Title: Counting Sheep

Part: 1

Author: babylikes2play

Email: babylikes2play@yahoo.com

Disclaimer: I own nothing. All belongs to Joss, ME, and UPN. I just play around with them.

Summary: It's the night before the wedding and no one can sleep. Willow and Spike have a plan but it backfires and the Scoobies end up in a land of dreams that revolves around their favorite movies.

Rating: PG-13

Spoilers: Up to Season 6 "As You Were"

Counting Sheep

9:00 p.m.

"Where's Xander?" Buffy asked Willow as she walked past her in the hall.

"Driving the porcelain bus again," Willow answered as the sound of Xander's demise rang through the bathroom door.

"Eww!" the two girls drawled as the headed in opposite directions. Buffy spotted Spike slumped on the couch next to Dawn. The two seemed quite involved in a rerun of Jerry Springer. She marched up to him and smacked him firmly on the back of the head.

"Bloody hell women! What was that for?" he exclaimed as he grabbed the back of his now throbbing head.

"Why the hell did you get him drunk? He's getting married in like twelve hours you moron!" she yelled.

"Thought that was wot I was s'possed to do. Man's tying the knot in the morning, thought it was the bloody tradition to get him right pissed so he wouldn't realize the mistake he was making!" he defended.

"UGH! You are such a pig, Spike! Giles!" she screamed as she turned and faced down the hall.

"Easy Slayer, you're getting ultra-sonic on us now," Spike said. Dawn giggled.

"Bite me," she retorted and was given a seductive leer from Spike. "Forget it. I dumped your ass remember," she said softly so only his vampiric ears could pick it up. Spike looked extremely hurt.

"Giles!" she continued, "How could you let this happen? Xander's in there puking up his guts and Anya's a nervous wreck!" she shouted to the older man sitting at the kitchen table. He was holding an ice pack to his forehead and was squinting from the florescent lights of the room. Giles had returned from England earlier that morning to attend the wedding and had gone along for Xander's "bachelor party".

"I do say, Buffy, could you please refrain from all of the yelling. I am in quite a lot of pain here. Show some sympathy girl!" Giles snapped.

"Show some sympathy? For getting drunk? Really Giles, you are supposed to be the adult here," she said as she approached him. Once she reached his side she placed both of her hands on her hips and gave him her best "I'm very disappointed in you" look that she had seen him perfect over the years.

"For godsake, Buffy. I told you I am not intoxicated. I merely bumped my head on the bar trying to catch Xander after he had lost his balance. I am simply the victim here," he demanded.

Spike leaned in closer to Dawn and whispered, "Yea. Victim of a little demon called Guinness I'll tell you that." Dawn giggled and he gave her a wink.

"Well what am I supposed to do?" Buffy exclaimed as she threw her hands in the air. "Xander's sick as a dog and Anya locked herself in my room and is crying her eyes out because she thinks Xander doesn't love her." She pivoted on the heel of her foot and pointed a well-manicured nail at Spike as she charged toward him. "And it's all the Bleached Wonder's fault."

"Actually, Xander got himself drunk," a voice behind her said. Buffy turned around and gasped at the sight at Oz. She had forgotten he had come in for the wedding. Much to everyone's surprise Xander had insisted on inviting his old friend and Willow had shown no objections. The two were behaving quite civil to each other and Oz had actually had a pleasant conversation with Tara. They all said that the past was just the past and they were all adults now. Spike said they'd see about that and it was all a bunch of bullocks, but Buffy had faith in her friends. She smiled at the familiar face of the redhead.

"True. But it was Genius over there that brought him to the bar," she said as she motioned her head in the vampire's direction.

"Hey!" Spike yelled out offended. "Words hurt, Slayer, and I'm beginning to think you don't like me." Buffy snorted.

"Besides, Buff," Oz said calmly, "No one put a tube and his mouth and poured alcoholic beverages down the guy's throat. He did it himself. He's just nervous is all. It's a guy thing." He shot a secret wink at Spike who remembered giving the Whelp the tube and having a jolly good time with beer quite clearly.

"Fine, but no one use the toilet down here until I get it cleaned up," she said as she walked into the dinning room to sit next to Willow.

