Spike placed his hand on Buffy's shoulder as she hung up the phone, "You okay, luv?"

"No, but I will be." Buffy tried to smile, "I'll sort it out with him later, now...now we have a fair to go to."

"You sure?" He asked as Tierney lifted her arms up to him to be picked up.

"Very." She took Brenna's hand in hers and they went to the car.

The Fair was bustling with people and activity when they arrived. The girls eyes grew wide at the sight of the rides and the sound of the fair workers voices as they called out to come play their games of chance. Giant stuffed animals hung from rope strung around the booths. The wonderful scent of Fair food hung heavy in the air.

The Merry Go Round seemed to jump out at them as they turned a corner, Brenna pointed at it excitedly, "Look at the horses!"

Buffy grinned, "Let's get some tickets and we'll ride it."

"You want to ride that one, too?" Spike asked Tierney from her perch in his arms, she nodded her head enthusiastically. He pulled out his wallet and handed several bills to Buffy, "Get lots of tickets!" He grinned.

Buffy grinned back, "Thanks." She went to the small booth and was soon back with a handful of tickets.

They went to stand in the short line at the Merry Go Round, Brenna bounced up and down excitedly, "I want to ride the white horse." She watched as a white horse with purple and pink flowers in it's mane passed round and round in front of them.

"Alright, we'll try to get that one just for you." Buffy smiled brightly, the earlier conversation with Giles forgotten for the moment.

The ride stopped and the group handed their tickets to the man and began to board the ride,

Buffy helped Brenna on to her horse and took the one beside it. Spike climbed on a larger black horse behind them, Tierney firmly placed in front of him, she held on tightly to the pole in front of her.

The music started and the horses began to move up and down, round and round. Spike frowned at the choice of music, this was Tennessee though, there was going to be country music at a fair. As he watched Buffy and Brenna giggling in front of him and Tierney laughing happily as she leaned back against him, he listened to the words...

"I will give you my heart

Faithful and true

And all the love it can hold

That's all I can do

But I've thought about

How long I'll love you

And it's only fair that you know

Forever's as far as I'll go."

Not a bad thought he nodded to himself as Buffty turned around and flashed him a smile. Not a bad thought at all.

The ride began to slow down and the music stoppped. Spike climbed down from his horse with Tierney in tow. Buffy helped Brenna off of her horse and they went in search of another ride. Brightly painted lady bugs going in circles weren't too far away and they found themselves standing in line there too, Tierney backed off of this ride though. So they watched as Brenna giggled her way through the ride waving each time she passed them.

They made their way through the kiddie rides and were soon at the Ferris Wheel, Buffy begged off saying she would just hold Tierney if Spike and Brenna wanted to go on this one. Brenna looked a the tall wheel and hesitated for a moment before grabbing Spike's hand, "I want to ride it."

"Okay, lamb. Let's get in line." He pulled more tickets from his pocket and handed them to the man running the ride. He settled her into the seat beside him, making sure she was secure. The ride started slowly as they began to load each seat, the higher they went up the quieter Brenna became.

"You okay, Brenna?" Spike asked noticing how still and quiet she had become.

"It's high up." She told him, her eyes wide as saucers.

"Yes, it is, but I'm right here with you." He took her small hand in his, "I'll take care of you."

"Okay." She held his hand tightly and managed a small smile.

After the first rotation she seemed to relax a bit and even waved at Buffy and Tierney on the ground below. But Spike could see she was releived when the ride was over. "Let's take a break from the rides and we'll go get something to eat, okay?"

"Sounds good to me, those candied apples are calling my name." Buffy walked towards the snack wagon.

"I want that." Tierney pointed towards the pink and blue cotton candy.

"Me too!" Brenna chimed in.

"Look they even have blooming onions!" Spike exclaimed as Buffy placed their order.

They found a picnic table and sat down to eat thier goodies. Happiness seemed to just roll of of them and Buffy couldn't remember the last time she had this much fun. That's when she saw her coming towards them smiling that cold polite smile. "Buffy." The familiar voice made her cringe.

