A/N : I so love writing this fic right now, I just can't get the ideas on the page/screen fast enough, and it seems you guys are all in a hurry to get William turned into Spike too so here's the make-over chapter! First just a quick thanx to the latest reviewers; Ape18, sPIKEanDmE, Daniel Wesley Rydell, PltnmDancer, Spuffy2008, Anyanka0705, Freezyboncoolipants, littlewiccan, funkydevil206, spuffygrl11, Baby Girl Geller-Green, Brunettepet, Moluvsnumber17, Spikez-babe91, and spuffygrl - you rock, as always!
(For disclaiemr, etc. see chapter 1)

Chapter 11 - The Make-Over

As soon as William saw the sort of shops Buffy wanted to take him in he started to regret his agreement with her. The clothes that the models in the windows of these stores wore were not at all the kind of thing he'd ever choose for himself, but then was that not the point of all this, he asked himself. He wanted to be different, not what everyone expected him to be, no longer the type of person who would be bullied and ridiculed by his fellow students at university, or by his father at home.

"Earth to William" Buffy said, waving a hand in front of his face, "God, zone out much?" she laughed as he blinked and focused his eyes on her once again, "And you know that's another thing we're going to have to deal with" she muttered as she looked through racks of black denim and leather.

"What other thing?" William frowned, feeling as if he'd turned over two pages at once and missed the point.

"Your name" Buffy told him simply, "William is a little too..."

"British?" he ventured.

"I was gonna go with weak and uncool, but whatever works for you" she shrugged, moving across the store. He followed her with a frown on his face.

"Oh because of course Buffy is such a wonderful name" he said sarcastically, "Sounds more like a pet rabbit than a girl"

"And he comes out swingin'" Buffy smiled, not at all offended by such comments, least of all from a guy like William, "Y'know if you keep this up you might even impress me"

"By insulting you?" he looked unimpressed by her logic and she rolled her eyes heavenward.

"You have got to learn to lighten up" she sighed as she pulled clothes from the rack in front of them and put them over his arms, "Just take these and go try them on" she ordered.

"They're all black" he noted with distaste until Buffy gave him a look that told him to just move it already. She waited outside the men's fitting room as he changed into the unlikely outfit and was getting quite bored when he hadn't emerged after fully ten minutes.

"Are you coming out of there?" she called to him, "Or do I have to come in and get you?" she grinned, liking the idea of catching him half-dressed suddenly. She knew there was a pretty good body under all those dull, insipid, and often tweedy type clothes he wore, might be fun to see what he could do with it too...

"I feel ridiculous" William told her when he finally emerged, more self-conscious than anything else if he was honest. The black jeans and T-shirt fit like a second skin, showing off that body Buffy was day-dreaming about moments before. Given how painfully shy and seemingly weak the guy was she doubted he worked out much, meaning that was some fine genetics his family had.

"Wow" the blonde smiled as she circled him, only making William feel worse. When he'd caught sight of himself in the mirror he wasn't sure he liked what he saw, the fact that he could see so much of himself was quite disturbing, but he dare not ask Buffy the reason for the tightness of his new clothes, for fear she might say something to embarrass him.

"Er, these boots are surprisingly comfortable" he noted, preferring to focus on his feet in a pair of Doc Martens than anything else right now.

"All looks good to me" Buffy nodded as she eyed him appreciatively, "but it needs something..." she said thoughtfully.

"Something?" William echoed as he waited for her to explain.

"Don't move" Buffy said suddenly hurrying off across the store.

"I'm not certain I could if I wanted to" he rolled his eyes wondering how one ever got used to these constrictive black clothes she'd got him into.

A moment later she was back and handing him a hanger with another item of clothing on it. Thankfully this one was not black, but in fact a blood red shirt which he slipped on over his T-shirt.

"Perfect" Buffy grinned as she walked around him once more, "I swear, that is such a good look for you"

"Really?" William asked warily, quite embarrassed by now as she looked at him as if she really liked what she saw. Maybe she did, but then it was probably just her being friendly, there was no reason to think she had any actual feelings for him.

