Disclaimer: Everything BtVS and AtS is owned by Joss, ME, and all them over there.

Chapter 1

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He was bathing in the sensations of the shadowy figure in his dream. The soft touches, hot as fire, were leaving him like putty. He didn't care what it was whispering in his ear -- he relished every sensation it was invoking in him. All too soon it moved away and back into the shadows. He growled at it's departure and abruptly woke up.

"Bloody hell!" he exclaimed in exasperation.

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Willow got back to her dorm room after her psych class, which she had barely paid attention to, and decided to try to get some studying done. She hoped Buffy wouldn't come back to their room anytime soon. She had noticed Willow's lack of attention in the class and had given her a funny look, but, before Buffy could say anything, Riley had accosted her and Willow quickly left the class. Now Willow was sitting at her desk, book open, and not seeing a word of it. She was thinking about her latest dream. It was the fifth one that week. Out loud she thought "I wonder who it is?"

Just then Buffy walked in. "Who is who Wills?"

"Oh�umm�The people you know who think of umm�new pen colors!" she said holding up a purple pen. "You know because they really need to come up with a few more umm...colors..."

"Ok," Buffy said trying to stop Willow's babble, "so what were you really thinking?"

She couldn't tell Buffy about the dreams. "Oh, well, just kinda thinking in a general kind of way. You know."

Buffy didn't want to push because she was in a hurry. "Ok, well are you up with the research thing tonight?"

"Oh, yeah. I'll be there. No problem. Nope. None at all." Willow smiled as Buffy said bye. She got up and got her stuff ready to head over to the Watchers house still thinking about the dreams.

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Spike laid on the old mattress in his crypt and thought about what he was going to do that night. He knew the Scoobies were doing the research thing tonight. He hated having to be near them. "Bloody wankers," he mumbled. "Gotta always try and push me down. I should be the one trying to rip them to shreds I should."

He felt the need to kill something. "But I can't. Soldiers saw to that. Bloody chip." He hopped off his bed and donned his duster, lit a cigarette, and headed for the watchers.

He got there before the Scoobies did, "Thank God for small favors," he muttered and opened the door. Giles was on the phone and simply nodded to Spike.

He continued to the kitchen, got his blood bag out of the fridge and heated it in a mug. Just as the timer beeped Willow walked in the door. He pulled out the mug and walked to the table to sit across from her. "Red," he said as a greeting then vamped out and ate.

She only squirmed a little when he vamped out. She knew she should be used to it, but somehow she just couldn't adjust to the fact that Spike wasn't evil anymore. She still hated that his true face made her so jumpy, though. 'I mean hello...only seen it about a 100 times by now. Game faces should come with a warning bell or something,' Willow thought. Just so it doesn't catch you off guard.' "Spike," she replied in kind.

He stared at her. Something was nagging him but he couldn't place it. "So where's Slutty, Chubs, and Demon Girl?"

"Buffy, Xander, and Anya," Willow said pointedly, "are on their way, so feel free to bail before they get here."

Spike raised an eyebrow at her unusual dismissal. He made a big show of sniffing the air then said, "Not that time of the month Red, so why are your knickers in a bunch?" Much to his delight she blushed.

Giles interrupted them, "Yes, well, Spike are you planning on staying or not?"

Spike thought about it for a minute, heavily weighing the pros and cons of the coming company. He glanced at Willow and said, "Yeah why not. Got nothin' bloody well better to do."

Spike put the mug down on the table and stretched. Scowling, Willow grabbed the mug before Spike could take his hand away. Their fingers touched and a small jolt of electricity passed between them.

Just then Buffy, Xander, and Anya came in. "You know Buff," Xander said, "I really think you should lay off the donuts before patrol. Isn't there like a half hour rule about that or something?"

"No Xander that's for swimming. Besides the sugar rush helps with the slayage. It's become a necessity," Buffy stated stuffing another donut into her mouth.

At the sound of the door shutting Willow and Spike looked away and were surprised to see everyone. Willow blushed.

"Cor, I need a fag," Spike said, standing to go outside.

"A fag?" Anya said. "I thought Spike stopped that after Angel got his soul..." Xander clapped a hand over his girlfriends mouth to silence her, although a little too late.

Spike growled and said over his shoulder, "A cigarette you bint," and shut the door hard.

"Ahn, what have I told you about the opening of mouth and the watching of what comes from that place?" Xander said exasperated.

