Disclaimer: Everything BtVS and AtS is owned by Joss, ME, and all them over there. Everything Anita Blake is owned by Laurell K. Hamilton

Chapter 1

The afternoon light filtering through the trees and between the buildings of Sunnydale University was not the kind of sunshine that one usually associated with a clear, California December evening. No, this light was a gritty gray. It made everything and everyone look dirty, and Willow Rosenberg wanted nothing more than to get to her dorm room, to her girlfriend, and start her winter break by seeing how many orgasms she could bring Tara to before the other woman passed out.

Feathers. The thought had come, unbidden, during her last exam, and the witch was unable to push it from her mind. She had bought three long, billowing plumes from the little shop off Mulberry Street a few weeks ago, but the right opportunity had failed to materialize. Now, though, there was no `big bad' to research, no classes to study for, and Willow knew her friends would forgive her for spending a little quality time with her lover.

"Just across the quad now, and up the stairs." Willow had developed a habit of talking to herself, as well as inanimate
objects, when she was small, and had never grown out of it. Now, she was talking herself into moving at a steady pace, even as her body demanded to sit down and just forget about going anywhere else. It was just too tired to care.

"C'mon, Willow. You need to get home so you can see Tara. She's been sad since Miss Kitty disappeared." Her feet plodded along, and Willow gave a hint of a nod. "That's it. There's a beautiful girl waiting on you."

The stairs were impossibly long. Willow leaned against the railing at the bottom and rested her hip and head against the wall. She had no books or bag to carry, of that she was grateful, but she felt as if she could fall asleep where she stood. Deciding that the steps weren't going to turn into an escalator, at least not without expending some major energy, she began the long process of talking herself up them.

The room she shared with Tara was in the center of the second floor. The other women staying in the dorm, though
standoffish at first, had grown used to the idea of the two of them together. Willow had worried that they would be the object of torment or, at the very least, ridicule, in their centralized location, but had been pleasantly surprised. They each had to field questions that were a little too intrusive for their liking, and there were sometimes a few whispers when they were affectionate in public, but nothing that they couldn't handle with giggles or rolled eyes.

The sight that greeted her upon unlocking and opening the flimsy wooden door was not what Willow had expected. Three suitcases, bulging with weight, sat at the foot of the scarf-draped bed. Two duffels, similarly full, were on the floor beside the trunk Tara stored her magic supplies in. On top of the trunk, in three small, neat stacks, were the magic books the blonde witch had brought with her to college. Tara sat in the computer chair, fingers twisting in obvious nervousness.

"Baby?" Willow felt her pulse jump when her lover refused to look at her. "Tara, what's going on? I thought we were staying here for break."

"I-I'm g-g-going home." Tara's stutter let Willow know more than the words that she wasn't going to like what came next. "I *n-n- need* to go h-home."

Willow's breath hitched in her throat and she coughed. "Is someone sick? Do you want me to go with you?"

Tara's shoulders straightened and she brought herself to stand in front of Willow. "I th-think that, maybe, you-you're sick."

"Me?" Willow laughed at what surely must be a joke. "I'm not sick."

"It's the power." Tara's voice was strong, and Willow cocked her head to the side in an effort to understand what was really being said.

"The power?"

"You're using it too much, and it's going to take you over."

"Tara, baby, we've talked about this!" Willow felt the adrenaline pumping through her veins and knew that she should stop the argument before she lost her temper. Yelling wouldn't help her at all. "I only use magic when I'm helping to fight...

"That's it, isn't it!" It wasn't a question. Willow knew what Tara's real problem was. "You're angry that I'm helping Buffy
and the guys with my magic instead of concentrating on the phases of the moon and what festival is coming up."

"That's important stuff in Wicca, Willow." Tara's voice wasn't strong now. It was hard and unfeeling. "You refuse to worship the Goddess the way She has laid out. I can't be around that anymore. It's not good for me."

"`The way She has laid out'?" Willow's temper was officially lost, and she clenched her fists in an effort to not hit something as she yelled. "We both know that there are other Goddess religions besides Wicca! I've never really decided how to worship. Yeah, I call myself a Wiccan, but that doesn't mean I can't read up on and study other paths.

"That isn't what's bothering you. Just say whatever it is you need to tell me before walking out on me." Willow's voice, now barely above a whisper, broke. "Just get it over with."

"Fine." Tara sighed, looking defeated. "I don't like you using magic so much."

"It's what I do."

"Two days ago, you did three pretty big spells very close together. You were up studying all night after that!"

"So? I did two long distance locator spells and a pretty big binding thing on a demon so Buffy could kill it. I felt fine."

"Maybe that's the problem. You should have been completely drained after the first two spells. There's no way the third should have been possible. The amount of power you wield... It scares me."

"So you want me to not practice until a few spells will be enough to completely sap my energy?" Willow shook her head. "That's not smart."

"No, I don't want you to do anything." Tara slipped her jacket on and slung one of the duffle straps over her shoulder. "I'd like for you to just practice the religion and leave the magic to someone else."

"I can't do that." Willow couldn't even think of not doing some spell or other.

It was no longer just something she did... It was a part of her. She loved helping people the way she did. Life without the feelings of the Goddess' love and power swirling through her after a spell wasn't something she wanted to imagine. She could admit that she was addicted to that, but she only did good things, so she saw no need to this worrying.

There was a knock at the door, and Tara moved to open it. An older woman and four teenaged boys, all with the same blonde hair as the young witch, moved to gather the luggage.

"I'm not taking a lot of the things we bought together." Tara wasn't looking at her, focusing on gathering as many of her
books as she could at once. "You can have everything."

"Just leave it, then." Willow moved through the door and ran down the hall.

A few of the girls she passed turned to yell greetings or holiday wishes, but she refused to pause for anyone. She refused to watch Tara walk out on her the way everyone else had. If the blonde witch was going to leave her, she wasn't going to be there. Watching as the other woman's things disappeared one suitcase or armload at a time was just too much to take.

Dusk had deepened the shadows while Willow was inside, and the small town of Sunnydale was growing more populated by the minute. Willow knew that the baser occupants of the cemeteries and abandoned buildings that abounded were, for the most part, just now opening their eyes and rubbing empty stomachs in anticipation. She
quickened her steps and tried to give the impression that there was nothing that could hurt her in the shadows of the growing night.

Three blocks from the Magic Box, her luck ran out. Three teenaged boys, falling over each other in youthful play, stumbled from the park onto the sidewalk in front of her. Willow smiled at their innocence and moved to give them room as she passed. A crushing hand whipped out to grab hold of her shoulder, effectively preventing her from moving out of the shadow of a group of trees at the edge of the park.

