DISCLAIMER: This is a derivative work. All BtVS characters and concepts belong to Joss Whedon, Mutant Enemy, Fox Television, and others. Additional characters and ideas are the property of Davis/Panzer, Marvel, DC Comics, MGM-UA Worldwide Television, Gekko Film Corp and many, many others.
SUMMARY: A challenge response - What if Willow knew she was gay before she met Buffy? And everyone else in Sunnydale knew it also? How different would the Buffyverse really be? A Re-envisioning of BtVS Seasons 1-3. (Not a crossover)
RATING: T (For violence, adult themes and a potential F/F relationship)
WARNING: If you have problems with Willow as a lesbian before Season 4, and sub-text involving Buffy makes you cringe -- you might want to skip this fic.
SPOILERS: Seasons 1-3 of BtVS.
DISTRIBUTION: Ask first please.
Author Notes: Feedback always welcome. This first chapter has been split into 3 parts for the sake of managability (It was getting a bit long). See the end of Part I-C for any additional info.


The New Girl - Part I-A.

Willow sat on the cement bench, staring off into space, her peanut butter sandwich slowly hardening into inedibility in the warm spring sun. She'd been looking forward to this morning for days. During one of her nightly forays through the school's unprotected computer systems she'd stumbled across a list of new students. She'd been fascinated by one name in particular - 'Buffy Summers'. And it wasn't just that she was joining the sophomore class mid-year.

There had been something fluffy, almost cheerleaderish about the name. It brought to mind pom-poms and B teen movies. She'd always had a thing for cheerleaders, those paragons of high school sexuality, though she would never admit to it. She'd spent days wondering what this new girl would be like. Would she be another Cordelia? A cruel, spoiled ice queen? Or something different?

Her day had begun in its usual fashion. Her mother had dropped her off in front of the school on her way to the airport, headed for yet another conference and leaving her at the mercy of her father's cooking and his attempts at father-daughter bonding for the next few days. She'd been in too much of a hurry to grace Willow with one of her usual attempts to bolster her daughter's self-image, sparing her one of her mother's 'I'm proud of my gay daughter' speeches. For which Willow was very grateful.

Tearing off a small piece of crust, she sighed before popping it into her mouth. It was great that, after a decidedly rocky start, her parents had accepted her decision to come out. She knew just how lucky she was. But the constant gay pride speeches and their other attempts to be very supportive were over-compensation, in Willow's opinion. She just wanted to be treated like she was normal. Or at least as normal as it was possible to be as a teenage lesbian in a conservative college town like Sunnydale.

By the time the morning bell had rung, it had become clear that she wasn't the only student who'd found out about this new student. Before being distracted by one of Xander's juvenile antics, she'd already heard at least a dozen rumors to explain the girl's appearance in Sunnydale, each one more outlandish than the last. And she wasn't sure but she thought she might have caught a brief glimpse through the crowds of a cute, small, blonde girl entering the school.

The rest of her morning had quickly careened downhill from that point. Somehow, in what she could only take as a bad omen, the new girl had ended up being sucked into the orbit of her childhood nemesis, Cordelia Chase. And any chance she might have had to make a good first impression to this new infusion of blonde cuteness into Sunnydale High had been thoroughly destroyed by Cordelia's cruel remarks about her clothes and sexuality when she'd had an unfortunate encounter with them between classes.

When she'd made the decision to come out the year before, she'd approached it like she did everything else in her life, slowly and methodically. Researching the subject as much as possible before doing anything, long before taking that terrifying step, she'd gone to a lot of trouble to appear as non-threatening as possible to her peers. She'd had no wish to become the freshman class's token target for gay bashing. But she hadn't wanted to hide who she really was. It was bad enough that most saw her as one of the resident class nerds.

And, in her opinion, the easiest way to avoid that had been to appear as normal as possible and try not to shove her presence in everyone's faces. So, instead of following in the footsteps of the few angry and marginalized lesbians who stuck out among the upper classmen at Sunnydale High, she'd taken her cues on how to dress from her mother, a very intelligent, if sometimes distant, woman who'd managed to infiltrate and prosper in the rarified male dominated field of psychology. And she liked to think that she'd mostly succeeded. Her coming out at a Sunnydale Gay Pride parade had resulted in a nine day wonder but when she didn't behave any differently than she had for years she was left alone by most of her classmates.

