Buffy walked into the school, really unaware of where she was going. She was so tired. She had gotten pretty much zero sleep the night before. After the dream she had, she didn't want to be around Spike. She loved Riley and she felt guilty for having a dream about another man. She had told Faith that she wanted to walk to school. She just had to think – alone. Once she entered the school, she was met by all of her friends, including Spike and Riley.

"Hey, B, you okay?" Faith asked.

"Yeah, I just needed some time alone to think that's all" Buffy said and hugged Riley.

"You sure?" Riley asked.

"Mmm-hmm" Buffy said.

"Uh, Buffy, I wanted to ask you something. I absolutely suck at this retro dance/show dance thing we're doing in gym, not to mention all other kinds of dancing. Can you help me? You seem to be pretty good at it?" Spike asked.

"Uh… F—Faith's good too" Buffy said nervously.

"Not as good as you, sis. I told him to ask you" Faith said and Buffy glared at her, knowing exactly what her sister was up to.

"Oh… uh…" Buffy said, thinking about it.

"Well, what do you say? If you don't want to…" Spike told her, trailing off, afraid she'd say no.

"Um… sure" Buffy finally agreed. Spike smiled.

"Cool, say tonight" Spike asked.

"Okay" Buffy said and took Faith's hand. "See you guys later." She pulled Faith away from the rest of the gang so she could kill her in private.

"What's up?" Faith asked innocently.

"Are you crazy?!" Buffy asked.

"What are you talking about?" Faith asked, playing dumb. She knew very well what her sister was talking about, but tried to play it off.

"You volunteered me? What is the matter with you?" Buffy asked.

"What do you mean? You just said you didn't mind, and what's wrong with teaching him to dance?" Faith asked.

"I… nothing" Buffy gave up, not wanting Faith to know the real reason she was apprehensive.

"No, what's up? Remember, I know you better than anyone, I know when you're lying" Faith told her, crossing her arms over her chest. Buffy sighed, knowing she wasn't going to get out of this one.

"Okay, but you cannot tell anyone, and I mean no one, what I'm about to tell you. Not mom, not Dawn, not the gang, especially not Riley or Spike" Buffy said.

"Okay, agreed, what is it?" Faith asked.

"I had a dream last night, a—about Spike" Buffy said. Faith's lips curled into a smirk.

"What kind of a dream?" she smiled.

"A… a romantic sort of one" Buffy said. Faith's smile became bigger.

"So you are hot for him" she stated happily.

"No! No, it's just… I don't know why I had that dream, but I love Riley, okay, I do not have any feelings for Spike what so ever" Buffy said. She secretly wondered if she was trying to convince Faith or herself.

"Okay… so what was it about?" Faith asked.

"What? I'm not going to tell you what it was about" Buffy said, her face turning red.

"Oh come on, B. I'm your sister, your twin sister, please?" Faith begged.

"Look, nothing really happened. We just kissed… a lot" Buffy said.

"I think you two would make a great couple, you know" Faith told her and Buffy rolled her eyes.

"Stop it. We are not going to get together. I love—" Buffy began.

"You love Riley, I know. That's starting to become your theme song. Look, Riley's a nice guy, but… he's not your type" Faith said and walked away. Buffy frowned. Why was everyone so damned determine to break her and Riley up?

"Okay" Buffy said. She was in Spike's room and it was their first lesson. "Where should we start?"

"Slow dancing or fast?" Spike asked.

"You already know how to slow dance" Buffy told him.

"No I don't" Spike said.

"Spike, we danced together, remember? The first night you came here, we danced, and to a slow song. You did fine" Buffy reminded him.

"I got lucky. I was concentrating on my feet the whole time. I felt so stupid" Spike said and looked down, feeling self-conscious.

"Yeah, well I didn't notice. I thought you were a pro" Buffy said sweetly and looked in his eyes and caught herself. "Um… okay, if you want to do the slow dancing first that's fine. It's your call."

"So, do you want me to pay you for these lessons or something?" Spike asked.

"No, pay how?" Buffy asked.

"Money, or…" he trailed off. We could make out and do other things, he thought. "Um… I don't know."

"You don't have to pay me" Buffy said. "I'm happy to do it."

