''Spike? Spike?'' Willow walked down the basement's stairs, looking around the dank, dark room. As she came down, she noticed Spike sleeping in his messy bed, the white sheets covering him partially.

Willow walked slowly towards him, trying not to make much noise. She knelt down the bed and poked him slightly in the shoulder. ''Spike? I brought you blood. Spike?''

He mumbled something Willow couldn't catch, and then turned to her, eyes opening slowly. It took him a moment to acknowledge the figure in front of him. Buffy used to bring him blood. His eyes moved to Willow's red hair, and then back to her face.

''Red.'' Spike said simply, sitting up and covering himself better.

''Blood.'' She repeated, smiling.

''Right.'' He smiled back, taking the cup from her hands. ''What brings you to the dark parts?'' He asked as he took a sip from the cup.

''Buffy's out with Xander,'' Willow answered, sitting in the corner of the bed, ''Thought I'd swing by and check on you. Also, bored.'' She completed, looking down.

''Shouldn't you be snogging with the Potential?''

Willow looked up, forcing a smile, ''Already did that.''

''Got old, eh?'' Spike put the blood down, his full attention turning to Willow.

''I guess.'' She answered, ''Not th-that she got old, I mean, she's n-new,'' Willow started to babble guiltily, ''but-''

''Don't worry, love, I know a thing or two about rebound.'' Spike gave Willow a friendly smile. She smiled back, as she recalled Spike's thing with Harmony.

''It's not that I don't like her,'' she said, ''it's just that...it's complicated.''

''Tell me about it.''

There was a long pause.

''So how's your soul?'' Willow asked happily.

Spike raised his eyebrow, ''In progress,'' he answered, ''I'm getting used to it.''

''Is it that different? I mean, I know it must be, but...besides the whole stalking Buffy bit you're still pretty much the same. Fighting the bad guys with us and all. Same old Spikey-''

''I'm not,'' he answered quickly, then completed, ''I'm drinking blood from a pink mug in the Slayer's basement.''

Willow chuckled, realizing he was right. He was different. Nicer. Obviously still in love with Buffy, but not obsessive. Hungry for blood but not willing to kill for it. Fighting with them without wanting to kill them in the process. Willow still remembered how Spike used to be in the beginning, when he was neither good nor bad. Just there, always. Her memory went back to the day Tara's family came to take her away. They told the Gang Tara was a demon, and Spike, more than willingly, punched Tara in the nose to prove them wrong. His head winced with pain. Tara wasn't a demon. Tara was good, pure...Tara was perfect.

''Red?'' Spike interrupted Willow's thoughts, sounding worried.

''Hmm?''

''You're crying.''

''What?'' Willow noticed her voice cracking as her hot tears ran down her face. ''Oh...'' She tried to clean her face, failing miserably. More tears came down.

''Hey, pet...'' Spike touched her face tentatively, wiping her tears away from her face. He failed too, as more tears came rushing down. He lifted her chin up, not knowing what to do or say. ''You're gonna be alright?''

Willow nodded, getting up, still trying to clean her face from the tears. She glanced around the room uncomfortably, resting her eyes on the pink mug. It was empty.

''Blood. Y-you need more...?''

''No, it's...''

Willow looked miserable, desperate to get away from the memories that had brought her to that state.

''Sure.'' He finally said, watching her heading for the stairs.

''Hey, Spike....'' She stopped, looking back at him.

He stared back, waiting.

''Thanks...''

He smiled. ''Sure thing, pet.''