"Let me go." Willow looked up into three sets of amber eyes. "You won't like it if you try to hurt me."

"Oh yeah?" The biggest one, who was attached to the hand holding her, grinned through his demon visage and chuckled with his two friends. "What are you gonna do, yell for your little boyfriend to help you?"

"Naw, mate," Spike melted from the shadows with practiced ease. "She doesn't have to yell."

Without another word, Spike's boot crunched into the side of the vampire holding Willow captive. The demon growled in pain and anger, but Spike was already shoving a stake through his chest. The blonde didn't even break pace as he killed the first attacker and moved on to the second in the space of seconds.

When she was released, Willow pulled the vial of holy water she had been uncorking from the confines of her pocket and threw it at the smallest demon. He clutched at his smoldering face, and Willow was able to easily drive her small stake into his heart. She dusted herself off as she watched Spike taunt the last of their opponents.

Seeing that Willow was finished, and that he had an audience, Spike tripped the demon he fought and followed it down to the ground, staking him. "What're you doing out all by your lonesome?"

Willow tried to fight back the sniffle that was building, but ended up only sobbing more. "She left."

"It's only for break, though." Spike lit a cigarette and shrugged before draping an arm around her shoulders and leading her to the store where her friends would be waiting. "She'll be back for classes and all that."

Willow shook her head sadly and hiccupped, the sound only making her think of how cute Tara was when she hiccupped. This, of course, sent her into further bouts of sobbing and `hic'-ing. "She's gone for good. Said my power was too much, that I didn't practice right."

"Bollocks to that!" Spike's vehement anger surprised Willow, who found herself looking at him in shock instead of crying.

"Spike?"

The vampire stopped just outside the door to the Magic Box and turned Willow to face him. Cupping her cheeks in his large hands, Spike put the tip of his nose nearly touching hers. "She's wrong, pet. She was jealous of your power, they all are."

"All of who?"

"Your little friends, luv." Spike brushed his thumbs over her eyes, wiping away her tears. "I saw it the other night when you helped them so much. They're all a little afraid and a lot jealous."

Before Willow could respond, the door of the shop was pulled open to reveal an obviously food-bound Xander.

"Hey Wills!" Brown eyes scrunched in concern. "Everything okay?"

"No, you moron, everything isn't okay!" Spike roughly pushed past the younger man and guided Willow into the room. "Had a bit of a go with some of the younger local vampires."

"Are you alright?" Giles moved from his spot behind the counter to check Willow over.

Buffy came from the back, her hair tied back in a ponytail. "What's the what?"

"Willow got attacked." Dawn had stopped doing her homework and was watching the goings on with a frown on her face. "What else happened, Willow?"

Of course Dawn would have to see that I've been crying. Willow sucked in a deep breath and tried for a shaky smile in the teen's direction. "Tara broke up with me and left town."

"What?!" Anya squeaked from where she had just finished counting out the receipts. Moving around the counter, she pulled the (much) younger girl into the surprisingly strong circle of her arms. "Are you okay? What happened?"

"I'm not good. Very not good. Actually, I'm pretty stinkin' bad at the moment." Willow was never sure how to handle that sort of question. Having two lobbed at her less than an hour after breaking up wasn't something she was prepared for. "I'm not casting any spells, if that's what you're asking."

Anya shook her head. "That's good to know, but it's not what I was wondering. I'm just trying to do what normal human girls do when another girl gets dumped."

Despite the unfortunate wording, Willow could see that Anya really was concerned with how she was feeling. "I know, Anya. Thanks."

"So, what happened?" Dawn scooted over on the small couch to make room for the redheaded witch.

"She," Willow felt fat tears running over her cheeks again, brushing at the angrily. "She said th-that I'm sick, that the, the power I com-command is going to... to take me over. She said... That I wasn't practicing Wicca the right way."

"Aren't you still deciding which path it is that you want to follow?" Anya handed Willow a big box of tissues and unwrapped a Hershey Bar before handing that to her as well.

"That's what I said!" Willow noticed the sideways glances Xander, Buffy, and Giles were giving each other and straightened in her seat. "You think she's right!"

"Well, not completely." Xander looked at Buffy and Giles, clearly begging one of them to explain.

Giles straightened his glasses and crouched down in front of Willow's seated form to look her in the face. "He's trying to say that we're all a little concerned with how much power you're channeling."

"Not all of us!" Dawn clasped Willow's free hand in her own. "Anya and I think she's doing perfectly fine."

"Dawn, we've talked about this." Buffy frowned at her little sister. "You were there!"

"`There'?" Willow met Spike's eyes, noticing the almost imperceptible nod, before standing to face the three people standing in front of the counter. "You guys had a meeting about this?!"

"It wasn't really a meeting. We just all started talking about it last night while you were in class." Buffy suddenly wouldn't meet her eyes, and Willow felt the urge to hit something again.

"You *knew*. You all knew Tara was going to break up with me tonight, and not one of you tried to warn me."

"I tried," Dawn's voice was quiet in sympathy, and Willow could hear the guilt tingeing the words. "I just couldn't get hold of you. I figured any messages on your machine would just be erased before you could hear them."

Anya shot Xander a look of pure contempt. "Xander tied me up and tried to distract me with orgasms. He only let me go because we both had to work, and you were in class by then."

Spike growled from where he was standing, body tensed, at the back of the room. "I wasn't at the bloody, sodding meeting."

Willow dropped the half eaten bar of chocolate on the table, mumbling her quiet thanks to Anya and Dawn for their concern. Pushing her way passed Buffy and Xander; Willow began the long walk back to the dorms.

Maybe I'll get lucky and another vampire will grab me. Willow nodded at the unbidden thought and decided to cut through the park.