"What?! Oh, like you didn't know that Angelus and Spike used to...."

"ANYA!" everyone yelled.

"What?!" she whined "I will never understand humans and their lack of speaking openly."

"Ewww... way too much info," Buffy said cringing.

Willow blushed more and reached for a donut from the box Xander had set on the table. She wondered why when she touched Spikes hand she had felt a jolt.

"So, Giles, anything new on the nasty I saw the other night?" Buffy asked changing the subject.

"Well, uh...no, not as of yet. I need more of a description, Buffy. How many eyes did you say it had?" Giles asked.

"Well I really didn't get a chance to count, what with the trying to not get killed thing and all. But, definitely more then two." Buffy stated.

Spike was standing by the window and watching Willow. He was still intrigued by the little jab she took at him earlier. Then he started thinking about the dream.

He could never see the face of the stranger, but it seemed familiar and that irked him.

He walked back in and sat across from Willow again. Buffy was still going on about not being able to count and slay at the same time. Giles sighed and pinched his nose. "Uh, Spike?" Giles asked.

"What?" Spike snapped, only glancing at Giles.

"Would you happen to know of a demon that has more then 2 eyes, is four feet tall, brown skin, has talon-like nails and somewhat...well... uh toad like?"

"Not off the top of my head," Spike said. "Might be able to find something out from Willy though. What's in it for me?"

"Yes, well, the usual I suppose," Giles said grabbing his wallet. "Why don't you and, uh..." Giles looked around the room. Buffy was walking out the door saying something about counting and Xander was preoccupied with the ex-demon. That left..., "Willow go and see Willy and try to get some information."

"Why do I have to go?" Willow asked nervously. "H-He's a big boy. He can take care of himself."

Spike smirked, "Glad you noticed, Pet."

"Yes, well, you need to keep him from� well... not getting the information and running off with my money." Giles said handing Willow the 50 dollars. "Do not give it to him until he has the information we need."

"Whatever, Rupert. C'mon Red, let's go." Spike got up and walked to the door, holding it open waiting for Willow.

"B-but, but Giles! I-I don't think I need to go..." Willow started to say but was cut off by Giles placing a stake in her hand.

"Go on now," Giles said. "And come back when you've found something out about the demon."

"After you Luv," Spike said.

She glanced at him and walked out into the night. "Th-thanks," She said.

"Yeah, well don't tell anyone. Don't want a rumor stated about me being all poufy and what-not," Spike said smirking at her.

Willow was all nerves on the way to Willy's.

Chapter 2

Willow was nervously played with her stake. 'Why did Giles ask me to go? Surely Spike could have handled this on his own,' she wondered.

"Bloody hell Luv, would you put the stake away. It's enought to make a vampire twitch. I ain't gonna hurt you. Not that I could anyways. Chip remember?" Spike grumbled, but quickly added, "But I would if I could." He chuckled at her quick intake of breath.

Willow quickly put the stake away. She looked at her surroundings and noticed they weren't headed towards Willy's. "Uh...Spike?"

"Yeah, Pet?"

"Isn't Willy's that way?" Willow pointed.

"Yeah it is."

"Uh... S-so why aren't we headed that way? Giles wanted us to go get information from Willy. How are we supposed to do that without actually going to see him?" Willow asked nervously.

"Well, Red," Spike drawled, lighting a cigarette, "we don't need to go see Willy." He plucked the fifty Giles had given her and pocketed it.

"W-wh-what?!" Willow squeaked halting mid-step.

"Red, hold down the exclamations. Vampire hearing and all that," Spike said and grabbed her arm to get her to continue walking. They were near The Bronze and she was radiating fear like a beacon. Spike, for some reason, didn't feel like a fight right now.

"I said we don't need to go to Willy's for the info. I know what the demon is. It's benevolant, not evil, and it will leave soon. It's a Thorax or Gorthax or something like that."

"Oh," Willow sighed. " So, what are we doing then? Why didn't you tell Giles?"

"Needed to get out Pet. Relax. Besides you look like you're strung a little tight." He looked her up and down. She was biting her lip. 'How cute,' he thought. 'Wait, cute? What the hell is wrong with me?'

"I-I'm not high strung! I just, ya know, study and research, and well, stuff. And I get out plenty, for your information. I walk to the dorm. See? That's out. Oh, and ..."

