Buffy stood by the kitchen counter as the SIT's dispersed toward their various sleeping accommodations. She managed to catch Spike's attention as he moved past her towards the basement door.

"Spike?" she whispered softly.

"What is it, Buffy?" He stopped to look at her, his hand resting on the doorknob.

"Can I ask a favor?"

He paused uncertainly, then gave a slight nod. "Sure."

"Can I, uh, spend the night with you?"

She saw his panic stricken look before he managed to turn away. His fingers tightened on the doorknob. Oh God. He was getting the wrong idea. This was such a mistake.

"Uh."

She could tell he was trying to come up with a way to turn her down without hurting her feelings. Her words rushed out

"I-It's just. I haven't been sleeping well. Bad dreams. And the girls have been complaining. I'm keeping them awake. So I was hoping to give them a break for a night or two. A night. One. Night. Only. I don't have any place to sleep."

She finished, wondering if her words sounded as lame to him as they did to her.

He stood for a moment, considering.

"Yeah. Okay."

Without looking at her he opened the door to basement and descended the stairs. She followed him down hesitantly, accepting the spare blanket that he handed her. He ignored her as he silently undressed and settled in under the covers. Lighting a cigarette from one of the candles on the table next to the bed he leaned back, one arm raised against his pillow, and stared intently across the basement at the opposite wall

Buffy quickly wrapped the spare blanket around her and stretched out on top of the covers, facing him. She swallowed nervously. She hadn't expected for things to feel this - complicated. She knew that he was leaving, of course. He'd told her that morning. When the apocalypse was over. If they survived. Not that she hadn't expected it, or even wished for it at least a thousand times over the years, but the tone of finality in his voice still had shaken her. She felt numb, and the words seemed to be only just sinking in.

"Where will you go, then? When this is over?

"Don't know. Haven't given it that much thought."

"Are you going to try and find Drusilla? See how she's doing?"

"No"

"Why?"

"Because I'd end up having to kill her. And I don't think I can."

"I'm sorry. About all this." She whispered into the pillow.

"S'allright. " He replied. "You need your rest, after all." His voice was deliberating, uninvolved.

"I don't mean this. I mean I'm sorry about - everything. I'm sorry I could never be - with you. The way you wanted me to be."

He turned his head and looked at her curiously.

"Are you apologizing to me? There's a first!"

"Well, duh. I just said the words, didn't I?"

"That you did, luv. Question now is why?"

"Because you're going away. And I don't want you to. Because if I'd done things differently you wouldn't be leaving. And now it's too late, because you don't love me anymore."

"Not why I'm leaving, pet. I never said I didn't love you."

"Why are you going, then?"

"Too much pain. Too much guilt. Too much torment, on both sides. Too much water under the bloody bridge. Some things you can't come back from, you know? No matter how much you wish things could be undone."

Buffy took a deep breath. "Would it make any difference if I told you that I love you?

"No."

"Why not?"

"Because I need to be more than your security blanket, Buffy. I need to be more than the bogeyman you sleep with so you can keep the wiggins at bay. And if I stay, that's all I'll ever be for you. And I know I have no right to even want more than that. I don't want to leave. It's just that I can't stay."

He flicked the cigarette ashes into the old saucer he used for an ashtray and stubbed out the cigarette.

"Now. Time for you to get some sleep, Slayer. I'll watch your back."

His words had the effect of a hypnotic command. That, and his near proximity, his unique smell tinged with the odor of cigarette and leather she had become so accustomed to. She closed her eyes, trying to calm her breathing. She couldn't see him this way, could only detect his presence from the odd exhalation he made subconsciously, out of habit. But it calmed her even as she wondered at it, and she drifted quickly into sleep.

********************

Spike puffed absently on another cigarette, watching her as she slept. He felt curiously light-headed, amazed that she had actually managed to let the words slip out, and in his presence. Conditional though, as always. IF he stayed, she would let herself love him. So much restraint when it came to expressing her feelings for him. Like the words he'd overheard her say the other day. 'Why does everyone think I'm still in love with Spike?' STILL in love. Clever how she had managed to slide her expression of that emotion into the past tense, without it having ever existed in the present. One had to admire her capacity for denial, infuriating as it was.

He couldn't really blame her, though. He was as much responsible for the way things had turned out between them. Conflagration was just what happened when you put gasoline and a lit match together. He'd known, even in the beginning, that there would be pain in loving her. Just to what degree only his human side could have told him. Not that he would have listened, back then.

He had realized at some point in his non-existence that he was different from other vampires, particularly in the way he held on to the vestiges of humanity he'd been left with. The compulsive attraction to pain, though, that had been all vampire's. What had been left in him that was human only served to make the pain brighter, more to be reveled in. Through those years it hadn't mattered whose pain it was, as long as he could be steeped in it to his pores. Now it was his - all of it - and he felt incandescent with it.

He shouldn't let her words affect him so much this late in the game, but they still did. This little slip of a girl had undone him with barely more than words. Well, that and kicked his ass more times than he cared to count. She had taken him apart and left the pieces lying there for him to try and put back together again. He should hate her for that, but he couldn't bring himself to. The worst of it was that he was beginning to understand her. Another good reason for leaving, because she clearly didn't understand herself.

*********************

He woke to the sound of her sobbing seconds before she sat up, confused and disoriented, gasping for breath through her tears. He held her arm to soothe her.

"Buffy. Shhhh. It's all right. It was just a dream."

"I heard someone crying."

"That was you, luv. Just a dream. Want to tell me about it?"

"I.I don't really remember. Just. It isn't enough."

Buffy wiped at her face.

"What do you do, Spike? When you've done everything you can, everything you know how, and it's not enough?"

She slumped over, her head on her hand, and sniffed as another sob threatened to come out. She looked tired, defeated.

Spike gave her an incredulous look.

"I don't know, pet." He replied gently, trying to keep the irony out of his voice. She wouldn't get it anyway.

"But if I ever figure it out I'll let you know."