Chapter 2

~~~~~~~~ Spike~~~~~~~~~

Spike stood looking at the assembled group, wondering how they could call themselves Willow's friends. Dawn and Anya sat on the couch, holding hands and shooting glares at the three people still by the counter, though they were being ignored. The vampire wondered how long Anya would put up with that before telling the moron what to do with himself and his orgasms. Dawn was working up to a good screaming match with Buffy, and Spike was tempted to stay
and see the fireworks, but he realized something that the others didn't seem to. Willow was walking through Sunnydale, distracted and off her game; long after the sun had set.

Without a word to the objects of his intense hatred, and a small nod to Dawn and Anya, he slipped out the back of the shop. He didn't bother to pull on his duster until he was well away from the store, not wanting the creaking and whooshing of the leather to alert anyone to his departure. The idiots wouldn't be thrilled to know that he was going after Red.

Turning to the left, Spike began a brisk walk down the sidewalk in the hope that he'd find Willow on her usual path to her dorm. When she didn't appear in front of him after a turning the corner, Spike felt the first stirrings of worry.

"Where are you, Red?" He stopped to light a smoke, cupping his hand around the lighter to keep the soft breeze from fluttering it. The soft smell of vanilla mixed with the unmistakable tang of tears on the air told Spike exactly where Willow was.

"Walking through the park." Spike snorted at his own sarcasm. "No, she's not upset at all."

A flash of red against the silvers and blacks of the night caught his attention, and Spike hurried to join her. "Not smart
walking out here all alone, pet. Never know what kind of evil nasty will decide that you look like dinner."

"It's too early for dinner." Willow's voice, though still morose, held the barest hint of a laugh. "I'd be breakfast."

"Not funny, luv."

"Don't think it was really meant to be." Willow shrugged before stomping her foot in anger. "How can they be afraid of me, angry at me, when all I've ever done is help them?!"

"They're afraid and angry because they're jealous, pet. You have more power in your little finger than the slayer has in her entire body. That makes you more important than her. That's not something she's used to at all. Xapper just follows along with whatever she says, and Giles, while he sometimes shows some balls, is pretty much the same way."

"I guess I can see the anger in that." Willow nodded slightly, sounding defeated. "I just really don't understand the
fear. Am I really that dangerous?"

Spike linked his arm through Willow's as they neared the center of the park, turning her away from the dorms. He had his DeSoto sitting in a rented garage a block away from the park in the direction they now moved. What better time to take the chit for a ride? Needs something to get her mind off things for a bit. "How `bout a drink, luv?"

Willow looked at him for a minute, uncertainty flickering through her eyes, before she shrugged and gave a deep sigh. "Oh, why not?"

Spike unlocked the garage and his car, motioning for Willow to get in. "Not much in the way of cars, but I like it."

Willow looked at Spike, her fingers moving to caress the smooth leather seats. "It's a great car. Suits you."

"Does it?"

Willow nodded. "Sleek, beautiful, and dangerous."

"`Beautiful'. Pet?"

Willow smirked up at him. "Sexy as sin?"

"Much better."

It was five minutes into the ride before Willow spoke. "Spike?"

"Yeah?"

"Could we just leave?"

"Haven't gotten anywhere, yet."

Willow turned sideways in her seat to level her gaze at him while she twirled a strand of hair around her finger. "No, I mean leave town."

Spike brought the black monster of a car to rest at the side of the street. Couples out celebrating the beginning of winter break crowded the sidewalk, and Spike was grateful that his favorite liquor store was away from any clubs or teenage hangouts. Driving would have been impossible around there.

"You just want to go? Run away from those idiots?" Spike could feel the anger building up inside and tried to turn the other Scoobies into demons in his mind so he could picture ripping them apart. "You can't let them think they've won!"

"I didn't mean forever, Spike." Willow grinned. "I've got another quarter at school, and I'm not going to miss it. I just want to get out of here for a few days."

"We could call Anya or Dawn. Either one of them would like to go with you." Please say no, please say no, please say-

"No." Willow shook her head hurriedly and held Spike's hand in both of hers. "I want *you* to come with me."

"Sure, ducks?"

"You know I'm not one for long discussions on my feelings. Well, not without rambling on and on. And, when I ramble, I tend to stop making a whole lot of sense. You understand me a lot more than anyone else, including Xander."

"It's all those years livin' with Dru."

"That's another reason I want you to come with me."

Spike pulled out a cigarette, lighting it before rolling down the window to let the smoke out. He sat facing Willow for a
long moment, just smoking his Marlboro and thinking. Running's the weak thing to do, but maybe the chit deserves to be weak for once. I'll just have to be strong for her. Not like I haven't done it before.

Taking a final drag to mask the deep breath he took, Spike slowly let the smoke drift from his lips as he faced Willow
again. "Are you asking me to go because you want to go with *me*, or because I happen to be here and unattached to the rest of the bloody Scooby Gang?"

Spike gripped the wheel as the mantra of `please be me, please be me, please be me' echoed in his head.

Willow's lip trembled slightly as she looked at him indignantly. "Spike, you're one of my best friends! One of three
*real* friends that I seem to have. I'd move into your crypt if that was the only way to hang out with you over break.

"I just can't deal with being in that dorm room right now, and thought you could use a break from nearly all things Sunnydale and Scooby. If you don't want to go with, just drop me off at my parents' house, and I'll take their car."

Bloody hell, she's beautiful. Spike was so busy taking in the sight of her flushed cheeks and flashing eyes that her words
took nearly a full minute to sink in. *I'm* one of her best friends? She'd stay at my dank, depressing crypt just to spend time with me, and she's asking me to go with her. Wait- `you don't want to go'? Sod all that!

"Oh, I'm going." Spike put the car back into gear and maneuvered one of the fastest U-turns Willow had ever been witness to. He was nearly to the dorms when he again spoke. "We're not going to see the Poof, are we?"

"No." Willow shook her head sharply. "I've got enough drama without getting involved with Angel's group."

Spike nodded and chuckled softly as he navigated into the campus parking lot. "Good. I don't think my sire and his merry band of helpful idiots would welcome me with open arms, and havin' my badboy-funbits handed to me or ending up a big pile of dust would tend to cut down on the amount of fun I could have."

Willow's burst of laughter made Spike jump as he reached for the keys. "`Badboy-funbits'?!"

"What?" Internally, Spike gave a little punch of triumph. *Knew* I could make her laugh.

Willow could only giggle uncontrollably while curling into a ball on Spike's seat, and the vampire wondered if she could breathe.

**********

Spike paced around the room while Willow packed, trying to take in everything without being too obvious. There were a few empty drawers open, telling Spike that the left-hand dresser and closet had been the blonde's. Stupid bint wasn't smart or pretty enough for my Red, anyway.

"Got everything, pet?"

Willow looked over her bags. A small suitcase sat beside her laptop case and purse. "Oh, I left my shampoo and stuff in the showers. I'll be right back."

Spike waited a beat and then stuck his head out the door to watch as Willow pushed open a door and disappeared. Long legs carried him to her hamper, and he fished out a soft, v-necked shirt she'd worn the night they fought the last nasty demon. Stretching the material in his hands, he leaned in to rub his cheek against the cloth as he took in her scent. He knew he was going to be close to her for the next few days, but didn't know if he would ever get to
hold her.

There was a soft thump from the hallway, and Spike could hear Willow's voice as she walked down the hall with someone. Better be a girl, Spike scowled and shoved the shirt back into the hamper before Willow and the other girl, a decent enough looking brunette, came into the room.

"Marcy, this is William."

"Hello." Marcy had blue eyes and dimples that would have made Shirley Temple jealous when she smiled.

Spike nodded slightly in acknowledgment. "Ducks."

The brunette's eyebrows disappeared under her bangs as she turned to Willow. "You're right, he *is* a cutie!"

Willow only blushed and rifled through a stack of CDs on her desk. "Here. Thanks for letting me burn it."

"Not a problem. I'm just glad I caught you before you left."

"See you after break." Willow hugged the other girl before waving her down the hall.

"So, I'm a `cutie', huh?" Spike gave a smug grin as he hefted her bags and followed the blushing redhead from the room.

*******

The trip to Spike's crypt was comfortable, as Willow was busily making a list of what snacks they would need to get at the big truck stop/gas station a few miles out of town. There was nowhere in Sunnydale that had decent road munchies.

Spike had chuckled at that declaration, telling Willow that he just had to get enough ice to keep his blood cold. He would have to restock the next night, but didn't think he'd have any problems. Every decent sized town had a butcher or a blood bank. Failing that, there *had* to be a hospital. He flat out refused to feed off of animals. He'd rather starve to death.

Spike left Willow in the car with the motor running and the doors locked while he did his vampire interpretation of `The Flight of The Bumblebee'.

Though, I'm sexier than any bee could dream. Spike chuckled to himself and began a little singsong in his head. I'm goin' on a trip with Re-ed. Goin' on a trip with Re-ed.

After throwing his only other pair of pants (black jeans, of course) and the three shirts he currently owned into a gym bag, he threw his last three bags of blood into the little red cooler Willow had given him a few weeks before. Looking around, he caught sight of the carton of Marlboro cigarettes sitting on top of the television and put it in his bag as well. Satisfied that he had everything of vital importance, he nearly sprinted back to the car.

Willow was listening to some slow song when he threw his things in the back and slid into the driver's seat.

"Bruce Springsteen?" Spike cringed and slid the DeSoto out onto the road. "You want me to listen to this?"

"It's `Thunder Road'!" Willow looked shocked. "How can you *not* like `Thunder Road'?"

Spike only shook his head, not even trying to hide his amused grin. The sign thanking them for visiting Sunnydale and asking that they came again loomed just off the road, and he glanced at the redhead.

Willow saw his grin and cringed in her seat. "Go for it."

Spike barreled over the sign, singing along with Bruce as his back tire left thick tread marks over the green surface. "All
the redemption I got to offer purrs beneath this dirty hood, with a chance to make it real somehow, tell me what else can we do now-"

Willow's voice joined his even as she watched the flattened sign disappear behind them in the dark. "Except roll down the window and let the wind blow back your hair, the night's busted open, these two lanes will take us an-y-where.

"Thought you were making fun of Springsteen a second ago."

Spike just smiled. "How can you *not* like `Thunder Road'?"

Chapter 3

