Disclaimer:  Sadly I own no one…They all belong to Joss Whedon, etc.

Summary:  One night, after being pushed too far, Willow decides to take her life into her own hands. 

                 Set sometime in Season 4 before Spike is chipped.


Willow's Rebellion By

Anessa Ramsey

           Willow stared at her reflection in the mirror, sighing when she saw that nothing had changed.  She was still the same old Willow.  Everyone saw her as the sweet, innocent hacker that was constantly in Buffy's shadow.  College hadn't done one thing to change what people thought of her.  She may have cut her hair and started dressing better but people still looked at her and saw her as she had been in high school: Buffy's pathetic little sidekick.  It made her sick to think about it sometimes.  She'd always been kind of boring but Oz had changed that for a while.  Now he was gone and there was nothing about her that made her stand out, not even the fact that she was a witch.

She pulled on a long, flowing, gauzy, emerald green skirt and a black tank top.  Over the tank top she tugged on a sheer black peasant blouse.  Examining herself in the mirror one more time, she tucked her hair behind her ears, grabbed her purse, and was almost to the door when Buffy barreled in.

"Willow, thank god you're here.  Giles needs some help translating some text in this new book he has.  He thinks it may be another prophecy.  He wants you to go over to his place tonight.  Oh, and bring your laptop with you."

"Where are you going?" Willow asked, slightly perturbed that Buffy hadn't noticed she was dressed for going out.

"Riley and I are going out to the Bronze.  There's this new band playing that is supposed to be really good.  I'm hoping that I can get him to loosen up and dance."

"I'd love to go help Giles, but…"

"Great!" Buffy said, cutting her off, while she pulled on a blue leather micro-miniskirt.  "He's expecting you soon so try not to keep him waiting.  She put on a  matching blue top and boots and was out the door before Willow could even try to object again.

"Thanks for asking if I had plans!" she said sarcastically to the door.  She threw her purse down on the bed.  Why was it everyone always took it for granted she had nothing better to do than help them?  Sometimes she thought that if she could just get away from Sunnydale things might be different. 

She looked at the phone debating on whether or not to call Giles and let him know she would be there.  Even as she stared at it she decided that for once she was not going to be bullied into being Miss Reliable.

Feeling rebellious and in the mood to have some fun for once, she stripped off the outfit she had just put on and began rummaging through Buffy's closet.  It wasn't long before she settled on wearing a pair of tan leather hip huggers and a dark brown v-neck sleeveless top.  She draped a couple of silver chains around her neck and wrapped a brown and tan scarf she had around it leaving the ends hanging down her body, nearly to her waist.  She put a silver arm band around her upper arm.  Her wrists were adorned with brown leather wrist cuffs and she pulled on a pair of dark brown leather boots that added a good two inches to her height.  She put some styling gel on her fingers and ran it through her hair, giving it a cute, tousled look.  She even used some of Buffy's make-up and outlined her eyes with dark kohl and mascara.  Her lips shimmered when she applied some peach flavored lip gloss.

She stepped back, finally satisfied that tonight she was going to be someone completely different.  Good-bye innocent Willow.  Hello rebellious Willow. 

She grabbed her purse off the bed and made her way out of the dorm.  It was dark out of course and she was very careful walking toward the Bronze.  About halfway there, she turned the corner and headed down a dank alleyway.  On the right side, at the very back of an old abandoned building, she knocked on a large iron door.  She'd only been there once before when a girl from the wiccan group at school had invited them.

The club, known as Morrigan's Lair, had been running for years and was a safe haven for anyone who entered the premises.  The owner, Morrigan, was a very powerful witch who felt that those who were on the fringes of society because of their differences, needed a place where they could socialize without fear of death or persecution.  Suddenly a panel slid open on the door.  "Password?" a gruff voice barked.

"Verbena Root," she said.  The door swung open and she walked in gracefully, not seeing the person watching her from the shadows, golden eyes glowing softly.

She checked her purse at the door, stuffing some money in her back pocket for drinks.  As she walked down the hallway she could hear the music pounding and was anxious to get inside and loose herself in it. 

The second she walked in several sets of eyes, both demon and human, turned to get a look at her.  She was new, most of them could tell, and she exuded power and sex.  She didn't stop at the bar or head toward a table, choosing, instead, to go straight to the overcrowded dance floor.  Soon she was lost in the pulsing music, dancing away all her cares. 

