Willow Rosenberg looked around the small room and sighed. She sat down, running a hand through her shoulder length red hair. She heard noises coming from downstairs and knew that her aunt Tanya was puttering around. She had been out of the hospital for a month. Buffy had been gone as long. She stood and went to the window.

Her parents had decided to take an interest in her life by carting her off to her mother's sister. Tanya was only in her thirties and had a nice beach house in Eventide Oregon. She was unmarried and was often away for work. Willow didn't understand how being here was different than being at home. Well, minus her friends and the demons that was.

She walked out onto the balcony that bordered her room. She inhaled the scent of the salty ocean air and smiled slightly. Maybe it wasn't as bad as she wanted to believe. She could use some time away. At home, all she could do was worry about Buffy. They still hadn't heard anything from the slayer. They knew from her mother that Spike had helped her in the end. Angelus was nowhere around so Willow assumed he had either been killed or had taken Buffy. She believed that the first one was true.

A slight breeze blew in from the ocean. She felt it ruffle her hair and she struggled to put it back in place. She leaned over the balcony, her eyes on the many people milling around the beach. This was a rather popular seaside town being the summer home to several wealthy folks from the major cities around the area. Tanya's house was nestled on a small cliff alongside several others. It was truly beautiful. Willow felt a pain in her legs and sat down, a grimace on her face. She looked back at the water and wondered where Buffy was at that moment.

Graham Miller stood on the sands, his complete attention focused on the redhead. He hadn't seen her before. She wasn't beautiful, though she was pretty. There was just something about her that had caught his attention. He saw a wistful look cross her face as she gazed at the water. He wanted to know who she was. He knew the woman that owned the house, Tanya Stroman. He didn't know she had a sister.

"My man. What has caught your attention?" David asked as he stood beside Graham. He glanced up and smiled. "Ah...I see. Fresh meat."

"Go away" Graham said, his attention still on the girl.

"You've got the ball" David said laughing as he took the volleyball from his friend. It looked like this summer might be interesting after all.

***

Graham watched her as she walked to the ocean. He glanced inside and saw his mom and dad leaving. Good. They were going back to Seatle. His dad had business that couldn't wait. He was being left alone with David, his best friend. He looked at the redhead and began to walk to her.

Willow breathed deeply. She had been here two days. It was nice, but strangely she was getting antsy. She had gotten so use to doing research until all hours and then fighting demons that she could hardly sleep more than a few hours. Today, she was awake at 4am. She had gone outside as soon as the sun had begun to appear. She loved this time of morning. The beach was deserted and she had it to herself. She sat down in the sand, laying back on her hands.

No word from Buffy yet. She had spoken to Xander the night before. He and Cordelia along with Giles were taking care of the demons in town. She smiled. She almost missed slaying the vampires. She knew then that she was indeed an odd girl. The Hellmouth had warped her.

She heard something behind her and looked up. She froze as she looked into the most intense eyes she'd ever seen. She let her gaze wander and she gulped. He was gorgeous. Tan and tall and handsome. He smiled slightly at her appraisal.

"I'm Graham. Miller. I live next door, during the summer" he said, his voice soft but deep.

"Willow. I don't live here. Well, not usually. I was sent here to stay with my aunt Tanya. I got hurt and my parents didn't want to leave me alone and so here I am...for the summer." she felt stupid. Why did she babble when she was around attractive guys?

Graham smiled as he sat down beside her. He glanced at the rising sun. "Beautiful isn't it?"

"Yes. I love the sun. Keeps most of the nasties away" she said quietly.

"You were hurt?" he said, keeping his voice even. He didn't want to appear too interested.

"Accident. At school. Something fell on me," she let it linger hoping he wouldn't push.

Graham nodded, "Better now?"

"Getting there." She smiled softly at him.

"You know anyone else yet?" he asked, knowing that she hadn't been out since that first night. He had kept an eye on the house everytime he's been on the beach. This was the first chance he'd had in two days to introduce himself.

"Nope. You're the first" she said, looking back at the sun.

He smiled. "Well, I'll introduce you around today. You'll like it here. You can meet David."

"David?"

"My best friend. Man, we've been friends since we were in diapers. Even going to school together next year. Not sure where yet, but we're roomies."

She laughed at his enthusiasm. "I'm sure he's very nice then."

"He'll love you. I'll have to let him know that I saw you first" he said, winking at her. He watched in amusement as she blushed.

"Quit teasing Graham."

"Come on, Willow. We can go wake the lazy bones up. Maybe get some breakfast. There is this great place in town that serves the best pancakes I've ever eaten."

She smiled as she followed behind him. His enthusiasm was catching. He reminded her of Xander in some ways. A good looking, intelligent Xander. This summer was looking up.

***

Willow followed Graham into the beach house. She looked around, surprised to see things very straightened and tidy. His parents must be here.

"Would you like something to drink? Eat? You can sit or watch T.V. or I'm sure we have books somewhere or well, I sound like a jack ass don't I?" Graham said, grinning good naturedly.

Willow laughed softly, "Don't worry. I babble all the time. Usually when I'm very nervous......" she saw the look in his eyes and froze. He was nervous because she was there. Her mind ran through the implications.

"Me too" Graham said quietly. Shaking himself, he smiled, "Let me get David up. That boy sleeps like the dead."

Willow watched him run upstairs, taking two steps at a time. He was very athletic, she noted. She rememered his legs and smiled slightly. A complete hunk. If Cordelia could see her now..... She sat down at the bar in the kitchen and leafed through a magazine.

About thirty minutes later, she heard footsteps and froze. Wow. Had to be David. Tall, blonde and gorgeous. She couldn't decide which one to gawk at. Lordy lordy....she smiled shyly wondering what the hell she was doing there with two guys that were not only older, but way out of her league.

David smiled as he saw the redhead. He had already been warned off her by Graham. He had never seen his friend quite so taken with a girl before, especially a beautiful stranger. "You must be Willow. I'm David, the good looking one."

She laughed, the sound sweet and innocent, "David. The one that lacks an ego? What does that make Graham?"

"Him? He's the puny smart one."

She laughed at the expression on Graham's face as he stared daggers at his friend. "Well, good. I like my men with brains" Willow said, easily slipping into teasing with David.

David laughed as Graham smiled goofily, "I like her. She has spirit." He looked at Willow, "If you change your mind and decide to go for body over brains, let me know. Ok?"

"I'll be sure to call you first thing" She said smiling.

"So, my children. It's pancakes at the Eventide Diner?" David asked, licking his lips hungrily.

"I'll drive" Graham said, taking Willow's arm. Her comments had pleased him. David was a big ham and loved to be the center of attention. Usually, Graham was more than happy so sit back and let him take it. Not this time. There was something special about Willow.