The small exception had been Cordelia and her sheep, and their male entourage. Which hadn't been all that surprising. Cordelia had made it her mission in life since grade school to make Willow's life as difficult as possible. If she tried really hard, she could remember in great detail the events that had started it all. Shaking her head in remembered anguish, Willow tried to put that out of her head and think of other things.

She regretted not having had a quick retort ready for Cordelia that morning. The new girl had looked at her with what she assumed was pity. Willow wasn't sure if it was directed at her clothes or the bitter verbal abuse spewing forth from Cordelia's mouth. But either way, being the subject of pity was not something she was interested in.

Before Cordelia could really attack her she'd shrugged it off and tossed a quick grimace in the girl's direction. The girl had given her a confused look at her acceptance of Cordelia's harsh words and Willow was sure she'd felt her eyes on her as she made her escape down the hall to her locker.

And that was it, as far as Willow was concerned. She was sure the girl would become just another member of Cordelia's 'court', something she couldn't even hope to compete with. She morosely took another bite of dried sandwich and continued to stare blindly at nothing.

--- --- --- ---

Grabbing her lunch out of her locker, Buffy sighed and followed several other students similarly armed out into the sun in search of a place to eat. She couldn't wait for the day to end. On top of the nightmares that had disturbed her sleep since they'd moved to Sunnydale the week before, she hadn't appreciated the lecture her mother had given her that morning in the presence of her little sister. Dawn was already upset with her over the move and losing her friends. Buffy didn't think she needed any additional ammunition in her quest to make her older sister's life miserable as payback.

And then there was the school librarian. She wasn't quite sure what his thing really was. She wasn't expecting to have an old looking book about vampires shoved in her face on her first day at her new school. Avoiding him whenever possible was now on her list of very important things to do. Sunnydale was her chance to get away from vampires and some English guy wearing tweed, no matter how hot he seemed, wasn't going to ruin things for her.

Once in the Quad, the other students scattered to places unknown, leaving Buffy standing there in the bright sun. She looked around in search of somewhere she could eat her lunch and process the morning's events. From the smirk on her sister's face when their mother had handed over her lunch Buffy was sure there was a surprise or two of the Dawn sort waiting for her in the paper bag. If she were lucky it would at least be edible, but from prior experience with her sister's lunch experiments she didn't have much faith in that happening.

Squinting against the bright light, her eyes came to rest on a small figure sitting alone on a bench in the sun. It seemed like a prime spot for lunchtime basking and she wondered why there was no one else there. Stepping close enough to identify the bench's occupant, she froze for a moment in indecision. It was the redhead from that morning; the one Cordelia had gone out of her way to attack when she'd been showing Buffy how to get to the library. She'd found out later that morning that she was one of the students on the tutor list she'd been given by the office along with her class schedule. She'd been only marginally surprised at the coincidence. Too many things had happened to her in the last year for her to believe in them.

At one time she'd been intimately familiar with Cordelia's type. In fact, she was sure that if she were still the same person she'd been the year before she could have challenged Cordelia for her position among the school's socially elite and won. And people smart enough to be tutors would have definitely been on her own loser list back when she'd made every effort to be as shallow as Cordelia appeared to be. None of the names on the tutor list had jumped out at her when she'd first looked at it that morning. Several of her new teachers had enthusiastically recommended Willow Rosenberg when she'd made an effort to ask their opinion. She really hadn't wanted to attract their attention so early on, beyond just being another new student, but attending classes had been so low on her list of priorities those last few months at Hemery that she'd felt very lost in her new classes and she'd been compelled to ask for help, if only to show her mother that she was at least trying.

Looking at the other girl for a moment, she figured, after Cordelia's behavior, that it would require some heavy groveling on her part to get any help. But, she thought, taking a deep breath, if I can fight skanky vampires I can certainly ask a cute nerd for help catching up with my classes so Mom won't ground me. Squaring her shoulders, she headed towards the bench.

