Disclaimer: I don't own any of the characters except for the nameless blond.

Willow stumbles out the back of the Bronze. A half empty Budweiser in her right hand.A huge, drunk smile plastered across her face. She giggles a little, then does a quick transition into sobs. She sits a small distance away from the door, so as not to be immediately disturbed should someone else come out it. Her sobs slowly begin to ebb, and she starts sipping her beer. Savoring the bitter taste as it washes all her troubles away for a short time. Comforting her. She's tried everything to get over him, it seems. So she decided to try beer.It always made all those supermodels on the commercials look happier, and cool to boot. Somehow it didn't seem to be working for her. She kept crying, and she got sick of people asking her if she was all right. So she snuck out the back. Which also kept Buffy and Xander from finding her. They wouldn't be happy if they knew she was drinking.

She heard the click of the door opening, along with giggles. Really happy giggles. She looked up and saw a blond girl with her arm draped around a guy's shoulder. The guy is wearing a long , black leather duster. She thinks that that should mean something to her, but she can't place why. As they move out of the doorway, and let it close behind them, she finally gets a good look at him. It's Spike with a bottle of Jack Daniels in his left hand. "Come on Love, lets..." Spike stops what he is saying to the blond, and turns his head toward Willow. "Red? You're drunk. Thought you were supposed to be all good and stuff."

"You know her?" asks the blond. She stops giggling and frowns. "Screw her, come on." She urges.

"Leave, bint." Spike says simply. "I've found someone else to play with."

By this time, Willow has managed to get to her feet, although with a lot of help from the wall, which she is still leaning against for balance. "You're not supposed to be here." Willow slurs on the S's.

Spike smiles. "Yea, well. Evil, don't have to keep my word."

The blond gets in Spike's face. "You can't just tell me to leave, what do you think I am? You really think she can give you what you want better than I can?" Her cheeks are bright red with anger.

Spike grabs her roughly into his arms. "You're right, you do have something I can use." With that, Spike sinks his fangs into her neck, and drains her.

Willow inhales quickly, and her eyes get a bit wider as she watches him kill the girl. She tries backing up, and trips over her own feet, landing none too gracefully on her butt.

Spike shoves the blond's limp body away from him, then turns toward Willow. "Well, I've got to wonder what has you drinking so much you can't even stand. Especially while in a dark alley in Sunnydale. Thought you little Slayerettes knew better than that." The bottle of Jack Daniels has disappeared into one of the duster's pockets. Willow starts to get up, but stops as Spike places a foot to each side of her. Towering over her.

Willow fumbles in her jacket pocket, and comes out with a cross as quickly as she can. Holding it up toward Spike. "Bloody Hell!" He cries out, and gets clear of her. He steps a few feet away, and glowers down at her. "Alright, I suppose I'll see you later, then." He says. Leaving her lying in the alley, cross in hand.

Willow is thinking about what she should do. Should she go tell Giles, and have them find out she was drinking, or let it go until she sobers up. Would it be safe to wait until she sobers up? After all, he did just kill someone in front of her. She sighs, and carefully gets up.

She makes her way to the school, but she still has to get to the other side where the library is. She has sobered up a bit, and is now much more stable on her feet. That's when she hears it. There is someone behind her. She turns to look, and Spike smiles back at her. Sheturns and starts to run. As she rounds the corner, she sees Angel at the end of the hall. "Angel, I need your help." Willow says. She gets within ten feet of him before he replies.

He smiles. "Sorry, Angel's out right now. Maybe I can help." He laughs as she comes to a stop, temporarily forgetting that Spike is still behind her. She moves her hand in her pocket, and begins to bring out the cross, but Spike moves in before she can get it all the way out, causing it to fall to the floor. "Buffy!" she screams, before Spike places a hand over her mouth. He also captures both her wrists in his other hand. She continues struggling until he tightens his grip on her wrists.

"Come on, Red. You know you aren't getting away from me now." Spike tells her.

