A/N: In this fic, Tara is just a friend and Spike did not sleep with Harmony. Xander is a student in college (which he should have been all along) and Buffy is dating Parker.

Willow was so lost in her thoughts that she didn't notice the wrong turn she's made back from the cemetary. She found herself outside the Bronze. Maybe she wasn't lost. Maybe she just needed someplace where she could be around people again. Even though she refused Oz when he came back for her, she couldn't help wondering if she'd made a mistake. Usually, she didn't think she had. She couldn't go back to Oz because his love for her hadn't been able to withstand a simple attraction to someone else and it wasn't just another attraction, it was a stronger one. She had only had two men interested in her in her whole life and both of them, no matter how much they loved her, left her for someone more desirable. She knew she wasn't very attractive, but she was a good and nice person, shouldn't that count for something. Apparently not. She was jostled out of her thoughts by a very unusual display. Spike, the Big Bad, lying on the ground in a defensive position, crying! Spike? Crying? She hurried over to him, "Spike, are you hurt? What happened?"

He looked past her, completely ignoring her, staring into space. She shook him and looked deep into his beautiful blue eyes. She got lost for a minute or two. She brought herself back to the situation.

"Spike, stand up, I'll walk you home."

At another time, that comment wouldn't driven them both into fits of laughter. Now, it sent chills down her spine. Spike was the strongest person she knew. She had never seem him lose control, even when he up against the wall or lashing out in anger, he was still always in control and he certainly never cried. Except. Druscilla. When he had kidnapped her and Xander, he had cried over Dru. That must be what was wrong with him. She had walked with him, half carried him back to his crypt. The entire time he said nothing. She sat him down on his bed.

"Spike, are you alright? Please say something. You're scaring me. Did Dru come back? Is that why you're so upset?"

"She...she rejected me." Spike said shakily, his voice breaking. He collapsed into tears again.

"Oh, Spike, it's going to be okay. I promise. It's going to be okay. I'm here. I'm not going anywhere. Please don't cry. Everything is going to be alright. You don't have to say anything."

She hugged him close to her and ran her fingers through his hair. He sobbed into her shoulder. She held him tighter. Suddenly he started kissing her neck and running his fingers through her hair. She started to protest but then quickly gave herself to the moment. She looked at him and saw him looking right through her, but the way he made her feel when he touched her, it didn't matter. He made such passionate love to her that she never would have believed it capable of Spike. But then again, he wasn't making love to her was he, he was making love to Dru. Just like Oz had been with her when he was thinking about Veruca. She tossed those thoughts aside and gave herself over to sleep.

She awoke in his arms. He had nestled into her while he was sleeping. He looked so incredibly peaceful while he slept, probably thinking of Dru. Oh no! He probably thought he really was making love to Dru last night, what we he going to say when he realized it was her. Would he be disgusted or angry? The rumbling of his awakening pulled her out of her thoughts. "Good morning, luv."

"Good morning, Spike. About last night I...I didn't mean to take advantage like that. Please forgive me."

"I think it was the other way around, pet. You were just trying to help a bloke, not get shagged. What can I say though, I'm a demon."

"You mean, you...you knew that it was me?"

"Who else could it have been, Red, the soddin' Slayer?" he added with a note of regret that she didn't pick up on..

"It's just you didn't say anything and you looked right through me, like you were thinking of someone else."

"Like you weren't thinking of the wolf, pet?"

"No, I wasn't. Well, not the whole time anyway."

"Same here, Red. Care for a repeat performance? Meet me back here at 7:00."

"Spike, I..I don't know. I don't usually..."

"Oh hell, luv, live a little. It can be fun."

"So I noticed. Alright, I guess I'll see you here then."

"Oh, no, I'm going to be late for psych class. I'd better go." She hurriedly jumped out of bed and began looking for her clothes.

"See you at 7:00, Pet." He pulled her back to bed and gave her a passionate kiss.

