AN: Thanks for the reviews :) I've never written Xander/Faith, but I thought it was a cute match for this story, so I went with it :) Enjoy!

~.~.~

Buffy woke to the smell of pancakes, coffee, and the slightest aroma of aftershave. Surprisingly, she had slept well the night before - despite the fact that she was on the hard floor in a sleeping bag next to Faith, who was not a still sleeper that night.

The night overall had gone nicely - Faith, after "making up" with Xander, had rejoined them and been helpful with Willow's dilemma; they had watched movies, mostly chick flicks with an odd action in between; but most importantly - they had shared secrets. It was nice for Buffy to feel like she could trust in someone other than Faith. Of course, Willow was only able to handle some of her secrets, hardly any of the more interesting ones. Willow herself hadn't had that many to share - aside from the ones about Xander.

Buffy was proud of Faith - she had overcome her fear of committment and put trust in the fact that not all men were out to hurt her.

Seeing Spike, but not being able to really see him had proven to be more difficult than she had originally thought. Knowing he was only upstairs, more than likely lying half naked - if not completely - in his bed had driven her a bit insane. But she had managed to distract herself with delicious food, and really, really bad acting.

Standing from her place on the floor, Buffy decided to investigate who was doing the cooking, and who it was for. She stretched as she made her way from the living room to the kitchen, yawning as she did. Normally, mornings were no trouble for her - but seeing as how she had fallen asleep not even four hours ago, things were different.

A smile formed on her lips when she stopped in the doorway. Spike stood at the stove, flipping pancakes like a professional.

"Those better be for me," she said, moving to stand behind him. She wrapped her arms around his waist from behind and leaned into him, kissing his neck softly. "I'm hungry."

Spike turned swiftly, in turn wrapping his own arms tight around her small waist. "As am I."

She smirked up at him. "I wasn't referring to that kind of hungry."

"You so sure 'bout tha' luv?" he asked, grazing her lips with his.

"I was... until you did that."

Spike moved to kiss her, but was interrupted by a loud bang.

"Jesus, since when was that wall there?" Faith asked, rubbing her head as she walked into the kitchen. She stopped when she noticed the two in an intimate embrace, then smirked. "My bad - feel free to go about your business, I'm just looking for some fuel."

Buffy smiled up at Spike before pulling out of his hold. "Spike made pancakes."

"Good looking and knows his way around the kitchen," Faith said, looking over at him. "You found yourself a keeper B."

"He'll do," Buffy teased.

"You wanna play it like tha'? Well then, look who jus' received an empty plate."

"That would be cruel... very cruel."

"Good morning," Willow greeted as she walked in, fully showered and dressed.

"How the hell did you manage to do all that? I could hardly stand, or apparently, walk," Faith said. "I still feel like my muscles are all tight and shit."

"I don't know how they could possibly be tight what with all the exercise they were getting last night," Buffy said, sending her a glare.

"What? I was anxious. When I'm anxious, I move."

"Anxious?" Spike asked with a raised eyebrow. "Now tha's a word I'd never thought of to 'xplain you."

"Not in a nervous way - in a "I want to kick some ass" way. Feel me?"

"Could we get a little more angsty in the morning?" Buffy intervined. "I wonder if Xander's awake... Faith, why don't you go check?"

"Not until I get some food in my system. I can't do it on an empty stomach."

Buffy glanced over at Willow in time to see her bright smile turn to a mortified frown. "I'll do it then... not it... just... check..."

Faith laughed. "I think we got it B. No worries, I won't hurt you."

"You mean you won't try," she said, standing. "I'm leaving before this gets violent."

"You mean you're running," Faith teased.

Buffy shot her a look over her shoulder as she left the kitchen. She took her time on the stairs, not really sure why she had volounteered to check in on Xander. Sure, getting out of a room with two very confrontational people had a part in it, but still - why? Oh well, she found Xander rather cute and amusing - in a very non-relationship manner.

After a quick knock on the bedroom door for warning, she stepped inside. Xander was lying back on the bed, his arms crossed behind his head, staring up at the ceiling with an odd, but comforting smile on his face.

"Hey," Buffy said.

He sat up and smiled over at her. "Mornin' Buff. How's breakfast coming? Spike told me he was making it, so I thought I'd wait up here until I knew it was safe."

