A/N: Hey! This is my second attempt at a song-fic, the first went by alright, and I have high hopes for this one. BE WARNED; this is high on the fluff-o-metre ;) Anyway, the song is taken from Joey Fatone's - N'Sync - song "Ready To Fall", off the soundtrack "On The Line". Take a look at it, it's good.
Anyway, I was listening to this one night, and it struck me just how Spuffy it is, so, voila! This story was born. Hope you enjoy.

Disclaimer: Nothing's mine, although I so wish it was, don't we all? No copyright infringement was intended.

Distribution: Sure, just tell me first.

Set" Just after "First Date" but this is so far from the story it's practically AU, so no spoilers, and hardly anything from the episode is mentioned.

Last thing, I love reviews, even constructive reviews is welcome, but no flames please :) Now, onto the story! Enjoy!
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Ready To Fall

'Because I'm not ready for you to not be there'

That thought, that one single, itty-bitty thought, had plagued a particular, peroxide blonde vampire's mind from the moment it had been uttered, till now, not twenty-four hours later, while he pretended to be watching a chick flick of some sort with Dawn and the various - and numerous - Slayers-in-training. "A Walk To Remember" or something like that. He was acting as baby-sitter while the Scoobies patrolled for the night. But really, all he could think about was that one sentence. Nothing else.

Not one single time, in his entire existence, had Spike been affected so much by just ten little words. All seemingly random and insignificant words that held no meaning or symbolism when separate. But together, they brought out more emotions in him than anything or anyone could or ever would.

Surely, the girl had some idea what it had meant to him, and surely she wouldn't say that just to see a reaction out of him. Surely, she wasn't that cruel to say something like that and not mean more. Surely, surely, surely. So many things that he wondered about. So many questions he had no answers for.

Absently, the vampire looked at the timer on the television set. It read 11:59pm. Vaguely, the vampire remembered that he should've had the girls in bed hours ago, but mostly he was thinking that the gang should be home any time now. Perhaps he should have a talk with a certain beautiful blonde slayer.

As the credits to the film rolled up the screen, he set weary eyes upon the dozens of crying girls, mentally groaning at the sight of many girls blowing their noses on the various tissue boxes littered around the floor.

"Time for bed kiddies. Unlike some people in this house, you all need sleep."

He once again set gaze upon the misty eyed children, each looking anything but tired. He tried again; hoping the guilt card would come into play nicely.

"C'mon girls. If you aren't in bed by the time the slayer gets home, you know who she'll blame, and I don't fancy finding my new home in an ash tray."

That set 'em going. The vampire was almost knocked over by the sudden rush of girls. He wondered amusingly how fast the girls seemed to go, especially Dawn, although she was one of the last up, pausing quickly to give him a goodnight kiss on the cheek. The others he could sort of see how, being potential slayers, but still, it was definitely weird, but in a way, oddly comforting.

"Oh yeah, ya still got it ol' boy," he whispered to himself, proud that he in fact hadn't lost the touch, even after so long.

After waiting a few minutes, making sure all of the girl were asleep, the vampire set to work on cleaning the mess that the girls had made, and had conveniently forgotten to clean up in their haste. Hmm, maybe he need to work on his technique a little...

He was in the kitchen when the sound of the door opening and hushed voices talking excitedly made it to his vampire-enhanced senses. The microwave clock read 12:07am. Spike almost found it funny how their were so many items around the house that you could tell the time from, but no actual clocks.

Exiting the kitchen and entering the living area, he found the Scoobies all talking with each other. Though Giles wasn't there, currently being in Spain, picking up the newest SIT, Andrew tagging along for God knows what reason. Spike found it funny that Whelp Jnr wanted to follow the Watcher on a particularly boring field trip, but he found it downright hilarious that the Scoobs would agree to him going. Maybe they just needed him out of the house.

A small smile appeared on Spikes' lips when he noticed the whelp and demon girl talking. He still didn't fully like - or trust - Harris, but Anya had always been nice to him, so her happiness made him happy. 'And still the soul interferes with my thoughts', he realised bitterly. He still, after all this time, wasn't used to the soul inside him changing the way he felt about everything. 'The Old Spike' wouldn't have thought something as poncy as 'her happiness is my happiness'. Still, that didn't make it any less true.

He looked at the other two girls, and was surprised to find himself staring into the hazel eyes of his love. She gave him a warm smile upon seeing him.

"Hey Spike," her words and tone as warm as her smile.

The others turned towards the vampire, each muttering greetings in turn, of which he replayed, with Harris it was more a manly nod.

"You still up? Would've thought you'd have gone nappy-time long ago," Willow replied, checking her watch and eyes bulging slightly as she realised the time.

