A/N This is set after the unaired episode of AtS 5:4. I am still a total Spuffy shipper, but I wrote this for a friend, and I wanted to try my hand at something different, unless you have extensive knowledge of S5 spoilers, then this might not make much sense.

SPOILERS: The previous night Spike had fought Pavayne, whom had terrorised the halls of Wolfram and Hart. Pavayne had tortured Spike and had tried to send him to hell. Fred had been working tirelessly to find a way to make Spike corporeal again. She had made a device that would have returned him to flesh, and there was only a one shot chance at this. The moment that the transformation was to happen, Pavayne had appeared and started to choke Fred, taunting Spike that he would have to watch her die. Even though it was Spike's only hope, he had pushed Pavayne in the way of the device to save Fred's life. Pavayne had become human and the device was in ruins. But at least Spike had saved Fred and Pavayne had been locked away forever by Wolfram and Hart.

FOR: Lilbreck, who suffers my Spuffiness almost in silence

"Worth Saving"

Winifred Burkle opened her eyes to a brilliant Californian morning. A hand strayed to her neck, touching the tender skin around her throat as she remembered the events of the previous night. She almost hadn't lived to see this day, Pavayne had almost succeeded in squeezing the life out of her, but Spike had saved her. He'd lost his one chance at being mortal for her, maybe Angel would be a little nicer to him now. She couldn't help, but smile to herself at that thought, having seen too many times the way they liked to strike sparks off each other.

Things at Wolfram and Hart had been decidedly a little more interesting since Spike had 'shown' up. Maybe not all in the good sense, but lately, if Fred has sat still long enough to think about it, she would have analysed her renewed enthusiasm for her shiny new lab, which had previously, already started to pall for her, in the few weeks she had been in charge of it.

It was only 6:30 am, her alarm wasn't set to go off for at least another half hour, but Fred knew it was pointless trying to go back to sleep, so she gave up trying and got out of bed and sat at her dressing table, meeting her eyes in the mirror.

She felt tears form as she looked at herself angrily. Spike had told her to give up trying to save him from his downward spiral into hell. He'd said he was a lost cause not worth the saving that had just made her all the more determined to help him. He was a souled vampire, wasn't he? A champion just like Angel, didn't he too deserve the same respect and consideration?

These thoughts propelled her forward as she hastily dressed for her day at the lab, she wasn't going to be so easily defeated and neither would she let Spike be. Angel, Wesley and Gunn were all of the opinion of destroying the amulet and sending Spike to his eternal rest But Fred wasn't so sure that he would get rest, Spike had been talking about hell a lot lately, and he had told her that every time he disappeared, it was like he was being dragged toward the abyss.

Well that wasn't going to happen, not on her time. She hadn't survived being a Pylean cow for five years for nothing. He'd come to her asking for help in the beginning, and he was going to get it, whether he wanted it or not.

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

Fred marched through the main doors of Wolfram and Hart, mainly ignoring the sycophantic greetings offered by various Wolfram and Hart employees. The cheerful greetings of "Good morning Miss Burkle" had her wanting to scream by the time she reached her lab.

Knox greeted her with the first genuine smile she had seen all morning. She returned the smile; but it didn't quite reach her eyes.

"Morning Fred, rough night?" asked her second in command

Fred briefly touched her neck.

"You could say that, am I needed for anything right now?" she asked.

"Well there are some reports, but they can wait," answered Knox.

"Good, well I'll be in my office," said Fred.

She walked off, not waiting for a response. Fred entered her office and closed the door behind her and leaning against it for a moment. Maybe she should have taken the day off as Angel had suggested, but she had had to see Spike and know he was okay. He had suffered greatly at the hands of Pavayne.

The fact that Pavayne had been able to hurt him, had just confirmed the reading that she had taken with Wesley, when Spike had first appeared. He wasn't the usual type of ghost, hell he wasn't even the usual type of vampire either. He had the bluest eyes and the most beautiful cheekbones she had ever seen. Fred blushed at the direct her thoughts were taking, glad of the privacy of her office. She was starting to wax lyrical, or was that poetical? Maybe it was Spike's influence.

"Penny for your thoughts pet, but I am sure they are worth much more than that,"

Fred let out a little scream. Spike appeared before her, she should be used to this by now, but it never failed to make her jump.

"Spike! Are you trying to give me a heart attack?" she asked a little more sharply than she had intended.

He smiled at her and her heart did a major flip-flop in her chest, more colour flooded her face. Dammit she was behaving like a love struck teenager

"You're looking a little hot and bothered, are you sure you're okay?" asked Spike.

