A.N. This is kind of AU. It is set mid season two, except its all Human. Buffy and Co have not met Giles, Angel or Spike yet.

Chapter 1

Willow Rosenberg brushed her long, red hair back from her face as she stood at her locker, undoing her lock. This a creak the door opened, just as she heard her name being called by a very familiar voice.

"Willow, Wills!"

Willow smiled, recognising the voice as that of one of her best friends, Xander Harris. She turned and faced him as he emerged from the crowd, standing beside her.

"Xander, hey. How are you this sunny morning?"

"Willow, I worry about you sometimes. It's the first day back at school after Spring Break, what is there to be happy about?"

"Being back in the classroom, learning new things, feeling our knowledge growing, not to mention the knowledge that it isn't long until summer vacation."

"I'm with you on the last one, Wills, but you're on your own with the other ones."

"I suppose for you, it also lets you see your girlfriends every day."

"That is true," Xander admitted, a dopey grin crossing his mind when he thought of his lovely Cordelia. Willow coughed.

"Did you hear that they've finally replaced Mr Merrick?"

"Who?"

"The old librarian…was kind of old, kept forgetting where everything was."

"Oh yeah, that creepy old guy. Who is the new guy?" Xander asked, but Willow knew he was only asking to humour her; his mind was still fixed on Cordelia thoughts.

"I don't know, I haven't heard his name, but apparently he is English."

"Like from the mother land, England?" Willow's other best friend, Buffy Summers quipped, joining the pair. Willow nodded.

"Yep, hey Buffy."

"Wills, Xander' Buffy greeted.

"Buffster," Xander grinned, scanning the crowd for Cordelia. Buffy caught Willow's eye and rolled her eyes, and Willow giggled, pulling her books from her locker and pushing her locker door closed. The trio moved off down the corridor.

"So, what classes do you guys have now?" Willow asked.

"Geometry and I'm running late. See you in English." Buffy hurried off. Through the crowd, Xander and Willow spotted Cordelia.

"Cordy and I have history, I'll see you in English too, okay."

"Okay, Xander, see you then." Willow waved as he moved off, kissing Cordelia quickly, before they moved off. Willow bowed her head and walked to her computer programming class. It was her favourite subject, and it was taught by her favourite teacher, Ms. Calender.

Willow pushed the computer classroom door open and walked up to Ms. Calender's desk.

"Hello Willow, did you have a good break?" The dark haired woman asked, smiling broadly up at Willow

"Yes, I got kind of bored though. Xander and Cordelia did couple-y things most of the time, and Buffy spent a week up in LA with her dad, though she rang me every night. Mom and Dad emailed, they said that Paris was nice, and they were heading to Prague on Wednesday."

"Ms. Calender smiled sympathetically, mentally asking how it was possible for someone as kind as Willow to have been born to two of the most uncaring people on the planet. Willow moved to her desk in the front row, and switched her computer on as the rest of the class filed in, chatting amongst themselves and laughing loudly as they caught up on the latest gossip. Willow had no friends in this class, and the desk beside her was always empty, with no one wanting to diminish their social standing at the school by sitting beside 'that geeky Rosenberg girl.'

It was about ten minutes into the class when there was a quiet knock on the door. A tall, peroxide blonde boy walked into the room, closing the door behind him. He had deep blue eyes, pale skin, and prominent cheekbones. He wore a long leather duster, with a black t-shirt and black Jeans. He walked over to Ms. Calender and handed her a slip of paper. Ms. Calender took a curious glance at the boy, before taking the note, reading it. Willow's thoughts began to speed through her mind.

Was he a new kid? He had to be, they don't make them like that in Sunnydale, or at least, that's what Buffy said when she saw a hot guy. More often than not, she was right.

Willow's heart started to race when the boy started to walk towards her. 'Oh my God, he's coming over here. He's going to sit next to me. Of course he's going to sit next to me, it's the only free seat in the class, he has to sit here.' She mentally babbled. The boy sat down at the desk beside Willow, and Ms Calender followed him over.