Willow went with them, laughing as David began to tell her stories about the diner. This was nice. It felt normal. She wondered if this was what it was like in places other than Sunnydale. She grinned as David sat in the front of the Jeep and patting his lap.

"Sit down, my red haired goddess of all that is lusty." David said leering at her, humor in his eyes.

"David, get in back" Graham said, not wanting Willow to get mad and leave.

Willow just laughed as she got into the Jeep and sat on his lap. She knew David was teasing Graham. She also knew that she liked Graham's reaction. Flirting from David she could handle if it meant that Graham might be interested in her. Graham frowned but decided to just drive very fast.

***

Willow sighed in contentment as the sun shone down on her. She felt the sand on her hand and brushed it away without opening her eyes. She was laying out trying to get rid of her pale skin. She had now been in Eventide almost two weeks. She would be leaving in three more.

Suddenly, she felt drops of water sprinkle down on her face. She opened one eye and saw legs. Very familiar legs. She followed the legs up and saw Graham and David standing over her, each holding buckets of ocean water. Shrieking, she sat up before they could dump them on her.

"What the hell are you two doing?" She yelled at them, smiling.

"You said you wouldn't swim us, so we decided to bring the ocean to you" David said smirking.

"You're up now. Want to swim?' Graham asked, using his eyes to plead.

"What am I going to do with you two?" Willow asked, laughing.

Since that day Graham had met her on the beach, she spent every waking minute with them both. She had grown to love David as a good friend. Her feelings for Graham ran deeper than that. They had so much in common once you got past the physical parts of him. She knew she was falling for him. Hard.

"I could think of some suggestions" David said, wiggling his eyebrows.

Graham groaned, "Why don't you go cool off?" he told his friend.

Willow sat back down on her blanket. She had no intention of swimming. It was not one of her favorite activities. Graham sat down beside her, his leg touching hers as he adjusted to a comfortable position.

"So, how do you like Eventide?" he asked.

He studied her as she spoke. She was so beautiful. And completely unaware of it. He saw a strand of red hair fall across her forehead. Giving in to impulse, he leaned over and brushed it away. His eyes met hers and he leaned in closer. Their lips met tentatively. He pulled her closer as he deepened the kiss. He had never felt so alive after a simple kiss. He slipped his tongue into her mouth, tasting her fully. This had been coming for over a week.

Suddenly, they jerked apart as water fell down on them. They looked up and saw David laughing. "I thought you two might need to cool off."

Willow looked at Graham, her eyes wide with desire and embarassment. "I'm sorry."

"Don't be. After I kill David, I wouldn't mind picking up where we left off." He smiled softly at her.

"Really?" she asked, hope in her voice.

"Dinner. Tonight. Just me and you. We can leave the clown home alone."

"A date? You want me to go on a date with you?"

"Yeah...."

"Ok. As long as David stays at home" she smiled.

"Promise. I have to go kill him now. You understand?"

"Break an arm for me, ok?" she said softly.

He stood then leaned down and kissed her again. Pulling away, he burning her image in his mind. He wanted to always remember what she had looked like the day that they had first kissed. "Tonight." he promised before running off after David.

"Tonight" Willow said softly, running a finger over her lips.

***

Graham smiled as he escorted Willow into his kitchen. "You're seat, Mademoiselle."

Willow giggled at his fake accent. "I thought you were taking me out."

His smile fell, "Did you want to go out? I thought we could talk better here...."

"I was joking. This is very sweet, Graham." She smiled softly. "I didn't know guys like you cooked."

"Guys like me? Should I be insulted?" he smiled as he placed the plate in front of her.

"No. Of course not. Oh, spaghetti. One of my favorites."

"Good. It's one of the few things I can make." He laughed as he sat down.

They ate in comfortable silence, his eyes watching her most of the time. She looked beautiful. He wondered what her face would look like in candlelight. He thought that too much for the first date, so he'd kept the lights on.

"Do I have something on my face?" Willow finally asked. He'd been staring for a few minutes.

"God, you're gorgeous...." he blushed slightly as he realized he had spoken out loud. "I uh meant..." he shook his head, giving up. "You are."

"Thanks" she smiled, her own face red. "So, you and David are rooming together next year? What school?"

He put his fork down. "Not really sure. See, we've been going to a junior college back home, in Seattle. We're going to be juniors next term and decided we needed to get out of our parent's houses and enjoy a bit of college life. We're thinking East coast or maybe California."

"I can see the similarities" Willow said smiling.

"What about you? Where are you going?"

"I'm in high school. I graduate next year" she said, blanching slightly.

He had noticed that she never spoke of home. He had no idea where she was from. She always changed the subject. He assumed there must be something she was trying to forget. Being tactful, he said, "Senior year is cool. Man, you should hear what all Dave and I did. He talked me into the goofiest stunts."

The next hour was spent laughing over the past misadventures of the two in high school. Willow had to like him. She knew he could easily have pestered her with questions about her life. He had avoided anything about her past knowing she didn't like to talk about it. They moved into the family room, sitting on the couch as he put on a video. She couldn't tell what the title was or what the plot had consisted of. She was too involved in talking to him.

Graham didn't want the night to end. He couldn't believe that he had found someone that was so perfect for him. He didn't want to let her go, though he knew he would have to. It wasn't fair. If he had believed in soul mates, he would swear that she was his. He walked her home at dawn. David was staying over with a friend from town, and Graham had kept her as long as he could. He leaned over, kissing her gently, not wanting to stop.

Willow reluctantly pulled away, "Thank you. I had fun. I'll see you tomorrow."

She turned to go in. He caught her hand, "Willow...can we do this again?"

"I'd love to."

He beamed, "Tomorrow night?"

"Yes." she went inside. He smiled as he walked back to his house. He might only have her for another three weeks, but he planned to make those last.

***

"So....meeting Willow again?" David asked, a grin on his handsome face.

Graham smiled softly, "Yep."

"Come on, G. I need details. You are talking to the single guy here." David laughed as he finished making his sandwich.

"Single by choice. Who is it that has half the beach after him?" Graham said, stealing some of his friend's chips.

"What can I say. You got the perfect one first. Of course, I am waiting for her to realize that I'm the best man and let me win her."

"Not gonna happen."

David sighed, "Knew you'd say that. Guess it's me and old Rusty then. Isn't it boy?" David made kissy faces at the dog who just looked at him before rolling over. "Lazy damn mutt...."

"That's bad, man. Losing your touch. Can't ever get the dog to kiss you" Graham laughed.

David looked seriously at his friend, "Is she the one?"

"What?"

David rolled his eyes, "The one. You know. That soulmate stuff. You two make me sick. So perfect together it's annoying to us unhappy lonely people."

