A/N : I was re-watching some early Season 4 eps, feeling really abd for Willow after Oz left and loving the scene in ep 7, The Initiative, with her and Spike. All of a sudden I'd written this little one-shot. Hope you like.
(Disclaimer : Joss owns all the wonderful characters from BtVS. Some of this story has actual dialogue from The Initiative as written by Douglas Petrie)

Revamped : Willow

"I don't understand" Spike said in confusion, as he sat on Willow's bed with his head in his hands "This sort of thing's never happened to me before"

"Maybe you were nervous" Willow suggested, feeling just the same. She wasn't certain exactly how a person was supposed to comfort a vampire who had apparently lost his ability to eat humans, she wasn't even sure why she was trying.

"I felt all right when I started" Spike muttered to himself, "Let's try again" he said, diving on the red-head and taking her by surprise. She tensed but relaxed quickly when she felt no pain and Spike screamed in distress. Apparently he was still the one getting the hurt.

"Maybe you're trying too hard" Willow suggested, carefully shifting her body til she was sitting beside him, "Doesn't this happen to every vampire?"

"Not to me, it doesn't!" he complained, as the witch got a bit of a flashback to last year, sitting beside this vampire on the bed in the basement of the factory. He'd kidnapped her to do a love spell, so desperately unhappy without Drusilla to love him anymore. She understood those feelings now, since Oz left she'd been so deeply depressed and no-one seemed to understand, except Spike probably would.

The pain of someone leaving you, of being so alone, and being betrayed into the bargain. Sometimes she just wanted the pain to stop, like tonight, just wanted it all to end. Spike could've taken her out of this world tonight but he hadn't.

"It's me, isn't it?" she said, looking down at the carpet.

"What are you talking about?" Spike asked, shooting her a sideways glance.

"Well, you came looking for Buffy, then settled" the little witch shrugged, knowing how much more desirable her Slayer-friend was than she. She'd been with Angel, Parker, now Riley wanted her, and if Xander was ever given the chance he'd be right there too, "You didn't want to bite me" Willow told the vampire beside her, "I just happened to be around"

"Piffle!" Spike scoffed, but the red-head wasn't convinced.

"I know I'm not the kind of girl vamps like to sink their teeth into" she said with a shake of her head, "It's always like, 'ooh, you're like a sister to me' or 'oh, you're such a good friend'"

"Don't be ridiculous" Spike cut her off, his hand finding it's way onto her knee, "I'd bite you in a heartbeat" he said seriously.

"Really?" Willow wondered if he was lying to spare her feelings, though this was Spike, an evil vampire, so it was unlikely he'd care what she really felt.

"Thought about it" he admitted with a smirk, "Remember last year?" he went on to say, fingers drawing patterns on her thigh, "You had on that fuzzy pink number with the lilac underneath?"

"I never would have guessed" Willow smiled shyly, shivering involuntarily from both his touch and the look he gave her, "You played the blood-lust kinda cool"

"I hate being obvious" he shrugged, "All fangy and grr, takes the mystery out"

As his eyes bored into hers, Willow couldn't breathe and she wondered if she even minded that she couldn't. Here was a guy who liked her, really did, and who could give her peace, no more pain like she'd been feeling these past few awful days.

"But if you could..." she said almost in a whisper.

"If I could, yeah" Spike answered just as softly.

"Try again?" she requested and he wondered if he'd heard her right. He tilted his head and stared at her, opened his mouth to ask if she actually knew what she was saying but stopped when she tipped her head to the side and moved her hair away from her neck.

"You gave me a choice" she reminded him, "Let me have peace, please?" she almost begged him with her eyes.

Spike felt strange, no woman had ever actually asked him to kill her before. Usually he forced death upon them, and their fear and struggles had made it fun, exciting. Here was something different, a girl he wanted, one he'd wanted to have for a while now on some level. Now she was offering, asking him to take her life, and though he could smell fear on her it was feint. She didn't care enough to be afraid, and there was so much pain in her eyes.

If they both wanted this, it couldn't be wrong, he realised as he put his hand behind her head and pulled her close. Her breath hitched in her throat as his cold fingers touched her skin and she waited for the pain, but it didn't come yet. Instead she felt his lips kiss her neck, cool and soft against the skin there. Her body relaxed against him as he held her, to the point where she barely felt pain as she accepted her fate and his fangs pierced her throat.

"Any luck?" Xander said into the phone, a slight amount of panic in his tone.

"No" Buffy said sadly, "It's so crazy, Willow is not the type to just disappear without leaving a note or anything"

"I don't know, Buff" Xander sighed, "She's been kinda different since Oz left"

"I know" the Slayer nodded pointlessly, "but it's Willow" she pointed out, "and it's been twenty four hours. Whatever's happened she can't have changed that much"

"I wouldn't be too sure about that, pet" Spike grinned as he stood in the open doorway.

"Oh God" Buffy gasped, dropping the phone as she observed the girl at his side. In black leather pants and a frilly edged basque top, she was almost an exact replica of her doppelganger that had visited before.

"What did you do?" the Slayer breathed, looking at the still smiling Spike with disgust.

"He saved me" Willow almost giggled as she leaned in close to her sire and kissed his lips, "Whilst the rest of you were too busy to help me through my pain, he listened, he cared"

"Willow, I'm sorry" Buffy apologised as tears sprang to her eyes. She didn't want this for her best friend.

"Oh, you're sorry" the red-head rolled her eyes, "I'm not" she pointed out, before looking back at Spike and pouting, "Enough talking?" she asked, her hands on his chest as his own ran down her body, "Bored now"

"Baby wants to play, huh?" he smirked, almost kissing her, "You have fun, sweetheart" he smiled, "I got your back"

When she turned to the Slayer her game face was out and she glared with yellow eyes at the girl she used to call her best friend.

Buffy stared back, fear, guilt, hate, and a million other feelings flowing through her. The world was a different place now, a place she wasn't sure she would handle, but she was the Slayer, she had no choice but to try.

Spike grinned as the red-head lunged at the blonde and brought her to the ground.

"That's my girl"

The End

A/N2 : I'm thinking I could maybe do a series of fics like this...other Scoobies in situations where they end up getting vamped? I don't know yet but in the meantime reviews would be of the good, please. Given that this is distinctly not Spuffy it's kind of a new thing for me.