Disclaimer: I do not own anything related to the Buffy the Vampire Slayer series. Just borrowed the characters for this story.

Spike lit his cigarette, staring at the red-haired witch before him as she paced the length of his crypt. He'd woken up to find her there, worrying her bottom lip and staring at him with her too wide eyes.

The moment she opened her mouth, he held up his hand. "Hang on there, pet." Reaching for his duster, he pulled out the box of cigarettes he'd gotten the night before, tugging on his duster, and sighing as the witch approached him warily.

"I don't know what to do, Spike."

His brow lifted before he exhaled. "Yeah, well, that's not really my problem now, is it?"

She blocked the exit as he moved towards it, her eyes staring at the floor that so easily showed the space between them. "Please, Spike. I just-"

"You just what, Red?" he asked before taking another drag. "Just want help from Spike now that he's not a real threat to you?" An angry smile twisted his lips as the witch looked away. "Why don't you go ask your best friend, the Slayer, instead of coming down to my crypt?" Her eyes shot up to his before looking down again, but he'd seen the tears there and he was the one to look away as his voice softened a little. "What do you bloody want from me, Red?"

"They-they're scared of me," she whispered. "I can't, can't even use a simple locating spell without them asking me time and again if I'll be alright. I've done it before," she said, watching him flick the ash off his cigarette. "It's not like a spell that small can make me lose it."

Silence hung between them as he crushed the cigarette beneath his boot, blowing the smoke in her direction and shrugging. "Shouldn't this be what you tell them?"

She shook her head and gave him a tired smile. "They're so scared now that they keep leaving me alone. Even Giles goes to another room when we're stuck looking for answers in the texts he keeps." Willow waited as he pulled another stoge from the box, taking an involuntary step back when he leaned towards her.

"You're lonely."

She opened her mouth, wanting to deny it, struggling to find the right words so that he'd understand why she was there, in his crypt, reaching out to talk to him about something that not even Tara, her girlfriend could grasp. It hurt more than she expected to see the fear in everyone's eyes when she so much as stepped into the room. Xander, her childhood friend, cringed before smiling at her and asking if she wanted some tea. The world needed help, and Willow wanted to do her best to assist, but with the way everyone looked at her, she wasn't sure what she could do. Not even Oz, her ex, had ever looked at her that way, even before he became a werewolf.

Staring at the blond vampire, Willow let out a calming breath and gave a small smile. When Spike took another step forward, she stepped back again, gasping when she felt the cold stone trap her as he placed one hand against the door by her head.

"Wh-what're you doing?" she asked, trying to find the handle of the door as he leaned in, smiling at her.

"This is what you wanted, right, pet?"

"I-" Willow shook her head. "No, Spike, I just-"

"What is it, Red?" Spike asked, taking another drag from his stoge as the witch's cheeks turned a bright pink.

"You're not scared of me."

"Oh," he said, eyes brimming with amusement, "is that it, then?" Taking a long drag, he reached for the door handle Willow had failed to locate and shrugged. "I'm not exactly fond of magic, either, Red."

She barely caught herself as he opened the door before stepping out, exhaling and stretching as the night wind stirred.

He couldn't help but roll his eyes when he heard her running to catch up, falling into step by his side. "Look, it was fun talking and all, but you really don't plan on following me around all night, do you?"

"W-why not?" she challenged. "I can handle myself."

He stopped and waited for her to look at him before speaking very slowly. "So you're abandoning the scoobies to follow me around?" At her shrug, he sighed. "I can't really have you ruining things for me, Red, and with the get-up you have on, even if I were to murder a child's family, there wouldn't be a drop of fear to him. Why don't you run to your little girlfriend with her perfectly matching floral skirts and magic-loving ways?"

"Why do you have to be so mean?" she asked, tilting her head to the side. "All you really do is go to Willie's, right?"

Annoyance laced his tone as he stared down at her, "Yeah, since it's the only place I can find some blood to drink now that this stupid chip is in my skull."

"Well," she said, giving him a small smile, "I can go there with you and pretend to drink." His snort didn't lower her spirits in the slightest. "Do you think they have cranberry juice?"


"Oh." He started walking again and she ran after him. "That's fine, water's good, too."

All he could do was curse as she walked by his side, wearing a beige cardigan and a floral skirt that went down to her knees. Her red hair was as short as ever and she tucked the same stray locks behind her ear time and again. His lips curled down into a sneer as he checked the empty cigarette box before tossing it, unable to wrap his mind around how bright and cheerful the witch was even as she followed him to the bar.

They didn't match in attitude or style, yet she kept a small smile on her face as they walked and he decided Willie's would definitely not be the one place he stayed tonight. There was something strange in the content manner she carried herself and even if he couldn't hurt her, he could remind her he wasn't a simpleton or her best friend who she could unload her worries on just to continue being as happy as ever afterwards. The chit had to grow up.

