Disclaimer: Joss Whedon and Fox, and Twentieth Century and whoever else has rights to it. I don't, more's the pity, but they do. No money is being made by me on this.

Author's Note: This starts after season 5... and is rather AU. It has spoilers for basically all of season 4 and some of 5. I'm a Spike/Willow 'shipper, and this story is W/S. Also, this is a work in progress. I've been working on it for nearly two years now, and it's still not done, but I'm getting there. It's very long, and involed. Please hang in there, and don't give up on me if I don't update regularly. Reviews would be most welcome.

Another Note: If you read this when I first posted it, you'll need to read it again to understand some of it. I've added a lot to previously posted chapters, and I couldn't begin to tell you which ones have new stuff, and which ones don't. Sorry.

Dedicated: To my beta, Claudia, you rock! You all should thank her for getting more of this story.



PART 16

(October 2001)

After a good night's sleep, actually done during the night, Willow woke up and cleaned house. Demons and vampires and evil creatures of the night, she could handle, but the monotonous, not to mention, dusty, job of cleaning house had her wanting to run screaming.

A nice lunch with her parents followed the morning session of cleaning, then came the afternoon cleaning, and dinner. By the time dinner was finished, Willow was ready to take a shower and fall into bed. The shower part happened, but not the sleep part. Shapeshifters were out there waiting to be captured by her. Even if she was sore and tired and only had one good arm. She still needed to be out there.

Her friends' lives depended on it. But it was impossible for her to accomplish anything on her own. She considered asking Tara to come along, but she couldn't do that. She couldn't endanger her like that. Not to mention the just having broken up part.

With a groan, she realized she was going to have to ask Spike for help. So, she shoved her pride and hurt way down deep, and went to his crypt. It was still light out when she knocked on the door, waiting for him to answer.

It only took him a minute to open the door. And, as usual, he was shirtless, and a cigarette was dangling from his lips. The annoyed look was also there. When he saw her, he stepped back, looking slightly less annoyed. "If this is about William, I already know."

She went in, shutting the door behind her with a thunk. "It's not about him. It's about us. Specifically, the night you joined me in bed and bit me."

He hopped up on his bed, watching her through narrowed eyes. "What about it?"

She walked over to him, crossing her arms over her chest. "Well, actually, it's the sex part that has me pissed. But, you know, that's just me." Wow, she'd just... laid that right out there, hadn't she? "William told me what you said, and I want you to know right now that I'm very not okay with you at the moment."

"Then why are you here?" he asked, his face a mask of nothingness. He took a slow, unhurried drag off his cigarette, watching her closely.

She turned away with a frown. Why wasn't he trying to deny it? "Unfortunately, I need your help catching the shapeshifter. I'd go to Willy's and pay someone to help me, but--"

"You bloody well will not," Spike yelled, grabbing her by the arms much the same as William had the night before. Her bruised flesh wasn't too happy about being touched again, and neither was she.

Before she could yank herself out of his grip, he dropped his hands from her arms and frowned down at them. Take away her anger-fun, she thought with a pout.

"I don't feel like being manhandled all night, so--" she stopped when he continued to stare at his hands. "What, did I give you cooties or something?" she asked sarcastically.

He shook his head, dropping his hands to his sides. "Well, you should be very happy to know that the chip is once again in working order." His voice was bitter and angry.

To say she was happy was an understatement. One bad factor had been taken out of the equation, and she could at least feel safe around him again. And, yay, William's was probably working again too, which meant, no dead people on her conscience in the past. She *was* happy, but she didn't like that he was unhappy about it. "I'm sorry. For you," she stressed, "but not for the rest of the human population. Having a friend who kills people? Not a good thing."

"I haven't killed anyone human in a long time. Just because the chip was inactive doesn't mean I ran right out and killed a bunch of people."

He sounded angry, and she guessed she could understand that, because she had expected him to do just that. Both him and William. William had, of course, but Spike hadn't. That was a pleasant surprise, but it didn't mean he was suddenly a hunky-dory person. Especially since he wasn't a person. He was a mean, evil, sometimes helpful demon.

"Well... good," was all she could think to say. Moving back to the original conversation, she sighed and sat on the arm of his chair. "The sex thing I'm guessing, was a result of mistaken identity or something, and at the moment I don't... well, yes I do care." She looked down at her hands, not wanting to see his face when he told her it was just a big mistake. "Why did you do it?"

