Disclaimer: They belong to Joss.

"Spike escaped," Buffy tells her as the phone clicks back into the cradle.

Willow drags her attention from the way the shreds of newspaper cling desperately to the bristles of her little broom to look up at her roommate. "And you're going? Now?" she asks, that now familiar feeling of loss and betrayal already increasing as Buffy moves to collect her coat from the bed.

Buffy's smile is apologetic. But, hey, whose isn't these days? Xander met up with her after the van pulled away. Devon patted her arm when he gave her the news the day before last. Giles grimaced every time the topic came up. Everyone's all so sorry, but no one wants to help. No one even wants to wait with her, wait for that mending that was supposed to happen any day now.

"Sorry," her friend says, for the millionth time that week. "Duty thing."

The backpack's open. Backpack opening, and subsequent filling, is a definite sign of imminent ditching. Willow's come to know many of such signs over the past few weeks since Oz's departure, and come to know them well.

"Well, I mean, why?" She has to try anyways. "Spike can't hurt anyone, right? And I figured, since I'm kinda grievey, we could, you know, have a girl's night. You know, eat sundaes, and watch Steel Magnolias, and you can tell me that at least I don't have diabetes." She tries to grin at the end but she's pretty sure her performance is a little lacking. No Oscars over here, probably not even a nomination.

It isn't enough to stop Buffy, though, however good or poor the delivery is. She pulls the backpack over her shoulder and shakes her head, looks down at Willow like she's calming a little kid. "Will, I can't hang out with you until I get Spike back to Giles', you know that. Look, I'll be back as soon as I can, I promise."

Like she's going to go out there and find Spike right away. Like Spike's dumb enough not to hide, or dumb enough to hang around Sunnydale any longer than he has to. Now that he's untied, he's probably halfway to South America already in that creepy, blacked-out car of his, racing back to Drusilla's cheating arms.

Spike's scary and evil and a little handicapped, but he's not that stupid.

"I don't see the point," she says to Buffy's back, but her words don't seem to even reach the Slayer's ears, and the door closing half-way through her sentence probably doesn't help. "You're probably never gonna even find him."


Xander's as interested as Buffy is. He greets her with a passably pleased tone of voice, but as soon as she says one word about Oz and Buffy and being left again, he slumps onto the bed and looks bored beyond the wording of it. Like he can't even muster up sympathy for his best friend. She's been close to Xander since kindergarten and he can't even hear her out.

Was she not there to hear his pain when he was all hung up on Cordelia? Or when he got all mopey about all those demon ladies? No, she was right beside him, complete supportive mode. You'd think he could at least try to give her the same back.

"Look, Buffy's gotta find out what's up with those commandos. Right now she needs Spike." His voice is drained, like he's already tired of listening to her. She's been there not even ten minutes. Go, best friends.

"Fsh," Willow dismisses. Maybe she's getting a little pouty, but if anyone's earned pouting privileges tonight, it's her. "Maybe I do too. Spike is the only person who hasn't told me to shut up anytime I've felt sad about my boyfriend almost killing me and then leaving. But maybe you're right, I shouldn't be upset about that."

"Will, c'mon, that's not fair."

"Yes it is! It is too fair! Spike's been a better best friend than you!"


Stupid demon magnet Xander.

Like it was her fault everyone was sick of being around her? Oh, gee, yeah, that makes sense. Blame Willow. And, c'mon, she was just pointing out the truth. He didn't have to get all upset over it. They're all doomed, and it isn't her fault if he wants to be all ignorant.

"Oi! Will!"

Then again, maybe she should have stayed and heard him out.

Even knowing Spike can't hurt her if he wants to, hearing his voice still makes her legs go all stiff and not-budgey and sends shivers through her body. What if he got the chip out somehow? What if he hired extra muscle? What if he wants to take her hostage at broken bottle point? Also, why is he calling her Will?

Spike's big heavy boots thump against the ground, closer and closer and closer. "Willow!" Her heart flutters and slams against her chest in beat with his steps and she's pretty sure she stops breathing for a few seconds there.

