Author: Lucinda

pairing: Willow/Spike

fifteenth in Second Best story-line.

Emotional content – nothing higher than the series.

Disclaimer: I do not own anyone from the show Buffy the Vampire Slayer.

Distribution: any lists that I send this to, WLS, Bite Me, Cat, Feen,

Soulmates, WWW - anyone else please ask

note: set in AU season 6. Many thanks to Gabrielle for her encouragement and for the beta-reading.

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Spike walked away from Willow's apartment building. Or maybe it was some sort of dormitory, he wasn't certain, and it didn't really matter that much. They'd gone to listen to poetry, and he'd had the chance to hold her in his arms again, to feel her, all warm and snuggled right up against him. She still fit perfectly in his arms.

Part of him wanted to cringe that he'd admitted the poetry to her. That he'd written poetry, that it had been bad poetry. He'd revealed part of the man he'd once been and the weakness that had plagued William. Everyone else had used that against him.

He hoped that with Willow, things would be different. He knew that she was different, but could she accept the man that he had once been? Could he hold his fears back long enough to let her see the William that he'd been?

He stopped, blinking at the stars as he realized that there were only two possible futures for him. If he couldn't show Willow that he trusted her, make her believe that they had a future, he would have nothing but memories and rejection. For her to let him back into her life the way things had been, she needed to trust him again. If he couldn't trust her, he would lose her. She'd agreed to give him a second chance; there wouldn't be a third.

He'd been afraid. Afraid to let her know how weak his mortal self had been. Afraid to let her know just how much darkness seethed within the vampire that he'd become, and just as afraid to let her see how much of the man remained. To make a bad thing worse, he'd let his fascination with the Slayer draw him away from Willow, and he'd let himself get so caught up in what he'd once wanted that he hadn't thought about what he had.

There was darkness in Willow. She wasn't just fire and energy and enthusiasm, there was darkness, fear, anger, and potential. If he'd even once thought about the matter, he would have realized that long ago. The bloody head of Vengeance demons had tried to recruit her. He'd nearly turned her once, possibly twice; the whole mess at the factory was still a bit fuzzy. Another world's Willow had become a powerful vampire in a few years, a favorite of the Master, ugly pillock that he'd been. Oh yes, she had darkness to her.

He hadn't wanted to see it. Hadn't wanted to see if her darkness was a match for his own. He wasn't certain if he'd been trying to protect her from that darkness, or trying to hide from the potential depths of it. If Willow reached for her darkness, embraced it instead of keeping it hidden, like a shadow behind her fire, would she still be the woman that he'd fallen in love with? Or would embracing her darkness change her into someone he could barely even recognize?

The pink sweater that she'd worn tonight, all soft and fuzzy and begging for him to touch it, touch her… That had been the one she'd worn when he'd kidnapped her and Xander, years ago. It made him want to grab hold and just eat her up. It made her look so innocent, as if the darkness couldn't be that dark. It made him want to count her freckles, every fleck of blue in her green eyes, every streak of red in that almost brown hair. It made him start sorting words for poetry.

Yet still, he was a vampire. Blood and violence would always factor in his life, even if he wasn't hunting and killing anyone that he pleased anymore. Some pain was always a turn-on, as was blood. Had that been why he'd kept up his whatever the hell that had been with Buffy? Because he didn't think Willow would understand that he liked a bit of pain once in a while?

She'd been ready, willing, and able to lock up wolf-boy three nights a month. There was even a set of chains and manacles that she'd brokenly whispered had been 'for Oz' that had stayed in the Watcher's basement. Could she deal with that all over again, for him? Maybe he should try to find out. Of course, he'd have to be careful that she didn't think he was trying to push her into bed with him again.

That was the other thing that he'd need to remember. Give Willow the chance to grow and try new things, respect her ability to grow and change, instead of locking her into a single moment, the way that she was one particular night. With those thoughts dancing in his mind, Spike returned to his hotel room, and drifted into an uneasy slumber, filled with all sorts of images and fragments.

He decided to wait for her the next night, after her late class. One foot tapped impatiently as he held a cigarette, watching for her red hair or the green coat that he'd given her. So many people, but none of them were the right ones.

There she was, frowning and muttering to herself about someone being an obnoxious moron. Stepping towards her, he hoped she didn't mean him. "Evening, luv."

"Spike." She smiled, and moved to his side, one hand taking his and practically towing him away from the building.

"Did I miss something?" He felt a bit confused. Either she'd changed her mind about rebuilding trust, or there was something else going on.

"There's a guy in that class. Big, brown hair, not unattractive, used to getting any girl he wants. He thinks I look cute, and he's trying to talk me into going out with him, so he can try to get me into bed with him." Willow was practically spitting the words. "I've been telling him to get lost. I told him I wasn't interested. I told him I already had a guy in my life, and he accused me of making up excuses because I was too shy to go out with a real man."

"He what?" Spike growled, his face flickering for a moment.

"We're leaving before I set him on fire." Willow frowned again.

"Could you do that?" Spike blinked, feeling the power crackling beneath her skin. "Why don't you want to do that?"

"First, the Wiccan three-fold rule says that I shouldn't, and there's some hefty thou shalt not kill's in Judaism as well. Second, burning alive is a terribly painful way to go, too painful even for a creep like him. Third, it would stink. A lot." Willow scowled. "If we don't leave, I might do it anyhow, probably by accident."

Spike felt himself grinning. Oh yeah, there was some darkness in her. "Red… Willow, is there somewhere we can talk? Without being overheard?"

"Yeah, I think so. There's the old greenhouse, it's pretty deserted even in the daytime. Does this… Is this about Sunnydale-type stuff?" she asked.

