling and tell me about the call while you try this on."

Willow sighed, but took the dress and slipped back into the stall. "It was bad. If it wasnt for Dawn and Anya, the whole thing would have been nothing but one big yell fest."

A few minutes later, the dress was handed back out to Spike. "Im *so* getting that one!"

"Dont I get to see them, pet?" Spike pouted in a way that had gotten him access to more than one bedroom in his time.

Willows eyes went wide, and he caught the faintest hint of her arousal. Maybe shes not as gay as she thought she was.

The thought had... possibilities.

"Youre the one Im going to be wearing them for, silly." Willow moved to the rack and found the three black dresses that she had brought with her. "You cant see them yet!"

Spikes mind was still running over the thought of her wearing clothes for him, for his approval, the way she had worn things for her witch. Pictures of satin and lace under things danced through his head, and he was once again readjusting his jeans. He was unaware of anything until he heard Willow ask him why some of her friends refused to support her the way she was always supporting them.

"You know how Slutty is, luv." Spike took the dress that was flopped unceremoniously over the stall door and hung it on the no rack with the other rejected things. "If she isnt the center of attention, she cant function.

"The Watcher is more concerned for you than anything else, really. I dont think we can really be angry with him." Spike was amazed at the understanding in his own voice, and knew Willow had to be agape with shock. "He thinks of you as more of a daughter than anything else, and doesnt want you getting hurt by the mean and evil vampire."

Willow poked her head out the door and handed another dress to him. "Maybe this one. Youre evil, but not mean. At least, not to me. Not anymore."

While she ducked back into the room and slid the third black dress on, Spike plowed through his lust-addled thoughts. "Chubs doesnt like the thought that yet another of his girls is going out with a vampire. He hates us all. Not that it isnt understandable, but its damned annoying. He doesnt want another Angelus thing happening."

"Oh, wow." Willows voice floated to him, and Spike put the maybe dress in the no pile while she spoke. "I can see what you mean about Giles, hes more of a father to me than my real one, but Xander really shouldnt be that upset.

"First off, were not going out. Secondly, Buffy was never his girl, and he didnt want me. Third, you dont have a soul to begin with, so even if we were going out, you couldnt lose it."

"I know that, and you know that, but the boys a moron."

Willow giggled and came back out fully dressed and carrying the last dress she had tried on.

"Thought about which one youre wearing to dinner tonight?"

"The blue, I think." Willow let Spike carry her dresses from the room, following him to the counter. "The black is way too fancy, but I really want it."

"Ill take you to the opera, luv. You can wear it there."


Spike smiled at the joy in her eyes and handed the dresses to the older woman behind the counter. After signing the slip that billed the dresses to the room and finding out where Willow could find shoes and bits to go with her dresses, Spike arranged for it all to be delivered to their room.

"Come on, luv." Spike slid his arm around her waist and moved to the next store. "We still have things to buy here before we find some decent shops for the clubs."



