A/N: Sorry for the wait! Here's chapter two! Reviews would rock. Oh and the first paragraph includes the last line from the first chapter, I needed it in the sentence.

It was going to be a long six hours. He hadn't a clue as to why he was looking forward to seeing Red; Spike figured it was the fact that he might be able to scare her into helping him. Or- he grinned mischievously at the thought of it – he could use her feelings against her and manipulate her into thinking he had feelings for her. It was horrible, at least the old human him would have thought so, but to his demon self it was brilliant. Emotions, as he knew, had the pesky problem of getting in the way and mucking things up.

He wanted to believe that was the only reason he was even giving the little witch the time of day, but he had to admit the attraction was there. She was a good-looking girl, and Spike certainly had a weakness for those, and she was smart. Spike knew he didn't use his brain for very much, he used his feelings, followed his blood, and his blood was whispering her name, soon it would grow until it drove him insane. That's how it'd been with Dru at first. He felt like he would combust just being near her, before he'd caught her with Angelus. That had put a damper on their relationship. After that, his deep devotion to her was all that had really kept him around, he had loved her, but it wasn't all consuming.

All consuming was what he needed. For a vampire, he loved emotions. That's probably what started his obsession with Passions actually. Emotions kept him going and made him laugh in a fight, and generally feel alive for an undead evil thing. Buffy – oh god how he hated her – always said how unfeeling soulless demons are, but really, not having the soul just made emotions more enjoyable. Doing anything without even a glimmer of guilt? It was bloody brilliant really. At times he'd felt a flicker of guilt, but it was usually immediately covered up with delight. He liked to ignore the fact he felt emotions much more powerfully than other vampires.

Puffing out smoke from his cig, he leaned back in his seat and started to doze off. He needed to sleep off his hangover. Spike thought that after a little over a hundred years of being alive he would have figured out hangovers were a nightmare.

Hours later, 9 o' clock drawing to an end and a few minutes from ten, Willow lazily sat up and rubbed her eyes. Oh crap, she thought, realizing she had missed her Latin class by napping. Immediately after stepping in her room, she'd dropped her bag and fell on her bed, fully clothed. When she glanced down, she realized Buffy must have come in during the day and placed a blanket on her. The negative feelings towards her friend eased a little bit, but Willow was going to need to discuss things with her, and soon. All the negativity was unhealthy and would start messing with her magic mojo, as Xander called it.

She glanced at her clock and sighed. She still had an hour until she had to 'go study at the library.' It was her prime excuse for everything she didn't want Buffy to know about, admittedly it wasn't much, but Willow had a feeling that all would be changing. Just the thought of meeting somebody – Spike of all non-people- behind Buffy's back sent a shiver of excitement up the witch's spine. It felt kind of good to be bad. Granted she'd never really be bad, but it was still fun to pretend.

With a huge effort, Willow managed to pull herself from under the blanket and scuffle over to her closet. It was miniscule, but she didn't really mind as much as Buffy had. Pulling out a pair of dark wash jeans and a plain red sweater, she realized it was her only non-childish outfit in there. Willow would have to fix that. She quickly changed and then glanced at herself in Buffy's full length mirror, trying to decide if she looked ok.

In the middle of her appraisal, the door swung open and Willow whipped around, heart pounding. When she realized it was just Buffy, she heaved a sigh of relief.

"Somebody sure is twitchy, watcha doin, Wills?"

"Hah! Twitchy? Yeah right. And um doing? There's no doing over here, nope lots of inactivity really." Realizing she was starting to babble, she stopped and figured now was as good a time as any to look for some shoes. She dug in her closet, trying to find some boots, so she didn't see Buffy looking at her worriedly. Buffy had heard from Xander that Oz had up and left in the middle of the night. She felt bad for her friend, but had no idea what to do. Willow was the sweet comforting one; Buffy had never had to be the same to Willow.

"Oh, ok. Are you going somewhere? I haven't seen you much lately. We seriously need some girl time. Manicures, popcorn and boy talk!" Buffy didn't realize her mistake until Willow stiffened from her spot on the floor. With a pair of boots in hand, Willow stood up, turning around at the same time, an expression of hurt clear on her face. She was trying desperately to cover up the heartbroken look she knew was on her face, and she smiled a big fake smile before replying to Buffy's suggestion.

"Oh, sorry Buffy, I have to g-go to the library. You know big paper due and stuff. B-but maybe tomorrow night? I miss talking to you, sorry about having to re-schedule that girl time. Maybe you can ask Riley to come over while I'm gone," Willow didn't mean for it to, but her comment came out a bit snarky. Before Buffy could comment on it, Willow had her bag in hand and was out the door. With a puzzled look on her face, Buffy took Willow's advice, picked up the phone, and called Riley.

