A/N - Thoughts are italicized.

Oz trudged up his stairs and into his room. His eyes scanned the room for his clock. He spotted it on the floor, hidden halfway under his bed sheets. It read 10:23 PM. Devon had decided to extend practice. Well...Devon wasn't actually practing during the extended part, but more flirting with a slutty blonde groupie that showed up to watch them practice. Not that Oz was completely there, himself. About every five seconds or so, his thoughts drifted back to Willow, and that amazing kiss they shared after school the day before.

Oz set his guitar carefully on his bed, then looked at it.I'm gonna have to write a song about Willow one of these days. He thought. Not that it was a burden or anything. He was sure lyrics for a song about, or for Willow for that matter, would come easily. He grabbed a notepad off the floor, along with a pen that had several chew marks on it. /Song writing takes extreme concentration/ He noted, looking at the pen. He leaned back on the bed, trying to come up with something. Maybe this wasn't so easy...What rhymes with eskimo?Oz jumped as the ringing of his phone brought him out of his thoughts. He grabbed the phone of his nightstand.

"Hello?" He asked.

There was a soft whimpering on the other line. "Oz..." The voice sniffed.

"Willow, is that you? Are you okay? What's wrong?" Oz asked, panic striking him.

"X-Xander" She managed to choke out between sobs and frequent gasps for air.

"What did he do?" Oz asked, already furious at him for making Willow feel this way.

"I l-love him so much...Why doesn't he love m-me?" She sobbed.

"Will, what did he do to you? You can tell me." Oz pleaded, cradling the phone, as if it would make her feel better. He was so going to punch Xaner in the face tomorrow for this one.

"I went over to h-his house today, to tell him how I f-felt, and I told him that I wanted to p-prove my love for him, and he just left!"

Oz was silent on the other line. Prove her love? What could she mean...When Oz finally understood he was more than furious with that jerk."Did he touch you?" He pratically growled with anger.

"No..." She sniffled. "But I wanted him to." She burst into another bout of tears.

No, no you don't! Oz screamed in his head. Then, his anger softened listening to his precious angel crying. He wanted to tell her how much he wanted her, and how much better he could treat her than Xander. He decided against it, thinking it might cause more trouble and tension between them. "Uh...Are your parents home?" He asked.

"No."

"I'm coming over. See you in a few." He didn't give her time to respond, partly because he was afraid of her answer and partly because he was so worried about her that he wanted to get to her as soon as possible. He jogged to the door, did a double-take and ran back for his van keys. By the time he was in his van and speeding towards Willow's house, his mind was racing as to what could've brought this on.

She seemed satisfied yesterday.. He reasoned. Seeing as he was driving ninety miles an hour, he was pulling up in Willow's driveway in no time. He hopped out of the van and braced himself for what he knew he was about to see. He drew in a deep breath, then exhaled before knocking on Willow's front door. A muffled sob from inisde was the only reply.

He tried again, getting the same reply. He finally figured out that she was saying 'come in'. He cautiously opened the door and peered inside.

"Willow?" He inquired. When there was no answer, he ventured further into the house. He peeked into the living room and what he saw made his heart break.

Willow was curled up in a ball on the couch, with her knees tucked into her chest, sobbing quietly. Oz slowly approached her.

"Willow..." He whispered. She glanced up at him with sorrowful, red, puffy eyes. "Oh, baby." He whispered sadly. She buried her head back in her arms and continued to sob. He cautiously moved closer and sta next to her on the couch.

"I wish there was something I could say." Oz said.

"It's okay." She choked out. "Thank you for being here."

"It's no problem, really." Oz said sincerely.

She managed a weak smile before completely collapsing. "Oh, Oz!" She sobbed. He reached over and pulled her into a protective embrace.

"Shh, please don't cry." He quietly pleaded.

"I c-can't help it." She hiccuped.

"Shh." He repeated, smoothing back her hair and lightly kissing her cheek. She succumbed to him and sat there, letting him hold her.

Oz is so sweet and--- Willow's thoughts ended abruptly when she felt a throbbing pain in her temples. Oz immediatly felt her tense up.

"What's wrong?" He asked, concern evident in his voice.

"Nothing." Willow lied. Oz didn't believe her, but he said nothing, not wanting to disturb the silent comfort that currently surrounded them.

But Xander's always been sweet too-- In a charming, goofy kinda way.Willow decided. She was able to think more clearly since her head-ache disappeared. The more she thought about it, the more odd it seemed that she got a head-sche while she was thinking of Oz, and that said head-ache went away when she thought of Xander. Out of curiousity, she thought of how Giles always wears tweed and how she saw Angel brood for forty minutes straight once with the same result- A pulse pounding head-ache. It didn't last long, because one little thoight of Xabder sent it packing in no time.

That's so weird. Willow quickly dismissed the thought from her mind as she felt Oz pull her closer to him -- And she wasn't complaining. He felt so warm and safe to her. Like she knew he would protect her and comfort her if something came up.

"When you do that it makes me feel like I belong to you." Willow replied shyly.

Oz looked up and gave her a slight smile. "In a way, you do -- If that's okay with you?"

"Yeah. And you belong to me too?" Willow was all too aware of her raging head-ache, but she chose to ignore it. She was completely focused on the man beside her. Oz made a negative sound and her face fell.

"I don't know about that...It wouldn't be very manly." Oz replied. he leaned into her shoulder and pitifully mumbled. "The other guys would kick me out of the manly club, which is of the bad."

Willow giggled and wrapped him in a big hug.

"And those who have clubs would mock me and my non-existent club..." he added, giving her the best puppy eyes someone as emotionless as Oz could give.

"I wouldn't mock you. In fact, you can be in my club." Willow replied sweetly.

"Gladness." He said, eyes shining. "And what club would that be?"

"The Werewolf and His Groupie Club, of course." She giggled.

"Of course." He confirmed. "I should probably be going..." Oz replied with a twinge of sadness in his voice.

"Yeah. My parents will be getting home soon." Willow untangled herself from Oz and got off the couch.

"Are you sure you'll be okay?" Oz asked as he followed Willow to the front door.

"I'll be fine." She smiled. "Thanks to you." She added.

Willow opened the door and Oz stepped out.

"Thank you..." Willow trailed off. Oz leaned forward and kissed her.

"No problem." He whsipered. Willow watched him walk to his van and get in. She walked inside and closed the door behind her, a huge smile plastered on her face. Suddenly Xander didn't seem all that important.

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