Spike watched Faith dancing in Buffy's body and waited, knowing that tonight was the night he would change things…hopefully for the better.

One thing he knew for sure.

It would be better for Faith most definitely.

The girl needed help…but not the help that Buffy had thought she needed.

Faith's pain and scary attitude to life wouldn't be understood for many years to come if he didn't. And no person…no Slayer who saved the world…deserved that kind of pain.

So he was going to change it so that his father would find out a lot sooner than he had. Not get a fork stuck in him would probably make him happier in the future.

He watched as Faith danced with boy after boy, when finally, he saw her begin to move off the dance floor. Taking a breath he moved towards her.

When she spun and ran into him he honestly felt the annoyance of being used as a rail guard, but couldn't stop himself from keeping her from tripping by placing a hand behind her.

Instinctually he had wanted to stop Buffy's body from being hurt…but he knew that Faith did not like touching. And he also knew the reason why.

Quickly he removed his arm and tried to look as annoyed as possible turning to look at her, preparing himself to see Buffy's face.

"Oh, you." He grimaced and didn't look directly at her, not really ready to look at the face he had grown to love.

"And you." Faith said stumbling over the fact she had no idea who he was.

Opening his eyes…he hesitated for a moment…because the second he looked in her eyes, he saw the sadness that would not enter Buffy's eyes for many months to come.

But Faith…Faith had always had that sadness in her eyes. The fact that it was reflecting back at him made him stumble over what he remembered he had said all those years ago, but quickly recovered.

"What, are you keeping tabs on me? You're gonna give me a hard time now?"

"Um, do I usually give you a hard time?" Faith moved Buffy's body awkwardly, not use to it in the least.

"Very funny." Looking away from her he felt a sorrow for Faith that even after all these years he could not stop himself from feeling.

He had helped her with Angel and Giles after the whole resurrection/Twilight business. And as the years went on they had truly formed a friendship.

It hurt him to see her in pain.

Damn bloody soul.

"Well, you don't have to worry about me drinking, unless you're here to protect innocent beers." Spike said turning back to her and holding up his bottle of beer.

Turning he moved towards the stairs, knowing that she was about to come on to him and making up his mind if he was truly about to change Faith's destiny by doing this.

"You're a vampire." The statement more of a question as Faith leaned against the back of the stairs with one arm in a provocative way.

"Was. And as soon as I get this chip out of my head, I'll be a vampire again." The glare he gave her all for show. "But until then, I'm just as helpless as a kitten up a tree, so why don't you sod off?" The anger not coming off him like the first time he had said the words as he was wanting to let her know that he couldn't hurt her.

"Okay." Faith said with little interest and turned to leave him alone.

This time…he wasn't the least been offended at the gesture…but he knew he needed her to repeat the words that she had said to him that they had shared in a basement many years later. Words that would let him know that things were still the same, even with him being in the past.

"OH, FINE! Throw it in my face! Spike's not a threat anymore. I'll turn my back. He can't hurt me."

"Spike…" And then he saw the recognition on her face. "Spike. William the bloody with a chip in his head. I kind of love this town."

And with the way she advanced on him to stare him in the eyes, he couldn't believe how he had missed it the first time.

Buffy's eyes had always been so alive. A sparkle to them that had disappeared the day her mother had died.

Faith…Faith's eyes showed nothing but pain.

He knew he had to keep going with his farce…but every second was harder.

"God, you know why I really hate you, Summers?"

"Cause I'm a stuck-up tight ass with no sense of fun?" Faith said with a little shimmy and jutting out her chest as she popped up.

"Well, yeah, that covers a lot of it." He tried to look shocked and confused at her saying the words…but knew if she said the next words…he needed to try and stop her from making a big mistake again. Try to keep her from trying to have sex with Finn…because from what Faith had told him later…was the opposite of how the boy had wanted it.

"Cause I could do anything I want, and instead, I choose to pout and whine and feel the burden of slayerness? I mean, I could be rich, I could be famous, I could have anything. Anyone."

When she leant into him and pushed him against the support for the stairs, the desire he felt the first time was not there…and in it's place…an overwhelming sense of pity for Faith consumed him.

"Even you, Spike. I could ride you at a gallop until your legs buckled and your eyes rolled up. I've got muscles you've never even dreamed of. I could squeeze you until you popped like warm champagne, and you'd beg me to hurt you just a little bit more. And you know why I don't?"

He looked at her with eyes that hopefully showed some form of desire, because he felt nothing of the sort, and when she said the words he had been waiting for…he knew he had to try and stop her.

"Because it's wrong."