A couple of times a vampire, demon, or warlock would try to dance with her, but she just smiled and turned away, not wanting to deal with them.  After about forty five minutes of non stop dancing, she made her way through the crowd toward the bar to get something to drink.  As she moved she couldn't shake the feeling that she was being watched.


Spike couldn't help but stare at Red as she danced.  When he had walked out of the Espresso Pump, he had seen her walking down the street toward the Bronze.  He hardly recognized her in the outfit she was wearing.  She looked so delicious he knew that any vamp that laid eyes on her would try to turn her, but he wanted her for himself.  He hadn't eaten yet anyway.  He was surprised when she turned down the alley that led to Morrigan's Lair. 

Most demons, vamps, and witches in Sunnydale knew about Morrigan's.  It was one of the only places they could go that the Slayer didn't know about.  If she ever found out, no demon in town would have a safe haven.  But he never imagined that the Slayer's witch knew it existed.  He watched her disappear into the building and concentrated on trying to remember her real name.  It took it a few minutes but he finally got it.  Willow.  The name suited her.  She was strong and supple, bending with the breeze instead of breaking.

He followed her into the club, making sure to stay hidden in the shadows.  He watched as she immediately joined the gyrating throng of people on the dance floor. 

She moved like no one he'd ever seen.  Her pale skin looked translucent under the bright lights and lasers of the club.  Her hair danced like living flame around her lively face and he could tell that she was enjoying herself immensely. 

When the first vampire approached her, it took all his self-restraint to keep from going and pummeling the guy, who looked no older than nineteen.  He was pleased though when she just smiled, shook her head no, and turned away.  After a while she went to get some water but was soon back out on the dance floor and that was when he decided to make his presence known.


Willow was lost in the beat, her head filled with nothing but the pounding of the music and the pulsing of the lights.  She was about to make her way to the DJ booth to request something when she felt a cold hand slip under her right arm and wrap itself around her bare stomach. 

She went to pull away but the arm just tightened, pulling her back against a long, lithe body.  He was definitely male and definitely a vampire.  She felt no heart beating against her back and no rise and fall of his chest.

"I really don't feel like dancing with anyone right now," she said, trying to pull away.

"What's the matter, luv?  Don't you want to dance with your old pal Spike?"

She jerked out of his hold and spun around so fast she lost her balance slightly and he caught her arms with his hands, steadying her.  Her heart started pounding rapidly, fear coiled tight in her stomach.  She knew that if she stepped outside this club tonight she would die.

"What are you doing here?" she hissed, pulling herself away from his touch, ignoring the shivers that went down her spine.  She looked him over slightly, taking in the way he was dressed.  Gone was the leather duster, which he must have checked at the door.  He was wearing a sleeveless black shirt, and black leather pants.  On his feet were those same old boots that he always wore and his bleached hair, instead of being slicked back, was spiked up.  The finishing touch though, was the barbell that pierced his left eyebrow, covering some of the scar.

"Well, luv, I was on my way back to my crypt from the Espresso Pump, lookin' for a good meal, when there you are, walkin' down the other side o' the street, wearin' that getup designed to attract every vamp within a ten mile radius. I was feeling slightly peckish and was going to have you for dinner when you turned toward Morrigan's.  I didn't think you would know you about a place like this.  What happened to the Slayer's innocent little sidekick?"

The look he received at those words could have turned him to dust, it was so scorching.  "She decided to take the night off," Willow seethed.  Gone was the fear that had filled her a moment ago and in its' place was anger.  Her night had been going so well, but no, Spike had to come along and ruin it.

"What happened?  Did the slayer tell you to do something for her without even asking if you had plans?"  He smirked slightly when her eyes widened.

It was amazing sometimes how she was the only one who noticed that Spike could get inside people's heads without even really trying.  Sometimes she thought he could read people better than Drusilla ever had.  At least Spike talked to you in a way you could understand instead of using insane phrases about a doll speaking to him.  "How did you know?"

He grabbed her hand and dragged her off the dance floor toward a table so he could talk to her easier without the music pounding in his ears.  "I've seen how the Slayer and that whelp treat you.  I'm surprised you haven't lost it before now.  Why do you let them walk all over you?"

It was all too much for her to take in.  Spike wanted to have an actual conversation…with her.  Settling back in her chair, calming down a little, she said, "I don't let them walk all over me.  They're my friends.  I don't mind helping them out." 

She was lying through her teeth and he could tell.  "I don't buy it.  If you didn't mind you wouldn't be here, dancing your heart out, wearing an outfit your friends would die if they saw you in.  I'd be willing to wager that the Slayer would have a heart attack if she knew that you look twice as good in those pants as she does."