"It's the heating in this place, a little warmer than what I am used to," she lied.

"Are sure It's not my hotness?" He smirked.

"Thought we'd already been over that, I said you rated no more than luke warm," Fred replied.

Spike advanced on her, the room suddenly seemed to shrink in size. Why did he remind her of an animal on the prowl?

"Yes, but that was when you'd only just met me, and first impressions can be deceiving love," he purred.

Fred looked around the room, desperate to change the subject, Spike was standing directly in front of her now, looking down at her with a decidedly seductive expression on his features. She must be imagining it, she thought. Guys like him, just didn't look at girls like her in that way, did they? He wasn't even a guy, not in the real having a pulse sense.

He put out a hand to touch her arm.

"What are you doing? You know you can't touch me," Fred said.

"I beg to differ, what was that touchy feely experience we had last night? When I touched your arm, you felt it didn't you?" Spike asked.

She nodded.

"Close your eyes," he said.

"Why?" she asked suspiciously.

Spike rolled his eyes; she looked up at him nervously.

"Ok," she said, giving in.

She closed her eyes, nothing happened for a few moments, and then she felt it, it was like the touch of a hand, it softly stroked her cheek. A fingertip ran over her lips, her breathing grew shallower. Spike smiled as he saw her reaction to his touch, Spike's finger travelled down to her neck, touching the collar of her blouse. Fred felt the material lift away from her skin; her eyes flew open in alarm, to meet his bent head. She slapped at Spike's hand, but her own went right through it.

He looked up at her, his gaze mocking.

"Just checking the goods love, I like the bra by the way," he grinned.

"Spike!" she said warningly.

"What you gonna do to me?" Spike challenged,

"Exorcise you the next time you try that, that's what," she said trying to sound cross.

He just chuckled.

"Don't you know how adorable you are when you try to act all tough? Tell me, you weren't enjoying that just a little bit?" he asked.

"Yes, no, I don't know," she stammered in confusion.

"Let me make the decision for you" he urged.

He leaned in to kiss her, as he lowered his head, her eyes closed involuntarily, she didn't even try to fight against it, although she knew that maybe she should. But she'd wanted this moment for some time, since the moment she had first laid eyes on him in Angel's office. It was only now, that she allowed herself to admit the truth of her inner thoughts. His lips felt warm and alive, not like the time she had kissed Angel. It was a revelation, if she closed her eyes tightly enough; it felt as though she was really kissing a flesh and blood man. It was only when she raised her arms to wrap them around his neck, and they found nothing, was she reminded of exactly what he was, that and the loud crashing of the office door, as it was almost wrenched from it's hinges by an irate Angel.

"Spike, what the hell do you think you are doing?" demanded Angel.

"Just a little experiment with the science babe, we were trying to find ways of making me all 'solid' again," said Spike raising an eyebrow at his nemesis.

Fred's face turned an unbecoming red.

"Are you okay Fred? Did 'William the Bloody' here, try and force his non- corporeal self on you?" asked Angel in concern.

"No, I er um wanted him to kiss me," admitted Fred.

Spike smirked at Angel.

"See no harm done, just obliging the little lady," said Spike.

"What do you mean by charging in here? You may be the boss, but in my lab, I'm queen," said Fred airily.

Angel looked at her in surprise, unused to such scorching words from the girl, who had once been too timid to leave her hotel room.

"Did you want something? If not then bugger off," said Spike.

"Spike! Sorry Angel," said Fred.

"Don't apologise for him, I'll catch you later at the lunchtime meeting, and you're not invited," said Angel, giving Spike a dark look, before exiting the room.

Fred glared at him.

"What?" he asked innocently.

"Just what did that kiss mean to you Spike? If you are playing me, then you can leave right now, I won't be anyone's Buffy substitute," she said angrily.

"Ouch! A bit below the belt wouldn't you say?" he asked.

"Self defence mechanism kicking in, not been so lucky in affairs of the heart," she said.

"That's where we have a lot in common," he smiled sadly.

"How about we work on that cure for your lack of substance?" Fred asked.

"Ah, but what I lack in substance, I make up for in style," Spike answered.

She couldn't help laughing at him; he seemed to have a comeback for everything. She shook her head.

"You are bad for my concentration," she replied.

Spike smiled and kissed her again, before she could protest or otherwise, she drew away from him.

"What about my meeting with Angel?" she asked, in between his kisses.

"Sod Angel," he replied, kissing her again.

She opened her mouth to protest, but he silenced her with his lips, which were starting to feel more real by the second.