Summery - Buffy gets amnesia, and Spike is the only one there too help, leading her somewhere he'd rather not be.

Pairing - B/S, B/A

Season - Six. Spoilers up to and including Once More with Feeling.. In fact, I have the last scene of that ep as the beginning of the fic.

Rating - Same as the show.. I'll try and stay away from anything too bad, but Spike and Buffy fics tend to bring out the smut in me.

Disclaimer - Not mine.

Feedback - Simple rule. No reviews, no new chapters. *g*

Archive - Just buzz me and let me know where.

A/N - This fic is for Jenny. who made me watch Buffy in the first place. 3 months after the season final I've finally caught up. Yes okay, I watched 7 years worth of Buffy in 3 months (not too mention Angel inbetween). What can I say? This is also my first Buffy fic to be posted, please go easy on me!!

~~~~

"Look, you don't have to say anything." Spike looked at the woman before him, ready to walk away. He didn't want to have the conversation that was coming up.

Softly, her eyes locked on his, Buffy began to sing, "I touch the fire and it freezes me."

Spike's eyes went wide as he turned to face her, and she started to walk towards him.

"I died." His voice was soft as he sung between her verses.

"I look into it and it's black."

Spike didn't dare hope that she had finally given in. Wouldn't let himself believe it, "So many years ago."

"This isn't real, but I just want to feel.."

"But you can make me feel..." They were inches from each other, but still Spike wouldn't move, afraid if he acted first she would hit him. Or worse, she'd run off. He could almost taste the tension in the air. God how he'd wanted to do this for so long. Buffy seemed to realize it was going to have to be her, and didn't hesitate. Reaching up on tip-toes, she pressed her lips to Spikes, and his eyes automatically fell shut, his entire being bursting at the feel of her. He pressed closer to her, his hand reaching up to hold her. Buffy's hand tentatively rested on his shoulder, their first kiss sending waves of pleasure through her. While not a 'melting into a puddle' feeling, it was the first real emotion she'd felt since being brought back from the dead, and she loved every minute of it.

Spike couldn't believe he'd finally gotten to her. After all this time he'd finally managed to break her walls down. While not wanting to delude himself into believing it was anything more, he knew it was a start. And that's all he needed.

Completely lost in each other, neither noticed the bright blue spectrum hover above them, swaying gently back and forth, as if watching. It lowered, slowly and gently, until it bathed the couple in it's hue. Still ignored by both Buffy and Spike, the Light paused again, inches from their heads, before suddenly, with a sharp burst of colour, it enveloped them both. So bright for such a short instance, and then their world was dark.

~~~~

All was still. Not a breath of air moved in the dark, dank building, and no sound seemed to reach. The early afternoon sunlight filtered down through the cracks in the roof, and dust fell through the delicate rays. Near the back of the massive front hall, under the stairwell and well out of the light, two bodies lay, their breathing slow and steady in sleep.

Spike woke with a start, a curse already forming on his lips. The last thing he remembered had been kissing Buffy. He had held Buffy in his arms and he'd kissed her warm lips and her tongue had felt like fire in his mouth. And then. Nothing. His eyes darted around his surroundings, cursing again. It hadn't been a dream. It had been much to real for it to be a dream. He had experienced so many of them the past year, he knew the difference between them and reality. It had to of been real. The building where he sat was unfamiliar, yet he knew instinctively that it was empty, and had been for quite some time. Whoever had left him there hadn't hung around. His attention was grabbed by movement to his left, and he finally looked down beside him. His heart leapt into this throat. Buffy! This was a good sign, he though, a smile gracing his lips. Presumably, he hadn't just passed out and woken up in some miscellaneous building, and he really had been kissing Buffy in the ally behind the Bronze.

Spike lay back down, propping himself up on his elbow, enjoying the rare experience of watching her sleep. She was already stirring, he knew she'd be awake soon, and the thought of Buffy actually waking up next to him sent tingles through his body. He was being ridiculous, he knew, but he didn't care. Neither of them had realized it at the time, but they'd just spent their first night asleep together. He grinned at the thought, and it was at that moment that Buffy opened her eyes.

And screamed.

High pitched and shrill, it sent Spike wheeling in shock, his head slipping off his palm and hitting the stone floor hard. Buffy sat up, took another look at Spike and started to back up, her hands scrambling behind her to make sure she didn't hit anything as her eyes were glued on his. Utterly confused, Spike sat himself up, watching as Buffy backed herself into a wall, her entire body shaking as she watched him.