"Count on it." She reluctantly pulled herself out of his arms and headed out into the sunlight.

Willow rushed back to her dorm room. Only twenty minutes to shower and change before her psych class.

"Willow! Are you alright? I was just about to get the gang together to look for you." Buffy said as she ran over and hugged her.

"Why, Buffy?" Willow said puzzled.

"Why! You haven't been home all night. I was with Parker, so I didn't notice until this morning. Your bed hasn't been slept in." Buffy explained.

"Did it ever occur to you that my bed hasn't been slept in for the same reason yours hasn't been, hmm?" Willow teased.

"Well, actually no, I thought you were still hung up on Oz and you didn't tell me that you met someone, who is it, Willow." Buffy probed.

"Buffy, I have a right to my privacy, I'll tell you when I'm a little more sure about where this is going."

"From net girl to secrecy girl, huh, well, he's really lucky to have you Willow, and I'm just so glad to see you so happy and not all mopey like Angel."

"Thanks, Buffy, so how'd your talk with Giles go last night, did you find out anything?"

"Kinda, Giles couldn't help me, so I had to go to someone else, a very unreliable someone else. It got kinda weird actually. I'm still trying to figure out what he was doing..."

"Buffy, you're rambling. My job, remember? So who are you talking about?"

"Oh, nobody, just Spike!"

Willow's face paled. Just Spike. Buffy's never going to accept this when I tell her. "Spike, what does he have to do with this?"

"Well, I got him to tell me what the other Slayers did wrong for him to be able to kill them. And all he says is they didn't do anything wrong, they just gave up. Lost the will to live. I still don't know whether or not I believe him, but that's not what's bothering me. He got really weird last night, I mean weirder than the Hellmouth weird."

"What did he do, Buffy?"

"He..he tr...he tried to…" Buffy giggled.

"Buffy, what did he do?" Willow yelled impatiently.

"He tried to kiss me!" Buffy dissolved into pools of laughter.

Willow's heart dropped. Her knees went weak. "He...he did. What did you do?"

"I threw him down and made mad passionate love to him, what do you think I did, Willow, I told him that he was beneath me and just left him there, he was putting up a really good act groveling. He is such a jerk. One of these days, I'm just going to stake him. God only knows
why I haven't already."

"Willow, are you okay? You don't look sick."

"No, I'm fine, but I won't continue to be if I don't go to class now, Buffy. See you la..later." Willow hurried out.

What's gotten into her and who is this mystery man? I will find out! Buffy wondered.

Willow ran to the restroom and collapsed against the stall. So this is what last night was all about. It wasn't Dru that rejected Spike. It was Buffy. He did say that he knew that it was Willow that he was with last night. That was the reason -- he was just using her to get back at
Buffy. She was his second choice. First Xander, her first love, completely ignored her in favor of Buffy, then Cordelia, then Faith. Then Oz, the only guy who had ever loved her, slept with Veruca and he as much as admitted that he was more attracted to Veruca than her. And
now, here she was again being someone's second choice. No wait, third, first Dru, then Buffy, then her. He'd rather have someone who wanted to stake him than someone who wanted to love him. All the men in her life did. She couldn't go through that again. She wouldn't. When was
she finally going to find someone who wanted her, just her and not just because they couldn't get the person they really wanted. She wiped, practically scrubbed, her tears away, straightened herself up, and rushed to class. All eyes were on Willow as she walked through the door.

"This sort of tardiness may have been acceptable at your last school, Ms. Rosenberg, but it most certainly will not be tolerated here. You lose one grade point off this week's assignment." Professor Walsh bellowed.

"Yes, Professor Walsh. It won't happen again" Willow shyly held her held down.

"It had better not, next time it will be two grade points." she said unsympathetically.

Matters were not helped much as Professor Walsh drolled on with her lecture 'The Irrationality of Love'. Willow was fighting back tears at the lecture's ending. She ran out of class. She stood against a corner, her face turned away from the throng of students. She found a
hand on her shoulder. She turned around expecting to see Xander. Instead she found....