"She could be" Graham said softly. "Damn it. What am I going to do?"

"You have a week....."David smiled softly. "Do you know where's she from yet? We could go to college around her."

Graham shook his head, frowning. "No. She refuses to discuss her life, her friends, school. I know everything else about her."

"What about that Xander guy? She talks about him a lot."

"But never past the age of 14. It's like from the on she just wants to forget it all."

"You know she's from California. You also know that she won't leave without giving you a number or address. We'll find her. If not, we can always just go to that one school down there, Sunnyhaven or whatever it is. We can keep looking for her."

"God, that sounds pathetic. Like I won't let her go and we still have a week."

"My advice?" David said.

"What?" Graham asked.

"Live for today and enjoy every moment for tomorrow you don't want regrets."

"Carpe diem and all that?" Graham smiled softly.

"Well, I wasn't going to be all latinish but of course smart boy has to bring out the big guns....."

"Hey, thanks."

"For what?" David asked, chewing his food.

"Being such a great friend. I have to go. I'll be back later. We can shoot some hoops."

"Cool. But I get Willow on my team this time."

"We'll see" Graham said, laughing as he went to pick her up.

***

Willow leaned against Graham. The firelight cast shadows on the sand. A slight breeze blew in from the ocean, smelling of salt water and rain. She only had one more day. She hated to leave. She knew that she would have to go back and face the demons and nasties. It had been wonderful being normal, even for a few weeks.

She felt Graham's hand rub her shoulder. Graham. Another reason she hated to see the night end. One last day with him. The summer had been perfect. He had been perfect. She loved him. She hadn't wanted to. Never meant for it to happen. But, it had. He had gradually wormed his way into her heart, taking up a huge amount of space. She sighed as she moved into closer to him. She didn't want him to let her go.

"I miss you already and you haven't even left yet" Graham said quietly.

"Don't think about it....I don't." Willow replied.

He put his hand under her chin, bring her wet eyes up where he could see. He smiled softly, brushing a tear away. "Not thinking about it? Why are you crying then?"

"I don't want tomorrow to get here and end." She said truthfully.

"Me either. If I could, I'd stop time right here and now. We could spend eternity sitting here at the beach, a light breeze rolling in, together. But, I can't."

"I know." She whispered, her eyes wished he could.

"Can I kiss you?" he asked.

She nodded shyly. She knew what he was asking. Each time they kissed, it had gotten harder to stop. Now, she knew she wouldn't. She only had one more day with him. She needed him. A memory for the nights that awaited her when she got back home.

"Are you sure?" he asked, looking deep into her eyes. Seeing her answer, he brought her mouth gently to his. He pushed her back against the blanket, their bodies molding perfectly. As the kiss deepened and things escalated, the stars above twinkled brightly, casting light down on the soon to be lovers.

***

Willow woke up to soft lips kissing her face. Smiling, she looked at Graham. He brushed her hair out of her face as he asked softly, "You ok?"

"It was beautiful."

"I'm glad. I moved you inside....when it started to rain...." he smiled again.

"It rained? Wow. I was dead to the world." Willow looked around and saw that they were in his bed. She was wearing an old t-shirt of his, her clothes piled neatly in a chair. Her clothes! Golly, she was no longer a virgin. She could see writing the report for school about what she did on her summer vacation. Not a PG rated account.

"You were tired" he said, touching her face. Last night had been perfect. He had had sex before, but never with anyone he truly loved. It had been amazing...the emotion they had shared. He would never forget it. He also would never think of campfires in the same way again.

"Someone wore me out" she teased softly, amazed that she wasn't blushing.

"Make me have the blame" he mumbled, kissing her suddenly.

"That was nice" she said after he pulled away. "Is it morning?"

"Almost after noon. David has already been by once wanting to know when we plan on getting out of bed."

"Not true. I wanted to know when I could join you two." David said laughing from the doorway.

"Go away, Palmer." Graham said, glaring playfully at his friend.

"Yeah, Palmer. It's too early for you today" Willow said, smiling. It was strange. She would have been bright red if one of her friends had come in to the room, but with David, she was completely unembarassed.

David's face fell. "It's your last day here Willow. You two aren't going to spend it in bed are you? I thought we'd make some memories......"

Graham frowned, not wanting to remember what would happen in less than ten hours. Willow would be leaving at eight o'clock. He looked at her, his eyes filled with love. He held her tighter, knowing he couldn't let her go.

Willow smiled sadly. She was going to leave soon. She'd never see either of them again. They'd go off to college on the East coast and she'd be in Sunnydale trying to stay alive. Graham would forget her eventually. Not wanting to think about that, she smiled at David, "Could I spend the day in any other way than with my two favorite men?"

He smiled, 'Good. Get your lazy ass up and get dressed than. We've got memories to make." He headed out of the room, whistling.

"Willow...." Graham started, needing to tell her how he felt.

"Please don't" she whispered, looking at him. "It will make goodbye that much harder."

"But...."

She put her fingers against his lips. "Please. For me."

He nodded, "Fine. For now. Better get going or David will storm back up here."

She smiled as she stood and gathered her clothes. She loved him so much.

***

Willow laughed, "No way. I so can't see that."

"True. I swear. Ask anyone" David said, laughing.

Graham nodded, "It's true. That's how we became friends."

"He hit the bully and saved you? Ah, how sweet" Willow giggled.

"I was five" Graham grumbled.

"See, even then I was the hero" David said, laughing. "You should have stuck with me kid."

"I think I did fine" Willow said, kissing Graham softly. She caught the envious look in David's eyes. "Have you ever been in love?"

"Who? Me? Uh uh. Not my thing. I like to be free and wild. Sow my oats as they say." He wiggled his eyebrows playfully, "Want to sow?"

"Don't you give up?" Graham asked, shaking his head.

David thought about it a minute, "Nope. She will be mine....even if only in my dreams."

"Good. Keep it there." Graham said laughing.

Willow glanced at the clock and smiled brighter. Only five hours left. She could do it. She could make it throught the rest of the night before breaking down.

"So, Will. Any colleges in your area?" David asked.

Graham kicked him under the table, glaring at him.

Willow shook her head, "Nothing much. No. Small town and all. So, what else are we doing tonight?"

"I thought we'd have a volleyball game. We want to end our streak undefeated" David said, knowing not to push her.

"Sounds cool. I can't believe I'm winning at sports. None of my friends would believe it either."

"That's why we guys are nice to have around." Graham said, taking her arm and kissing her softly.

"I can think of other uses for you too....." Willow said softly, for his ears only.

He looked at her and smiled as she pranced after David, taking his arm and laughing.

***

"Willow. Please" Graham said softly.

"No. I can't."

"Damn it. I love you!"