"Ill try to remember, luv," Spike called out and was rewarded with Buffy sticking a finger high in the air. "That sister of yours is a real lady, Bit," he told Dawn. "Try and be more like your big brother Spike here when it comes to manners."

"Oh, flick someone off the proper, more polite way like this?" she said sarcastically as she held up two fingers.

"S'all I'm asking Nibblet."

Buffy threw herself down on the chair next to Willow and put her face in her hands. "What was I thinking, Wills? I can't have this many people in my house. Where are they all gonna sleep? It's like a freakin' zoo. You know, like the one with the evil-possessing hyenas."

Willow patted her best friend's head and began to run her fingers through her short blonde hair in a comforting manner. "It'll be alright. You'll see. You, me, and Dawnie will share your room. Anya will probably want to stay here so she can have Dawn's room. Giles can have mine, and Oz can sleep on the couch."

"What about Spike?" she asked as she folded her arms and laid her head to the side so she could look at her friend. "You know he's not leaving. He's like a damn stray that follows you home and whines at your door until you have to put anti-freeze in a bowl outside for it."

"Buffy that was just sick."

"But he is."

"You're right. That's still disturbing though. He can sleep in the basement. There's actually a cot down there that he used to sleep on when you were, you know, gone." Buffy gave her a quizzical look. "He used to stay sometimes to make Dawnie feel safer. I'll admit he made Tara and I feel a little safer too," the witch said as she glanced at the vampire tickling the fifteen year-old without mercy. She sighed. "He sure has changed," she said as if in thought.

"Yea," Buffy agreed, "but not enough."

"Huh?" Willow asked.

"Nothing. Just rambling from exhaustion." Just then the bathroom door opened and a woozy Xander stumbled out and leaned against the doorframe.

"Do you really need a spleen?" he asked to no one in particular.

"I'm okay without one," Spike smiled.

"Good," Xander said as he zigzagged his way towards the couch and plopped down next to Dawn. "Cause I just flushed mine down the toilet. Made me so dizzy watching it that I threw up a kidney. But that's okay cause' I think you only need one of those."

"Brilliant this one is," Spike said under his breath.

Xander turned his inebriated head to face Dawn and smiled goofily. "You know sumfin' Dawnie?" he slurred. Dawn shook her head no. "I love ya!" he cried as he hugged her. "Hey G-man!" he yelled to the kitchen. "I love you man. I do. I really do."

"I'm quite fond of you as well, Xander. Now do shut up," Giles commanded.

"Oz," he said as he pointed to the werewolf and the placed both hands above his heart, "Lovin' ya man."

"Ditto. Like a monk loves another monk," Oz replied in a monotone without turning his attention from the brawl and throwing of chairs on the television.

"BUFFY! WILLOW!" he screamed.

"What Xander?" Buffy moaned.

"I love you two the most of all! The mostest, mostest."

Willow smiled sweetly and Buffy grinned in amusement. "You're not so bad yourself, Xanman," Willow said. Xander smiled in triumph and looked over at the vampire.

"I just want to thank you, Spike. For being my only guy friend here lately and for throwing me a bitchin' bachelor party," Xander slurred. "And just so you know, I don't hate you no more, but you still have bad hair." Xander threw himself over Dawn and pulled Spike in a drunken embrace. "You're my friend," he said into Spike's shoulder. "I love you man!"

"Bloody hell, Harris! Get your soddin, poofta self offa me!"

"Eww Xander! You smell like puke! Go take a bath!" Dawn yelled as she pushed him off. He was so wasted that he flew right off the couch.

"Hey. I think I'll go take a bath," he said like it was the most brilliant idea he had ever come up with as he sat up.

"You do that then," Spike agreed. "And talk to Demon Girl while you're up there. Been cryin her eyes out for almost an bleedin' hour now. Thinks you don't love her."

"Oh but I do! I love Anya! I want to marry Anya!" he tried to lift himself and get to the stairs. "Anya! I love you! Where are you? And why is the room spinning?!" he asked as he fell down again.

"Spike!" Buffy yelled from the dinning room. "Help the drunken bastard up the stairs and bring him to Anya. It's all your fault anyway."