Spike gave her a small smile.

"Great thing about vampires, luv, don't really feel the need to sleep at night, more of a day person to be honest." Willow shot him a 'oh, right' look, having the decency to look sheepish. He smirked at her embarrassed state, feeling like the old Spike once again.

"We killed five vampires tonight. I helped with two!" Once again, Anya's enthusiastic demeanour brought a smile to his face, and he couldn't resist the urge to respond as one would with a little kid.

"Really? Well, love, I've got to say I'm impressed. Way to go, Anya." He noticed Red and the slayer trying to stifle a giggle, with the whelp looking on with mild anger, but the smile on his face gave him away. Still, Anya was oblivious, and that was how Spike wanted it.

"So, five in one night. That's a lot, think it's got anything to do with the Hellmouth bubbling and so forth?" At this, the slayer gave him a non-committal nod.

"Possibly." She didn't elaborate any further, but Spike could see she was thinking about it. It seemed damn likely to him anyway.

That sat in silence for a bit, wondering what to say next. The silence was broken by Willow, changing the topic to steer it away from the dark and dreary.

"Hey, Spike, how long ago did the girls get to sleep? Hope you didn't let them stay up to late." She was giving him a mock authorative glare, but he could see some sort of seriousness hidden, and he wasn't about to get in trouble.

"Oh, they've been in bed for hours," he stressed the last word for show. "Yeah, been fast asleep for a long time, been occupying myself with...." His sentence was cut short by a quiet, yet unmistakable giggle from the basement. At this, half glare, half amused looks were sent his way from every person in the room. Still determined, he did not let that deter him.

"...but some little nippers, you know, just can't get to sleep, too much excitement, yeah, too much......and I can see you're not buying this for a second, so I'm going to save myself the pain and embarrassment by just stopping now." With that he closed his mouth, this time him being the sheepish one, with the others looking on in silent laugher, except for Xander who was barely able to contain himself. He gave the whelp a half-hearted glare, but couldn't handle much more. They were right to laugh; he did a pathetic job of covering up.

Willow, being the most sensible person in the room, was the first person to compose her self.

"Yeah, well, I think we've all had enough fun at Spike's expense for tonight." At that, Xander opened his mouth wide in a mock gesture so everyone could see he was joking, and closed it quickly as Anya shot him a glare nonetheless.

"I don't know about you guys, but I'm pooped. I'm off to bed."

Everyone muttered a good night as Willow headed upstairs and into her room, followed closely by Xander and Anya after they had bid good night also.

Spike was not at all surprised when he heard only two bedroom doors close.

The living room now being bare of all but two occupants really made the room look big in Spike's eyes. His eyes roamed the place, willing himself not to look at her face. Finally, not able to contain himself any longer, he glanced in the vicinity of the slayers direction, only to be graced with the view of her backside as she turned to sit on the oh-so-comfy looking couch.

As he watched, Buffy shed her coat and rested it on the arm of a nearby chair, plopping herself down close behind.

Her entire features screamed of exhaustion, the smile that she had kept on for her friends melting off as she saw that it was only Spike in the room, and that, despite everything, she could be herself around him and not feel worried about what he might think.

Against her better judgement, she signalled the vampire to sit down next to her, as he was just then staring at her as if he thought she couldn't see, his face equal parts confusion, worry, and undiluted love and general awe. The last two Buffy was quite familiar with when she searched his eyes.
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I get a feeling I can't explain
Whenever your eyes meet mine
My heart spins in circles
And I loose all space and time
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As Buffy searched the vampire's face, looking for something she never even knew she was looking for, Spike searched her eyes too, simply needing validation that she had gotten through yet another day reasonably unscathed.

After minutes of silent pondering, Buffy seemed to realise what she was doing, and immediately jumped up from the couch as if it were burning her every fibre of being.

Just as quickly, Spike stood also, worry creeping in as he racked his brain to discover what he had done wrong this time. Coming up empty, he decided to ask the lady herself what had her so jumpy.

"What's wrong luv? You're usually not this skittish." And it was true, she wasn't, and Spike still couldn't help but feel as if he were to blame.

Silently, Buffy gazed into his eyes, not quite seeing him, and then down at the couch, where she had been resting just moments before. Shaking her head slightly, she cast him a small smile.

"Nothing, I'm fine."

As usual, Spike didn't believe her, and he voiced his doubts.

"Really, I'm ok, just a little tired, I guess. I think I might head upstairs, catch what little sleep I can before day."

Spike's hand caught her wrist as she was turning around. Despite her believing to the contrary, there was something wrong, he knew it, and he wanted her to admit it, so they couldn't both be the better for it.

