A/N: This is completely AU. This begins in the 2nd season. Buffy and Angel never kissed but the gang knows about the curse, but not the happiness clause. Buffy still comes back from her Dad's all wigged out about the Master. There is no Kendra, the next slayer is Faith.

Chapter 1: Midnight Talks

Willow was sitting in her bedroom checking her e-mail. It had been weeks since she had gotten an e-mail from Buffy. She knew Buffy was having some major problems, but Willow guessed she would too if she died. The others really didn't seem to notice, well except Angel. Just then Willow heard a knock at her balcony door. 'Speak of the devil.' Willow thought to herself as she got up from her desk to open the door, she knew it was Angel coming for one of their midnight talks. Over the last two months they had become good friend when Angel started coming over and talking to her. They would talk about everything, until the wee hours of the morning. Angel was standing on her balcony wearing a semi-tight dark gray sweater and black slacks. Willow stepped back to let Angel in and offered him a bright smile. Angel looked down at Willow through his chocolate brown eyes and offered her a small smile. He looked her over with hooded eyes. She was wearing a dark purple tee shirt that was made from some soft material as far as he could tell, and soft faded blue jeans.
"You got your hair cut." Angel said as he sat down on a chair near the balcony door. Willow looked down at her hair which now rested a bit above her breast. She gave him a bright smile and nodded.
"Yeah, it felt too heavy for me," Willow said and then bit her lip, "I also bought hair dye. I am going to dye it a deeper red." Willow was looking down at her pink socks. She looked up at Angel and he had a look on his face.
"I think it will look great." He said pulling himself out of thinking that Willow would look beautiful no matter what.
"So what's up Angel you seem a little weird." Willow asked. 'Even though he looks so sexy.' Willow thought and then scolded herself for thinking such things.
"I am fine just a bit restless, things have been pretty slow around here." He said only half of it being the truth. Willow went to sit on her bed and nodded.
"I know tonight only saw two vamps." Willow said calmly. Angel's head snapped up and he walked over and started looking for injuries. She swatted him away and gave him a frown.
"What?" He asked.
"You are worst then the rest of the gang. Thinking of me as defenseless. I took care of those vampires easily. Dusted them with fire balls, see I am getting very good with magic. First I was floating pencils now I can do fire balls. This is very good against vampires since they go all poofy when they come in close contact with fire." She babbled. Angel eyes went wide when he caught up with what she was saying. Willow had done a spell with Giles to banish a demon that had showed up just after Buffy left. But he couldn't believe how fast she had come in two months.
"Fire balls?" He asked while sitting next to her on her bed. Willow smiled brightly and nodded.
"Giles told me to be careful but was glad since it would be good for the slaying." She said, "School starts in two weeks and I am worried about Buffy not coming back." She covered her mouth at this and looked at Angel.
"Buffy and I are not going out." He said truthfully and remembered some of their arguments. "We fight like siblings."
"She acted like she liked you, in front of Xander and me." She said and then it dawned on her, "Xander?" Angel nodded and shrugged. She thought back to all the tension Buffy had toward Xander all of a sudden. She shook her head and smiled, she knew that Xander would be happy. 'Wait a minute that means Angel is single.' She thought to herself, 'Hello you are just plain old little Willow. The slayers best friend and he is like what, over 200 years older then you. He doesn't see you anymore then a little sister.' Meanwhile Angel had drifted into his own thoughts. 'She is so beautiful and she doesn't even know it. I thought that I had gone to heaven when I saw her on Halloween. She looked so sexy. What am I thinking I am a monster? She could never see you as anything more then a friend.' "Angel, hello, are you still with me?" Willow asked with concern in her voice. Angel realized that she had asked him a question. "Sorry, little one, I got lost in my own thoughts." He said, "What did you ask me?" "That okay I know how you feel. I mean I get lost in my thoughts so much sometimes I don't whether I am in the real world or in my head um... I am babbling. Well, anyway would you like something to eat; I have some blood in the back of the refrigerator." She said all in one breathe. Angel looked at her and shook his head and smile. Then he wondered about something, "Why do you have blood in your refrigerator?" He asked, "What would you do if your parents found it?" "Well, Giles and I talked about it," She started, "Since I live on one side of town and he lives on the other we thought it would be a good idea if I kept blood here in case