Chapter 6

~~~~~~~~~~~~~ Willow ~~~~~~~~~~~~~~

The deep blue of the dress shimmered in the lamplight from its spot hanging on the door of the wardrobe in the suites second bedroom. It had been taken from its box as soon as Spike handed it to her, and put out of the way to ensure that nothing touched it before dinner. Willow was putting the finishing touches on her makeup in front of the lighted vanity mirror, sitting on the padded stool in her underwear and garters.

The stockings and garters were a point of pride for the redheaded witch, and she felt so grown up just sliding them over her legs. The stockings, real ones with seams running up the back, were a pale ivory to complement her complexion and made of the softest silk. Spike had left her to buy her bits while he went in search of something suitable to wear to dinner that night and the theater or opera another, and she hadnt been able to resist them.

The belt she wore with them was a deep blue, though she had also bought belts in green, black, red, and white. The sales girls had been more than willing to help her find belts in multiple colors and many different pairs of stockings once they learned that she didnt own even one pair. They had also been a little more than helpful in finding the other underwear when they caught sight of Spike through the window.

Willow giggled to herself at the memory of one of the women turning and looking at her in open admiration. "Does *that* belong to you?"

Willow blinked twice before she found her voice. "Well, for the time being."

"Honey," the other girl looked up from where she was boxing up Willows purchases. "If that man is willing to let you go shopping on his tab for anything you want when hes not certain that hell ever get to enjoy it, hes yours. And not just for the time being."

Willow had blushed and looked out the window catch Spikes eye before he quickly looked away. Shed made certain that her packages would be sent to her room before joining the platinum blonde.

"What now?" Willow couldnt keep the excitement from her voice. She had never liked shopping, but something about this fairly made her head swim.

"Sun set about ten minutes ago." Spikes hands started searching his pockets as the two of them headed toward the parking garage. "Should be safe to go out and find some things to wear to the clubs."

"I have no clue what to get, though."

"Ill help." Spike lit up a cigarette as soon as they entered the cement garage. "Or am I not allowed to see those either?"

"I guess you can, but its not the same to wear things for people if theyve already seen them."

Spike had fallen silent after that. Hed taken her to a few different stores, buying things for himself as well as for her. Willow never got a chance to see what is was he got for himself, as he always managed to talk another girl into helping Willow find things that she liked.

Willow knew, even as she slid the back zipper of the dress up and smoothed the long elbow gloves that had arrived with the dresses over her arms, that she really *was* dressing for Spike.

Her mind told her that there was no point in it, that he saw her as only a friend, and a *gay* friend at that, but she couldnt seem to help it. She had tried telling herself that it was too soon after Taras leaving for her to even be looking at someone else, much less a guy, and a *vampire* at that! Nothing worked, and the little flutters and breathless moments only seemed to be happening more frequently.

"Okay, Willow," she held her breath and turned to see her reflection in the long mirror in the corner of the room. "Wow."

The woman staring back at her was made taller than normal by the ridiculously high heels Spike had bought for her while off on his own earlier. From the smug smile hed given her when she asked what else he had in store, she knew there was more to his little alone time than getting some dress clothes for himself, but he wasnt talking. The shoes were a deep blue, opened toed affair, with dainty bows at the top of the bridge and a single thin strap circling each ankle to buckle at the side.

Not wanting to fuss with her hair too much, she had parted it down the middle and twisted the pieces at the front back from her temples and secured them together with a small, clear band. The effect was simple, but elegant. Her face was left open, drawing attention from her sharp widows peak to the big green eyes that blinked back at her.

"Not bad." The redhead turned to see the dress flare and giggled softly to herself in pure feminine glee.

The deep blue of her dress complimented her coloring well, bringing out her natural attributes, while the cut and style made her feel more sophisticated than anything else ever had. Thin straps slipped over her shoulders and were attached just under her arms, leaving her back completely open from neck to where the material draped over the swell of her hips and butt. The neckline was modest, not even showing the barest hint of cleavage, and fitted until it flared over her hips to nearly brush the floor.

"Nope." Willow smoothed her hands over the dress one last time to insure that there were no annoying lines. "Not bad at all."

A soft knock at her door signaled Spikes arrival, and she forced herself to take a deep breath...

That she forgot she was holding when she opened the door to reveal Spike in his dinner attire. The black slacks and tuxedo jacket were paired with shining black shoes that Willow knew he had to have bought that afternoon. A deep red shirt was paired with a slightly askew black bow tie.

Realizing that she was staring, Willow felt herself blush as she let the air out of her aching lungs and reached up to straighten the tie. "You look...perfect."

"Good." Spike nodded slightly before boldly sliding his eyes up and down her body. "Then I look at least half as good as you."

Willow giggled and turned to switch the light off and heard Spikes sharply drawn breath.

"Take that back, pet. I dont look anywhere *near* half as good as you do."