"Then why do you seem so irritated and tense?" Spike asked.

"I—I'm not" Buffy said. "Let's start, uh you got a stereo?"

"Yeah, over there, you pick the tune" Spike said. Buffy went over to his stereo and looked through his CDs. There were many bands, Metallica, AC/DC.

"The Sex Pistols?" Buffy asked, arching her eyebrow.

"What, we could dance to that. It would be kind of naughty but—" Spike said and Buffy put her hand up to cut him off, knowing where he was going.

"Uh, no" Buffy said. "Hey, I've never heard of… Blackheart, what's that?"

"Oh that's my band, well it was" Spike said.

"You were in a band before? I didn't know that" Buffy said and put the CD in the stereo.

"H—hey, what are you doing?" Spike asked nervously.

"I want to hear it. Maybe we could dance to this" Buffy said. "You don't have any slow music" Buffy said.

"All that stuff's Nancy boy music" Spike told her and she chuckled.

"No worries, I have that music. I want to hear this" Buffy said and pressed play.

"When you feel like your life is turning into nothing and you just want to feel something, all you got to do is, cause a little pain. Get rid of the torment that's been binding you. Cause a little pain, all you have to do is close your eyes and wish—" Spike's voice came loud from the stereo and after a while he turned it off.

"We can't dance to this" he told her.

"You have a great voice" Buffy smiled sweetly at him.

"Really?" he asked.

"Yeah, sexy" she said.

Sexy, did she just call me sexy? Spike thought to himself.

Sexy, did I just say that? Buffy thought.

"Uh, thanks" Spike said.

"U—um, I have some CDs. Uh, hold on" Buffy said and pulled out her CD case. She also had Metallica and AC/DC, but she had some girly music too, like Cher and Celine Deon. "Okay, pick." He looked at the girly CDs and smirked.

"Uh, wouldn't know… Celine Deon from… Faith Hill, pet. You pick" he said as he looked over her CDs.

"Okay, we'll start with faster dancing, Cher" she said and put the CD in the stereo and pressed play. "All right, come here." He obeyed and went over to her.

YOU'RE STRUTTIN' INTO TOWN LIKE YOUR SLINGIN' A GUN, JUST A SMALL TOWN DUDE WITH A BIG CITY ATTITUDE, HONEY ARE YOU LOOKIN' FOR SOME TROUBLE TONIGHT? WELL ALL RIGHT,

As the song began to play, Buffy began to sway to the music. She had both hands over her head and her hips were moving along rhythmically. She moved closer to him and he felt both nervous and embarrassed. She paused the song, seeing his hesitation.

"Come on, there's nothing to be embarrassed about. It's just you and me, and I'm not going to make fun of you. Now, all you have to remember is rhythm. You hear the beat of the song and move to it, watch" she said and pressed play again.

YOU THINK YOU'RE SO BAD DRIVIN' WOMAN FOLK WILD, SHOOT 'EM ALL DOWN WITH A FLASH OF YOUR PEARLY SMILE, HONEY BUT YOU'VE MET YOUR MATCH TONIGHT, OH THAT'S RIGHT

She moved closer to Spike and he joined in. Suddenly, he felt very comfortable with her.

YOU THINK YOU'LL KNOCK ME OFF ME FEET,

TILL I'M FLAT ON THE FLOOR,

TILL MY HEART IS CRYING INDIAN AND I'M BEGGIN' FOR MORE,

SO COME ON BABY, COME ON BABY,

COME ON BABY SHOW ME WHAT THAT LOADED GUN IS FOR

He was getting the grip of the whole dancing thing and they were doing very well. Buffy got caught up in the moment and so did he. They were practically groping all over each other.

IF YOU CAN GIVE IT, THEN I CAN TAKE IT,

'CAUSE IF THIS HEART IS GONNA BREAK,

IT'S GONNA TAKE A LOT TO BREAK IT,

I KNOW TONIGHT,

SOMEBODY'S GONNA WIN THE FIGHT,

SO IF YOU'RE SO TOUGH,

COME ON AND PROVE IT,

YOUR HEART IS DOWN FOR THE COUNT,

AND YOU KNOW YOU'RE GONNA LOSE IT,

TONIGHT YOU'RE GONNA GO DOWN IN FLAMES, JUST LIKE JESSE JAMES

They were both breathing heavily at this point, both because of the dancing and the heat of the moment. Suddenly, Buffy realized what was happening as they leaned in to kiss each other.

