Cordelia had finally settled on a silver lamé gown and was chattering on about how a double espresso was in her near future when she stopped dead in her tracks. Buffy and Harmony looked up to see what had silenced the cheerleader when they saw them… Angel and a slight young woman with frizzy brown hair and glasses. They were standing outside of Chess King talking to Spike and Gunn oblivious to the three pairs of eyes trained on them.

"I want to leave," Cordelia said tightly. "Now."

Buffy nodded, understanding her pain.

"I'll go tell Will," she offered.

"No, just… let's go. They can come find us outside," Cordelia said firmly. "I… I don't want a scene. I don't want them to know."

"Know what?" Harmony asked. "That it bothers you?"

"Shut. Up!" Cordelia whispered angrily.

"Gawd, Cordy! Maybe if you'd acted like you cared while you were together—"

"Harm," Buffy admonished quietly, taking her blonde friend lightly by the arm. "Why don't you take Cordelia out to the car and we'll all be along in a moment."

She nodded as Cordelia continued to stare at the odd couple before her. Where Cordy was outgoing and proud, Fred was introverted and shy. Where Cordy was the cutting edge of fashion, Fred was happy with a shapeless dress and last week's shoes. Cordy's nails were manicured to a high gloss, Fred's were bare and kept short. They were as different as day and night.

"Come on, Cordy," Harmony said encouraging her friend out of the mall.

Buffy waited until they were out of sight and then made her way over to Will. He smiled weakly when he saw her, scanning the vicinity for his step-sister. He raised his eyebrow in silent question. Buffy smiled her answer before introducing herself to Angel's fiancée.

"Oh, I'm Winifred Burkle… uh, Fred," the girl stammered as she took Buffy's extended hand and shook it weakly.

"It's nice to meet you, Fred," Buffy smiled back.

The girl was so nice, so genuine… so not Cordelia. Buffy felt guilty that she liked her so much and so quickly. Angel had his arm wrapped protectively around her waist. She searched his face for a sign that he was anywhere but where he wanted to be and couldn't find it. He looked happy. He looked at peace… and Fred was the one who brought him that peace.

Buffy looked down at her shoes and then back up when she heard Spike clear his throat. The look on his face showed that he felt the same way as she did. He liked Fred Burkle and he could see that Angel did, too.

"You find a dress, Love?" he asked, slipping his arm around her.

"I did," she smiled. "But I left it at the store so that I wouldn't be tempted to show it to you before prom."

His girl was horrible at keeping secrets from him. Her truth game spilled over to her every day life.

"How about Harm? She find something?" Gunn wanted to know, opting not to ask where she was.

"Yep. Hers is with mine. And I'm not telling you anything not even the color, so don't ask."

"Where is Harmony?" Angel asked, looking around.

"Uh," Buffy's eyes darted between Angel and Spike. "She, uh… she's already out at the car… she was afraid you'd coerce her into hitting the food court and then she'd blow her diet… can't be gaining weight after buying a prom dress, you know?"

"Oh," Angel smiled. "Yeah. God forbid."

"Good thinking, getting Cordelia out of here before…" Gunn's voice trailed off as the blonde pair's jaws dropped. "Uh… yeah. I guess I just blew that, didn't I?"

"You guess?" Buffy snarked.

All eyes were on Gunn as he closed his eyes and swore softly.

"It's… it's okay. I mean, we're going to run into each other eventually," Fred said, her voice laced with nervousness and a faint Texas accent.

"Yeah," Angel agreed. "Probably we'd be better off getting this over with before prom."

Buffy knew he was right, but it just seemed like more than Cordelia could handle so soon. She decided to chance it.

"Angel, can we talk alone for a moment?" she asked.

Spike looked at her, wondering what she was up to.

"Uh, yeah," he said, nodding. "I'll be right back, Fred."

He leaned down and kissed her temple. It was a gesture that came naturally and was sigh-worthy as far as Buffy was concerned. He obviously cared about this girl.

They walked across the way to the mall's center stage, still within view of their friends. Buffy sat on the bench and patted the seat for Angel to sit with her.

"I was going to ask you if your feelings for Fred were genuine," she began. "But I can see that they are."

"Yeah," Angel said sheepishly. "I… I didn't think I could feel this way about anyone."

"Maybe I'm speaking out of turn," she began. "In fact, I'm sure I am. Cordelia loves you, Angel. She may not have shown it in a traditional way, but… I'm just not sure she knows how."

"Yeah," he nodded. "I know."

There was a moment of uncomfortable silence while Buffy searched for what to say next.

"When did you meet Fred?"

"Um… about a year ago," he admitted. "But we didn't start dating until a few months ago."

"Yet you continued to sleep with Cordy," she pointed out.

"Yeah, I did that…"

"Did Fred… does she know?" Buffy asked thinking she likely didn't.

"Actually, yeah. She knows. She knows I was having a hard time ending things with Cordelia," Angel sighed. "Listen, Buffy. I know that my relationship with Fred seems sudden and maybe it even seems… unorthodox. But I can guarantee you that my feelings for her are genuine. And I think they could even be love."

Buffy's heart ached for the three of them. He thought it could even be love. That's something he should just know.

"You never loved Cordy?" she ventured to guess.

"She's not the most loveable person, you know, Buffy. Hell, if anyone would know, you would," he told her. "I tried. I mean, she's popular and she's sexy. Downright gorgeous. But she's also spoiled and mean. Not the shiniest bulb on the tree, if you know what I mean. To put her next to Fred and compare them based on their looks alone before either of them ever opened their mouths to speak, Cordy would be the obvious choice."

Buffy understood.

"But I've gotten to know Fred all year. Our families have spent a lot of time together. Underneath that shy, bookish exterior is a beautiful girl. She's incredibly smart. She's quiet, but funny. Kind of quirky. She's got the sweetest smile I've ever seen."

She smiled and reached out to squeeze Angel's hand. Happiness happened in the strangest places, she thought. She looked over at Harmony and Gunn. The dimpled blonde cheerleader was giggling as her muscled, chrome-domed boyfriend tugged on a strand of her hair. Her eyes raised to meet Spike's. Shy William. He'd changed so much and yet he was still the same. She loved him more than she ever imagined she could love anyone. Fred was looking over at Angel with that sweet smile. She was a sucker for love and she knew it… and she'd do her damnedest to keep Cordelia from hurting both Fred and Angel as well as herself.