"I'm sure he's a great cook, you're just jealous," she said with a laugh. "So I heard things went well for you last night."

She watched, amused, as his cheeks turned a shade of red. "Yeah, well..."

"It's okay, I'm not expecting any details, so we'll leave it there. Come on, everyone's waiting on you."

"Faith's awake? I figured her for more of an evening girl."

"Oh, she is... I wouldn't use the word awake, more like conscious."

He laughed before following her out of the room and downstairs to the kitchen. There was some kind of connection between them, a fast formed friendship - two very different people with a deep understanding for each other. It was nice, refreshing.

"Was beginnin' to think you'd run off with 'im," Spike said, smirking.

"I tried to convince her, but then she gave me this long speech on how she's in love with you, and while she admits to being undeniably attracted to me - it just wouldn't work," Xander said, sitting down at the table beside Faith.

"Good thing you didn't - then I'd have to hunt you down and break both of your legs," Faith said with a smile.

"Now tha' is somethin' I would pay to see," Spike said.

Buffy reached over to grab the maple syrup and began to smother her pancakes. She had heard what they were saying, but the only thing she was focused on in that moment was the food on her plate. Her stomach was extremely unpleased.

"B?"

Buffy looked up from her food, a forkful of pancakes already in her mouth. "Uh... yeah?" she managed to mumble.

"I was saying we should hit up the Bronze tonight," Faith said.

Buffy rolled her eyes. "I can't. I have a Biology test tomorrow, and I can already see a large, red "F" in my future."

"So what's the problem?"

"The problem is, I need to study... majorly. I'd much rather be seeing a nice, red "A", wouldn't you?

Faith shrugged. "I've never been good at those things, so I figured I might as well give up and count my losses."

"Great stradegy, kind of reminds me why I don't sit next to you in class," Buffy said.

"That can't be too difficult considerin' I'm never there."

"Which is why it surprises me how you're still enrolled."

"Have you seen the school guidance counselor? Reminds me of this guy I slept with once, real freak in the sheets if you know what I mean, he-... nevermind. What about you Will, you up for a little party?"

Willow's eyes widened briefly before she shook her head. "I can't... I really should study too."

"Study? You haven't even started classes yet."

"I like to be... prepared."

"Leave her alone Faith," Buffy warned. "Not everyone is destined for bartending."

Faith shrugged. "Tips are good."

"Need some help with tha' studyin' luv?" Spike asked, standing behind her. Leaning, he gently kissed the top of her head.

"Thanks, but I don't think we'd get much studying done if you came over... and Janie's already on top of me with Dawn issues... a quiet study night in with some sister-sister bonding is on my list. However, tomorrow night I'm open for business," she said, then blushed. "Oh God, that sounded really bad, didn't it?"

Faith smirked over at her. "Oh yeah - real bad. But we all know you'd never get down like that B."

"Are you calling me a prude?"

"Would you rather me call you a prostitute?"

"Good point..." she said. "But hey, we still have the whole day - why don't we go see a movie or something?"

A grin formed on Faith's face. "I have a better idea - road trip."

~.~.~

"This is... cozy," Willow said as she glanced back and forth from Faith and Xander. She sat squeezed inbetween the two in the backseat of Spike's car - Buffy had insisted she sat in the middle, unless she felt like sitting next to a pair of horndogs for the entire ride. It hadn't taken long for Willow to agree.

"There's another word I'd use for it..." Faith said with an evil smile.

Buffy turned from the front seat to scold her. "Watch yourself back there Faith or else there'll be some extra room soon."

"Will knows I'm just playing around, besides - she's not my type."

"She's kidding about that too," Buffy assured. "It helps if you plug your ears and go to your happy place."

"I'd like to-..."

"One more word out of you and this road trip is officially roadless."

"Jeez B, will you lighten up a bit? You're a serious buzz killer," Faith said. "Are we there yet?"

"'bout five minutes or so," Spike said.

"About time, I feel like I'm going to explode I've got to piss so bad," Faith whined.

"Well, that's what happens when you drink four energy drinks in one hour," Buffy reminded. "You do realize you're only supposed to have two a day, right?"

"Those doctors are full of shit - I could drink a whole box of those things and still be five by five."

