Willow's eyes widened in horror, her jaw went slack. There was an envelope sitting on her bed.

"Will?" Buffy's voice on the other end of the phone line. "Willow?"

She ignored it, and reached a trembling hand out to open the surprise. A smell wafted out of the package, and Willow knew what it was, but she couldn't stop herself from looking anyway. Jewel colored fish, on a string.

"Willow??"

"Yeah, um. I'm here." Willow put the envelope down, vowing in the back of her mind to have a proper burial in the morning. "Buffy, do you mind if I stay at your house tonight?"

"Yeah, sure, Will."

Willow hung up the phone without saying good-bye, and reached for her backpack.

"I'll be able to find you there, too, Little Red."

Willow stifled a scream and turned around, seeing Angelus sitting in a chair in the corner of her room, a smirk on his face.

"What do you want?" she asked, reaching in her bag, trying to be stealthy, and wrapping her fingers around a stake she kept for emergencies.

"To talk."

Willow blinked. "Talk?"

"Yes, I want to talk to you. Now you, you ramble, so just let me talk, okay?" She was slowly drawing the stake forth, but before she could do anything useful with it, he covered the distance between them, grabbing her wrist and making her drop the stake. "And it would be difficult to talk to you if I were a pile of dust, don't you think?"

She felt herself nod, unable to look away from those dark eyes that were mere inches away from her own.

"You know, Willow, we're not that different," the vampire began.

"I find that hard to believe, I mean, you're like 200 something, and-and you have fangs, and I don't-and-" she was silenced by his lips touching hers, soft, and cold. She felt that heat again, that ice-fire that began in her heart and traveled through her entire body. She couldn't make herself pull away, even if she had been strong enough to do so. He didn't break contact, but she heard his voice in her head.

'You ramble quite innocently for someone with such darkness.'

****

"Will!" Xander's voice broke through her thoughts. She jumped, having been completely enveloped by her memories. "Were you listening to a THING I said?"

"Of course!" Willow said, shaken. "You were talking about - um . . ."

"Giles wearing a tutu."

"Yes of course, please continue."

"And you're STILL not listening."

"I'm sorry, Xand," She said, looking down at her hands.

"Look, Willow, if you expect me to drive you all the way to Los Angeles for reasons you won't tell me, the least you could do was listen to me as I lament my lack of love life."

Willow turned her eyes on him. "Of course, I'm sorry. Lack of love life, I'm with you."

Xander sighed heavily and turned his attention back to the road. "So anyway, as I was saying, Anya is just so-"

Willow's attention faded and her thoughts were turned back in time. Luckily, Xander gave up hope of conversation and decided to play the license plate game. By himself.

* * *

AN:/ WOW! You reviewers rock! I didn't expect raves n' stuff, this is so cool! Well, I do so hope that I'm living up to your expectations on this. If you have any suggestions, let me know, and if I'm getting anything wrong in sequences and episodes, let me know, because I no longer have cable and I'm pretty much going by episode guides and hear-say on these flashbacks. Thanks to all three of you lovely reviewing people!! Keep it up, it's inspiring!