A/N: Spike Dawn friendship. Set after The Gift but before the next season. Character death.

She could lie to him all she wanted but he knew her better than she realised. It was those eyes that gave everything away, those beautiful pale eyes. He could see everything in them, all the pain, the guilt, the hurt. She blamed herself for her sister's death when it had been his fault.

He almost did it. He almost saved her before that damn demon stabbed him in the back. He'd seen the fear in her eyes, the shock, as pain flew up his spine to his brain before he was falling. He heard her scream and something in him broke right before he hit the ground. He failed both of them.

She blamed herself for her sister's death and he could see it in those blue eyes. He knew there was nothing he could do to convince her it wasn't her fault, that it was his, so he just sat with her. They watched whatever stupid movies she wanted to watch, played any and every card game in existence or just talked. She'd rant about how the Scoobies still treated her like a kid and after a couple of sarcastic but quickly rebuffed offers to kill them, starting with the whelp, she'd laugh at him. For a few minutes she seemed okay.

The simple fact that he knew she was lying was one thing. The fact he knew she was lying because he'd sat outside her house against a tree while he smoked was most definitely another. It was a rather stalker-like move and he wasn't going to deny that but he needed to know she wasn't doing anything stupid. He just sat there, listening to the distinctive footsteps as she slid from her room to the one he knew contained the charging Buffy-bot and wished that he could help. Of course, if anyone had asked he wouldn't admit that he cared about the nibblet. He had the shreds of his reputation to uphold.

He could still remember the first night he had seen her. He had crashed the parent teacher night, determined to kill the Slayer, and everyone had scattered. The memory may have been created by the monks but it seemed so real. He knew who she was. Killing her could definitely give him an edge on the Slayer but he couldn't do it. She looked up at him with those terrified eyes and what was left of the human in him, what was left of William, screamed at him to stop. He couldn't kill the bit so he just left her there after warning that if she left the room she'd die.

When he'd gotten stabbed he had the same look in his eyes as she had the first time they'd seen each other. That terrified, almost frozen-stiff look. The first time the demon in him had drunk in it, despite what was left of his stupid humanity forcing him to stay still. The second time all of him hated it, demon and human. That was his nibblet there, eyes terrified and hurting as his back was sliced through with the same knife that later cut into her sides. She was his to protect. He was meant to save her, not Buffy. Buffy should have lived.

He was starting to understand what it felt like to have a soul, like his poof of a Sire. He hated himself for failing both of them. The woman he loved was dead and her little sister, his Dawn, was breaking in front of his eyes every night. And there wasn't a single bloody thing he could do to save her from herself.

Thanks for reading