A/N : I must be crazy starting this fic now, that'll be three WIPs all at once again! This fic is way different for me since it's the first time that I remember ever trying to write Spuffyness in Season 2! Wish me luck, gang, cos I think I'm gonna need it...

Title : Beautiful Stranger

Rating : PG-13

Main Pairing : Buffy/Spike

Other Pairings : Willow/Oz, Xander/Cordelia, Spike/Drusilla

Summary : AU Season 2. Spike is so captivated by the latest Slayer he forgets his plans to test her. Buffy finds herself drawn to the new guy she sees at the Bronze who introduces himself as simply William.

Disclaimer : All characters and storylines that are recognisable belong to Joss Whedon and Mutant Enemy - I own nothing of interest to anybody! I also do not own the song Beautiful Stranger by Madonna, the lyrics of which I am using as chapter headings.

Chapter 1 - Some Kind of Beautiful Stranger

Spike walked into the Bronze, one singular thing on his mind, and that was the Slayer. He strode like the predator he was, the black leather of his coat billowing behind him despite the lack of breeze inside the building, the bright blue of his eyes so icy and cold like the demons heart should be, but what he did was for Drusilla, his precious black princess. Love for her was what spurred him on to nastier depths of evil, her adoration made him the demon that he was, but things were going to change so much, no man, no demon, could have predicted the situation this vampire would get himself into tonight.

He spotted her, the little blonde girl, a red-head girl to her right and a dark haired boy to her left, as she swung her hips and gyrated her body to the racket that was the latest popular music. Spike stopped walking for a second as his eyes fixed on his target, his prey. She was short for a Slayer, not much in the way of muscles on her, or so it appeared, but then this vampire knew better than to be fooled by an appearance of weakness. His own dark goddess, Dru, could easily look fragile and frail to a passer-by until she unleashed that demon of hers, then how the people would scream. But Drusilla did not feature in Spike's mind right now, only one thing did and that was the girl that seemed to dance only for him, despite the fact she was as yet, unaware of his presence.

Spike hadn't realised how long he'd been watching the girl until the song ended, the same one that had started just as he'd entered the club. He had meant to cause a stir outside, of the vampire-attacking-a-girl type scenario, but his plans had been quashed the moment he'd set eyes on his target. She was supposed to rush outside, fight the idiot vamp who'd taken Spike's instructions, so that the bleached blond could see how well this Summers bird fought. He needed to know. On Saturday, the Night Of St Vigeous, it was his task to kill her.

She had captivated him, utterly and completely, and he found himself rooted to the spot, his eyes fixed solely on her and her every alluring feature. And then without warning she was walking towards him, brushing her body against his as she slid past him towards the bar a few feet away.

"Soda, please" he heard her say to the barman and she soon had a glass in her hand. Why she held his attention like this he honestly couldn't say, some of it now was shock he was sure. The fact she'd drawn him in so much so that he'd abandoned his plan had him even more hooked on her than he had been just a moment ago.

"Hi" a voice pierced his thoughts and it was only as he blinked and turned that he realised the sound came from her lips, the Slayer herself.

Buffy was dancing to the rhythm of the music. The feeling in the club was electric, so many young people, so much life and soul. The Bronze held the future of Sunnydale, all the boys and girls that would become the men and women that would shape the town... if they made it through the night. There was a darker side to the town that Buffy and her friends knew only too well, but tonight, for a few moments anyway, it had been forgotten, as had school and the weasel of a principal and all other things that made teenagers sick with dread, fear, worry or hate. Tonight Buffy thought of herself not as the Slayer, but as an ordinary girl, a mistake she would possibly soon regret.

The song was almost over and Buffy wasn't wholly sorry, she was getting a little thirsty now. It was then that Willow tapped her on the shoulder and moved to whisper in her friends ear.

"That guy over there is watching you" she giggled to her friend who looked over Willow's shoulder and caught the eye of possibly the most gorgeous guy she had ever seen, with the exception of Angel, of course, she chided herself.

"He might be looking at you" Buffy shrugged, knowing damn well the bleached blond was indeed watching her and not her shy red-haired friend.

"Who's watching who?" Xander watched to know as he heard a little of the girls conversation.