~~~~~~~~~~~~~~~ Spike ~~~~~~~~~~~~~~

Spike could hear her through the door long before he knocked, smiling to himself when he heard her slight compliments. If she thought she looked not bad, he knew he had better prepare himself before letting his presence be known to the beguiling redhead. Straightening his pants, jacket, and tie for the fifth time in ten minutes, he lifted one graceful hand and knocked softly on the rich oak door.

The Willow that greeted him was made much taller by the shoes hed selected. Now she came to just below his chin. Perhaps it was some trick of the light, her hairstyle, and makeup that made her eyes seem larger and more beautiful than he was used to. Satin covered fingers adjusted his tie, and Spike only caught the last word Willow spoke.

Hoping that she was commenting on his looks, Spike let his eyes trail over the midnight blue dress she wore. "Good. Then I look at least half as good as you."

When Willow turned to make sure she switched the light in the room off, Spike was confronted with the sight of the bare expanse of her back. He felt himself take a completely surprised and unnecessary breath.

"Take that back, pet. I dont look anywhere *near* half as good as you do."

Willow was just turning when his words sunk in, and Spike was treated to the long, slow blush that swept up from the neckline of her dress to the roots of her hair. The vampire in Spike purred at the heightened scent of heated blood in the air. Willows eyes widened, and Spike realized that hed made the sound out loud.

"Sorry bout that, pet." The blonde was suddenly grateful that he couldnt blush anymore. He felt the sheepish smile of centuries past slip over his lips, and fought the long dormant urge to dip his head to hide his face.

Willow merely smiled that wide, soft smile at him and glided past. "Dont worry about it, Spike. I know what you are... Who you are."

Spike caught the sweet scent of Willow, the cloves that hinted at her magic and the vanilla that spoke of innocence, and stilled. How he wished to brush his fingers through her hair! How he yearned to glide the palm of his hand over that pale, lovely back! He could tell how her skin would taste on his tongue from her scent, and mourned its being wasted on some chit who would have no idea what a prize she was holding. He tried to shake the thoughts from his head, but they clung to him as her presence had draped itself over every aspect of his life since that night not so long ago when he had fallen in love.

The dull ache in his chest was less, yet so much more, than what he felt when Dru had left him. Less because there wasnt the raging hate that the loss of deep love often breeds. Less, also, because he had over a century of memories with his sister-lover.

More because this ache was one of loss, as if he were mourning the death of someone so dear to him that he could not put into words how he felt. He was reminded of being ten years old and told that his grandmother, the lovely old woman who gave him toast and marmalade in the still of the night when no one else would have allowed it, had died. The feeling for Willow was that kind of pain, full in its emptiness.