--- --- --- ---

Willow noticed her standing there almost immediately but pretended to be oblivious to her presence. Ignoring her even as she sat down at the other end of the bench, placing her lunch bag delicately between them. After their brief morning encounter she couldn't think of any reason that the other girl would join her on the bench. At least not any reason that would be in her favor, she grumbled to herself in her head. She was careful to not show any awareness that she knew the other girl was watching her. She'd taken more than enough Cordy-abuse for the day. Maybe if she ignored the girl she would go away?

The situation seemed ready to go on forever, but glancing at her watch between random bites of apple, Willow was surprised to see that it had been only five minutes since the other girl had appeared. She sighed resignedly, put her apple down, and looked over at the girl.

"I'm not moving." Willow told her in her most emotionless voice.

"Huh?" Looking up from her own lunch, the other girl glanced over at her in surprise.

"I'm eating my lunch." Willow told her. "I'm not moving." she repeated.

"I see that." the girl answered, looking very puzzled, an expression Willow reluctantly conceded to herself verged on overdoing the cuteness. "Why would you move?"

"You're hanging out with Cordelia." Willow told her, as if that explained everything anyone needed to know. At her continued confusion, Willow added "She's not going to be too happy you're sitting so close to the 'nerdy lesbo stalker'" Repeating one of Cordelia's favorite insults, Willow was rather proud of her ability to mimic Cordelia's snarky tone, though her usual audience consisted of Amy, Xander, and Jesse.

"I thought she was just being mean!" The girl gave Willow a wide-eyed look.

"She was just being Cordelia." Willow corrected, shaking her head and grimacing at the apple core she now held. "Just enough truth so you can't argue with the rest of it."

"So, which part is true?" the girl asked, taking something sandwich-like out of her lunch bag and examining it with a doubtful expression. "Kind of looking for some nerdiness here. The stalker thing is kind of icky, though I guess some people might like that over-inflated bimbo brunette look Cordelia has going for her. Five minutes with her was enough for me." She shrugged dismissively.

Willow stared at her blankly for a moment. This was certainly not how she'd expected the conversation to go. This girl seemed a bit strange, even for Sunnydale. "Umm..."

"You aren't a nerd, are you." She commented dryly. Willow thought the girl looked vaguely disappointed at the thought. "Was kind of hoping for some help catching up with my classes. You are Willow Rosenberg, aren't you?" She asked.

"Yes." Willow acknowledged. She raised an eyebrow at the other girl.

"Oh. Sorry." She held out her free hand. "I'm Buffy Summers. Everyone says you're the person to see about the tutoring thing." She added with a small smile.

"Oh!" Willow was surprised at the warmth of her smile and cautiously relaxed before smiling back at her. This was something she could certainly help with. "Sure. If you need some help with your classes, I can do that."

"Great!" Buffy answered, squirming in an apparent attempt to make herself more comfortable on the bench.

Willow watched her curiously for a moment before asking, "When did you want to get together?"

"Would tomorrow after school be too soon?" Buffy asked, as she started to take hesitant bites from her sandwich.

Willow's answer was interrupted by the sudden appearance of Xander and Jesse, excited about something. When she'd finally deciphered what they were trying to tell her, about some dead guy in the girls locker room, she noticed Buffy had managed to slip away. Not that she blamed her. They could be a bit much when they got going.

Unfortunately Willow hadn't been able to confirm their study session for the next day. Looking around, she thought she spotted Buffy headed towards the gym but she couldn't be sure because an annoyed looking Cordelia and her sheep were blocking her view.

"Wasn't that new girl here?" Xander asked her suddenly, waving his arms around.

"She was..." Willow told him, shaking her head before reaching into her bag for the rest of her lunch.

"So, are you going to introduce me..." Receiving a glare from Jesse, Xander quickly corrected himself. "I mean us... to her?"

"Kind of hard to do that when she isn't here." Willow muttered to herself before answering loudly. "Okay... the next time I see her and you are around, I'll introduce you."

"Great!" Xander said, seemingly unaware of the small glare she was sending his way. Shaking her head in frustration, she gave up and put the remaining uneaten pieces of her lunch away. Mumbling a quick goodbye, she got up and headed to her first afternoon class ahead of the bell.