~~~~~~~~~ Willow ~~~~~~~~

Willow stifled a yawn and looked over at her companion with bleary eyes. They had been on the road all night, and she was starting to feel the strain in her back and legs. It was closing in on five o'clock, and the sun would be coming up soon after that. Looking at the map she'd bought at the last gas station they had stopped at, Willow followed the randomly chosen route with her finger.

"We'll be in San Francisco in a little bit." Willow couldn't think of a place that had check-in times at that hour. "Wonder if
there's some little rat hole or other that will take check-ins twenty-four hours?"

Spike chuckled and drummed his fingers along with the beat of the Clash song playing on the stereo. "Don't worry about it, luv. I've got it covered."

"Oh? How's that?"

"Made a phone call while you were makin' use of the little girl's room at that last stop. There's a guy who owes me a few
favors there. He's willing to make up for them by letting us stay in this little hotel he runs. We'll have to share a room, though. Somethin' about there being lots of people in town for the holidays."

Willow got a mental picture of some kind of a hole-in-the- wall hotel on the outskirts of town, but decided that it would be fine as long as she could stretch out on a bed and didn't get eaten. "As long as you behave, we'll be fine."

"*I* behave?!" Spike affected a surprisingly convincing look of shocked innocence. "You know you're just waiting to get me alone to have your wicked, witchy way with me."

Despite her giggle, Willow couldn't bring herself to play along. "Nah, my wicked, witchy ways aren't all they're cracked up to be, apparently."

"Hey now, no tears yet. We'll be inside the city in just a few minutes, and then it's on to the hotel. Traffic's pretty decent at this hour, so it shouldn't take us long at all. Then, I'll draw you a bath and you can knock the road dust off. After that, you can snuggle down and have a good cry."

"You don't have to do any of that, Spike." She tried to ignore the fluttering in her stomach at Spike's words. She hadn't
had that feeling from a man since Oz, and wasn't willing to think on them now.

"Know I don't, pet." Spike stopped at a light and met her eyes. "But I want to... Need to... Going to."

Something Willow couldn't place glinted in the vampire's eyes before he turned back to the road and slid into the city proper. Willow was silent for a moment before a thought struck her. "Are we going to be in the city for a few days?"

"You're in charge of this little expedition, luv." Spike chuckled. "I'm only the driver."

"You know that's not true, Spike. You're a lot more than some chauffeur."

"Why did you ask about staying in town?"

"Can we go see the American Conservatory Theater? I've always wanted to."

Spike gave her an indulgent smile as they sat at another light. "Do you even know what's playing?"

"Does that matter?"

Spike, still wearing that smile, shook his head. "Not a bit, pet. We'll get settled and see what's going on tonight and tomorrow. That way, we know when we're puttin' on the nines and going to the theater, and when we're slummin' it in the East Bay clubs."

"Spike, I didn't bring anything dressy." Willow worried her lower lip in a habit that she knew must make her look all of twelve years old. She hated that she still did it, but couldn't quite seem to stop.

"Guess you'll just have to go shopping."

"We'll do that tonight, and then do the theater or the club thing the night after." Willow nodded to herself and started
watching the buildings as the car she rode in slid along the street.

"You could just go shopping this afternoon after a nap. Then you wouldn't waste time waiting around on me." Spike pulled the car to a stop.

"I won't be wasting time waiting on you. I'll be having a good time hanging out with you until you can go shopping with me. Besides, I suck at picking out club wear." Willow caught sight of the building sitting outside her window. "What's that?"

"That's the Mark Hopkins Intercontinental Hotel. Our home away from home. For the next few days, at least."

