Spike was holding her. The smile glued to his lips wouldn't go away. He looked at over at her and she was asleep, so beautiful and peaceful in his arms. He didn't want to move, didn't want to wake her, but he got up anyway and went and took a shower. After he was finished, he came back downstairs with a towel around his waist and she opened her eyes. she looked around her and then sat up quickly.

"Hey, pet" he said with a smirk. She looked at him and then looked away.

"Hey" she said quietly, looking around for her clothing.

"Something wrong?" he asked.

"Yes. One, it's morning and I'm not home, and two… we shouldn't have done this" Buffy said getting up.

"Oh no?" he asked stubbornly. She looked at him sternly and he removed the towel from his waist so he could get dressed. She looked away. "There's nothing here you haven't seen before, luv."

"Don't, you know that… this…I don't know why…" she tried to explain. He sighed with frustration as she put on her clothes. He put on a pair of boxers and black jeans and walked over to her.

"What are you saying? That you regret it?" he asked.

"Yes" she said and then saw the hurt look on his face and changed her tone. "I mean… it was… amazing, but it isn't right. I should have never…"

"Right" he said and went over and put on a shirt. "Let's just… I don't know, forget I guess" he said and then looked over at her. "I can't."

"I can't either. Not forget, but it can't happen again. I cheated on Riley" Buffy said guiltily.

"Look… what we did last night, it… it meant so much to me. I don't know if it meant a lot to you, but it did to me. I just wanted you to know that" Spike said. Buffy smiled at him.

"Thank you." With that she walked out.

Buffy went home quickly. She didn't know how much trouble she was in with her mother, but she just wanted to get home. She walked in the house quietly incase no one was up yet, and, much to Buffy's relief, no one was. She tiptoed into her and Faith's bedroom and shut the door behind her quietly.

"There you are" Faith said, which startled Buffy and she quickly turned around to face her sister.

"Faith, w—what are you doing up?" Buffy asked.

"Maybe the question should be where the hell have you been all night?" Faith asked.

"Mom, oh god, I'm in so much—" Buffy began.

"No you're not, I covered for you" Faith told her.

"You did? Thank you" Buffy said gratefully.

"Now, tell me where you were" Faith said.

"I can't" Buffy said.

"Oh, yes you can, B, I'm not just your sister, I'm your best friend. Plus, I covered for you. So tell me, were you with Spike?" Faith asked.

"Yes" Buffy said. "I… we… I slept with him."

"Oh my god, are you serious? How was it?" Faith asked, completely and happily shocked.

"Faith, that's not the point, it shouldn't have happened" Buffy said, going over and flopping on Faith's bed, laying on her belly and burying her head in one of the pillows.

"Well, was it good?" Faith asked. Buffy looked up at her and smiled a bit.

"Mind-blowing" Buffy said and Faith smiled back at her. "God I feel so… so bad. I mean, how could I have cheated on Riley?"

"Forget about Riley. Look, sweetie, I love you and you deserve someone that will make you happy, and that's Spike. Come on, you have to know that" Faith said.

"I… no" B1uffy said and Faith sighed.

"Whatever you say, sis, but I know you better than that" Faith said.

"I'm going to take a shower" Buffy said and went into the bathroom. She took her shower and went and laid down. She couldn't stop thinking about Spike and what they did.

Spike was thinking of Buffy also. He couldn't stop smiling. He never imagined that they would sleep together. It was so amazing. He got up and went to the phone and dialed Buffy's number.

"Hello?" she answered.

"Hey, luv" he smiled.

"What do you want?" she asked, he could hear the irritation in her voice.

"Is that any way to treat the fella you fu—" he began.

"Don't even say it" she warned.

"Look, I need to see you" he told her.

"No, I'm not comin over there" she said. "I have a date with Riley."

"Oh, so what? You use him for the good image and use me strictly for sex, is that it?" he asked, though, he had to admit he had the better deal.

"No, we're not doing it again, ever" she said.

"Buffy…" he tried.

"Look, I have to go okay? See ya later" she said quickly and hung up the phone. Spike sighed when he heard the click of the phone and the dial tone right after. Frustrated, he hung up his end too, grimacing. How could she just shut him out like that after what they did? After all, she was the one who initiated it in the first place. And now she was pretending like nothing happened?

"So, B, who was that?" Faith asked.

"Spike" Buffy said.

"What'd he want?" Faith asked.

"Nothing" Buffy said.

"Well, obviously it's something, you're all upset now" Faith told her.

"He just… he's making more out of our little indiscretion than it is" Buffy said with a sigh.

