Rating:  PG for really, really brief violence

Feedback:  Yes, thank you.

Spoilers:  If you know what the chip is, you're set.

Distribution:   For now, here.  If you should happen to be interested, let me know.

Summary:  Willow experiences a wrenching loss, and Spike helps her through it.

Author's Note:  Takes place during late Season 4. 

Disclaimer: All characters are owned by Mutant Enemy (Joss Whedon), a wonderfully creative company whose characters I have borrowed for a completely profit-free flight of fancy.  Kindly do not sue me, please, as I am terrified of you.  Thank you.

Dedication:  For anyone who's ever needed a "Spike."


            The scene had remained unchanged for almost two hours.  In all that time she had neither moved nor spoken.  He continued to keep a silent, unseen vigil over the girl.  What could she possibly be thinking, coming here at this time of night?  Where was the Slayer?  He let out a tiny, unneeded sigh.  Why didn't anyone tell him anything?

            Looking back, he realized he should have known something was wrong.  He hadn't heard a word from the Slayer and her band for almost three days.  Chalking it up to a combination of their rudeness and his good luck, he'd merely thought of the interlude as a vacation.  Now, that silence seemed eerie - almost as eerie as the picture before him.

            It had been shortly after midnight when he had opened the door of his crypt.  Ambling across the cemetery, wondering blandly if he should stop by the librarian's just to annoy him, he had come to an abrupt halt.  Perhaps two hundred yards from him was a fragile-looking figure slumped near the ground.  No one but the Slayer or his fellow demons ever frequented the graveyard at night alone, yet this girl had ventured into what was almost certain death.  His curiosity was peaked.  The inky darkness of the hour obscured him from her view, but with his heightened vision he could see her perfectly.  Her face was turned towards the ground, but her red hair shining in the moonlight gave her identity away.  It was Willow.

            She was unnaturally still.  Even when it had begun to rain, she had never moved.  At first Spike had considered either continuing on his merry way or just marching up to the girl and bluntly asking her if she'd gone mad, but something about the aura surrounding her made him abandon both of these plans.  She was obviously alone and vulnerable.  At any moment she could have been attacked by a whole legion of fiends.  Had this been anyone else he would have thought she was simply stupid, but this one knew better.  That's what was so unsettling.  He decided grudgingly that leaving her was out of the question.  She'd be turned into a meal for something eventually, and the Slayer would have his hide.  Besides, she was perfect bait.  When some nasty thing crawled out of the shadows for a snack, he'd have the perfect excuse for a spot of violence.  At least, that was what he told himself.  Truthfully, the thought of her alone at night in the middle of a cemetery unnerved him.  He hated himself for thinking it, but he didn't want her hurt.  So he had decided to play bodyguard, at least from a distance.  Her posture told him not to disturb her directly.  Something, although what it was he didn't know, had obviously happened.

            The moon had traveled quite a distance through the rain-drenched night sky as he stood watch over her.  She was motionless as a statue.  He had almost been lulled into a trance-like stupor himself through his inactivity when it happened.  On the edges of his vision he saw movement.  Better be the Slayer come to collect the redhead, he thought in annoyance.  In a moment, however, he was sure that it wasn't Buffy.

            Three vampires were quietly stalking towards the girl.  He rapidly made his way forward, but they managed to reach her first.  He was close enough to see the expression on her face when she realized what was happening.  She simply raised her head and looked at them.  It seemed to take a great deal of effort.

            Before she knew what was going on, a black form leapt over her head and stood between her and her three would-be attackers. 

            "Clear off, mates.  This one's mine."

            As he'd hoped, this didn't stop them.  A massive fight ensued.  The first two were almost no challenge at all:  fledglings, probably on their first hunt.  Within seconds there were two piles of dust lying at his feet.  The third one was a different story.  After receiving a glorious black eye and any number of bruises, Spike finally managed to bring the intruder's head smashing down against a tombstone so hard that he was decapitated and reduced to a drift of fine sand.  

            "Well, that was fun," he said with some satisfaction as he turned back to Willow.  "Lucky I was here, weren't you?"

