Disclaimer: I do not own anything, it all belongs to Joss and some big companies. I'd love to get Spike for Christmas though.

Feedback: Yes, please. I really need constructive criticism, as this the very first fanfiction I wrote. Thank you:)

Author's note: this is set during Once More With Feeling, but Spike's in love with Willow, not Buffy. Everything else is the same and he sings a song too. Yes, I changed the lyrics of Rest In Peace a bit, but please don't kill me. I love the song, I really do, but I had this idea and I had to write it.

Author's note #2: Oh, and this is unbeta-d, so every grammar and spelling mistake is mine. Sorry. I'm not English.

Willow tried to stop her thoughts from coming as she didn't want to burst into song once again. Thank Goddess she arrived at the Magic Box when the others were already singing and thank Goddess, again, she had enough will-power not to go in and join the show. Willow couldn't stand her own singing voice, this was one reason why she hated singing in front of other people. It was already dark, so she decided to sit down instead of going for a walk.

No sooner did she settle on the bench near to the door of the Magic Box, the redhead jumped as she noticed someone approaching from the dark.

"Hey, Red." Spike greeted her.

"Spike." she replied. From all the people who could've come, it had to be the last person she wanted to see. Or maybe not the last, but he was definitely near the bottom of the list.

"Saw a damn funny show yesterday." Spike dropped his cigarette and walked over to her. "You ever seen a Chirago demon? I saw one making like Yma Sumac."

"Ah, yeah, it happened to us too. I mean, the singing, we started singing too... and danced and everything. It was all very Rent-y." She cracked a smile. "But we're still in full research mode. You um... sang too?"

"Nope. Figures I'm immune, happy to say."

"Oh."

Willow thought this was the time for the awkward silence part, but she was wrong. Spike sat down on the bench and continued talking.

"So, pet..." He glanced up on her. "How come you're out here 'stead of researching with your little friends?"

"They're doing a reprise of the song we sang in the morning. And well, singing kinda gives me the creeps, so I thought I'd just wait here until, you know, they're done." she replied, while settling next to him. They both smiled, and it reminded her of their earlier conversations, when he was stuck in Giles' appartment and she had to 'baby-sit', or when Buffy was dead and they patrolled together. Before his confession.

They just sat for a minute in silence.

"Willow." He said suddenly and looked at her. Willow quivered. It was rare Spike used her real name and not 'Witch' or 'Red'. "We still need to talk."

"We do?"

"Well, yeah." He groaned. "I meant it, you know, what I told you the last time. And you might noticed, I'm not the kinda vamp who gives up anything. 'Specialy when there's hope."

She froze, then stared at him wanting to say something, but she ended up with jumping and pacing. There was no hope. Why would he think that? There couldn't be any hope. How could there be? She was in love with Tara and well, gay now. She didn't have any kind of crush on him for a long time now. But then why did she keep thinking about him and all the things they had gone through in the past few years?

Spike had been watching her all along and Willow stopped the pacing when she noticed it. The way he was looking at her made the girl blush.

"I... I don't want to talk about this." She stated nervously. " I.. I can't. Not now. And... probably not ever." The redhead stepped to the door, but Spike was faster and grabbed her arm, before she could reach the doorknob.

"Willow, wait." He had a strange look on his face, so Willow turned away from the door and gave him a stare.

I died so many years ago,
But you can make me feel
Like it isn't so
And why you want to leave me here
I think I finally know
mmm-mmm

Spike was just as surprised as Willow was when he started singing. Though the vampire was reluctant at first, he smirked and gave in when he saw the girl's eyes widen in shock.

You're scared
Ashamed of what you feel
And you don't tell the ones you love
You know they couldn't deal
In love with a cold, dead man
You think it can't be real

But I'm here...

And I don't wanna play
'Cause being with you touches me
More than I can say
And every day I'm not with you,
I think I go insane
Don't let me rest in peace

Don't let me rest in peace
Let me feel the heat
Let me show my love and make you feel
Like noone ever did
I would lay my body down
But I can't find my sweet release
Don't let me rest in peace

You know, you got a willing slave
And you can't stop playing the thought
That you made a mistake.
But that's the truth, I'm telling you
You want me to make you sway,
Don't let me rest in peace

I know I should go
But I follow you like your shadow, Red
You have bewitched me without a spell
And you haunt me more than you've ever guessed
If my heart could beat, it would break my chest
and I can see you don't feel less,
Don't leave me here,

Don't let me rest in peace
Let me feel the heat
Let me show my love and make you feel
Like noone ever did
I would lay my body down
But I can't find my sweet release
Don't let me rest in peace!

A few seconds after Spike finished his song, Willow slowly stepped to him. Looking straight into the vampire's eyes she started singing quietly to the same melody.

I'm scared, ashamed of what I feel,
'Cause being with you makes me think
I made a mistake.
But since I'm into women now,
I'm saying stay away...

"Never." Spike murmured and kissed her passionately. He wrapped his arms around the girl and held her tight, not leaving a chance for Willow to pull away. But that thought didn't even cross her mind.