A/N: Yay! Xuffy goodness!

Personal Notations: Don't forget - fanfiction crit group is STILL OPEN! Put it in the review or PM me if you're interested. Please include your Twitter name.

Rating: 10 and up, because of a brief Reference.

Disclaimer: These things suck. The people that write these are the ones that want attention.

Pairings: Xander/Buffy - mostly friendship. Mostly.

Warnings: If you're one of the .00000001% of fans that like Kennedy… err, there might be one part that would irk you.

Not Sleeping

Xander wished to Anyanka that the Potentials would shut up.

They'd been talking about that evening's group patrol all night. Now it was three in the morning and they were still chattering.

After hours of tossing and turning with the pillow over his head, Xander got up. Luckily, they were so busy not-shutting-up that they didn't notice him.

Xander made his way up the stairs, looking for a quieter place to spend the night.

As he walked past doors, he thought things like, No, not Willow's room; there are girls there, too. Same with Dawn's room. His only remaining options were Buffy's room or the basement with Spike.

Quickly opting for the first choice, Xander opened the door at the end of the hall quietly, trying not to wake Buffy on the off chance that she was asleep. Buffy's blond head, however, shot up right before a smile broke across her face.

In the unlikely event that the Potentials were going to sleep, he shut the door behind him.

"Hey, Buff."

"Hi. Potentials getting to you?"

"As per usual. Mind if I hang out here?"

"No, it's fine. I couldn't sleep anyway. May as well have an awake-at-three-in-the-morning buddy."

Buffy was sitting atop the bed, fully clothed, sheets still neatly made. Obviously, she hadn't been sleeping well lately if she knew to not even try to sleep.

He went to the bed and sat on it beside Buffy.

"How are you, Buffy?" Xander asked, flopping on the bed. He stared at her, trying to imitate Angel's penetrating "you-can-tell-me-anything" eyes that Buffy used to go on about so much.

Buffy raised her eyebrow before replying, "You know. Trying to house and feed sixty-odd girls on two salaries and the money Giles got out of the Council bank accounts he could find. Dealing with our best fighter not being able to fight."

"Buff, I asked how you are. I've been here, remember? I know what's going on. So let's try again: how are you?"

"Tired," she admitted. "And scared. Probably more scared than all of the girls combined. This thing - the First - almost succeeded in convincing Angel, one of the strongest men I've ever known, to kill himself. And now I'm really up against it and there's no way we'll win. Confused. Trying to figure out my feelings for Spike while trying to convince all of the people that love me and vice versa that I have no feelings for him."

"You know that I'll always be here, right?" Xander asked. "That you can tell me anything and I won't judge you."

Buffy snorted.

"Okay, so I will judge you, probably harshly. But fairly. And, hey, the rest of them won't say anything, so I guess it's up to me and Kennedy."

"Can we just leave her out of this? I sort of hate her."

"I know. Why is Willow dating her, again?"

"Well, I can see why Kennedy would want to go out with Willow. I mean, if I were a guy or a gay woman, I would so want to go out with Willow. But what does Willow see in Kennedy, for God's sake?"

Xander shrugged. "Maybe she's not dating her for her mind."

Buffy smacked him playfully on the arm.

"Rebound?" Xander suggested.

"Possibly. If so, Willow has better luck than I do. Parker. Ben."

"Scott," Xander added.

"Mhm. So, going in said order, they were a player of the n00bz clan, sharing a body with a hellgod fixated on killing my sister, and gay. Circle of terribleness."

"Hey, well, I got, um… "

"In a way, I guess you were Anya's rebound. But you've never rebounded."

"I guess. You've been a rebound, though, let's not forget. Wouldn't you technically be Angel's rebound after Darla?"

When Buffy glared at him, Xander quickly said, "Okay, sleepy time! 'Night, Buffy!"

With that, he laid back on the bed and finally fell asleep.