--- --- --- ---

Buffy picked at her dinner. She hadn't been very hungry lately but tried to eat enough every night to avoid attracting her mother's attention. Her mother had become obsessed with getting her gallery off the ground since they'd moved to Sunnydale and didn't have a lot of time to spend cooking. But, although she wasn't the best cook, she was good at making Buffy's favorites, so it wasn't too onerous a task. But that wasn't enough to take her mind off of her day.

Even though it had been interrupted, the high point had been her brief conversation with Willow at lunch. There had been something about the redhead that had Buffy hoping they could become friends. If she'd even talk with her again after she'd snuck away from those annoying boys. She thought Willow might have called them Jesse and Xander but she wasn't too sure about that. She hadn't stuck around to be introduced once she'd figured out what they were saying. Stupid boys, Buffy muttered under her breath, still annoyed at them.

"Buffy?" Her mother interrupted her thoughts.

Buffy looked up guiltily. "Yes?"

"Is everything okay?"

"Yes. Why?" She asked, before hastily scooping up a few cheese covered noodles and putting them in her mouth. Her mother just shook her head in reply and Buffy sank back into her thoughts.

Things had definitely gone downhill after lunch. She knew enough about being a slayer to know that it would be impossible to avoid the occasional vampire. But she'd really hoped to get through at least her first week in Sunnydale without encountering any. She'd even gone so far as to stay in at night and not explore the town.

Seeing the dead guy in the girl's locker room had put an end to that hope. And that Giles guy, who'd claimed to be her new watcher, hadn't done much to help. Even though she'd told him that she was retired, he'd grilled her about what she'd seen when she'd investigated the locker room, as if doubting her competence.

Throw in an encounter with Cordelia at the end of the day that was sure to have her reputation in shreds before Monday and things couldn't possibly get much worse.

"Buffy?" Her mother interrupted her thoughts again.

"Yes Mom?" She looked up from her plate to see her mother looking at her with some concern.

"Did you find anyone to help you catch up with your classes?"

"And is it a cute boy?" Dawn asked hopefully.

Buffy frowned at her sister's comment; only answering with silent prodding from her mother. "Cute? I guess. If you're into that sort of thing. A boy? No."

Dawn wrinkled her nose at the vague answer but Buffy had no interest in expanding on the subject. Her sister's voyeuristic interest in her life might be considered normal sisterly behavior by her mother but that didn't mean she had to help her out. Her sister might not agree but her life wasn't a soap put on for her benefit.

"Mom? I'm done. Can I go now?" Buffy asked, trying to sound mature.

"Me too!" Dawn echoed.

Her mother gave her plate a quick glance before agreeing. "Okay. Are you still going to that club tonight?"

"Yes."

"Okay. Don't stay out too late, you still have school tomorrow."

Buffy grimaced at the reminder but nodded in agreement. "Okay Mom!" She picked up her plate and took it into the kitchen. When she finally made it to her room Dawn was already sitting on her bed, waiting for her.

"Out!" Buffy told her.

"No!" Dawn pouted. Not having any desire to have an audience while she changed, Buffy pushed her resisting sister towards the door.

"Mom? I accidentally locked Dawn in the attic and lost the key! You don't mind, do you? We can slip her food under the door!" She shouted before shoving her sputtering sister out of her room. "Go away!" She hissed at her.

"I want to watch." she whined, trying to get back into Buffy's bedroom.

"No." Buffy told her firmly before shutting the door in her face. She wondered if any other slayer had ever had to deal with a pest like her sister.

--- --- --- ---

The heavy beat of drums drew her into the club. Stopping just inside the entrance, Buffy instinctively scanned the darkened room for exits and any potential threats. Feeling a slight twinge in the pit of her stomach, she knew there was at least one vampire somewhere nearby. Looking through the smoke in the dim light nothing stood out among the teens gathered in the club. It was possible that the creature she'd avoided in the alley on her way to the club had followed her here. If so, she was quite willing to get rid of a blood sucking stalker.

Looking towards the bar, Buffy noticed the phenomenon she'd seen at lunch once more in action. For some reason, there was a large clear area around the small table Willow Rosenberg was sitting at. She must be really lonely, Buffy thought to herself, stopping at the bar for a drink before heading in her direction, telling herself that it was in her own best interest to check up on Willow and make sure she was okay.

