A/N: Officially halfway through now!

Spike heard Buffy humming long before she rounded the corner to the alley. After a final drag, he crushed the butt under his heel and waited for her, slouched against the brick wall, smiling as memories of the last two days washed over him. They'd sung together every spare moment they'd had, Buffy approaching him as often as the reverse, and Spike thought she might be ready for something a little more challenging than Frosty the bloodySnowman. He'd had to dig deep to remember the Christmas tunes of his youth, but it had been worth it to watch her laugh and smile as she relaxed around him, and even share a microphone last night after the club had emptied.

Buffy smiled when she saw him waiting. "Look at you, all early-birdie again. Keep this up, I might think you're responsible or something."

"Never that!" he mock-gasped. "Why do you insist on insulting me?"

"Freak." She smiled wider though, and Spike's heart swelled. "So? Got time to sing now?"

He couldn't help but wonder if he looked like a love-struck fool. Surely he must be grinning like an idiot after catching the note of anticipation in her voice? "'M all yours, pet," he said, opening the door for her with a flourish. Buffy glanced at his hand on the door, clearly taken aback, and then her smile turned so sweet, Spike was surprised he didn't melt into a worshipful poetry-spouting puddle at her feet.

Once ensconced in his office, he took his place on the stool, guitar in hand. "Thought we might move on to something a little less cutesy today."

Her fingers tapped against her knee, but otherwise Buffy didn't react. "Whatcha got in mind?"

"How 'bout you tell me – what did you enjoy singing for show choir?" He held a hand up. "Not Britney or Backstreet Boys, please. Something that won't make my ears bleed."

"Haha, very funny. I think you'd know my tastes run a little deeper than that. Besides," she added. "I get the feeling you're a closet fan of Britney. Her name rolled right off your tongue, as if you'd said it a thousand times."

"Oh, aren't you the cute one."

Buffy looked him up and down. "Please. Cute does not apply to you. So, yup, I think so."

Couldn't argue with that, could he? "Point. Now pick a bloody song and let's get on with it."

Twenty minutes later, Buffy was loose enough that he suggested they try an actual duet. "Maybe something from Grease?" he said cautiously. Wasn't his favorite – in fact, he'd had to teach himself the songs the other day, when he'd first had this idea – but he figured the popular musical was something Buffy would know and be comfortable singing with him.

"I don't know the words. Not by heart, I mean."

"No worries, got them right here." He retrieved the printout from his desk, pretending he wasn't the world's biggest prat for having them ready and waiting. "You, uh… you want to go up front and do it with the mike?"

She rose from her chair and headed for the door. "You're really taking this seriously."

Spike sniffed. "Yeah, well. Like I said. 'M a business man now. It's all about the profits."

"I don't think so. You're very… you have this air. Like you really know what you're doing. Did you sing in a band?"

"For a time." He shrugged. "Garage band, that sort of thing. Bit like the Dingoes."

"What happened?"

"Same thing that happens for most all bands, I expect. I grew up. Fame and fortune wasn't in the cards."

Buffy studied him. "Huh. That surprises me."

"What?"

"That you didn't make it. You have a great voice." She glanced about and lowered her own, even though they were alone in the club. "Maybe even better than Devon's. It's, um…" Spike waited, curious to see what she would say. She toed the ground, then looked up at him from under her lashes. "Sexy."

His head tilted as he took a turn to examine her. "Really?"

"Like you don't know it," she said, cheeks pinkening further.

"Been told so on occasion, yeah. But if you say so, must be true. Not going to give me any unwarranted compliments, are you."

Buffy laughed. "Come on, Mr. Businessman. I have actual business I should be getting to, so we'd better get to serenading each other."

If Spike had been a sixteen-year-old girl, he might have squealed at her choice of words.

Later that day, Buffy chugged her water, then pushed her sweaty hair out of her face. It was the best practice they'd had yet. 'Hither' was by no means gig-worthy, but it wasn't the awkward mess it had been only a few days ago, thanks to Spike's idea. She began to think that they would be able to knock it out by the time the Dingoes opened for the Battle of the Bands.

"You guys all ready for tomorrow?" she said.

"Seems like," Oz said. "We've got most of the songs worked out, so, shouldn't be a problem."

Spike turned to her. "You sure you're okay with me running off to San Diego with the band."

