Title: Buried Memories

Author: Diva Stardust

Rating: PG-13

Disclaimer: All characters belong to Joss Whedon, Marti Noxon, Mutant Enemy, Fox, UPN, etc.

Acknowledgements: Thanks to Spikeyvamp for the beta!

Summary: Set the summer after "The Gift". Willow goes to visit an old friend at the cemetery and finds Spike doing the same thing.

Feedback: Sure!

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The night felt hotter than it should be. The kind of weather where it should be raining any minute, but none came. As Willow made her way through the cemetery a flash of white caught her attention. She soon realized it was attached to something, attached to Spike in fact, as he was crouched down by a grave that she recognized. It was so dark she had only seen his hair at first but as she got closer the rest of him came into view. She suddenly found herself feeling awkward and conspicuous with the flowers she was carrying, almost felt like going back home. But then she remembered that she wasn't the shy little nerdy Willow anymore, and that, anyways, Spike had flowers too.

Willow crept up slowly behind him, didn't know what to say exactly. She could hear him talking in a low soft murmur as she approached the grave and started to feel like she was walking in on something private. A pang went through her heart as she glanced at the lettering on the tombstone. The lettering that still looked so fresh and new, and read JOYCE SUMMERS.

He turned his head slightly when he noticed her standing above him, and tensed up for a moment as if he was scared at being caught in a vulnerable moment. He noticed the flowers in her hand and relaxed; she was there for the same thing. Wasn't going to mock him, not like Willow ever did that, but, it was best to be on your guard at all times.

"Hi," she tried to say lightly. Giving him a little wave and half smile.

He nodded. "Evening," he said, looking up at her, then turning his head back down to look at the flowers in his hand.

She wondered how often he did this, visiting her grave, and if he ever went out to Buffy's. Or if maybe that particular grave was too painful for him. She knew it was too painful for her.

"Those for her?" he asked, looking at her flowers.

Willow looked down at the flowers in her hand and started to feel ashamed that she hadn't brought Joyce anything.

"No, actually they're for a friend of mine. I like to come out here every now and then and put some flowers on his grave. Make him know that he's not forgotten," she said quietly.

He looked at her with a little bit of respect. "That's good of you, Red."

She was silent then and started shuffling around, wasn't sure if she should stay or go to the grave that she had come out there for. Finally she decided to just sit down. She hoped that sitting down was respectful of the dead. She wasn't sure, the cemetery didn't have a list of rules posted anywhere. Although they really should, she thought.

Willow was used to sitting next to Spike like this, only not in this sort of situation. Lately, Spike would crash at the house on the nights he watched Dawn and leave before sunrise. He never actually slept but he did seem to eat a lot of food and watch a lot of late night movies. Sometimes when she would have problems sleeping she would creep downstairs and sit on the couch with him, and watch whatever he was watching. They never actually said anything to each other though. Occasionally Spike would snort if something ridiculous happened on screen, or he would silently offer her some of the food he was eating. Did that make them late night, not talking friends? It was something to think about.

He smiled wistfully and chuckled to himself. "What's so funny?" Willow asked.

He glanced at her. "Just thinking back to the first moment I saw Joyce."

Willow tried to think back and remember when exactly that was, but her brain seemed to be stuck. "Was that at Buffy's house? Did she offer you cookies?" she asked, putting on a perky upbeat Willow smile. Trying to forget that she was sitting on the grave of her best friend's mother.

"Nooo," he drawled, "she attacked me with an axe." He lit up a cigarette while he thought back to that night. "Hell of a woman, that."

"Oh." Her mind continued digging through memories until it struck gold. "OH! Hey, was that parent teacher night?"

Spike thought for a moment, letting a stream of smoke escape his mouth. "Might've been. I think I remember killing a teacher or a parent. Not sure which he was, didn't exactly stop to ask questions."

She gave him a disapproving look while he looked at her outrage with amusement. "Evil, remember, pet?"

She thought back to the night before when he and Dawn had returned from getting ice cream, and Dawn had complained about how he had been swiping spoonfuls from her bowl. Evil indeed.

Willow simply rolled her eyes at him.

He cocked his head at her, a question forming on his lips. "Were you there that night, love? Don't recall seeing you trying to throw any blunt objects at me."

She laughed. "I spent most of the night stuck in a closet." She paused. "Whoa, that came out sounding all foreshadowy, didn't it?"

He closed his eyes for a moment and the look on his face freaked Willow out. "Okay, what the heck was that look, Mister?"

"What?"

"You just had some sort of bliss face going on."

"I did not!"

"You did too! You had that look on your face that Tara gets when I ..." she stopped, suddenly feeling very awkward.

"Oh, don't stop, Red. Do go on about what you do to Tara," he leered.

She felt like smacking him with the flowers but decided that would definitely not be right, she still had to visit the other grave. So she gave the best glare she could muster instead.

