"Spike, what's a one word synonym for fear of heights?" Dawn asked as she did her homework in his crypt.

She was sitting cross-legged on his sarcophagus while he sprawled in his chair reading the newspaper.

"Acrophobia," he replied without hesitation, not even bothering to look up.

"What about fear of people?"

"Anthropophobia."

"Wow. You knew that right off the top of your head."

He flipped the page of the newspaper idly. "What can I tell you, Sweet Bit. I'm a walking, undead dictionary."

"I think it's cool that you're so smart. I'll bet you were always smart. You just didn't want anyone to know."

"Got it in one, Nibblet. You're too smart for me. Kids these days, I'll tell ya…"

His comment made her laugh and he had to bite the inside of his cheek to keep from smiling. She cast him a devilish look and flipped back her hair.

"That's me: Too Smart Dawnie."

"Okay, Smarty. I've got one for ya. What's amathophobia?"

"Fear of algebra?" she piped back.

Now he did laugh and he let her see the humor dancing in his eyes. She preened, making him smile wider at her teenage antics.

"No, Bit. It's fear of dust, namely mine, which I am in danger of becoming if you don't finish your homework and toddle home soon. It's almost dark."

She pouted but returned to her work. "Don't worry. I'm almost done."

"You'd better be. You've been here since you skipped last period."

Her head shot up and she blushed furiously. "I didn't… I wasn't…"

"Don't even try it, Bit. I may be a vampire, but I can tell time, and I do know what time little kiddies like you get out of school. You were here at least 40 minutes before that, ergo you skipped," he interrupted, giving her a knowing stare, one raised eyebrow included.

She sighed and rolled her eyes. "Okay okay. Busted. But it was just study hall and I didn't want to spend fifty minutes reading Romeo and Juliet."

Spike sat a little straighter at the mention of The Bard, his newspaper forgotten. "That what they got you readin' in school, Bit?"

Dawn shrugged. "It's boring and impossible to read and I've, like, seen the movie a gazillion times."

He snorted in distaste. "Movie." 'My only love sprung from my only hate…'

"Hey! Do not knock Leonardo DiCaprio. He is like, so hot."

"Oooo, Leonardo," he said in high falsetto. "He's soooo dreamy. I think I'm in luuvvv."

"Stop it!" Dawn ordered, but she was giggling.

"All right, all right. I shall not sully the holy name of Leo-nerdo DiCraprio."

"Spiiiiike!"

He snickered, but had to add, "You do know that Shakespeare didn't write 'Romeo and Juliet' out of his head, don't you?"

"He didn't?"

"Nope. He based it on an older story, an English translation of an Italian work called 'The Tragicall History of Romeus and Juliet.' He caused quite a scandal when he made the fair Juliet the tender age fourteen instead of sixteen," he informed.

"Ewww. And they get married in the play. That's like, gross," Dawn said, crinkling her nose.

Spike shrugged. "Folks married young and died young in those days, Bit. 'Sides, he probably did it so he could use younger boys for the role of Juliet and make it more believable."

"Because women weren't allowed to act on stage."

"Precisely."

"That is, like, so weird."

"It was the Elizabethan Era. They did a lot of weird things in those days."

"Yeah, like write these really boring plays that are impossible to read," she sighed dejectedly.

"Oh, but that's where you're wrong, Bit. Shakespeare never meant for his plays to be read. He meant them to be *heard* and *seen.* When properly produced and read, Shakespeare's plays are some of the finest, most well written works of art ever created."

She seemed unconvinced and so he recited Prospero's epilogue from 'The Tempest,' the words falling from his tongue almost without his conscious thought.

His mind was elsewhere, however, on a night set in the not-so-distant future when a sorrowful Dawn, bereft of mother and sister, had sat with him in the living room of an empty house that had once been a home. That night it had been 'Hamlet,' and he had tried to draw a smile to her worn face by acting out the part of the Danish prince in his manic state, welcoming the players and dancing about. She laughed then, a thin and strained laugh, but a laugh nonetheless, so he had showed her the humor Shakespeare had written in the murder of Polonius and Hamlet's disposal of the body and subsequent interrogation.

He was the only one who could make her smile then, and she looked to him as the only thing keeping her sane. No one but her ever saw him when he let William out to play, out to recite prose and offer insights into English Literature. It was their little secret and they had guarded it carefully.

