a/n: This is my second fic that I have posted on FF.Net. I really hope you like it! Please R&R. I'm still working on the fic but I just want to know
what you all think.

Part One

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Willow stood out on her balcony and let the wind sweep through her hair. The wind was just right and with the sun setting, the view was spectacular. She closed her eyes and felt two strong arms wind around her waist. She laid her head against the figures chest. "Spike." "Yes, luv?" "Promise me that you will never leave my side." "I promise. Your stuck with me til the end of eternity." "I love you, Spike." "I love you too, my Willow." She could feel his arms slowly fade away. "Spike?" "I will always be with you." "Spike? Don't go."

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She woke up in a cold sweat and wiped the dry tears from her red- puffy eyes. It has been a year since Spike's depart but she saw him in everything. The blue of the sky reminded her of his eyes that she could get lost in. The red of the setting sun reminded her of his passion for her and everything around him. God, everthing she looked at reminded her of him. She remembered back to the day that he confessed his never ending love for her.

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Willow was sitting at Giles' table searching the web for the latest news on the creature feature. Buffy and Xander walked in and sat on the sofa. Spike was sitting on one of the bar stools in the kitchen, watching the slayer and the moron trying to help red research. He didn't know when it happened but he had fell in love with the little witch along the way. Of course, he would never admit to it even if someone had a stake to his heart. He knew that the little red-headed witch could never love a soulless demon like himself. He remembered back when mutt-boy left her and she cried for days. He had went over to her dorm to kill her and the slayer but instead he found her beside her bed crying her heart out. He decided, him killing her would just have to wait to a later date. Ever since then him and the witch had been getting closer. She had become his best friend. He didnt want to ruin the only good that he had going in his life. He already confessed his love to two woman in his past and they had turned him down so what was so different bout this one? He saw her get up from her seat at the table and tell the others goodbye. She grabbed her coat and left the apartment. He got up and followed her out the door. He saw her walking down the sidewalk, going to her house. He caught up to her. "Red, wait up." She stopped and looked at him. "What do you want, Spike?" He saw the look on her face his smile faded. "What's wrong?" "N-nothing is wrong." "Don't lie to me. I know you better than that. Something is wrong and you aren't going anywhere til you tell me what's wrong." The next couple of words that came out of her mouth shattered his world to pieces. "Oz came back." He couldn't believe what he was hearing. Wolf-boy is back in the picture and he could lose his red forever. "He asked me to take him back." "What did you say?" "No." The look of shock was written all over his face. "Why?" Tears began to fall from her face. "Because I'm in love with someone else." Now he knew he lost her forever. "Who?" "You." Alright now he knew he had lost it. Did she just say that she was in love with him? Bloody hell, this night couldn't get any better! "Me?" "Yes you." "So why the water works, luv?" She sniffles a little. "Because I know you don't feel the same as do." "How do you know this?" "Spike, look at me. I am not the type of girl guy line up for. I'm just useful for research group and the fifth-wheel." How could she think she was useless? She was the most amazing woman he has ever met. "Your amazing. You are the strongest person I know. You couldn't be any more wrong about me. I am in love with you, Willow Rosenburg." "You are?" "I am." He took her into a tight embrace and gave her the most passionate kiss she had ever gotten. It even took his breathe away. Which is impossible because vampires don't need to breathe.

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Everytime she thought about her and Spike, she would cry until she had no more tears. She thought back to the day that he said goodbye. When her world shattered beneath her.

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The gang and Spike were entering Sunnydale High for what they knew would be the last evil thing they would ever fight. Some of them may die and some may live. They just didn't know who. Spike pulled Willow over to a shadowed part of the school. "What is it, Spike?" "I just wanted to have a moment alone with the most beautiful woman in the world before we go into what may be our last moment on this god forsaken planet." Tears started to form in her eyes. "Spike, I love you, more than you could ever know." "I love you too, my Willow, forever." "Promise me you will never leave me." "I promise that I will never leave your side for as long as I am standing." He pulled her into his arms and held her for what seemed like forever. They heard Buffy calling for them so they walked back to the gang.

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While Buffy, Spike, Faith and the SITs were down in the basement of the school fighting thousands of rampaging vampires, Willow was in a classroom trying to work on the spell that Buffy told her would give the SITs slayer power and help fight the vampires.

Buffy pulled out the necklace Angel had given to her in the cemetary. It was suppose to be given to a person who had great power and had a loving soul and a strong heart. A true hero. She turned and gave it to the last person she ever thought she would give it to. Spike.

Willow did the spell and ran down into the basement just in time to Spike put on the necklace and cause a big light to form in the basement. She saw all the vampires turn to dust and everyone leaving. Buffy came up to her. "Willow, we have to go, now!" "I'm not leaving, Spike!" "Will, come on." "No! Not without Spike." Buffy nodded her head sadly and ran up to the surface of the school. Willow walked down the battered steps and stepped in front of Spike. The pendant on the necklace shown a bright light. Willow looked at Spike's face and saw him look at her. "Leave Willow. Before it is to late." "Not without you." "It's to late for me. Besides, I want to stay and see how it ends." She looped her hand into one of his and both their hands caught a fire but neither moved a muscle. "Not without you." "Your are the only thing on this retched planet that I will truly miss. You are my heart and soul, Willow. Your the only woman I have ever truly loved. I will always be with you." She couldn't hold back any longer. Tears started pouring down her cheek. "I can't say good bye to you." "This isn't goodbye. I will be in your heart and soul. I will never leave your side. Remember that." "I love you, Spike." "I love you too, my Willow." In that very instant, his whole body turned into ashes. She just stood there in a total shock. She didn't hardly feel arms being wrapped around her and brought her up to a bus. She sat down in one of the seats and cried. She cried so much that she didn't have any more tears left for her to ever cry again.