"That guy" Buffy tilted her head slightly towards the beautiful specimen in question, trying not to make it too obvious, "Willow says he's watching me"

The song ended and Xander looked suspiciously at the man near to the bar. Checking out the Buffster was simply not allowed! Not on Xander's watch. Unless it was the young Mr Harris himself who was looking, or Angel because who in their right mind would want to hurt the feelings of a brutal killer? Or past killer anyway.

"I'm gonna go get a soda" Buffy smiled at Willow as she sashayed up the bar, deliberately walking by the blond who'd been watching her, brushing the side of her body against the front of his as she went. She could feel his eyes burning into her back and Buffy had to admit she liked the attention. She thought briefly of Angel, and how she probably shouldn't be thinking about other guys when she had him, but he wasn't around much lately and when he was all she got from him was demon-related info and maybe a kiss before he disappeared again.

"Hi" the sound of her own voice surprised her as she realised what she was doing, standing in front of this complete stranger smiling at him and batting her eyelashes.

"Hello, pet" he replied with a tilt of his head, eyes roaming her body and liking what he saw even better at close range.

"I don't normally just walk up to guys and start talking" she giggled slightly, "I just thought, y'know you looked kinda lonely..." Buffy trailed off finding his intense gaze took her breath away, and why was she suddenly feeling as ditzy as Harmony Kendall?

"I just arrived in town last night" he told her, and it was the truth, though he doubted much else that he said to her would be. It'd be easy enough to charm her it seemed, she was daft enough not to have noticed he was too pale to be alive, and she hadn't honed her senses enough to tell he had the demon in him. There was no reason why he couldn't use her apparent attraction against her, might even be fun.

"Yo Buff" the strange looking lad from earlier called as he appeared behind the Slayer, "Whatcha doin?"

"Talking" she said, giving him a look that meant he should leave quickly. He chose to ignore that.

"Who's your friend?" he asked, attempting to out-stare the bleached blond and failing badly. Buffy rolled her eyes at the childish behaviour.

"This is..." she stopped when she realised they hadn't even got as far as names yet. She looked expectantly at her 'new friend' assuming he'd fill the gap in her sentence.

"William" he said evenly, without a moments hesitation, "My name is William"

"Exactly, this is William" Buffy smiled, "And this is Xander, and I'm Buffy, good now we know everybody's name, maybe Xander should go" she said pointedly, making Spike smirk. He liked this girl already, she had something and not just because she was the Slayer either. It was shame he'd have to play her and eventually kill her really.

"See, Willow's all alone" she gestured, making Xander look, "You should go tell her thanks but I don't need anymore homework help right now"

"Why don't you tell her...?" the boy asked, until he was given a 'go or die' look from Buffy. Knowing she could easily pummel him if she so wished it, he left, but not without shooting Spike a nasty look first.

"God, embarrassing much?" the blonde sighed, "You think I'm a loser now, right?"

"On the contrary, luv" Spike told her with a sexy smile, "I like a woman who knows what she wants, and won't take crap from any bugger that tries to tell her what's what"

Buffy was reeling from the fact he'd called her a woman. He was older than her, she could tell, definitely not a High School kid. That was exactly what she was and yet he thought she was a woman. It gave her warm glow inside, especially the way he looked at her when he said it.

"So, you're new around here" she smiled.

"Yeah" Spike nodded, "Born in England but I've travelled all over since then. Like to keep moving, not one for settling down"

"Oh" Buffy made a little disappointed sound, "So, you won't be around here long?" she checked.

"Not sure, pet" 'William' shook his head, "See how things go. What about you then?" he asked, turning the conversation around, needing to dig up some info on this girl if he was going to bring her down, "You got family, apart from protective big brother over there?" he gestured towards Xander and Buffy laughed

"Xander is not my brother" she explained, "Just an over-protective friend. I really only have my Mom family-wise. My father wasn't the staying type"

"Been there, done that" William sighed, "My Dad was the same"

They shared a smile then, a moment of understanding and a weird sort of comfort.

From across the room Xander was not smiling, just glaring.

"Look at him" he sneered, "Who does he think he is? Stupid Billy Idol wannabe"

"Xander, breathe" Willow told him a she watched her friend and the new guy sit down on two stools by the counter, chatting animatedly about heaven only knew what.

"But it's so wrong!" the brunette protested, gesturing emphatically, "Did she forget she's dating Angel? She's cheating on Angel!"