An unhappy nerd was very unlikely to be much help with the tutoring she needed, she thought. And besides that, Willow just seemed to give off a comforting friend vibe that attracted Buffy. It had been a long time since she'd had someone her own age to really talk to. Burning down a school building tended to have a negative affect on the number of people willing to be friends. Or at least the ones she was willing to associate with.

--- --- --- ---

Willow picked at the small bowl of very salty nuts. She'd grabbed them off of the bar while waiting for the bartender to bring over her 'Virgin Mary' and now she knew why the bowl had been full. She'd been carefully nursing her drink for an hour in the hope that Xander or Jesse would show up like they'd promised. It had been a strangely stressful day and she felt the need to unwind.

Willow suppressed the urge to do something dangerously out of character, like drinking something actually alcoholic or dancing in public. She wasn't sure what she really wanted to do but she'd even settle for listening to Xander and Jesse crudely dissect Cordelia's sheep as they paraded around the club dispensing their 'blessings' to the fashion impaired.

She almost jumped off of her stool when she felt something pressing into her right shoulder. Turning around, she say a small, delicate hand resting lightly on her shoulder, the point where it touched her bare neck tingling slightly. Following the hand up the attached arm to its owner, Willow stared in surprise as Buffy, with a nod in her direction, hopped onto the seat next to hers and placed her glass on the table.

"Hey!" Buffy said, apparently noticing Willow's expression.

"Hey..." Willow mumbled in response. She tried to not stare at the cute blonde, tilting her head down and hoping her hair covered her face enough to hide her blush when Buffy winked at her.

"This seat isn't taken, is it?" she asked.

"No." Willow told her, sighing. "I was sort of expecting Jesse and Xander to show up. But they must have better things to do." She mumbled, hoping her disappointment wasn't as obvious as it felt.

"Those were the guys at lunch?" Buffy asked.

Willow nodded glumly. "We usually hang out together."

"So, they left you to fend for yourself?" Buffy asked, raising an eyebrow.

"They have a hard time being seen with the class lesbian. Sometimes." Willow told her morosely. "That whole teenage boy sexual insecurity thing is hitting them really hard right now." She frowned in thought for a moment. "They're afraid of the competition. At least that's what all the books say."

"Oh." Buffy was silent for a few minutes. Taking a sip of her dark drink, she grimaced in annoyance.

"What's wrong?" Willow asked tentatively.

Buffy shrugged before giving her a half grin. "The bartender seems to be immune to the power of my blondness" she grumbled good-naturedly. "Diet Coke I can get at home for free." She gave Willow a look and asked her, the amusement evident in her voice, "He's not gay is he?"

"And I would know this how?" Willow asked, confused.

"Umm..." Buffy shrugged again and Willow could almost see the wheels turning in her head. "Can't you pick one of 'your people' out in a crowd?"

"My people?" Willow's voice squeaking in surprise, not sure how to take the comment. If it had been Cordelia she would have known how she was supposed to react, but Buffy was the one who'd sought her out, and not just once.

"Yeah!" Buffy winked at her and Willow relaxed, only realizing at that point that she'd been tensed to run away. "Don't gay people give off some sort of 'gay vibe'?"

Willow groaned, taking a big sip of her own drink and thinking for a minute before answering. This was not a conversation she'd expected to have nor was she prepared for it. She tried to put her answer in terms the slightly ditzy acting blonde could hopefully understand. "If you saw a bunch of girls standing in a hallway... could you pick out the cheerleaders?"

"Sure!" Buffy answered, a puzzled look on her face.

"And how do you do that?" Willow prompted gently.

"They dress like cheerleaders?" Buffy told her before taking another sip.

Putting her elbows on the table, Willow covered her face in her hands and sighed. She ran through the things she knew about Buffy in her mind, wondering if getting to know her was going to be worth the effort.

"Hey!" She felt small hands gently prying hers away from her face. She opened her eyes to find herself staring into the concerned hazel eyes of her companion. "You were supposed to laugh at that."