Willow let her hand rest in Spike's when he opened her door for her, able to do nothing but slowly respond to the soft tug on her hand. "What did you *do* to get this as a payback?!"

"Stopped a demon who likes to set fires from burning the joint about ten years ago. Get to stay here for free whenever possible."

A middle-aged man had come from inside to stand with the doorman. A wave of his hand sent three other men scurrying to the car to relieve it of its baggage. If any of them found their mismatched luggage in bad taste, they gave no indication of it. Willow did notice, however, that the bellhop with the small red cooler was carrying it as far away from his body as he could.

"Hello, Mr. Torrington." The middle-aged man smiled as he spoke and held his hand out to Spike. "It has been quite some time."

"I've been busy lately, and have just now gotten a chance to get away for a while." The accent he was using sounded more like Giles' than his own, and Willow was struck with the thought that she may not know as much about the vampire... the man standing beside her as she would like.

"Yes, I know how that can be." Kind brown eyes slid from Spike to Willow. "May I ask who your new friend is?"

"This is Willow Rosenberg." Spike's arm drifted around her waist as they moved into the lobby.

"Pleased to meet you, Miss Rosenberg. My name is Joshua, and I'm the concierge here. If you should need anything during your stay, just let me know." Another man, this one in a uniform that was a strange mix of the bellhop and doorman dress came from a back room.

"Markus!" Joshua called him over and motioned to Spike. "Take his keys and park the car. Quickly!"

"New guy?" Spike chuckled, and the other man's scowl faded and then was gone.

"Stacey will get you taken care of." Joshua motioned to the young woman standing at attention behind the counter. "Oh, and you'll find your mini fridge stocked with O negative."

Willow could only blink at the two men as they said their goodbyes. She knew she was staring, but, really, there was simply no helping it.

The lobby of the hotel was larger than the entirety of her parents' home. Chandeliers and wall sconces kept the shadows that would have been hovering in the corners and eaves of the vaulted ceiling at bay. There were lamps to cast a golden light over the abundant chairs and sofas artfully placed about low tables and ornate rugs. Reds and golds, along with splashes of creams, dominated the room's colors. An older woman was decorating the mahogany tables with great vases of silver or crystal with fresh cut flowers, their scents mingling and drifting through the air in a sweat, but not overpowering way.

Spike only smiled this wide, indulgent smile and led her to the gleaming dark wood counter and the pretty woman standing behind it.

"I just need your ID and credit card for our records and incidentals." Stacey had a soft voice, though it echoed in the
nearly deserted lobby. Looking at Willow, she smiled slightly. "The Nob Hill restaurant will be open at 7:00, though room service is open for orders around the clock. For dinner or drinks, the Top of The Mark is open as well."

"Thank you, I'm starved." Willow spoke softly as she took in the other woman's soft voice. The voice coupled with large blue eyes and shoulder length blonde hair brought Tara swimming to the front of her mind.

"Think we'll just be gettin' room service for now, pet." Spike smiled at Willow, and she nodded.

"I can put that order in for you now, if you like?" Stacey motioned to her phone. "It would be finished much sooner that way."

"That would be lovely." Spike's new accent continued to throw Willow off. "I'll just have a nice cup of tea. What would you like, pet?"

"Blueberry muffins with lots of butter. I think I'll take tea as well." Willow managed a wave and a `thank you' as Spike
turned, still holding onto her waist, and walked to the elevators.

"What's our room number, anyway?" Willow took the key card Spike handed her and turned it in her hand. "`Room 1802, The Mark Hopkins Suite.' Why do I get the feeling that it's the most expensive room here?"

"*Rooms*, pet. It's a suite." Spike was watching the numbers slowly tick by on the little panel above the buttons and shifting from foot to foot. "And you get that feeling, because it's true."

"This is too much, Spike." Willow knew he wasn't actually paying for the suite, but she still felt out of place.

Spike stopped watching the numbers and grasped her chin in his hand. "Nothing is too good for you, Willow. Nothing."

Willow nodded, and Spike returned to staring at the ticking numbers, muttering curses when it only showed `11' before slowly moving to display `12'.

"What's wrong, Spike?"

"Sodding hate these things."

"You're claustrophobic?"

"You try waking up in a coffin and see what it does to you." Spike's eyes were flecked with amber as he spoke.

"I wasn't making fun. Just wanted to know." A horrific thought struck Willow just as the display panel showed `16'. "Wait, you were tied up in Giles' tub for so long."

"`Bout killed me." Spike's voice was soft.

Willow felt those flutters come back when she saw the openly vulnerable look on his face. "I'm sorry."

There was a soft `ding' and the doors slid open. Spike let out an unnecessarily held breath and reached for her hand. "Not your fault, Red."

"It still sucked."

Spike nodded and opened the door to their suite.




Twenty minutes, and three circuits of the entire place later, Willow was sitting in the parlor eating her muffins and
sipping tea along with Spike. "This place is amazing."

"Said that, pet."

"Well, it bared repeating." Willow shrugged and let her eyes drift over the luxuriously decorated room.

"When the sun comes up, you'll be able to look over Huntington Park from the terrace over there." Spike nodded at the
windows and door behind Willow.

"Maybe," Willow couldn't quite stop a quiet, but hard, yawn. "Maybe later. I just want someone to point me in the direction of the bed."

"Do better than that." Spike sat his teacup back in its saucer and placed everything back on the large silver cart that had
been wheeled in. Moving to Willow's side, he slid an arm under her legs and one behind her back before standing and carrying her into the spacious bedroom.

Sitting her on the bed, he retrieved the short nightshirt from her bag and handed it to her. "Bathroom's in there, pet. Do
whatever it is you need to, get changed, and then come to bed. That bath will just have to wait, I suppose."

Willow changed clothes quickly, sliding her nightshirt over her head and combing through her hair with tired fingers. The action brought the memory of other hands sliding soothingly over her locks, tangled from a fight or damp from a shower or a bout of lovemaking. A soft sob surprised the redhead as she opened the bathroom door, and she was unable to stifle it before the blonde vampire sitting across the room heard.

Spike was at her side before the tears in her eyes were fully formed, and she felt strong arms wrap around her and a
receptive shoulder under her cheek. "Pet?"

"I'm sorry." Try as she might, Willow couldn't get the rest of the words to form, and broke down into hiccupping sobs against the soft black cotton of Spike's shirt

"Hush, pet." Spike petted her hair and dropped soft, chaste kisses along her forehead while maneuvering them to the bed. "I knew this was coming when you first wanted to leave town."

Willow slid into bed, grasping Spike's arm and tugging him onto the soft mattress and billowing covers with her. "How?"