"Hello, Deanna." Buffy managed a smile.

"Well look at you and the girls and," Deanna turned to Spike, "a new man. Well I guess it has been a while since my brother died."

"A little over two years, Deanna. " Buffy replied cooly.

"Yes, I've meant to call. But...you know how busy things can get. Jay and I brought the children tot he fair tonight, you wouldn't recognize them they've grown so. Speaking of, Brenna do you remember me, I'm your Aunt Deanna."

Brenna shook her head, "No."

"Deanna she was only two the last time you saw her at David's funeral."

"And this must be Terry." Deanna turned to Tierney.

"Tierney, her name is Tierney." Spike shook his head with disgust at the woman.

"Oh, yes, I'm sorry. And you are?" She politely offered her hand to Spike.

He ignored the hand, "I'm William."

"He's mommy's friend." Brenna added helpfully.

"Oh, I bet he is." Deanna raised her eyebrow at Buffy.

"It was very nice to see you Deanna, but we promised the girls we'd try to win prizes so we need to go now." Buffy stood up from the table and picked up Tierney.

"Nice to see you too, have fun." The other woman added in voice full of false sweetness before walking off.

"She was a breath of foul air if I've ever seen one, that was your husband's sister?" Spike asked as they walked towards the game alley.

"Yes, his only family left. She never really liked me, thought I had a deep dark past." She sighed, "She didn't know how right she was."

"But her brother loved you despite it all, right?" Spike stopped walking and adjusted Brenna in his arms. He couldn't imagine Buffy losing her husband and his only living family left could be that vile, his poor girl, she had really been through the wringer.

"Yes, he did." Buffy smiled at the thought, "He used to say that Deanna must have been adopted."

"He's probably right." Spike told her as he stopped in front of a game stall, "This look okay, Brenna?" He asked as he put her down.

"I want that one!" She pointed at a large purple version of Mr. Gordo.

Spike accurately threw each soft ball into the large milk can, the man working the booth looked surprised as he handed Brenna the large purple pig. Tierney then picked out a blue teddy bear and giggled happily when Spike handed it to her. "You want something, luv?" He asked Buffy feeling quite confident.

"No, thanks." Buffy smiled back at him. The vendor looked relieved when they walked away from his booth.

Tierney held tightly to the blue bear as she rested her head on Buffy's shoulder. "I think someone is getting sleepy. Maybe it's time to go home?"

"Yeah, I think you're right." Spike answered as he watched Brenna yawn and lean her head against his chest. "It's been fun though, right girls?"

"Lots of fun." Brenna mumbled against his chest.

"Fun." Tierney replied with a sleepy smile.

"I think everyone had a good time." Buffy leaned against Spike and he put his free arm around her as they walked to the car. To anyone watching they appeared to be a sweet little family, Buffy smiled at the thought.

******

Giles hung up the phone and frowned and cursed and paced his livingroom before picking up the phone and calling Angel.

"Hello!" Angel answered on the first ring.

"Angel, how could you not let me know that Spike was back from the dead or undead so to speak?" Giles accused angrily.

"The same way you didn't bother to tell me that Buffy's husband was dead, that she was alone and struggling the last couple years. How could you do that Giles?" Angels voice was as anger filled as Giles.

"I suppose I deserve that." Giles sighed into the phone, "My only excuse is I thought it was what was best for Buffy."

"I didn't tell about Spike because he asked me not too.....at the time he thought it was what was best for Buffy." Angel replied with his own deep sigh.

"This can't end well, you know that." Giles tone was weak, he knew he'd lost this battle.

"Maybe not, but I think.....I think this time maybe we all need to stand back and let Buffy finally get to decide what's best for her. Over the years..we...all of the men in her life have done things we thought were best for her and sometimes she suffered more for our decisions than she would have if we had maybe let her decide?" Angel's tone was thoughtful.