Chapter 7

~~~~~~~~ Willow ~~~~~~~~

The air was crackling. It had to be. There was simply no way that the feeling could be contained in her body. She, not-quite-so-little-or-mousy-anymore Willow Rosenberg, was standing in an elevator on her way to dinner in a lavish dining hall with *Spike*. Her stomach kept doing that little flipping thing that she was fairly certain had nothing to do with the slow pace of the metal car.

Spike looked good... Very good... Too good. Oh, *how* was she supposed to make it through dinner without saying something embarrassing? How was she supposed to eat, and talk, and maybe even dance with the sinfully good looking creature standing beside her?

Just looking at him made their differences all too clear. He was still, even with the nervousness of the elevator ride humming through his body, and lethally beautiful; while she felt plain and her hands wouldnt stop twisting around each other. The air around the blonde seemed to float in a strange serenity while the area surrounding her own body twisted and sparked like a summer storm.

"Calm down, pet." Spike drew her left hand to rest in the crook of his arm as the digital numbers began reading single digits.

"Huh?" Willow was too focused on the feel of his slightly cool skin through the satin of her glove to come up with another, more intelligent reply.

"Your heart is thundering." He spoke as if he were telling her that he had blonde hair, or that she had green eyes. "Take a deep breath and calm down. Its just dinner."

"Right," Willow gulped down air and ran her free hand over her dress. With Spike holding onto one of her arms, her favored method of fidgeting was impossible. "Why dont I believe you?"

"Because you know Ill end up making you dance?"

"I cant dance, Spike." Willow tried to put as much conviction into the words, soft now as the doors of the elevator opened to reveal the extravagant lobby with its gleaming marble floors and dark wood filled sitting areas.

"Ill show you how." Spike smiled at the concierge as they passed on their way to the wide hall that led to the Nob Hill Restaurant.

"I really dont want to make a fool out of myself, Spike." Willows steps had slowed, and she knew Spike would soon pull on her arm to quicken her pace. He just wasnt patient enough to move so slowly. "I had enough of that in high school."

"No one will think you a fool, Red. Ill do all the work. All you have to do is follow my lead." Spike was giving her a smile that was at once reassuring and flirtatious.

Willow sighed. "If you say so."

Spikes next words were lost to her as they entered the dining room.

The word opulent sprang to mind, and Willow could only agree with her subconscious. The floor was a gleaming light wood, from the windows lining one wall to the mirrors lining the other. Tables, set with silver flatware and crystal, surrounded a large dance floor. As in the lobby, creams and reds were the colors of choice, though lighter here in the presence of so many chandeliers. Candles flickered from inside their red glass prisons in the center of each table.

Willow had just begun taking in the eight piece string band softly playing on the raised stage when Spike gave a soft tug on her hand. She turned her face to his, catching his wide smile before he gestured her ahead of him to follow the woman showing them to their seats. The redhead smiled her thanks to the older woman as they reached their table in front of the windows.

"Let me, pet." Spike was standing behind her chair, and Willow smiled at him before letting him help her into her seat.

Willow noticed that there were already two menus resting on the table in front of them, and moved to open hers. She smiled at the crisp white page that had the word dinner scrawled across it. A turn of the page, and she nearly choked on her own tongue in shock.


"Not a worry, pet." Spikes interruption told her that hed known about the high prices far before they had gone shopping that afternoon. "Want me to pick something for you?"

Willow raised an eyebrow. "No, I think I can read."

Spike chuckled. "Didnt mean anythin by it, Red."

"I know. Probably just habit, huh?"

Spike nodded as he looked over his menu. "You up for appetizers?"

"Ummm..." Willow looked over the list and shook her head. "Im going to go with a big no on that one. A salad would be nice, though."

"The mixed greens with endive?" He spoke without looking up from his own list, and Willow grinned.

"How did you know?"

"The strawberries gave it away, I think. Its pretty good."

"Can I have the fillet mignon?" The rest of the food sounded far too rich and slightly disgusting to the girl who was- computers, witchcraft, and sexuality aside- a simple girl.

"You can have one of each thing on the menu." Spike met her eyes seriously. "Just pick what you want, though Im ordering you a glass of wine."

"Id rather just have sweet tea."

"You can drink that, too." Spike nodded to himself, completely ignoring the slightly affronted pout on Willows face.

"You can order the wine, though I dont have to drink it."

Spikes grin was wide and approving. "Good point."

Their server came just then, and Spike looked at the young man expectantly as he went into his list of what the chef was preparing. When he finished, he glanced back and forth between the pair before facing Willow first.

"Could I get you something to start? A drink perhaps?"

"Id like the mixed greens and endive salad to start, and a glass of sweet tea."

"Shell also take a glass of your finest Pinot Grigio as well." Spike winked at Willow before placing his order as well.

When the waiter had retreated to put in their orders, Spike turned laughing blue eyes to the redhead. "What do you think, Willow?"

"I think this is *way* too expensive."

Spike only chuckled and nodded. "Its not a problem, Red. Not like well be eating here every night, anyway."

"True. It *is* lovely, though." Willow fingered the linen napkin sitting beside her plate. "I need to do some shopping tomorrow. I want to get the guys something."

"Dont think Slutty or Chubs deserve anything, pet. Its not like theyre being very good friends."

Willow sighed. "They dont mean anything by it, Spike. Theyre just worried about me and think I need help, but dont know what to do."

