Disclaimer: I OWN NOTHING! All the characters belong to JOSS-the all mighty-WHEDON and his band of MUTANT ENIMIEs! The PLOT isn't even mine! It just hit me in the side of my consciousness as though some one threw it at me screaming "USE IT DAMN IT!"

Rating: PG-13 for now, may change later (I suck at love scenes)

Spoilers: Anything and Everything up 'til the end of season 4.

TAKES PLACE DURRING: Season4's "THE INITIATIVE"

Summery: Willow's grieving, and she has a lot on her mind as life leads her down a hard path.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ==={*WHY CHEESE?*}===

Buff stood there, talking to the young man obviously trying to win her affections. There was a long awkward silence, broken by Riley hold up a cheddar cube on a tooth-pick asking

"Cheese?"

Buffy gave him a forced smile and tried to think of a way to escape this stupid situation. {Why do I even bother to date anymore?} she asked her self, {You'd think I'd have learned to give it up by now!} * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

==={*Male Mope-Fest 2000*}=== Meanwhile Willow was more towards the back of the house where the music wasn't so loud. She needed to think. She was tired of sitting back and watching Buffy get hurt. She had done it for too long, and she felt even worse this time.

This time, she was helping the future-heart-breaker. She had warned him about hurting her best friend, but she had left out the fact that she too was in love with the small blond. How could she not be? Who walked the face of the earth and didn't adore the tiny (yet deadly) Slayer.

"Buffy." She sighed, thinking about when they had first met. She remembered hearing Cordelia making fun of her, and looking up into the face of the girl that had tortured her all though her childhood. Then, when the verbal blows became apparent, the shy computer geek had noticed the blond girl standing next to Queen C.

She was so taken aback by the offended look on the new girl's face that she forgot that saying anything to the May Queen would only result in more jokes about her clothes. When Cordy kept making fun of Willow the witch remembered how Buffy's apologetic stair fallowed her down the hall. She too couldn't help looking back at the beautiful new sophomore.

From that first moment, Willow knew that there was something special about the new addition to her grade. No one in her life had ever cared what Cordelia had said to her besides Xander and Jessie (though Jessie never really cared, he was too busy drooling over The Queen). She walked out side and into the cool night air. She heard light foot-steps behind her and turned around. Speak of the Slayer!

Buffy came running up behind Willow, trying to catch up. As soon as she did she linked arms with her best friend, smiling sadly.

"I'm sorry Wills," she started, "I thought you'd enjoy being out at a party. I should have remembered: major mope-fest, THEN partying!" the blond gave the little witch's arm a squeeze, "I'll give you your time to mope, as long as you don't go all Neanderthal on me." Buffy gave her best friend a wink, causing a blush in the copper-topped co-ed.

{Willow always blushes when I bring up my short lived encounter with the Mesozoic era . . .} Buffy thought, {Wonder why that is?}

Little did Buffy know what had happened during her evolutionary vacation. The two friends, both feeling lonely, had ended up finding comfort in each other that night. The cursed beer had effected Buffy's memory though, so only Willow could remember it. They hadn't done much, but what little they did meant a lot to the shy Witch. More then she could ever let Buffy know, even if she did remember. {And she never will remember.} she thought sadly, {Oh Buffy! Why can't you love me?}

"What's the plan tonight? Rent movies with NO men in then so we don't have to see what we're missing, or rent sappy teen Vids that defy reality by starring men with feelings?" Willow smiled, but couldn't bring herself to laugh. It was too soon to laugh, and to hard to try.

"No men I think. Then maybe move on the teen ones another night." Willow rested her head on her friends shoulder, wishing for the pain to stop. She just wanted to be happy again. She hopped that a night with her favorite slayer would be enough to keep the agony at bay for a while.

Buff reached up and stroked the witch's hair. The soft touches and Buffy's arm in hers made Willow want to cry. She had set Buffy up. With another man, and she knew that her heart would break when she realized that Riley could never fill the shoes of her Angel. She knew that Buffy wanted a normal life so badly, and her finding out that she couldn't even have a normal boy-friend would only make it hurt more later.

"So," Willow said, steadying her voice, "How you chat with Riley go?" Buffy chuckled.

"God!" she laughed, "That guy is so . . . dull!" Willow's head shot up. That was not the answer she had expected.

"What do you mean?"

"Will, you of all people should know my taste in men! Parker was a fling that I wish to forget FOREVER," she said, growling the last word, "and I'm not looking for another Angel. Vamps are so last season! I wanted normal, but that doesn't mean BORING!"

"You really think he's boring?" she asked, sounding disappointed (though relieved that Buffy wouldn't have to have her heart broken later).

"I would rather sit threw 100 Giles-lectures instead of listen to Riley talk about cheese." Buffy laughed, thinking that must sound a little crazy to her friend. Willow smiled internally. She had set Riley up too. Buffy did like cheese, but how much can two people really connect over a dairy product? Willow thought Riley was nice, and though she though he could have made Buffy happy, she didn't want to make it too easy for the guy.

"I kept waiting for him to ask me to dance, but he never did."

"He can't."

"Well," Buffy said in finalized tone, "That's the clincher. If the man can't dance, he's off my list!"

"I'm starting to hate men in general. They're all after one thing!" Willow huffed, "And then once they've got what they wanted or found something better they rip out your heart and do the lambaste all over it wearing golf shoes!" she yelled.