"Oh god, please don't hurt me."

"Hurt?" Spike raised his eyebrow quizzically, picking himself up off the floor. His hands automatically ran down his duster, straightening it, then he focused his attention back on the cowering girl before him, "Buffy. what's wrong?"

Buffy couldn't speak, tears soaking her cheeks as she hugged the wall behind her. Spike walked closer to her, watched her stiffen and smelt her fear. He wasn't sure exactly what was going on, but some long dead human reaction surfaced as he crouched in front of her, hands outstretched to show he wasn't going to hurt her. She looked like a petrified young girl, scared beyond all reason.

Careful not to move too suddenly, Spike sat on the floor next to her, his eyes searching her face. It was Buffy, he was sure of it. "Pet." he said the word softly as she continued to stare at him, "Do you know who I am?"

Buffy's response was a slow shake of her head, and Spike winced. This wasn't good.

"I won't hurt you." He spoke the words, his English accent coming out thicker as his throat got choked on emotion. She didn't know him. It was worse then her hating him. At least then he had recognition. He was someone to her. a powerful force in her life. Now she had no memory of him, he didn't mean anything to her. Just another nameless face. All that time he had spent gaining her trust, her love, shattered. Just like that. He had to fix this.

"Do you remember anything luv? Who you are? What happened before you woke up?"

Buffy shook her head again, and another tear spilt from her eyes, following the rivulets down her cheeks. Spike reached out slowly with his fingers, and her eyes were glued to his hand as he gently cupped her cheek and wiped the tear with his thumb. She drew in a shaky breath, but her hysteria seem to be at an end. He withdrew his hand from her face, then held it out to her. She tentatively reached out, slipping her hand into his, and he helped her stand up. Her body still shook and the fear on her face was nothing like Spike had ever seen before. "I won't hurt you." He said again.

Buffy nodded slowly, taking a deep breath before speaking, "Who are you?"

Spike smiled, almost amused, "Names Spike."

Buffy frowned and tried his name out on her tongue, "Spike. Who called you that?"

Spike let out a small chuckle, the his features softened as he saw her tense, "Sorry luv. I did. It's just a nickname." he paused, then figured, 'what the hell?', "My names William."

"William." She repeated, then smiled, suddenly relaxing, "I like it. You don't mind if I call you William. Do you?"

Spike didn't quite know how to answer that. The last person to call him William had been Angel. The thought put a bitter taste in his mouth. He had worked so hard to get Angel to relent. Such a little thing, yet Angel had been adamant in being the dominate, even over such a small thing as his name. It wasn't until after the curse that Angel had relented. realizing on some deep level Spike's need to differentiate himself from. himself.

Buffy was still waiting for an answer, and Spike found himself agreeing, "Sure pet. Whatever you like."

Buffy's eyes started scanning the room they were in again, and continued speaking, "And. we're friends?"

Spike's lip twitched into a grin, "To a point."

Buffy's head turned to Spikes sharply, but she let the comment pass, ".You called me Buffy before."

"That's right. Buffy Summers." Spike sat back down on the ground, suddenly weary. What the hell was going on? It hadn't really sunk in before, but it now his head had started to hurt at the implications. His eyes were still following Buffy, as she seemed to mull over her name. Surprisingly enough, she didn't scoff at it's unusualness, and accepted it without comment, her eyes turning back to the room.

"Where are we?"

"I'm not sure pet." His eyes followed hers around the room, then he frowned as they both spotted the bright yellow slip of paper taped to the large stairwell a few feet off.

"What's that?"

Spike shrugged, making his way over to it, careful to avoid the dull streaks of sunlight still filtering down from the broken roof. Reaching the paper, he pulled it off and opened it, his forehead furrowing.

"What is it?"

"An address." Spike replied, "For some place in LA."

"LA?" Buffy questioned, moving behind Spike and peering over his shoulder.

"Hmmm." Spike nodded absently, frowning, "The question is why is it here?" He knew straight away that it hadn't been their long. The paper was too fresh, the ink too strong for it to have been left as long as the house.

"Maybe they want us to go there?"

"They?" Spike turned to face her, his eyebrow raising in curiosity and his voice dropped a few octaves, "Who is they, pet?"

Buffy took a step backwards, her eyes opening wide, "I mean. well.. if.. the people that."

Spikes face softened. He knew he shouldn't, but he couldn't help scaring her. It was just too much fun, "You think whoever left us this address can help us?"