"We should get the demon and Nibblet something nice." Spike quirked an eyebrow. "How long to you think your friends will give us before they come to hunt us down?" The question was serious, even if Spikes voice held a slight chuckle.

Willows response was halted by the arrival of their drinks. After they were left alone once again, she frowned slightly. "I dont know. Anya knows were in San Francisco, but they dont know where were staying. I doubt this is the first place they look."

"True enough," Spike grinned. "Wonder if theyll bring Peaches into it."

"No, I dont think so. Its not like theyre afraid for my life or anything. Buffy wont involve the LA crew unless she absolutely has to."

Spike nodded briefly and motioned toward her wine glass. "Just a sip is all I ask, pet."

Willow humored him, commenting on the light, fruity taste.

The rest of dinner flew by for the unusual pair, full of conversation, both serious and otherwise, before they finally pushed their dessert plates away with satisfied little smiles.

"Dance with me, pet?" Spike was standing beside her chair, hand extended, with a slightly uncertain look in his blue eyes.

Willow couldnt say no after seeing the all too familiar look on his face, and slipped her hand into his. "As long as you promise not to make me look bad."

Spike winked. "Ill do my best, pet."

The first dance Spike led her into was a sort of modified waltz that sent her skirt twirling around her legs. Willow forced herself to focus on the feel of Spikes arms and the placement of her feet for a few steps. After that, she was able to meet the blondes eyes and just enjoy the dance. Of course, she *was* able to catch more than a few diners watching them move in open admiration, but decided to ignore them as long as the dance lasted.

The dance lasted until just after midnight when the octet finished their final song and began to leave the stage. Spike and Willow, along with the servers and the last few diners, applauded their performance.

As Spike led her from the dance floor, Willow heard the sparse sound of hands clapping. A moment later, others had joined in.

"Who are they clapping for?"

"I think thats for us, pet."

Spike wrapped an arm around her waist and spun her expertly before lowly dipping her body to an even more enthusiastic response from their audience. Standing her back on her feet, he moved her to bow in one direction and then another. They ended facing the stage, and Willow found herself spun once again before Spike led her through the tables and out the door.

The elevator gave a soft sound, more a tuneful bong than the ordinary ding, as it reached the lobby. Spike had moved Willow across the lobby in a complicated whirl of movement before catching sight of the man and woman behind the counter watching them. Grinning, the two dancers had pulled the night workers into a dance that lasted only as long as it took for the elevator to be summoned by a bellhop.

"Tired, pet?" Spike spoke softly as the mirrored, plush seated elevator moved toward the upper floors.

Willow had seated herself on the soft blue seat that lined the back wall of the car and was pulling the long gloves down her arms. "No, not at all. After so many years of patrols, research, and major demon fightage, not to mention maintaining a 4.0, Im pretty much used to staying up all night."

They reached their floor, and Spike took her hand to lead her to their suite. "You go change, and Ill make some tea then."

"Okay." Willow nodded and went to the room she had used earlier to find the cut off t-shirt and lounge pants she had slept in the last few nights. When at home, she usually only wore the pants until she was ready to slip into bed, but thought that sleeping in a t-shirt and panties was a little too daring for the situation she had found herself in. When she emerged from her room fifteen minutes later, having changed clothes and hung her dress back on its padded hanger and washed the makeup from her face, Willow was greeted with a sight that robbed her of her breath.

Spike was just setting out their tea cups half dressed. The jacket and tie had been discarded along with his shoes and socks, lending a relaxed air to his usual sleek, dangerous feel. But it was the shirt that had put her in such a state.

He had pulled it from the confines of his pants to rest around his slim hips as he moved about the sitting area. When he turned at the sound of her entering, Willow saw the pale line of his chest and stomach where the dress shirt had been fully unbuttoned. Willow could only move on autopilot to her seat and hope Spike didnt try to talk to her until she found her voice.

She really had no idea why the sight of Spike dressed in such a manner was having such an effect on her. She had been more than happy with Tara for such a long time. How was it that a man was able to do this to her without even trying? Was there something wrong with her? It hadnt even been a week since Tara had walked out, and she was having that palms sweating, fluttering stomach feeling! That just wasnt right. Was it?

"Feeling okay, Red?"

Willow blinked at Spike, realizing that he *had* been speaking to her. "Sorry, Spike. I was just thinking."

"Want to talk about it, pet?"

He looked so concerned, that Willow felt bad for the almost-lie she was about to tell. "Just thinking about Tara again."

Spike sat on the couch and moved Willow to stretch out along its length, resting her head on his thigh. "Start talkin, Willow."

"I wouldnt even know where to start."

"How did you two meet?"

Spike ran his fingers through her hair as he spoke, and Willow began relating the details of her relationship with the blonde witch.

The two spoke quietly until the world outside their windows began to wake in predawn light. Willow felt her eyes closing, but couldnt seem to make them open again. Strong arms slid under her and she snuggled into Spikes embrace as he carried her into the room they had shared since arriving in town.

She had a moment to wonder why they didnt just get a different, single bedroom suite before she was slipped under the covers and sleep claimed her fully.


Chapter 8