Spike's raised eyebrow made her stop mid-babble. "Really Pet? Well, then you won't mind indulging me in my boring escape from my boring un-life," with that said he dragged her into The Bronze. Choosing a nice secluded shadowy table he sat her down. "What's your poison Red?"

"Um...Coffee?"

"Coffee? Not exactly living on the edge, Pet. I'll order for you." He left before she could stop him.

Spike sauntered off to the bar and got himself a whiskey and Willow a Long Island ice tea. He was walking back to the table and looking around. Noticing the Slayer on the dance floor with Riley, he cursed under his breath. Hopefully she'll be too busy with Soldier Boy to notice me and Willow at the dimly lit table. "Here ya go, Luv, a nice ice tea." He smirked.

"Ice tea? Since when is this edgier then coffee?"

"It's a special blend, Red. Just try it."

Willow gave him a look trying to decide whether or not to trust the vampire. She took a quick sip. "Mmmm. It's good."

Spike downed his whiskey. "Not so fast Pet. Special blend remember?" She had already downed half the drink. He chuckled softly wondering what an inebreated Willow would be like.

Willow looked up and him and just stared. 'What is in this ice tea,' she thought. 'It makes my head feel a little spinny.'

"So, Spike," she said.

"Red."

"Why do you call me that?" Willow asked. She'd always thought it was a cool nickname, much better then the ones she'd been given in high school.

Spike thought for a moment. He'd thought the nickname was blatantly obvious. Red hair. 'And she's the smart one,' he thought with a snort of laughter.

"Well Pet, you see it's becuase of your blood," he said trying to get a rise out of her. "I think your blood would be the reddest and richest blood I would ever taste." He wiggled his eyebrows at her.

Willow went into hysterics of drink induced laughter. "Oh, really?" She knew he was messing with her. "Too bad you'll never know. What with the chip and all."

"Won't have the bloody chip forever."

Willow blanched at that. 'Ok, not a fun joke any more,' she thought.

Spike saw Buffy and Riley head to the bar. 'Better get out while the gettins' good,' he thought. "C'mon Red. Time to go." He grabbed her arm and pulled her towards the door.

"Wait, Spike. I'm not done with the ice tea yet," she said glancing to the half full cup at the table as she was dragged out of The Bronze.

"Don't worry Luv, I'll get ya another some time."

"So where to now?" she asked leaning heavily on the vampire.

Spike smiled as the witch leaned on him. Inhaling her scent he stopped and drawled, "Well Red, we could go to a number of places. There is my crypt," with that Willow scrunched her nose and made an eww sound, "or go back to the Watcher's, or I could just take you back to the dorm."

"Shouldn't we tell Giles that you know about the demon? I mean I am supposed to make sure we get the information."

"Well, I don't fancy seeing the Watcher again tonight. Once a day is too much for my liking. To your dorm it is."

Willow tried to protest but her brain was not bringing the words to her mouth so she just let Spike lead her to her dorm room. When they got there she opened the door and collapsed on her bed in a fit of giggles.

Spike grinned waltzed in and sat on her bed and began to snoop. 'Wonder what secrets are hidden around here,' the vampire thought.

Willow lay on her bed and stared at Spike's back having very un-Willowy thoughts. 'Oh my goodness, hot vampire in my room sitting on my bed going through my things. Wait, going through my things. Uh oh, not good.'

"Uh..Spike what are you doing?" she asked in the middle of a yawn.

"Nothing Luv. Just snooping like a good house guest," She didn't notice as he slipped her diary into his duster pocket.

As she drifted off to sleep she saw Spike lean in to kiss her forhead and barely heard him murmur "Sleep well, Pet." Then she was asleep and dreaming.

They were back, those soft caresses. She could make out more of the shape. The cold caresses sent chills thruought her. She was luxuriating in the sensations. I only wish I knew who it was, she thought in her dream. Oh, to be touched like this.

Spike was just about to leave when he heard Willow whimper in her sleep. He knew he should go, Slutty might come back and be none to happy about him being here. Willow whimpered again. Bugger it, Spike thought and went to go sit next to Willow again. She unconsciously curled closer to him, putting her head on his lap.

In her dream Willow was watching the figure come clearer. She saw blond hair clearly now. Blonde, Willow thought, that's odd. She could now hear what he was whispering on her neck. "Cor, Luv, but your beautiful," he said. Willow snapped up out of sleep yelling "Spike?" and nearly hit her head on Spike's chin.

