A/N: Thanks for reading! All will be explained soon enough, so bear with me! I feel like I threw in a lot of hints in this chapter, so you can probably guess whats up with Willow by the end of this chapter. Also, this is probably the longest I've gone without Spike catching on fire in a fic. That is a major feat!

A small sigh escaped Willow's lips as she burrowed herself into the covers. She was at the point where she wasn't exactly asleep, but wasn't even close to being awake and aware. She felt funny, which might be why she slowly drifted towards consciousness. The feeling was indescribable, but even in the state before alertness; she knew something had to be up. When she flipped over in the sheets, her legs became tangled in them and that was what really drove her to decide to go ahead and wake up fully. She huffed in annoyance as she tried to kick the sheets off. Of course by now she realized that the last place she'd been awake, she wasn't anywhere near a bed. Panic ensued and she thrashed around until she was off of the bed, and she nearly fell to the ground in a heap of blankets. She was still wearing what she had been the night before, that she was sure of, but the last thing she remembered was helping Spike prevent an avalanche in the Magic Box. Spike! Of course! He must know what happened between then and now . . . especially since I just woke up in his crypt.

That thought sent uncomfortable shivers down her spine. Spike himself had once mentioned that drinking blood could wind up being a highly sexual event, and for some vampires led to other . . . activities afterwards. The uneasiness she felt at that thought was more of because she hadn't remembered it, and because she was gay. Well, maybe. Willow was rather confused about her orientation now. She shivered when the sound of a deep chuckle reached her ears. She whirled around to see Spike rumpled like he'd just woken up. He was across the room, on the floor with a pillow and a blanket pulled over most of him. Only a small amount of his bare chest was visible, but it was enough to start up a blush in the witch's cheeks. He grinned at her, obviously aware of her confusion and discomfort.

"How'd you sleep, luv?" He asked her, sitting up and revealing the rest of his chest. She turned away and busied herself making the bed so she could avoid looking at him. She heard him getting up and couldn't help but cringe, but she heard the sound of clothing being slipped on and when she turned back around he had a shirt on, and was fully dressed. He tilted his head at her as she stared at him, wide eyed like a deer caught in the glare of headlights, and then she realized she hadn't answered his question.

"Um, f-fine. I don't exactly remember what happened . . . did we, you know?" She turned crimson as she stammered out her response. She couldn't help but flinch as Spike literally doubled over laughing. Willow glared at him until he stopped and looked back up at her.

"No we didn't shag, ducks, you were unconscious and that's not my style, now that bloody poof Angel on the other hand – "

He didn't have a chance to finish his sentence because Willow rolled her eyes and cut him off. She really didn't want to hear about fun times with Angelus at the moment. "Ok, so what happened?"

Spike furrowed his brows slightly and did another one of his signature head tilts. "You really don't remember do you? Well here's what happened in a nutshell, you were being a pain and distracting me, so I fell over some freaky witchy cauldron and then you opened it and something made you fly across the room and slam into the table, then I carried you here, and was a gentleman and slept on the floor. That leaves us here." He crossed his arms and leaned back against the wall, searching the witch's face for a reaction.

She must have hit her head pretty hard because Willow couldn't remember a thing. Her face must've shown how clueless she was about what happened because Spike chuckled lightly at her. He ran a hand through his bleached hair and asked, "Well you must've hit your noggin harder than I thought, eh? I'm certain that old fart Rupert won't be pleased about the state of his shop," Spike commented with a grin. His voice always had a sneering quality whenever he said any variation of Giles' name. Willow couldn't figure out why the two Brits hated each other so much. The mention of his name brought everything back about what she had been doing there in the first place.

"Oh! Giles! I forgot to bring him his books! Crap!" Willow looked around almost frantically for her bag. Whenever she forgot to do something the Scooby Gang always figured something was up, and she honestly couldn't have them all snooping around with what she's been up to. Giles had already yelled at her once for using black magic too much, but if he knew what was going on with Spike now, he'd be dusted and then Willow would feel bad. What is this thing with Spike now? It's like at times we are on friendly terms, like now, but then he'll go and bite me and make me think very not-gay thoughts. Willow shook her head, refusing to think about it. She was way too baffled. After gathering all her stuff, she turned around to look at Spike, where he hadn't moved from where he'd been leaning. As if unconsciously, she made a move to give him a hug, but he held up both his hands, indicating that was a bad move on her part.

"Whoa, Red. Hold it down; you don't want a repeat of last night do you?" He sighed when she looked at him wide-eyed because of that comment. "Biting you? Jeez, don't get your knickers in a bunch. Now sod off; I've got stuff to do." He motioned for her to head to the upstairs part of his crypt and he followed suit. He was hungry and it was making him grumpy. Not like his damn animal blood did much to satisfy his craving . . . it wasn't like witch's blood. Willow paused at the exit to his crypt, watching him as he went to vamp face while drinking some blood. She couldn't image why he was still hungry, it felt like he was about to drain her dry yesterday night.