"And Buffy isn't here right now. She's off meeting me in a graveyard." Angelus laughs.

Willow reluctantly stops struggling, and relaxes into Spike's grip. "That's a girl." Spike uses the hand covering her mouth to tilt her head to the side, exposing her neck. Willow begins to wiggle again. "Don't worry love, I just want a taste." With that, Spike sinks his teeth in, and Willow closes her eyes, letting out a small noise. Angelus steps in front of her, and moves the hair out of the way on the other side of her neck. He also sinks his fangs in.

All of a sudden the doors directly behind Angelus swing open. They both withdraw to see who it is. Drusilla stands in the doorway. "What are you doing here, Pet?" asks Spike.

"The stars told me to come here. They told me to make sure you didn't kill the little witch. We can use her to make such a wonderful tea party." Drusilla giggles.

Willow passes out in Spike's arms, so he picks her up. "Let's go home, then."

Angelus smiles, and puts his arm around Drusilla. "Yea, we could use some quality time at home, don't you think, Dru?" Drusilla giggles.

Spike glares at them, and lets out a low growl. Angelus smiles as they leave the school.

When Willow comes to she is laying on a couch, tied hand and foot. She works her way into a sitting position. Trying to remember what happened. Spike is pacing in front of her, near the door. "I don't believe she's still bloody going to him. All I did to heal her, and she runs to him. He wasn't even going to heal her."

Willow stares at him. There is obviously something making him very upset, and she hopes that he won't take it out on her. He stops his pacing, and turns toward her. "Thought I heard you move. For a while there, I thought we might have taken too much. Put you in a coma or something."

"What do you want with me?" Willow asks.

"What makes you think I want something?" Spike asks.

"Because, if you didn't, I'd already be dead." Willow replies, shifting to find a more comfortable position.

"Well, you do have smarts, don't you." Spike sits next to her on the couch. Willow immediately tenses up, but stays where she is. Spike withdraws a knife from his duster. Willow looks cautiously at it, then him. "Give me your hands." Willow complies, seeing no other option. To her surprise, Spike cuts the ropes off, then leans over her to cut the ropes at her feet. She rubs her wrists in an effort to get the blood flowing normally through them again. Then, she stops, and looks back at Spike, who is staring at her.

"Why are you staring at me?" Willow asks. By now she is past being drunk. Although she is weak from the blood she lost.

"Just thinking, Luv." Spike says. "I bet you would make a great vampire." He moves closer to her. She backs away, until she hits the arm of the couch.

"No, I wouldn't." says Willow. She goes to stand up, and he pushes her back onto the couch.

"Don't worry, Luv. I wouldn't turn you into a minion. I'm looking for someone to spendeternity with. Dru has proven it won't be her. Besides, I wouldn't mind someone sane for a change." Willow tries to get off the couch by going over the back, but Spike again stops her. Pulling her back down, and straddling her. She tries to push him off, but he grabs her arms, and pulls her closer to him. Willow continues to struggle, but to no avail. He brings one hand up behind her, and the other he runs through her hair before grabbing it. He pulls her head to the side, and bites her. Once he sinks his fangs in, Willow ceases struggling. She begins to lose consciousness. And then he stops while she is on the edge of wakefulness, and likewise on the edge of life and death. He bites his wrist, and brings it to her mouth. At first she tries to turn away, but he follows her with it. When a drop of it hits her tongue, she gives up and takes more.

The next time Willow wakes, she is no longer human. She is not the shy, heartsick school girl anymore. She is a vampire. Now that she has become one of the undead, she doesn't see why Buffy should be slaying vampires. If she only knew what it was like, she would beg to become one as well. She knows that now, if she sees her one time friend, they will very likely fight to the death. Assuming that Buffy could bring herself to slay her best friend. Willow searches herself, and realizes that she could bring herself to kill Buffy, or any one of her one time friends. She realizes that she might actually enjoy it.