She covered her ears. "I can't hear that. Please understand. I have to leave. It makes it too hard when you say that."

"I can't help how I feel. I've never felt this way about anyone."

"I love you too....but I have to go" Willow said, softly.

He leaned forward, putting his forehead against hers, "I can't let you. I know I have to here" he motioned around them, "But I can't here" he pointed to his heart, "Or here" he pointed to his head. "You'll never leave me."

Willow gave in to her tears. She closed her eyes, allowing him to pull her into a hug. She felt as though he were going to squeeze the life out of her. "I will never forget you."

He pulled back, "Here. This is my address and my phone number. I also gave you my email account. I don't know where we plan to go to school, but CALL me."

"Ok" Willow said taking the paper.

"Can I have your number?" he asked, desperation in his voice.

Willow rattled off a number. She didn't know what it was, but it would let her leave. "I have to go. Tanya is waiting. Take care of yourself....and David" she smiled softly.

"You too. I'll call you tomorrow....make sure you made it home safe. We'll be here another week before heading home."

"Ok." Willow felt guilt in her heart for the lie she had told him. She kissed him deeply, memorizing his taste and feel. "I love you Graham."

"I love you more, Willow" he responded, smiling softly.

"Goodbye."

"No. Goodnight" he corrected, knowing he wouldn't let her go.

She got in the car, her eyes on him in the rearview mirror as her aunt pulled away. She looked at the tearstained paper in her hands, reading the information on it. She looked back at him, wanting never to forget him. Her aunt smiled, "Did you love him?"

"Yes....just a summer romance though" she said quietly as she slowly ripped the paper he had given her in small pieces. She couldn't let him come to Sunnydale. He'd be hurt or worse and it would be her fault. She loved him too much for that. She had to give him up. It was the only way. She leaned her head against the window, her eyes on the ocean as she cried quietly, "Just a summer romance..."

"Earth to Willow!" Buffy smiled as Willow glanced at her.

"Sorry. What were you saying?"

"I said, I'm glad you came tonight. You never get out. We've been at school for three weeks. Heck, I'm already dating someone fantastic. True, I met him over the summer and he helped me through a very bad Angel-missing time, but he's still great. And you, you never leave the dorm. What's wrong?"

She smiled softly, "Nothing. Just was a tough summer."

"Oh...thinking about Graham and all. Do you ever wish you'd kept his number?"

"Every waking moment....Then, someone I know dies and I'm glad he never had to go through that." Willow said, frowning.

"I'm sorry" Buffy said, hugging her friend as they walked to Riley's frat. "I know from how you've spoken of him, he had to be something special."

"He was" Willow said, remembering. "I know you would have loved David. He was so sweet and funny. Graham was too but more in a my type way."

"I'm sure he thinks about you" Buffy said.

"I doubt it. He probably forgot all about me. I'm rather forgetable." Willow made a face.

"Are not. My god. You fell in love over five weeks. You still think about him. It meant something to him too."

"I hope so. As David said, you have to make your memories."

"I think I would have liked him." Buffy said, smiling softly. "We're here."

"You're sure Riley said to invite me?"

"Actually, Riley told her he'd be thrilled to have the two most beautiful women on campus as his escorts."

Willow turned and smiled at the grinning boy. "You makes us sound unsavory."

"Never, Wills" Riley kissed his girlfriend, again wondering how he'd been lucky enough to run into her on campus during the summer orientation. "Come on, I've got people to introduce you two too."

"Hey guys. Forrest, this is Buffy, mine. And Willow, free."

Willow turned to him, hitting his arm. Turning back around, she froze. Her face went pale as she stared into cold eyes that were looking at her so seriously.

"Graham?" she whispered.

"Willow" he said, his eyes betraying nothing.

"THE Graham?" Buffy asked, looking him over. Yep, definitely the man in the pictures Willow had.

"I'd say hello, but Willow never spoke of her friends." Graham said, his voice controlled.

Willow felt so many emotions go through her. Happiness, love, disgust at herself, worry, fear. She spoke softly, "It's nice seeing you."

He laughed harshly, "A pizza place. Fitting huh? Our first date was Italian. You could have just told me that you didn't want to see me again."

She shook her head, tears in her eyes, "You wouldn't listen. I had to leave. It was too hard."

"Hey, why don't you two go upstairs and talk privately" Riley said, noticing several partygoers watching.

"We have nothing to say" Graham said crossly.

"Please, Graham."

Graham couldn't believe she'd been in this town all along. He'd been there over a year. A year. So much he had wished she'd been by his side for. Now, he had the iniative. He didn't need anyone. He'd learned the lesson of loving. You always got hurt. "Fine."

Willow followed him up the stairs. She knew that he must be part of the iniative. She and Buffy had found out about that shortly after school had started. She was still suspicious of them, but things seemed fine so far.

She moved into the room, pacing as he sat. "I couldn't let you know where I lived. You might have come after me....."

"I did." He said softly.

"What?" she looked at him, her eyes wide.

He laughed humorously, "We knew it was California around LA. Your aunt only told us that much. I looked everywhere for any Willow. Didn't know your last name. Dave decided we should just go to Sunnydale College since it was the only California school we'd considered. Made it easier to search. What a joke. You didn't want me."

"I did....too much. You've been in Sunnydale a year?"

"Yes." He said curtly.

She knew then that she had no chance with him. He wasn't going to forgive her. She couldn't believe he'd done so much to find her. She looked down at her feet and asked in a small voice, "Where's David?"

Graham felt the familiar pain slice through him. He relived the attack, again thinking he could have done something. The night he had discovered that vampires truly did exist. The night that had changed his life forever. The night that had led him into joining the Iniative.

"He's dead."

"Dead?" Willow said, sitting down. Her knees were weak. She slowly shook her head. "He can't be dead....not David."

"Trust me. I was there." Graham said, his voice cold. He didn't want to remember. He didn't want to break down in front of her. Not in front of Willow.

"How?" she had to ask.

"You wouldn't believe me if I told you."

"Try me. Don't you wonder why I didn't want you in Sunnydale? I loved you too much to have you come here...this place is evil."

Graham looked at her and saw the serious look in her eyes. She had loved him. He wished, for David's sake, that he had been able to forget her. "Vampires."

"Goddess....not David...."

He nodded, "Yes. Almost got me. Riley saved me. That's how I found out what went bump in the night. Rude awakening, I can tell you. Riley's been a great friend since."

"Riley's a good guy...." she said softly.

"Yes, he is. Not David but a good guy..."

"Is that how you got mixed up with the Iniative?"

He looked at her sharply, "What?"

"Never mind. I can see you don't want to talk to me. Unpleasant memories I guess. I'm sorry.... about a lot of things."

"Fine" he said, wanting nothing more than to stop her and hold her tightly against him, never letting go.

