A/N: Thanks to my sexy bitch of a cousin Clara Maplewood for all her help with this chapter! She wrote a buncha paragraphs for me, doesn't she kick ass? Love ya, girl! And thanks to everyone who's reviewed, I thrive on feedback :O) Also, this chapter may be a little jarring in contrast with the lightheartedness of the last chapter, but I couldn't really think of any way to set this up better. So sorry if the continuity of the tone sucks, I'm learning here, okay? ;O)




Spike weaved his familiar way toward his crypt. A quick glance at his watch told him that it was almost three-thirty a.m., which was a bit early, but he felt like getting a good day's sleep. He was physically, mentally, emotionally, in every way that it was possible to be, tired.

There'd thankfully been no more run-ins with Buffy or any of the other Scoobies, but the possibility of a confrontation had not gone unadressed. He guessed that it was only a matter of time before Xander or the Slayer-- or both of them-- snapped and showed up at his crypt looking to take Anya back with them and "rehabilitate" her. Not like he believed she'd buy into any of their anti-Spike propaganda, but the thought of them trying to poison her against him was enough to make his blood boil.

That brought him to his second problem. He was finding that, despite himself and his deep-seeded feelings for Buffy, he was starting to recognize a glimmer of emotion for Anya that went beyond the empathy and friendship they'd settled into sharing over the previous couple weeks. He wasn't sure exactly what it was besides a cocktail of several different feelings, but it felt latently alive, like a nagging that would stand just across the border of his consciousness and scream at him.

Soon she'd start looking for another place to live, a place better suited for a single woman to call home. And when she found that place and left him to his crypt... what then? Would this new prickling emotion prove to be futile, or worse, *lust*?

Running his fingers through his platinum-blonde hair and letting out an unnecessary breath, he entered the crypt that he called home.

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It had become a habit of Spike's to make his way to the bier to check on Anya first thing after returning to his crypt at night. He felt a strangely paternal need to make sure she was comfortable and safe, especially when she was asleep. Of course, he wrote it off as one of the few shreds of William still left in his blood, but he obeyed the urge to protect her nonetheless.

He slipped his duster off and draped it over an arm of the couch, then walked quietly toward the back of the room to Anya's makeshift bed. As he neared, he could see that instead of lying stretched out on her stomach like she usually did, she was curled up on her side beneath the blankets. Her fists clenched the pillow with a painful tightness, and as he drew even nearer he could hear tiny whimpers emanating from her sleeping form.

A sense of worry gathered in the back of his throat as she began to thrash around; he watched her only a second more before reaching down and grasping her shoulder.

"Ahn?" he whispered, giving her a slight shake. "You all right?"
She responded with a terse murmuring of, "Stop it."
He frowned and pushed her gently over onto her back, studying her face with concern. She was still sleeping, and from the way her eyes were rolling around rapidly beneath her eyelids, he guessed she was in the throes of a nightmare. "Anya," he wispered again. "Anya, wake up."
She arched slightly, face contorted in fear as she continued her pleas for her mind's tormentor to "Stop. Stop it. Now, please, stop!"
Spike shook her again, this time with more force. "Anya, luv, wake up. It's only a dream. It's only a bad dream. Come on, Ahn, wake up."
Her eyes began to flutter open at his persistance.
"That's it, pet, come back," he urged. "Can you hear me? You're all right, it's only a dream..."

Finally, after a few more "pets" and "sweethearts", she became lucid. "Spike?" she asked, voice nearly drowned out by the pounding of her heart.
He nodded. "You okay there, Ahn?"
She sat up, pulling the comforter tight around her body, and shook her head. "I'm... my God, that was the most... the most terrifying dream... even without bunnies... God, it was so... so real..."
He furrowed his brow, reaching out a hand and tucking a lock of sweaty blonde hair behind her ear. "Shhh. It's all right, luv, it's over now."
She swallowed hard, attempting unsuccessfully to collect her breath. "I know, but I... it was intense... more intense than any other dream I've had... ever..."
"It seemed that way," he said, sitting down next to her. "Wanna talk about it?"
She shook her head again, then leaned forward and rested it on his shoulder. "No... not yet, anyway." She took a deep breath, biting her lip. "I feel cold."
He pressed his palm to her cheek. "You're sweating."
"It's a cold sweat," she told him. "I'm freezing."
His hand slipped down her neck and around to her back. "I'll get you another blanket," he offered, rubbing soothingly up and down her spine.
She shivered slightly, not knowing whether from the cold or Spike's hands. "All right," she said, lifting her head. "Thanks."
He nodded and got up, then walked to the couch and grabbed one of his blankets.