"Cor, Red! Of course it's me. Who the bloody hell did you think it was?" Why did she yell my name in her sleep, Spike wondered. He definitely planned to find out. "What's the matter, Luv? Can't get enough of me?" his usual smirk slipping into place.

Willow was still trying to shake the dream from her sleepy mind. 'It couldn't of been Spike,' she thought. 'I don't like him like that. And I definitely don't think he likes me like that either. So what the heck was I doing dreaming of Spike touching me like that?'

"Uh...oh...uh s-sorry Spike. I don't know bad dream I guess," she said. 'Yeah bad, right, uh-huh keep telling yourself that,' Willow thought, and blushed crimson.

'Right,' Spike thought. 'Bad dream. She's blushing like mad.'

"Alright Pet. I'll just go then and let you get your sleep." Spike got up to walk out of the room.

"Wait, Spike?"

"Yeah?"

"What about the demon? We need to tell Giles. If it is ok then Buffy doesn't have to worry about it."

"Don't worry Pet. I'll stop by and let the Watcher know." And with that he was gone.

Willow lay back down and let out a breath she didn't know she had been holding. 'Spike? In my dreams? In those dreams?' Exasperated, Willow climbed under her sheets and went back to sleep.

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'Well, well,' Spike thought. 'Definitely gives me something to think about. I wonder what she was dreaming that would cause her to blush like that.' Spike was absent-mindedly walking back in the direction of Giles' house with Willow on the brain. He didn't even notice the vampire stalking him. Spike lit a cigarette and wondered, what will happen in my little dreamscape tonight?

The vampire that was following Spike was nothing but a filthy fledgling with delusions of grandeur. Killing Spike, a.k.a. William the Bloody, would put a definite notch in his belt. The vampire crept nearer Spike and caught him off guard with a blow to the head hard enough to knock him unconscious.

Chapter 3

Willow was dreaming of Spike. She could hear Spike purring softly while kissing her neck. He started making ringing noises - dream Spike was ringing. 'What is going on,' she thought. Slowly the realization hit her that her phone was ringing. She reluctantly woke up and answered.

"Hello?" Willow asked groggily.

"Willow, yes good to hear you're there."

"Giles? Huh? Uh, yeah I guess I was sleeping. What's up?"

"Did you and Spike find anything out about that demon from Willy? I assumed that the two of you would come back and let us know what information you were able to acquire," Giles said.

"Oh! Yes, well... wait, Spike didn't stop by to tell you?" Willow asked with some concern in her voice.

"Well no he didn't. What did the two of you learn from Willy?" Giles asked.

"The demon is benevolent. Not evil. So no worries for Buffy. Spike really didn't show last night?" Willow hadn't thought he would skip out like that. Granted Spike was a vampire, but he was chipped. And he had promised her that he would stop by Giles' place.

"Benevolent? Well good. I will most certainly let Buffy know that she will not have to do anything as far as the demon is concerned. Thank you, Willow," Giles said and hung up.

Willow just looked at the phone for a minute then got up and grabbed her things to take a shower. She glanced at Buffy's bed and noticed she hadn't come home last night. Good thing too, 'What with Spike being here and all,' she thought. 'I'll just shower and head over to Giles'.

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"Spike..." a female voice whispered in his ear. Spike purred. He was in his dream, the figure touching and caressing him. Some recognition came to him when he heard the voice. "Red?" Spike said lazily finally opening his eyes in his dream. He saw the flow of red hair where there was once only a shadow. Then it hit Spike. "Red!" he yelled as he woke up.

'What the bloody hell was that,' Spike thought trying to shake the cobwebs from his head. He finally got to looking at his surroundings. He was chained up in an unfamiliar room. "Bloody hell!" Spike cried out. 'Where the hell am I,' Spike wondered, 'and how the bloody hell did I get here? And why is Red in my dreams?'

Spike started yanking on his restraints testing their resistance. "Hello? Look nice joke okay. Real funny. Now let me go and I will try very hard not to rip your bleeding head off!!"

"Tsk, tsk. Should learn some manners for my Mistress," the fledgling said while walking towards the chained up Spike.

"Your Mistress, eh?" Spike asked. 'A new vamp in town? Interesting.' "And who would your Mistress be then?"

"Well, Spike," the vamp spit his name out, "you'll find out soon enough when she wakes up."

"Great, a pompous fledgling. Just what I need. Look if ya don't mind I have better things to be getting on with right now. So, just go get her and we can get this over with."

"George!" a female voice cried from outside the room.