            She stared up at him mutely, her wet hair hanging around her face.

            "Would it kill you to show a bit of gratitude?"

            She blinked slowly, then managed to mumble "thanks."

            Yep, he thought to himself.  Something is definitely wrong.  Big, stinking wrong.

            "Um, Red, don't you think you should be getting your little non-Slayer behind back home?" His tone wasn't exactly polite, but it wasn't altogether unkind either. 


            The refusal was flat, lifeless, tired.

            "I'm not goin' to stay around here all night warding off demons for you," even if it is fun, he added silently, "especially since you've done everything but hang a free lunch sign around your neck.  Cor, you're not even armed.  What in blue blazes you doing here anyway?"

            She continued to look at him for a few moments, then her head resumed the same angle it had held for the last two hours.  He followed her gaze.  On the tombstone in front of her were the words "Alan Rosenberg, 1993-2001."  He suddenly realized he was standing on freshly turned earth.

            "Oh."  He shifted uncomfortably, carefully stepping off the upturned sod.  He never knew what to say in these situations.

            She continued to stare at the stone with a blank look on her face.  The rain had reached a tempest pitch now, not that she seemed to notice the torrents of water that were pouring over her hair.

            "Pet," he said quietly as he bent down beside her, "you'll catch your death out here." He immediately regretted his choice of words.  "You need to get out of this weather."

            Once again her green eyes met his blue ones.  Spike had seen pain before, but rarely anything as tortured as this.

            "Come on," he said, putting one hand on her shoulder to guide her to her feet.  "You come with me, then."

            She was listlessly obedient to him.  He led her back through the rows of graves to his own crypt.   It might not be the best setting for her at the moment, but it was the closest shelter around.  He swung the door open.

            "Looks like I get to invite you in this time."

            She entered the cold gray chamber and looked around her with the air of someone lost in a confusing dream.  She almost reminded him of Drusilla.  Perhaps it was this thought of his former love that brought out a certain protectiveness in him. 

            "You're soaked right through.  Probably cold, too.  Don't feel it myself."

He made his way over to a chest of drawers he'd scavenged from the dump and began to rummage.  Finally, he pulled out a plain white cotton shirt, black sweat pants, and a pair of socks.  

"Here," he said as he awkwardly shoved the bundle of garments at her.  "Put these on." 

She looked at him questioningly. 

"Slayer'll stake me if you catch pneumonia," he said by way of explanation.

Willow continued to regard him uncertainly. 

"They're clean, if that's what you're wondering." 

It wasn't until he saw a very faint blush color her cheeks that the obvious finally occurred to him.  "I'll wait outside."

A tiny wave of relief swept through her frame as she nodded her thanks.  Once again he swung the heavy door open, then shut it behind him as stepped back into the storm.  It had begun to thunder and lightning, and the wind was thrashing the tree branches violently.  Spike, lad, what are you doing, he asked himself.  Look at yourself.  You're out cowering in a storm like some stray dog.

It didn't take her too long to change out of her drenched clothes and into the dry ones.  For some reason, it was changing her socks that felt best.  Walking around in wet socks seemed to be the definition of uncomfortable.  When she had folded her clothes neatly and stacked them in the least dusty corner of the room, she quickly opened the door and let Spike back in.

"'Bout time," he said as he slammed the door on the cold rain outside.  In truth, she'd taken a lot less time than he'd feared.  The thought had occurred to him that she might not let him back in.  He had, after all, installed a heavy deadbolt on the inside.

"Well now, that's… better." he said, appraising her new attire.  Actually, the clothes were so large on her that she looked lost in them.  It would have been a comic picture if it weren't for the obvious pain on her face.  He hated being around women in distress.  Even in his old, pre-chip days he'd never enjoyed toying with his female victims all that much.  Tears just undid him completely and turned him into a sap.  He'd even let one weeping girl go free right in front of Drusilla once, knowing she'd never really forgive him for it. Willow wasn't crying, but her silence was somehow worse. 