While he knew that never having to go through the death of her mother and sister would be the greatest gift he could ever give the girl he had come to view as a little sister; he still sometimes mourned the loss of the closeness they had shared during the summer of Buffy's death. He hadn't let William out in decades, and the freedom had awakened emotions in him he had thought as dead as his soul. He would miss it, even though he knew it was a small price to pay.

William lived full-bore in him now, and only Giles knew he was there, looking through Spike's eyes. Who would listen to him after he had succeeded in his mission? Who would look at him as something other than a monster? Could any suffering or good deed ever atone for all the evil he had done? Perhaps Prospero's soliloquy was more fitting than he imagined, and that was why the soul chose it to recite.

"…Now I want

Spirits to enforce, art to enchant;

And my ending is despair,

Unless I be reliev'd by prayer,

Which pierces so that it assaults

Mercy itself, and frees all faults.

As you from crimes would pardon'd be,

Let your indulgence set me free," he finished, to Dawn's shocked stare.

"Wow. Um... wow."

He bowed his head, embarrassed. "Sorry."

"No. No, don't apologize. That was beautiful."

"Thanks," he mumbled.

"You know all of that by heart."

He shrugged, brushing off her awe-tinged voice. "Know most of 'em by heart; at least my favorite parts. 'S not that hard when it's somethin' ya like."

"I get that," she said seriously. "I like how you talk to me like I can understand. Everyone else is acting all twitchy and weird. And I'm glad that you told me I could come here if it got too much for me. Thanks."

"I'm just trying to keep you safe."

"I know. And I feel safe with you."

Before when she had said that, he had been offended and annoyed, but now he was pleased.

"You're welcome, Bit. Now finish your homework and then I'll walk you home."

Two hours later, an angry Buffy stormed into the crypt to find them both sitting on top of the sarcophagus, candles illuminating the small space. There was an old, worn book in Spike's hand and he was reading from it.

"Round about the cauldron go;
In the poison'd entrails throw.
Toad, that under cold stone
Days and nights has thirty-one
Swelter'd venom sleeping got,
Boil thou first i' the charmed pot," he recited in a false, crotchety voice.

"Ewwww," Dawn said, squirming.

"Spike! Dawn! What the...?" Buffy demanded, looking at them in confusion.

"Buffy!" Dawn greeted happily. "Spike's reading Macbeth!"

"Mac-what?"

"Macbeth. Y'know, the play. By Shakespeare?" her sister clarified.

Buffy gave Spike an incredulous look. "Shakespeare?"

"Yeah. It's the cursed play! Actors are afraid to call it by its real name…"

"What are you doing here? Mom is worried sick," Buffy snapped.

Dawn looked chagrined. "Oh… I… I came here after school. Spike said I could!"

"Spike?" Buffy said accusingly.

He wilted under her angry glare. "I'm sorry. I was going to bring her home hours ago, but…"

He trailed off. There wasn't much to say.

'At least she didn't catch me tellin' Nibblet about my murderin' that family and the little girl in the coal bin.'

"Dawn, get your stuff."

"But… but he's at this really cool part. There's these three witches and they're…"

"I said: get your stuff."

Dawn huffed and jumped down off the sarcophagus to gather her things, leaving Spike to face Buffy.

"I'm sorry Joyce was worried. I really was going to bring her home hours ago," he insisted.

"We didn't know where she was. She never came home from school."

"I told her she could hang out with me when you lot got too weird for her. I'm sorry, I don't have a phone. But you do know she's safe with me, don't you. No one's gonna snatch Little Sis while Spike's on watch."

The angry glare softened somewhat and she relaxed slightly. "I know, but things are very dangerous right now Spike. Glory is out there and so are the Knights of Hack and Slash. And now some vamp's killed six people on a train at Sunnydale Station. We can't be taking any unnecessary risks."

'Six people on a train…' he thought, heart sinking. 'Dru…'

He sighed. "I understand and I'm sorry." He looked at her, wanting her to understand as well. "But you have to know, Buffy, that this is really hard on her. It looks like she's takin' it well, but she's got a lot of hurt inside, a lot of anger. She comes here to hang out and get away. And I don't mind. Not really. I know she's safe and it's better than her bein' out there by herself."