"Please, love, can you tell me just this once what's on your mind," even as he voiced the words, Spike knew they sounded wrong, somehow harsh, though Buffy didn't seem to pick up on it, so he shrugged it off and continued staring intently at his love.

She stared right back.
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And now that we're standing face to face
Something tells me it's gonna be ok
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After a minute, she sighed, shoulders slackening a little as she showed him just how tired she really was.

"I've just got so much on my mind right now, I guess it's all becoming too much to bear."

Even as she said it, Spike could feel there was something still that she was holding back, not a huge something, but big enough to be causing her some kind of pain.

"Pet, is it rude for me to say I don't believe you?"

The vampire suppressed a chuckle as the blonde slayers eyebrows knitted together in a look of pure confusion.

"Well, I do sort of believe you, but there's something else, and I want to hear it."

The eyebrows stayed together, but the look changed, she was more contemplating what he had said than being confused by it.

"You really want to know?"

He nodded, and she did too, but a smaller nod. She sat down again, and he followed suit, but he made sure to sit on the opposite side of the couch, not knowing if he would like what she had to say or not.

"Alright, I was wondering why you're always there when I've got a problem, or am sad, or am hurt. I know I've asked you before, but back then I think I meant it to hurt you. Now, I'm saying it because, when you're here, you help me. Not by saying everything will be better, or that you'll fix it, but by telling me that it probably won't be better, or you probably won't fix it."

It was he who wore the confusion now, though he didn't wait long for his unasked questions to be answered.

"Do you know that the best piece of advice I was ever given was by you? You have never once told me that things will all be ok, 'cause I know you know that you'd be lying. This, with The First, it probably won't get better, but unlike some, you've never tried to shield me from the truth. You're always there when I need the truth, even if I don't want to hear it, I need too, and you always somehow seem to know that."

As Buffy said all this, she had unconsciously began to move closer to Spike, to the point where there was hardly any room left between them. She hadn't even seemed to noticed though, but Spike sure did, and it was making him uncomfortable to say the least.

He stood quickly, and she followed him with her eyes, and for once, when he looks into their hazel depths, he had no idea what she was thinking, but he could practically see the gears twirling in her head, and it somewhat scared him to acknowledge that fact.
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And I'm ready to fall in love tonight
Ready to hold my heart open wide
I can't promise forever
But baby I'll try
Cuz I'm ready to fall in love tonight
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"Why is it that you of all people can make me feel this way."
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I know you've been watching
Choosing your moment
But I've been dreaming of that day
And no one before you has gotten to me this way
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The statement left much unsaid, and though he was hesitant to continue, he had to know what she meant.

"What are you saying, slayer?" his tongue felt dry all of a sudden, and he thirsted for some water.

"I'm saying that I am finally admitting to you having power over me Spike. I never wanted this to happen, and after all that we've done to each other, this should be the last thing that I want, but I have feelings for you Spike. I'm not sure if it's love, maybe it is, maybe it isn't. I am sure, however, that whatever it is, it's real."
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And now that we're standing face to face
There's something I need to say

And I'm ready to fall in love tonight
Ready to hold my heart open wide
I can't promise forever
But baby I'll try
Cuz I'm ready to fall in love tonight
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Spike's first reaction was to pinch himself in case this was all some wonderful dream, but the depth of emotion he found in Buffy's eyes was to real to be made up by his mind, not matter how good of an imagination he had.

Reaching out, almost blindly, he cupped his palm around her cheek, stroking the smooth skin and relishing the fact that she was leaning into his touch, willingly.
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Nothing is certain
This I know
But wherever we're heading
I'm ready to go
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Buffy looked up suddenly, though slowly; her large eyes a rainbow of emotions.

"I can't promise anything Spike, you know that. I've lost way too much to be able to trust anyone enough to open my heart fully for a long time. I can't promise that we'll last, cause God, or the Powers That Be or whatever seem to like having me miserable. I can't promise that this will be easy for us. What I can promise you, is that this is real, I think I love you, William. And if you promise not to live, I'll do the same."
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I can't promise forever but baby I'll try
Cuz I'm ready to fall in love tonight
Yes I'm ready to fall in love tonight
Yes I'm ready to fall in love tonight
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Placing a chaste, soft kiss to his lips, a kiss promising more to come, she pulled apart from him and gently tugged at the vampires hand, pulling him up the stairs and towards her bedroom.

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A/N: Well, hope you enjoyed that, and if you did, spare a few minutes to tell me about it ;) Just quickly, I do have an idea for a sequel that would basically follow on where this left off, and if you want me to write it, all you have to do is ask. Seeing as you're reading this, I'm going to believe that you have read the story, so thank you! All I do is for you people! That's it for now, I'm out!

Em