She heard him take a deep breath and let it out slowly, but she didn't look up.

"I was with Dru for over a century. You know that?" he asked idly, not waiting for her to answer.

Now she did look up, but his eyes weren't on her, they were far away, in the past. Sitting in the chair, she watched him silently, letting him have his say.

"She was everything I ever wanted or needed. Everything that my world consisted of. She was the reason for me being. I loved her like I never loved anyone. As a human or a demon." He sighed, anger showing a little in his sharp gesture to the town around them. "Then we came here, and suddenly I was too human for her. Too weak, not demon enough. Not monster enough."

Not for the first time, Willow wondered how Dru could not love Spike. She herself was falling in love with him. She could admit that now. Maybe not completely head over heels yet, so deep that she'd never crawl back out again, but she was getting there.

"Then there was Buffy," he continued, snapping her out of her musings. "And suddenly *she* was everything I wanted. What I needed. But for her, I wasn't human enough. I was too much of a demon; too much of a monster." He paused, staring at the wall behind her. "The night we fought Glory, she invited me in. Looked right at me and invited me in." His brow furrowed at the memory. "We might've all been going off to die that night, so I had to tell her. Tell her she made me feel like a man, not a monster."

Willow waited for him to continue, not wanting to push him. He had a point, and he would get to it eventually.

"She was halfway up the stairs. I remember it like it was yesterday." A small smile lifted his mouth. "She stopped and turned around, giving me this *look*. Like she wasn't sure what to say, or do... wasn't sure what I expected from her. I didn't expect anything at that point. That she treated me like a man was enough." His smile disappeared. No doubt he was remembering Buffy, and everything that happened that night. "But it wasn't enough. I realized that after you brought her back."

Hoping to lighten the mood slightly, she tossed out helpfully, "What about Harmony?"

He snorted, looking at her like she'd said the dumbest thing in the world, and shook the long ashes off his cigarette. "Harmony never satisfied anything except physical needs." His grin, the one that made Willow's knees weak, suddenly appeared. "And sometimes she didn't even--"

Blush and disgusted look firmly in place, Willow looked down, away from him. "Okay, there *is* such a thing as too much information." His chuckles had her rolling her eyes.

"Anyway," he continued, the laughter no longer present in his voice, "when Dru came back last year, I was tempted to go with her. So bloody tempted. I wanted nothing more than to be with her again. Just the two of us, cutting a bloody swath across the world. No Angel, no Angelus, no Buffy," his voice was angry, and she had a feeling he blamed Buffy for him not being able to do it. "No Scooby Gang, no Watcher, no Dawn." He sighed deeply, dropping his cigarette to the floor. "None of you bloody little do-gooders to run into at every turn. God, I wanted it so badly."

This was something she'd never known about. All he or Buffy would say was that Dru had come to town for Spike and then left when he refused to go with her. She hadn't known about his inner struggle and continuing hate of them. "Why didn't you--"

His eyes shot to hers as he jumped down from the sarcophagus and stamped out his still smoking cigarette. "I wanted more," he said angrily. "More than Dru, can you believe that? She was my dark goddess, my princess. But she wasn't enough for me anymore. I craved more than her and her insanity. More than her hollow looks and platitudes. She didn't love me, not like I loved her, so I couldn't do it. Couldn't go with her and do what I wanted to do more than anything else at that point. And one of the reasons was standing there, chained up, glaring at me, telling me to kill Dru, but making sure I knew it didn't mean anything to her. I hated Buffy more in that moment than at any other time I think. Loved her more too."

Willow could only stare at him. He was telling her more than she'd ever wanted to know. More than she needed to know. Why was he telling her all this? That Dru and Buffy were the two loves of his life, and she was, what, an insignificant thing to have sex with? Like Harmony? Someone to satisfy his needs? She didn't want to hear anymore, but she couldn't stop him due to the tightness in her chest, and the tears threatening to fall.

"Buffy. God," he said self-deprecatingly, "could I have picked a worse person to fall in love with? Probably not. But I did. Love her, I mean. After she died that night, with Glory, I thought I was going to die too. This hurt was worse than it ever was with Dru, just because I knew Dru was walking around somewhere." He laughed dryly. "Probably got herself a harem by now. She wasn't always the most loyal demon," he confided, as if she didn't know Dru had taken up with Angelus the moment he showed up. Didn't know how much she hurt him, enough to make him cry on Willow's shoulder one night. She didn't tell him that, just nodded sympathetically. She didn't have to fake the sad smile.