"I know Will," Buffy told her friend, "You're talking to a girl with a hole- y heart. Angel, Scott, and Parker, remember? No need to remind this Slayer." Buffy gave Willow another squeeze and put the Wiccan's head down on to her shoulder.

"Men suck." She muttered, enjoying the comfort of Buffy's closeness. Buffy wrapped her arm around Willow's waist.

"Yes they do. You just vent, you're entitled to hate." The slayer started petting Willow's hair with her free hand again. "I'm gonna neuter Oz when he gets home. He made my Willow cry."

"It's not Oz's fault," said a teary red-head.

"But I wanna hurt him!" Buffy said, sounding like a child who was told they couldn't have a cookie. "It's not your fault Willow. He did stupid Male things and he took off. He ran off when he should have stayed and worked things out, and for that I will never forgive him." Willow sobbed quietly during Buffy's tirade.

"But it must have been my fault!" she said dejectedly, "I wasn't enough to keep him happy. If I was then he wouldn't have gone to Varuca."

"Hey!" Buffy stopped walking and took Willow's shoulders, looking the witch in the eye. "You are more then enough for any man! Oz just didn't realize what he had." She pulled Willow into a tight hug as she cried.

"It's okay. It's gonna be alright. I know it hurts, but it doesn't last forever." Buffy whispered into her friend's ear. Willow drew Buffy tighter to her, wishing that things were different. The slayer pulled away smiled sadly at her friend. "Come on. Movies with out men await!"

"Fried Green Tomatoes here we come." She mumbled sadly.

"That's the spirit Will." Buffy quickly grabbed the red-head and threw her over her shoulder.

"Ahhh! Buffy!" she screamed, "What are you doing?!" Buffy pulled Willows arms around her neck, and grabbed he knees, forcing her into a piggy-back- ride.

"Buffy express Wills! Next stop; DORM ROOM!" with that she started running at Slayer Speed towards the girl's room. For the first time since Oz had left, Willow laughed. In fact she was cracking up as they ran threw a crowd of co-eds leaving a party.

"Buffy you're crazy!" she giggled as they passed the book store.

"That's not crazy!" she yelled sounding mischievous, "THIS IS!" and with that she did a flip, landing perfectly. Willow screamed even after they had return right side up. She held tightly on to Buffy, enjoying the feel of the Slayer's curves against her body. The trip up the stairs to their room was intense. They both bounced laughingly, causing Willow's front to rub up Buffy's back. She was more then a little turned on and she could feel her body start to react.

As soon as they had walked in the door, Willow hopped down. She didn't want Buffy to see her flushed face and huge smile. She was supposed to be moping, and if Buffy saw her happy, then they wouldn't get to spend sad- girl-time together. Then she remembered shy she was sad: Oz had cheated on her and left town.

"So, I heard a vote for Fried Green Tomatoes?" Willow nodded sadly and sank down on her bed. Buffy sat next to her, trying to figure out how to comfort the girl. They sat together silently, both wishing terrible things on Oz.

"Hit him over the head with a stick." Buffy suggested, breaking the silence, "It's surprisingly therapeutic. Gives you a great since of closure."

"I'll hit home over the head with the whole damn tree!" the witch mumbled to herself, forgetting about Buffy's Slayer hearing.

"There's the Willow I know and love!" she gave the girl a gentle cuff on the back and got up.

"You gonna go get the movies?" Willow asked, still sounding kind of down.

"Yup. Movies, Mayhem, and Mochas. Sound good to you?" Willow smiled, and the Slayer took that as a yes. As the Slayer headed out to the campus' Blockbuster, Willow rolled onto her back and though about life. "DOES IT HAVE TO BE SO COMPLEX?!" she wondered aloud.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

==={*Clues For Sherlock*}===

Buffy's mind was more then a little jumbled as she walked out of the dorms. {What was that all about?!} she thought. There was something going on with Willow that she didn't understand. How did Willow even know that she had talked to Riley, and that he couldn't dance? And why did she sound disappointed when she had said he was boring? There was something amiss here, and she was going to figure out what. Buffy wasn't looking for a new Boy-friend right now. She had just been dumped by a guy that had used her, and her best friend was grieving over a freshly lost love.

{Or was she?} Buffy wondered. {Was it just me, or did Willow say that she now hated all men?} Buffy had noticed a few things tonight. For one that she seemed to be more angry at Oz then Willow was. {But then again,} she thought, {I never loved Oz.}

She walked along the sidewalk slowly, taking her time, knowing she had a lot to think about. Buffy had been feeling odd lately. She had been noticing things she hadn't even bothered to see before. For instance: The fact that Willow could manage to be radiantly beautiful even first thing in the morning. Or that she had felt incredible against Buffy's back as they ran around the campus earlier.

Not to mention the fact that Buffy's super senses could smell the Witch's arousal when they reached the dorm. {I knew I'd been rubbing against her as we ran up the stairs, but I didn't realize how much!} she thought. Buffy had a crush on Willow, but she hadn't quite realized it yet. She had loved the girl so much, for so long that she hadn't even noticed it once that love had changed.

Buffy wandered along the path to the rental shop, not really paying attention until she felt all her hairs stand on end. {VAMPIRE!} She thought, and like clockwork a newly risen nasty popped out of the bushes at her. She pulled a stake out of her sleeve, and plunged it into the undead heart. She waited for the dust to settle before walking again.

.

To Be Continued . . .

~Vix