She blinked away tears at everything that had been lost, "Goodbye Graham. Take care of yourself...." she froze as she remembered the last time she had spoken those words.

"And David" he finished, whispering.

"Sorry...I'm leaving now."

"Willow."

She looked at him, "Yes?"

"You did love me, didn't you?" he had to know.

She smiled softly, "Never stopped."

Before he could reply, she was gone.

***

He glanced at the clock. Only five more hours. Then, he be in Sunnydale. Good old Sunnydale. He'd missed it the last year. But, so many people to meet...so many people to kill. He'd put off the touching reunion he knew would be awaiting him. He had to be stronger. Ready to kill. It was time. Time to have some fun. A smile crossed his lips. Maybe he'd even bag him a slayer. He turned the radio up singing along with the song as he envisioned the blood and mayhem that awaited him.

***

Spike smiled as he watched the redhead cross the campus. He left his car as he moved to follow her. Maybe killing the slayer wouldn't be too far off yet. He had only been back in Sunnydale less than a week, but he'd already realized how fucked up the town still was.

He cringed as he remembered his run in with some military types. He frowned slightly. Damn idiots. He'd had to escape and now find himself unable to feed. He knew the slayer had to be involved. Meddlesome bitch. It had taken him a day to find any of her litter of pups. Now, he had found Red.

Willow stopped walking. She felt eyes on her and a wave of fear spread through her. Someone was watching her. She'd felt uneasy for the last day or so. Now, she knew someone had to be there. She began to walk faster. She was only a short way from the dorm. Of course, Buffy was at Riley's, on the other side of the campus.

She hadn't spoken to Graham since that night a week ago. She's seen him a few times, but he'd ignored her. She understood. She was to blame for everything. She should have just called him. Then, he wouldn't have gone to school at UC Sunnydale and David would still be alive. She knew though that that wouldn't have happened. He'd have still come to Sunnydale and probably gotten himself killed.

She did love him. Even when he stared past her, ignoring her, her heart felt such emotion for him. She wouldn't cry. She'd done enough of that the last year to get her through the rest of her life. She would get over him. They'd only been together for a few weeks anyway. Why couldn't she forget it? She heard footsteps behind her on the lonely sidewalk. Glancing around, her eyes widened. Spike!

She turned and began to run. She heard Spike swear and begin to move after her. She collided into someone, and began to babble, "Oh great. He's after me. Help me please."

She heard a laugh...a familiar laugh...as she looked up into dancing eyes. Blonde hair fell in an unruly cut. "He's not the only one, Willow."

She tried to move away, fear practically paralyzing her, "David."

Willow shook her head, "You're dead."

"Am I?" David said, a smile on his handsome face. "Feels great. Loving it."

She began to back away. She didn't like the gleam in his eyes as he looked at her, "I've been watching you Willow....he let you go....doesn't want you. I still want you. Always did....Now, I can have you."

"Watching me?"

His grin deepened, "Since school started. Man, do you know how hard it was not to take you right away? Just savor the blood. But, that isn't part of the game. Making him suffer then taking you, that is."

"Why? He loved you."

David's face lost its smile, "He let me die! Watched and didn't do a thing. I saved him. I was the hero. He was always the quiet one. Well, that's going to change. He's going to get strong of lose the one thing he loves the most....."

"Don't think so, chap." Spike said, stepping in front of Willow.

"Who are you?" David asked, backing away slightly. He could sense controlled power in this vampire. Old power.

"Name's Spike." Seeing David's eyes register recognition, Spike smiled evilly, "You've heard of me."

"You're not a part of this" David said rudely.

"But I am. The girl is mine."

Willow couldn't believe he was saving her. What was he thinking? Why was she still there instead of running? "Since last year" she said softly, remembering when he had kidnapped her and bitten her during senior year.

"No. She belongs to me" David said.

Spike hit him hard, sending him backwards. "Touch her and face me. She's mine, whelp."

David stood glaring at them both. "We'll see. You can't be with her all the time."

Spike watched him run away before turning to Willow. Taking in her frightened face and wide eyes, he sighed loudly. What had he done? Speaking rougly, he said, "So, pet. You owe me. Let's say we head back to my place. We have to talk."

***

Spike watched her sit down, her knees tightly drawn together. She was twisting the bottom of her shirt in her hands. He could smell her fear. Rolling his eyes, he cursed himself silently. Why the hell had he saved her? It would have killed the slayer that her little friend had died. But, no. He'd had to be a bloody hero. What was that old song? The one Dru sang all the time to him to annoy him, Billy Don't Be a Hero....Yeah, that was it. She knew he hated it. Hell, he was living out that damn thing now.

"Want to tell me who I saved you from?" he asked, lighting his Marlboro.

"His name is David...." Willow said softly. She looked up and saw actual curiosity and concern in those beautiful blue eyes. Spike cared?

"And?" Spike asked, irritated. He wanted to know what he was up against. No one went after something that belonged to him. And, he'd realized, the little witch did.

Willow began to tell him about the summer she had met David and Graham. He asked a lot of questions, going through a pack of smokes before her interrogation was through.

"What is it with this town?" Spike asked as she told that Buffy was with Riley.

"Huh?" Willow asked confused.

"The names, luv. Doesn't anyone have a normal here? It's like a bleeding soap opera. That David bloke is the first normal named chap I've met here."

Thinking about it, Willow had to smile, "You're right. I can't think of anyone off hand that had a common name. Xander I guess but he doesn't go by Alexander. Oh, Jonathan. That's normal. And William is normal."

"Sad thing when I'm normal, pet." Spike said smiling slightly.

"True.....are you going to kill me now?"

He laughed, "Nope. I got me uses for you."

"What?"

Spike sighed loudly. He explained about the soldiers and what they had done. What he had seen in that place. She took it all in, asking questions of her own.

"I know who they are....I wonder why they are doing all that...." Willow said softly.

"Up to no good if you ask me."

"I can't tell Buffy?" she asked.

"Slayed is probably involved. Damn silly chit. I need you, Red. You need me. Do we have ourselves a deal?"

Willow thought it over. In exchange for her getting him blood until he reversed what they had done, he would protect her at night from David. He would bite her, reknewing his claim for any vampire around to smell. It was an easy decision, really. She didn't have anyone else to protect her. She smiled slightly, moving her head.

Offering her neck, she asked, "Bite me Spike....please?"

***

Graham stared at the picture, his mind taking him back to that summer. He still loved Willow. The year apart hadn't changed that. If anything, the seperation had strengthened their bond. He had felt it pull at him during the party. It had taken everything in him not to run after her and hold her close.