When he's only a few feet away, she manages to regain enough control of her body to turn and face him. "Spike," she says and her voice only squeaks a little bit.

There's a lot to take in when her brain stops seeing nothing but broken bottles and burned out building shells and starts actually accepting new information. And with this new information comes several questions. Why does he look happy, and not the 'grr, about-to-kill-things' kind of happy? Why is he carrying a grocery bag? And why is he coming to her if he's running away?

" 'lo, pet." He smiles at her and she has so no idea of how to interpret that. She's never seen him give that look before. There's nothing scary or vampirey or mass murdery about it. He actually looks like he's happy to see her. Unlike everyone else lately.

Before she can finish processing that bizarre thought, Spike is holding out the plastic bag to her in offering. "Here, got you something."

Wary, but too curious and confused to turn it down, Willow takes the bag and peers inside.

Butter Pecan.

"Ice cream?" Willow's lost. Very, very lost. It's like the entire world is suddenly on a completely different page than her, and that's just crazy, because Willow always reads ahead. In fact, in the third grade, she got in trouble for reading so far ahead of the rest of the class. "You bought me ice cream?"


"Why did you buy me ice cream?"

For the briefest second, Spike looks like he isn't completely confident of his own reasoning, but then it's gone and he smiles at her, all soft and sweet and totally un-Spike-like. "You never showed up," he says. "For that spell? Figured you were still upset over…"

For the past week, Spike has been alternatingly referring to Oz as "What's-His-Name," "Dog Boy," and on occasion, "Willow's Bloke." If it were anyone else besides Spike, she'd assume they'd realised it hurt to hear someone she loved dismissed like that. But it is Spike, so she's not totally sure why he trails off his sentence.

"Oz," she supplies.

Spike nods. "Yeah. Thought you might want to talk or something."

This is crazy. This is so totally crazy. She walked into some other alternate world where Spikes are nice and friendly and better friends than her friends.

He's got to be lying. There's no way Spike's the only one who wants to hear about her misery, or at least, the only who doesn't mind listening to it.

Only, he doesn't look like he's lying, or like he's tricking her. Maybe he actually does want to listen to her. Maybe he's developed Stockholm Syndrome, tied up in the bathtub these past few days. He's got total and complete sincere face going on. And he was pretty decent to her a few weeks ago, when they first found out about the chip in his brain. Sure, he was trying to kill her at the time, but he was also really nice about it, even kind of sweet.

Willow looks back down at the carton of ice cream in her hands, then back at Spike. He smiles gently at her, patiently waiting for her to accept his offer.

Which would be crazy. Like, more than overly-studious, babbly, extra-imaginative crazy. Like, serious, for realises, get-your-head-examined, committable craziness.

Because this is the part when she runs to the nearest phone and calls Buffy to come and get the evil bloodsucking fiend trying to give her ice cream that's probably all stolen and poisoned and not at all delicious, and who is probably thinking of pouring her blood over that same ice cream right this minute.

Unless maybe Spike has gone just as crazy as she has.

"Okay," Willow says. "Let's go back to my place."


Spike sits with his legs tucked under himself like a second grader at story time and it kind of strikes Willow as weird, though she can't quite figure out why, and she especially can't figure out why that strikes her more than the general fact that Spike is sitting on her bed, watching Sense and Sensibility with her.

And commenting on the differences between the book and the film.

Willow had never had a girl friend before Buffy, she'd roughed around with Xander and Jesse and anyone else that happened to appeal to Xander for a little while and that had been fine. She hadn't really liked any of the girls her age anyway, hanging out with Cordelia and Harmony ranked pretty low on her must-do list, but she had at times wanted someone who could empathise (or at least not get all awkward) with her own empathy toward the tumultuous life led by romantic characters. Buffy was totally still her best friend and all, but she was a bit more with the punching and, despite the general epically doomed romance aura that had hung around her and Angel for the last three years, was a bit less with the mushy feels for fiction.