Meanwhile the clock is getting closer and closer to 7:00.

"Riley! What um...what are you doing here." Willow said with a tear-stained face.

He reached out his hand brushed the tears away. "Willow, are you alright? I remember how upset you were that day in the street over Daniel Osborn and then later when he left....I thought you had been getting over him." Riley asked concerned.

"I was, until it happened again."

"What do you mean? He came back!"

"No, it happened with someone else."

"Someone cheated on you!" Riley shouted angrily.

"No, not exactly. He wasn't mine in the first place." Willow said regretfully. He gave her a puzzled look.

"What I mean is, I thought he might have cared about me, but he was just using me to get back at Buffy, just like always. I can't believe I was so stupid as to think someone might actually choose me when they knew Buffy..."

"Willow, listen to me, you are not stupid to think that. The first day I saw you and Buffy. I wanted to ask you out, not her, I mean she's pretty and all, but frankly you're more beautiful and smarter and have it more together than she does, but then you mentioned your boyfriend. So then I got to be the concerned friend, which is good, but it's not boyfriend and girlfriend...which would be good too...unless of course you wanted to be boyfriend and girlfriend...I mean consider it.. that is...I mean..do you mind if I walk you back to your dorm?"

"Huh? Oh, well actually I don't feel like going back to my dorm tonight, Buffy would ask too many questions and I don't really want to tell her anything right now."

"Can I walk you there then?", he asked nervously.

"I would like that. Thank...thank you, Riley." Willow replied shyly.

"You are very welcome, Willow." Riley said with longing in his eyes.

That felt so nice. He said she was beautiful and smart and together and he had always wanted her over Buffy. He called her Willow, he treated her like she was a woman. He didn't call her pet, or Red, or little witch, like she could have been anyone. Replacable. There was only one Willow, okay, so a few other people had that name, but there was only Willow in Riley's life. For the first time, she didn't have to compete with anyone. It felt wonderful.

Spike had spent all morning thinking and he was tired of it. Last night had been unbelievable. First, he relived his human past with the Slayer of all people. Then he had made a fool of himself by making a pass at the bloody Slayer. When she said that he was beneath her, that's when he finally realized it. He didn't love, he didn't even want her. Her high and mighty attitude just reminded him of Cecile. One hundred years later and he still loved her, but after waking up in
his Red's arms, he realized he didn't have to ache for Cecile anymore. Hell, he definitely didn't lust after Slutty anymore. He now understood that after talking about killing two Slayers, he just needed some way to hurt the Slayer. With the chip in, that's the only aggressive act he could do to her, twisted reasoning that it was. With Red, he wasn't doing anything to her, he was making love with her. There was only passion and he hoped love on her part.

He had been fantasizing about the little witch for over a year now. He just never thought he'd get a chance with her unless he turned her. But she was concerned about him last night. Concerned enough to let him make love with her. He knew he had to take his time with her. She had been hurt so much by that damn wolf. Speaking of time, where was she? It close to 7:30 and Willow was always on time. That's one of the things he loved about her, she was so reliable. Good old Willow, ordinarily that would be an insult, but that quality in Willow was precious. 7:32, that's it. I'm going to go find her.

Spike waited outside Willow's dorm room, he could hear Slutty on the phone, talking to some guy. Even with his vampiric hearing, he could only make out snippets of the conversation. "Computers, reading, fluffy sweaters, she hates frogs." It sounds like she's talking about Red.

"Right, just go slow with her, she's been hurt so much and before. She's the very last person in the world that deserves that kind of pain and I will have to kill you if hurt her. So she's staying at her parent's house tonight, huh? Well, tell her I won't wait up for her then. Goodnight, Riley."

Riley! I'll kill that damn soldier boy if he even thinks about touching my Willow! Ow! That blasted chip was creating an earthquake in Spike's head.