Thanx to Harm Marie and buffspike. I was so scared that people wouldn't like, your reviews really helped. So this chapter is for you.

Summary: Spike wakes up. Who is Lilly?

Chapter 2

Spike's eyes fluttered open. Next to him a girl was sleeping in a chair. God she looks so much like . . .but it couldn't be. "Lilly?" he whispered hopefully

The girl turned her head to face him. It was only Dawn. "Spike your awake. Are you ok?" Dawn asked. "I was so worried don't ever do that again ok." She put on a huge pout making Spike smile.

"I'm aright. What am I doing here?"

"Me and Buffy found you in a cemetery and brought you here." Tears welled up in Dawns eyes as she remembered his mutilates corpse. Spike saw that she was going to cry and pulled her into his arms, the pain was almost unbearable but he hated seeing his best friend upset especially over him.

"Spike who is Lilly?" she asked.

How did she know about Lilly? Oh wait you thought Dawn was Lilly you stupid git. "Just someone from my past luv." He replied sadly. "And if it's all the same to you I'd rather not talk about it."

"Please Spike. We don't keep things from each other." Dawn said stubbornly.

He sighed; he might as well tell her, he new she would just keep bugging him until he told her. Spike pulled a beautiful silver locket with a rose engraved on the front out of his pocket. He opened it and inside were two pictures, one of Spike holding a baby and the other of him and a girl about Dawns age. "About 30 years ago I was living New York and one night I was out looking for a meal down an alley and I found the body of a young woman probably in her mid twenties, dead. I carried on walking until I herd a baby crying, I walked back over to the dead women and sure enough she had a baby in her arms, wrapped up in a white blanket with Lilly sewn on it. Bent down picked her up and . . ." Spike stopped suddenly at Dawn's horrified look, then laughed. "Don't worry Niblet I didn't eat her, never went in for the whole child slaughter thing. More Dru's style." Dawn looked much happier after that. He carried on. "So anyway I picked her up and she instantly stopped crying. I completely fell in love with her. I couldn't give her up but new I had to hide her, if Dru had found her she would have her drained in a heartbeat. So I found an abandoned house and she lived there with me until I was 15, I even gave her my last name. Taught her everything I knew. Bloody lucky Dru was insane otherwise she would have noticed something." He said with a chuckle.

"Wow." Dawn whispered staring in complete awe at Spike. "What happened to her? Was that locket hers?"

"Every kid deserves to have a birthday so I picked a date and that became her birthday. I gave her the locket for her 1st birthday. By the time she was 15, I new she needed to be with humans. I'd put it off for as long as I could. Lilly new I was a vampire; I had always been open with her about the supernatural. One day I sat her down and said she needed to be with humans, I expected her to throw a tantrum but she just looked up and said I know. A week later I took her to social services. Worst day of my bloody life. I loved that kid so much; to me she was my daughter. My little girl. We stood outside for a while and said our goodbyes, tears were streaming down her face, broke my undead heart. Just before she went in, Lilly ran into my arms and told me she loved me, she called me dad." Spike was crying now at the memories of the daughter he lost. "She gave me the locket as something to remember me by and made me swear to keep it with me at all times. I told her she would always be my little girl and one day I would come back and things would be ok. Never did though, I kept an eye on her but, she looked happy I didn't want to ruin that."

Dawn was also sobbing loudly now. Poor Spike she thought and poor Lilly. A plan started to form in her mind, a hint of a smile began to creep its way on to her lips. "Spike what's your last name?"

"Thornton."

With that Dawn leapt off the bed and ran into her own room, leaving Spike with his memories. She never noticed her sister standing on the landing, with wet eyes and in a state of shock. Oh Spike . . .

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I know not really spuffy yet but I wanted to show everyone how close Spike and Dawn are, and where Lilly fits in. Promise will be spuffy soon. Please review it gives me the inspiration to continue.