In all honesty, this little hangout with Spike is actually kind of a lot closer to how Willow imagined having a female friend would go than when she spends time with Buffy. Except for the part where he eats most of the ice cream. She didn't imagine that.

"It's just… I don't know what to do now. Everyone else is all 'oh, get over him,' but I don't want to be over him. I want him to be here, and not over. I don't know what to do without him."

"I'm familiar with that, yeah" Spike agrees from beside her.

"Yeah," says Willow. "You're all Mr Break-Up too, huh? 'm sorry." She hangs her head and stares at her hands. Would nail polish be too girly of a girl's night activity to include Spike in? She would have asked Buffy, but her friend apparently had better things to think about that manicures. But Spike paints his nails too, so maybe he'd be down for some more girl time. "But, for me, it's like, Oz was the first guy to, you know, be my guy. And then, what if he's the last guy? I loved him and he wanted to be with me and now he's just… gone. And what if no one else does?"

"Me too," Spike says.

She turns and looks him the eye. He's got a pretty good honest face going, and it doesn't quite sound like the automated sort of answers she's been getting from all her friends lately.

But, that would be crazy, right? Maybe just as crazy as Spike sitting and eating ice cream and watching movies and talking about boys with her. 'cause, like, he's over a hundred years old. Even if he followed her record of two guys in eighteen years for the last century, that'd still be, like, five and a half dates.

Plus, he had to be, like, almost thirty or something when he died, too. So, even more dates.

"Drusilla was your first?" Willows asks.

A nod. "Yeah."

"But, like, your first love…? Or, first one to, you know, with you…?" Spike shakes his head. "She was the first girl ever to do… anything?"


"Oh. Wow. Oh."

"It wasn't—I had my mum, you know. Looked after her. Did other things. Wrote, mostly. Poems. Didn't… Was just waiting, I suppose. Right girl, right time."

Earnest. Spike looks very earnest. Why is he telling her this? It doesn't seem very villain-y to admit to being dateless and monogamous. Though, aside from the potty mouth, Spike hasn't been acting all that villain-y lately, anyways.

She realises he's been waiting for her to give more of a response than that. That's fair. He's opening up to her, as strange as that is, but still… "How old are you?"

"Hundred-twenty, almost."

"I mean, when you di… when you met Drusilla? How old were you?"



There's a quiet then, a quiet that pulls over them while they sit there on her bed, staring at things that aren't each other and it takes a few moments before it occurs to Willow that, as odd as the entire situation is, the silence actually isn't awkward, just melancholy.

For the first time since he stepped out of the shadows in the alley behind the Bronze, Willow is the one to initiate the physical contact. She reaches out, her palm spreading across Spike's upper arm in a gesture of comfort. "I'm really sorry."

Spike slumps down, collapsed. His head finds her shoulder, as if drawn there. As with every previous time they've found themselves in this position, twice by her count, Willow's heart still slams against her chest enough to make her stomach queasy and her arms tremble, but under that, under that panic and flight and instinct, she has the curious understanding that, no, Spike really isn't going to hurt her. Not now.

"I just don't know what to do." The vampire, creature of the night, unholy demon, big bad monster sniffles and, even though she can't see his face, Willow can tell he's near tears. "I feel like I'm not even a whole person anymore. I don't know what I am without her."

He hits her emotions so dead-on, Willow feels her brain reeling for several seconds before she can force out a low, "That's exactly how I feel."

Spike's hand slips over hers, his thumb stroking her wrist. She has a sort of awareness, or at least strong suspicion, that he's closed his eyes. She doesn't know why she feels safe with him. Up until a few weeks ago, the thought of Spike left her shaking, and even earlier in the day, if she'd been asked how close she'd let him get to her, she'd be pressed to let him in the same room, and only if Buffy were there at that.

But now… everything just feels different. With only the slightest bit of caution, Willow leans in and settles her head against his. She shuts her eyes and breathes.

