Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.


"To the movies, of course! Where else do you go on a first date?" Valerie grinned at Willow, swerving the car dangerously into the other lane in the process. She quickly corrected, but not quickly enough to prevent Spike's head from bouncing off the window with a loud thunk.

"Whoa! Careful there Pet," Spike chuckled, rubbing his temple and smiling. "Not everyone in the vehicle is built as tough as me, wouldn't want to end up at the hospital instead of the movies!" Valerie shot him a half pissed look and laughed.

"I know what I'm doing, Fangboy," she told him. She pulled into the parking lot, wincing as the beater gasped and shuttered before dying completely. "Well, I guess we're walking from here," she announced as she removed the seatbelt and opened the car door.

"So, what's the plan then?" Spike wondered aloud as he helped Kay out of the car. Valerie came around the front and opened the door for Willow, who seemed to be a little more relaxed at the thought of seeing a movie instead of spending yet another long night alone. Since she and Kennedy had split the previous year, she just hadn't met anyone who filled that void. Too many nights spent pacing the floor, no one to talk to but herself, had left her hungry for companionship. She didn't resist as Valerie took her hand and led her around the side of the building to the back door. After a glance to each other, Spike and Kay joined hands and followed. They stopped just short of the back exit door, and Valerie turned to face the group.

"Ok, here's how it works, kids. One of us goes in and lets the others in here; it's an oldie, but a classic." Willow's eyes widened. "But, won't we…I mean, aren't we going to get into…"

"Trouble?" Spike offered in an amused voice, raising an eyebrow. "Seems like, Little Red, I remember a time you didn't think twice before jumping into trouble with the Slayer and her boy." Valerie shot a glance at Willow's face, wondering what the story there could be. Somehow, the petite redhead just didn't look like the type to rush headlong into a chess game, much less trouble. She mentally filed away this new bit of information, planning to find out more about this later. For right now…

"I think, Val, you'd be the one to go in first," Spike said with a wry grin. "Somehow, I get the feelin' you've done this kind of thing before." His obvious amusement spread to Valerie and she once again couldn't help but notice just how handsome he was when he was being naughty. Maybe he really is a guy after my own heart, she thought to herself.

"That's the plan, peroxide addict," she quipped, raising a chuckle from the blonde in question. "I assume I can trust you to behave yourself with our girls too while I'm gone?"

"Well, Pet, you know what they say about assumin', makes an ass outa' you and me." He smiled at Kay and Willow, bringing a sly grin from the former and a raging blush from the latter. He pulled them both in close, making a show of protectively placing an arm around each girl and hugging them to his body. Willow looked a bit concerned, but Kaylee positively hummed with joy. Geez, she thought, I knew Spike was going to be fun to cuddle, but now, things were really looking up with the new addition to the team.

Valerie headed off to the front of the cinema, pausing to look back from a few steps away. She turned, and headed off once again with a shake of her head.

"Don't worry so much, Willow," Kay told her new friend, "Val does this kind of thing all the time. Knowing her, she won't even pay for her own ticket. She just loves to bust out the glamour's and do the old Jedi mind trick on people." She grinned at Willow, hoping to allay some of the other girl's fears about getting caught.

At the mention of magic, Spike instantly let go of both girls as if they were drenched in Holy water. "What the hell?" he gasped. "She's a bloody witch? Isn't anybody in this damn town just a bleedin' human anymore?" He stared at Kay, wondering why he couldn't ever find a woman who didn't come with baggage capable of getting his ass into trouble of the mystical kind. First Drucilla comes along, offering to save him from the obscurity he had been born to, and look how that had turned out! Then, the damn Slayer. Yeah, that one had gone South, ending up with him burning like a marshmallow on a stick in the guts of the Hellmouth. He'd seen Little Red's spells go tits up firsthand before and didn't look forward to another round of amnesia.


Meanwhile, Valerie had just reached the front doors of the Sun Cinema. Opening the double doors, she looked around to see how many people were working. Good, one bored looking cashier selling tickets at the front booth and two more working the concessions. Like candy from a baby, she thought, her confidence level hitching up several notches. Striding up to the ticket booth, she pulled out a charming smile for the blonde teenager sitting behind the glass partition.

"I'm back. Thanks for letting me run to the car." Valerie said breathlessly to her as she swept past.

"Hey! Come back here!" the young cheerleader type sputtered, throwing her paperback romance novel to the countertop and running after the new person on the scene. Valerie pulled up just short of the concession counter, turning to flash the young cashier her most innocent look.

"What's wrong?" she wondered in a confused tone. "You didn't forget me in the five minutes I was gone, did 'ya?" she teased, shooting the widest grin she could manage without bursting into laughter at the girl's distressed expression.

"You didn't buy a ticket, I can't just let you in here without paying," the blonde exclaimed. "I don't know what you're talking about, but you definitely have not been in here." She crossed her arms over her chest, content that she had just stopped a major scam and would be rewarded for her attention to detail.

Valerie looked the girl in the eye and got a firm grip on what she was dealing with. Hmmm, seventeen, drill team member, semi-popular, working here to save money for a car. Well, I was close, she thought, I figured her for a cheerleader, but evidently Sunny D High society had partially overlooked this one.

She summoned energy from the surrounding atmosphere and gave the girl's mind just a little push, a nudge actually, she told herself. This one didn't need much, especially not for something like this. It wasn't like she was trying to convince her to get an A in trigonometry or something, just that she had been a patron of the theatre and had just had to make a run to the car for her jacket. She felt the girl's mind bend almost instantly, not even pausing to ponder the improbability of the situation presented to her. Valerie was almost disappointed. She had expected at least a small modicum of resistance, something to overcome. Instead, her latest conquest smiled and relaxed as though her Grandma had just given her a cookie.

"Oh, of course," she exclaimed. "How did I forget something like that?" She looked confused, not as to whether Valerie was telling the truth, but how the heck she could have forgotten such an obvious thing. Of course, this lady had come to her, complaining about how cold the auditorium was, and wondering if it would be any problem for her to run out to the parking lot to retrieve her jacket from the car.

Smiling, she apologized profusely, "Ma'am, I'm so sorry. I just don't know how I could have mistaken you for anyone else. Please, go right back in and once again, I'm sorry." She went back to her stool, still wondering how she could have been so silly.

Valerie smiled to herself. Well, one down, one to go, she thought. Now, I just have to get past the ticket taker and head to the back door. Damn, what the hell is going on out in the alley, she wondered to herself. I swear, one drop of blood on either of my girls when I open the door, and that cocky Vamp is dust, icy blue eyes or not. She felt a small shudder go through her as she remembered the feel of his soft yet strong lips brushing hers earlier. Man, it would be a damn shame to dust this one before she got to feel more of those lips, she thought. Turning back to the task at hand, she strode up to the ticket stand and smiled at the dark-haired boy standing there. Well, junior; let's see what you've got, she mused, once again breaking out that alluring grin.