He didn't blame her for David, contrary to what she thought. They had made the decision to move to Sunnydale. In fact, she had encouraged them to go to the East coast. Now he understood why. He remembered his and David's first months at the school. David had been the one to be approached by the Initiative. They had eagerly recruited the athletic young man. Graham had gone along reluctantly, David begging him to join the team.

His reluctance had disappeared the night that David had died. He had watched a demon drain the life from his friend. After that, he had been determined not to stop until all the vampires had been taken care of. The biggest problem was that as soon as they killed five, ten more popped up. It was almost pointless at times. But, with each one he killed, he had just a bit of revenged for his friend.

He knew that he was going to give in and call Willow. He missed her so much. Missed having her in his life. He just didn't know if she would understand why he had acted like such a jerk at the party. He hoped that she did. He loved her so much. She was the last thing that might bring him happiness. He was tired of the endless pursuit of revenge. He just wanted to lay down and hold her, smell the apple scent in her hair.

Shaking his head, he glanced again at the picture. Soon, he would swallow his pride and see if she could forgive him for his behaviour at the party. Until then, he would remain lost in his memories of happier times. Before Sunnydale.

***

"Will. Where are you going?" Buffy asked, looking at her friend.

Willow glanced up, her eyes darting around. She felt the fabric of the turtle neck rub against the bite on her neck. Her mark. She had been properly claimed by Spike several nights before. Since then, she had spent each night with him, not returning to the dorm until dawn. It was safer that way. For both of them.

"Out."

Buffy sighed, "What's wrong? I haven't seen you except for a few minutes the last few nights. You aren't here when I get back from patrol...you don't get in until it's light outside. If it were anyone else, I'd say it was a man. You don't seem happy though....."

"It's nothing Buffy. I've just been spending time with a friend...."

"Graham?" Buffy asked eagerly.

Willow shook her head slowly, "No. He won't even look at me....just through me. Someone I knew before college. We ran into each other...hit it off. We have things in common right now....."

It was strange, but Willow was speaking the truth. She and Spike did have a lot in common. Similar likes and dislikes. He was still trying to get over Dru. She was trying to get over Graham. He listened as she whined and wept. She listened as he did the same. He still loved Dru. She still loved Graham. They were becoming friends. Only on the hellmouth would a vampire become friends with the slayer's best friend.

Willow had begun helping him investigate the Iniative. Things there weren't as peachy as they seemed. Willow didn't trust them at all. What they were doing was terrible. They should just kill the demons or let them go. Torture, even for evil, was inhumane. She and Spike were going to get to the bottom of it all though. She was also worried for Graham and Riley. They were part of this but neither seemed the type to do what she had heard they were doing. They had to be clueless to the real extent of power the Initiative had. She hoped they got out safely before things collapsed.

"Do I know her?"

"Don't think so. Lunch tomorrow?" Willow asked.

Buffy nodded and smiled, "Sure. Take care of yourself."

Watching Willow leave, Buffy frowned slightly. She knew her friend was hurting from the realization that she had truly lost Graham. She wouldn't talk about it, though. Seems she had found someone else to listen. Buffy was ok with that as long as Willow was happy. Buffy got up to go meet Riley. Stopping, she wondered why Willow was wearing a turtleneck in this heat...

***

"Where are we going?" Willow asked, rushing to keep up with Spike.

"You'll see" he said smiling cryptically.

She rolled her eyes as she felt a trickle of sweat drip down her back. She really needed to let him bite her somewhere else. This turtle neck thing was getting to be a drag. An image of Spike biting her somewhere else entered her mind, making her pause. Heat spread through her that she couldn't even blame on the terrible Sunnydale weather. Shaking her head, she hurried to catch him.

She ran into Spike's back, her hands clutching his leather duster to steady herself. She looked past him and froze. It was Graham. She moved into the trees, pulling Spike with her. She felt his hands on her shoulders as he peered into the darkness. She watched Graham as he met up with several other soldier boys. He looked gorgeous. Another image entered her mind...this time Spike and Graham biting her and ......She let out a breath wondering where those thoughts had come from. She definitely needed therapy.

"That him?" Spike asked, his eyes on the boy that had made her heart start beating faster. He leaned in closer to her, her scent intoxicating him.

"Yes" Willow said, her eyes looking back at him. He glanced at her, his blue eyes unreadable.

She still loved the boy. He could see it in the green depths. Probably always would, poor chit. Same as him and Dru. He saw the men head their way and he reacted. He caught her mouth, pushing her onto the ground. They couldn't be found or he might be recaptured. He heard her gasp and instinctively thrust his tongue into the warmth of her. She stiffened before she relented. He felt her hands on his head, urging him closer.

Graham heard a soft sigh that he recognized. He waved the others on saying he'd catch up to them. Then, he moved to look behind the row of bushes. No! Willow. Willow and some other guy. His heart tore open as he felt pain spread through him. He stumbled backwards, closing his eyes. She didn't want him anymore. She wanted someone else. He groaned as he realized he'd waited too long.

Willow heard a groan penetrate her mind. Startled, he pushed Spike off of her. She looked over and saw Graham looking at them.

"Graham!" she cried out, knowing what he had seen. He shook his head before running off. She felt tears on her face as cold arms went around her, pulling her closer. She moved her head, her tears falling on the fabric of his shirt.

"Shhh, pet. He'll understand....he loves you....I saw it in his eyes..." Spike spoke quietly, trying to get her to stop crying. He hated tears on the faces of those he loved. Damn it. Why did everything in this town have to go so wrong?

***

David looked at the woman and grimaced. "I told you. Spike claimed her."

"I don't care! I want her here. You want her, go get her."

"He'll rip me apart." David said, heaving heard stories of the blonde vampire.

"Are you scared? You pathetic, weak moron."

David felt a rush of anger at her words. His eyes gleamed, "I am not weak!"

"Prove it" she taunted. "I want the redhead."

Curious, he looked at her. "Why?"

She smiled, "Part of my plan, vampire. Part of my plan. She's vital to it, actually."

"I won't let her die." He said.

An evil grin crossed her face, "Oh I don't plan on killing her. Not saying she won't pray for death...."

David shook his head softly, "You can't take her. Spike will kill to keep her safe."

"I'm not scared of some skinny Brit. Bring him on and I'll stake his ass."

"Not that easy." David said, looking at the girl. He wondered again who she was. He had run across her the previous week. Feeling his still human side rebel at the idea of hurting Willow, his demon side relished the thought. He again sensed that uneasy power in the girl sitting in front of him. "He doesn't die. Rather a myth around our circles."

"I want Red. Whatever Faith wants, Faith gets. Now, do you want to help me or not?" Faith smiled, an evil glint in her eyes. She owed Willow. It was time for paybacks.

