Setting: Post-season 2 AtS, season 5 BtVS. Fits in canon.

Rating: PG

Characters: Wesley, Fred (minimal canon non-shippiness implied), surprise character

Description: What were Wesley & Fred up to while Angel was in a monastery getting over Buffy's death?

Thanks: To CrazyDiamondSue for beta, Homicide: Life on the Street for one particular line.

It was Wesley's first time outside the hotel with the girl, and it wasn't going as badly has he had thought it might. For the first few blocks of the drive, she slumped down and hid her head between her knees -- afraid to look out the window, or afraid of what would be looking in at her. Wes felt like a schoolmaster spiriting away an underaged charge for an illicit rendezvous. But he didn't want to call attention to Fred's behavior; the poor girl had certainly been through enough without people ordering her to act normal, just for the sake of making themselves comfortable.

So he turned on the radio, put the car in gear, and headed for the freeway as if having a beautiful woman curled in the fetal position in your passenger seat was the most normal thing in the world. Of course it was normal. Every bit as normal as the battle axes stowed on top of the spare tire. Or the thimbleful of finely ground silver powder, wrapped in plastic and stowed in his breast pocket, right above his heart. That was what this trip was about. If it wasn't for the nervous particle physicist and former interdimensional slavegirl in the seat next to him, he wouldn't even have thought about how weird it all was.

Once they got on the highway, Fred sat up, played with the window a little, started humming along with the radio. They didn't actually hold a conversation -- direct questions seemed to paralyze her, and he couldn't think of anything to tell her about his day that could possibly interest her. Not to mention other things he had on his mind, about the night's errand, made him fairly unsuitable for conversation. But she looked at him every once and a while, and she smiled. That was all right, for now.

Wesley pulled off the highway in Oxnard, where he parked in the glow of the gaudy neon sign at Auntie Mabel's Authentic American Diner. He glanced at Fred, tried to smile, and felt a total fool for dragging her along. As though he were afraid to go to this rendezvous on his own. "Do you want to come in?" he said. "We can grab a bite, see my friend. It won't take long. Then perhaps we could go to a movie?"

"Oooh!" She exclaimed, with more animation than he had seen her express for any non-taco-related suggestion since she had come back from Pylea. "Cordelia had this magazine? And it said they did another Star Wars

And Wesley, who harbored no particular love for the original Star Wars films and had striven to know as little as possible about the new ones, said, "That sounds nice. Only that magazine might have been old?" When her face fell, he assured her. "It's summer in America, I'm sure there's something sufficiently explosive in a theater very close to here. Now. . .do you think you're ready to go in?"

She nodded with vigor and, he thought, more confidence than she probably felt. But when Wesley stepped out of the door on his side, Fred did the same on hers. Looking up at the Aunt Mabel's sign, she actually smiled. "I like this place."

Wesley winced. Great undercover, Pryce. He thought he was choosing an obscure, out-of-the-way location for the meeting, and it turned out to be a place instantly recognizable to a girl who had lived in a cave for three years. "You've been here, then?"

"Oh, yeah, I used to come all the time with Nick." To his puzzled look she said, "My boyfriend?"

"Your --" Wesley stammered. He wracked his brain, trying to remember if any of them had actually dealt with this question. Had they just assumed there was no one waiting for her or - "I didn't know you had a boyfriend."

"Yeah, sure," she giggled. "Lots." Frowning up at the sign, she said, "Are we close to Lubbock?"

Understanding dawned slowly on Wesley, and he gently said, "No, Fred, we're in Los Angeles."

"Ohh." She looked at the ground and pushed her glasses onto the bridge of her nose. "Silly. I'm here. I knew that." She shook her head, loosening a few strands from her ponytail. "I didn't used to be so stupid. It just gets confusing."

"No," he said gently. "Fred --It's understandable. You've been through --" He placed a hand on her shoulder. She smiled up at him, and covered his fingers with hers, and suddenly something strange happened to the pit of his stomach.

"Thank you, Wesley," she said. "Thank you for understanding. And for taking me out tonight." And suddenly, bringing Fred with him, which had begun as an act of kindness to a damaged, frightened girl -- and not incidentally, a buffer for any particularly awkward conversations he might be walking into -- started to feel like it might be something else.