"Abso-positively. This way the Dingoes have a lead singer for their long-awaited gig, and I get you out of my hair for a day or two. You'll have fun. The Streetcar is a great club."

"Yeah. It's posh," Spike said, nodding.

"You've been there?"

"Saw it once. A few years back, when I came for a visit. Checked out the scene, you know, that kind of thing." He pulled his t-shirt away from his body to fan himself, and Buffy missed the way it had clung to his torso. "Still wish you could come too."

"Eh." She waved her hand. "One of us has to stay and watch over the Bronze. I'll be able to travel with the band once Giles gets back."

Spike's lower lip crept out. "Yeah. But by then, Devon'll be good as new, most likely, and I'll miss out on the fun of road tripping with you." He stepped closer, voice dropping to a husky whisper. "Spending the night at a hotel. Arguing over sleeping arrangements. Deciding who shares your bed…"

Whoa. Down, hormones.

"That's easy. Willow. She's my bunk buddy."

"Isn't that a pretty picture," he said, leering. "Don't suppose there'd be room for a third in that bed."

Oz stepped in between them and drew himself up to his full five foot six inches. "Oh, there's room for a third. It's the fourth that's an issue," he said, and Buffy had to bite her cheek to keep from cracking up at the expression on Spike's face. Giving Buffy a surreptitious wink, the short, blue-haired man snaked his arm around her waist and led her away, across the club floor.

"Thought you could use a save," he said when they were out of earshot.

"Oh. My. God. That was brilliant, Oz." Her belly hurt from holding in the howls that wanted to erupt. "He so needed to be put in his place."

Oz grinned. "He's going to be wondering about it for days now."

Buffy noticed Spike slinking closer. "Let's add a little fuel to the fire, shall we?" Leaning forward, she kissed Oz on the corner of his mouth, knowing Willow would forgive her for such a good cause.

"Tell me the wee little man was only taking the piss out of me."

Buffy looked up, startled, as Spike shut the door to her office behind him. The rest of the Dingoes had only just left, and she was trying to get caught up on her work. "I can honestly say I have no idea what the hell you're talking about. Was that even English?"

"Oz. He was joking, right?"

She eyed him. "First of all, calling Oz wee? Not like you're going to be starting for the NBA anytime soon. Second, none of your damned business."

"But…"

"Did you need something? Kinda busy here."

He glared at her. "Doesn't seem fair is all, since you're the one what always accuses me of being a slut."

"Oh. Oh, you better not be suggesting what I think you are," Buffy said, kicking her chair backwards as she stood.

"Well, why not. Riley here. Oz there. Hell, for all I know you're doing the lot of them, Sam and The Troll too. And then you pull my strings, make me dance for you when that's not excitement enough."

Buffy bit her cheek again, this time to keep back the tears. She pointed a shaky finger at the door. "Get out. Now."

Jaw ticking, Spike did as she bid, and slammed the door behind him.

Spike pounded his head against the wall, feeling like the biggest dick in the history of the universe when Buffy's sobs erupted on the other side of the door. Why such vitriol had erupted from his mouth, he couldn't fathom. Well, yes, he could. But Buffy wasn't Dru. Or Cecily. Maybe she'd been teasing him, but she didn't play games the way his ex had, and she sure as hell wasn't the conniving bitch he'd implied.

Christ, he was an asshole. And he didn't even have the booze to blame it on this time. Spike slid down the wall. His heart squeezed in his chest as he listened to her cry, and he wished he could get good and snockered to dull the pain. So much for the tentative friendship they'd been developing, never mind anything more.

When her tears finally subsided, he wiped at his own eyes and hurried to his office, wondering how the bloody hell he would ever fix this cock-up.

After nearly tripping over the flowers outside her door, Buffy stormed to Giles' office and flung them in Spike's face. "This fixes nothing," she spat.

"I know. Believe me, I know," he said, and his expression was so abject, she didn't storm back out as planned. Instead, she settled for glaring at Spike, letting him bear the full brunt of her pain.

"Was planning on a long period of groveling as well. On my knees. And letting you get a few licks in while you're at it." He sat slumped in the chair, his eyes as red as she was sure hers still were, a day later. "I'm a first-class dick."

"Kinda. Yeah."

He moved around the desk and offered her his cheek. "Go on, I deserve it." He waited, immobile, for the sting of her hand.

Buffy frowned. Okay, mad still, definitely. Furious. But something occurred to her.