"I'm not paying for you," he muttered as he pushed the door open, relaxing a little as rock music and the sound of a cue smashing into the balls greeted his ears.

Many of the patrons waved as he entered and he nodded in acknowledgement, walking straight to the bartender and ordering his drink before sitting.

Willow sat next to him, leaning closer as she felt eyes on her. "Well, this place is, um, friendly."

He glanced at her from the corner of his eye, lifting the drink towards the bartender before downing it. "Go home, Red."

She frowned at him and waved to the bartender who turned to give Spike a questioning glance. "Hi, do you have cranberry juice?"

Spike groaned. "Please, Red, go home before you embarrass me further."

Willie laughed. "Why, sure we do, little girl. Would you also like a lollipop? I'm pretty sure I have some in the back if you'd like to come look."

Willow got up, looking at Spike smugly as Willie gave her the best smile he could in the dark room, but Spike pushed her back onto the stool.

"Just give her the damn juice."

The bartender didn't look as happy as he had a second ago, but did as he was told.

"What was that about?" Willow asked, confusion written across her face.

"Shut up and drink your stupid juice, Red."

She reached for the cup as Spike ordered a bottle of whiskey and she took carefully measured sips as the silence between them intensified. Not exactly sure what to do, she put down the empty glass and waved at Willie who took his time to get to their spot.

"I'll have a red wine sangria, please."

Spike scoffed. "Is the little witch trying to drink now?"

Willow laughed, "Come on, Spike, don't you want a drinking buddy?"

When the bartender came back with her drink, he watched curiously as the girl took a decent swallow, lifting a brow when she shook her head and grimaced a little.

"Was that little thing too strong for you?" he asked, pouring himself another shot of whiskey and downing it, not wanting to admit that he hadn't really tried to keep her away.

"No," Willow lied, "I just haven't had it in a while is all."

Half an hour passed in near silence before she started giggling nearly uncontrollably, ordering her sixth drink, before glancing at Spike and breaking into another fit of laughter.

"You know," she said, struggling to form the sentence, "I've always thought you were really mean, but you're not, really." A hiccup escaped her lips and she covered her mouth with both her hands, laughing and hiccupping as another glass hit the table.

Spike looked away as he lifted the glass to his lips once more. There was something different in the witch tonight and he could hear it in her voice, but he couldn't tell what it was. As far as he could tell, she was having a decent time getting plastered by his side. That wasn't something the goody two-shoes did, though. "How long have they been ignoring you, Red?"

Green eyes settled on him, the smile still on her lips. "Too long."

He didn't say anything for a moment, swirling the liquid in the glass.

"Why come to me?"

Her hand wrapped around the glass and dragged it towards her. "Because you understand the fear, Spike." She downed the drink before reaching out and cupping his cheek, "I remember someone once saying that many people suffer from the fear of finding oneself alone, and so they don't find themselves at all."

His lip curled as he pulled away. "I'm not scared of being alone, witch. If you've forgotten, I've been alone for a long time, even when Dru was around."

"Oh, Spike," Willow whispered, leaning closer to him, "but you've been scared the entire time. That's why you lash out the way you do." She placed a finger on his lips to keep him quiet, her green eyes suddenly clear of the alcohol induced glaze. "You still haven't found yourself, have you?"

"Alright," Spike snapped, standing and tossing a bill on the table, telling himself he'd get her to pay him back later as he grabbed her by the elbow. "It's time for you to go home."

She stumbled along behind him as he half-dragged her out of the pub and down the street. Willow clung to his arm as she struggled not to fall, attempting to keep up with his brisk pace, trying to remember how many drinks she had as another giggle passed her lips.

She was too drunk to realize just how angry she'd made him, but that did nothing to settle the raw emotions storming through Spike. Memories swamped him as he led her down the familiar neighborhood and he wanted nothing more than to toss her into the street and hear her scream before he dug his fangs into her neck.

He did his best not to remember all the nights where he'd stare at his sire while she spoke to the dolls, completely forgetting that he existed and others where, in his need for the attention only a sire could give, he followed Angelus.

No matter what he did, the two would do nothing more than kick him to the side when they weren't too busy playing games with his head. Admittedly, it took far too long for him to get his bearings and leave it all behind, his thoughts far more twisted than he'd ever imagined possible when he'd lived as a human poet. To him, torturing and killing were as natural as breathing and eating were to those like the witch and her friends.

"Spike," Willow said, her voice uneven. She tugged on his arm and he turned with a snarl, wanting her to do more than cringe upon seeing his fangs. Her hand went up to his face and he grabbed her thin neck, wanting to hurt her for making him remember so many awful things while this drunk. He might not be able to hurt her physically, but he'd get her back for this. "I'm scared, too, Spike."