"I bet you could. But let's not follow by your example.."

"I see it, I see it!" Willow yelled from the back.

Buffy turned back in her seat and saw that they were approaching the beach. It wasn't beach weather, it was the end of September, but there was no harm in a nice walk. It had felt like so long since Buffy had been to a beach - she hadn't been since her parents death a year ago. Dawn had bugged her a few times since then, but she had never gone - it brought back too many memories for her.

This was a big step, a part of her moving forward in life - and she knew that she wouldn't be doing it if Spike wasn't by her side.

"Right then, why don't we split and go our seperate ways, then come 'round in 'bout an hour?" Spike said as he pulled into the parking lot.

"An hour is all I need," Faith said, glancing over at Xander.

Willow cringed. "Can I get out now? ... please."

Buffy laughed as she opened the door and climbed out, flipping her seat down so the three could finally emerge from the crowded backseat.

"Freedom at last," Xander mumbled as he stretched. Faith was quick beside him, grabbing his wrist as she started to move away. "Someone's in a rush."

"Are you complaining?" she asked.

He shook his head. "Definitely not."

Buffy watched, shaking her head as Faith pulled Xander down over the rocks and along the beach, out of their sight.

"So, um, I'm just going to walk... that way," Willow said, headed in the opposite direction.

"You can come with us if you want," Buffy said with a smile. "We don't mind."

"No, no, you guys go on, be all couple-like. I'm fine by myself, I'll just... look at the rocks, and oh - maybe even find some interesting sea shells."

"Okay, well if you need us, call," she said, then took Spike's hand and they started for the sand.

"Thanks for tryin' to include her," he said, looking over at Buffy. "Means a lot tha' you don't jus' ignore her like most other people - 'specially to me."

"Don't be silly, Willow's my friend... I'm not just going to walk off and leave her like some other people," she said, then peered over at the blue ocean. "I wonder if the water is cold."

"'s one way to find out," he said, smirking as he glanced at her, then the water.

"Oh no, no, no, no. Don't you even dare if you value your life in any way," she threatened.

"Really think you can take on the Big Bad 'imself?"

Buffy rolled her eyes. "I wouldn't be so cocky if I were you - a petit blonde might take you down for that."

"Take me down?" he asked, clearly amused. "An' jus' 'ow would a petit blonde manage tha'?"

She shrugged. "I don't know... maybe like this," she said, throwing her body into his, landing them in the sand. She moved to straddle him, her legs pressing tight against his in a secure hold, her arms pinning his wrists above his head. "Gotcha."

"Wouldn't be so cocky if I were you," he said with a smirk before using his bodyweight to overpower her, reversing the hold. "My my, looky wha' I 'ave."

"I planned that," Buffy said in defense of herself. "I wanted you to be on top."

He leaned in closer, bringing his lips close to hers. "Well then, seems like an offer to me."

Buffy looked up into his eyes and smiled. "I don't have to offer you anything, I'm already yours."

Spike closed the small gap between them, pressing his lips and his body into hers. Buffy felt nothing but safe lying underneath him in the sand - but she also felt an insatiable desire to be with him. Every muscle in her body ached for him to touch her, every fiber of her being wanted nothing more than to share that precious moment with him - but something inside of her was holding her back. Whatever it was, she couldn't pinpoint it - but she knew that it had meaning in her past, and until she was to let it go, it would follow her into her future.

Spike's hand slipped underneath the fabric of her clothing, and he gently rubbed her stomach as he planted kisses along her neck and collarbone. This was nothing new, whenever they had fooled around, he would always rub her stomach - but he would go no further. It was a comfort to Buffy to know that he was in no rush, yet it was a burden because she knew she wanted him.

"I love you Buffy, so much," he whispered.

Her heart was panged with guilt - she knew how much he wanted to hear ner say it back, and she wished she could - but she couldn't. Instead, she froze, lying still underneath him until he moved away, sitting on the sand beside her.

"Did I do somethin' wrong luv?"

She shook her head. "No, of course not."

"Then wha' is it?"

Buffy shrugged. "I just... couldn't."

"You couldn't? Couldn't wha'?"

"I don't know," she mumbled as her fingers traced shapes in the sand.

"Are you sayin' you don't want me to...? 'cause if tha's wha-..."

