Dawn was so tempted to kiss Spike back for a moment. To let go in everything she had been feeling lately. To just forget to think and start feeling. To get lost in the moment.

But she didn't.

She pulled apart harshly, pushing him away.

She glared at the blond vampire with watery eyes, who was staring at her with a expression she couldn't read. Then, she turned around and walked out of the crypt.

This time Spike didn't stop her.

He just stood there, watching the girl he longed for since so long walking -running - away from him.

He had blown it. And he was so aware of it, it hurt.

*-*-*

Dawn walked quickly through the crowded streets, not aware of the curious glances people gave to her. Her only thought was to get to her dorm as quickly as she could.

When she finally reached her dorm, she found herself alone. She went to her room and started sobbing quietly. She didn't want anybody to hear her crying. She hadn't cried over a guy since... everybody knew since when.

She tried to control herself, breathing deeply. No. There was no way she would let this affect her so much.

She remember something Tara had said to her sometime: No guy is worth your tears, and the one that is, will never make you cry.

Dawn had learned that it was true. Darren, Josh, Xander, and all the important guys in her life were always there for her, never to hurt her, but to help her... until now.

Because she knew Spike cared, that he mattered. But he had made her cry. But it wasn't completely his fault. She was so confused, she didn't know what exactly she felt. But she did know that is wasn't plain friendship.

She had stopped crying by now, but her body was still shaking a little.

Then, she realized there was nobody home, and she desperately needed someone to talk to.

Usually, she'd go at Spike's... but that was impossible now.

She breathed in, gaining strength. She stood up, and cleaned herself up. She applied a little make up in her eyes, so they wouldn't look so swollen. It didn't help much, though.

Sighing in defeat, she dragged herself out of her dorm, and stood there in the middle of the hallway for a minute.

She obligated her feet to move slowly; one foot, then another, one step, then other.

She didn't know where to go, or where was she going.

Before she knew it she found herself sitting on a bench in a park nearby the campus.

She sat there for a while, all by herself.

"Hey, can I sit here?" a voice said suddenly behind her, startling her.

She looked up to see Carl. "Carl?" she asked, a little confused. "What are you doing here?"

"Waiting for Lucy. We were supposed to meet here-" he looked at his watch "-14 minutes ago."

Dawn giggled. "Well, you know Lucy. She's never in time."

"I know," he said, sitting next to her. "I still like being early, though. It makes her feel guilty, and then she tries finding a way to make it up to me," He said, smirking.

"You're awful," Dawn said, although she couldn't help a chuckle.

"So, what are you doing here?"

"Um... just a little thinking, I guess."

"Would you mind sharing with good old Carl?"

Dawn moved awkwardly. "Well... you know Spike?"

"Sure. The British guy which you made up with at the ballet."

Dawn let out a bitter laugh. "Yeah. The same."

"What about him?"

She looked curiously at him. "You won't tell Lucy?"

"If you don't want me to, I won't."

She smiled. "I know why Lucy's so in love with you."

"Well, thanks."

"Well... you're a guy, right?"

"Last time I checked, I was; yes."

"Well... Spike, he kissed me," she blurted.

"Oh." There was an awkward silence for a moment. But finally, Carl let out a chuckle. "Um, I'm sorry, Dawn, but I don't see the problem."

"The problem is that he's my friend. I had never dated a friend before."

"So, what's the big deal? I mean, I was friends with Lucy before I asked her out."

"Yeah... but I know Spike since I was 14! I know practically everything about him... where would the surprises be? Besides... he kinda had a thing with my sister."

"A thing?"

"Yes. He was madly in love with her, obsessed with her. He even slept with her for a while until she decided she didn't love him and dumped him. Wouldn't it be weird? Or gross?"

Carl scratched the back of his neck. "Well, Dawn, in my opinion if you really want to be with somebody, it doesn't really matter the past. What matters is what you have now. And about the excitement, the thrill, the emotion... well, you never really end to know a person. Surprises are always around. You don't have to worry about that. It might even be a good thing that you know him so well, you'd know what to expect."

Dawn sighed, letting her chin rest on her hands. "So, what should I do?"

"How should I know?"

"You're a guy! And besides, you're the one giving me advice."

"Er... can I know what did you do when he... kissed you?"

"I... I... I kinda ran away," she tattered.

Carl smiled sympathetically. "Why don't you try talking to him?"