"Shut up." He let go of her neck and turned away. "Tell that to someone who cares, witch."

Slowly, Willow placed her hand on his arm, gently tugging on his duster until his blue eyes met her green ones. "I don't want to be alone, either." She stood there, staring past him as images of her friends, and even of Tara, living their lives peacefully filled her mind. "The others are leaving me behind and telling me not to use magic." She tried smiling, but there were tears in her eyes and her voice was barely more than a whisper as she asked, "How do you not go crazy since you can't hunt humans for blood?"

"I get drunk or get into fights. Usually both." Spike shrugged, trying not to notice how close the red-haired girl was to him. "Everyone's got things to deal with, Red. I'm not going to hold your bloody hand just because you're scared and your girlfriend's being as dense as the rest of the damn scoobies."

She moved towards him and wrapped her arms around his waist, hiding her face in his chest as the tears fell. He shifted awkwardly and leaned in more, hoping that would keep him from pushing her away, laughing as he stumbled back until he hit a tree, using it as a means of support.

"Watch it," he said, pulling her arms from around him only to have her lock them behind his neck.

"What if I don't want to find myself at all?" she asked. "Will you help me stay lost?"

"How bloody drunk are you?" he asked, twisting around so that she was the one pressed against the tree. "Can you even count to three?"

She giggled, swaying to the music in her head. "Three," she whispered, capturing his lips with hers.

A growl rumbled from his throat. He wasn't sure if he wanted to push her away and curse or continue until he felt her small tongue brush against his lips. His hands couldn't stay still, one going to the back of her head and the other to the small space between her back and the tree.

When she pulled away, dragging air into her lungs, he started nipping at her jaw, making his way down her throat and her collarbone. He caught every sound she made as her hands frantically reached for him and he tugged at her hair, forcing her body to arch, leaving her neck fully exposed to him. His fangs scraped the sensitive skin of her throat, making her shudder and whisper incoherently until his lips covered hers once more.

Her hands cupped his face, bringing them even closer and Spike hissed as he pulled away.

"You want to get lost, pet?"

Willow stood there a moment, eyes glazed with need. Her mouth was still parted as confusion creased her brow. She reached for him but he stepped back and she blinked a few times before nodding in answer.

"It ain't that tough," he said mildly, adjusting his favorite duster. "Just don't look back."

She watched him walk away from her, glancing around and realizing just how close she was to Buffy's house. Her thoughts continued to dance in her head as she stopped leaning on the tree, wincing as the muscles in her back protested the sudden movement.

She took a deep breath and started walking, putting more and more distance between herself and the people she cared so much about with every step.

"It's not that tough," she mumbled when she saw Spike exit a liquor store.

His eyes danced with amusement as he packed his box of stoges before fishing one out and lighting it.

"Haven't looked back, then?"

She shook her head and he exhaled, a cloud of smoke marking the distance between them. Leaving the stick between his lips, he looked at the witch carefully. He could see the remaining glaze from all the alcohol she drank in her eyes, but her jaw was set in the same fashion it always was when she was going to do something reckless.

"You got a plan or are you planning on standing there all night?" At her shrug, he rolled his eyes. "Come on, then, you're supposed to use your magic to get yourself a home, aren't you?" He cursed, repeatedly, turning back to her angrily. "And why are you standing in front of me? Are you expecting me to hold your bloody hand until you figure things out, Red?"

Willow smiled sadly at him, forcing herself to breathe normally as she realized just how unprepared she was for all this. "I'm going to find a coven."

Spike cursed again, crushing the cigarette before grabbing her arms and shaking her. "You're more an idiot than even I thought you were, Red."

She tried pulling away but his hold only tightened.

"Let me go," she said, still trying to wiggle free.

Her eyes widened when his lips descended on hers. A few seconds passed before her lips moved against his, eyes fluttering closed. She could feel his hands pulling her closer, their bodies coming together almost naturally.

"Spike," she whispered, pulling back to look at him. "What are you doing?"

The twisted smirk on his face made her already pounding heart beat faster.

"Helping you get lost, Red."

She didn't utter a protest when their lips met once more. And when he led her away from the liquor store, she didn't question him. All she did was laugh when they stopped in front of a house she didn't recognize.

He opened the door with the key located under the mat, kissing her as they stumbled inside, their clothes falling away as they got closer to the bedroom.

Willow knew she was lost when his naked body pressed against hers on the bed. And when their bodies joined, she realized this was exactly what she never wanted to forget. There was no way she could ever find herself with his lips against hers, his hands massaging her breasts as their hips moved in a timeless dance.

Willow only hoped she would never find herself now that she knew how it felt to be with someone who was just as lost.

A comment or review would be highly appreciated.