Xander's car hadn't left the driveway before Spike turned to Willow with a raised eyebrow and that sexy as sin grin. "So I'm sex on legs, am I?"

Willow wondered if the glittering tribal designs on her skin were pink, as she felt the heat rush along her skin. Stupid, annoying, gorgeous, flirty vampires! Homework, Willow. Just focus on what you have to do for class and try not to think about the vampire standing... so... close... Stop it! Homework! Think of homework!

The redhead shuffled over to the coffee table where she had left the books for her literature class. She let her mind clear of everything except the task laid out in front of her, not hearing Spike move around. She had just begun to think that maybe he had decided that she wasn't worth bothering when she was spun by strong hands to meet intense blue eyes.

"You think I'm good looking, pet?"

Willow wriggled away from Spike's grasp and turned back to her notes. "S-Spike, y... you have to know that... well, that... Come on, Spike, you know you're gorgeous."

Willow thought she heard a small sigh, and looked up from her notes in time to catch the end of a shrug. "You're telling me that no one has told you how you look?"

"Like one of the girls I was in the middle of draining? Not bloody likely, pet."

"What about Dru?"

"What about her?"

"Didn't she ever tell you anything about the way you look?"

"Used to call me her `pretty pet', but she only had two words for things like that. You were either `pretty' or `nasty'. Sometimes, for variety, she'd throw in `smelly'.

"Really?"

"Really." Spike traced the backs of his fingers along Willow's cheek. "You were always `the pretty tree', and Buffy was either `nasty slayer' or `smelly slayer'."

"She smells to vampires?"

Spike dropped his hand in favor of finding the pack of cigarettes in his pocket. "I think it had more to do with the musk stuff she used to wear."

"Yeah, it was a little strong."

"A 'little'!" Spike blew a long stream of smoke out as he chuckled. "Smelled like a cheap French whore's more like it."

Spike nodded sagely to himself even as Willow's shocked laughter burst from her mouth.

"Spike, even though I hate what she did, she's still my friend. I'm angry and appalled, but I can't stop loving her just like that." Willow snapped her fingers to show how quickly `that' was.

"I know that, Red. It's one of the things I like about you."

Willow smiled softly and went back to her outline.

"Just how attractive am I, pet?"

"Ugh!" Willow threw her notes down and stepped over to the grinning vampire. "Here!"

Touching her forehead to his, Willow pushed a picture of what he looked like at that moment into his mind. Willow would have liked to have seen the look on his face, but that would mean breaking contact. Without that, Willow doubted she could keep the borrowed mental picture going, so she simply stood and waited.

It was a full ten minutes before a harsh whisper came from the blonde. "Do I always look like this?"

Willow gave the barest shake of her head, sending forth the memory of the first time she saw him, not realizing until too late that the feelings the accompanied the memories were also going out.

"You were frightened, weren't you pet?"

"More than ever, and that was two years after Buffy came, so that's saying a lot."

Spike pulled away from the redhead, and Willow was shocked to see a solitary tear trailing down his cheek. Before she could comment, he stepped past her and picked up her discarded notes. "So, what's this then?"

"My assignment for Women In Literature. I'm supposed to describe what I got out of the book, and if I agree or disagree with the author's philosophy."

"Shouldn't be too hard for a smart bird like you."

"Well, it would have helped if I had actually read the other books."

"Shirking your school work?" Spike clucked at her as he grinned, moving to sprawl out in one of the easy chairs with one of the books. "Won't that get you into trouble?"

"Hey! I read the assigned book, I just didn't read the books on the book. Besides, I don't really have to go to classes. As long as I'm there for all the tests and the assignments get turned in on time, no one cares."

"I could go to school if they were all like that."

"You can take a lot of courses online now, too."

"Really," Spike never looked up, but Willow could tell the vampire was trying to hide his interest behind the indifference.

"Maybe I'll show you sometime."

"If you want to, pet."

It was two hours later, just after nine, by the time Spike and Willow finished discussing the works they'd read. Willow was making notes in a shorthand that she repeatedly assured Spike that she could understand, having decided that Atlas Shrugged was one of the better books she'd been assigned in the class. With any luck, I'll have this whole paper finished by Tuesday or Wednesday.