"It's all you're fault anyway," he mocked in a high voice. "Come on Harris. Let's get you to ya honey." With that Spike lifted him up and helped support him on his ascend up the stairs. "Knew I should have just hired the damn stripper."

"I heard that!" Buffy hollered up to him.

"What? What about Linden B. Johnson?" Xander asked in confusion.

"Bloody hell."

~*~*~*~*~*~*~

11:23 p.m.

The gang was sprawled out in Buffy's living room. Giles, Oz, and Willow were on the couch, Buff was in the chair, and Anya and Xander were in deep discussion at the kitchen table. Spike shifted slightly. He was leaning against the couch on the floor with Dawn's head resting on his leg. He smiled as he brushed her hair back from her face. He truly loved this girl. Not the way he loved Buffy, mind you, but in a completely pure way that he had never cared for anyone else before. He looked up to see Buffy's eyes on him and smiled at her. She smiled back sheepishly but turned a fierce shade of red from the fact that she had been caught staring.

"This blows," Willow said above the sound of the television. Everyone stared at her in shock of her choice of words. Very un-Willow like. "What? Well it does."

"We really should get to sleep," Buffy agreed. "Dawn tell everyone goodnight."

"No. THIS blows," Dawn whined. Buffy shot a warning look at Willow who in turn looked somewhat embarrassed.

"Go'n, Nibblet. Want to get all your rest so that you can help me keep the Drunken Monkey stable tomorrow. I'm gonna need your help." Spike said sweetly.

"Alright. Night' everyone," she said to the shock of everyone in the room. Everyone but Spike of course. She hugged all of those present and even gave Giles and Spike a quick peck on the cheek before she trudged up the stairs to her sister's room.

"I don't feel the love," Oz kidded as he glanced around the room.

"Don't look at me Dog boy. Ask the Whelp in there, I'm sure he'll give you a nice, wet kiss," Spike said.

"The hell I will," Xander spat.

"Look who's joined the land of the not-so-drunk-and-heaving!" Spike joked.

"Shut up Evil Dead," he said as he squeezed his fiancée into his side. She smiled up at him, the worry having been lifted from her face after their talk.

"Yes, Xander, I must say it is nice to see that you have regained control of yourself," Giles said.

"Thanks G-man. I'm not 100% yet, but I'm getting there. I think I released all of the evil alcohol that possessed my body," he beamed.

"Wanker can't hold his stuff, eh Wolf?" Spike chuckled to Oz who in turn laughed back.

"Watch it Peroxide Boy! I can damn well hold my shit!"

"Cannot Nancy Boy!"

"Can too Resident Evil!'

"Puhlez! Mister Where's My Spleen? Where's my spleen?"

"Eat me Dead Boy Jr."

"Not even if it meant the demise of Peaches would my fangs touch you!"

"Hey I'm edible!"

"Yup. A real nummy treat!"

"Needle dick!"

"Poofta!"

"Broody Jr!"

"Gint!"

"Penis Wrinkle!"

"I dare say that's quite enough!" Giles exploded.

"Yes, boys. Put those back in your pants please," Buffy commanded.

"He started it," Spike pointed.

"Did not."

"Did too!"

"Did not!"

"Did too!"

"WOULDYOUSHUTTHEHELLUP!" Willow bellowed!

Oz stopped moving his head like he was watching a tennis match and stared at his ex-love. Since when did Willow get angry?

"Would everyone just calm the hell down? Sheesh!" Buffy exclaimed. "We're just tired. Everyone should get some sleep. Tomorrow's a happy day and we should all be at our best," she smiled at Anya and Xander.

"Yes, we've spent massive quantities of our earnings on this wedding and I don't want everyone looking like the walking dead tomorrow," Anya said.

"Hey!" Buffy and Spike said simultaneously offended.

"Very well then. Night' all. I will see everyone in the morning I presume," Giles said as he started to get up.

"Uh huh. Tara will be here too in the morning," Willow said with a smile lighting her face at the thought of the brunette. Oz smiled in return, a bittersweet one, but one nonetheless at the look of happiness on Willow's face.

"Buff," Xander asked quietly as he turned to the blonde. "Would you mind if Anya and I crash here tonight? We kinda need to be with our friends… even if Chips Ahoy is present." Spike shot him a dirty look.