"Thanks, Spike," was all she said as she left, but she felt like it was probably enough. Her back was to him as he nearly choked on the blood he was drinking. Nobody ever told him thank you. It didn't matter what he did, nobody thanked him. Ever. He shook his head and couldn't keep a small smile off of his face. The slamming of the crypt door brought him back to reality and he sighed. He liked his alone time, but he enjoyed Red's company most of the time. The way she rambled reminded him of Drusilla, a sane, human version though. Placing his blood back in his fridge, he walked across the room to turn on his TV and wait for the sun to set. He didn't forget his trusty vodka though. His feelings were still hurt by Buffy continuing to blatantly reject him. The things she said about him . . . they hurt. Growling because of his temporary weakness, he gulped back a huge swig of his drink and settled into his chair to watch Passions.

It was just past nine o 'clock when the bells on the door to the Magic Box jangled and everybody inside turned their heads to watch the redhead scurry inside. Anya was back behind the cash register, counting her money before the start of the business day, Xander and Buffy were enjoying a box of donuts and some coffee, and Giles was casually sipping tea and examining the cauldron Willow had tripped on earlier. Oh crap! We opened it! Giles is gonna be pissed! She thought as she grinned broadly at everybody in the room and called out a greeting. She settled into a chair and Xander handed her a coffee. She raised her eyebrow at him.

"It's decaf, I swear. We know how much of a spaz caffeine makes you," Xander said with a grin. He was dressed in his construction clothes since his shift started in an hour. Willow stuck her tongue out at him, but thanked him for the coffee. "Hey, what can I say, I'm the money man around here," Xander commented and both Buffy and Willow looked sheepish for their lack of jobs. Giles ignored them for the moment; he was busy being appalled by what ended up in his shop. This cauldron just looked evil, and he hadn't even received the books from Willow.

"Willow, are you alright? You never brought by my books," Giles was concerned. Willow was always the level-headed one, but lately she was lacking in that capacity. Willow was busy taking furtive glances at the cauldron, relieved to see that the chains were wrapped back around it and it was locked up. She had Spike to thank for that. He was really nice when he put his mind to it. She'd have to start going out of her way to be nice to him too. It has nothing to do with how hot you think he is right? Willow's inner voice asked her and she nearly blushed in the middle of the shop. Not only because of how she finds Spike attractive, but also because that thought came with a plethora of not so tame ones. She was so not feeling like herself today.

"Oh! Well you see, I had them all picked out, but I thought I heard something rooting around in the alley and had a case of cowardice and ran away, but here's your books," She explained as she picked up the large, heavy stack of them and plopped them down in front of him. She figured her excuse sounded legit.

"Want me to do a sweep around here tonight, Giles? That might explain why the shop was so disorganized this morning. Maybe something broke in?" Buffy asked, concerned for her friend and the possibility that some demon-y types were loitering outside the Magic Box. "Maybe you need a 'no loitering' sign or something."

Anya looked appalled. "No! Those scare away customers! It makes us seem unfriendly, and I very much want their money." Xander rolled his eyes at his now capitalistic girlfriend.

"Well Anya it's nice to see where your priorities are. Buffy, a patrol around this block would be an acceptable addition to your nightly graveyard patrols. And thank you, Willow, although I had planned to try to schlep through some of this last night, but that's alright. Now I can have Anya work on her customer service abilities." Giles said with a light smile. Willow nodded and gathered up her bag, and as she walked out the door she called out that she was going to class. The last bits of conversation were of an offended sounding Anya asking what was wrong with how she treated the customers. Still feeling unlike herself, Willow wandered down the sidewalk on the way to her killer organic chemistry class. It was going to be a long day.

It had been a long day. Spike had run out of alcohol about two hours ago and let out his aggression on his crypt. It was a disaster zone at the moment. His chair was over-turned and had stuffing ripped out the side of it, broken glass littered the floor from empty liquor bottles, and then he even found his old Buffy shrine and finished destroying it. He only felt marginally better, and even that faded when he realized he would have to clean it all back up again. "I'll just wait til I nab some more booze, then I might feel up to it, or passing out on the sodding floor," Spike grumbled to himself as he went downstairs to find his leather duster. The sun was to set in less than ten minutes, and he needed to head over to Willy's and pilfer some of the good stuff, or if he was feeling nice, he might pay for it.

Once the sun set, he was on his way out his crypt door and down to the bar. Spike was even considering a game or two of kitten poker. Why couldn't he ever fall for someone who felt the same towards him? Cecily, Dru, and now the bloody Slayer? What the hell! It's like he enjoyed torturing himself with these gut-wrenching, mind-stealing, one-sided lovers.

"Dammit!" He yelled and kicked out at a nearby streetlamp. It screeched from the force of his kick and for a moment he thought it was going to fall. When he figured it wasn't, he turned his back on it and walked to the bar, now with a slight limp in his sore foot. A god awful racket soon followed and he sighed in irritation as the lamppost fell onto a nearby car. He covered his ears with his hands as the car alarm began to go off. As the owner of said car rushed out of the store he'd been in, Spike stealthy crept away, while the owner screamed a long list of interesting profanities.