Spike stood from his chair and moved to the door of the living room just as the front door was thrown open unceremoniously. Buffy was through the opening before the door bounced off the wall and swung closed on its own momentum. She didn't even pause to look at Spike, now standing fully in the foyer in front of her, before spinning to glare at Willow.

"I cannot believe you did that!"

"I sent you somewhere safe." Willow's voice was small, and she hated that she sounded so much like the mouse that she had been when the blonde had first arrived in town. "I just needed you to go, and you wouldn't."

"I don't want to hear it. I just don't need you showing off like that."

"What the hell are you prattling on about, Slayer?" Spike had retrieved another cigarette and lit it while Buffy was talking.

"She's already got everyone running around researching why she's changing colors and trying to figure out what's going to happen next." Buffy turned back to the redhead. "I don't need you keeping Spike here on top of everything else."

"I'm not keeping him here. Spike can leave whenever he wants to."

"What makes you think she's keeping me here, Slayer?"

"You weren't at our usual place." Buffy pouted prettily for Spike's benefit. "She has to be using magic or something to keep you here."

"Actually, Buffy," Willow moved to stand just in front of Spike. "He was helping me with my homework. Didn't you hear him earlier? He doesn't want anything to do with you."

"I can fight my own battles, luv." Spike's voice was soft, keeping the words from hurting the small redhead.

Spike gently moved the small redhead to stand behind him, shielding her with his body. "I'm tired of never being the one that the person I'm with really wants. I'm sick of being used as a substitute or a punching bag! I'm through, okay? Do you hear me? Done."

"You should be happy with what you get!" Buffy looked the vampire up and down. "You're not worth caring about, let alone loving. I can see why Dru always had a candle for Angel. You're nothing compared to him."

"Go to hell!" Willow was stunned at her own outburst before she shook it off and moved to stand fully in front of Spike's motionless body. "Spike is ten times the man Angel ever was, and more than one hundred times the demon. You're just pi... mad that Spike can care without a soul and Angelus was an unfeeling bastard. If you can't at least be civil to Spike, then you need to leave him alone. That's starting right now. And, if you can't grow up and not be a bit... bad person about this, then you need to get out of my house. You're not welcome here."

The front door opened with a wave of Willow's hand and the blonde slayer turned and left with a huff.

Willow went to the window, making sure that Buffy seemed to be leaving this time. When the small blonde was about to turn the corner, a near roar brought Willow around with a shriek of fear trying to fight its way past the lump in her throat. It took her a moment to process the scene now in front of her.

Spike was leaning against the wall in full game face. His hand and wrist were hidden behind the layers of paint and drywall he'd just made a rather large hole in. Blood tinged tears slid down his cheeks, shoulders shaking in great, silent sobs.

"She's right." Spike's mumbled words were spoken against the wet surface of the wall.

"What?"

"Buffy," Spike put his forehead against the wall and gazed at his boots. "She's right. I'm not worth more than a shag here and there, or to take anger out on."

"No, Spike," Willow rushed to the sobbing vampire's side and pulled his bleeding hand from the wall, wincing when she caught sight of the broken stud and dented cement inside the hole. "She's being a petty, vindictive bitch. She said those things to hurt you, to make you think that you deserve whatever she says and does."

Willow eased the two of them down to sit on the floor just in front of her door, keeping her arms securely wrapped around the blonde's body. She was able to maneuver her legs so that he rested between them while her back was pressed to the wall behind her.

"You're one of my best friends, Spike. I'm not going to let you keep going on this self destructive kick you're on. I've been in that self-hating hole, and it's not for you."

"I can't do it."

The words were spoken softly, against her shoulder, but Willow heard them clearly enough to catch the desperation in them. "What can't you do, Spike?"

"I can't be here, be confronted like that all the time, and not do something that I'll hate myself for."

"Then let's get out of here." Willow brightened at the idea.

Why not? I sure as heck deserve a bit of a break after everything I've done over the past year.

"You mean, run away?" Spike had pulled away from her shoulder to look her in the eye, but his body still rested in her loose embrace. "Just like that?"

"Well, we can run away for a little while. I have to be back in time to turn my History paper in on Tuesday, but it's only Saturday night. That gives us a little while to get away and let you just decide what you want to do."

"You'd do that for me, luv?"

"I'm *doing* that for you. Now get up so we can go pack, you heavy vampire."