"Funny and I are somewhat acquainted, Buffy." she told her, shaking her head at the blonde. "That wasn't even in the same room."

"Will you still tutor me anyway?" Buffy gave her what she assumed was meant to be a pleading look, though the slight twinkle in her eyes ruined the effect.

"As long as you stop trying to be funny." Willow told her, shaking a finger at her in mock annoyance.

"Promise." Buffy grinned at her. "I won't attempt to dazzle you with my wit. I'll save it for those who really deserve it."

Willow frowned, wondering for a second about the menacing tone she thought she heard in Buffy's voice, before going back to her drink.

--- --- --- ---

They'd been idly chatting for a while, Willow telling her about some of Xander's more memorable escapades and giving her opinions about some of the Sunnydale High teachers, when Buffy became aware of a feeling at the back of her neck as if someone or something was watching her. Looking around, she spied a familiar face looking down at her from the dim upper level of the club.

"Damn it." she muttered, putting down her drink.

"What's up?" Willow asked.

"I need to go talk to someone for a minute." Buffy told her. "Don't go anywhere. I'll be back before you have a chance to find someone funnier to talk to."

"Okay..." Willow answered hesitantly, obviously not impressed at this new example of Buffy's sense of humor. Buffy smiled encouragingly at her and squeezed her free hand before hopping off of her stool. Not in the mood for a confrontation so early in the evening, she slid through the crowds, avoiding several vampires she detected on her way towards the stairs she'd spied when she'd entered the club.

"Do they teach you how to blend in like this at Watcher school?" She asked in amusement when she reached the place where Giles was standing. In the library he'd looked cute, if a bit old. Here, on the balcony looking out at the dance floor he looked very out of place. "Any vampire that sees you is going to know you aren't one of us."

"You need to understand how serious this is." He told her, ignoring her comments. "And if I have to destroy my ability to enjoy music by hearing this noise in order to do it I will."

"I do take it seriously." Buffy protested. "I'm talking to you aren't I? When I could be doing something much more fun."

"Can you tell me how many vampires are in this building?" He asked bluntly. "You should have sensed them the moment you walked in the door."

"Who do I look like?" She grumbled. "Spiderman?"

"You need to be better than Spiderman." He told her. She stared at him, slightly shocked that he'd even understood her comment. Merrick had completely missed any of her pop culture references. Not that she would admit it but she wouldn't have been familiar with such things herself if Dawn hadn't gone through a superhero phase the previous summer.

She decided to humor him for a minute. With an extravagant gesture, she leaned over the railing and looked out at the teeming mass of teens, dancing as if their lives depended on it, in search of vampires. "There's one!" She pointed at one of the vampires she'd spotted earlier on her way up the stairs.

Not seeing any others that she hadn't already spotted, she happened to look down and, almost directly below where they were standing, she could see Willow, obviously uncomfortable, shying away from some creature dressed in ragged black leather and goth makeup that was leaning very closely into her space.

"Crap!" She muttered.

"Did you see another vampire?" Giles asked hopefully. She gave him a disdainful look.

"You mean besides the three out there?" She pointed out the other two to him and shook her head. "I'll be back. Don't get bit."

She hurried down the steps and back to where she'd left Willow.

"Aren't there any puppies you can frighten?" Buffy asked the strange girl, sliding casually between her and Willow. There was so little room that Buffy found herself squashed up against Willow to avoid touching the other girl. She could feel Willow shaking; she couldn't tell if it was from fright or anger. She reached behind, and grabbing Willow's arm, pulled it around her own waist in a possessive manner, raising an eyebrow disdainfully at the girl she was facing.

When the other girl looked like she was going to object to Buffy's interference in whatever plans she might have had for Willow, Buffy glared at her in warning. Using a combination of the look she'd perfected back in her haughty Hemery days and one she'd developed to scare her nosy sister, Buffy aggressively stepped into the girl's space. She visibly wilted under Buffy's glare before slinking off into the crowded club.

Still holding onto Willow's hand, Buffy quickly turned around. "You did want to be rescued, didn't you?" She asked nervously. "She seemed a bit too butchy for you."

"Yes." Willow pulled her hand away, blushing in what Buffy assumed was embarrassment at needing to be rescued. "I'm not really into the whole monosyllabic communication thing."