It's been too long now, since someone actually sat next to her and listened, really, truly listened to the sound of her heart tearing into little scraps. Bits and pieces that feel like they can't ever be found, ever put back together again. Sure, Buffy says she knows how Willow feels, but there's Riley, and Parker too, even if he turned out to be a butthead.

Spike speaks up first, though he keeps his voice quiet, respectful of the calm and the lull and the so so so needed support and understanding. "Dunno what I'd do without you, pet," he says. "Best friend I've ever had, you know?"




She's trying to figure out how to respond to that. Trying to sort through the fact that it's a statement that manages to be sweet (she's his best friend), weird (they've barely had any conversations), sad (he's a hundred and twenty and she's his best friend?), and also kind of creepy all at once.

But then suddenly Spike jerks away, scrambles to his feet in front of her and bares his fangs, growling a growl that builds up to almost a roar. Willow's eyes go wide and before she can pick between panicking or panicking and screaming, there's something grabbing her skull, claws pricking into her scalp, and a fire that burns burns burns. And then Spike and the dorm and the empty ice cream carton and everything else is gone.


"Spike!" Xander exclaims, scrambling to his feet as the door flies open, effortlessly displacing the barricade they'd made of the coatrack in a little shower of woodchips and falling sweaters. "Guys! It's Spike! He's back!"

"Where's the Slayer?"

Giles eyes him. Or, doesn't eye him. Giles stares blankly in his general direction. "Wonderful. Why have you come back, Spike?"

"Slayer. Where is she?"

"It's you, isn't it?!" Xander says, pointing his finger at Spike's face. The vampire jerks back, looking disgusted. Fruit Roll-Ups. "You're the one sending the demons after us!"


"What have you done, Spike?" Giles demands, still not looking quite at him.

"Me? Listen," he says, snarl in his tone, "Willow's been snatched." He flicks his eyes between the three gathered Scoobies as their focus shifts. "Got your attention yet, or are you lot such awful friends you can't care when some big blue nasty nicks your favouritest little witch?"

"Blue?" asks Xander, racking his brain for things that manage to be both blue and intimidating and clearly coming up with scant few. "Like… the Judge?"

"Did he have horns?" Anya asks, considerably more on the mark than her honey. "And a beard?"

"Yeah, that's him. He's got Willow. How do we get her back?"

"It's D'Hoffryn. Bastard."

Giles turns his non-look to the ex-demon. "Anya, you know who's behind this?"

"D'Hoffryn, my old boss. He made me a demon eleven hundred and twenty years ago. He probably wants to do the same with Willow."

"What?" asks Xander, voice rising. "What? No. Willow's Willow. No demons."

Spike growls, showing his teeth. Even in his human face, with the knowledge that he couldn't hurt them if he wanted to, it's a little intimidating. "You know how to summon him, then? Can get her back?"

"Yeah." Anya nods. "We'll need to go to the cemetery."


There are demons on the other side of the door. Lots of demons, all sorts. Kinds of demons Spike's never seen working together before. Natural enemies coming together in one big heart-warming powwow to brutally slaughter them all.

They're pretty well fucked if the demons manage to shove Spike out the way, because there's no way in hell Xander's going to be able to fight them off alone. Spike's strong, but most of the other fellas are more than twice his size, and the only backup he's got is a human delivery boy. Despite the insistence that it ought to be physically impossible for Spike to have missed Buffy on his way to the Watcher's flat, he'd managed it, and now she was nowhere to be found.

"Any time now, luv," Spike growls to Anya. The girl's hunkered in the dirt, muttering to herself with increasing aggravation.

Spike shoves back against the door, beside him Xander bounces half down the steps before slamming his shoulder back against the coffin lid they've thrown up as a barricade. Spike shuts his eyes and focuses on how badly he needs to stay standing. Can't let the demons break in, can't let them interrupt the summoning.

Willow's out there, somewhere, probably terrified as hell, and he can't let them keep him from her. Can't let them stop him from rescuing her, the first, and greatest, friend he's had. Sure, there'd been Angelus and Darla, but there'd been sex as a motivation to not dust him when they disagreed, and they hadn't ever understood him, not really.