"Perhaps you're right. I...I tend to want to keep her away from anything that might hurt her, she's had far too much pain in her life. I suppose my judgement is sometimes clouded by personal feelings about certain individuals in Buffy's life." Giles conceded.

"I've talked to Spike, he is finding a place in Tennessee, he's going to do his best to make sure she's happy, Giles. He's not my first choice, but he is Buffy's choice...." Angel's voice was soft, "We've always thought we knew best.....but maybe this time she does."

"Maybe, I suppose I owe her an apology." Giles shifted in his chair and sighed, "I will call her tomorrow, and if she'll listen to me..I'll apologize."

"She'll listen, she can be stubborn but she has an amazing ability to forgive." Angel smiled into the phone.

"I suppose she does." Giles agreed as he hung up the phone.

****

"I'll help you get them to their room." Spike whispered as he carried a sleeping Tierney and Buffy carried a snoring Brenna to the bedroom.

He watched as Buffy pulled back the covers on the bed and removed Brenna's shoes, he followed suit and pulled back Tierney's blankets, lie her down and removed her shoes too. Buffy dug around and brought back two nightgowns handing the smaller one to him. She gently removed Brenna's shorts and top and put the nightgown on without even briefly waking her. Tierney opened one eye and frowned at him as he tried to put her arm through her shirt, "Let's get your jammies on." Buffy told her as she watched Spike's struggle. The little girl helped him a bit and held her arms up for the nightgown.

"Night, night." She yawned as she snuggled next to the large blue teddy bear already almost asleep again.

"Night, night." Buffy and Spike replied in unison. Buffy turned out the light and they left the sleeping girls.

"Would you like something to drink? I don't have anything stronger then iced tea," She teased as she walked into the kitchen.

"I'm okay, but you go ahead." He sat down at the table while she poured herself a glass of tea and then sat down across from him.

"Thanks for going with us. The girls had a great time." Buffy sipped her tea, "I had a great time."

"Thank you for asking me to go. I had a great time too.....in fact, " He reached his hand across the table and covered hers, "I would say it was the second best night of my life." Bright blue eyes met hazel as they both remembered what he had called "the best night of my life."

Buffy almost blushed, "And you're still terrified, right?"

"Not so much now." He tightened his grip on her hand never letting go as he stood up and walked around the table to where she sat. He leaned over and kissed her ever so slightly on the lips, she tasted like peach iced tea and he licked his lips when he pulled back from the kiss.

Buffy watched his tongue and suddenly it was very hot in the kitchen and her iced tea wasn't helping a bit. She stood then and wrapped her arms around his neck leaning her face up towards his for another kiss, this one not quite so gentle. They stood in the kitchen wrapped around each other, lost in the kiss. Buffy broke away for a moment and took his hand silently leading him out of the kitchen and through the livingroom towards the hallway. His eyes met hers in a silent question , she only nodded and smiled at him. He kissed her halfway down the hallway to her bedroom.

The loud ring of the phone shocked both of them back to the present, "Should you get that?" Spike asked as the phone rang shrilly once again.

"It's probably Giles trying to make nice. Let him stew a little while. The machine will pick it up."

Buffy grinned at him raising her eyebrows at him, "Unless you'd rather listen to me talk to Giles."

"The machine can get it." He said quickly scooping her into his arms and carrying her into the bedroom.

"Buffy, this is Dawn. Please pick up if you're there." The familiar voice came through onto the machine.

"You better get it, luv." Spike told her he sat her down on the bed.

"I guess so." Buffy sighed as she picked up the phone, "Yes, Dawn, I'm here. But this better be important!"

"It is important." Dawn replied, after a moment something occured to her, "Buffy, why did this need to be important? Am I interrupting something? It's late and I know the girls are asleep, so hmmmm......what could you be doing? You aren't alone are you?" Dawn giggled into the phone.

Buffy couldn't help herself, she giggled back, "No, I'm not alone." She rolled her eyes at Spike.

"Hello, Bit." He called into the phone.

TBC