"Gary," the fledgling mumbled. "My name is Gary. In here Mistress. I have a present for you!"

Just then a blond in a sheer nightgown walked through the door. "What present?"

"Oh, bloody hell you've got to be kidding me. Harm? Harmony's your Mistress?!" Spike asked laughing his head off.

"Blondie bear?! Oh my God! Spike!" Harmony came running over to kiss him. "What are you doing here?"

"Well, it seems your little minion over there decided I'd be a nice trophy or something. Now if you don't mind Harm..." Spike indicated the shackles.

"Oh! Yeah. George, get the shackles. Why did you do that?" Harmony asked, still hanging all over Spike.

"But, Mistress, I thought you would like him." Gary said a little disbelievingly.

"Well duh! But do you know who he is? This is, like, William the Bloody. My Blondie Bear. You can't just string him up like this," Harmony said on a pout.

"But he works for the Slayer now, Mistress," he said.

Harmony jumped away from Spike in disgust. "The Slayer? You work for the Slayer?! Oh, Spikey! How could you? That's just, wrong!"

"Well Ducks, it's not like I have a choice in the matter you see. Damned Soldier Boys took away my bite. One big cock up that was," Spike said hoping to get the sympathy angle and be let the hell out of the chains.

Harmony looked at him skeptically. Gary thought he was talking a load of crap just to get out. He hoped his mistress wouldn't fall for the ploy. 'Then again she is a blonde,' Gary thought.

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Willow headed towards Giles' house. She was still having a hard time getting the dream out of her mind. 'Spike? Why am I dreaming about him? I don't even like him like that. I mean, yeah, he's hot and yummy and probably a great kisser. Oh gosh,' Willow thought.

Then she remembered that Spike hadn't shown up at Giles' last night like he said he was going to. Not that Spike was reliable, but she thought for sure he would have dropped a line, or a note, or something.

She headed out to see if Spike was at his crypt. 'He could have just forgotten or didn't feel like dealing with it and decided to let me tell Giles.'

Willow arrived at his crypt and drew in a deep breath. Thoughts of Spike's tongue were still running through her head. 'I can't do this,' she thought. 'Oh well, here goes nothing.'

She knocked on the door, "Spike?" No answer. She opened the door and slipped in. "Spike are you here?" She took a look around the crypt. TV, chair, mini-fridge, and bed. 'No Spike. That's odd. It's not like he can go traipsing off during the day.' Willow left Spike's crypt and headed for Giles' apartment.

Willow arrived at Giles' apartment and walked in. He was on the phone and drinking tea when she walked in. He nodded to her and she went and grabbed a book off the shelf to peruse until he got off.

"Okay...goodbye." Giles hung up and turned to Willow. "Uh, hello."

"Hi Giles," Willow said and shut the book. "Who was that?"

"Well, it was a friend of mine."

"Oh, Giles, I uh, wanted to ask you if you had seen Spike."

"Well, no. Not since last night when you two left to go talk to Willy. You know you really should have come back and told me about the demon being benign. What did you say the name of it was again?" Giles asked.

"Oh, well, um..." Willow stuttered, blushing slightly, "we didn't actually make it to Willy's. Spike kinda already knew the demon wasn't evil. He just well, uh...wanted your money I suppose. Oh, and he said the name was Thorax or Gorthax or something like that. He wasn't sure and he said it would leave after it got whatever it needed."

"Still you two should have told me sooner," Giles reprimanded her. He took off his glasses to clean them. "Honestly, Willow, I would have thought you at least would have called me to let me know. It would have saved me time. Did Spike say what it was after?"

"He didn't. He took me home and told me that he was going to come here and tell you about the demon and then I fell asleep. Then you call and tell me that he didn't come. I went to his crypt and he's not there. What could have happened to him? I..."Giles stopped Willow mid-babble.

"Willow, I'm sure everything is okay. Spike probably got stuck somewhere during the day before he could get to his crypt." he said soothingly.

"No," Willow stated firmly. "Something doesn't feel right about this."

Chapter 4

"No. Not until you tell me why you�re helping the Slayer. For all I know you�ll kill me the second I let you go. Besides, you can't go anywhere right now. It's still daylight," Harmony stated with a nod.

Spike sighed in defeat. 'Might as bloody well tell her the whole sodding story.' "Well Harm it's like this...." Spike went into the whole story of the Initiative, the chip, and coming under the employ of the Slayer. By the time he was done he was exhausted. He hated telling this story. 'I'm the bleeding Big Bad and they took that away from me. Every vamp in town thinks I'm a laughing stock.'