He looked around desperately for something to do.  His first thought was to turn on the telly, but when he tried he found that the power had been knocked out by the storm.  Suddenly realizing that it must be very dark in here to the girl, he dug around under his bed and fished out a flashlight.  Amazingly, the battery wasn't dead.  He clicked it on and put it in her hand.  Her fingers were almost as icy as his.  He gave a gruff sigh, pulled off his leather duster, and flung it around her shoulders.

"Should warm you up a bit."

One of her hands reached out from the depths of the coat and clutched it around her.  She gave him yet another small nod of thanks and slowly sat down on his ratty couch, curling herself into a ball against its arm.  Miserable was the only way to describe her.

For a while Spike just stood behind the couch and looked at her, struggling with himself internally.  On one hand, he was a vampire, not her shrink.  Compassion was supposed to be completely against his nature.  On the other hand, no matter what he was "supposed to be," he just couldn't stand the thought of her lying there like that.  Although he hated to admit it even to himself, in all honesty she had always been decent to him.  He actually kind of liked the girl.  She was rather sweet in a non-demonic way. Finally, what Dru would have called his wishy-washy side won out.  He sank down next to her on the couch.

"Willow, are you alright?"

She glanced up with a slightly surprised look on her face. 

"Why would you care if I'm alright?"

"Didn't say I cared if you were alright.  Just asked if you were," he answered defensively.

That settled one question in Willow's mind.  She had been right:  he was starting to act more human.  She could have sworn for weeks that he'd been slowly starting to show signs of becoming…well…nice.  She knew he'd explode if anyone ever applied that word to him openly, but it was true.  Several times she'd come close to telling him what was going on, even more than with her other friends for some reason.  What was it about the fair-haired vampire that was so comforting at times?  She just couldn't figure it out, but there was no denying that he somehow made her feel, ironically enough, safer.

"I'm not alright."

He took a deep breath, swallowed hard, and asked the question he knew could make him the laughing stock of the underworld for the rest of his immortal life.  "What's wrong?"

Willow remained silent for a few moments.  She wasn't sure she was ready to talk about it.  Spike took the opportunity to look at her carefully.  She was very pale, her eyes were ringed with dark circles, and she looked as though she'd lost several pounds since the last time he'd seen her, which was only a week ago.  That, at least, was something he could fix.


Her eyes darted upwards quickly.

"That was a question, not a declaration, pet.  'Sides, you know anything living is off limits to me."

He walked quickly to the refrigerator, glad to have something to do at last.  "Not much in here edible for the likes of you," he grunted as he dug through stacks of blood-filled plastic bags in the darkened fridge.  Try nothing, he thought sourly.  Then he remembered Harmony's little addiction.  Good thing she was out visiting her ludicrous sire tonight.  He'd never even bothered to catch the idiot's name.  Just figured he had to be an idiot since he'd sired the brain-dead blonde.  He opened the freezer and grabbed her prize possession.  He'd just tell the twit that he'd had to eat it himself before it melted.

"Here we are," he said as he joined her on the couch.  "One gallon of Godiva Chocolate Raspberry Truffle ice cream."

"Thanks, but I'm not really hungry."

He looked stupidly at the container in his hands.  He must be a ruddy fool to think ice cream would have helped.  Even so, she obviously hadn't been eating.  It wouldn't do to have her collapsing.  A thought occurred to him, but if the others found out about his ridiculous secret… His eyes drifted back to the forlorn figure in the corner.  He had to do something, and he always found it soothing himself.


Surprise briefly glimmered in her over-tired eyes.

"What?  I am English, after all."  He waited for a response.  None came.  "I'm making you a cup.  You don't want to drink it, don't. Can't very well pour it down your throat, now can I?"

He filled two mugs with water and was about to shove them in the microwave when he remembered the power was out.  He rolled his eyes in exasperation. 

"Igneous," she mumbled.

Spike suddenly found the mugs in his hands were piping hot.

"How… oh, right.  Forgot about the witch thing." 

He plopped a teabag in each cup and brought them back to the couch.  She took a mug from him and wrapped her hands around it, warming them.  Silence fell again.  He decided the best thing to do was just wait.