~~~~~~~~ Spike ~~~~~~~~

Spike slid the ripped and worn black material over his head and smoothed it over the hard planes of his chest and stomach with a satisfied smirk. The t-shirt was soft against his skin, interrupted here and there with the cool metal of safety pins. Bits of flesh peaked out from the holes the pins were attempting to hold closed with varying degrees of success.

The blonde had picked up some eyeliner while shopping with Willow, having laughed at the look on her face when she realized that he had walked out of the store with more in his pockets than the cigarettes he bought. Now, he painted thick black lines around his ice blue eyes. Mascara soon followed before Spike ran gel-covered fingers through his white-blonde hair, tousling and spiking it in the messy style he had favored in the days surrounding the killing of his second slayer.

The clothes werent the ones he had worn all those years ago, but they were used, made worn and comfortable by others before being sent to the second hand store where he and Willow had gone shopping. The snug black jeans fit him a little more tightly than he normally wore, but he wanted to make an impression on Willow. The shirt was a major departure from his current favored attire of black t-shirt and red buttoned down, but it matched the ones he wore while running around New York City, hunting in the Park and seeing as many Circle Jerks and Sex Pistols shows as he could.

Hearing the sound of the other bedroom door opening and closing, and deciding that he was as good looking as he could possibly get, Spike checked his wallet and moved to meet Willow in the sitting room of the suite. The sight that greeted him brought the blonde vampire up short.

Willow was standing with her back to him while she looked into the mirror and fastened silver earrings in her small lobes. Her red hair, now reaching between the tops of her shoulders and her shoulder blades, had been pulled up and twisted into spikey ponytails on either side of her head with a few pieces of chunky bangs left to frame her face. Spike could see her big green eyes, rimmed in oranges and reds, shining out at him from the reflective glass.

Spike didnt recognize the clothes she wore, deciding that she must have gone to a few of the stores that had been closed the night they went shopping together. Was it only the night before? He felt as if the time they had spent together had somehow lengthened, that they had been together in this other word of San Francisco for weeks instead of days.

The black t-shirt she wore over a long sleeved red shirt featured a dancing, smiling rabbit. The black skirt she wore was flared and indecent enough for Spike to wonder if she was wearing her good panties. The satin straps of a garter belt peaked out from under the skirts hem, sliding over her thighs to secure the fishnet stockings she wore. A pair of black boots, fastening with more straps and buckles than anyone should have the patience to clasp, began just under her knees and ended in wedged platforms.

Bloody hell... Spikes brain ground to a halt as his eyes slid up and down the lithe body of the redhead in front of him. His body was having no such trouble, however, and he snapped to attention enough to step behind a nearby chair when Willow finished her primping and spun to face him.