"No problem Xan," she sighed. "I figured you would so I kept Dawn's room available for the two of you." Xander smiled.

"But we can't sleep together the night before the wedding. It's bad luck," Anya said.

"Don't worry, Honey. I'll sleep down here with Oz. It'll be okay," he said most soothingly.

"Right, and tomorrow night… numerous orgasms as husband and wife," she smiled as Buffy rolled her eyes. The bride-to-be turned to Buffy. "Thank you Buffy," Anya said most sincerely. Buffy's eyes widened at the earnestness of the ex-demons words. Anya wasn't one for gratitude. She kissed her fiancée one more time and headed up the stairs.

Xander and Buffy slid from the foyer back into the living room. Spike and Oz were having a discussion over the definition of a party.

"How ya figure?" Spike asked.

"Well, a gathering is brie, mellow song stylings. A shindig is dip, less mellow song stylings with perhaps a large amount of malt beverages. And a hootenanny, well it's chock full of hoot, just a little bit of nanny," Oz informed as Spike nodded his head in agreement.

"So fellas," Xander interrupted, "who's up for a rousing game of poker involving much liquor?" Buffy hit him hard on the shoulder. "Geez, Buff, only kidding."

"Wanker," Spike mumbled.

"Heard that Creepy!" Xander accused. "Shouldn't you be on your merry way to that grave you call home with all the other dead and not-so nice things?"

"Goodnight boys," Buffy said as she walked towards the stairs. "Spike some here please." He complied. "Look, if you want to you can stay here tonight so long as you behave yourself."

"Sure you don't want me to be a little naughty, Slayer?" he asked in his husky and oh-so-sexy voice.

"No Spike. We aren't going through this again. Just go and sleep where you usually do. Okay?" She turned and walked up the stairs. He followed. "What do you think you're doing?"

"Sleeping where I usually do, luv," he smiled innocently.

"Spike," she said with obvious frustration but no malice, "I told you. We can't do this anymore. It's just not right."

He placed his hand over hers on the wooden banister. "But it feels right, Buffy. Don't you want me at all?" he asked as he searched her eyes for some inkling of hope. Buffy had completely had it with this entire situation. What was it going to take for him to understand? She'd been straightforward and even hateful at times, but the only time she saw it start to sink in was the other day, after Riley left. That day she had decided to try something new with Spike, sincerity. It seemed to have worked better than anything before, but she knew he was still going to need reminding. Maybe she should continue to handle it that way. After all, she knew the feelings he had for her and her sister were genuine. She did want him as a friend and she honestly needed him to fight on the good side. Plus he had been so good with Dawn…

"I told you before, but allow me to reiterate," her voice lowered and she said so with compassion, "I do want you Spike. I like being with you, but I'm only doing it to make myself feel… well…anything but sadness. When we were together I felt alive, but I wasn't exactly what you would call happy. I shouldn't have subject myself to an unhealthy relationship just so I can forget about what happened for a while. I can't keep using you," she looked at the ache and devastation in his blue eyes.

"It was just sex, Spike, and if your feelings for me are true then you don't deserve to be treated that way. I don't want you to be convenient. I want you to be my friend," he started to speak but she held he hand up for him to stop, "and before you say anything let me clarify. Friends. Yes, we are friends. You helped me out so much when I came back. When I was gone you took care of Dawn better than anyone else could have. I am very thankful for that. And it's out of that appreciation and newfound respect that I have to stop our liaison. You told me once in this very spot that you were a monster. Well, you are. You've never denied that. But I have also learned something over our time together. You're a man. A very good man, William. A man that loves my baby sister and protected her with his life. A man that has saved my life a few times. A man that listened to me compassionately and with understanding when no one else wanted to hear what I had to say. And a man that made love to me with all of his being." Spike was near tears. He saw the resolve in her eyes. "That's why I can't be with you. The man in you deserves so much more and the monster… I can't be with. I just want things to go back the way they were before. When we were just good friends. I hope you understand."

Spike lowered his head to hide the broken look on his face. She smiled, "Besides, who else can I beat the crap out of and make little innuendo comments to?" He glanced at her and presented a small, heartbroken smile.