Buffy didn't relax, but nodded quickly, "Maybe they know what happened to me."

"Or they could be leading us into a trap."

Buffy shook her head slowly, her hands toying with the edge of her shirt, "I don't think so. I mean. if they. if they wanted to hurt us, why would they leave us here?"

She had a point. Spike nodded, "Alright then luv. As soon as it gets dark, we'll go find your lil band of Scoobies and tell them what's going on. Then we'll head out."

"Scoobies?" Buffy questioned.

"Ah. yeah. It's a long story pet."

Buffy nodded, then frowned again, "Why do we have to wait until dark?"

Spike looked at her a moment, then decided against telling her about his. problem. She was scared and confused enough already, he didn't need to frighten her further, "Safer." Her told her, and ignored her look of confusion as he walked back over to where they'd first woken up and sat himself down.

Darkness wasn't long in coming, and Spike took Buffy by the hand, pulling open the door and peering out. He paused, his eyes searching the area and then he frowned.

"William?" Buffy said his name softly, "What's wrong?"

Spike, taking a moment to think how odd his real name sounded on her lips, shook his head, "We're not in Sunnydale." His eyes continued to wander over the deserted, concrete street, and he frowned. From spending years as a creature of the night, he knew every inch of the small sleepy town, and Sunnydale had nothing that even closely resembled the ally before him. He sniffed the air, and then it hit him. The surrounding area was teaming with life. So much blood surging, too many humans packed in too tightly. The place was an open playground for his kind. He let a slow smile spread across his face, "We're in the city."

"Which city?"

"I'm not sure." He took a few steps out, Buffy close behind. They moved down between the buildings that towered over the alleyway, and into the street. It was deserted, and Spikes eyes darted around, looking for anything that was familiar to him, to give him some clue as to where he was.

Suddenly a car whizzed by, and Buffy shrieked, pinning herself against the building away from the street, "Oh my god what was that?!"

Spike turned to look at her a moment, his head cocked, then started to laugh. Bemused, he took her hand in his, tugging her close to him, "It's alright pet. It was just a car." His eyes studied her face. She was so vulnerable, and everything so very new and scary to her. Her eyes still didn't hold complete trust yet, that he could sense. Still, he was, at the moment, the only stable thing in this strange place to her, and he knew what power that position gave to him. If he played his cards right, he could have her eating out of his hand by the end of the night.

He gave her a tight smile, before continuing down the street. More cars passed, and Buffy managed not to jump in fright every time she saw one. The reached a much busier street, and Spike's eyes darted around, "Well bugger me."

"What is it?"

"I know this place." Spike reached into his jacket pocket and pulled out the slip of paper, "Well, whadda know. We're not too far pet."

"We're in LA?" she questioned as they started down the street. Buffy's eyes were wide as they navigated their way through the traffic of people. She could never recall seeing anything like it, and it awed her.

"One and the same. Looks like the Scoobie gang isn't going to get a visit after all."

They walked in silence, and Spike turned them down another ally way. He wasn't five meters in before he stopped so suddenly that Buffy nearly ran into him. Before she could even voice her pending question, Spike spun around, placing a delicate finger against her lips. She nodded in understanding before he took her hand once more, and lead her to the side of the alleyway. He pushed her up against the wall, and her eyes opened wide as he slipped a hand under her jacket to caress her waist, his lips falling to her ear. Spike spoke quickly and quietly, "Don't make a sound. Don't move. They'll be gone soon." He could feel her body trembling beneath him, and he cursed the need for this, but the vampires surrounding them wouldn't leave until they were sure Spike was just a wandering Vamp out for a feed. Unable to rely on Buffy to fight, he'd just as soon avoid confrontation all together. His lips caressed her ear, then he wrapped his hand around her back, pulling her towards him as his lips trailed down her neck.

Spike tried to ignore the rush of desire coursing through his body as he pressed it up against hers. Having Buffy so close to him was having unwanted effects, but he was powerless to stop them. His breathing had turned heavy, and suddenly Buffy was shivering from more then fear. He nibbled and sucked on the tender flesh surrounding her pulse, long after the vampires surrounding them had left. Fighting for control, he knew this was neither the time nor the place.

Blood controlled everything. A human gripped by fear was like a big red bulls eye painted on them to a vampire. They could sense it, smell it, and they loved it. The more petrified their victim, the more tangy the blood became. When aroused, the blood became sweeter, thicker, fuller. It sung to the vampires, heightened their own desire, and made the death that much more thrilling, and it was that which drove the vampires. They're own reactions lay specifically on that of the humans around them, to the blood that coursed through their veins.