The short skirt moved with her body, spinning to give him a very clear view of the red, ruffled panties she wore. The red matched the shirt, and Spike just *knew* there was a matching bra underneath all that cotton. The snug jeans were suddenly downright uncomfortable, and the vampire wished he could come up with an excuse to go change, but Willow was ready to go and the show she had bought tickets for that afternoon would be starting in half an hour. He wasnt going to be the reason she was late for her first real punk concert, not to mention that the Bottom of The Hill Club would forever ruin The Bronze for the girl.

"What do you think?" Willows eyebrows were raised in that please-say-you-like-something-I-did way she had a habit of doing when she was feeling old stirrings of insecurities she had worked years to get past.

"Bloody hell, luv," Spike chuckled. "Youre a vision to behold."


Spike decided that the light in her eyes was more than worth a little discomfort on his part. "Ill have to fight them off with a stick."

Willow slid her ID and money into the little zippered pouch attached to the skirt and shook her head at Spike. "Nah, a few well placed growls and a grrr face or two should do the trick for any regular guy."

"Might be demons there too, Red. Sunnydale and LA dont have the market cornered on vampires." Spike was finally able to move, and held the door open for Willow to precede him into the short hall leading to the elevator.

"Then I guess youll get to beat the crap out of something." Willow shrugged and grinned up at where Spikes face would have been reflected in the mirrored sides of the lift car. "Hasnt it been too long since you got your decent spot of violence?"

Spike grinned down at his companion. "Eh, Ive been distracted by a beautiful little redheaded witch."

Willow laughed and wound her arm through Spikes as they stepped off the elevator, clasping his large hand in her small one. "Well, at least youre not going through withdrawal or anything."

"Whats your shirt say, luv?" Spike turned to look down at the screen print of the bunny.

"I like everybody, except you pinheads," Willow giggled. "I got a whole bunch of them at a store this afternoon."

"They all say that?"

"Nope. One says Cute but psycho, another says crazy doesnt even begin to cover it. I got some other ones, too. Oh! And there were some Ramones and Sex Pistols shirts there too, so I got some for you. I peeked at the sizes of your shirts before I left, so they should fit okay.

"And I got Dawnie this really cool henna tattoo kit and Anya a bunch of massage oils and bath stuff from one of the more expensive places. I got Buffy a new cross necklace to replace the one that got eaten by that slimy demon thing last weekend. Xander is getting some fudge and specialty chocolates from this little shop a few blocks from the hotel. It took forever, but I finally found Giles some nice, old books that I know he doesnt have from an occult store I heard about on the internet. So, I think everyone will be happy with what theyre going to get."

"Those pillocks should be happy that you got them anything at all, stupid bloody morons. Demon girl and Nibblit are the only ones who deserve anything."

"Spike, they may be pigheaded sometimes, but theyre still my friends."

"Right pet, sorry." Spike shook his head as the first few lines of her babble finally sunk in. "You bought stuff for me?"

"Well, it only seemed right since youre paying for the room and all."

Spike pulled Willow up short and spun her to face him. "How did you know that?"

"I went shopping today and asked the girl at the front desk to thank the concierge for the room. She just looked at me strange and said that it was the room you reserved."

"Look, pet-"

"Its okay, Spike. I know that you did it to make me feel better, and theres no way I can come up with the kind of money to help pay for it all, but you knew that before you did it. I dont know why youre willing to spend that kind of money on me, but Ive made up my mind to just let it stand as some *huge* token of friendship and not question you about it. Now, lets get going, or well miss the beginning of the show!"

"Right, pet," Spike once again clasped her hand in his and moved into the growing crowd of people heading toward the club half a block away.