Harmony stood in silence. 'For once,' Spike thought. She didn't know what to say. Then: "George, release him."

"But, Mistress!" Gary protested.

"No buts, just do it!"

Relieved of the shackles, Spike promptly broke the fledgling�s neck. "Stupid bugger."

Harmony just stood there, mouth agape looking at the pile of crumpled bone that was her minion. "Aww, Spiky! What did ya do that for? Now I have to get a new one!" she said, pouting.

"Don't worry, Pet, I'm sure you can find another wanker just as stupid as him." Spike stretched out the kinks the shackles had put in his body. "Right then�where's the sewer access?"

"Eww, sewers! There are none here, Blondie Bear. They�re icky and leave a bad smell around the house."

'You've got to be kidding me,' Spike thought. 'Stupid bint.'

"Ok, so how much longer am I trapped here?" he asked.

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Willow walked around the cemetery wondering where Spike could be. 'If I were a vamp without a bite where would I go,' she asked herself. 'I wish I was with Spike. Whoa! Where'd that come from? Ok, focus Willow. Spike could be hurt. I could tend to him. Ugh, stupid dreams putting stupid thoughts in my head. He would never go for me. He hardly looks at me unless it's at my neck. And besides, he loves Drusilla. Oh Willow, what are you getting yourself into. Doesn't matter right now. What matters is finding Spike. Wonder if Willy has any information.'

With that thought Willow headed out to Willy's. She stopped short of opening the door to the demon bar to collect herself and her thoughts. 'Here goes nothing.' She strode in and up to the bar not looking at the few patrons that graced the back tables.

"Hey Willy."

"Uh, hi. Aren't you a little young and, well, human to be here?" Willy asked. He knew she was the Slayer's friend but he wasn't too concerned since he didn't see the Slayer with her.

"Just here for some information. Do you know where Spike is?" she asked, her eyes never leaving Willy's.

Willy winced at the mention of Spikes name. "No, uh, haven't heard anything."

Willow didn't notice any deceit in the man's eyes, so she took his word for truth. "Ok, well if I don't find him I'll be back. I would greatly appreciate some input then," and with that she left. 'Well, if Willy doesn�t know then it just may be what Giles suspected.'

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"FOUR BLOODY HOURS!" Spike raged. "I have to wait four hours here with you?"

"But Spikey," Harmony cooed, "don't you want to stay here with me and have some fun for old times sake?" She leaned seductively over the couch.

"No, Harm," Spike said exasperated, "I don't want to have any sodding fun with you! All I want is a fag, a pint of O-neg, and a little redhead. So if you'll leave me alone, I will leave at sundown. If you don't I won't hesitate to bloody rip your bloody head off!"

Harmony stood there for a few minutes not believing what she heard. Then she harrumphed and stalked out of the room.

'Bout bloody time the bint left,' Spike thought. 'Now what to do about that dream.' Spike threw himself on the couch and began thinking about a certain redhead that had slinked her way into his dreams. He looked at the clock on the wall. 'Three hours, huh? What the bloody hell am I supposed to do till sundown? There's always the dream. I wonder if she even likes me that way. She's always been nice to me and she's definitely bite-able. And shagable for that matter. Who am I kidding? Vampire remember? She's too sweet and innocent. Perfect for corruption,' Spike thought with an evil grin.

As soon as the sun set Spike was out the door and on his way to his crypt. 'I need some blood first. Then I think I'll go see Red.'

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Willow was on her way back to the dorm when it started getting dark. She was passing by the cemetery when she ran into some one. She jumped back, stake in hand.

"Spike..." she breathed.

"Red, what're you doing out here walking by yourself?" Spike asked.

"Oh, well...," she blushed, "I was, well, looking for you actually. Giles called and said that you didn't stop by after you left my dorm so I got worried and decided to go look for you. But hey, guess I found you. So your ok and Giles was probably right that you got stuck somewhere during the day. So, I feel like an idiot and will be going now," She stopped her babbling and went to walk around him when a cool hand grabbed her arm to stop her.

'She was looking for me?' Spike thought. He gave her a roguish grin and said, "Is that so, Pet?"

Willow blushed again and said, �Yeah, I mean...I know you can take care of yourself but I was still worried. And well...,"

She was cut off by Spike pulling her close to her with one arm around her waist. 'Oh, my...Oh, my,' Willow kept chanting to herself.

