Disclaimer: I own nothing, Joss owns all.

Summery: Willow discovers a secret, Spike comforts her

All grown up, at last.

Changes.

It was a Saturday evening and Willow was getting ready to go out. She had picked out her fuzzy pink sweater and a not too short skirt, to finish her look off she had on a pair of white tights and sneakers. Grabbing her bag she headed for the door and The Bronze.

Willow sat on the leather couch in the corner. Shed been alone for an hour now and there was still no sign of Buffy or Xander,

"Where are you?" she asked no-one in particular.

"They aren't coming yet luv" said a deep British voice, "At least not let." Looking up Willow saw black leather trousers tucked into black combat boots, a black T-shirt and leather duster covering it all.

"Spike…wha.." she started to ask but he cut her off.

"Not here for the slayer pet, just you" he said.

"What do you mean just me?" said Willow. He sat down next to her and started to explain.

"It was at Halloween that I really noticed you, that I saw your fire, been watching you ever since. Would of made a move earlier but I couldn't let go of Dru." Spike sighed, quite a strange thing to do if you don't breathe. Willow said,

"what do you mean let go of her?" Spike looked at her and said

"That bastard Angel came back and she told me that I was nothing to her…nothing." oh Spike I'm sorry. Willow couldn't believe that she was comforting Spike, I mean Spike the evil vamp. She heard a chuckle and looked at Spike, he was smiling. It was strange, she thought, that she felt at ease with a master vampire next to her who had tried to kill her on occasion. He spoke up, "Anyway as I was saying I've been watching you for a while and I'm sick of seeing you lied to" his voice started to get angrier, "It ends tonight, no more lies!" Willow was confused she didn't understand what he meant, so with a deep breath she sucked up the courage to ask him,

"Spike what do you mean, no more lies?" he replied,

"I'll show you Red, come on." And so Willow found herself leaving the bronze with Spike, and that earned her a glare form every single girl in the club as well as some from those who had boyfriends.

They stood atop a crypt in one of the cemeteries. Willow couldn't believe that she was with Spike but wasn't scared she was going to ask him about it when she heard someone talking below, her breath caught when she saw who it was, Buffy and Xander, holding hands as a couple. Why was this happening to her. It was obvious from the way that they were at ease holding hands and, oh my god kissing, that they had been together for a while. How could Buffy not tell her. How could she do this knowing how Willow felt, no had felt about Xander. Her legs gave out and Spike caught her as she fell,

"Easy now Red it's okay. I wont let them hurt you again." he scooped her up into his arms and walked of into the night.

Willow woke up in a strange place, she felt awful. Looking around she realised that she must be a Spike's place, wherever that was. He hadn't tried to kill her or hurt her all he had done was comfort her and bring her here for the night. Getting up she walked out of the bedroom to find Spike. When she did she got a shock, he was drinking blood out of a tall glass watching TV.

"Afternoon luv, how are you feeling" he said without even looking.

"How do you do that?" she asked him. He just chuckled and patted the place on the black leather couch next to him. She sad down. "Why did you do that last night Spike?" she asked him. He turned and looked straight into her eyes, suddenly her stomach was doing flips. He leaned in and whispered,

"I did it because I want to get to know you," and with that he leaned in and kissed her. For Willow she felt her reality slip away, she was being kissed by Spike and god she liked it, she wrapped her arms around his neck and deepened the kiss. The unlikely couple spent a long time kissing that afternoon and Willow felt all her troubles slip away. They spent the rest of the time before sunset talking, something Willow never thought she would spend time doing with a vampire. Spike told Willow how he wasn't killing his victims, just taking a little blood and leaving them. She told him that she was sick of being the nerd and research girl, she wanted a change.

"Well, I can arrange that luv" he said and with a squeal from Willow he dragged her out of the house.

Later that night when they got back to spikes place, with armfuls of bags full of clothing , coats, boots and shoes that Spike had bought for her, Willow turned to Spike and said,

"Spike, thank you, thank you for telling me the truth and thank you for being there for me." she said. He looked at her and said,

"I did what I did for one reason Willow and one alone, I want to be close to you, to protect you and……and to love you." He looked at her and saw a tear in her eye. He was about to apologise for making her cry but was stopped by her kissing him, passionately. Willow took the next week of school, she spent in with Spike. She was sleeping at his apartment, which was very nice, and going out to LA, with him at nights to have fun. She was a different person now, she felt free and she was happy for the first time in a long time.

It had been a couple of weeks and Willow had to get back to school and she wanted to make an impression. So she was tearing through her new wardrobe trying to find a good outfit that would shock people, but she couldn't decide. Spike had been watching from the bed and decided to step in.

"How about this luv?" he pulled out a black satin shirt, a short leather skirt with spider web tights, a black pair of boots that had pieces of metal on them and he finished off the outfit with a black leather duster. Willow just smiled and said,

"Perfect!"

Heads certainly turned when Willow arrived at school that morning. Spike drove her in on a motorbike protected from the sun by leathers. He dropped her off in the shade of a tree and removed his helmet to kiss her goodbye, my how that got everyone's attention especially the slayers. As Willow walked up the stairs, her duster billowing behind her, Buffy ran up beside her,

"Is that where you've been Willow? With him? Do you even know who he is?" Buffy was almost shouting now. Willow was seething and she spun around to face Buffy,

"Yes, Yes and Yes! I know who he is for heavens sake, he's the one who told me about you and Xander, he's the one who comforted me until I fell asleep, he's the one who I am falling in love with!" Willow turned around to walk away but a large pair of hands grabbed her, spinning her around. It was Xander,

"Willow what happened to you?" he said. "

She's been with Spike." said Buffy with disgust. Xander shook Willow hard and shouted,

"Spike!" right into her face before falling to the ground in pain as Willow brought her knee into his groin, hard.

"Don't touch me you bastard, you lied to me for months and you think you can tell me what to do. Forget it." She turned again only to be spun around by Buffy this time. Willow had had enough and as she was spun around she slugged Buffy with a right hook that threw Buffy around and flat on her ass. As Willow walked around this time a path cleared for her. She went straight to Spike's place furious.

"Spike!!!" shouted Willow.

"Spike where are you?"

"I'm right here baby, everything ok?" She turned around and ran to him.

"They saw me drop you off didn't they?" said Spike.

"Yea they did, oh Spike they were so mean" Willow started to cry,

"I'm going to kill them" he said

"No don't Spike, just take me away," pleaded Willow.

"Ok Red, I won't kill them, but where would you want to go?" After thinking for a second she looked at Spike and said,

"New York, I got an early collage acceptance there." Spike smiled and said,

"Done."

Within a month they were gone and the Slayer knew nothing about where they had gone, only that she had lost her best friend, maybe for ever.

TBC

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Hope you like it. That's my first fic, isn't it evident. I'll write the next chapter as soon as I can. Please, please let me know what you think.

Red Elf.