"Yes," Wesley said, dropping the hand to his side. There wasn't any use in confusing the situation. "Come on in, Fred" he urged. "I think they may even have tacos on the menu."

He smiled, and she smiled back, and as Wesley moved his hand back to his side, he found it shaking a little. What was that about? he wondered, but once they were inside the door, he didn't have time to wonder about that. Because he saw the figure sitting by the window in the corner, at the same time that Fred saw her, and punched him in the arm. "Willow!" she squealed. "Why didn't you tell me we were coming to see Willow?"

Willow did not recognize him right away. She had seen Wesley only a few months before, when she came to L.A. to give Angel the news of Buffy's death. But she had been worried about Angel and Cordelia then. Wesley had never made a huge impression on her consciousness even when they lived in the same town and saw each other almost every day. Willow remembered Buffy's imitations of her second watcher ("A good slaaayah is a cautious slaaaayah!") more than she remembered the man himself. As she sat at the corner booth and waited for him, she could picture Wesley's immaculately tailored suits more clearly than his face.

Now she saw a tall man in jeans a size too big, a T-shirt and windbreaker -- the phrase "Fighting Evil in J. Crew" flashed through her mind, the sort of comment she attributed to her inner Xander. If she hadn't been looking for Wesley, she might only have registered someone who looked slightly like Wesley. If even that. His hair was longer than she remembered, curly and slightly unkempt, and -- he'd brought a date?

It was only when his companion called "Willow! Willow!" and bounded forward to pounce on her with a hug, that she recognized the girl Angel had rescued from Pylea.

"Nice to see you," Willow managed to gasp from within Fred's enthusiastic embrace. "Do you think you could --?"

"Fred," Wesley set a hand on her shoulder. "Let her breathe a little, hmm?" Fred looked up at Wesley. His eyes moved from her face to Willow's, and they broadcast both an apology for the girl's behavior and a plea on her behalf. Willow watched that look and she remembered holding Tara, those weeks after Glory had violated her mind. The trusting innocence the damaged girl could have one moment, the unreasoning fury of the next. Fred was nowhere near as far gone as Tara had been, and maybe she was even getting better. She seemed better than when Willow had met her at the Hyperion -- but again. It had been enough to deal with her own emotions, and those of her old friends, without getting caught up in the dramas of Angel's new supporting cast.

Seeing Fred and Wesley now, she had a powerful sense of them as their own people, with their own story. She felt vaguely guilty that she hadn't cared before, that she had cut herself off -- but no, she couldn't get caught up in creating an unnecessary guilt complex. That was what the Old Willow would do. Ever since that night in May, she had been a New Willow. She had needed her focus, then, and she needed it now.

Still, when she saw that look of shared pain in Wesley's eyes, she knew that, whatever he had been before, she liked the man he had become, liked him tremendously. She was sorry for the lies she had told, was telling, would tell. At the same time, she was grateful for the diversion. His mind would be on Fred, not their transaction. Willow didn't doubt her ability to deceive him. New Willow was good with lies. But she still had enough in her of Old Willow that she preferred not having to tell them.

Fred kept smiling and started to slip into the seat beside Willow. "You're Angel's friend. Any friend of Angel's is my friend. Only --" She leaned close and said, "I don't know what you told him, and it's none of my business, of course. But since you're his friend, you ought to know. I'm sure you didn't mean to, but whatever you told him, when you came? It made him sad." She nodded earnestly. "He went away."

"Fred," Wesley said quickly. He stood beside her and squeezed her elbow. Willow noticed how much effort he was making to keep space between them, as he said, "If I can find some quarters, would you put some music on the jukebox?"

And even while the unintended barb of Fred's innocent remark twisted in her gut, Willow nodded encouragement. "It's one of the old ones. You can watch it pick the records out, and then the gears turn, and the lights go off." Fred's head perked up, and she looked across the room. "And, ooh, they have like a whole row of James Taylor."

"Oooh! I love him!" Fred squealed, and Willow could actually feel her bouncing in the seat. Then, leaning toward Wesley, the girl actually winked. "Anyways, I know the way grownups talk when they want the younguns out of the room. I'm sure you two have some catching up to do." Willow expected Wesley to protest, but he only smiled, reached into his jeans pocket, and dropped a pile of quarters into her hand. Fred rocked back on her heels, twitching like a kid at Christmas.

