Her eyes peered up at him as he walked into the room.

"Oh, I'm, er, sorry," Wesley stuttered and began to turn.

"Wes," Fred halted him with her simple utterance. She pushed a strand of long, dark hair from her face and removed her glasses, "we have to talk about this. It's not somethin' we can just... leave alone."

"Why not?" he replied, voice on the verge of cracking, "Lilah was there for me, when no one else was. Do you have any idea what that meant to me?"

Fred frowned, her eyebrows knitting together in puzzlement, "did you love her?"

Her words echoed in the lonely room, the space between the figures as tangible as anything. To Wesley, they were miles apart.

"What do you expect me to say?"

"The truth," she replied, unnervingly direct.

"No," he answered, looking Fred in the eye. There was a moment of silence before he continued, "She was there for me, and she was the only one in the world who could ease my pain about..." he looked downwards, watching Fred flip the pages of an old book absentmindedly.

"About...?"

"You. You and me," their eyes connected, momentarily, "and what we could never have."

Fred interlocked her fingers in her lap, "I don't see why"

Wesley tensed, am I truly hearing this?

"I-I don't see why we could never be," she stuttered, getting unsteadily to her feet.

Wesley felt a smile teasing at the edge of his lips, he started to move towards her, the world around him seemed to dim, and all he could see was Fred's smiling face, radiant, expecting something...

Something he could never give her.

Happiness.

His mind flashed back through all of his mistakes, his failures. Gently, he put his hands to her shoulders and pulled her close. In the half-lit office, they held each other for a few moments.

Wesley closed his eyes. Softly, Fred pulled away, and he could hear her leave the room.

He stood alone.