Wishing she'd grabbed a jacket before she walked off; Willow made her way across the campus. Tears were burning in her eyes and she tried to be angry instead, but she just couldn't. It didn't matter how much she wanted to hate Oz, she couldn't. He'd been her rock, her stoic, supportive boyfriend. She guessed that maybe she deserved to feel like this. She had cheated on Oz before, so she deserved to be miserable.

No. No she didn't. Nobody deserved to feel like this. Now she understood how Spike felt when Drusilla left him for dead. No wonder he went all 'grr,' threatened to run her face through with a bottle, and tried to bite her. Glancing at her watch, which read 10:40, she wondered once again why she was even bothering with Spike. Yeah, it felt exciting and dangerous, but Spike was bad! He was an evil, evil man. Well vampire.

"Ahhh!" she yelled out in exasperation. Some students walking by shot her a strange look and she stuck her tongue out at them. That decided her, she was going to see Spike tonight and nobody and nothing was going to stop her. Finally off of the college campus, Willow hurried to the alley where her and Spike had passed out the night before. She was a few blocks away, but she was already on edge. This part of town struck fear into her bones, she didn't even think she had a stake with her, not like it'd do anything useful. Her unease just kept on rising, especially when she arrived where they planned to meet and he wasn't there.

Typical, she thought, sliding into a sitting position next to the wall. She'd wait a few more minutes, maybe he was just late. Willow sighed, running a nervous, shaky hand through her hair. Why did she even think he would show up? Nobody wanted her, not even a dead, British vampire.

"Think I'd stand you up, Red?" Spike appeared from the shadows, cigarette in hand. His blonde hair was sticking out a bit haphazardly, his pale skin even paler and dark circles under his eyes. He looked like he didn't feel good.

"Are you alright, Spike?" Willow asked as she glanced up at him. She felt kinda bad for him. She'd forgotten about the whole no bitey deal. "Can you um bite?" Willow asked, making a 'grr' face at him. He sighed heavily and sank down next to her, looking rather depressed.

"Sadly not, believe me I tried until my head felt ready to split in half. It's settled then. I'm pathetic," he put his head in his hands and Willow felt really bad for him. She hesitantly reached her hand out and patted his shoulder. He unconsciously leaned into her hand and shivers went up her spine. She couldn't help but be excited about doing something she really shouldn't.

"You're not pathetic. I mean hey, you still look pretty darn scary. You could have animal blood, maybe talk to the butcher? I know it's not what you want, being a vampire and all, but it has to be better than wasting away into nothing right?" Willow tried to comfort the unhappy vampire.

Spike shot up from his place on the ground and whirled around towards her, "And be a bloody poof like Angel?" he asked, scorn dripping from his voice when he spoke of his sire. "I guess it's better than nothing. Want to tag along, ducks?"

Willow shrugged and stood up to follow him, figuring she had nothing better to do, and his current state was making her forget he was evil. They walked in silence all the way to the butcher shop, which was closed, but Spike busted down the door and drank his fill of blood while Willow glanced around nervously. It was scary seeing his vamp face.

"C'mon, let's go to the Bronze, you like that place don't you, Red?" Spike offered, figuring he could get her drunk and have his way with her. In her current state, it would be pretty easy. He felt her eyes on his face and shifted uncomfortably. She reached into her bag and pulled out a tissue, placing it by his mouth.

"You missed some," she explained while she wiped off excess blood from around his mouth. They couldn't go to the Bronze with him all bloody looking. Satisfied with the results, she tossed the tissue into the trash and smiled at him. He looked much better after drinking all that blood. The dark circles under his eyes were less noticeable, and he was back to his normal amount of paleness.

"I would like that. Going to the Bronze, I mean." Willow said and he placed his arm over her and they walked out, towards the club, the only half-way decent joint in Sunnydale. Spike grinned to himself, repeatedly telling himself he was grinning because she was easy to coerce into a 'date' with him. He figured it was considered a date. Alcohol and dancing was a date right? Willow was practically glowing next to him, she was enjoying somebody finally paying a little attention to her, it was all she wanted, just a little attention every once in a while.

Behind them, a large, slimy demon watched their retreating figures disappear around the corner. Disappointed in the delay, but smart enough not to head further into the more populated area of Sunnydale, the demon sulked back to its lair in the sewers, biding her time until she could enact her revenge.