Time passed and the storm outside continued to rage.  The tea grew cold in her hands, untasted.  It took him a long time to figure out what exactly looked so tragic in her posture.  It was the way she held her head:  like it weighed more than the earth. 

"Red, won't someone be looking for you by now?"

She shook her head slowly.  "They think I'm asleep in my room."

"Oh.  Right."

Her usually sparkling green eyes were frighteningly vacant, and Spike didn't frighten easily. 

"Willow," he said as gently as he could, which was surprisingly gentle, "why were you out there tonight?  You know what could have happened."

" I just had to come.  I don't think I can explain."


She slowly raised her eyes to his and realized that his expression wasn't mocking or cruel at all.  Genuine concern was mirrored in the pale blue depths.

"Who was he, love?"

She bit her lip.  It just hurt so bad.  "My cousin."

Spike nodded at her answer, the action gently urging her to continue.  He knew from experience that grief could become poisonous if you let it settle for too long without trying to vent it.  But her voice didn't come.  He tried once more to bridge the gap between the mourning girl and himself.

"Was it, you know, a demon?"

Her eyes briefly took on a strange look.  He couldn't tell whether it was sparks of anger or unshed tears that lit them up.

"Yes, but not the way you mean," she spat out suddenly. "Cancer."

The ugly word hung in the air like a rancid stench.  Spike was stunned.  He had assumed that it must have been some kind of supernatural attack that had claimed the boy's life.  That he could have dealt with:  just grab a stake or an iron spear or something, kill it for her, and give her some comfort that it was gone for good.  He'd never expected this. 

"Cor, love, I'm sorry."

"I didn't tell the others until… until it was over.  There wasn't anything they could have done.  I just went by myself to see him for the past few months and came home and cried, then cleaned up and tried to keep business as usual.  It didn't work though.  When I least expected it I'd have these mental flashes of what was happening, what I kept seeing, what I knew was coming…" Her voice was rising as she spoke, becoming almost a strangled scream.  "Why did this have to happen?"

There wasn't an answer he could give her.  She was in an agony of sadness.  He wanted to take away her pain so badly he was almost in tears himself.   Tentatively, he reached out and took the long-cooled mug from her hands and wrapped his fingers around her palms.

"Anything I can do to help?"

She squeezed his fingers tightly.  "You're doing the only thing anyone could now anyway.  I just…I don't want to be alone."

"Want me to go get Buffy or Giles or somebody?  Storm doesn't bother me, you know."

She gave him a weak smile of gratitude, but shook her head.  "It's okay.  I'm sorry for being so weak in front of you."

"Willow, your seven-year-old cousin just died of cancer.  You are not being weak by anyone's definition of the word, not even mine."

"I wish it would all just go away," she said in a voice so small that he was reminded that she was still quite young herself.

"I'm sorry, really I am."  He tenderly raised his hand and stroked her damp hair, pulling it back from her face.  She backed away from him as she realized the tears she had been silently shedding were no longer a secret.

"There's no shame in crying, love.  Not over something like this.  You go on, let it go."  He knew that she needed to release the pain that had been building up in her.

"But if I start, I won't be able to stop," she said, her tears flowing faster in spite of her words.  "It feels like I'll never stop."

He pressed her head against his shoulder as she began to let her grief come forth.  Within moments she was weeping uncontrollably, her frame shaking as her pain broke from her in waves.  She began to scream almost dementedly, pummeling her fists against his chest in a futile rage at the world that had allowed the small boy to suffer and die.  He didn't know what else to do but hold on to her and whisper soothing words to her.  After what seemed to be a long time, her gasping sobs began to slow down.  He had begun to rock her tenderly, ignoring the tears that were flowing over his own face.  Her rasping breath began to calm.  Exhausted, she gradually slid into a heavy sleep, her head still resting against the vampire's shoulder.

When Willow woke the next morning, she found herself still encircled by Spike's protective arms. 

"Morning," he said.  He had chosen to remain awake all night in case she needed him; however, she had managed to sleep soundly, probably for the first time in weeks.