"Spike? How bad I'm hurting right now – is this how I make you feel?"

"Huh?" He jerked as hard as if she had actually slapped him. "What are you on about?"

A shamed feeling crept over her. "Whenever I, uh… you know." She cleared her throat. "Accuse you of the same."

"Oh, no. No, no, no." He grasped her hands. "I've earned your mistrust. In spades. And you're not entirely wrong. Whereas that was the biggest load of shit what's ever come out of my mouth – and this coming from a moron with no brain-to-mouth filter." Hot tears leaked out before she could stop them, and Spike wiped them away with the pad of his thumb. "Hey. No more tears. You have a sharp tongue, true, but it's part of your charm."

"So you like me because I'm a bitch?" Buffy sniffled.

"Like you for all sorts of reasons. Your clever tongue being only one of them."

Buffy released a shaky breath. "You are so weird."

"And you like that about me?" he asked hopefully.

"I don't like you at all," she retorted, but her tone was petulant rather than harsh. Not sure what to do now, she stared over Spike's shoulder, hand trapped in his.

Spike shifted from foot to foot. "I, uh, have a bit of time before we take off for San Diego. You want to practice?"

"No, I don't think so. I'm still… I might smash your guitar over your head. Further groveling yet required." Her voice hitched. "Or another day of avoiding you. Which, hey, you'll be gone, so. Works out great."

He winced. "Fair enough. I really am sorry."

"I know. I believe you. And I'm sorry too. How about this – no more insults. From you or me. Not real ones, anyhow." She gave him a half-smile and squeezed his hand. "Deal?"

She was startled when Spike pulled her close and enfolded her in his arms, but she didn't resist, taking comfort in his warm, solid body. "Deal, love."

Buffy rested her head against his chest and listened to his heartbeat thumping beneath his thin t-shirt, wondering why she felt safe in the embrace of a man who infuriated her so often. Pure loneliness, she told herself, but she suspected it was something more. Some emotion that went beyond lust, else he wouldn't have been able to wound her the way he had. Resisting the urge to cling to him, she disentangled herself. "Have fun at The Streetcar. Break a leg. All that."

His crushed, scattered flowers caught her eye, and Buffy turned and fled, terrified to realize she was falling for yet another man who was destined to break her heart.

"What's this?"

"Further groveling," Spike said, and pressed the plain envelope he'd proffered into her hand.

Buffy opened it, eyes growing wide. "No way! How did you get these? How did you even know…?"

"Willow mentioned it when we drove past one of those billboards yesterday. Said you wanted to go, but-"

"It's been sold out for weeks." She threw her arms around Spike. "I take back every mean thing I've ever said about you. And again, how did you get these?"

He shrugged, thrilled with her response but doing his best to remain casual. "Knew a guy who owed me a favor. Got connections," he said with a wink. "Want you to take the night off, go out with your boy. Have some fun."

She frowned. "My boy?"

"Yeah, what's-his-name. Riley."

"Oh." Buffy thumbed the pair of tickets in her hand. "I don't think I'll be going with Riley."

"Not his thing?"

"Um. I don't know actually. More like because I broke up with him. Or – broke up isn't quite right. Decided to quit stringing him along."

"Oh, kitten, if it's because of what I said..."

"No, actually, I broke up with him – or whatever – before that. That day we went to the beach." Spike perked right up, but kept his face blank. "The only reason I was interested in him was because he was safe, you know. After Angel – and this other jerk – well, you can probably tell I'm a little bit gun-shy. Riley seems like a good guy, but, things weren't going anywhere. I couldn't be bothered to make time for us, and that wasn't fair to him. So I told him to move on."

Spike held back an exuberant whoop and schooled his visage into a mask of sympathy. "I'm sorry to hear that."

"No, it was for the best."

"Oh." They stood awkwardly, and Spike wondered if he ought to admit something in kind. He decided to go for it. "You know, seeing as it's sharing time – haven't had a woman in almost a year now."

Her eyes widened and she stepped backwards. "Whoa, is that an example of your lack of brain-to-mouth filter? 'Cause so didn't need the image." Nose wrinkling, she added, "And… really? No way."

