Summary: Willow's a total wreck after Oz leaves town, can Spike take her mind away from him?

Disclaimer: If I owned anything would I really be writing fanfiction?

Rating: A little bit PG for some really, really minor sexual situations – but it's pure fluff baby!

Author's Note: Not set in any particular season. There is no Tara and I'm assuming that when OZ came back in season 4 he and Willow got back together – hence the break up ::grin::

AN Cont'd: The song, "This Side of Me" is by Savage Garden,

He could smell the tears on her cheeks as she brushed past him, out of the Watcher's apartment and into the night. Glancing at the others, all absorbed in their books, Spike stood and followed Willow. No one took any notice. The redhead had practically begged Giles to let her leave the research session early. Frowning, eager to identify the newest demon arrival on the Hellmouth, the Watcher had agreed. Willow ignored his disappointment and fled the tiny apartment.

          Half way down the block he saw her stop, covering her face in her hands. Willow's sobs echoed through the air, the salty scent of her tears drifting past Spike who stood in the shadows. After a moment she straightened herself, dried her cheeks, and continued walking. The redhead was devastated from Oz leaving. More than a month before she had caught the wolf with another girl and two days later Oz skipped town. No note, no explanation, no contact since.

          Her friends thought that she was 'getting past it', not able to see through the smiles Willow forced. Spike saw it. Saw her pain, her confusion, her vulnerability. Buffy and the others were so careless, so blind. They didn't see how their words hurt her, how their happiness tore her apart. The Scoobies teased and joked with the redhead and she laughed and smiled but in her eyes Spike saw that she was screaming. Screaming for someone to notice, for someone to care.

          Outside her house Willow fumbled around in her bag. Frustrated and angry she threw her bag across the lawn violently, a single painful cry passing through her lips. Turning away the redhead slid her key into the lock and slammed the door closed behind her – the black bag left sitting atop the damp grass. Spike watched her move through the darkened, empty house. Through the living room, up the stairs and into the bathroom.

          From her balcony Spike watched the redhead stagger into her bedroom and noticed, briefly, that she had changed into sweat pants and a tee-shirt. Sighing she stood at the center of her room for a minute, looking so lost it tugged at the vampires undead heart. She was so innocent, so fragile but still so incredibly strong it baffled Spike. Willow had been through so much in her life and she was still standing strong. The redhead was truly amazing.

          Curling into her sheets Willow silently cried herself to sleep, her cheeks still wet. Hearing the gentleness of her breath Spike eased open her balcony door and slipped inside. For a long time he just stood at the foot of her bed and watched Willow sleep. The rise and fall of her chest, the slow rhythm of her breathing, the fluttering of her eyelids. She was perfect.

          Music filtered through Willow's mind and her eyes opened slowly. Her bedroom was alight with candle flames and the distinct sound of soft music surrounded her. Sitting up, confused, the redhead looked towards her stereo. Green eyes met blue. For a moment Willow simply starred at Spike who stood looking back. Searching his eyes she read his desire, his need; saw her own pain reflected in his gaze. Pushing herself to her feet she went to him, wrapping her arms around his neck, pulling him close. Together, slowly, they danced to the music.

"I want to move in time with you.

I want to breathe in rhyme with you.

I want to feel the deepest kiss.

And I want to know you feel like this.

"For this one time, one time

let my body do what it feels.

For just one time, one time

let this fantasy be real.

Because I'm not afraid to

let you see this side of me."

Her head resting against his chest Willow let her tears fall. Holding her tightly Spike closed his eyes and lost himself to the slight redhead in his arms. For that moment the world slipped away and only they existed – together in that dance. Looking into his eyes Willow felt his desire as her own and craved the affection he was so willing to give to her. Lifting her head she pressed her lips to his, inviting and willing. A kiss of passion, of need, of lust.

Small hands slid beneath Spike's duster, forcing it off his shoulders. Those same hands pulled at the hem of his shirt, urging it over his head. Soft fingers brushed across his chest and back, tracing the length of his arms and caressing his cheeks. Such passion bubbled beneath her innocent appearance – passion that remained so long untouched, unnoticed.

Stepping out of his embrace Willow lifted her tee-shirt over her head, her arms reaching for the vampire that looked upon her so fiercely. Lips, cold as ice, brushed her neck, her jaw, her shoulders; teasing her lips. Soft cries of pleasure echoed from Willow's lips, her fingers nimbly working the clasp of his jeans. Feeling his hands trace the hem of her pants Willow looked into his eyes, setting her hands over his, helping Spike lower the material.

"I want to feel your hand in mine.

And I want to feel that rush in my spine.

And I want to wear the scent of you.

And do all the things you want me to.

"For this one time, one time

let my body do what it feels.

For just one time, one time

let this fantasy become real.

Because I am not afraid to

let you see this side of me."

          Lying on her bed, her hair caressing her cheeks, Willow watched Spike as he looked at her. His eyes traveling the length of her body, burning a trail across her flesh. Willow had noticed the way he looked at her from the beginning. She had always felt his eyes upon her, wanting her, craving her. She had heard her body scream out for him, for his touch, his kiss. Oz had never erupted real passion in her, he had never tried. She had loved Oz with all her being and tried to be what he wanted but in the end he had left, and with him went her heart and her soul.

          But there, in that moment, with Spike's body pressed against hers, Willow forgot Oz and the heartache he had created. Kissing Spike Willow let her hands caresses his skin and loved the feel of his hands upon her body. Lifting her hips Willow pleaded, silently, for the release she craved. Lowering his body Spike embraced the slight redhead and felt the heat, the passion she held inside.

          Together they moved, the soft rhythm of the music pulsing through their veins. Bodies joined as one, locked in a dance older then time, Willow and Spike were alone in the universe, lost forever in their own eternity.

"I feel the danger, the separation.

I want to take your invitation.

This separation's all around

I need this side of me.

"I want to move in time with you.

I want to move in rhyme with you.

I want to stitch my clothes in sin.

And in the dark I want to

find that door and go within."

          For a moment in time a vampire and a witch were joined as one – the pain, the death, the heartache, all of it gone as time stood still. Together they forgot the world around them, forgot the struggle of life, the fiery pain of love, the eternal sting of loss and betrayal. A dance of need and of passion consumed them if but for a moment in time.

"For this one time, one time

let my body do what it feels.

For just one time, one time

let this fantasy become real.

Because I'm not afraid to

let you see this side of me."