"U—um, I—I think that's enough for today" Buffy said. Did I just almost kiss him!? she screamed in her head.

"Oh, okay" he said, disappointed that she was leaving and that she stopped the kiss. Buffy turned off the stereo and got her bag.

"Uh, I—I'll see you tomorrow at school" she said and quickly left, leaving her CDs behind.

Buffy arrived home, panicked a bit. She couldn't believe she almost kissed Spike.

"Hey, honey, have fun?" her mom asked when she entered the house.

"What? Uh, oh, um, no—yes—no, uh… it was okay" Buffy said and rushed upstairs.

"What's her deal?" Dawn asked.

"No clue" Joyce chuckled. Buffy ran into her and Faith's room and slammed the door, leaning against it once she was in.

"Hey, B, have fun?" Faith asked.

"Why does everyone keep asking me that? It was fine" Buffy said and got her things for her shower.

"Did something happen over there? Did you two…?" Faith asked.

"No! Oh god, no! Why would you think that?" Buffy asked defensively.

"Don't sound so grossed out, B, he's hot" Faith said.

"I know—I mean… shut up" Buffy said and left the room. Faith looked oddly at her sister. After Buffy took her shower she came into the room, dressed in her Winnie the Pooh pajamas and got into bed.

"B, what's wrong with you?" Faith asked.

"Nothing, why?" Buffy asked.

"Well, you're going to bed and it's only eight o'clock" Faith said. "You're like allergic to going to bed early. What's wrong, are you sick? Mad at Spike? Mad at me? What?"

"Okay, but you can't—" Buffy began.

"Tell anyone, I know. Now tell me" Faith said.

"Okay, well, you know that I was teaching Spike to dance, which he's really good at actually. Anyway, we had the music going and… I almost, we almost… kissed" Buffy said. Faith's eyes lit up and she smiled.

"Oh my god, that's awesome!" Faith said happily.

"No it isn't. I'm with Riley, I feel awful" Buffy said, burying her head in her pillows.

"Honey, look, I wouldn't think it was a good thing if I didn't think it would be good for you. You deserve someone who can make you happy. In every aspect of the word, both mentally and physically" Faith told her.

"Okay, Faith, stop. Why do you want Spike and I to get together so badly? Do you want Riley or something?" Buffy asked, a little annoyed. Faith scoffed.

"Oh yeah, god I want him so bad. Yep, he's the one for me" Faith said sarcastically. "No, I just want you to be happy that's all."

"I am, so drop it" Buffy said.

"Okay, fine, but I'm telling you, you two would be great together" Faith said.

"Did you know Spike was in a band?" Buffy asked.

"Yeah, he got into Dingoes, I know" Faith said.

"No, not Dingoes, he had a band in England. It was called Blackheart" Buffy told her.

"Blackheart? Sounds like my kind of band" Faith said.

"He has a great voice," Buffy said.

"Hmm, well, Dingoes are performing at the Bronze next Friday night, I can see for myself. And, maybe you and Spike could do some of the dances you taught him" Faith smirked.

"I don't think so," Buffy said.

"Well, he's your friend, and he's in the band. If he asks you to dance it would be rude to say no" Faith said and smiled and Buffy turned off her lamp.

"Goodnight, matchmaker" Buffy said and rolled over and went to sleep.

Spike was sitting in his room thinking about the almost kiss between him and Buffy. God, how he wished she hadn't stopped him. He was breaking her down, though, he could feel it. All he had to do was get a little closer and he would have her. Just a couple more "dance" lessons and she would be his. He looked through the CDs she had left. He would take them to her tomorrow. Maybe her preacher boyfriend would get jealous and get mad at her. It wasn't that he wanted to hurt her; it was just that he wanted her so badly. He wanted to be with her. He picked up a pen and began to write. He was writing a song for her and he would sing it Friday night at the Bronze. He entitled it: To Be by Your Side.