Willow couldn't help but blush at his bold comment.  "It's nice of you to say that Spike, but I'm not Buffy.   There's no way anything of hers looks better on me than on her."

Spike scowled.  "Bloody hell, Willow, have you never looked in a mirror?  You're more of a woman than she'll ever be.  She has the body of a child, while you're all sweetness and curves."

She sat there stunned for several seconds.  He actually knew her name…and was using it.  Then the rest of what he said registered and suddenly she couldn't stop blushing.  No one had ever spoken to her like that and the fact that it was Spike…well, he was gorgeous and she was pleased that someone so sexy thought she was better looking than Buffy, even if he was a vampire.  She was so used to being overlooked by men whenever Buffy was around that it felt strange to be complimented.  She glanced down at her hands, which were folded on the table, unsure of how to respond.  The time on her watch caught her eye and she jumped up, nearly knocking her chair over.  "Oh my gosh!  It's twelve forty-five.  I've got to go.  Buffy is always back before one and I have to get these back into her closet before she gets back to the dorm."

Spike stood up and grabbed her arm as she was about to make a run for the door.  "You'll never get there in time, Red.  Is there anywhere else you could stay tonight?  That way you could return the clothes to her closet tomorrow while she's in class.  She'll never even know they're missing."

Willow stopped and contemplated his words.  "I guess I could stay at my house.  My parents are gone, again.  This time it's on an extended European tour."

"So let's go.  I'll walk you home.  After all, we don't want the big uglies in this town to sink their teeth into your sweet flesh.  Wouldn't do, havin' such a sweet thing become evil."

Willow just looked up at Spike in awe.  Was this really the same vampire who managed to annoy the hell out of everyone on a daily basis?  Just an hour ago he was talking about making her his dinner.  What changed his mind?  When did he become so…nice?

She picked up her purse from the bag and coat check and was surprised when she saw that he didn't have his duster checked there.  She was so curious as to what happened to it she just had to ask.

He chuckled slightly.  "I sold it.  Got some good money for it, too."


            "Decided it was time for a change."  He gestured to the leather pants, spiked hair, and eyebrow piercing.  "I had this look about thirty years ago and liked it then so I went back to it."  He truly looked like a punk.

It didn't take long to get to her house and soon, she was standing on the front porch, debating on whether or not to invite him in.  He'd been so different tonight that she found she wanted to get to know him better.  All she knew was what they read in the watcher diaries.  Obviously there was more to him than that and he was letting her get to see it.  She knew it was crazy but after she unlocked the door she turned to face him only to find him inches away from her.

"I'm going to kiss you, Red," he said, smirking slightly at the surprise in her eyes.  It wasn't what she expected.  There was no roughness or plundering, just a soft touch of his lips to her own.  It was so gentle she wondered if it was even happening at all. 

He lingered for just a moment, savoring the taste of peaches on her lips before pulling back.  He looked down at her closed eyes and glossed lips and couldn't resist.  He swooped down again, taking her lips in a bold kiss designed to incite lust.  His mouth moved over hers tasting her sweetness. 

When her hands came up around his neck he latched his around her waist pulling her against his body.  She moaned at the contact and he used that opportunity to let his tongue delve into her mouth to taste the essence of her. 

For Willow it seemed to go on forever and ended far too soon.  He pulled back and stared into her brilliant green eyes.  He didn't know what just happened only that he knew that he had to taste her.

 "Do you want to come in?" she asked breathlessly, knowing that she was crazy for doing it but ignoring the rational part of her brain that told her not to ask.  She was a whole new person tonight who did what she wanted when she wanted to and all she wanted right at that moment was him.

"Do you really know what you're asking?  If you do this, I can come in anytime whether you want me to or not.  I'm not all souled like Angelus.  Are you sure you want to invite me in?" he asked, wanting nothing more than to follow her into the house.  His question was uncharacteristically noble and chivalrous.  She couldn't help the smile that teased at the corners of her mouth, turning them up slightly.

She looked into his eyes, and he was amazed at the trust he saw there.  She trusted him.  After everything that he'd done to her and her friends, she trusted him.  He closed his eyes and leaned his forehead against hers.  "Invite me in again."

"Come in, Spike."

She grabbed his hand and opened the door, pulling him in after her.  As the door closed behind them all they could think about was how much things were going to change after tonight.