"Huh?" Buffy stared at her, not quite sure what she'd meant.

"I do like girls." Willow told her.

Buffy could sense some frustration in the way she said it. "I kinda got that." She replied, looking for her drink on the table for a moment before giving up with a disappointed sigh. She hadn't really wanted the thing anyway.

"But I kind of like them to be able to talk, using real words and not just grunt." She grimaced. "And I'm not so much into the goth look." She vaguely waved at her own clothes.

"Guess I'll need to tone down the blondness around you then." Buffy told her blandly. "If you still want to tutor me after I've interfered in your social life." She frowned, wondering what she'd said to make Willow blush even more. "Who scares away the trashy types normally?"

"Scares them away?" Willow gave her a confused look.

"You know..." she nodded her head in the direction of the departed example of bad taste, wisely refraining from further comments.

"Oh!" Willow looked up from her drink. "Xander usually does that. He has this whole anti-tough girl magnetism going for him." She smirked at some inner thought. "Actually, it seems to scare away any girl he likes."

Poor guy, Buffy thought, trying not to laugh. "You'll have to introduce us." She giggled. "Assuming he's cute."

"Why?" Willow looked puzzled.

"To see if I'm immune to his charms also."

"Okay..." Willow gave her another strange look.

"Why yes..." Buffy gave her a mock serious look. "I am blonde, and damn proud of it." She tilted her head to the side and looked at Willow "But I prefer to be called quirkily cute, not clueless and strange."

"Oh." Willow frowned again, and Buffy hoped she hadn't come on too strongly. "You'll probably like Xander. He was one of the guys at lunch. The shorter, louder one."

Buffy nodded. "And the other?"

"That was Jesse. He has a Cordelia fixation but other than that he's usually pretty stable." Willow told her. "For a guy anyway."

"Okay." She suddenly remembered she'd promised Giles she'd be back. Looking around, she caught a quick glimpse of him still standing where she'd left him. Sighing, she looked at Willow.

"I've got to go check on something again." she said, reluctantly getting up again. "Oh..." She could hear Willow's disappointment clearly in her voice and made a quick decision.

"And since you obviously aren't safe here by yourself..." She waved away Willow's protests. "You can come with." She grinned at Willow. She wished she'd thought of this earlier. Giles wouldn't be able to go all watchery on her if Willow was there. She grabbed her hand and, still ignoring her protests, pulled her out of her seat. "Have you got anything better to do?"

"No... but what if Xander shows up?" She protested weakly.

"Do you always sit around waiting for him?" Buffy asked, arching an eyebrow.

"Yes... sometimes." Willow admitted.

"Well, this time you won't be." She headed towards the stairs. "He'll probably think you went home." She paused for a moment, a foot on the first step, and grinned back down at Willow. "And tonight... tonight you're spending an evening hanging out in the land of blondness." Buffy shuddered internally. She really needed to burn off some energy. That was laying it on a bit thick, even for her. But she really didn't want to leave the one friend she thought she'd made alone when vampires were prowling about. Even if it made her seem kind of ditzy.

"Come on. I know just the place. You can keep an eye out for Xander, just in case he does show up. And you can point out anyone else you think I should know about." She pulled Willow along in her wake, stopping when they reached Giles. She shook her head at Willow's obvious surprise at seeing him there and winking at her, made a quick motion for her to be quiet.

"Hey Giles!" Buffy spoke loudly over the music. She grinned when he jumped, pulling his attention away from whatever he was engrossed in.

"I see you've found something to read." She shook her head at the piece of paper he was holding in his hand. "How'd you manage that here? The Bronze? This is the first time I've been here and even I know it's not exactly a library." She grinned at his obvious annoyance. "You've met Willow, haven't you?"

"Miss Rosenberg? Umm... Yes." He gave her an inscrutable look.

"She's waiting for a couple friends. I thought she would be safer up here. She can look for her friends from over there." She waved at the railing and started pulling Willow towards it.

"Hello Mr.Giles." Willow mumbled as they passed him. Noticing her confused look, Buffy turned to Willow. "I'm helping him with some research for extra credit." At Willow's disbelieving look, she shrugged. "It wasn't my idea."

