A/N Set between 4x8 'Pangs and before 4x9 'Something blue'. It is Willow and Buffy's turn to watch Spike for the night and his presence sparks a conversation between them. I thought it would make an interesting background to Willow's wish in 'Something blue'. Enjoy.

Girl talk

Willow leaned forward on her bed in their dorm room, that smile on her face that she always wore when she was talking about something a little bit risqué. Her voice dropped to a whisper.

"Aren't you just a little bit...curious?"

Buffy gave a half laugh, half outraged gasp from her own bed. "Willow!"

Willow gave her one of those looks, those 'come on now, tell me the truth' looks.

"No! No I am not curious about..."she couldn't even finish the sentence, her eyes glancing towards the third figure in the room, securely tied up and thankfully sleeping, "...that."

"Really?" Willow gave a confused frown, her eyes also landing on the sleeping vampire. "But he's so...I don't know what it is..."

Buffy smiled affectionately at her friend.

"Wow Will, I wouldn't have put you down as liking the bad boys."

"It's not like that," she protested and then shrugged self-consciously, "I think there's this side of him, you know, that he doesn't tend to let us see. You especially."

Buffy raised her eyebrows, "Really?"

"Yes!" Her insistent tone broke through, it came out so rarely, particularly these days since Oz had left. She lowered her voice again. "So when he kidnapped me and Xander that time he was just so cut up about Drusilla leaving him – I think he really loved her, you know – and then when he came here to kill me and couldn't and I was feeling all rubbish 'cause Oz had, you know, left, and he was really reassuring..." at Buffy's expression she trailed off.

"Will, can you hear yourself? Kidnapped you, tried to kill you, does that not put you off?"

Willow shrugged again. "Sure he's got a few issues with the whole killing and eating people thing but so did Oz."

There was an uncomfortable silence. Willow broke it.

"Come on," she wheedled, "you've never thought about it?"

Buffy shifted uncomfortably and looked away with a small smile.

"Well..."

"I knew it!" Willow exclaimed excitedly with a vigorous point of her finger. Buffy gave her a warning look and she dropped her finger. "Sorry." The smug smile remained on her face though. They both glanced at the sleeping figure but he didn't stir.

"I sometimes imagine," Willow whispered, "that we've been left alone together, after a big fight against other vampires or something, and he's protected me, and then he kisses me."

Buffy widened her eyes, "You got it bad Wills!"

Willow shook her head emphatically, a sad smile twisting the corner of her mouth. "Not really...because then Oz comes in and beats him up for daring to lay a hand on me and then Oz and I...well...you know..." she trailed off slightly embarrassed and then turned the tables.

"What do you think about?" she prompted, eagerly leaning forward. Buffy smiled and shook her head at her friend's daring.

"Nothing as specific as you...but...you know," she glanced again at the blonde head, "he's around a lot these days and he's not un-attractive." She shrugged, "I...notice, sometimes." She amended quickly, "but then he opens his mouth and I just want to hurt him – badly."

"That's fair," Willow nodded.

Buffy was studying their unwanted guest with a far off look in her eye. "He certainly has an appeal, that whole 'I'm sexy and I know it' overconfidence thing."

Willow nodded in agreement before adding, "Just so you know Buffy," her friend looked at her earnest expression, "I would never...This is all just girl talk...you know?"

"Oh God, yeah, I know," Buffy reassured vigorously. "Neither would I."

"And why on earth not?" They both jumped as the British accent spoke from the allegedly sleeping figure. "It all sounds like an excellent idea to me." Spike twisted his head to look at them with sharp blue eyes. "Except for the getting beaten up by the Werewolf ex part."

Willow turned a panicked expression to her friend but Buffy was completely calm.

"Why are you awake Spike?"

"It's night time," he replied smoothly, "and my ears were burning."

"Well I don't see why," Buffy shrugged. "We never mentioned your name. That's so typical of you Spike that you arrogantly think we were talking about you, as if we would."

"Sounded a lot like me," he replied in a low voice.

Buffy got to her feet and stalked over.

"You are not welcome here. We do not want you here. The only reason you are is because we are doing Giles a favour so he can get his house repaired. If you are so rude to be eavesdropping into our conversations then at least have the decency to get it right."

He tilted his head to one side, giving her his 'really? Is that the best you can do?' expression.

"I did get it right. You – are – lying."

Buffy took a step back and slapped her hands against her legs. "You know what? It's not even worth it." She turned to go back to the bed but again his voice halted her.