"They're just talking" Willow pointed out, "That's not big on the cheating scale, and besides you don't even like Angel" she reminded her friend.

"That is not the issue here, Will" Xander protested, "And besides, if she's going to dump Angel and date someone new, shouldn't it be someone she already knows, someone she's already comfortable around? She did the handsome stranger thing already!"

Willow sighed and watched the bubbles floating around in her soda, as Xander continued to ramble about the badness of Buffy and her new 'friend'. It didn't seem to matter that she was there, she was practically invisible when the Slayer was within lusting distance. She didn't blame Buffy, not really, it wasn't her fault she was attractive to just about every guy they knew, from Xander to Angel to any random and currently nameless bleached blond guys in the Bronze.

"Xander?" she tried to interrupt, but even when he ceased talking his eyes were still fixed on the two blondes, "I think I'm gonna take off all my clothes and run naked across the stage for a while, okay?"

"Sure, Will" Xander nodded absently, not having heard a word, "You have fun"

With a heavy sigh, Willow hopped down from her stool, gathered up her books and headed for the exit. She checked and made sure her cross was in easy reaching distance along with a bottle of holy water. A girl shouldn't be out late at night in Sunnydale without protection. Looking in her bag instead of where she was going, Willow suddenly found herself crashing into someone coming the other way. She was almost knocked off her feet and definitely would've fallen down if the stranger she'd ploughed into hadn't got a hold of her and made sure she stayed up.

"You okay?" the mystery guy asked and Willow nodded dumbly.

"Er, yeah" she said eventually, "I'm... okay" she managed a smile and was about to try introducing herself when someone yelled behind her and took the young man's attention.

"Yo Oz, over here!" Willow heard someone say and with one final smile he was gone. She turned to watch him walk away, feeling sort of strange, but in a nice way. They way he'd smiled at her and checked that she was alright, it was just so... nice.

"Willow?" said a voice behind her and the red-head spun around so fast she almost fell down again. When Angel reached out to hold her steady she found there was no special little feeling that went along with the gratitude. Apparently that only happened when it was the stranger who was known to his friends as Oz.

"Angel, were you looking for Buffy?" she asked nervously as she remembered her friend was with another guy right now.

"Of course" the vampire smiled, "Why else would I be here?"

Willow laughed in an over the top manner, panicking that a fight would break out if Angel saw Buffy with another man, not that they were doing anything more than talking, at least not last time she looked.

"...because obviously I know not all the English people in America have to be related and the chances of you and Giles having a connection is like zero or possibly less but... but I've turned into rambley girl and you hate me now right?" Buffy couldn't believe how idiotic she must sound, but for some reason this man made her a little nervous. He was just so hot, and he wanted to talk to her, wanted to get to know her, it was all kind of weird, but in the totally nice way.

"Sorry, pet, what did you say?" William asked as he looked back at the Slayer.

His attention had been caught by a familiar feeling, one that meant someone he knew only too well had just entered the club, his grand-sire, Angelus. They used to get on, way back in the day, but Angelus was too fond of screwing up Spike's plans and he'd rather not have his cover blown by the evil git right now.

"You hate me now, right?" Buffy repeated, looking worried, "No guy wants to date chatty-girl"

"Nonsense, luv" William told her kindly, "I could listen to you talk all night, honestly" he lied, having heard only a few words here and there for the past half hour, "I just ought to be going is all" he said, getting up from his stool.

Buffy sighed heavily, believing this was it. William was going to leave and probably never come back, she'd blown it.

"You come here a lot?" he asked her and the Slayer wasn't certain whether it was best to say yes or no. Hanging out at the Bronze was considered something cool to do by many people, but if she hung there too often would that make her pathetic, because she had nothing better to do?

"Er, I'm here sometimes" she settled on eventually, "Why?"

"Hopefully I'll see you here 'sometime' then" he smirked before walking away, black leather duster sweeping out behind him.

"I hope so" Buffy smiled to herself as she watched him go.

To Be Continued...

A/N2 : Really hopes this works out according to the plan in my head. Methinks it's gonna get complicated trying to write Buffy and Spike falling in love way back in Season 2, but we'll see how it goes. Your opinions would be muchly appreciated at this juncture, so please do take the time to leave a review!