"Willow, this is William, a new student. I'm sure you'll help him feel welcome at Sunnydale High. William, this is Willow, my star pupil. She'll get you caught up on the work in no time." The teacher introduced the pair, knowing that Willow wouldn't dare talk to someone like William without someone else initiating the conversation. The girl was just too shy to do that. Having gotten the ball rolling she went back to her desk. William took the opportunity to introduce himself properly.

"Was that as embarrassing for you as it was for me? Oh well, at least it wasn't in front of the whole class." He grinned. Willow's jaw almost dropped right down onto her desk. His voice, oh my God. It rendered her speechless, at least physically, which was still quite an achievement. She simply nodded in response to his question.

"I'm William, but my friends call me Spike." William said, and Willow felt herself blushing at the sound of his voice, his gorgeous English accent.

"Hi, I'm Willow, my friends call me, well, willow, or Will, or Wills, or Willster, or I'm just going to shut up now." Willow ducked her head, feeling her face go as red as her hair. Spike laughed, but it was a friendly laugh, not like Harmony's, or Cordelia's before she started dating Xander.

"I think I'll call you Red, if it's okay with you," Spike said teasingly. Willow grinned shyly and giggled, before turning even more red.

For that class, they were assigned into pairs, and naturally, Willow and Spike were together. She was amused by how little he new about computers, as she lead him through the basics, before she did the assigned task. It had been Spike's turn to blush.

"My old man, he doesn't approve of computers all that much, or any form of technology really." He explained.

"Oh, I don't think my parents do either, but they don't really care about what I do, as long as I get good grades and stay out of trouble." Willow said, a hint of sadness entering her voice. Spike flinched when he heard it, and made a mental note not to bring up the girl's parents. That was fine with him; he didn't like talking about parents either.

BtVS BtVS BtVS BtVS BtVS

Willow's next class was English, and she was excited that Spike happened to have English with her. They walked into the classroom, and Willow glanced at the seats where Buffy, Xander, and Cordelia usually sat. Buffy and Cordelia were both looking at Spike with, simply put, desire on their faces, as were most of the other girls that had seen Spike. Xander, however, was scowling faintly, obviously regarding the blonde as a threat.

Willow walked with Spike to the teacher's desk and introduced him to the increasingly balding Mr. Clarke. Spike showed the man his note from the office, and Mr. Clarke merely nodded his head.

"Ah yes, I see you've made friends with young Miss Rosenberg. You two can sit together with Miss Rosenberg's other friends, if you like," Mr Clarke said, "but first, you need to introduce yourself to the class."

Willow caught Spike's grimace and cringed sympathetically. Mr. Clarke was notorious for making his students do speeches and encouraged them to speak out in class and be opinionated. It was hellish for Willow, who liked to blend into the background, and hated public speaking with a passion, but it suited Buffy and Cordelia's more outspoken learning style. Willow went and sat in her usual seat beside Buffy, and in front of Xander, who sat beside Cordelia.

"Willow, who is the hot blonde?" Cordelia asked, leaning forward.

"New guy, he's from England, and he's in my computer programming class. Ms Calender paired us up."

"Go Wills, what's his name?" Buffy leaned into the conversation

"William, but he said I can call him Spike." Willow whispered as Mr. Clarke settled the class down.

"This is William Giles, your new classmate. I hope you make him feel welcome. Tell the class some things about yourself, William."

"Er hi. I'm William, but everyone calls me Spike. I'm from England, though you probably figured that from me accent. I've just moved to Sunnydale, my dad got a new job, and moved here with me and my cousin. That's really it."

"Thank-you Mr. Giles. Take a seat beside Miss Rosenberg," Mr. Giles said, before he turned ad began writing on the chalkboard. William walked down the aisle between the chairs and sat down in the empty seat on Willow's other side, dropping his bag onto the desk.

"How did I go?" he asked. Willow grinned at him

"Just fine' she said reassuringly.