"Really" she confirmed with a nod, "Now you gonna pay for these or just run out and hope they don't catch you?" she smirked. William wasn't entirely sure if she was joking about the stealing and gave her a look.

"Lighten up, Will" she sighed, "I didn't mean it. Well, maybe I did, but I don't make a habit of stealing whole outfits from clothes stores" she assured him.

William couldn't help thinking, as he changed back into his other clothes and paid for his new ones, that if Buffy didn't steal clothes what exactly was it she did steal. It certainly sounded as though she didn't mind the idea of shop-lifting, he only hoped she wouldn't try such things with him around.

"Okay, what is up with you?" she asked when they exited the shop and headed on down the street, "Ever since I made that joke about stealing you've been all non-relaxy" she pointed out.

"I find it difficult to relax when trying on clothes like these" he said casually, gesturing to the bag in his hand, "Although I admit there was a little more to it than that... Have you ever, not paid for things?" he asked carefully mindful of the girl's temper. He was grateful when she didn't explode at him.

"Not really" she admitted, "A couple of lipsticks, a bottle of scotch one time for a dare, nothing huge"

William wasn't sure whether he was relieved or disturbed by that. This girl he was walking with, a girl he trusted and liked, was in actual fact a petty thief. Did it change the fact that she was his friend, he wondered, coming up with the conclusion that no, it didn't matter at all to his opinion of her. She was wild, he'd always knows that, and she was changing him because he'd agreed to the proposition. Though he didn't think he'd be going out stealing and pillaging anytime soon, he did want to enter into her world as it were, she seemed to get such a kick out of life in a way he couldn't understand.

"Oh, I have just had the best idea" she told him, taking hold of his arm and steering him into a men's salon.

"What are you doing?" William asked, quite alarmed to find himself in a place full of rather frightening looking specimens of men with terrifying hair styles.

"Making you over like I promised" was Buffy's only response, "Now, stay there" she ordered as she got him to sit down in a chair and walked up to a counter on the other side of the salon.

She pointed at him a couple of times talking animatedly to the man there and gesturing at some pictures he showed her. A minute or two later the man had a chat with a young woman who nodded and grinned as she looked over at William. Suddenly he found himself in a stylists chair without a mirror, being talked at by the young woman who was apparently called Harmony. She didn't seem like she knew what she was doing and William would have been panicking by now if it weren't for the fact Buffy sat there right next to him. Her presence made it all okay, he trusted her after all, so nothing could go wrong.

It was quite a while later when Harmony really worried him.

"Oopsy" she giggled nervously "That's not good"

"What? What's not good?" he demanded to know as Buffy got to feet and surveyed the apparent damage.

"Oh" she said, forcing a smile, "No really, it's fine" she told William, patting him on the shoulder. He grabbed her hand and pulled her face down to his.

"Get me a bloody mirror, now" he demanded and Buffy was a little stunned, though she had to admit to herself, the forceful thing worked for him.

"Mirror, right" she nodded, pulling her hand free and getting Harmony to fix William's hair as best she could whilst she found a mirror. She purposefully spent a little longer than necessary before returning with a hand mirror which she passed to her friend.

"It was supposed to be highlights" she explained "Although I actually think it looks better this way..."

"Bugger me" William explained, uncharacteristically big with curse words at this juncture, but then the sight that met his eyes was entirely shocking. His hair, which he had almost always hated, was no longer brown and slightly curly, but a bright-to-the-point-of-white blond, with the waviness almost completely knocked out of it.

"I'm sorry" Harmony squeaked from behind him, "I'm kinda new at this and... I'm really sorry if you hate it"

"On the contrary luv" William said slowly, putting a hand to his unfamiliar head, "It's bloody brilliant" he grinned as he turned to look at both the stylist and Buffy, "Been wanting to change my hair for years just never knew what to do with it. I like it" he confirmed.