"Sweet dreams," he whispered as he backed his way down the steps.

"Goodnight," she said as she climbed her way up the darkened stairs to the light of the hall. That's how it would always be for Spike, he thought. Her ever moving upward, towards the heavens, and him always stuck at the bottom, in the dark.

He watched her disappear into the hall and stood there for a moment, staring at the spot she had just graced. Just as she shut off the light the floor creaked behind him and as he spun around. He was greeted by an empathetic and knowing smile from Oz. Spike cleared his throat, "Not nice to snoop around there, Wolf."

"Sorry," Oz apologized. "I was just going to borrow an extra blanket from Willow."

"Well, Red is probably sleeping so I suggest you freeze. And I'd advice you to keep your mouth shut about what you just heard or I'll ripped you apart and dance on your entrails. You're not human ya know," he said as he turned to walk away.

"It gets easier," Oz said softly.

"Take my advice Boy, it doesn't"

"Not better. Just easier."

Spike nodded in appreciation. He liked this character. "I hope you're right, Kid."

~*~*~*~*~*~*~*~*~*~

1:56 am

Everyone was back in the living room, save Dawn. It seemed like there would be no sleep that night for anyone, even though they were all exhausted. Whether it was nerves, despair, loneliness, confusion, or just plain being uncomfortable, everyone seemed ill at ease. Tension was mounting and the arguments were becoming more frequent and occurring between unlikely pairs. Xander and Willow had fought, Anya and Oz had exchanged unpleasantries, Giles and Buffy were at it again, and Spike, well… he had had his share with everyone. The problem was that now, all fighting was happening at once.

"Shh! People please. Dawn is in bed trying to sleep," Buffy demanded in vain. The bickering had yet to cease and feelings were beyond hurt. Willow stormed away crying into the basement. Xander had just told her that he didn't want her as best man any longer. He had been very adamant about his hostility toward her for the entire "raising the dead" situation and had been less that kind in his words about her failure with Tara. She stumbled down the steep wooden steps and flipped on the light.

"Hey! Some of us are getting our beauty sleep here!" Spike protested. His face softened when he saw who the perpetrator was. "Oh, it's you Red. What's the problem, luv?" he said as he tapped his hand on the cot for her to sit beside him.

"I'm sorry Spike. I didn't know you were down here. When'd you slip away?"

"Right about the time the Watcher called me a soddin' gint. Figured things were beyond return when old Rupes starts with the insulting. All I said was that The Sex Pistols were bloody well more brilliant than The Clash. Don't see how that requires name callin." He stood carefully and walked over to the dryer where he picked up a clean washcloth and handed it to the tearful witch.

"Thanks," she sniffled.

"No problem, pet. Now what's got you all leakin?"

"Xander."

"Wanker," Spike snorted.

"I'm beginning to agree."

"There, there, now luv. You don't mean that. He's your best chum. Only I can call him names," he winked.

"Well, he said the most awful things," she sobbed. Spike placed a hand on her back to steady her and was surprised she didn't recoil.

"He's just nervous. Boy's getting' himself a ball and chain in the mornin'. Not to mention he's probably starting to get a bitch of a hangover." Willow continued to gasp under his hand. "Everyone just needs a bit of shut eye s'all."

Willow was beyond upset. Life had become one wretched thing after another. The people she loved deserved to finally catch a break and be happy. Xander and Anya represented the light at the end of the tunnel for the Scoobies. If they couldn't be happy, maybe there wasn't hope for anyone. "Spike I'm worried. The rate they're all going, no one will be talking to each other in the morning and there will be no wedding. They really need to stop fighting."

"Can't do nuthin' bout that Wicca."

Willows eyes brightened. "Maybe we can."

Moments later, Willow produced a large leather-covered book from a loose brick in the wall of the basement. Spike raised an eyebrow. "Hold on there, Red. You're on the paddy wagon, remember? And I thought you got rid of all the hocus pocus stuff."

"I am and I did. I hid this just in case of, you know, emergencies."

"Right," Spike nodded in obvious disbelief. "But you can't do any magic, luv. Things will get ugly. You've come so far. Don't throw it all away," he tried to convince her. "Think of your Bird. She'd be right disappointed."