"Where did you say we're going?" Spike poked his head through the door to Willow's room, grinning at her mock glare.

"I didn't say where we're going, and stop trying to trick me into telling you!" Willow's giggle made Spike's smile widen.

"Aw, c'mon pet," Spike hefted Willow's small suitcase and book bag along with his own duffle before the two headed down the stairs. "Tell your bestest pal where he's bein' whisked away to."

Willow's only response was to shake her head before they began placing the bags in the trunk of the car, having to try three times to get it all in around the rather large cooler of blood. Spike stopped more than once to tell her that the Desoto could easily have been packed, but Willow nixed the idea each time it was brought up.

"Spike, I can't see to drive that thing."

"I'll drive. See? All fixed."

"Huh uh! I'm surprising you here, buddy. Knowing where we're going does not a surprise vacation make."

"Wait." Spike's face was a mask of sudden horror. "We're not going to see Peaches, right?"

"I can assure you that we are not going to see Angel. We're going in the opposite direction, even."

"So we're going south, then. Inland or coastal?"

"Get in the car, Spike."

"Spoilsport."

"Don't I know it? Now, are you going to get in the car, you big baby? Or am I leaving without you?"

Spike hurried to slide into the front seat, checking that there was a thick blanket handy should he need it. "You do realize that we're stopping for road munchies, right?"

"What kind of trip would it be if I didn't?"

The two friends laughed as they left Sunnydale, stopping at the first mammoth gas station they saw. Well stocked up on sugar in every form they could think of, Willow directed the car toward the coast. Spike tried to ask questions, but finally decided that singing along to the radio was more entertaining.

Two and a half hours later, just after 11:30, the sedan rolled to a stop in front of a large Victorian house set back from the road. It's back was skirted with balconies, and its front was adorned in numerous trellises of climbing roses. The heady smell of the pink and red blossoms surrounded the two of them as they slid out of the car; Willow moving to pull the bags from the back as Spike took in the ocean view under the crescent moon.

"It's beautiful, luv." Spike had taken the bags from Willow's hands and carried the cooler under one arm.

"Isn't it?"

The two had just stepped up onto the covered porch when the door was pulled open. A tall, amazingly thin woman with perfectly blue scales stood just inside. She flashed a smile full of small green teeth before moving to shake Willow's hand and nod politely to Spike.

"Welcome to the Blue Shell." The woman noticed the bags and cooler Spike was carrying, and gave a sharp whistle. A moment later, a smaller blue person appeared. "Take their things up to the dark room, Croman."

"Yes, mama."

"Thank you for taking us on such short notice."

"It was no problem. We don't get a lot of calls for vampires, especially not up from Sunnydale. When someone from the Hellmouth calls, we try to be accommodating."

"A room for a few nights is more than enough, thanks." Spike shifted from foot to foot in the cool comfort of the porch.

"Sorry about grumpy Gus here," Willow inclined her head in Spike's direction. "He's a little hyper active, and being stuck in a car for the last two hours hasn't helped."

The owner of the bed and breakfast simply giggled lightly and motioned the two to follow her. "Please come inside. My name is Keemara, and, if you follow me, I'll show you to your room."

They followed the demon's lithe form into the foyer, past an open arch that lead to a large common room, and up the staircase that was situated to the left of the door. Walking along the hallway at the top of the stairs, Willow smiled at the large mirrors and antique furniture. They came to a stop at the end of the hall, just outside a door in a squared off corner.

"The entire top floor will be yours. We were going to turn it into two separate rooms, but, as I said, we don't get a lot of vampires staying, so it was more of a waste of money."

"Sounds good to me, ducks." Spike eyed the spiral stair revealed when Croman reappeared through the door. "We're just looking to get away from pretty much everyone for a bit."

"I know the feeling." Keemara smiled softly and handed both Willow and Spike a key to the door behind her. "I know you're probably tired and droopy from the ride, so just come and sign in after you're all settled."

"Thank you, I will." Willow couldn't help but feel attached to the other woman, though she really couldn't figure out why. Spike didn't seem to share her feelings, as he had already disappeared up the steps before Willow remembered to ask something important. "Oh, about my magic-"

"I've spoken to the other guests, there are only three, and none of them will have a problem with your type of spell." A soft chuckle accompanied the next words. "One wanted to know if you could see something for him."