A part of Spike wanted her, right there and then. A great deal of him. He had waited for so long to be able to do this to her, and somewhere deep down he knew this may be the only time in his life he'd be able to have her in this venerable position. So easily could he take advantage of this situation, but another part of him, the part that loved Buffy, knew that he couldn't. Taking a deep breath, he pulled away too look into Buffy's eyes, full of something he'd never seen before. Desire. His control nearly slipped as, leaning against the wall, Buffy smiled. She never smiled, not since before she'd died had he seen her smile so fully. It literately made his knee's go weak, and he leant forwards, bracing himself against the wall behind her, his head so close to hers his breath tickled the strands of her hair.. Or would have, if he'd actually had breath.

"Will." her voice was nearly a whisper, "Are we. I mean.. do we.?" she wasn't quite sure how to frame the question, unsure exactly what it was she was asking.

Spikes other hand came up to caress the side of her face, his fingers stroking her hair. Whatever deal he's made with himself not to take advantage of Buffy had just gone to bust. The opportunity was too good to pass up, "I didn't want to say anything pet." His replied, his voice just as low, "Just incase.." He trailed off, his eyes searching hers, "We're in love Buffy." his head cocked to the side and he smiled, "I love you."

Buffy returned the smile, but her eyes still held back, showing her hesitancy. Spike inwardly cursed. Even without her memories she wouldn't admit to loving him, wouldn't trust him. Still, if Buffy never did regain her memories, Spike was sure in the fact he could bend Buffy over to his way of thinking. He could be quite a charmer when he felt up to it. Pulling away from the wall, and serving Buffy another heart-melting smile, Spike took her hand and continued to lead her across the darkened streets to their destination.

~~~~

"It's a hotel." Spike looked at the building in front of him, then down at the address in his hands. It was defiantly the same place.

"Looks.. Deserted." Buffy commented, "Shouldn't there be. you know, clerks out here waiting to take our coats?"

Spike turned to Buffy, "You remember that?"

Buffy shrugged, then her eyes drifted upwards. The something odd story high building rose from behind heavy iron gates, the two large tree's flanking the main gate were magnificent, but The place filled her with dread. "Maybe we shouldn't." she whispered, her hand squeezing Spike's as she drew a deep breath.

Spike turned to her, his head falling to the side as he considered her request. Could he walk away? Take Buffy somewhere and mold her to be the perfect woman for him? He was sure if she didn't know about his being a Vampire, of what he'd done, that she could learn to love him. If they fixed this, then Buffy could go back to shutting herself away from him for good. But Spike couldn't walk away. If there was a way he could get the old Buffy back, then he had to find it. It was the same reason the BuffyBot held no meaning to him anymore. He wanted Buffy, the real Buffy, and everything that made her the way she is. Her strengths, her weaknesses, the fact that she wouldn't just give herself up to him. It was what he had fallen in love with, and it was what he wanted back. Granted if it couldn't be so he wouldn't complain too loudly, but until he knew for certain, he would do what he could. For her.

"You need your memories back pet." He told her softly, "And if we're going to find them from here."

"I know." Buffy frowned, "But. I don't like it here."

Spike turned back towards the building, his eyes tracing it's outline before he started walking towards the entrance, "Neither do I."

An odd sensation was nagging in the back of Spike's mind, but he couldn't quite place it. There was something about this place. he tried to shake it off, but the closer they got to the front doors, the stronger the sensation became. It wasn't exactly screaming at him to turn away, but he didn't feel much in the way of security and comfort either.

"Looks like someone's home."

A dull light was emanating from the front lobby, and another room on the second floor was also alight. Apart from the two rooms the entire hotel was completely dark. They ascended the stairs, and Spike paused momentarily before pushing the doors open and stepping through.

Right in front of a crossbow.

Instinct had Spike pulling himself short of impaling himself, the wooden point directed right into his eye. He slowly raised his line of vision upwards, already knowing who was at the other end of the weapon. That nagging sensation in the back of his mind was now screaming, and had finally jogged Spike's memory. Only when near his family did his whole body tingle in such a manner, and being in LA, the conclusion he came too wasn't hard.

Angel.