"Not a one. Wait, take it back. Once. One night after I moved here. I was feeling low. Real low. Needed something, you know? It was that or the bottle, and little comfort of the female variety seemed the wiser choice." Spike grimaced. "Looking back on it, probably would have been less damaging to fall off the wagon. Harmony hasn't left me alone since. Didn't mean to give her the impression I was interested in more, but I must've somehow. Was one of a long line of stupid decisions, I reckon."

Buffy leaned against the hallway wall, brows drawn together. "Wow. So you really do stick to conversation only?"

""M just a big tease. Get 'em all worked up and then say goodnight."

"And now I really feel bad for all those things I said." She studied him. "You're not playing with me?"

"Scout's honor."

"Like you were a scout."

"Oh, you'd be surprised."

She snorted. "I want picture proof. Of you as a scout, that is. Not your abstinent ways, 'cause – ew."

"Less'n you want a photo of me and my only girlfriend," Spike said, jerking his left hand in a suggestive manner, "I s'pect you're fresh out of luck on that one."

"Okay, seriously. Ewwwww, Spike. That filter you're missing? Look into finding one." She didn't turn tail, though, and Spike leaned his shoulder into the wall next to her, almost giddy with relief that she was talking to him again, and – dare he say it? Friendly.

"Since you seem to be in a true confessions mood," Buffy said, and then trailed off. He waited, and she rushed out, "What's up with the monk act? Is it related to the alcohol, or…?"

Spike felt the heat rise in his cheeks, but she didn't tease him this time, only blushed herself, eyes large and round. "Never mind," she squeaked. "That's so not my business. I can't believe I asked you that. When you find one of those filters, get me one too."

He shook his head at her discomfort, wondering how to answer her. Not answering wasn't a choice, not when she'd given him the perfect opportunity to tell her something he'd wanted to for a while. "No, no, it's fine, pet." He glanced around, and said, "D'you mind much if we take this behind closed doors? Not that there's anyone around, but…" She nodded, and he led the way to his office and shut the door. Buffy sat in the armchair, so Spike dragged the stool over.

"Last few years," he began slowly, "I was in a bad place. Had some disappointments. Made a lot of wrong bloody calls. The more things went wrong, the more I drank. Annnd the more I drank, the more things went wrong. Go figure, yeah?" He picked at his nail polish, afraid to see her expression. "As the sob song goes, it all started with a girl that done me wrong. She and your ex were of a kind, 'cept mine went out of her way to make sure I found her out. In my bed. More than once."

Buffy made a sympathetic noise, and he glanced up, startled to see her eyes glistening. "I'm sorry," she said, laying one of her hands over his. Spike's anxiety fell away at the contact, and he relaxed, reminded of another time and place, when she'd comforted a younger, more innocent version of himself with only a warm touch and a sympathetic ear.

He cleared his throat. "Yeah. So anyhow, apparently I'm the type of wanker who handles rejection by turning into a callous ass who uses and loses women before they can do the same to him. Didn't come to this revelation all on my own, mind," he said when she squeezed his hand. "Took drying out and one hell of an addiction counselor to clean me up. When I finally took a good, long look at myself, I didn't much like what I saw. It wasn't the kind of man I'd expected to be."

"So… you changed?"

"As such."

Reaching for his other hand, Buffy squeezed them both. "Color me impressed. That's some serious strength of character." She shook her head in dismay. "God, now I feel like a first-class dick, the way I treated you. How did you not tell me to fuck off?"

Spike smiled, his cheeks hurting from the force of it. "Ah, pet. Don't feel bad. It wasn't like you had any reason to believe in me. And I was prepared for it, honestly. The counselor made it clear to expect a lot of hate and anger directed my way from those I'd done wrong. 'Twas all part of my atonement."

Buffy stood, pulling him up after her. "Thank you for telling me. What you've gone through. It's, um… nice to get to know the real you." Spike felt a sharp stab of guilt at that, knowing how much of the real him he was holding back, but it fled a moment later when she pressed a kiss to his cheek. "And thanks again for the tickets. I really appreciate it."

He tried to speak and failed. He coughed and tried again. "You go on and have fun with Dawn or Willow or somebody. Don't worry about a thing here."

Spike hadn't expected forgiveness from Buffy, and certainly didn't feel he deserved it, but the smile she flashed at him was warm and open, without a trace of anger. For the last few days, he'd had trouble breathing due to the guilt and anxiousness he harbored. Her warm smile did nothing ease the constriction in his chest, though. He still couldn't breathe.

It was just that now, it was for an entirely different reason.