"Prove it isn't me," Buffy spun slowly on her heel and looked at him like he was an idiot.

"What?"

Spike regarded her languidly.

"Come back here and prove to me that you aren't..." he glanced past her to Willow, "...curious."

Willow blushed at the use of her word, mortification that he'd clearly heard the whole conversation spreading like prickling heat over her skin.

"I have nothing to prove to you Spike," Buffy snapped but Spike only raised his eyebrows.

"I didn't realise the Slayer was such a chicken."

Buffy rolled her eyes. "That isn't going to work on me."

"Okay," Spike shrugged and scrolled his gaze to Willow. "What about you Red? You still got that lilac top..."

Buffy stepped protectively in front of her friend who was stammering furiously.

"Leave her alone." She had her bossy Slayer voice on and she could hear it. Spike smirked. If his hands had been free he'd have folded them behind his head.

"Come over here and – make – me." His voice was taunting, deep and suggestive. Buffy felt a strange tug on her insides but resolutely ignored it.

"Fine," she snipped with a false smile and moved back over to him, "let's do it your way Spike." She stood in front of him so he had to tilt his head back slightly to see her face. "What were you thinking precisely?" She was daring him.

He tilted his hands at her. "Well you could untie me?"

She smiled, making her voice enquiring.

"But I thought you liked that kind of thing."

He was surprised, she had surprised herself, and the appraisingly look that he gave her in response wrenched her insides.

"Indeed," he murmured with a suggestive smirk. "Why don't you just untie my legs then? Let me stand."

Knowing he was unable to hurt anyone and couldn't run away while she was there to stop him, Buffy lowered herself to the floor, making sure her eyes never left his.

"You getting worried Slayer?" he murmured.

She broke eye contact long enough to grab the knife Willow brought over, before rapidly retreating to her bed.

"I've got nothing to be worried about," she returned as she started on the ropes. The movement of cutting caused her to lean against him and she felt him start. Her own heart rate shot up and she took a steadying breath before continuing. Every movement heightened her awareness of him. He wasn't even speaking so she couldn't even focus on that off putting part of his character.

As the last strand snapped Spike got to his feet so fast Buffy had to leap to her own to catch up, stumbling a little, which Spike used to his advantage. While she was still off balance he stepped forward, forcing her backwards with his body until she was against the wall. She raised a fist to hit him but he blocked it with his still-tied hands, his eyes meeting hers over the top of them with such intensity she felt her insides groan.

"What do you think you're doing?" she snapped.

He shifted slightly so she felt all of him against her, his weight gently pining her. Every nerve flared with fire. She internally berated herself for getting into this mess.

"Why aren't you speaking?" she asked suspiciously, hoping he couldn't hear the breathless note in her voice.

"When I open my mouth you want to hurt me, remember?" he replied smoothly, before moving his face closer to hers. "Just giving it a fair chance is all."

She swallowed hard. His blue eyes were catching her, compelling her. His gaze dropped to her lips, invitingly.

"Are you curious yet?"

His eyes were half shut. His voice was low, yearning, seductive.

"Well Slayer?"

Their lips practically brushed and tension crackled between them.

A cough. A quavering voice. "Erm...guys..."

The atmosphere shattered into thousands of shards. Buffy slammed her palms into the vampire so hard he fell back into his chair.

"Hey!" he protested with a yell.

Willow flinched from where she was still sitting.

"I wasn't sure I should say anything but things were getting pretty intense..."

Buffy ran a hand distractedly through her hair and gave her friend a grateful look.

"Thanks Willow."

"I knew it," Spike laughed gleefully from his seat. "You were curious." He dropped his voice low. "You liked it."

Buffy looked over at Willow again and shrugged, "...and now I just want to kill him again."

"You can try and deny it but it still happened," Spike taunted as she retied his legs, "you wanted me to...ow!"

She glanced up at him, pretending to look upset.

"I'm sorry, was that too tight?"

Spike merely smirked in a self-satisfied way.

"You wanted me."

Buffy rolled her eyes with a huff of breath.

"Oh pur-lease. Get over yourself."

Spike gave her a look and she returned it steadily.

"Want to go again?"

With no further regrets she dragged his chair into the closet and slammed the door on his protests.

"After tonight we are never having him over," she jerked her thumb at the closed door and Willow nodded vigorously.

"Agreed."

"Oh and Wills..." Buffy gave her friend a pleading look but didn't need to finish the sentence.

"Not a word. My lips are sealed." Willow made the zipping motion with her hands and eyed the yelling closet warily. "Not ever."