"That's why you're gonna do it."

"You're bloody mad woman! I can't do none of that bleedin mojo! Might suck the whole house into a hell dimension filled with Teletubies for all I know!"

"It'll be okay, Spike. It's a fairly simple cantation," she said as she flipped through the heavy pages. If The Powers that Be wouldn't give them a happily-ever-after, then this witch would.

"Not to mention the fact the Slayer'd kick my ass for this one…"

"And it would only last for a few hours. Then everyone would be rested and happy."

"Huh?"

"A sleeping spell," she said matter-of-factly.

"Whatcha wanna go and call the Sandman for?"

"It's the easiest and safest way to get everyone to stop fighting. If they're asleep, then there won't be any yelling. See?"

"Still don't think it's a good idea." Spike said, obviously not convinced.

"Spike," she said calmly, "right now Buffy is out there sobbing because of her fight with Giles. She thinks that everyone who loves her leaves her. She shouldn't have to hurt so much after everything she's been through. If Xander and Anya don't get married, I don't know what Anya will do. I honestly have no idea what an ex-Vengeance Demon is capable of. Not to mention the fact that Xander is the greatest guy in the world and deserves to be happy for once. All you have to do is say a couple of words and everyone will slip off to La-La Land where they can relax and count a few fuzzy little sheep. Snoring equals no yelling. You follow?"

"Not gonna do it, Pet."

She was exasperated. He had to do this. So she pulled out the big guns. "Spike. You have no choice."

"How's at'?"

"If you don't I'll tell Buffy about your little sleeping habit."

"You wouldn't dare!" he shouted.

"You bet I would," she said and she gave him her best resolve face ever.

~*~*~*~*~*~*~*~*~

3:07 am

The angry mob in the Summers' den never even noticed the vampire and the witch sneak into the foyer. Willow stood next to the nervous blonde and held open the book.

"This isn't gonna work," he said.

"It will, trust me."

"Bloody hell! What if I accidentally say sumthin' wrong and my bits and pieces shrivel up and fall off!"

"Spike, don't worry about your… bits and pieces," she said as she winkled her nose at the thought, "It's an easy spell. Even for a beginner." She could see the fear on his face. "And you said you have some experience, right?"

"Well yea, live 200 years with Drusilla and you learn a thing or two, but this is different!"

"How?"

"Because Buffy is going to stake my ass! I don't need her hating me anymore than she already does."

"Spike," Willow pleaded with him, "Please. I want my best friend's special day to go right."

He stared at her beseeching eyes then turned to look at Buffy. She was huddled in the corner of the dinning room where she thought no one would see her. Her small frame was convulsing from her heavy sobs. Spike couldn't bear to see the creature he loved more than anything hurt so badly. He wanted to take all of that pain away and hold her in his arms. He knew he could make her happy. Well, maybe he could right now, even if it was only for a matter of hours. She deserved some peace. "I'm a beeldin' wanker. When the hell did I get so soft?" he moaned.

She hugged him gratefully. "Thank you Spike."

"Just call me Peaches," he sighed as he looked at the page. "It's inGemætan," he said.

"Can you read that?"

"Luv, I speak quite a few demon languages. This happens to be the hardest of them all."

"But you can read it, right?'

"It's similar to ancient English. Somewhat of a Germanic dialect," he saw her look of exasperation. "What the hell. I'll give it a whirl," he said as he grabbed a hold of his crotch… just incase.

"Gehieran min gebed ieldran (Hear my prayer ancestors)

Segnian eower firas mid fægen gemætan (Bless your people with happy dreams)

Sceawian cinemadran ferðloca mid heord" (Look at our hearts with care)

Buffy the chanting and got to her feet, sprinting to him as quickly as she could. "Spike, what the hell are you doing?"

Spike continued chanting and as the rest of the gang turned to look at him, a bright light flashed through the room. The Scoobies dropped to the floor with tremendous thuds and laid there motionless, under a ceiling of think mist.

Dawn awoke from her sleep and had a bad feeling in the pit of her stomach. She raced down the stairs and stopped near the foot. She took one look at the lifeless forms of her friends and the hazy fog above them and let out a blood-curdling scream.



TBC