"But, I didn't die, right? Went on living. Even got on rather well with you all, helped the world a little. Took out the evil in Sunnydale, and got to be there when you brought her back."

His angry eyes bore into hers, and she was once again back on solid ground. She knew this anger, she knew what this was about. Straightening her back, she looked right at him, not flinching the slightest bit. "I'd do it again if I could. In fact, William's supposed to--"

"Supposed to what?" he demanded, stalking closer to her. "What did you do?" His eyes were haunted and angry.

She shook her head dismissively. "Nothing. I just told him about the shapeshifter, and how to keep it from happening again."

He stared at her for a few seconds before nodding, satisfied.

"You should be happy, you'll be getting Buffy back. Again." She laughed humorlessly, blinking back tears. "Third time's a charm, right?"

He turned away with a shrug. "Doesn't matter. I don't want Buffy anymore. Well, no, that's a lie. I still want her, still love her. But my mind knows it's not enough anymore. She's not enough."

Wow, this just got worse and worse. He didn't want to want Buffy, but he did. He still loved her, still wanted her. Even after having just slept with Willow. Fighting back the feelings of worthlessness, she sighed and asked the question that'd been weighing on her mind since the moment William told her about them. "What does this have to do with me?"

"I'm not a loner. I hate being alone, in fact. Hate it with a bloody passion about covers it. That's why I got into bed with you. That's why I didn't stop you when you kissed me. Why I wanted it to go further than a few simple, chaste kisses."

"So you used me because you hate being alone?" Okay, that was not what she'd expected. A small amount of like or affection being admitted to yes, but pure loneliness driving him to have sex with someone just because she was near and receptive? No, that had never entered her mind. "Great," she said trying not to let her anger show, "everything's all explained away. Can we go now? I'd like to find the shapeshifter and get home. My parents might realize I'm gone, and I'd like that not to happen." She pushed past him, heading out the door, almost positive she hadn't been able to keep her anger a secret.

"It wasn't just loneliness," he said softly, shutting the door behind them as they headed into the cemetery. "You're the--"

"Wait a minute," she said, coming to a dead stop, having just now realized what he'd said. "What do you mean, when *I* kissed *you*? I didn't..." she trailed off, not sure he wasn't telling the truth. It was very likely she had kissed him. She had, after all, been dreaming about William. But it wasn't a dream. It was reality, and it was what had happened. There'd been no dream-part to it at all. "I kissed you?"

He chuckled, not unkindly, and nudged her arm. "Yeah. But I wasn't exactly blameless either," he said magnanimously.

"Darn straight you're not," she mumbled with a little less fire than before. What if he hadn't wanted to do anything with her, but didn't want to hurt her feelings, so he'd just... oh, please, she scoffed, he had pity sex with a partially sleeping girl to keep from hurting her feelings? An evil vampire sparing her feelings? Uh-huh, made all the sense in the world. Not.

Besides, he'd admitted to being lonely, so obviously he wasn't adverse to it. Still, what was the reasoning behind that whole long speech he'd just given her over the merits of Dru and Buffy?

"So," she began slowly, not sure she wanted to know the answer anymore, but not able to keep herself from asking. "Not that I didn't enjoy that trip down memory lane, which I didn't, but, was there a reason behind it? A point maybe?" She turned her eyes up to his, pleased to see a smile rather than a scowl.

He looked up at the night sky. The sun had only set a few minutes before, during their conversation. No stars were out yet, no moon. But apparently it held a lot of fascination for him. "Yeah. I was explaining why I didn't want Dru or Buffy anymore."

The exasperation she felt wasn't well hidden behind her rolled eyes. "And that would be because...?" she encouraged.

"They left me wanting more." He shrugged, like they were talking about a football game rather than his love life. "You don't. You *are* the more, Willow."

She was positive her heart stopped beating in that instant. Positive, because her feet stopped working, and she tripped over nothing, and he was walking on, oblivious to her staring after him in shock and amazement and mouthing the words, 'Oh my God'.

Finally, after a good thirty seconds she felt something thumping in her chest, and was relieved to find her heart once again in working order. Though her thoughts were anything but. He was still walking ahead of her, as if he hadn't just said the most romantic thing she'd ever heard. And to her, no less.



(????)