"No, no... I want you to... I definitely want. I just... my mind travelled is all."

He nodded, although not completely conviced by her words. "You want to head back then?"

"Can we just lay here for a minute?"

He smiled over at her. "'course pet, c'mere."

Spike laid back on the sand, opening his arms for her to rest next to him. Buffy snuggled in as close as she could get, taking in his scent before turning her gaze to the sky.

~.~.~

It was late, around 7-o-clock when Spike had dropped Buffy and Faith off at her house after their trip to the beach. Maybe late wasn't the right term, considering - but for Buffy, trying to study and squeeze in some sister time with Dawn, seven was cutting it pretty close.

They had just stepped inside the door, when Buffy overheard a familiar, yet out of place voice in the living room along her with Janie's. Glancing over at Faith, the two moved forward.

When Buffy saw who was sitting next to her aunt on their sofa, she felt like she might pass out - Riley. Her ex-boyfriend from LA - what in the hell was he doing there?

"Riley? What are you doing here?" she asked, stepping towards him.

"Hey there Ry, looking good," Faith said with a wink.

Buffy shot her a threatening glare, and after a brief shurg, she headed upstairs. "Can you give us a minute J?" They nodded, and Buffy waited until they left before placing a hand on her hip. "Again with the what?"

"Why don't you sit Buffy?" She sighed before sitting down beside him. "Your friend e-mailed me, she told me all about what happened and how-..."

"My friend? Did her name just so happen to be Cordelia by any chance?"

"Well, yeah."

Buffy rolled her eyes. "Oh God Riley - whatever she said was a lie. That girl has been trying to get her face reaaranged since the day I got here."

Riley sighed, what she had come to know as his concerned sigh. "Buffy, I know you, and whether you want to admit it or not - I can see when you need me."

Buffy had tried not to, but a laugh managed to escape regardless. "Riley, that is... sweet, but so not the case. I'm fine, better than fine actually, and-..."

He raised a hand for her to pause. "I don't want you to think that I came up here with the intention of getting back together... I care about you, and I just want to help in whatever way I can."

"And I appreciate that, I really do... it's just... well, I don't need any help."

"Faith?" he asked, knowing the past they had shared.

"We're friends again..." she said weakly.

"And you think that'll last? It's just... you and her did some pretty bad things to each other."

Buffy nodded. "But that was the past, and we've both moved on. I've moved on. I have somebody know, and-..."

"Spike," he interrupted. The way Riley had spoken his name sounded like poision on his lips. "Cordelia told me all about him."

"Again - lies. Listen to me Riley, it's great to see you, and I'm glad that you came all the way here just to check on me - but I don't need your help, and whatever Cordelia said about Spike was more than lies... he's a great guy, and I... I love him."

To her surprise, he smiled. "I'm sorry. Clearly I've busted into your life when you didn't need me. I just... couldn't not come. I had to see for myself that you were okay. You meant a lot to me Buffy, and you still do."

"You meant a lot to me too... and it's okay, manipulation comes very easily to Cordelia. It's kind of funny, huh? First she brought Faith here to ruin me - now we're friends, then she brings you here, and hey - we're getting along."

"I've missed you," he said softly.

She returned it. "I've missed you too, honestly... how long are you here for anyway?"

"Well, I "borrowed" my parents credit card and rented a motel for a week - just to be safe," he added.

"Perfect. I'd really like it if you met Spike, that way you could see for yourself that he is who I say he is... and I'm sure Dawnie would love to spend some time with you - she's only been crushing on you for the past four years," she said.

"You don't have to..."

"I owe you, remember?"

"Buffy, you have to stop holding onto that - it was a long time ago, and you don't owe me anything for it."

"Maybe in your books, but in mine, I do..."

The thing from her past that had been holding her back from Spike had come to her the second she had seen Riley sitting in her living room. That thing - it was him. Well, more specifically, what he had done for her. She just had no idea how she would move on from it.

~.~.~

AN: Thanks to everyone who's been reading! Whether you leave a review or just add me to your alerts/favourites, it means alot :) I hope you're enjoying, cause I know without having my time to write this, I'd probably be in some serious disaster of a state. It's my escape from real world stress, & I enjoy every minute of it :) !