"You're a slayer" David said, finally placing the power. He felt a wave of fear for Willow. He hated this. Hated what he had become. Not evil but not human either. The damn iniative and their experiments. Thinking of Graham and his own 'death', he knew what he had to do. Smiling, he glanced at the dark haired girl, "I'll help of course. But, only if I get her when you're finished."

"You can have what's left" Faith said, hating having to get a vampire to help her. "I want her tomorrow. Find a way to distract Blondie for me and I'll take the prize."

David nodded. "Fine. Tomorrow she's yours."

Faith smiled, "And then that bitch Buffy can start to pay. Ain't life swell?" she asked before downing her drink.

***

Spike looked into the darkness and cursed. Something was wrong. He had felt it this morning but could do nothing. Now, he was free to find his mate. He just had no idea where to look.

"Hey there." A voice called to him.

Turning, he saw the vampire from that first night. "What?" he said crossly. Willow was in pain.

"Uh...I don't know what to say, but I think Willow is in danger." David said, his demon cursing his human side.

"Like I bloody well don't know that one already. I can feel her, you damn poof. Where is she?"

"That I don't know. I never wanted to hurt her. I love her. I want to help find her if you'd let me....I feel a bit responsible for this."

Spike moved quickly, pinning the youngster to the ground, "I'll ask one more time before I get angry. Where is she?"

With each of the words, he hit the vampire in the face. David coughed up blood and flinched, "Some girl...I met her a few nights ago. She wants revenge on the slayer. Said she wanted Willow. That she owed some paybacks. She's nuts, man. Completely insane. I told her I'd help her, but I couldn't give Willow to her."

"What was her name?" Spike asked, knowing that Dru wasn't in town.

"Faith. She's a slayer too."

Spike sat up, "Bloody fucking hell. I can't face her alone. She'll kill Red before I could do anything...Fuck it." Spike continued to curse, kicking at the stones littering the commons.

"Could this slayer help?" David asked, cringing as Spike faced him.

"I am not asking that slutty little priss for help. I don't care if the slayers kill each other. Saves me the work. I just don't want my Willow in the middle."

David thought about it and cringed, "There is someone else....he'd do anything for her...."

Spike looked at him, his blue eyes thoughtful, "Graham."

David looked surprised, "Yeah, Graham."

Spike made his decision. He needed help. This youthful vampire wouldn't be any good at facing a slayer. He had to think about saving Red. Nodding, he spoke, "Take me to him."

***

Graham glanced at his watch and frowned. Damn, he was late. He stood up, stretching. He had been at the library for hours. Technically, he wasn't on duty tonight. He just had an urge to kill something so he figured he'd better try venting that anger somewhere useful.

He gathered his books and left the library. Heading out across the campus, his mind was on Willow, as usual. She was missing. She had not been back to the dorm, nor had she made it to any of her classes. He was worried. He had a strong feeling that she was in trouble. He could feel it in his heart.

He heard a match strike and glanced over. Startled, he froze. He recognized the bleach blonde hair of the Hostile that had escaped several weeks before. He mentally cursed himself for being out after dark without some sort of weapon.

Spike looked a the boy, studying him with cold blue eyes. The lad wasn't shaking but he was nervous. Good, at least Red wasn't in love with some nancy boy. "I need help."

Graham's eyes widened as the vampire spoke. "From me? You must be joking."

Spike rolled his eyes, "You're wasting time. What is it about humans and their perception of situations?"

"I'm not helping you" Graham said, knowing he was about to die.

Spike dropped the cigarette. He moved quickly, pushing the youth against the side of the building. "Do you love Willow?"

"What?" Graham felt himself draw in a deep breath. "If you have her...."

Spike studied the eyes, searching. Satisfied with what he saw, he relaxed his grip. "She's in trouble. Has been since this morning. Didn't the slutty slayer notice?"

"Slayer? Willow's in trouble? How would you know?" Graham's mind was confused. Too much was happening. He couldn't follow it all.

"Buffy, the vampire layer. Your little soldier boy friend didn't tell you? Guess secrets go many ways, huh?" Spike watched the denial spread over the boy's face. He defended his friend. Loyal. That was good.

"Willow." Graham said through clenched teeth. Thinking about it, things made more sense. The slayer wasn't a myth...she was Buffy.

Spike's eyes flashed with pain as he turned slightly, "Stupid slayer bitch has her. Got her this morning when she was going back to the dorms from my place. I couldn't help her."

Graham was amazed. There was such intensity in the vampire's voice. "You were the one kissing her...." he realized.

Spike nodded, looking at him, his gaze unwavering, "She's mine. I had to mark her to protect her. She didn't want you to know....well, last night was suppose to cover us from your little group."

"Yours?" Graham said, an edge of anger in his voice.

Spike smiled suddenly, "Actually, she's hers. Independant little thing. But, she's in pain. I can't do it alone...."

"Why should I help you?" Graham asked, visions on Willow in pain hurting his heart.

Spike again smiled as he lit another smoke, "Cause you love her."

Graham let out a breath. He looked at the vampire and nodded in understanding, "So do you."

"Me? In love with a mortal chit? That's funny" Spike said, making a slight face, "She loves you, boy. Now, will you help?"

"Yes" Graham said, knowing he had to find Willow. He also knew that despite the vampire's protests, he was in love with Willow. "Who are you? Who has her? And who do we have to kill?"

Spike smiled at the determination in the boy's eyes. Maybe Red was right about this one. "Name's Spike. That insane slayer bitch has her. Who to kill? Her name is Faith, my boy."

"Where is she?" Graham asked, trying to decide what weapons they would need. He'd sneak them from the complex. Suddenly, he realized that he was going to have to kill a human. He'd never killed a living person before. Could he do it? For Willow, he'd try.

"That's where I come in" a very familiar voice said. Graham looked, his mouth falling open.

"You're dead" he said, staring disbelieving at his old friend.

David smiled, "Man, oh man. We've got a lot to catch up on don't we?" He heard Spike growl and looked in fear at the master vampire, "Uh, but after we get Willow and slay ourselves a slayer."

Graham nodded, following after him, his mind reeling. Way too much for him to completely comprehend right now. First things first. Save Willow. Then worry about the rest after that.

***

"So, who's bigger?"

Willow glanced up, blinking away a drop of blood that was dripping in her eye. She looked at Faith's smug face and wished she could wipe that smirk off of it.

"Must say, Red. Didn't think you had it in you to have two men, one a vampire no less. So, who is it? Mortal boy have the biggest? I bet it's the vampire."

"Go to hell" Willow said, her eyes blazing.

Faith just laughed, the sound drifting on the air. She looked over her captive and smiled. Willow was hanging from shackles, her mostly nude body marked from the sting of Faith's whip. Faith had been playing with her all afternoon. Nothing too serious yet. Just enough so that the redhead would feel pain. She stopped before causing any permanent damage.