Merle was once again standing before the Bosses, but this time, there was no anger aimed his way, it was all directed toward the warlock that'd just appeared.  Merle's skin was still crawling just beneath the surface from the magical arrival, and the evil pouring off of the man standing regally between him and the table with the Bosses.

"You know what the deal was," the warlock told the three figures seated at the table.  "And, as yet, I've seen no sign of my witch running toward the nearest insane asylum.  Time's running short."

Buffy, looking like she was fighting all her Slayer instincts, sat ramrod straight, not making the smallest move to attack the man, though it was obvious to everyone present that she very much wanted to.  "She isn't your *anything*," she ground out through clenched teeth.

Giles, trying to ease tensions, placed his hand warningly on the slayer's shoulder and addressed the warlock.  "We know the deal.  Why are you here--"

But the slayer just couldn't stop herself from interrupting her Watcher.  "We still have two months.  Aren't you jumping the gun a little?"

Merle's eyes widened at her defiance in the face of such a powerful being.  Evil absolutely flowed off of him in waves that battered Merle like a ship at sea.  He himself wasn't exactly a card carrying member for the side of good anymore, but he was nowhere near as bad as this guy.  Was Mother Theresa compared to him, in fact.

Everything about the warlock was long, tall, and thin. He stood with his hands behind his back, and his head tilted to the side, looking regal, and imperious.  The long, flowing brown cloak that touched the floor to pool around his feet only added to the image.  His long brown hair was tied back with a leather thong; quite the stereotypical look for a warlock.

Instead of answering the slayer, his intense brown eyes, the most prominent feature in his long, unremarkable face, turned to Merle, focusing on him enough to make him nervous.

"Do you think this boy can get the job done?" he asked the trio at the table.

Merle's back straightened and he had to force himself not to pummel the man.  It probably wouldn't do a bit of good, since he wasn't actually there.  The image in front of them was just a magical projection.  Still, he seriously wanted to hurt the guy.  "I'll get the job done," he answered tightly.

"That remains to be seen," the warlock taunted, dismissing him from his attention.  He strode over to the table, facing the three seated occupants.  "Four months is all I'll give you.  Two of those are gone, and another is quickly going by.  If..." he paused, staring down the slayer, "my witch, is not at least approaching insanity by the time the third month is through, I'll--"

"You'll nothing!" Giles yelled, standing up and leaning over the table as he slammed his hand down.  The sound echoed throughout the hollow chamber, startling all present, aside from the warlock.  Giles took a deep, steadying breath and sat back down, straightening his shirt as he did so.  "We have two months left, and you'll do nothing until then, you bloody bastard.  Get out."  His voice was authoritative and unyielding.

The warlock burst out laughing as if he'd been entertained by an amusing play.  "You have no authority over me, Rupert.  I control everything.  If you'd like to save your precious charge's soul, you'll stop ordering those around you who are not under your control.  Careful, or I'll take a month's time away from you."

"You can't do that," Xander said angrily, standing up beside Giles, who'd once again jumped to his feet.  Xander looked very much like he wanted to beat on the warlock.  In fact they all did.  Buffy stood up next to her Watcher and the three of them stared him down.

The warlock wasn't cowed in the least.  He was still smiling, and shaking his head, tossing Merle a look as if to say, 'what can you do?'.  Not wanting to find out, Merle stayed silent.  This wasn't his fight... well, not technically.

"I can do that and more," the warlock countered.  "Contract's are meant to be broken."

"Not this one," Giles said smugly, smirking at the warlock.  All of them were smirking now, and Merle had the presence of mind to back away a bit, hoping not to be caught in the melee about to take place.  "Anya!" he called loudly, "perhaps you could join us now?"

Merle's eyes widened when the blond shopgirl he'd killed a few months back emerged from a door behind the trio.  Behind her was the other girl, the kid.  Alive and well and here.  He'd actually known about the still being alive part, it was the here part he hadn't known about.  Seeing all his victims of one night's mass murder in one room, thankfully not paying him any attention, was a little disconcerting.

Anya joined Xander, standing to one side of him and wrapping an arm around his waist as she laid a stack of papers on the table in front of them.  Dawn joined her sister on the other side.

"You see, Rin," Giles said, "you may have covered your ass by hiding your location from us, keeping us from finding you, and quite frankly, killing you, but we too have covered our asses.  The contract you signed wasn't a simple contract; it's bound with magick."