She had smiled almost evilly, but a second later as he grabbed her and opened his eyes wider with a deadly seriousness, it dropped from her face.

"Faith."

Her eyes widened in panic at hearing her name, but his hold on her was solid.

"Don't do this. You think you hate Buffy. But you don't." Spike shook his head and quickly continued. "You think it's revenge what you're about to do. But it's not. The only person you'll hurt is yourself….especially when someone says words to you that were suppose to be to her. Revenge will be the last thing on your mind."

Faith tried to yank away from Spike as he spun them but he held tightly, using his own super strength against her. Thankfully his chip didn't fire, not wanting to hurt her in the least.

The way she was looking at him though, he knew he didn't have much time to convince her of not doing what she was planning, but he had no way of physically stopping her.

The confused scared look she gave him became one of shock as he said his few last words to her.

"Her betrayal didn't hurt because you trusted her. It hurt because you loved her. She's your sister even if you can't stand her…that's how sibling's are. You care what she thinks of you. That's why what she says hurts."

Slowly and with a gentleness he knew Faith had never felt before, he slowly let her go.

She didn't move though, staring at him like she was actually considering his words.

Spike let out a slow sigh. No matter what…he needed to give her the option of coming to him. If she went through with it or not…she needed to know she could come to him.

"I'm at Sunnydale cemetery in a crypt…if you need to talk…or if you don't have a place you think you can go….don't need to say anything."

Faith slowly backed away, looking at him with a worried look. Obviously thinking he was going to rat her out…but he wasn't.

He wouldn't.

Faith needed to make her own choice. She needed to know even if she messed up…there would be someone there for her.

Faith had tried to shake what the vampire had said to her, even after meeting Tara and Willow again at the Bronze. Slaying that one vampire and hearing someone thank her for saving them…it had reminded her that she was a slayer. That despite everything…it felt good to help.

It wasn't until Willow mentioned the name 'Riley' that she had forgotten that Buffy had gotten herself a new beefcake after everything she had put her through because of Angel.

She had managed to put Spike's words out of her mind.

Enjoying messing with Riley had turned the tables on her.

Without realizing why everything he did felt so different she found herself not just sated, but completely alive for the first time in her life.

And then…then he said three words that made everything crash down around her.

"I love you."

Instantly…Spike's words had returned to her.

"The only person you'll hurt is yourself….especially when someone says words to you that were suppose to be to her."

"Get off."

And when he didn't move…the panic began.

"No. No. No. Get off! No. Off me. Get off."

"Buffy…" Riley saying her name only made it worse.

"No, don't. Get.." Finally able to move from underneath him she moved away from him and the bed.

Standing up and trying to control her emotions, almost shaking from the fear and uncertainty that those three words had invoked in her.

"Buffy…what? What's wrong?"

"Who are you?" Suspicion and an abnormal amount of protectiveness of Buffy overwhelming her. "What do you want from h-her?"

"Should I not have…" Riley looked down shyly as he thought his words were said too soon.

"This is meaningless." Three words that had haunted her from childhood. Words that were said to her as they used her. As her mother used her. Three words that tried to counter the words Riley had said to her.

"You're shaking."

Wrapping a sheet around her he tried to comfort her and then asked "What happened?"

And she tried not to cry as memories and emotions she tried to suppress came surging forward, letting her say the only thing she had always said to the question.

"Nothing."

Pushing back the emotions as she always did, she repeated the word…with out the sound of tears in her voice.

"Nothing."

She allowed Riley to hold her as her mind played back Spike's words over and over…knowing…he had been right.

And hating…that she had not listened.

The next morning had been no less stressful.

Sneaking out of the room before Riley woke up making her run into one of his friends.

Hearing the words "Yeah, you're a killer," had made the instinct to deny what everyone had told her she was.

"I am not a killer. I am the slayer. And you don't know the first thing about me."

"You really care what I think?"

Again Spike's words came back to her.

"You care what she thinks of you. That's why what she says hurts."

She didn't respond to him, her body instinctively taking her to the one place she never thought she would be going.

The cemetery.

When she walked into the crypt she realized she had known where to go without really knowing. Her senses having told her that a vampire was there.

Spike looked at her sideways as he had been leaning against a huge sarcophagus.

The only way she could describe the way that he looked at her…was relief.

"You ok pet? Worried about you all night."

Those were words she had never heard before, and so she needed to check if he knew it was still her.

"You know I'm still.."

"Faith. Yeah. Know it's you kitten."

Faith slowly entered and closed the door behind her slowly with some trepidation.

Why was she here?

Why did she come here?

