A noise startles Spike awake. He opens his eyes, immediately alert, looking towards the door.

There's something moving around down in the kitchen.

Buffy is sleeping deeply on his chest. He pulls gently out from under her, and she stirs, eyes fluttering open for a second.

She wraps an arms round his waist.

"Where are you going?"

"Heard a noise downstairs. Go back to sleep, I'll be back in a minute."

She holds her grasp on him a little longer, before falling back asleep. He slides out from under her arm.

He pulls his jeans on but doesn't bother with a shirt.

The dark of the hallway swallows him whole.

The sound gets louder; an aching choking sobbing sound. He sighs.

Willow.

For a moment he thinks about slipping back into bed, but he's awake now and that pitiful weeping will keep him up all night. Not that that matters much.

He rubs the sleep out of his eyes and heads down the stairs.

Willow's sitting at the kitchen table, clutching a glass of water. She's crying in deep painful gasps that are shaking her whole body. So hard she doesn't see him come in.

Tears and snot have coated her face, and there's a sheen of sweat on her forehead. Spike wrinkles his nose, a sharp smell is coming off her, like old pennies being cooked. Magic. What wasn't used up is leaking out of her. Sweating out of her.

He watches her, waiting for her to notice him in the doorway. When she finally does, she jumps violently, knocking the glass of water over.

"What are you doing?"

"You woke me up."

"You're sleeping here now?" She wipes up the water with a towel, hands trembling. He doesn't move to help, just stays leaning in the doorway.

"Was sleeping."

She doesn't meet his eyes.

"You took Dawn home, after...?"

He nods.

"... Was... Is she okay?" She bites her lip, fresh tears springing from her eyes.

"Yeah. She'll be okay."

"Her arm?"

"It's a fracture. It'll take a bit of time but it'll heal." He sits down across from her, opening the pack of cigarette he'd left on the table and lighting one.

Her lip is trembling, tears streaming down her face silently.

"Not sure I understand how you got involved with Rack. Dangerous bloke. Thought you were smarter than that."

She winces.

"I don't know. The magic, I... I thought I had it under control, and then... then I didn't."

He nods, sucking smoke into his lungs.

"Because of Tara?"

"No. It started before she left," She gulps back a fresh sob, "it's why she left."

"Seemed like things were going so well."

"It was. It was... But...," she bites her lip to stop it shaking, "it's like... if you could be... you know, plain old Willow or super Willow, who would you be, you know? I thought I could... control it but it- it..."

Spike lets the smoke out of his lungs in a long slow breath. Remembering... everything. Who he was before Drusilla. How lost he felt. How alone, and powerless. How... Mediocre. Who wouldn't been drawn to something that took you away from that. Want to hold onto it with both hands, even if it burnt away every other part of you.

"I know."

Willow looks up at him then, eyes searching his face.

He shrugs, "I don't think about it much. But I do sometimes think about William. Who I was, before... well, this. Think about how if he hadn't had his heart stomped on if I would've taken that path," he holds her gaze then, "bad powerful stuff preys on that sort of pain. It's an easy doorway in, y'know. I took that path but I think if I could... I'd tell William to run."

He takes another long drag of his cigarette.

"Seems to me you've got a choice to make," flicking the ash into a mug, "the girl you love... or your addiction."

"It's not as easy as that."

"Didn't say it was easy. But it is simple."

"But... I've already... lost her."

"Not because she doesn't love you. She wants you to stop. So you stop."

She looks dejected. Her face has thinned noticeably.

"You can get her back, I've seen the way you two look at each other. You don't see that look all too often."

She looks like she's going to start crying. He sighs.

"When was the last time you ate?"

She shrugs.

He finishes his cigarette, dumping it into the mug that's rapidly becoming an ashtray. He gets up, pulls butter and eggs from the fridge, and a saucepan from the drying wrack.

"Oh I'm... I'm not... I don't want anything."

"I don't much care what you want," he scrambles the eggs and pours them into the pan, stirring them slowly, "you've got people who need you. Enough being selfish."

He heaps the eggs onto a plate and puts it down infront of her.

"Besides, you need your energy if you're gonna win back your girl," he hands her a fork, "eyes on the prize, Red."

She nods. "Thank you."

Willow eats and he smokes another cigarette, leaning against the stove. Watching as some colour returns to her face. She still looks wretched but less like she's on her death bed.

"Better?"

She nods.

"Go get some sleep then."

She washes her face at the sink, cleaning the snot and slime and tears off. He hands her a towel and she wipes her face dry.

"Thanks."

He smiles a tight lipped smile, finishing the last of his cigarette.

"Don't worry about Dawn," he says as she's leaving the kitchen, "Summer's women are tough, but surprisingly forgiving." She gives him a weak smile.

He waits for her door to close before going back upstairs.