"Well, maybe you're not making enough out of it. I mean, it isn't like it was just a kiss, you slept with him" Faith reminded her.

"I know, but it was… it should have never happened" Buffy said.

"Well, it did" Faith said and Buffy glared at her. "Are you going to tell Riley?"

"Why the hell would I do that?" Buffy asked.

"Because you did cheat on him, so…" Faith said.

"No, if he knew he'd break up with me" Buffy told her.

"Well, you have Spike" Faith told her.

"No I don't" Buffy said with frustration.

"Okay, but I still say you're in denial" Faith said.

"I am not in denial, and this conversation is over" Buffy said and walked downstairs, Faith following, Joyce was now up and sitting at the island with the paper and a cup of coffee.

"Morning, girls. Buffy, do you feel better?" Joyce asked.

"Uh… better?" Buffy asked, looking at Faith with confusion.

"Yeah, remember, B? You were feeling sick last night" Faith told her, giving her their 'I told mom a story to cover for your ass so don't screw it up' look.

"Oh, oh right. Uh, yeah, I'm feeling better, a lot better" Buffy said.

"Good, well, I have to go to work. See you girls later. Watch your sister" Joyce told them and left. Buffy sighed with relief once their mother was gone.

"Thanks for the cover" Buffy said.

"No problem" Faith told her and went into the living room, plopped down on the couch and turned on the TV.

"Um…. I'm going to go out for a while, you'll watch Dawn?" Buffy asked.

"Sure, where ya going?" Faith questioned.

"To talk to Spike. I want to make sure that he's not gonna tell anyone about what we did" Buffy told her, putting on her jacked and grabbing the keys off the key rack.

"Okay, see ya later. Good luck" Faith said.

"Thanks, bye" Buffy said and left. She drove over to Spike's house, realizing she was feeling really nervous. She didn't really know why she was so nervous and it bothered her. If she really didn't feel anything for him and what they did was a one-time mistake that would never happen again, why was she so apprehensive to have a conversation with him? One she parked in the driveway, she walked up the stairs and knocked on the door. Spike answered a few moments later and smiled at the sight of her.

"Hey, luv, what brings you over here?" he asked.

"We have to talk" Buffy told him. "Can I come in?"

"Sure" he said and let her in.

"Is your dad home?" Buffy asked, looking around.

"In his study. Why?" he asked her.

"Let's go down to your room" Buffy told him, taking him by the arm and leading him to the basement stairs.

"Plannin on takin advantage of me, Goldilocks?" Spike asked, raising an eyebrow at her.

"No, of course not. I just wanna talk in private" Buffy told him, moving ahead of him down the stairs. He rolled his eyes at her apparent lack of humor at the moment and followed her down to his room.

"I was joking, luv. Not that I'd stop you if…"

"I don't" she told him, crossing her arms over her chest. He went over and sat on his bed, leaning against his headboard with his arms behind his head.

"What's up then?"

"You can't tell anyone what happened last night. Not anyone" Buffy said.

"And why not?" he asked stubbornly.

"Becau—damn it, are you trying to punish me or something?" she asked, getting angry.

"No, just don't know why you're so determined to make yourself believe that nothing happened last night" he told her matter-of-factly.

"I acknowledge that something happened last night—"

"More than something, pet. We had sex, which, if I remember clearly, you initiated" Spike reminded her and she sighed.

"Okay, I know that, but I…" she trailed off when he came closer.

"You want me" he whispered.

"No, no I don't" she said back. He came right up to her, so that they're lips were inches apart.

"Then stop me" he told her, kissing her hard on the lips. She went to push him away, but stopped as his tongue crept into her mouth. She grabbed his shirt, pulling him closer to her as their tongues mingled. After a few moments, he broke the kiss, looking in her eyes. Her eyes glistened with desire and her cheeks were flushed.

"Give in" he whispered. She looked at him for a moment and then pulled him into another fiery kiss. He lifted her up and carried her over to his bed, laying her on the pillows. He crawled over to her and she pulled him on top of her, putting her arms around his neck as he kissed her again. She let a moan escape from her mouth and in to his. He broke the kiss again, suddenly realizing they needed to breathe.

"Tell me you want me" she told him and he smirked at her.

"I always want you" he whispered, burying his face in her neck. She giggled a little and then gasped as he found her spot, kissing and sucking on the place where her ear meets her earlobe. Closing her eyes, she squeezed his biceps as he continued kissing her neck. After a minute or so he stopped to look at her. She smirked at him and he returned the smirk and moved his hands to her waist, unbuttoning her jeans. She arched her back so he could take them off and he did. Once her pants were off he moved back up to her, crashing his lips on hers again.