"You slept with the boy didn't you?" Spike asked in slight resignation as he saw the shirt she was wearing belonged to a large man..and the closer she moved the more he could smell Finn's scent all over her.

That brought about a double whammy to him. Smelling Buffy and Finn's scent together angering him and making him fight his instinct to rip the boys head off.

Faith said nothing as the look of disappointment on the vampire's face made her feel an odd sense of shame.

Looking down, Buffy's blonde hair created a sort of curtain as she fiddled with her hands and gave a little nod.

Spike let out a slow long breath, turning his head and giving a small nod of his own.

"He said something you didn't want to hear?" Spike said with one raised brow, knowing all to well the answer.

"Yeah…look…you said no questions.." Faith began but Spike turned his head and looked at her.

"You deserve to hear those words said to you Faith. Not out of some mix up or spell. Every person deserves to hear those words. YOU deserve to hear those words."

Faith flinched as Spike stood straight up and began to move towards her.

"Know you don't know what to make of me. Know you can't explain to yourself why you're even listening to me. But one thing I can tell you is…you are worth saving."

Faith said nothing as the words made her heart clench. She looked at eyes that even in a shadowy crypt were a beautiful blue, and knew she was missing something, but Spike beat her to her question.

"You're important to Buffy. Despite what you may or may not think, she does…care about you. Even loves you. I know you don't feel your worthy of redemption. Deep down you think you're a killer, but you're not." Spike shook his head as he lowered his head as he stared at her.

"You're not a killer Faith. I'm a killer. I know what a killer looks like…and you're not one. You just buggered up. You made a big bloody mistake…but that doesn't mean you're unworthy and should be thrown away. You need to tell Buffy to listen to how you feel."

"Why do you care?" Faith said with a furrowed brow and a shake of her head, anger building inside of her.

Spike had kept his distance, but still stepped back from Faith keeping his eyes on hers.

On Buffy's green eyes, and said words that he would never say to her this time.

"Because…I fell in love with her, and you're important to her."

Spike watched the shock filter into the green eyes, and then the eruption happened.

"SERIOUSLY!? How the hell do you do it B?! Another freakin' vampire…" Faith had begun to walk out of the crypt angrily, when Spike stepped in her path.

"She can never know."

Faith stopped as the words he said registered.

"What?" Faith was now extremely confused. And the look of confusion on Buffy's face made Spike smirk and look down with a shake of his head.

"I'm a vampire. A dead thing. Know I'm not good enough for her. But I'm not about to abandon her like Captain Forehead did." Spike looked up at her with a soft look in his eyes. "Are you?"

Faith looked down, her forehead scrunched together as she thought about what he was saying, then shook her head.

"Why the hell am I listening to a soulless vampire trying to convince me to care about Buffy. Why should I care that you fell in love with Buffy?" The look of disgust on her face hurting Spike, making him move away from her as he said words he had not wanted to say to her.

"Not soulless."

Faith felt like she had been hit in the face with a sledgehammer.

Spike sighed and scrubbed a hand over his eyes. "Know I'm a monster…but thought…I…oh bloody hell I'm a wanker. Look…I'm not Angel. I don't care about redemption because I know there bloody is none for something like me. Killed Slayers and all…but I fell in love with her and SOOO HELP ME…I'M not gonna let either of you die and I don't care if you beat me to a BLOODY PULP!" Spike screamed the last part as he pulled at his hair and sank down to the ground against the pillar in the center of the crypt.

Faith tried to take all of the information in…but it was…well…heavy.

Looking at the vampire, for all the world looking pathetic on the ground of the crypt floor, she was blinking with Buffy's eyes as she finally understood exactly what Spike had said.

"You…you want to protect me? Why… why would you do that?" Faith asked, staring at him with a furrowed brow, not able to believe someone would want to protect her.

Not after what she had done. Not with what she was.

"Told you…you're important to her. You're important Faith. You're a Slayer." Spike said the words slowly and without raising his voice again, knowing that yelling at Faith didn't do much good. Or any good truth be known.

Then both said nothing. The silence stretched on until Faith wrapped her arms around herself and slowly walked over to where Spike sat…and slowly sank down to sit next to him.

"How did you know?" Faith asked after a few seconds.

"What?" Spike looked over at her even as he held his head still.

"How did you know…I wasn't Buffy?"

And Spike watched that oh so familiar face turn and look at him. The beautiful blonde hair, the curve of her face, her glowing tanned skin. To the world she looked like Buffy.

But those eyes…eyes that he knew would look tormented in the future were on her face now.

Faith's own feeling's were reflected in Buffy's eyes.

Windows to the soul indeed.

"Eyes…Buffy still has that hopeful gleam in her eyes."