The Bottom Of The Hill Club was a little less than four blocks away from their hotel, but it may as well have been some distant planet. The stylish eateries and softly lit, pastel interiored shops were replaced by window displays featuring more leather than lace and garish neon lights. The brick and trees lining the streets of Nob Hill had disappeared more than a block ago, with cracked concrete and graffiti taking their place.

Spike was in heaven.

That was the only thought that made any kind of sense to the blonde vampire. Somehow, through some twist of fate, hed managed to make some demon or god happy, and this was his reward. Walking down a dusk-darkened street with Willows waist encircled firmly in his arm had to mean he had done *something* right.

As they neared the club, Spike caught more than a few appreciative looks being cast Willows way. His first instinct was to be jealous and protective. His second instinct, which earned him a sharp fissure of pain behind his left eye, was to rip out all their eyes so they wouldnt be able to ogle what was so obviously his. And Willow, whether she ever admitted- or even knew about- it, was his.

In the relaxed and breezy half an hour that they walked, Spike had come to a conclusion. And, while it wasnt the most ideal situation, he knew that he would be as loyal to her as he had been to his love of Drusilla. Spike had decided that he was going to keep Willow, even if he never got to possess her the way he dreamed.

Spike would keep her close, staying with her long after some vampire had its lucky day and the Slayer was dead. He would hold her as she eventually mourned the loss of the Watcher, either to his leaving or death. He would grit his teeth and put up with Chubbs and Demon girl, no matter how much the boy made his fangs itch. And- Willow being the young, smart, and beautiful woman that she is- Spike would let his heart crumble into dust and watch as she found another mortal to love and grow old with.

But those days were a long way off now. Tonight, for the first time in longer than Spike cared to think about, he was well and truly happy. It had nothing to do with being away from Buffy, the rest of the Scoobies, or the hellmouth. It had nothing to do with the possibility of a decent spot of violence should anyone get too fresh with Willow. It even had nothing to do with them being on their way to a real punk show at a real club.

No, none of that factored into the feelings the blonde had found himself so freely open to. The only thing that mattered to Spike at that exact moment was the feel of Willows waist in the firm hold of his arm and the bright smile on her face as she handed their tickets to the man at the door.

"Want a drink, pet?" Spike spoke with his mouth next to Willows ear, savoring the feel of skin against his lips and her sweet smell.

"No, Im fine." Willow spoke distractedly as she looked around the club.

The balcony of the club ran along three sides of the building fifteen feet above the main floor. Two staircases led from either side of the main entrance to the upper floor. A long bar lined either side of the room from the bottom of the stairs to the steps leading to the dance floor and the tables.

There were people on the stage at the far end of the dance floor. At first, going by the rundown and tough-looking girl helping set up the drum kit, Spike figured they were the roadies for whatever pampered, over-indulged band passed for punk these days. A few people called out Brody!, and the girl gave a short jerk of a nod in their direction.

"Thats Brody!" Willow grinned and gripped Spikes hand in excitement.

Spike chuckled and smiled indulgently down at his date. "So it would seem. You got an in with the bands roadie?"

Willows expressive face registered confusion before understanding dawned in her eyes and she giggled. "Brody isnt one of the *crew*, shes the lead singer for The Distillers! And no, I dont know her.

"Well, not personally anyway. She wouldnt be all hey, its Willow! or anything. I bought Sing Sing Death House last year, after I heard some of their songs online, and Drain The Blood is just as good or even better. Its still really rare to find girls in rock, and Brody is the only one that I know of in punk or hardcore."

"So this is a solidarity thing? Cuz, I gotta tell you, Red, that there are far more men here than women."

"I never said this was about standing up for women, though that would be nice. No, this is about the fact that they kick ass."

"No need to take it personal, pet." Spike maneuvered Willow to stand at the back of the wooden floor, a move that gave her the ability to see the stage clearly while keeping her out of the way should any violent dancing start. "As long as there are no whiney chits on badly played guitars, Ill be fine."

Willow could only shake her head and grin in reply as the band bounded onto the stage. After introducing their name and the title of their first song The Distillers launched into their set.