"Some. That and relationships." He dropped the cigarette, following her behind a long row of trees and into an old greenhouse. The glass had turned milky and cracked in several places. Inside were plants, and more flowers and herbs than he could name.

Willow let go of his hand, relaxing as she looked at the plants. "It's different at night, like a place full of secrets. Is this… is this a warning of danger, or something else?"

"Not so much a 'danger ahead' thing as…" Spike leaned against a table, careful not to knock the plants off. "How much did you read about vampire sexuality and sexual behavior back in Sunnydale?"

"Whoa. Quite the conversation opener. I wasn't expecting that." Her cheeks turned pink, and she started to study her fingers in careful detail. "I only looked in a few books, and there wasn't a whole lot about the sexual relationships of vampires. They were either about mortals killed painfully or… Well, there was a lot about sexual dominance as a control mechanism. The guy who wrote that stuff sounded like he had a career as an abnormal psych professor…"

"Both happen." He looked at her, noting her curiosity. "The abnormal psych thing might not be too far off. Vamps… even those of us who aren't all grr and bitey, we're not human anymore. We react differently to some things."

"Whips and chains, right?" Willow looked up, her expression hinting that something was finally making sense. "She kept going on about whips, chains and blood."

"Who did?" He leaned forward, curious. What vampire had been talking to his Willow? Or had it been Anya?

"Vamp me. The vampire Willow… you were out of town then, I think. Chasing

Drusilla." Willow was blushing again, but glanced up to meet his eyes. "She was very different from the way I was that year. She kept talking about her world, and how it was more fun. She went on about her Puppy, and how she played her games with him, and how he loved and hated them at the same time."

"I didn't know there were conversations with her." Spike commented, trying not to ask what Willow had thought about those words. "Most vampires aren't much for puppies and kittens."

"He wasn't that sort of puppy." Willow looked away. "He was another vampire. The Master gave Puppy to her as a present because he'd made the Master very unhappy. She told us some of the things they did."

"What about you?" Spike wondered. "Were you listening?"

"Horrified fascination. That was actually rather educational, even though it was about the sort of things that I'd never expected to learn about. Bondage. Torture as foreplay. Uses of candles and holy water and matches." Willow shook her head, looking at a small green plant. "I'm still not sure if she was mentally unbalanced or just wanted to keep everyone else unsure of how to react to her. Buffy was in complete shock, and I think she repressed it all, considering who Puppy used to be."

"Who was her Puppy?" Spike could feel the nervousness as a knot in his stomach, and he didn't like it. He wasn't going to ask if she'd thought about the things the other Willow had suggested, he knew her mind too well. Of course she'd thought about them. But had she been curious, or repulsed?

"Puppy used to be Angel." Willow shook her head, and gave a half smile. "Nobody wanted to bring those conversations up again. Ever."

"I can see why not," he growled, the very thought of Willow and any version of Angel enough to make his blood boil with jealousy.

"Was she right?"

The soft question startled him, and he blinked, slowly emerging from his jealous haze. "Hmm? Who right about what?"

"Was it a vampire thing, or just a Vamp Willow thing?" Willow was watching him intently, prepared to read his face and posture for more than what his words would give.

"Most vampires play a bit rough once in a while. It doesn't have to be all the time." He shrugged, trying to play things casual, trying to bottle up the hope that maybe she wouldn't be repulsed by his darkness. "Of course, I think Angel likes the suffering part, it goes with the guilt."

"And you never thought to tell me anything about that." She turned away, stepping slowly down the path. Away from him. "You wanted, maybe even needed something, and instead of asking me, you went to Buffy. Because she would make you hurt, make you bruise and bleed. You didn't trust me enough, or maybe you just didn't want me enough."

Panic flared inside him, and he moved, reaching out to touch her shoulder.

"Willow, don't walk away like that. I didn't tell you… I should have. Damn, but I know that I should have."

"Why didn't you?" Tears glimmered in her eyes, and she looked at him, her face set as if to ward away disappointment.

"I…" He didn't want to admit it. Looking at her, he knew that if he didn't, she'd be gone. "I was afraid. Afraid to show you that, afraid that you'd remember that I'm a monster, and wouldn't want me anymore. Or maybe showing you that part, the darker side of passion, maybe that would take away some of what makes you so bright. Dim your fire."

One hand reached out, trembling until she cupped it around his cheek.

"Asking me to try something different won't dim my fire. Cheating on me…

Much worse."

"Did I already mention that it was one of the stupidest things I've ever done, I know I was an idiot, and I'm sorry?" He whispered, leaning into her hand.

"Some things it's good to say more than once." She had a tiny smile.

"I love you. I'm sorry that I hurt you. I was stupid, blind, and deserved to be slashed open and thrown into a pit of salty lemon juice." He watched as she fought not to smile. "I'm sorry, luv. Is there… Can we… Oh, bloody hell, I can't say the words."

"Do we still have a chance? Yeah." She smiled, and leaned closer, letting her head rest against his shoulder. "I was never the one afraid to try new things in a relationship. With someone that I trusted, I might try almost anything once."

For a moment, he couldn't breathe, and he just wrapped his arms around her, never wanting to let go. Willow was in his arms, and she's just said… Spike sighed, reminding himself that she'd said they had a chance. Not that she trusted him completely, break out the handcuffs, blindfolds, and find a bed. Nothing about specific toys. A chance, and that she was willing to try new things.

"Good to know, Willow." He whispered the words, knowing that he had to win her back. His existence would be dark and empty without her.

End SB15: Shadowed Souls.