"Morning," she replied, a bit embarrassed.

"How you doing?"

"A little better."  She stretched uncertainly.  There was still a lump of grief in her chest, but somehow she did actually feel as though she had the strength to keep going.

"Give it some time, love.  You're still going to have ups and downs for a while, though.  Just don't think you have to go through this mess alone.  You've got your friends and, well," he paused, "anytime you need, I'm usually about."

"Thanks," she said.  Then, in a rush, she blurted out, "Why are you being so nice?"

He considered his answer for a moment.  "Payback."

At that moment Spike's door, deadbolt and all, slammed open.  I go through more hardware that way, he thought, making a mental note to fix it before turning in that night.

"Have you seen…" Buffy curtly began, but stopped dead when she saw her friend still seated on Spike's couch.  "Will, where have you been all night?  I went over to your house this morning and your bed hadn't been slept in."

Willow didn't really want to talk about the previous night's happenings, and Spike read her thoughts perfectly.

"Let it go, Slayer.  She needed some down time is all."  He casually sauntered close enough to the blonde to be out of Willow's hearing.  "Take the hacker out to breakfast, will you?  Don't think she's et too well of late."

Buffy stared at him as though he'd gone out of his mind.  Was he actually being protective?  "Let's go, Will."

The redhead got to her feet, picked up her clothes from last night, and was about to leave when she suddenly wrapped her arms around Spike and gave him a fleeting hug.  "Thank you.  I'll get your things back to you later."

"Don't mention it," he said quietly.  "Seriously.  Don't mention it."

She gave him a tiny smile and nodded her understanding before going out the door.

Buffy lingered a moment longer, looking at Spike with a strange expression before saying in a puzzled tone, "I don't get it.  Why would Willow come to a killer to grieve?  You're about as bad as the disease that took her cousin."

For one moment, chip or no chip, Spike really did look fierce.  A low growl issued from his throat. 

"Let's get something straight, pet.  I may have killed, but the longest any of my victims ever suffered was a few seconds.  That was it.  What that child went through I wouldn't have done to my most hated enemy, let alone a seven-year-old kid.  I killed to live.  I never liked pain, including the kind she's got.  I was human once," he took a breath before finishing, "and you don't know everything there is to know about me.  Now get that girl some food before she drops over.  Couldn't get her to take so much as a swallow of tea last night."

"Tea?" she asked incredulously. 

He glared at her.

"Spike," she couldn't believe the words were about to leave her mouth, but, "thank you."

Shrugging dismissively, he motioned her out the door.  Once she had left, he sat back down on the couch and stared at nothing for a very long time.   The sun progressed through the sky until finally the red and orange tints of sunset coloring the sky outside his sole window told him night had come.  He picked his leather duster up from the couch where Willow had left it lying and strode purposefully into the darkness.  It took him only a few moments to reach his destination.

"Kid, you don't know me and I don't know you.  I figure if Angel got sent to the other place then there must be a heaven, too, so I'm probably not talking to myself.  I took right good care of your cousin last night.  She'll be fine, even though she misses you something awful.  Anyway, I figure you owe me one." He sighed in exasperation.  "Fine, you don't, but I'd like you to do something for me anyway."

He bent low over the grave, his hand resting lightly on the fresh dirt.

"My little brother Andy's up there.  Died same way as you did.  Tell him. . ." he sharply bit the inside of his cheek as a pain he always carried but didn't want to remember rushed over him, "tell him his brother Will still misses him."

He stood back up again, trying to gain control over his all-too-human emotions. 

"Just do that for me, will you?  And, Alan," his eyes took on a look of pained tenderness.  "I am sorry about you.  Really." 

On his way home for the day, he passed by the grave once more.  Gently, he took a single white rose out of the pocket of his coat and placed it on the headstone. Then he continued on to his crypt, repaired and locked his door, and turned in with feelings of grief continuing to ache around his unbeating heart.

When he awoke the next evening, he was startled to find, not one, but two white roses lying at the foot of his bed.  The deadbolt on his door was still locked.