Merle sucked in a breath at the fury showing on Rin's face, and wondered if magically projecting warlocks could kill with a simple look.

"That's impossible," Rin bit out angrily.  "I'd have felt any magick within a mile radius.  You're lying," he decided, smiling again.

"'Fraid not," Buffy said equally as smugly as her Wtcher, crossing her arms over her chest.  "Anya here has a friend who knows someone who knows someone, yadda, yadda.  Bottom line, Rin?  You're bound just as much as we are."  She leaned forward, wrapping a protective arm around her sister.  "And I like that very much."

Rin glared at them all, spluttering.  "You have two months," he shouted, spinning in a circle and disappearing in a cloud of blue smoke.

The hall was silent for a few seconds before shouts and laughter erupted.  "Kick ass," Dawn said triumphantly.

"Yes," Giles agreed with a smile, then turned to Merle.  "Call in the Djin fellow, I believe it's time."  All smiles slipped away, once again replaced by solemn looks.  "And if that doesn't work," he said into the ensuing silence, "we'll have to take Spike from her."



(November 2001)

Willow's steps slowed the closer she got to Xander's grave. She'd been by this grave, and all the others', numerous times since their deaths, feeling nothing more than a sense of loss and regret. Now, over a month later, it was time to grieve. To say goodbye.

She'd already been to the other cemeteries, said goodbye to Buffy and Dawn. Giles had a small marker beside Buffy's, but he wasn't there. His body had been sent for by the Watcher's Council, and returned to England. Willow was happy he'd gone back to England, she knew he'd missed it a lot more than he ever let on. Anya was here, in the same cemetery as Xander, but not beside him. She'd been buried simply as Anya Emerson. No other words adorned her small marker, since she was a former demon with no past to speak of.

She took a deep breath and made her way to Xander's grave. That stupid spell she'd done had taken something from her. She'd thought to simply control her emotions and concentrate on finding the demon that did it, but in doing so, she'd done a disservice to her friends, and never truly said goodbye to them. Deep down, she still had her hopes pinned on Past Spike, but as nothing had changed yet, and they were no closer to finding the demon to undo the dampening spell, those hopes were fading.

She stopped for a minute, standing in the sunshine before taking those last few steps into the shade where Xander was buried. It was a good spot. He had a tree all to himself, and a marble angel overlooking him from a nearby mausoleum.

"Even now you've got an angel to contend with," she chuckled through a sob. Kneeling down in front of his headstone, she ducked her head, ashamed of herself for not visiting him even once since his death. She threaded her hands through the grass, not sure how to start. So she didn't. Just being there, and thinking about him, remembering him, was enough for now.

After a few minutes, she sighed, and reached out to touch his headstone. "I'm so sorry for not coming sooner, but I did something really stupid, with magick, and it's all fixed now, and I'm here, but... I'm sorry."

Tears slipped from her eyes as she laid down beside the mound of dirt her friend was buried in. She rested her hand atop the new grass, and closed her eyes. "I miss you, Xander."



(November 2001)

Willow dropped to the ground, dodging the fist headed for her face. The vampire didn't even pause. His other hand shot out, grabbing a handful of her hair. She yelled in pain and surprise when he yanked her up solely by her hair, and threw her backwards. She landed in a heap by a headstone, thanking all sorts of powers for not having landed *on* the headstone.

Spike, however, wasn't as lucky. He went sailing past her, landing with a painful thump on a headstone behind her. Being a vampire, he was up almost immediately, charging the two vampires. He ran headlong into both of them. All three bodies fell to the ground amid snarls and growls.

Willow sat up with a grunt, watching as first one body, then another exploded into dust. Thankfully Spike wasn't one of them. He fell backwards, collapsing on the ground with a loud sigh.

"That makes six vampires and two demons. All in one night. You definitely stay home from now on," he told her. "I don't know how Buffy did it." He rolled his head to the side, looking at her. "No offense, love, but you hinder more than help."

Willow's back straightened and her eyes flashed fire. At least, they would have if she wasn't so sore and tired. "I'm not a hinderer. I helped Buffy a lot. We all did." She crawled over to where he lay, and collapsed beside him. "Speaking of Buffy... it's been well over a month... have you heard anything about a new Slayer?"

Spike shook his head wearily. "From who? The one vampire in the next town over that hasn't heard what a traitor I've become?"

She patted his arm sympathetically. "Where do you think she is then? The new Slayer, I mean."