"Nor mine..." Giles muttered.

"What kind of research?" Willow asked, looking back and forth between them, Buffy could almost see the wheels in her head turning as she tried to figure out why the new librarian could possibly need any help from Buffy.

Buffy looked around desperately for inspiration, her eyes falling on the band on the small stage below. "Music!"

"Music?"

"Yes. Music." Buffy waved at Giles to expand on it. From her brief exposure to him so far she figured he could use enough large words to fool even Willow.

"Y..yes..." He stuttered, removing his glasses and studiously cleaning them. "A publishing company..."

"In LA." Buffy threw in, cringing internally at Giles' affronted expression at her interruption.

"In LA," he repeated, "offered to update the library's collection of modern music."

"And he needed somebody who's actually listened to music since that Prince guy." Buffy winked mischieviously at Willow. "Cause, our Giles?", she patted his arm in a faux patronizing manner, "He thinks they stopped making music twenty years ago."

She giggled once more at his expression before joining Willow by the railing. "Do you see them?" She asked.

"There's Jesse!" Willow told her, pointing him out. "Cordelia must have just shot him down. Again." She shook her head with a laugh.

"I thought you didn't like her?" Buffy asked, puzzled at her amused tone.

"Oh, we're enemies from way back." Willow confirmed. "But Jesse should know better. He grew up with her too. But he's been following her around for weeks like a sad puppy." She snorted, leaning over further and looking at the dancers. "He just doesn't get that she isn't going to do more than laugh at him."

"Oh." Boyfriend dynamics she understood. But she'd never had any close guy friends like Willow appeared to have in Xander and Jesse and didn't quite know how to react to what she was hearing about them.

"Xander and I have a bet going. He doesn't think Jesse will ever get it. I give him till the end of the year." she looked at Buffy in the dim light. "We'll see."

Buffy shook her head. Willow's relationship with her friends seemed a little strange.

Willow looked back at the crowds below them. "He's gone!" She looked around for a few minutes. "He doesn't usually give up so soon. I wonder where he went."

Buffy looked around also and noticed one of the people giving off vampire vibes earlier was also missing. She hoped Jesse's disappearance at the same time was just a coincidence.

"Damn." She muttered under her breath, coming to a quick decision. "Hey Giles?"

"Yes?"

"I think I've changed my mind about that other thing." She told him, hoping he would catch her meaning.

"Other thing?" He gave her a puzzled look for a second "Oh. That."

She turned to Willow "Duty calls." She grimaced. "I'll be right back." She reached over and squeezed her hand where it was resting on the railing. She quickly headed towards the stairs. Before going down the steps, she turned back and told Giles, "Keep an eye on Willow."

"What?" Willow watched, a confused expression on her face.

"Quite right." Giles answered.

--- --- --- ---

Not quite sure what was really going on, Willow turned towards him. "Mr. Giles?" she asked curiously.

"Yes?" He'd pulled the piece of paper back out of a pocket and was attempting to read it in the dim light.

"Why are you really here?"

"Buffy is helping me research popular music." He told her nervously, repeating their earlier excuse.

"Sure she is." She gave him a skeptical look. She was about to say something more when he muttered something that sounded very rude and British under his breath before shoving the slip of paper back into a pocket. Noticing him looking out at the dance floor, she looked in the same direction and was surprised to see Buffy leaving the Bronze. But that wasn't the part that appeared to have caught his attention. He seemed to be focusing on a strangely dressed man who was following her out.

She was even more startled when he headed towards the steps. "Where are you going?" She demanded, not really wanting to be left alone.

"Buffy... umm... I'll be right back." He told her. Ordering to stay there before rushing down the stairs.

Looking back over the railing, Willow watched wide-eyed as he exited the Bronze through the same door Buffy had used just a minute before.

"What's going on?" She grumbled, her mind quickly going over everything she'd seen and heard since Buffy had sat down next to her earlier. Unable to draw any reasonable explanation to the obvious mystery from the little information she had, Willow decided to follow them and headed down the steps towards the same exit intent on finding out what was going on.


Continued in: "The New Girl" Part I-B