"You were right pissed off when we left." Spike shrugged and sat up to remove his ever-present boots. "Figured you would be getting past that to the tears part soon."

"And you still came with me?" Willow watched as Spike stripped down to his faded jeans, unsnapping the button before
sliding under the covers to rest beside her.

"Wasn't about to let you go through it alone." Spike brought her to rest against his chest and continued playing with her hair. "I'm here for you, Willow."

Chapter 4

~~~~~~~~~~~~~~Spike~~~~~~~~~~~~~~~~~

Spike tucked Willow more firmly against his side and grinned softly when she curled around his much cooler frame. He tried to tell himself that she probably thought he was the other witch, but a soft `thank you, Spike' let him know otherwise.

`Bugger all,' thought Spike with a frown as he ran long fingers through Willow's slightly curling red hair. He was happy it
was growing back to a proper length, having hated to see it so short. `How am I supposed to get through this without doing something stupid? The chit's counting on me to be her support, and all I can think of is making her mine in every sense of the word.'

The blonde busied himself with looking over the window coverings, trying to determine if they were thick enough without
having to move from Willow's side. The redhead turned to lay her head on his chest, one hand moving to rest on the back of his neck, fingers buried in his hair, and Spike decided that he'd take his chances. There was no way in hell that he was going to give up the closeness her sleeping body was affording him to do something as inane as insure self preservation.

`Yeah.' Spike rubbed his cheek over the soft hair of the girl in his arms. `I am, once again, Love's Bitch.'

Willow sighed and held onto him tighter in her sleep, and Spike nodded. `I can do that. She's more than worth it.'

`Besides, this place isn't even going to put a dent in my savings.' Spike fought back the full laugh that tried to form in his
chest when he remembered Willow's face when she saw the hotel, then the lobby, and then the suite. `Can't go telling her that, though. She'd just want to go and do something stupid. Like trying to pay half. As if I'd let that happen.'

Sometime in the months Spike had been helping, and watching, the Scooby Gang, he had an epiphany of sorts. He had known that Willow's power was going to explode, and that it was doubtful that her so-called friends would be willing to really deal with it on a responsible level. Spike had also seen the way Tara acted around everyone else, and the way she got into little snits whenever Willow used magic. He had known before anyone else that the blonde witch
would not be around for much longer, but refused to cause Willow pain by telling her without some sort of proof. His sudden realization had also included the feelings he was developing for the petite witch in his arms.

It had happened so quickly, and so simply, that Spike was almost embarrassed. The group had gotten together to take out a rather large, vicious nest of vampires one Friday night. After the fight, dust settling around them, Willow had looked up at him with big, shining green eyes and smiled.

That smile was the clincher to everything else about her that Spike found himself looking for in other women. Her innocence and kindness had drawn him to her. The stubborn streak and hidden fire captivated him. But that smile pulled him in, rolled him over, and held him fast.

Spike was in love.

He knew without lingering on the thought that he would follow the little redhead anywhere. Even when she moved on from this breakup and found another girl to love, he would be there. He had spent two lifetimes following women who felt next to nothing for him. He could handle following the witch around. At least she would be good company.


~~~~~~~~~~~~~~~~ Willow ~~~~~~~~~~~~~~~~~

Willow fought to stay asleep as she cuddled into the firm body below her head. Her hand drifted of its own accord over
rippling abs before settling beside her face.

`Wait.' Willow blinked her surroundings into focus. A long expanse of pale flesh greeted her eyes, and she was ready to dismiss the previous day's events as some hellmouth-y dream when she brushed her hand against the hard chest below her.

`Spike.' With the remembrance of whom she was sharing a bed with came all the details of the day and night before, and she scrambled out of the bed and into the bathroom as quickly and quietly as she could.

She remembered Tara breaking up with her for reasons that made no sense, and the way the group had reacted to the news. Buffy and Xander telling her that Tara was right about her using magic all the time, Giles trying to back them up in a slightly more democratic way. She saw Anya and Dawn, angry that the group was not hearing their opinions, sitting with her and offering their support. But, most of all, she saw Spike.

Not just the Spike who had taken to helping them after the chip, and not just the vampire who had wrecked the Parents' Night at the high school all those years ago. No, Willow saw them, as clearly as if they were standing in front of her in the impressively large bathroom, like two slightly different sides of a coin. They weren't the complete opposites of each other, but the Spike that had been helping them was somehow... different than the one who had kidnapped her and Xander.

She ducked into the shower and was scrubbing the stress, and top few layers of skin, from her body when a thought struck her. The group, her included, had been treating Spike as if he were no longer a threat. Now, Willow saw that for the mistake it was.

He was like one of the albino tigers she had seen in the zoo as a girl. Sleek, beautiful, languidly bored, and more deadly than most gave them credit for. You could train them to eat what they were given and to look pretty for the cameras, but they could still turn and rip your arm off as you went to pet them.

Willow found herself wondering what the hell she was doing with him in a hotel, amazing as that hotel may be, until she
remembered the look on his face the day before. He had looked so angry and appalled with Buffy, Xander, and Giles. Then, walking her to the car and packing her things, his eyes had shone with an understanding that Willow found herself wondering about.

The comforts he had given her without any thought to himself amazed the redhead as she dried off and dressed for the day. His arms had been pillowing and strong at the same time, different than Tara's but also the same, as he held her.

Willow opened the bathroom door to see Spike, still shirtless, reclining on the bed and smoking what was obviously his
first of the day. His bleached hair, curling without being combed and gelled back, stuck up in crazy tufts here and there. Bleary blue eyes met her green ones, and he grinned lazily.

"Afternoon, pet."

His voice was husky from sleep and smoke, and the air rushed out of Willow's lungs as a wave of lust spiked through her. `Where did *that* come from?'

"H-Hi Spike." Her mouth had gone dry, and it took two tries to get the words out. "When do you think we'll be able to go
shopping?"

"There are boutiques and shops in the hotel, so we can start looking for a few classy things while we wait for the sun to set." Spike ground his cigarette out in the ashtray that he had moved from the dining room to the nightstand.

Willow gulped at the sight of the flesh exposed when he stood from the bed and stretched long arms above his head. His jeans rode indecently low on his hips, exposing the lines where his legs joined his torso. A shallow navel and rippling abs led her eyes to the sculpted chest with its pale skin and darker nipples. Willow snapped her eyes to the side as Spike lowered his arms and opened his eyes, trying to get her breathing under control, not really certain why is was erratic to begin with.

"I'm going to call Sunnydale."

"Why?" Spike had moved to retrieve his clean clothes, but stopped to face her. "They don't deserve to even hear your voice at this point, Red."