Spike shrugged. "Watcher's Council probably sent her somewhere else."

Willow thought about it for a minute. "Would they really do that? Send her somewhere other than where a big ole Hellmouth is? That doesn't make sense."

"They've got--had--two slayers who didn't play by their rules. They lost face with not only Buffy and Faith, but also with Giles."

Willow yawned and rolled onto her side. She wanted to curl up against Spike, but didn't dare to. After their conversation last week, they'd avoided all topics leading to what they felt. Avoided almost all touching, but for the smallest gestures. Nothing was resolved, but it wasn't unresolved either. It made sense to her in her head, but when she tried to explain it in words, it just didn't make any sense at all. Still, she'd found it harder and harder to stay on topic when she was around him. Found it hard to keep her thoughts in line.

She sighed, annoyed at herself for once again letting those thoughts sneak in. "Or, there is no new slayer."

Spike rolled onto his side as well, facing her and raising onto one elbow. "Why not? One dies, the next is called and all that. That's how it works."

"Well, yeah. But, Buffy died once already, maybe there aren't any more after that. Otherwise, the Watcher's Council, being the wankers that they are, probably would've pulled a Flatliners." Seeing his confused look, she explained, "Keeping some Slayers on life support, killing them and then bringing them back to life again. They could make an army like that."

Spike grinned. "Wankers? You've been hanging around me too long. Wait a sec, did you say Buffy died once before?"

"Uh-huh. The Master killed her. It was in a prophecy and everything. The Anointed One led her to The Master, The Master bit her, then threw her face down in a pool of water. She drowned."

Spike rolled his eyes. "The Anointed One... that bloody little bastard. Glad I killed him when I first got to town."

Willow snorted. "Yeah, it's not like you ever tried to kill her. Or me. Or--"

Spike cleared his throat, talking over her. "So, how'd she survive then?"

"Xander and Angel found her. Xander did CPR on her. That's how Kendra was called."

"Who?"

"Kendra? Tall, beautiful, Jamaican--or something--accent? Helped drop an organ on you... the one that Drusilla killed?"

He nodded, finally getting who she was talking about. "Right, right. Should've said that last bit first. What's with the anger?"

She chanced a quick look at him. He'd admitted it no more than a few days ago; Dru was still someone he loved. Would he applaud her? Smile and beam with pride for his princess?

Her voice, when she finally responded, was void of emotion. "While you were off making nice with Buffy, your precious Dru was busy killing Kendra, kidnapping Giles for Angelus to torture, and giving Xander the first of many casts on his arm. You may have a soft spot for her, but I don't." Well, not completely devoid of emotion, a little had slipped in there despite her best efforts.

But, Spike hardly seemed to notice it, he was too busy smiling reminiscently. "Dru always did like big to do's. Never did anything small. So, where were you while all that was going on?"

She shrugged. "Up in the stacks, under a bookcase. Happily ensconced in coma-land."

He sighed and shook his head. "I'm glad you're not dead. Good thing I didn't know, I'd probably have--"

"Finished me off in the hospital, or cheered Dru on as she killed me?" she interrupted dryly.

He grinned unabashedly. "Yeah. Sounds about right." And then, completely going against their unspoken rule about touching, he caught her hand as she playfully pushed at him. As if that weren't enough, he went even further and wrapped his own hand around hers, twining their fingers as he kissed the back of her hand, his cool lips pressing lightly against her flesh.

It was on the tip of her tongue to chastise him, and yank her hand back, but she was a little busy shivering at the feel of his lips on her skin. She tossed a hasty glance at him, hoping he hadn't seen her reaction. He had. She was caught by his stare. Was this it then? The moment she'd been waiting for since he'd made her heart stop?

Was she about to find out what he wanted from her? Seeing his eyes so focused on hers, she could almost imagine she saw desire there, but, no, it was just amusement.

Pulling her hand from his, she stood up. "Come on, old man, let's go." The moment was over, so she felt safe in holding her hand out to him to help him up. It was a very clinical thing to do.

He took her hand, yanking her down to his level. "Here now, who you calling 'old man'?" he growled at her.

She pushed him backwards, and he pulled her with him, and suddenly, oh God, she was laying on top of him. What about the rules? she wanted to yell at him, but she couldn't say a thing to save her life.

Or her heart.

The next thing she knew, they were in one of those cartoon-ish situations that you think never happen in real life.