Dawn's eyes widened. "I can't do that!"

"Why not?"

"Because," she said, "I... wouldn't know what to say."

"Well, Dawnie," he said, standing up. Dawn followed his gaze and spotted Lucy looking around. "I cannot help you there. Gotta go. Have a girlfriend to make feel guilty," he said, winking.

Dawn smiled. "Yeah. Thanks."

"Anytime."

Carl walked to his girlfriend. Dawn watched as the eyes of her friend lit at the sight of her boyfriend, and envied everything they had.

Resolution suddenly drown in herself. She stood up and started walking silently, but quickly.

The streets were kind of empty. The wind was starting to blow coldly, and she wished she had brought a jacket with her.

Spike's duster would work, she thought, before slapping herself mentally.

She was walking to Spike's crypt without even noticing. She had been through this road for so many times, she could do it automatically.

This time, however, she was walking so distractedly, that if a vampire decided to attack her there and then she'd probably wouldn't stand a chance.

Her mind seemed to come back to reality, though, when she reached the entrance of the cemetery.

She stopped. What the hell was she doing? What was she supposed to say once she saw Spike?

She shook her head, deciding not to go. She'd just humiliate herself.

She turned around, willing to go back to the campus and cry her heart out to her friends.

But that didn't happen.

Because, standing in front of her, was Spike.

"Planning to visit me, Bit?" he said, teasingly. A smirk played in his lips, and she just wanted to hit herself for noticing how handsome he was.

Dawn moved awkwardly. "Wanted to talk to you."

"About?"

She glared. "You know."

It was Spike's turn to move awkwardly. "Oh. That."

"Yeah."

Silence.

"Why don't we go in?" Spike suggested, after what seemed an eternity. "It's not safe here."

"Ok."

They walked silently, side by side, until they reached the crypt.

Spike walked to the fridge and took a bottle with blood in it. Dawn looked at him, grossed.

Spike noticed her stare. "Pardon my manners," he said, teasingly, "you want some?"

Dawn rolled her eyes. "No, thanks."

She moved silently and sat on the couch, turning on the TV. "So..."

"So..."

Silence, again.

"You wanted to talk?" Spike said.

"Oh. Yes. I mean, well, no but, I... you... yeah, I wanted to talk," she tattered.

"Then talk."

She sighed. She paused for a moment, as to organize her thought. "Isn't it weird?" she asked.

"What is?"

"This... awkwardness."

"Yeah." It's bloody annoying, he thought.

"I... yeah."

"Listen, Dawn-"

"Look, Spike-" they both started.

"You go ahead," she said.

"Ok. Look, Dawn, I'm sorry if I did something wrong, or that offended you or anything, ok? I didn't mean it."

"You... didn't?"

"No. I mean, it was kind of the moment, right?" he continued, thinking that was what she wanted to hear. "We could... pretend I never kissed you."

If it was Buffy or some other girl he had kissed, he'd probably wouldn't say that. But Dawn meant way too much to him, to just let her walk out of his life. If he couldn't have her as something more, he'd at least had her as friend.

"You... you'd like that?" she said, nervously, not sure she wanted it herself.

"I dunno. If I do," he said, shrugging.

"Spike, I- I don't wanna lose you."

Spike startled. He looked at the girl intently. The world rang in his head. Spike, I don't wanna lose you... most of the time people did want him out of their lives. And there she was, probably the most beautiful girl he had ever seen, practically begging him to still think about her.

"Look, Dawn. You'll never lose me, okay? No matter what."

She smiled. But somehow, her smile didn't reach her eyes. "I'm glad."

"I have to be honest, though." She looked at him, expectantly. "It wasn't just the moment, Lil'Bit. Not for me, anyway."

"What?"

Spike threw his arms up in frustration. "Oh, look at me. Turning into bloody Puff."

Dawn smiled. "Well, Angel does have some good things."

Spike smiled at her. "You think so?"

"Totally." She paused for a moment, before adding: "I like you better, though."

Spike grinned. "You do?"

Dawn nodded.

Spike walked toward the girl, closing the gap between them. Then, he started leaning carefully to her face, and slowly.

A/N - God! I'm sooo sorry it took me so much to update. And I'm not still completely happy with this. I know that Spike's a little OOC, and maybe it's a little corny. I dunno! Please, do tell me what you think.

Review!!! PLEASE!