Anya looked over at him as he came back to her, noticing that he was carrying the thickest one. "You don't have to give me that one," she said softly, eyes growing a bit as he unfolded it. "You'll only have the sheet left."
He shrugged. "Doesn't really make a difference, pet. I'm used to the cold. Lie back, now, I'll get you all settled."
She hesitated, but only momentarily, before obeying and sinking tensely back onto the bier. He fanned the blanket out a few times before letting it spread out over her and pulling the comforter back up to her chin.
"That better, Anya?" he asked, smiling down at her.
She nodded, returning his smile with a shaky curving of her lips. "Thank you, Spike. I really appreciate it."
"No problem," he replied, smoothing her hair back. "Sleep better now, and if you need anything just yell."

He turned to go, but her hand caught his before he could move any further. "Wait a second," she said.
He turned back. "Ready to talk about it so soon?" he asked.
She shook her head, the red in her eyes becoming more pronounced as a fresh batch of tears welled up behind them. "Will you just stay with me until I get it together?"
He squeezed her hand gently. "Of course."

Spike kicked his shoes off and climbed up onto the bier, sitting cross-legged next to the crying demon. He reached out and touched her shoulder, playing a bit with the strap of her tank top as he ran his fingers to the nape of her neck and began to massage it gently. Anya tilted her head foreward and bared more of her skin to him, but her weeping subsided only slightly.

He shushed her gently and leaned down, planting a small kiss in the crook of her neck. Then, instead of straightening back up, he lay down next to her, his chin hooked over her shoulder. "It's all right, luv. It's okay. I'm right here, I'm not going anywhere."
She sniffled, snuggling closer to him. "Thanks," she whispered, wiping a tear from her cheek. "I'm still cold though."
Spike tensed for the briefest of seconds at the tone of her voice, unable to tell whether it was sarcasm or suggestion he'd just heard. "Mind if I get under there with you, then?" he asked slowly.
"Not at all," she replied, then added hesitantly, "but we shouldn't have sex."
"I know," he agreed, matching her hesitation. "We'll just keep each other warm."

Without another word, he pulled the covers back and climbed beneath them, lying down next to Anya. His arms instinctively moved to encircle her, a position that brought her back right up against him. She was a little startled by the hardness she felt pressing into the base of her spine, and without thinking moved her hips in protest.
"Anya," he groaned. "Don't do that."
"Don't do*that*," she whispered, shifting against him. "It makes me want to do things we shouldn't do tonight."
"I can't help it," he whispered back. "I can't help it that I want you."

Anya stayed silent, drawing a shaky breath as she felt his strong arms encircle her just a bit closer. She turned her face towards his to protest, but couldn't. His hypnotic, gorgeous crystal blue eyes pierced through to her soul with their passionate longing. Without knowing what she was doing, she strained her neck upwards and kissed him softly on the lips. Then again, harder. And again, but this time, they kept their mouths locked together, pushing and pulling against each other like they didn't know which way to go.

He loosened his hold enough so that she could roll onto her back, then slid his tongue further into her mouth in a frenzy of desire. Almost without thinking, he brought one of his hands up to touch the side of her face, his fingertips dancing over her jaw and cheeks.

All of the sudden, he felt a rush of feeling for her. Not just the wanting, but the caring. His jaw relaxed involuntarily, in shock of the fact that he was thinking about Anya in the way that he'd thought he would only ever think about Buffy. "Don't stop," she whispered, pressing his face back against hers with one hand. She grabbed the hand that had been caressing her cheek and pressed it against her chest. "Whatever you do, don't stop..."

He wanted to listen to her. He didn't want to stop. But there it was, in Anya's beautiful voice, that empty physical need that he had just overcome. So Spike pulled away almost painfully and held her at arm's length, determined not to make the same mistake he'd made with the Slayer.

Tears were in Anya's eyes. "Spike, come on, please. I want you."
Spike shook his head. "Don't beg me," he said. "Don't say anything. Just listen to me. Okay?"
Her eyes widened at the sudden force in his voice, and she nodded.
"Look, Anya. I want you, too. I want you so bad. But what I've been feeling for you, maybe since you first came to stay with me... it goes beyond wanting you. I care about you more than I would have believed I could care for anyone but Buffy. And I'm not going to put myself in the position I was in with her, where I cared and I wanted, but all I got *back* was wanting. Do you know how empty that left me? How incomplete? I can't do it again, and so I can't sleep with you until I know that you don't just want me. I have to know that you truly care. Do you understand?"

Anya's face crumbled as she shook her head in the affirmative, biting back a sob. "I do," she replied. "I care about you. And you should know by now that I wouldn't treat you the way Buffy did. You deserve better than what she gave you. You deserve to touch instead of grope and to make love instead of just screwing into oblivion. I can give that to you, Spike. I want to give that to you."

He was motionless for a moment, still holding her at arm's length as her declaration of reciprocation sank in. His eyes misted over and, for once, he didn't try to hide it. He drew Anya to his chest as he let himself cry for the first time in a very long while, and they held each other until dawn broke over the crypt.


TBC...