With Willow it was like… someone finally got him. Who he was. All the parts of him, Big Bad and poncy poet and everything else that turned him into Spike.

He'd never feel as connected to anyone else as he felt towards Dru, love of his bleeding unlife and all, but the closeness he has with Willow, that indescribable connection, was something new and wonderful and he can't lose her, not now.

Though… if she were to become a demon, might be she'd spend the rest of eternity with him and Dru, once he gets this chip out of his brain and wins back his girl.

He's kept from thinking much more on this alternative when he's sent flying across the crypt by an especially hard shove. He gets up long enough to stand intimidatingly in front of a considerably larger demon before he's batted aside in favour of Xander.

Anya's given up on her chant, seems, and goes at one of the demons with a candlestick while Spike goes back to his only current use as a doorstop. More pounding from outside.

The scent of blood hits his nose as Xander cries out, hand to his side. Christ knows the Slayer'll probably find some way to pin this on him, her mates getting ripped open on his watch, but it serves her right, disappearing on Willow like that, the way she did.

Still, he tries to hold them back, best he can, boots shoving for foothold on the weathered stairs. But it's harder than it looks and he doesn't last nearly as long as he'd like before he's thrown again, something big and horned and snarly lumbering through the doorway as he crashes into the hard packed dirt. Which really bloody hurts, for the record.

He's focusing on getting back up, a chore considerably more difficult than it ought to be, when the air shimmers and suddenly, she's there.

"Willow!" Standing suddenly becomes a lot easier, never mind the pain in his shoulders, as he hurries to her side.

"Oh!" she says when he grabs her hand. She blinks at him, wide-eyed.

"Worried bad for you, pet. You're all right?"

She looks at him blankly. Then she turns, startled, to Xander, trying to hold closed the gash in his side and fight off three sizeable demons at once. "Xander!" A look of panic crosses her face and hurriedly she drops her head, muttering under her breath. "Let the healing power begin. Let my will be safe again. As these words are spoken, let my harmful spell be broken."

And then he's holding the hand of a stranger.


"I swear," says Buffy, "I totally circled that same crypt five times before I finally went in. It was like… I knew I should go, but I couldn't."

Willow holds out her heaping plate. "Cookie?" she offers meekly.

"And I knew those demons were attacking someone, and… nothing." She bounces her leg against the side of the kitchen stool as she picks at one of the cookie's edges. "It was so weird."

"Be happy with weird," Xander says with a grumble from the armchair he's sprawled himself into. He rubs a little at the bandages under his shirt. "Be very happy with weird."

Willow shuffles over to present her best friend with some more of her peace offerings. "Did I mention about the sorry part?"

"Naw, it's okay, Will," Xander says, creating a not-completely-little stack of cookies along the chair's arm. "Aside from my getting slightly skewered, no one got really hurt."

"Excuse me!" Giles protests.

"Oh, and Giles hit his head," Xander corrects. "Which we're all very upset about."

Willow holds out her cookies to the Watcher with a sheepish expression.

From the far and somewhat intentionally forgotten corner of the room, there's a small sound. Willow stares down uncomfortably at her plate. "Spike? Did you want a cookie?"

The vampire stays quiet. From behind, Willow can see him shift in his chair, square his shoulders.

Xander laughs until it makes him wince. "Oh, real scary. Vamp with a temper tantrum. Gonna hold your breath until we get you some new toys too, Spikey?"

Spike doesn't flinch, doesn't respond, keeps his back to them. Willow gives Xander her best expression of non-approval, which he doesn't seem to really notice and she probably doesn't have much right to give at the moment anyway, and carries her platter over to Spike.

"I won't tell anyone," she promises. She places a cookie on the table next to his elbow. "I promise, okay? It never happened."

Spike glances at her, once, a little flicker to peer at her from the corner of his eye, and then he looks away.

"Right," he says. "Never happened."