He was silent, his face considering whether to tell her or not. Finally he spoke. "'S just ... I remember coming by that closet now. It reeked of fear. Delicious ..." his voice trailed off, his eyes closing again.

"Hey, stop that! You're doing it again!"

His eyes flickered over her, dark and intensely for a moment. Looking at her like she was prey. "You certainly were a frightened little lamb back then, weren't you, love?" Before she could answer his eyes went back to normal, regular and subdued. "Now now, don't be looking at me like that. Know you could send me into the next state if you set your mind to it, so don't be pulling out your magic wand from wherever you keep it stashed."

"I don't have a magic wand! That's such a horrible misconception, right up there with broomsticks and warts and..." she stopped when she realized Spike was teasing her, his eyes laughing at her frustration.

Willow hated thinking about the way she was back then, and hated even more that Spike knew her then and still remembered the scent of her fear. Made her stomach feel all knotty. Of course, judging from their history together he had probably been able to get extra big whiffs from stuff that happened later. That also wasn't making her feel any better.

He stood up and looked down at her, his face seeming to go back and forth about something. Finally he put his hand out to help her up and said, "Why don't we go visit that friend of yours, all right?"

She tried to hide the startled look on her face, her mind trying to work around how Spike could go back and forth and act so differently in a blink of an eye. She started to wish she had taken a psychology course in school, it would really come in handy during times like these.

Willow took his hand and tried not to think about the times she had felt it before. Spike stroking her hair when he kidnapped her. Spike holding her down as he tried to bite her. Yeah, going through her past memories of Spike? Not so much fun. His hand this time felt better. Gentle but supportive.

She let go of his hand once she was standing and led him over to the grave she had set out to see that night. She felt like a sap when she felt tears beginning to well up in her eyes when she got closer to Jesse's tombstone. She hadn't been there in a long time. She felt like a bad friend.

Kneeling down; she placed the flowers on the ground and looked at the inscription again. Just as she had done many times before.

Spike stood behind her and clucked a little when he read the lettering. "A bit young, wasn't he? What'd he die from, if you don't mind me asking--"

Willow almost didn't feel like telling him. Felt suddenly like it was a very private thing that Spike shouldn't be a part of, but he had sounded so polite when he asked that the words started falling from her lips anyways. "Got made into a vampire," she replied quietly.

Spike didn't say a word. All she heard behind her was the rustling of his pockets while he pulled out another cigarette and the click of his lighter as he lit up again.

She didn't know why she had the urge to tell Spike about him, but she did. The words were coming out of her mouth easy now. "We don't talk about him much. It's strange. It's like he was our life before Buffy and when he died, that life did too, you know?"

Some smoke blew towards her as he exhaled. "Yeah, know a little something about that." He didn't offer anymore than that and she wondered what he meant. When he was human maybe?

"You'd think it'd be the other way around, though, wouldn't you? Back when we thought the monsters were only under our beds..." she tapered off.

He laughed. "Instead of chatting them up late at night in a cemetery, eh, pet?"

She smiled and looked behind her. It was strange looking up at him. He looked like death. His face was unsmiling again, pale, and shadowed from the darkness. Looked like the grim reaper ready to take her away. Only he wasn't. He couldn't hurt her and she knew he wouldn't. She only wondered if he still wouldn't if he had the chip out. Not because she was afraid really, she had too much power now to be afraid, but because she was curious.

Her mind took her back again, back to things she didn't like to think about. Herself at fifteen, long hair and clothes that her mother made her. "It seems like a lifetime ago," she muttered.

"Yeah," Spike said briskly, thinking about the changes his world had taken in only the last few years, "guess it is at that."

His face changed suddenly, concern and fear washing over him immediately. "Hey, who's watching Dawn? She's not home alone, is she?"

She stood up and tried to hide her smile. "She's fine, Spike. Tara's home."

He relaxed and tried to look nonchalant. "Good," he said simply.

Looking at his face something struck her hard. Spike staying at their house so much overnight. It wasn't because he liked their TV better than his. He was watching over Dawn. Making sure she was safe. She wanted to say something about this new realization. Thank him or hug him or something, but she didn't want to embarrass him. Wanted to do something though...

"Spike, hey, you wanna come over for a little bit tonight? There's some strange old horror movie that's supposed to be on about giant lobsters. It sounds good cause hey, evil under the sea creatures, but I don't think Tara would want to watch it with me."

Spike raised his eyebrows, not buying for a second that Willow suddenly had an urge to watch cheesy 50s black and white movies, but only nodded and said, "Sure, you birds buy any popcorn yet? I think I ate it all last time."

She reassured him of their junk food status and began walking home with him. She didn't think they would be so silent when watching movies together from now on, and she decided that the thought made her happy. You could never have too many, late night talking friends.