Willow found herself a little uncomfortable, though curious as to whether or not she could actually do something like that. "I could try. I'm really new at this vision thing, and haven't tried to see anything that didn't apply to me or someone I'm close to."

"I'll let him know. Who knows? This could be your ticket to fortune and fame."

Both women laughed as they parted ways. Willow to follow Spike up the winding stairs, and Keemara back the way they'd come.

Willow gasped at the sight that greeted her as she made the last circle of the wrought iron bar that ran from floor to ceiling. The huge room had obviously been decorated with a vampire in mind, but Willow felt calm settle like a mantle around her shoulders as she took in the furnishings.

A large bed was situated in the center of each far wall, leaving the space between open for a small kitchenette on one side. The other side, the side that faced the water below, held a fireplace nestled between two great french doors, the heavy black drapes of which had been pulled back to let in the view of the waves crashing into cliffs. In front of the grate, a large sofa and two chairs sat clustered around a black metal and glass table.

The carpeting was a deep, deep red. The heavy drapes on all the windows were a solid black, reminding Willow instantly of the black t-shirt and red over shirt that Spike favored. The furnishings were all of a deep mahogany, accented with fabrics in black and varying shades of red. Even the canopy frames on the beds were wound with red and black gauzes and velours.

"Nice one, Red." Spike's voice from behind her caused Willow to jump a little.

"Don't do that! And thank you."

"No, I'm thinking that I should be the one doing all the thanking here."

"Well, if you insist." The redhead tossed her head and then held out a hand in a haughty gesture. "Go ahead. I'm ready."

Spike chuckled at her theatrics, and Willow tried to will away the tingling in her stomach at the sound. The vampire slipped long fingers under her knuckles, bending to brush a light kiss over them. "Thank you, Lady, for all you have done for me."

Willow dissolved into giggles at Spike's courtly manners before grazing a kiss over his angled cheek. "I'm going to take a shower. I feel grimy."

"You do that, pet. I'll go down and get us all checked in. Want me to get you something not prepackaged while I'm about?"

"Sure. I'm sure there's something around." Willow dug the keys to her car from her hip pocket and tossed them to the vampire.

"What's this, then?"

"Spike, it's a bed and breakfast." Willow dragged out her pajamas she'd packed before retrieving the bag containing her shower essentials. "There isn't any room service."

"Good point. Been a while since I stayed in something like this. I'll ask the blue bint about a good place for human food."

"Please don't call her that to her face."

"Just teasin' pet." Spike had pulled the leather of his coat back onto his shoulders, and gave her a smirk.

"Oh, bleh!" Willow heard Spike chuckling as she shut the bathroom door.

Twenty minutes later, Willow emerged from the steaming bathroom to find Spike laying out her dinner for her on the coffee table. "Didn't know which bed was whose, and you've been sitting the same way for hours in the car. Didn't want you hurting at the kitchen table while you tried to eat."

Willow smiled at his mini-babble and began the slow task of working the knots and twists out of her hair. "Thank you, Spike. You didn't have to drive all over looking for Chinese, but thank you even more for doing it."

Spike moved her to sit on the couch and handed her the little plastic fork that came with the order. Sliding behind her, he sat on the back of the couch, resting one leg to either side of Willow's back. "Was the least I could do. Now eat your chicken before it gets cold and hand me that comb."

Willow happily complied, surprised to find that Spike was amazingly gentle and patient as he worked steadily at all the damp knots in her hair. I wonder if that says anything about what he'd be like in bed... Great Willow. Way to not think sexy thoughts while on this trip.

Once the knots were all worked out, Spike set the comb down and picked up the brush that had been lying on the couch beside Willow's leg. Three strokes of the stiff bristles later Willow had to force down the bite of rice in her mouth.

If Spike noticed that she had completely stopped moving, he didn't let on. He continued to run the brush through her flaming tresses, sliding his free hand behind to smooth down the slightly damp curls.

"Mmmmhhh," Willow's mouth had dropped open just a bit, and she didn't have time to stop the moan before it was out.

Spike didn't stop his movements as he chuckled. "It's good for me, too, pet."

Well, there goes trying to play it cool. Willow let her forearms rest against her knees as she slumped in self-defeat. How am I getting through the next two days without doing something incredibly stupid?