Smiling to himself, Spike pushed open the doors to the bar and headed straight towards a barstool. He ignored the angry glares and murmurs about his traitorous nature. They couldn't pull anything here, and knew if they did that he would gladly beat them to a bloody pulp. The vampire sighed in contentment as he guzzled down a beer, and it wasn't the cheap, nasty stuff. Willy may be a little nancy-boy, but he sure knew where to find the best.

Willow's feelings of unease were finally at a peak. She just felt so completely off. It was like coming down from a magick high. There was some part of her that was practically screaming out in frustration. She felt so pent up. She had to be the perfect academic student, the wonderful best friend, the helpful book and computer girl for Giles, and Buffy's little Slayerette sidekick, oh and not to mention not allowing the magick to overrun her life. She was the dependable Scooby, Old Reliable, and she was sick of it. Smiling unnaturally wickedly, she rose from her floor that was littered with books, and she went towards her closet. It took a full sweep of it, but she finally found the pants and boots she'd worn when she had to pretend to be her evil vampire self. She'd lost the shirt a while ago, but she easily found a plain black tank top.

Dressing quickly, Willow then exited Buffy's empty house and walked down the street, intent on trying out one of the new dives in town. Buffy always said it was the low class version of The Bronze, which was continuing to be quite a trendy spot. Where she was headed was more of a spot that Spike would possibly turn his nose up at. It was rave central, and magickal to boot. She'd heard a few dark arts groupies talking about it at The Magic Box the week before. Apparently some warlock guy sometimes shows up, even though he usually remains in his cloaked place somewhere in the bad side of Sunnydale. Willow had heard all sorts of tales about him. He intoxicated witches with powers that she couldn't even fathom.

As she hurried past one of the demon bars in town, she didn't catch the leather clad man being tossed out until it was too late. Her eyes picked up on movement to her left and before she could react, an extremely pissed off and drunk British vampire crashed into her and knocked them both to the ground.

"Watch where you're going, you bint!" He yelled at her, his words slurred. Willow smiled slowly at Spike. Her inhibitions were practically gone as it was, so she had no filter to her thoughts she usually kept locked up. She'd always found Spike attractive, you'd have to be blind not to. Sure he used to be horribly terrifying, and now he was sometimes a jerk, but that didn't stop her tonight. Heaving the wasted Spike to his feet, she shoved him roughly against the wall and used magick to pin him there. He struggled for a bit before actually realizing who actually had him pinned in the alley.

"Red? What the hell are you doing?" He asked her, bewilderment evident in his tone. She was not acting like herself, and the outfit she had on was something Buffy wouldn't have even left the house in, and that was saying something. Spike certainly wasn't complaining. The leather pants were doing wonders for her figure, and he wondered why he'd never noticed how attractive she was. Maybe it was the alcohol talking, but he suddenly found the witch even more fascinating than usual. Deep down he knew something had to be wrong with her, but with her body pressed up against his, he couldn't exactly form any sort of protest.

She grinned at him lazily, like a predator that knew its prey wouldn't be escaping anytime soon. In this case, it didn't want to. Spike was about to say something else, trying to maintain his gentlemanly actions towards Willow, but she stuck a finger on his lips, an order for him to hush. He complied. When she pressed her lips against his, he didn't notice the strange flickering going on in her irises. It was like there was a fight for dominance going on inside the witch's body, and one side was obviously beating down the meeker side of Willow. He completely forgot his train of thought as their kiss deepened and lost the tame quality it had just moments before. Willow unpinned him, and he took advantage and flipped her around, pressing her back against the brick wall. Soon enough, Spike couldn't contain himself and his demon was starting its own fight for dominance. His eyes flashed between blue and yellow and he was ready to bite into her exposed neck. Finally giving in, his face transformed into that of his demonic side and he snarled, detaching himself from the kiss, and bit her. It ended up in a non-lethal part of her upper arm. He chose it because of the easy access and so as to not kill her. When he tasted her blood, it wasn't right. It tasted different than usual, and he wasn't having any pain in his skull at all. Her blood was tainted with the taste of pure . . . evil. With a puzzled expression on his face, he pulled back, making his face normal again.

He stared down at the redhead who still looked ready to jump him and he couldn't help but ask, "What is wrong with you, pet?" Willow was the least likely to turn evil in his opinion and it was just bizarre for it to happen so quickly. "Look, let's just get you somewhere else; you can stay at my crypt as long as you promise to behave." She smiled up at him, feigning innocence. She had no intentions of behaving, but he didn't need to know that. Once it got to the vampire, it would have to fool her friends and lay dormant so they wouldn't expect anything being amiss. After that, it would gain access to the dark arts books locked up somewhere in The Magic Box and Giles' place, then show the idiot humans just what it was capable of. With a content sigh, Willow's arm linked through his and they slowly wandered towards Spike's crypt. They were both intoxicated, him on booze and her on power.

Buffy passed the two during her nightly patrols, but she thought nothing of it and had no idea it was them. She could tell when her friends were around, almost like her Slayer senses could detect those she considered close to her. She only caught a brief glimpse, but the way they were clinging onto each other, it made Buffy even blush that they were doing that in public.

"I swear, some of the people in this town are so trashy," she said with a sigh and a shake of her head.