He leaned close and whispered. "'Sides, I think she fancies me. Got a bit of a teenage crush."

At her look of distaste, he pulled back and postured. "Not that I blame her, mind you. I do have a certain devilish charm," he smoothed, giving her a wink.

"Touch my little sister, and I will hand your privates to you on a platter."

He threw up his hands in surrender. "Just kidding, Slayer. Nibblet's virtue is safe with me. Not only is she a bit young for me, but I don't fancy havin' ta face Joyce if her youngest gets compromised. No offence, Slayer. You're tough, but your mum wields a wicked axe."

He knew she knew that he was joking because the impish glint came into her eyes. "Might give me a chance to use that axe you gave me for my birthday."

"What? You haven't used it yet?" he gasped in mock-offense.

"Not much in the way of chopping going on lately. Not that I'm complaining. I've got enough to worry about, y'know."

He nodded. "I know."

"Okay, I'm ready Herr Fuehrer," Dawn announced sullenly. 

"Ok, let's go, Dawn," Buffy said, then turned to Spike. "Thanks for keeping her safe."

He nodded. "Tell Joyce I'll be by tomorrow to apologize. In the meantime, you might want to consider gettin' Kid Sis one of those cell phones."

Buffy gave him a smirk, then put one hand on Dawn's shoulder and guided her out of the crypt.

"Or a pager or maybe even a homing device!" he called after them as the door shut.

Dawn giggled after they were out of the crypt. "Homing device. But hey, the cell phone idea is good. Emily Branchard's got this totally cool one with an N'Sync cover…"

"I'll ask Mom about it," Buffy answered, marching them towards home.

"Really? Cool!"

"In the meantime, Dawn, I think you need to be more careful. We were really worried about you."

"I know, but I was with Spike. He said I could hang with him if I wanted."

"So he said. When did he tell you that?" Buffy asked.

Dawn grew quiet and subdued. "The night he carried me home from the hospital after what happened in the mental ward."

Buffy frowned. "Oh."

Dawn kicked at a stick in her path. "He said I could come to him if I ever needed to go somewhere to get away. I'd had a really bad day. Kirstie was being a total bee-atch again and I just wanted somewhere to go."

She perked up and smiled. "Besides, I like hanging out with Spike. He's funny and oh! You should hear him read Shakespeare! He knows most of them by heart."

Buffy paused and shook her head. "Spike's right. You do have a crush on him."

"No, I don't! It's just he's got cool hair and he wears cool leather coats and stuff. And he doesn't treat me like an alien," Dawn countered, flustered.

"He's over 120 years old! And a vampire!"

"Right. That's why you were never with Angel *for three years.*"

"Angel's different. He has a soul."

"Spike has a chip. Same diff. And even if I did have a crush, he wouldn't notice in a million years. Not with you around."

"What does that mean?"

"Spike's totally into you."

At her sister's stunned silence, Dawn pressed, "Oh, come on. You didn't notice? Buffy, Spike's completely in love with you."

Buffy's face fell and she looked crushed. "I know."

Now it was Dawn's turn to look stunned. "You know?"

Buffy nodded. "I heard him and Mom… talking about it. Then I asked Giles and he admitted that loving me was one of the things Spike had said under the Truth spell."

"So? What are you gonna do?"

Buffy looked away. "I don't know. Both Mom and Giles insist that Spike won't hurt me… or any of us. But I must admit I'm a little wigged and I don't know what to do about it. Right now, we need Spike's help with Glory and I don't want to push him away. And part of me is kinda hoping that it'll blow over and he'll go back to wanting me dead," she admitted.

Dawn shook her head. "Won't happen."

Buffy sighed and ushered them along again. "Then I'll just have to wait and see what he does and deal with it when I have to."

Dawn hurried to keep up. "Do you think you could… you know… love him?"

"Spike's a vampire, Dawn. He's a soulless killer."

"But he's different now. He's changed and he has the chip."

"The chip just makes him a serial killer in prison. Besides, Spike said it himself. Vampires and Slayers weren't meant to be together. I'll never love him and he knows it."

Buffy stopped and looked back at the now dark crypt. She stared at it for a moment before turning back to the path, her face pensive and somber. "Let's go home, Dawn."

Dawn remained silent as she and Buffy left the cemetery.