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Dawn put her books back in her bag as the school bell rang, marking the end of the school day. Walking out of the classroom she bumped into Kit Holbum, a girl she had met on her first day at the rebuilt Sunnydale High.

"Hey, Kit." greeted Dawn, walking alongside her friend.

"Hey. What's up?" Kit asked, sensing her friend was less then happy.

Dawn glanced at Kit, smiling. "Nothing. It's complicated." offered Dawn, hoping to avoid the discussion.

"Okay, as long as you're sure." Kit said, shrugging. "You heading to that party later?" she asked.

"I can't. I've got somewhere I need to be." Dawn said as they reached the point where they would have to part. The two stopped, looking at each other.

"Gotta head home?" asked Kit.

Dawn laughed sarcastically, rolling her eyes. "No way. My house is getting way too crowded with all the Pote… um, guests." she explained. "I'm gonna go hang out at my friend's place for a while. See ya." said Dawn. She smiled and gave a small wave to Kit as she walked away. Instead of heading home as she had promised her sister, she walked towards one of the many Sunnydale graveyards. Specifically the one where Spike resided. When she got to his crypt she hesitated a second before deciding to knock first. The door opened and Dawn couldn't help the smile that spread across her face. "Hey, Spike."

The bleach blond vampire looked at the 16 year old confused. "Anything I can do for you, pet?" he enquired, not moving to give her access.

Dawn shrugged. "Just wanted to drop by." she said calmly, hiding her nerves surprisingly well. Just seeing Spike made her heart beat faster, though she had gotten pretty good at concealing her emotions.

Spike rolled his eyes, standing aside to let her in. He knew Buffy would probably have something to say about this choice but the youngest Summers sister was hard to say no to, Buffy would know that better than most. He closed the door as she entered, watching her settle herself on his chair. "Can I get you anything?" he asked halfheartedly, not really having anything to offer.

"Nah, I'm good." replied Dawn, smiling up at the vampire.

Spike sighed, grabbing a drink. "So, why are you really here?"

Dawn met Spike's eyes briefly before looking at the muted TV. "Too many Potentials at home." she murmured, a hint of sadness in her voice.

"Ah." Spike said, taking a swig of his drink. "Full house is getting you down."

"Something like that." grumbled Dawn. She noticed Spike tilt his head slightly and his eyes narrow in confusion. "It's nothing." Dawn said a little too defensively.

"'Nothing' doesn't usually come with a frown like that." observed Spike, placing his drink down.

"I frown like this all the time." lied Dawn, not wanting to talk to anyone about the recent… close call. The memory of Willow's spell hitting her flashed in her head. She recalled how scared she was. How could she possibly be a Potential? She wasn't ready. It was all too much. But when she encountered the Vampire at the school, she fell into the role. No longer did she feel like Dawn Summers: Constant thorn in her super hero sister's side. She felt included. Special. But when the truth hit her that the spell hadn't been for her, her whole world shattered. She put on a brave face and stepped down from the role that wasn't hers, but she felt devastated.

"We both know that's not true, but if you don't feel like talking that's your call." Spike assured her. He wasn't the type to interrogate a teen in a bad mood, especially one that was a Slayer's sister. "You know, you should head home because Buffy won't be pleased you stopped by here, and we both know who'll get the blame, don't we?"

"Buffy doesn't rule my life." insisted Dawn. "I can't be near them now. It's all about the First these days, and I'm not a part of that group." she added, staring sadly at the TV.

Spike smiled involuntarily, finally understanding what Dawn being there was all about. "You're as much a part of that group as anyone else. You may not be a Potential but you're one of the bravest and strongest people I know. You've probably already heard this but the fact that you were willing to give up the powers you thought you had in a heartbeat…" Spike paused, shaking his head slightly. "You're a hero, Dawn. Not being a Potential, or a witch, or a Demon doesn't make you any less special." he told her, flashing her a reassuring smile.

Dawn managed to smile back at him, not feeling entirely better about the whole 'almost a Potential' situation. However, the mere fact Spike had called her a hero and special was enough to give her a small confidence boost. Everyone always thought Spike was just an evil vampire, but they didn't see the Spike she saw. The Spike Dawn knew was a kind-hearted Vampire who'd do anything to protect the people he cared about. Which included Buffy, whether she liked it or not. In some ways, Dawn was jealous of her sister. While she knew that Buffy and Spike were over, Buffy was still the only person he ever thought about. She wished day after day the Spike would look at her the way he looked at Buffy. What started as a teenage crush had escalated into something dangerously close to love.

"Earth to Dawn." Spike said, clicking his fingers to get her attention.

Dawn blinked, snapping out of her thoughts and mentally cursing herself for allowing herself to think about her feelings for Spike while she was just feet away from him. "Oh, sorry. I was just thinking." she said, hoping Spike wouldn't guess exactly what she was thinking.

Spike smirked at the light blush that appeared on Dawn's cheeks. "Thinking about a guy I'd wager." he stated, making Dawn tense.

"What?" she squeaked, unable to control her voice. 'What on Earth gave me away?' she thought to herself, her heart now pounding.

"Going by that blush on your cheeks, it was an educated guess." he stated, his smirk not wavering. "Who is he then?" Spike asked, genuinely interested.

Dawn's blush deepened and her heart pounded in her chest. She doubted she could get away with lying, not while she was this nervous. "J…Just this guy I know." she stammered, standing. "Um, I should go home. You're right, Buffy might blame you. I'll, uh, see you around." she said quickly, hurrying out of Spike's crypt.

Spike watched in confusion as she left, standing and following her out. "Dawn?" he called, remaining at his crypt door. He didn't take his eyes off her as she ran across the graveyard towards her house. He turned, returning inside wondering what he had said to make her so nervous.