"Me too" Buffy smiled, "I mean, a little gel to keep it back off your face and yeah, it'll be totally cool. Good contrast to your new clothes too"

"You're not mad at me?" Harmony checked and when it was confirmed that they weren't she couldn't be more relieved. William even gave her a huge tip when paying for the service and Buffy noted he almost seemed like a different person already. She was certain all he needed was his confidence boosting and he'd be totally fine, at ease with anybody at all.

"So, we headed back to the hotel now, luv?" he asked Buffy as they walked back down the street. The blonde smiled involuntarily at how he'd started doing that, adding little pet names when he talked to her. He'd done the same thing to Harmony at the salon and several times with his sister when they'd visited, even that little girl Dawnie at the other hotel, but it didn't make her feel any less special when she was his 'luv' or 'pet'.

"Buffy?" he prompted when she didn't answer.

"Sorry, yeah, hotel, right" she agreed as they continued walking.

They were halfway back when something in a store window caught her eye and she stopped, causing William to run into her back.

"Exactly how much cash are you willing to spend on this new look of yours, William Rayne?" Buffy asked him, a smile slowly spreading on her lips.

"Depends what you had in mind" he frowned slightly at the dangerous look in her eyes, trying to remind himself that everything she'd made him buy and do this afternoon so far had been great, he really should trust her.

"I'll make you a deal" she told him, "There's something I just saw that I think you should really buy but it's kinda pricey" she explained, gesturing to the shop they were standing outside of, "How about we go in, you try it on and if you love it, you buy it. If not, I never mention it again. Deal?" she asked, holding out a hand for him to shake on it.

"Alright" he nodded slowly, putting his hand in hers and shaking, "Deal" he agreed, as they both held onto the others hand a little longer than they needed to, neither of them really certain why.

William was a little disturbed to be entering Rocko's Land of Leather, surrounded by rails of jackets, coats, trousers, all in black and brown shades, not to mention the array of Goth-type girls and Hells Angels' rejects checking out the latest items.

Buffy disappeared for a moment, returning to him a moment later with something large in black leather held behind her back.

"Close your eyes" Buff told him simply and he looked warily at her before doing a she asked. She took his bag from his hand and set it down, moving behind him and encouraging his arms into the sleeves of a black leather duster. She manoeuvred him over to a mirror and stood beside him before telling William to open his eyes.

"I know it doesn't go with what you're wearing" she said quickly, "but imagine it with your new outfit. What do you think?"

William seemed a little stunned by the sight of himself. The bleached hair came as a shock all over again, despite the fact he'd been checking it in every shop window since he'd had it done. The black leather coat swept down to almost his ankles and he tried to imagine how it'd look with the other black clothes, boots, and red shirt as well.

"Well?" Buffy pressed him for a reaction, "Likin' the picture or not?" she checked, leaning into him so they were both in the mirror. His eyes shifted from his own reflection to hers and he smiled.

"Definitely liking" he told her and she wasn't so blind that she didn't notice it was her he was looking at when he said it.

"So?" she said moving away to break the moment, "We buy, yes?"

"Yes" William agreed, slipping the coat off and taking it over to the counter to part with an obscene amount of cash. Buffy stayed where she was, watching him talk to the woman behind the counter and pay for his new coat. He liked her, she could tell, and the more time they spent together the more obvious it became. Of course she liked him too, though she'd never tell him that. To reveal your feelings to someone was to give them licence to hurt you, or so she believed. That's what Faith always said, and Buffy knew it was true. As far as men were concerned, well they only ever wanted one thing from you. May as well enjoy yourself and dump them before they dump you, that was the theory she lived by, as did her cousin.

Buffy sighed as she thought about William. He was so different to the other guys that had been in her life. He cared about her, she could see it sometimes when he looked at her, feel it when her hand had been in his. It was like she mattered, and nobody else really ever made her feel like that, no-one except William.

"Cost me an arm and a leg" he commented as he came back to join her and they exited the shop, "Worth it though, I think I'm going to like the new me" he smiled and Buffy did the same. She knew she was going to like the new William too. As scary as it was for her to realise, she really liked him already.

To Be Continued...