"Anya and Dawn will worry." Willow hoped that the others would worry, too, but knew that mentioning the younger Summers sister would soften the vampire up.

Spike nodded. "I was going to get a shower, but that can wait... If you want?"

Willow knew that he was offering to be there for her again, to back her up if she needed it, and smiled softly at him. "Thanks, Spike, but I'll have to talk to them on my own some time. It's not like you can be with me all the time."

"Could if you want, Willow." The words were so soft that Willow wasn't sure if they had actually been spoken, and then Spike was closing the bathroom door behind him.

Willow stood staring at the door until she heard the water start. `Did he just say that? Could Spike *like* me? Why am I even thinking about this? I'm gay now. Right?'

Shaking her head, Willow moved to the spacious living room and picked up the cordless phone from its base on the table beside the sofa before moving out onto the balcony. The breeze blowing off the ocean caused the flowing skirt she wore to flutter and wrap around her ankles. The sun warmed the flesh exposed by the deep green halter-top. The effect was at once sexy and relaxing, and Willow made a mental note to pick up some more outfits like it while she went through the numbers necessary to access her calling card and then The Magic Box.

"Hello, this is The Magic Box. Dawn speaking." The forced politeness in the young girl's voice made Willow smile.

"Hey Dawnie."

"Wills!" Dawn's happy shriek was followed by the noises that phones make when they're rubbed against something, and a muffled `Hey!'.

"Willow Ann Rosenberg!" Buffy's voice was devoid of all cheerfulness. "Where the hell have you been?"

"Well, first I went to my room and packed some things, then Spike grabbed his stuff. Now, though, we're in an amazing hotel in San Francisco."

"You're with Spike *where*?"

Again the phone made some odd noises, this time followed by the cultured voice of Giles. "What's going on, Willow?"

"I'm going to be out of town for a while, Giles."

"Am I to understand that you're with Spike?" The disapproval was thick in his voice, and Willow could just see him polishing his glasses as he frowned.

"That's right." Willow stroked the petals of a flower growing in an ornate marble pot. "I needed to get away for a while,
and Spike needed a break too. So, we left. I'll be back way before classes start, don't worry."

"Have you given any thought to Spike's being a *vampire*?"

Before Willow could respond, the phone once again changed hands and Buffy's voice whined at her over the line. "Running away from your problems won't make them go away, you know. Being a coward is one thing, but I never thought you were stupid enough to just run off with the first guy to offer you a ride!"

While Buffy was deriding her, Willow caught Xander's muffled voice in the background. She couldn't really make out what he said, but she heard the words `blood-sucking bastard', and `evil undead' more than once.

"Buffy, you ran away after the whole Angelus thing, and you were gone for *months*." Willow fought the tears that threatened to spill down her cheeks. "I just need a few days."

"It's not the same thing!" Willow had never noticed the high- pitched shriek that Buffy's voice tended to take on when she was indignant before. "Willow, you need to� Hey!"

"Willow, this is Anya." The former demon's voice was pleasant and crisp. "If you're having fun in San Francisco with
Spike, then I say go for it. If anyone deserves a bit of a break from this place it's the two of you. Dawn says to have fun, too."

Willow heard a loud banging, and Anya's voice was breathy when she started talking again.

"Sorry about that. I had to run for the back room." Anya chuckled as Xander's curses floated through the door. "Be sure to keep your eye out, you're not used to big cities. Tell Spike that Dawn and I say `hello'. Oh, and I better be getting something when you two get home."

"Okay. Thanks, Anya."

"It's no problem. Oh, and I want details of all the orgasms, too."

Before Willow could wrap her mind around that last statement to form a reply, Anya gave a rushed `good-bye' and the phone went dead.

"Ready to go, pet?" Spike's voice floated from inside the room.

Willow shook her head at the phone and moved to the door. "Let me get my shoes."

