Spike couldn't believe what he was hearing. Elizabeth St. James... his Buffy... he was to be her first? Had she even told him that she wanted him to continue? He could feel her tensing in his arms and pulled her even closer to him.

"You say that like it's a bad thing, Love," he said softly.

"Isn't it?" she asked.

"Buffy, love..."

He pulled back to look at her. She looked like a scared little girl in his arms.

"It's an unbelievable gift what you just gave me," he assured her. "And if that's as far as you want to go, it's enough for me. It was heaven being able to pleasure you that way."

She was worrying her lip again, seemingly thinking about what he had said.

"Look at me, Sweetheart," he told her, sitting up and pulling her with him.

He cupped her chin and forced her to look into his eyes.

"You are in control here," he promised. "You decide what happens and what doesn't. Know that I'd never push you to do anything you aren't ready to do."

She could see the truth in his eyes, hear it in his voice.

"I... I'm ready. I mean, I want to..."

She sighed, suddenly looking lost. Isn't this what she'd been avoiding? Isn't this what would make her weak, leave her open to hurt? But it felt so right being with Spike.

"But you're scared," he guessed.

"It's... complicated."

"This has to do with your Dad?" he asked, immediately regretting it.

Her eyes went cold and she slowly inched away from him.

"What do you know about my Dad?" she managed to ask through gritted teeth.

She was scrambling from the bed, searching the room for her clothes. Did he think she was like her mother? A victim? He was in for a rude awakening. An earth-shattering orgasm was not going to turn her into putty in his hands. There was no way that she was going to let him in. No way.

"Buffy, Sweetheart..."

He grabbed her wrist only to have her roughly shake him off.

"Don't you 'Buffy Sweetheart' me, pal. I don't work like that," she spat through her tears. "You're not going to break me. It's not going to happen. You don't get to come in and then use me up. You're beneath me."

Her words stung, but he knew that she had crawled deep into that place called fear and that she wasn't going to come back out without a lot of coaxing. Not any time soon. She was already in the living room throwing on the rest of her clothes and cursing herself.

He pulled on his jeans and a t-shirt and grabbed his shoes.

"At least let me take you home," he insisted. "It's cold."

"I'd rather freeze to death," she informed him as she pulled on her boots.

"I'll call you a cab," he said, grabbing the phone and punching in the numbers.

She sat watching him. Was this part of the game? Make her think he cared? She listened as he gave the service his address.

"If you think this is going to change anything, you... you acting like you care..."

She couldn't stop the tears from falling. She couldn't choke out any more words. He was still on the phone as she continued sobbing.

"Know what, Mate... cancel that cab. I'll take care of it myself," she heard Spike say before hanging up the phone.

He cautiously approached her, kneeling in front of her so that he could look into her eyes. She had to see that he wouldn't hurt her. She had to.

"Buffy..." he whispered. "Baby, please look at me. I don't know what's going on in your pretty head, but... I just... I'm not like your father. You're not like your mother. I... Angel mentioned him tonight. And I remembered the case on Court TV."

She looked down at him where he was kneeling at her side, one hand resting beside her on the sofa, the other on her knee. She felt like there was a ton of bricks on her chest. She could barely breathe through the fear of what she saw in his eyes.

But Daddy lied with honest eyes, too, she thought. And so do I, she reminded herself.

"I want to believe you," she said through trembling lips. "I want to believe so bad..."

He brushed his hand down her cheek, wiping away the tears.

"Buffy, I know what you've been through," he told her. "Maybe not first-hand, but I know what it's like to be hurt and to be cheated by someone you love, who says they love you. But, baby, if you can't get past it, you're continuing to let them cheat you. You're letting them win. You're better than that. We both are. We deserve to be happy. And if I can be that man to make you happy, it's all I need. But you have to believe, Buffy. Can you believe?"

Her face crumpled again and a fresh assault of tears threatened to spill.

"I don't know if I can," she cried.

He moved to the sofa beside her and pulled her into his arms as the tears overtook her. She was shaking from her sobs.

"Shh... it's okay, Baby. It's okay," he soothed her. "You didn't say no. That's a start."

"It's me," she choked out. "I'm all wrong. It's me."

"No, Love, it isn't you."

"Yes, it is," she insisted, the realization finally dawning on her. "It is me. You don't want me, don't need me in your life, Spike. I'll destroy you. I'll destroy you just like he destroyed her. I'll take everything you give and bastardize it. I'll tear apart your heart and walk away without a backward glance. I'm wrong, Spike. Don't you see? I'm all wrong..."

She was babbling and crying, but it only made him hold her tighter.

"I'm just like him," she whispered against his chest.