Willow handed over a quarter of her own. "Sweet Baby James, please?"

"Good choice," Fred giggled. Carolina on my Mind for me." She turned to Wesley. "What songs do you want?"

He smiled. "Surprise me." Though as she almost skipped across the room, he called, "Not bloody Fire and Rain."

As soon as Fred was out of earshot, Wesley sank into the booth across from Willow. "You mustn't mind her," he said softly. "She doesn't know what she's saying."

Willow watched him watch Fred move. "Well. She's sure way different than Cordelia."

"Yes?" he answered absently. "I suppose she is. There's never a dull moment with both of them around, anyway."

"Of course," she pressed, not quite sure why she was doing it, "The person I'm dating now is a lot different than Oz --"

"Is he?" Wesley said, his mind still clearly not with her, but then he looked up at her, frowned, and said, "Willow, I'm not dating Fred. She just wanted to take a ride, and I thought it would be good -- for that matter, I never dated Cordelia, either." Flipping the menu card, as if he were intensely interested in the evening's specials, he continued, "You obviously have a high opinion of me, that I'd take advantage of a high school student and a post-traumatic stress patient."

Willow leveled her gaze at him. "I'd say you're genetically incapable of taking advantage of Cordelia. For all kinds of different reasons. Besides, you took her to dinner at the best restaurant in Sunnydale, and you paid. So either it was a date, or you're a sucker."

"Could it possibly be both?" he said dryly.

Across the dining room, Fred giggled with delight as she watched the gears of the jukebox. Willow coughed. "Do you think she's really PTSD?" At his look, she said, "I am a psychology major. Granted one whose favorite professor turned out to be evil."

"I took my degree in Near Eastern linguistics," said Wesley, "But I know she's not well. And I don't know a way to get her in touch with anyone who would help her to get well. One minute of listening to her babble about caves and portals and handsome men saving her from monsters, and she would end up in a psych ward for life. Or at least until she learned to lie. Meanwhile --" He pressed a hand to his temple. "I am trying to run an office understaffed. Cordelia has head-splitting visions that we lack the resources to follow up on, considering that our champion's gone bloody walkabout."

"Oh, Wesley." Willow reached over and put her hand on his. She understood his pain, she sympathized. She also concentrated on giving him her biggest, doe-iest eyes; she had been told that her eyes were irresistible. "I understand how hard it is. When a person you've counted on isn't there anymore." She didn't even know if the catch in her throat was real. That was how good New Willow was at lying. "That's why I hated to even bother you for something so tiny." His hand went to his breast pocket, and her eyes followed. So it was there. If there was any conflict, any second thoughts, she could get it off of him. She liked him, but she would fight him for this. New Willow liked knowing that about herself. "I could have gone through our usual suppliers, at the Magic Box, but of course, that would mean Giles. And this is going to be a surprise for Giles's birthday."

Wes nodded along with her, and reached into the pocket. "It was really no trouble. I just called in a few favors. Laid out some cash here and there, but it's a small thing for an old comrade-in-arms like Mr. Giles. Before I hand this over --" He raised the fist that clutched the treasure -- Willow imagined how it would shine, the light weight of the tiny crystals in her hand. "I just have one small question."

"Mmm-hmmm?" Willow nodded, staring at his hand, rehearsing the details of the completely legitimate alphabetizing charm she had claimed to be concocting for Giles.

Wesley pulled back his fist and held it against his chest. "Are you saving your really good lies," he said, "for some smarter Watcher?"

"What?" Willow stammered. She felt the heat rising to her face. She felt very Old Willow.

"To put it another way, Miss Rosenberg -- Exactly how stupid do you think that I am?"

"I --" Willow went for a stammer, and those big eyes again. "I don't know what you mean."

"Don't you? Well, I guess you can get Giles another birthday present, and I'll just toss this --" he mimed a throwing motion, and Willow lunged for his hand.

"You don't know what that's for!"

Wesley caught her wrist, much more quickly than she would have thought he could, and gripped it tight. Across the room, Fred almost jumped. Wesley nodded at her, then looked back at Willow. Slowly, quietly, but with measured force he said, "The Breath of Aornis. There is only one bloody thing that it is for. And if Rupert Giles is actually having a birthday? He doesn't need it." He released her wrist, raised both hands, and spread them to show they were empty.

