"That color totally makes you look fat," Cordelia groused as Harmony walked out of the dressing room wearing a mint green chiffon prom dress. "I thought we all agreed to color coordinate so that we don't clash in the group shot?"

Harmony rolled her eyes and looked to Buffy for help of any kind. When Buffy had called begging her to come along to shop for a prom dress and in the process, hopefully cheer Cordy up a bit, she had been hesitant to accept the invitation. Now, she was just regretful.

"Remind me again why we had to come with her?" Harmony whispered to Buffy.

"She's just depressed," Buffy said, back to making excuses for Cordy.

"And that excuses her behavior how exactly?" Harmony asserted, hand on hip and eyebrow raised in a challenge.

Exactly, thought Buffy. That does not give Cordelia free reign to go back to being campus bitch.

"You're right," Buffy said, apologetically. She turned to Cordy and took in an eyeful of deep red satin. With a smirk and a wink thrown Harmony's way, she turned back to address Queen C. "You look like a hooker."

Cordy's eyes went wide at Buffy's comment. Did Buffy just... she wouldn't... a... hooker?

"You heard me," Buffy continued, enjoying the jolt she was sending Cordy's way. "You totally look like a hooker. Red is so not your color."

"What color are you wearing?" Harmony whispered.

"Red," Buffy whispered back, never missing a beat. She turned back to Cordy and waited to hear what she would say next.

Cordy looked at herself in the dressing room mirror. Red. She liked red. It stood out in a sea of pastels. But she couldn't go to prom looking like a hooker.

"Hmm," she groused, studying her reflection. "Maybe it is a little whorish. How about that Gunne Sax we saw in emerald?"

Buffy grinned and lightly elbowed Harmony in the ribs.

"Yeah. Emerald is a good, strong color," she agreed with Cordy. "I'll go get it for you."

"So, how did Buffy rope you into taking her prom dress shopping?" Gunn found himself asking the bleached blonde sitting across the table from him in the food court.

"Tons of gratuitous sex," Spike joked.

"Yeah," Gunn smiled back. "Harm, too. You know, with all her 'I'll make it so good for you, my Little Chocolate Bunny' sticking out that bottom lip so far that all you wanna do is suck on it and--"

Gunn stopped abruptly when he noticed the look on Spike's face.

"Too much information?" he asked sheepishly.

"Just a little," Spike confirmed. "Chocolate Bunny."

"Ha and ha," Gunn said with a shake of his head.

Spike took a sip of his coffee and scanned the passersby hoping to see Buffy in the crowd. He had been forewarned that it could be quite some time before they emerged from the search for the perfect prom dress.

"So, uh... Spike," Gunn began, setting down his own cup of cola. "You and Buffy, huh?"

Spike looked over at him and saw the curiosity in the younger man's eyes. He wasn't one to kiss and tell. And he wasn't really sure what Gunn was asking him to tell.

"Yeah," he nodded. "Me and Buffy."

Gunn looked thoughtful. He was trying to choose his words carefully.

"You know, I always thought she was cute," he told Spike. "A lot of guys think she's cute. But she's all bookish and stuff. A smart girl. Tends to intimidate most guys. Why not you?"

Spike smiled at the memory many discussions over tea and chocolate cake in the Chase-Giles living room. Over the years he and Buffy had managed to discuss everything from Mozart to Van Halen, Giotto to Nagel, Voltaire to Grisham and everything in between. She always left him wanting more. She always surprised him with her intellegence and her eloquence. He had never seen her as some intimidating kid. She'd always been right at his level. It was as if they had slowly grown together over the years. He liked that she never told him what he wanted to hear just for the sake of being agreeable. She loved a good debate and she could listen just as well as she could speak.

"I'm not sure," Spike shrugged. "I guess I just never saw her as that. Intimidating. She's a smart bird. I like that in a woman."

Gunn nodded and grinned.

"Yeah, I guess some guys like brains along with beauty," he said. "Me? I like pretty girls. I mean, Harmony. She's a knockout. But she's not all there upstairs if you know what I mean. Porchlight's on and nobody's home."

"Then you're with her because she's attractive," Spike guessed.

"At first," Gunn admitted. "Yeah. At first, I was just psyched to be hanging with a girl as hot and as popular as Harmony Kendall. But... it's more than that now. I mean, I know my girl isn't going to discover the cure for cancer. But she's the girl who will make a cancer patient's last days as comfortable as possible. She'll hold their hand and tell them silly jokes. She'll smile and make up little pet names for them. She'll make them forget just how bad it is if only for a little bit. Yeah. That's my girl."

Spike had never thought of that. Harmony had never been a particularly bright girl, but she got by. And she had shown both him and Buffy that she had a romantic heart and a kind soul.

"Yeah," Spike smiled. "Yeah. You've got a good girl there."

And he meant it.