Faith just nodded her head, knowing exactly what Spike was talking about.

"And…the other stuff?"

Spike took in a deep breath and let his hands fall away from his face as he looked at her.

"You wouldn't be here if you didn't love her."

"I don't. I hate her. She tried to kill me! She destroyed my life." Faith couldn't even put heat behind the words like she had done the day before.

"No you don't! And you've been trying to do the other two on your own. Buffy just called it like it was. She just forgot one thing…" Spike got up and went over the new television set he had gotten after the Commando's had broken his.

Faith looked up at him in confusion, not having moved from her position on the ground.

"You're a Slayer. When push comes to shove…that's who you are, luv." Spike turned the power on to the news station he knew would be broadcasting the story of the 'hostages' at the church.

He didn't move as she watched the screen. And he saw it. The moment when she knew that she would be the only one capable of saving them. It was sadness and anguish mixed in with determination.

He knew then she had remembered who she really was.

"There's only one question you need to ask yourself Faith." Spike said slowly, holding her full attention at his statement.

"Are you going to let others get hurt, or are you going to save them…the way that you should have been saved?"

Maybe it was the way Spike looked at her, or the way he said those words, but Faith felt for the first time like someone understood the hidden scars that Slayer healing could never take away.

Her eyes went back to the screen, watching the police surround the church – knowing they had no idea what they were dealing with.

But for the first time in a long time…she knew…she couldn't watch others get hurt.

Spike would have jumped up and down with joy knowing that Faith had chosen to help people once more. He knew that she had the first time round…but Spike knew what he said and did next…that was the key to saving Faith.

Slowly he moved towards her…still staying a few feet away, and said words that no one had ever said to her.

"I'll be here for you pet. Won't let anyone try and hurt you again. Won't let anyone make you think less of yourself because of what…" Spike stopped himself…knowing Faith wasn't ready to tell the truth of what happened in her past.

Spike knew the only person Faith ever would feel safe speaking of the things she needed to speak of…were with his father.

"You come back here as soon as you save them, yeah?" Spike said instead, knowing by the look in her eyes that he had let her know he had understood the hidden truths she had never revealed to Buffy or any of her friends.

Seeing Faith cry in Buffy's body hurt Spike in a way that nothing else could. The instinct and urge to take her frame in his arms and hold her was strong…but he knew Faith would recoil and strike if he did.

So he waited until with tears brimming in her eyes and quick little nods she agreed to do just that.

Spike slowly sunk down his knees and looked up at her, knowing the unconscious submissiveness would ease her ever so slightly.

"You are worth saving Faith. You…are…not…evil."

Spike didn't expect Faith to begin crying and launch herself at him, but his instinct to comfort her was instant. He knew it was Faith. And Faith had become his friend. To know she was suffering…it made his soul hurt.

"Thank you." Faith whispered as she quickly pulled away from him and wiped her sniffling nose with her arm.

Spike would have grimaced, but it was Finn's shirt she was putting her snot on…so the snot enhanced the shirt.

"You ready to stake some vamps and save people?" Spike asked with a titled head and a small smirk, which slowly Faith returned.

"Sounds like a plan to me." Faith said as she slowly backed away from Spike and turned to stride towards the door.

"Hey Spike…" Faith turned and said suddenly as she turned back towards him.

"Yeah pet?"

"Why aren't you worried about Buffy? I mean...with the whole.."

"Buffy can take care of herself pet. Those Watcher's don't stand a chance against her." Spike said as he knew she would be at that Church soon enough. Hopefully this time Faith wouldn't try and pummel Buffy. Doubtful. But...Buffy sometimes needed something to get her out of her own head. Fighting was the best way for that. Again...Faith had to make a choice...he wouldn't take that away from her.

Besides, if she did come back to his crypt afterwards...he had managed to accomplish what he wanted.

Faith looked serious for a moment before looking back up. "Spike?"

Spike couldn't help but roll his eyes as the girl was getting use to saying his name. "Yeah pet?" Smirking as he sounded annoyed when saying it this time.

Faith smirked and lowered her eyes for one moment before looking up at him again. "Your secret's safe with me."

Spike slowly smiled at her and gave her a thankful nod, which she returned and slowly with a little smirk opened the door and left the crypt.

Chapter End Notes:

What did you think? Like how Spike altered things? Want to know what I have planned for the next chapter? Well...first...please review and tell me what you think. Second...tell me what you'd like to see. I'm thinking Faith going back to the crypt and Spike taking her to Giles. That should be interesting. So...please review and tell me what you think!

SHOW LOVE BY REVIEWING!