Before she could protest Spike leaned in towards her and brushed the barest of kisses across her mouth. Their lips barely touched, an almost chaste kiss-- It left her swooning and weak kneed.

The kiss was all fire and feathers to Spike. He was reeling from just that small brush of her lips. Still inches away from her lips, he opened his eyes to look at Willow. Her eyes were closed and he could hear her heart beating loudly in her chest.

Before she could recover and pull away from him, he kissed her again. More passion and desire resided in this kiss, still soft, languid, and lasting. He slowly ran his tongue over her lips, tasting and savoring them then finally slipping into her mouth. He deepened the kiss, their tongues dancing with each other. It lasted for what seemed an eternity before they broke away from each other.

Willow was breathless. She slowly opened her eyes and stared into the icy blue of Spike's eyes. She couldn't believe what she saw there, want, need, desire, and a little surprise. 'Oh, wow,' Willow thought, 'I just kissed Spike, and it was the best kiss I've ever had.'

Spike backed up from Willow slowly, but still keeping his hand on her hip. He looked into her eyes expecting to find loathing and hate, but found nothing of the sort. She liked it, he could see that. He looked at her lips. All full, red, and looking thoroughly kissed.

"Red, I..." he stammered only to be taken aback by her leaning in for another kiss. The kiss didn't last as long as the first, but it was no less ardent. When they pulled away Willow's hands were fisted in the lapel of his duster and she was blushing fiercely.

"I...I..." Willow stammered and tried to pull away but Spike's grip on her waist kept her in place.

"Shh, Pet," Spike whispered.

"No, I can't do this. I can't! Let me go Spike!" Willow shrieked and whirled away from him, running for her dorm.

"Bloody hell!" Spike said and stormed off to his crypt.

----------

Willow got to her dorm and packed a bag to go to her parents house. They were out of town and she needed a place to sit and think without interruptions. 'What the heck was I thinking kissing Spike,' Willow wondered. 'He's evil, and bad, and...and a vampire! I mean, yeah, he's got the chip and all, but that won't last forever.'

She finished her packing and headed out in the night to her parents house. She was shaking. 'I can't believe he kissed me,' she thought and touched her lips. 'Where did he learn to kiss like that? Well, duh, Willow, one hundred and some odd year old vampire�of course he can kiss. But, he's evil, and I kissed him back! Oh no, what am I going to do?'

Willow was lost in her thoughts. Not a good thing in Sunnydale. She didn't notice someone was following her.

Chapter 5

Spike changed directions, going to Willows dorm instead of his crypt.

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"Stupid vampire with his stupid lips kissing me, and those stupid dreams making me want to kiss the stupid vampire back," Willow babbled aloud to herself. "How does he do that? It's gotta be the duster. Maybe it's enchanted because I've never seen a duster billow like it does on him. And those eyes, they're lethal. All icy blue and cold. But, they weren't cold after we kissed. Ugh, get a hold of yourself Willow."

Willow was so entrenched in her thoughts that she barely heard the twig break behind her. Before she could even turn around to see what it was, an arm grabbed her around the neck and a hand went on her mouth.

"Hey there, Sweetie," the vamp sneered and turned her head for a bite.

'Oh no,' Willow thought. 'Stupid me going out like this, now I'm gonna die.' Willow struggled and looked around for a stick to float into the vamp attached to her neck, but he was drinking too quickly. She was going to pass out. She looked up when she heard a loud roar. "Spike," Willow whispered then fainted.

The vampire looked up, saw Spike and promptly dropped Willow, ready to fight. Spike wasted no time in getting the vampire. He was enraged.

"Never..." punch "touch..." punch "her," stake.

"Red," Spike said as he hurried over to Willow�s limp form on the ground. He listened for a heartbeat. It was there slow but strong. 'She'll live,' he thought. 'Where to take her, though. Can't go to her dorm, not with the Slayer there. Giles wouldn't like me walking in with her like this. I can't bloody well take her to her house. No invite.'

A decision made Spike headed to his crypt. She was still unconscious when he placed her gently on the old mattress. He quickly grabbed a rag and a bottle of whiskey and knelt next to Willow. The bite looked chewed. Spike stared at the little bit of blood that was still seeping from the wound. Without thinking about it Spike bent down and ran his tongue along the bite.