Willow folded her arms and sat back, staring at him. "I guess this is the part," she said. "Where you tell me that I'm a foolish, arrogant little girl meddling in forces beyond my comprehension."

"Very well," he said. "You're a foolish arrogant little girl --" His hand went down to the pocket of his jeans. "Meddling in forces beyond your comprehension. Put out your hand."

"Why? So you can --?" she began. But she didn't know what she ought to think he meant, and so she did, and he dropped a small silver thimble into her palm. She raised it unbelieving, to her nostrils, saw the silver glint of the powder, drew some of it into her lungs, and she knew.

"Breathe this in," he said, "All of it. An hour before you do the spell, or the force of the powers you invoke will be enough to kill you. And Isis alone knows what they will do to Buffy."

"So you're okay with this?" Willow shook her head, not comprehending. "But it's against the Watchers' Code. It's against everything that you -- nothing personal, Wes, but I didn't think you cared about Buffy that much."

"I hardly knew Buffy," he answered. "This isn't for her. And not for Angel, either, if that's what you're thinking. The last thing Angel needs is another one of his old lovers back from the dead, and in fact, most days, I think he'd be better off if he'd never met her."

"Then why?"

"Because there are times when foolish arrogant little girls meddling in forces beyond their comprehension are exactly what the world needs. No one else is stupid enough to attempt the impossible." A smile played at his lips. "And so nobody ever finds out if, just maybe, the impossible isn't." Then he grew somber again. "Your chances of success are astronomically small. You may very well lose your soul to the forces of darkness, and I guarantee that even if you succeed, it will be no picnic for Buffy. This is no act of friendship that you're performing, Willow."

She squared her shoulders, "I think you're wrong."

"I hope I am," Wesley answered. "And I'm glad you can think so, if it helps you to do this."

"Because the world needs a Slayer?"

Wesley shook his head, "If that was what it was about, we could wait for somebody the Council pays off to stick a shank in Faith. She's a tough girl, but they'll get to her sooner or later. And please don't bother to look shocked for my sake. I know what the Council is capable of far better than you do. The world doesn't need a slayer. The world needs a strong slayer, a slayer not beholden to the Council's agenda. A slayer," he said quietly, "With powerful friends. Who make her stronger. Who do what it takes. I wasn't in Sunnydale long, but it was long enough for me to know that."

"So that's it, then?"

"That's it. Only -- I'd as soon you don't tell anyone. About my involvement. The Council tends to get tetchy when my name comes up, and I wouldn't want to make things more difficult than they're certain to be."

"You mean, you're afraid Giles would kick your ass."

"Please," said Wesley, "I was fencing champion of my Watchers' Academy class. .."

"And if I ever need anybody to defend me with really skinny swords? You're my guy." She smiled, and offered him a hand. "Shake on it?"

"All right?" He eyed her strangely, but took her hand.

"Don't you tell anyone either," she said.

He frowned, "Tell anyone what?" He raised his hand and looked at the small blossom she had placed there. "Lethe's bramble. Oh sod. I apparently walked right into that one. What have I forgotten?"

She smiled. "Why you're here. How you got here. What we talked about. And when you go home, you'll forget you came here at all."

"Willow?" Wesley frowned as though her identity had just dawned on him. Looking around, he said, "Do I want to know, then?"

"Not in the least." She shrugged. "Even if I told you, you'd forget. Besides --" She tapped his shoulder and pointed at Fred. "You know, your lady has been over there memorizing the greatest hits of 1973 for way too long."

"Am I --?" he said, craning his neck to look at Fred, "Is she --? I'm here with Fred, then?"

"I think she really wants you to go to a movie. So take her. Who knows, maybe you'll fall in love."

"You're a funny one," Wesley said. But he kept watching Fred, as though intrigued by the suggestion. "Our business is done?" Willow nodded. "And I don't want to know?" She nodded again. "So split the check?"

"OK," she said. And before he called to Fred and left, she let him put a twenty on the table, even though neither he nor Fred had ever actually eaten anything. She felt bad about it, but then on the drive home she remembered. Proximity to Lethe's Bramble rendered the subject particularly suggestible. She tried to remember if she had said anything to Wesley that was likely to make much of a difference.