Chapter 5

~~~~~~~~~~~~ Spike ~~~~~~~~~~~~~
Spike came to a major conclusion on the elevator trip to the lobby. He had an inkling of it when the doors first shut on them on the eighteenth floor. The small family that entered the car at floor fifteen solidified the thought. By the time the little compartment reached the lobby, three more people had gotten on, and his hands were wrapped around the little redhead's waist in an attempt to keep from trembling. That's when he knew for certain...

The elevator was invented by some demon in charge of the lower rungs of hell.

He kept the thought to himself, knowing Willow would simply giggle or think him stupid, and steered her toward the arch at the side of the lobby that would take them to the small in hotel shops. "I'm thinking that a cocktail dress or eight is in order."

"Eight?" Willow's brow creased as she looked at him as if he'd sprouted chaos demon antlers. "I think *one* is more than enough. Not like I'm ever going to get a chance to wear it anyway."

"Are too." Spike led Willow into a shop with gleaming marble floors and three saleswomen. "I'm takin' you to the restaurant that they have here."

"Still only calls for one." Willow ran her fingers over the dresses and shirts as they passed.

"Five." Spike countered.

Willow looked at him and grinned. "Two."

Spike motioned for one of the women. "We'll be needing at least three dresses. Things to go dancing or to the theater in. Price isn't an object, as long as Willow looks as good as humanly possible."

The other women snapped to attention, the three deciding amongst themselves that a size five would be the place to start, and began hunting through racks and small closets for dresses that they thought would complement her frame and coloring. Spike grinned openly when Willow was led to a chair and given a glass of tea while the women brought out dress after dress for her consideration. It took him a moment to realize that she was overwhelmed at the attention, and he came to her rescue.

"Ladies," Spike loved using his cultured accent. It drew the birds faster than money. "I think she's a little daunted. Maybe if we narrow down the search, it would be easier on us all?"

"Of course, sir." The first woman he had spoken with, the oldest and obviously most experienced, replied. "A girl so young not from money would have that problem."

A growl almost made its way from his chest at her words, but Spike hastily pushed it down. It would do no one any good to get angry with the woman. She hadn't meant it as an insult, and Willow's smiling eyes told him she wasn't taking it as one.

"I think something long would be best." Spike nodded to himself. "Flowing, but with no slits. I hate those. Too obvious.

"Deep colors. Greens, blues, and black."

The saleswoman laughed gently. "It's so nice when men know what will look good on the woman they're shopping for. Usually, though, they're trying to make it a surprise."

"This whole trip has been a surprise." Willow spoke softly from her chair where her hand ran along the folds of a velvet and brocade hooded cloak hanging beside her.

The woman smiled again and moved to join the others in their renewed search when Spike laid a gentle hand on her shoulder. He leaned down so that his words would not carry in the otherwise unpopulated store.

"Let's not have anymore comments about her lack of money. I don't like it. I'm more than willing to make your commission sales for the week skyrocket, but I don't need her feeling the least bit uncomfortable." At the woman's small nod and understanding, gentle smile, Spike decided he liked her. "Oh, and do you have one of those hooded capes in a green or black?"

"We have it in both, sir."

"Wrap up one of each, then."

The woman chuckled softly. "I *knew* you had a surprise up your sleeve. A man in love usually does."

Spike thought about correcting her before realizing that she already *was* correct. He was in love with the witch, had admitted it to himself the night before, and wasn't going to try and deny it. Of course, she wouldn't be wearing the dresses he bought today for him. She would wear them for herself, and then for whomever she fell in love with next. He just wanted to pretend that *he* could be her next lover. Even if it lasted only a few days.

"So, we're going to dinner?" Willow's soft question pulled him out of his thoughts.

"The Nob Hill Restaurant is supposed to be excellent." Spike knew it was a `yes' or `no' question, but he wanted her to say she wanted to go. That she wanted to go with him. "If you want to go eat, that is."

"Sounds good to me."

Spike nodded and grinned to compensate for not doing the little dance he felt coming on.

One of the salesclerks came over to lead the two of them to the changing room in the back of the store. Spike caught the older woman selecting boxes for the thick capes he'd requested, and she gave him a wink. The third girl trailed behind the others, arms laden with dresses.

The changing room was really a two-room affair. There was a small sitting area that held a set of cushioned chairs, a three-way mirror, and a vanity counter and mirror. Spike stood just inside the door while the young woman hung the eight dresses they'd narrowed down to on a long peg outside the smaller room's stall-style door. Willow took the first dress and shut the little door behind her as the women left the two of them with instructions to leave what they
didn't want and to call should they need anything else.

Spike made sure the door latched properly behind the two women and then made himself comfortable in one of the
seats. "Alright in there, Red?"

"I don't think I like this one, Spike. It shows too much."

Spike chuckled and shook his head. "Then don't take it. Put it on the little peg they have in there and pick a different one to try on."

"Aren't you bored?"

Spike caught sight of Willow's legs, bared from the knees down by the flimsy door, and imagined the rest of her body being revealed when the dress came into view along with her arms above the wood. "No, pet, I'm not bored at all."

The door unlatched, and a graceful arm, bared to the back of an alluringly naked shoulder, hung the dress on the door before graceful fingers pointed to the wall peg. "Could you hand me the next one, please?"

"Got it." Spike slipped the deep blue dress from its hanger, secretly hoping she picked it. He loved the feel of the material, something soft and unnatural, against his fingers. Handing her the dress, he took the other from its place on the door and hung it on another peg.

Her thanks went unnoticed as he sat back down and angled his head to the side. Sure enough, her legs came back into view and the dress pooled on the floor before being slid up by unseen hands. A shiver of lust went through him, and Spike found himself readjusting the steadily constricting jeans.

Desperate for something to take his mind off the redhead less than ten feet away, Spike latched onto something that always helped in situations like this: the Slayer. "How did the phone call go, luv?"

There was a thick sigh from behind the door, and Spike was almost sorry he had brought it up until the door opened and he caught sight of Willow. She was wearing a thick terrycloth robe, and had the blue dress draped over one arm. "I like this one."

"Okay. I'll put it in the keep pile while you try on the others." Spike knew she was trying to stall, but was happy to let
her get away with it as long as she stood before him dressed like that.

"Do I have to try them all on?"

"No. Just have to try them on until you find three you like." Spike took the dress and handed her a deep green velvet one from the collection of others. "Now, stop stalling and tell me about the call while you try this on."

Willow sighed, but took the dress and slipped back into the stall. "It was bad. If it wasn't for Dawn and Anya, the whole thing would have been nothing but one big yell fest."

A few minutes later, the dress was handed back out to Spike. "I'm *so* getting that one!"

"Don't I get to see them, pet?" Spike pouted in a way that had gotten him access to more than one bedroom in his time.

Willow's eyes went wide, and he caught the faintest hint of her arousal. `Maybe she's not as gay as she thought she was.'

The thought had... possibilities.

"You're the one I'm going to be wearing them for, silly." Willow moved to the rack and found the three black dresses that she had brought with her. "You can't see them yet!"

Spike's mind was still running over the thought of her wearing clothes for him, for his approval, the way she had worn
things for her witch. Pictures of satin and lace under things danced through his head, and he was once again readjusting his jeans. He was unaware of anything until he heard Willow ask him why some of her friends refused to support her the way she was always supporting them.

"You know how Slutty is, luv." Spike took the dress that was flopped unceremoniously over the stall door and hung it on the `no' rack with the other rejected things. "If she isn't the center of attention, she can't function.

"The Watcher is more concerned for you than anything else, really. I don't think we can really be angry with him." Spike was amazed at the understanding in his own voice, and knew Willow had to be agape with shock. "He thinks of you as more of a daughter than anything else, and doesn't want you getting hurt by the mean and evil vampire."

Willow poked her head out the door and handed another dress to him. "Maybe this one. You're evil, but not mean. At least, not to me. Not anymore."

While she ducked back into the room and slid the third black dress on, Spike plowed through his lust-addled thoughts. "Chubs doesn't like the thought that yet another of `his' girls is going out with a vampire. He hates us all. Not that it isn't understandable, but it's damned annoying. He doesn't want another Angelus thing happening."

"Oh, wow." Willow's voice floated to him, and Spike put the `maybe' dress in the `no' pile while she spoke. "I can see what you mean about Giles, he's more of a father to me than my real one, but Xander really shouldn't be that upset.

"First off, we're not going out. Secondly, Buffy was never his girl, and he didn't want me. Third, you don't have a soul to
begin with, so even if we were going out, you couldn't lose it."

"I know that, and you know that, but the boy's a moron."

Willow giggled and came back out fully dressed and carrying the last dress she had tried on.

"Thought about which one you're wearing to dinner tonight?"

"The blue, I think." Willow let Spike carry her dresses from the room, following him to the counter. "The black is way too fancy, but I really want it."

"I'll take you to the opera, luv. You can wear it there."

"Really?"

Spike smiled at the joy in her eyes and handed the dresses to the older woman behind the counter. After signing the slip that billed the dresses to the room and finding out where Willow could find shoes and `bits' to go with her dresses, Spike arranged for it all to be delivered to their room.

"Come on, luv." Spike slid his arm around her waist and moved to the next store. "We still have things to buy here before we find some decent shops for the clubs."

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