Cinnamon, heat, untapped power, and innocence were infused in her blood. It assaulted Spike, making him gently suck on the bite mark to make more blood come to the surface.

A small moan escaped Willow's lips as she slowly regained conscious-ness. She slowly opened her eyes and took in her strange surroundings and noticed something licking her neck.

"Eeep!" Willow screeched and jumped up as she noticed who was licking her neck. She swooned from standing up to quick. Spike was by her side in a second and gently set her on one of the caskets.

"Pet, you can't get up like that," Spike said.

"Spike...wha?" Willow fell unconscious, again, and Spike caught her, setting her back on the mattress.

He started methodically cleaning the wound with the whiskey-soaked towel. 'Stupid bint,' he thought. 'Walking alone at night in Sunnyhell. She's smarter then that. What the bloody hell was she thinking?'

After he finished cleaning her wound he checked the rest of her for injuries. Spotting nothing but a few bruises and scratches, he laid a blanket over her and laid down. He watched her sleep. The slow movement of her chest as she breathed. The fluttering of her lashes. He entwined his fingers in her hair. 'Blood red hair,' he mused.

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"Giles? Where's Willow?" Buffy asked frantically over the phone.

"Buffy? What? Willow isn't there with you?"

"No, I came in this morning and her bed hasn't been slept in. She didn't go to class. I called her parents house and didn't get an answer. Giles, I don't know where she is. She didn't leave a message. This isn't like her," Buffy ranted.

"No, no it isn't. She was here yesterday afternoon. She was looking for Spike--"

Buffy cut him off, "Spike! I should have known. That's it. No more Mrs. Nice Slayer." She hung up the phone, grabbed Mr. Pointy and headed for Spike's crypt. Buffy fumed all the way.

----------

Spike was lying next to Willow listening to her heartbeat when he felt the Slayer approach. He hopped out of bed and grabbed a cigarette. He was pacing when she burst in.

"Where is she, Spike?"

"Oi, Slayer, keep it down. Who the bloody hell are you talking about?" Spike asked raising an eyebrow. 'Bloody Slayer,' Spike thought, 'come barging in here like she owns the place. Should just leave me and my Red alone.'

"You know who I mean. Willow. Where is she? What did you do to her?" Buffy advanced on him, stake in hand.

"What makes you think I did anything? Not that I could anyways."

Buffy spotted Willow on the old mattress and went to her. "What did you do, Spike?"

"Nothing for bloody once. I found her. She was attacked. Brought her here and cleaned her up."

"Why didn't you bring her to Giles or me? Why bring her to your crypt. And the answer better be good or I'm bustin� out the dust pan."

"Crypt was closer and sunup was soon," Spike said irritably. "Y'know Slayer I saved your friend, which is more then I can say for you right now."

"Whatever, Spike," Buffy said and turned her attention to Willow. "Willow? Wills?"

"She isn't waking up anytime soon, Slayer, so you might as well carry the bloody chit home," Spike said. He lit up a cigarette and walked over to his TV. He was making an effort to ignore the Slayer and the warm little redhead she was picking up. He wanted to tend to her. Hell, he wanted to taste more of her. Not just the blood, although that had been bloody magnificent, but all of her.

Buffy muttered a half hearted "Whatever," picked Willow up and walked out with her.

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Buffy got to Willow's house soon after she left Spike's. Willow hadn't come to yet but she was making small noises. 'That's a good sign right,' Buffy thought. She searched through the girl�s pockets looking for a key and finding one. Buffy opened the door and placed Willow on the couch. She stood there looking at Willow for a moment. Guilt was threatening, but her fury at Spike overwhelmed her. Buffy went into action.

Buffy decided to call Giles first and get him to come over to help her. Then she would clean Willow's neck and try to get her to wake up and eat something.

"Giles, I need you to come to Willow's house. She was attacked. I found her at Spike's. She's unconscious," Buffy said in a rush.

"Oh dear. All right Buffy, I'll be there at once," Giles said and hung up.

Buffy searched the bathroom for some rubbing alcohol, gauze, and antiseptic ointment to treat Willow's bite. She had just finished taping the gauze when she heard Giles knocking on the door.

"Giles. And Xander. Come in," Buffy hugged each of them and showed them to Willow who was lying on the couch.

Xander rushed to his best friend. "Wills? Oh my God. What happened? Is she going to be ok? Shouldn't we take her to the hospital?"

"No," Willow rasped. Her throat was dry. "Water."

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