you were hurt and were on this side of town. About my parents, one, they are never here to notice and two, if they did notice I could make up something." Angel nearly growled at that. He couldn't believe Willow's parents. "So are you hungry?" She asked intently. "Yea, I am." He said. She got up and he followed her out the door and down the steps into the kitchen. The kitchen was done in dark wood and black appliances. The floors were covered with a black-purple marble and the counter and island was covered with the same marble. Angel sat down at the small wooden table that was against the left wall. Willow opened the refrigerator and took out a sandwich she made earlier and a bottle of sweeten iced tea, no lemon. Then she reached all the way back into the refrigerator's top shelf. As she did this her tee shirt road up giving Angel a view of her soft creamy pale skin and he barely suppressed a growl. She grabbed on of the bags of blood and pulled it out. She sat her sandwich and tea on the table and then walked over to the microwave and grabbed a mug from the rack. She opened the blood and poured the blood in the mug. She threw away the bag and placed the blood in the microwave and timed it two minutes. Angel had been watching her graceful movement with lust forming in his blood. The timer dinged and she carried the blood over to him. "Thanks," He said as he took the white and red ceramic mug. She sat down across from him and opened her iced tea. He turned away from her as he drank the blood so she didn't have to see him like this. "Angel is there something wrong?" She asked, "Why are you turning away from me?" "Willow you shouldn't have see like this," He said as her turned toward her and place the half drunk mug on the table and stared down at it. Willow got up from her seat and walked over to stand beside him and then reached out and took his hand and pulled him up so he was standing in front of her. "Angel, look at me." She said as she let go of his hand. He slowly looked at her, his demon vestige still in place. Willow looked at him and reached up with her right hand and touched his face. At first he jerked away slightly but she was stubborn. She traced her hand over the ridges and then raised her left hand to do the same on the other side of her face. "How can you look at me?" He asked, "How can you when all you see is a demon." "Angel, the only thing I see is soul and it is good and beautiful." She said simply. He saw truth in her deep emerald eyes. He would swear for years to come that at that very second his heart took a beat. Willow slowly leaned in, standing on her tip-toes, and placed a soft, sweet kiss on his lips. Angel watched as she pulled back and blushed taking her hands from his face. He let his human vestige slip back into place and made a decision. He leaned in and claimed her lips with his. At first she stood still but then she closed her eyes and loss herself in his kiss. Angel wrapped his strong arms around her and pulled her closer to him. His body sucking and craving her body's heat. He slowly ran his tongue long her soft lips asking for entrance, which she gave. Willow thought she was dying when she felt his cool velvety tongue enter her mouth. The coolness of his tongue sent sparks through body. She wrapped her arms around his neck when he pulled her closer, her fingertips with brushing ever so lightly against his neck. Then kiss seemed to go on forever until the ringing of the phone broke them apart. They both jumped and Willow blushed and went to pick up the phone. "Hello?" She asked, "Giles is something wrong? Yes...really...okay... Don't worry I get a hold of Angel." She said as she snuck a quick glance at him. Angel on the other hand was willing away the beginning of his erection away. "Okay, see you in a bit." "What is going on?" Angel asked. "You know, the world is going to end, some evil demon, we have to get to Giles right away, blah blah, the usual." She said. "Willow, about that...." Angel trailed off. "Oh, I understand, it didn't happen, never will again." She answered quickly. "No, I want it to happen again." Angel said feeling like a teen-age school boy. "Well, I want it to happen again if you really want it to happen again." Willow said looking at Angel. "I very much want it happen again." Angel said with a smile which he knew must have been a goofy one. Willow smiled and then grabbed her bottle of iced tea and sandwich. "Come on Angel, we got to get over to Giles' apartment." She said as she grabbed his hand. "Willow," He said and she stopped. He was looking down at her feet, "Shoes." "I don't see why I mean we are only going across town." She said covering up her own embarrassment, almost. Angel laughed and waited as Willow pulled on a pair of white sneakers and they were out the door. Angel had held on to Willow's hand slowing her down. "You still have to get a hold of me," He said quoting her earlier phone call with Giles, "We can walk." Willow smiled and keep a hold of his hand as the walked to Giles' apartment on the clear warm night.