The older vampire looked pissed beyond belief, his hand steady and his eyes hard as he looked into Spikes, "I know you wouldn't be stupid enough to just walk in here without good reason." He hissed, "So you've got five seconds to."

Suddenly Angel's eyes shifted, and Spike felt his hand nearly get crushed as Buffy squeezed it tighter. He could hear as her breathing increased, as her heart raced and her blood started pumping quicker through her veins. Spike tried to contain his well of lust at Buffy's frantic, yet silent, plea to get her out of there as Angel's eyes darted back to his. He'd felt the same things Spike had, and felt her fear. Buffy was afraid. That knowledge was enough to drive Angel into a frenzy, "What did you do to her?!"

"Now now Peaches." Spike raised the hand that wasn't being broken by Buffy's iron grip and gently pushed the crossbow out of his face, "Can't we just talk about this, like civilized people?"

"You could never be civilized Spike." Angel pulled the crossbow out of Spike's reach, then lowered it so it was now aimed at the younger vampires heart. Angel's eyes flickered back to Buffy's, "Are you okay?"

Buffy took a step backwards, her eyes still wide in fear. Her hand slipped from Spike's as she continued to back off, and then suddenly she turned, wrenching open the doors and sprinting through them. Without even a glance to Angel, Spike was after her, clearing the stairs in one jump and landing directly behind Buffy. Momentum carried him forwards as he reached out to grab her arm and stop her running, pulling her around to face him.

Buffy struggled against his tight grip, "No! I'm not going back in there!"

"Buffy! Buffy, it's okay." Spike let go of her arm, raising his hands up, palms out, in defense.

"How is it okay?" Buffy hissed, "That guy just tried to kill you!"

"Who, Angel?" Spike smiled, "He always wants to kill me pet."

"You. you know him?"

Spike nodded slowly, "And so do you." He took a step forward, his hand moving to trail his fingers through her hair, "I won't let anything hurt you luv. You know that right?"

Buffy nodded slowly and took a deep breath, "I don't like this."

"I know." Spike felt the hairs on the back of his neck start to tingle He knew Angel was watching them. A slow smile crept across his face. "Come here pet." The hand that was trailing through her hair slipped up behind her neck, pulling her forwards and leaning her head against his chest. Buffy fell into the embrace as Spike's hand snaked around her. He breathed in her sent, full in the knowledge of what he was doing to Angel. It would kill the older vampire to see them like this, and Spike was absolutely loving it. He pulled away, and took her face in both his hands, his forehead inches from hers and he whispered to her softly, "I won't let him hurt you. But we havta find answers luv, and this may be our only shot."

Buffy nodded again, and Spike let go of her and turned back to the entrance of the hotel. As he expected, Angel was out of view as they once again ascended the stairs. They pushed open the doors and Angel was standing in the middle of the Lobby, his head down talking to a long haired brunette with pretty eyes. They both looked up as Spike and Buffy entered, and then Angel stalked back up to Spike, the crossbow still cocked in his hands.

"Ah!" Spike raised his hands, "We're only stayin' if you stop with the hostilities mate. You make the lady here uncomfortable."

"What did you do to her Spike?" "Why do you always assume I had something to do with it?" Spike asked innocently, his smile bordering on the evil side. Buffy had her eyes locked on Angel's, her fear still tangible. "Look." Spike continued, "Just put the pointy stick down, and we'll talk."

Angel did as requested, and walked back into the main lobby as Spike and Buffy followed. "Who's the pretty lady?" Spike asked, with a nod towards the brunette, who had been watching the entire exchange with confusion.

Angel sighed, loathed to have to introduce his friend to his enemy, "Fred, this is Spike." He paused, his intense gaze once against resting on Buffy, "And this is Buffy."

"Buffy?" Fred's eyes went wide, "As in. I died but now I'm back to life Buffy?"

Spike rolled his eyes as Buffy's went wide, and Angel nodded.

"Wow! Umm.. This . wow. I've heard so much about you!" Fred smiled and took a step towards Buffy, only to have the other woman take one back, placing Spike squarely between the two of them.

Fred stopped, glanced at Angel and frowned, when the phone rang, "I'll get it!" Fred, thankful for the escape, bounded towards the front desk, reaching over to pick up the phone, "Angel Investigations, we.. Cordy? Yes, he's.." she was silent for a long moment, then turned to Angel after putting the phone down, "Cordy just had a vision."

Angel's eyes went wide, "What did she see? Is she okay?"

Fred nodded, "She's fine, she's on her way over. But she said." her eyes turned to Spike and Buffy, "She said not to hurt them."

***~****

Please R&R! It'll make the other parts come faster! I promise