Nervous with the closeness, and the feelings shooting through her from contact with him, she tried to push herself away from him, but she forgot to put her hands on the ground beside him, and ended up pressing down on his stomach. He shot up in surprise, dislodging her from her kneeling position. She fell forward, hitting Spike's forehead with her own.

The moment no longer fraught with desire and longing, she giggled madly, unable to hold back when faced with his scowl. His scowl deepened, and she laughed harder.

"Just what's so funny, love? Hmm?" he asked, a devilish grin curling his lips. "This?" He tickled her sides until she was left gasping. "Or maybe this." He rolled them over, held her arms above her head in one hand, being careful of the one in the cast, while trailing his fingers down the inside of her arm. She shivered, giggling even more. "Ticklish, love? Ah, that's too bad," he teased, "because, as you know, I'm all about torture."

Willow tried to get her arms free, but he wouldn't let her. "Spike," she giggled, "Stop. Please." She raised her knees behind him, hoping to dislodge him. He was pushed further forward, and she sucked in a breath at the intimate contact.

Suddenly, he leaned over, and she was afraid that he was going to kiss her, and equally afraid he wouldn't. She knew that if he did, she wouldn't be able to deny him, to stop him. To pretend she didn't care. But he didn't kiss her. He put his hand over her mouth and looked past her.

"Quiet," he whispered, his lips touching her ear. She shivered, mentally cursing her body for being so pathetic. If ever there was a time not to be turned on by Spike, it was now. She tried to move, in order to look behind her, but Spike held her still, his yellow eyes practically glowing in the dark. A shiver of fear worked its way through her.

His eyes snapped to hers, then back to the darkness around them. A noise to her left drew his attention and he climbed off of her. Willow admired him as he moved stealthily toward the trees. He once again reminded her of a panther, bringing back memories of William, and the first time they'd made love. No, she corrected, had sex. They'd had sex. She and Tara had made love. She and Oz had made love. She and William had had sex.

And most definitely, she and Spike had had sex.

Spike slipped into the darkness, disappearing like the good little creature of the night he was, only to return a minute later, shrugging. "Nothing there. Must've been a cat or something."

"Oh." She stood up, wondering if he'd faked the noise just to get away from her. She straightened her clothes, brushing the grass and leaves off. "Another night, another waste of time. We're never going to find the shapeshifter. Not until it wants us to anyway. That stupid location spell doesn't work worth a damn." A thought hit her, and she chuckled humorlessly. "Not that we would know how to kill it if we did run into it."

Spike slung his arm around her shoulders and grinned down at her. "I ever tell you you're a pessimist, Willow?"

"Aww, thanks, Spike. I ever tell you you're the sweetest vampire I've ever met?"

"Bite your tongue, Witch." He hooked a thumb at himself, giving her a haughty look. "I, am not sweet. See?" He vamped out and showed her his fangs.

She studied him closely, turning his head this way and that. "That whole grr-y thing and stuff? I'm over it. It's just not scary anymore. It's cute... like a teddy bear."

Spike looked offended. "Am too scary. Let's go find some humans and I'll vamp out. Come on. Bet *they'd* run screaming."

Willow shrugged, and, ooo, his arm was still around her shoulders. "If you really want me to be afraid of you, try to kill me. That should do it."

His arm tightened around her. "I don't want you afraid. Where would be the fun in that? I just want you."

Willow drew in a breath, wishing he meant that, wishing he'd stop with the incessant teasing. "Well you can't have me, I like my blood just where it's at, thank you very much."

She started to walk in the direction of the entrance, but Spike spun her around. His eyes were so full of want and need that Willow's stomach did a little flip-flop. One look from Spike could do that to her. And now he knew it.

"Not your blood. You. I want to kiss you." He leaned forward, pressing his lips softly to hers, while she stared at him with wide, shocked eyes. "I want to touch every inch of you." His mouth slid down her neck, trailing small kisses along her heated flesh. "I want to make love to you." He closed the minute distance between them by pressing his hand on her lower back, forcing her into him so that she could feel his erection. "I want to watch you as you go over the edge... and I want to be the one to take you there." His mouth finally settled over hers, devouring her with such intensity, that Willow had trouble breathing.

Unsure what was happening, what had caused such a turn around in him, she tore her mouth away from his. "What--"

He put his finger on her lips. "I love you."

She stared at him in shock, sure that she was dreaming.