"Been there, done that. Called a coma, lover. This terrible black nothingness. Only, due to my super dooper slayer skills, I was there. Alone with just my thoughts for months. Alone with the memories. That little bitch tried to kill me."

"Then why am I the one here?" Willow asked, jerking at the chains above her head. "I can give you her dorm number. You two can fight it out. Oh, wait. She'd win again."

Faith just smiled, "You know...you were the only one that came to see me."

Willow looked up, her eyes widening, "What?"

"You visited. I got to know the smell of your shampoo....apples and vanilla. It was one of the only things that kept me from just wasting away. Listening to that endless babbling about everyone and what they were doing.....kept me sane."

"Sane? Must not have worked that well" Willow said dryly.

Faith laughed openly, "Good one. So, Red. Why? Why visit me? You hated me."

"You saved me once" Willow said softly. She still didn't know why she had felt the need to visit the comatose slayer, but she knew it was partly from guilt. They should have been able to keep her on their side...if they had tried. Also, Faith hadn't had anyone to visit her. If it were her, she'd want someone to care.

"I did, didn't I?" Faith said, smiling as she remembered.

"Why are you doing this to me?" Willow asked softly.

"Because.....I don't like caring. I don't like needing you. I need those visits Red. They got me through. Oh, don't worry, Red. I don't plan on killing you. Buffy and the others? Fuck yeah. You, I will let you go."

"I would rather die than let them die." Willow said, her voice strong.

"Don't push me, Red. I can arrange that too. So, tell me about them." Faith sat down, cutting open an apple with a large knife. She took one piece in her mouth and began to chew.

"Them?" Willow said, her eyes on the knife.

Faith smiled, "The vampire and mortal. Who's the best in bed? Come on, Red. I want details. I haven't had any action for months. We can use a sharing moment. If I don't stay entertained... well, who's to say what I might do?" She licked the apple juice from the blade, making sure Willow saw it.

Willow got the threat and decided why not. She had a good imagination. Besides, if she stalled long enough, maybe Buffy would get her ass here finally.

***

Spike entered the warehouse with Graham at his back. It took a lot for him to trust the mortal, but he had to be in front. He was more prepared to fight the slayer than the mortal was. He heard laughter and froze, glancing at Graham.

Graham moved forward a bit, straining to hear. He exchanged a confused look with Spike before they made it to the entrance of the room. Startled, they saw Willow hanging from chains. A brunette was seated in front of her, laughing.

"So, they don't mind that you're fucking them both?" Faith asked, her voice carrying to them.

They knew they should strike but both were curious to know what was going on. David was keeping watch outside, so they had time. The listened, their eyes on the scene in front of them.

"No. They enjoy each other, so why should they care?" Willow said, sighing. Her arms hurt, the light marks from the whip still stung, and Faith wouldn't quit asking for details. She was going to hell for all the lying she had done in the past half hour.

"Wait! They're fucking too?" Faith sat back, respect on her face. "Didn't think you had it in you at all, Red. Those two hotties and just you. A bit selfish though."

"What can I say? I'm insatiable" Willow said dryly. Faith was believing everything she said.

"Must be. So, you keep avoiding the question. Who's the best?"

Willow glanced down, "I couldn't choose."

Spike glanced at Graham and saw the tension in him. He leaned over, "I haven't shagged the chit. Wanted to, but didn't. She's bluffing the slayer for some reason."

Graham looked at him, surprised to see sincerity in the blue eyes regarding him. "Doesn't matter. But, thanks. I'm glad to know."

"Yeah" Spike said, looking back at Willow. He began to think of a plan of action, wanting to get her out as easily as possible. He almost didn't hear her reply to the slayer's last question.

"You got to have a preference Red. Graham is the sweet soft one. Spike the hard rough one. Which one makes you wet?"

"Both of them" Willow replied honestly. "I love them both so they both turn me on."

Graham and Spike froze hearing her words. Was she just bluffing or not?

"Lucky bitch" Faith said, shaking her head. "So, time to play. You ready?"

Willow sighed, steeling herself. She heard the whip as it rushed through the air. She cried out as it made contact with her skin.

Willow felt Faith move behind her. She stiffened when she felt lips on her back. "What are doing?" She squeaked out.

"Insatiable right? Talking about all that made me horny. You're here....I'm here..." Faith let her voice drop off as her hands rougly kneaded Willow's breasts.

"Stop it." Willow said, moving out of the slayer's grasp. "Faith! Quit."

"Would you rather me beat you more?" Faith asked, a twinkle in her dark eyes.

"No" Willow said, "But I'm not like that. Plea..." Her words were cut off by lips. Faith's lips. She whimpered trying to get away.

Spike went into action. He nodded at Graham, who came out of his daze and walked forward.

"Hello luv. I don't remember saying you could play with anyone else." Spike said, strolling out into the room.

"Spike!" Willow called out, happiness in her eyes. She saw Graham move behind her, reaching up to unfasten the chains. They were working together?

Faith pulled back, her eyes looking over his lean frame. "Hot damn. We can just make this an orgy" she said, running her fingers over the material of Willow's panties.

"I don't share" Spike said, staring angrily at her. Stupid bitch. LIke he'd take her when he could have Willow.

"Only with Graham?" Faith taunted, seeing the nerve in his face twitch.

"Something about a warm mouth that is inviting.....can't get enough warm cock." Spike replied, arching an eyebrow.

"Damn, you really won't share?" Faith realized he was serious. "I don't want to fight. But, whatever."

The two began to move around the room, fists and legs flying out. Spike avoided her easily, Faith not able to avoid his punches. He wanted blood. She had hurt Willow. For that, she would die. She suddenly lashed out, Spike catching her fist easily. "Guess that time in the hospital weakened you, slayer. Ready to play?"

"Spike. Don't kill her," Willow said, rubbing her wrists. She leaned against Graham, enjoying the feel of his arms around her.

"What?" Spike roared, a bolt of jealousy spreading through him. He tightened his hold on the slayer's neck causing her to pass out as he saw the boy with his arms around Willow. A blanket was covering her shoulders.

"You can't kill her." Willow said, sighing. "She saved me....we have to think of something else."

Graham felt her move away from him. He watched as she went to Spike. Spike looked at her and smiled softly when she wrapped her arms around him. "Thank you." Willow whispered into his shirt. She pulled away and then looked between him and Graham. Her heart ripped in two, each side heading to one of the men. She closed her eyes, not wanting to deal with it yet. She loved them both.

"Can you chain her up or something. I'm tired and would love nothing more than to just sleep." Willow said, moving to stand in between them both.

Graham saw the indecision on her face and sighed. She was tired. "Spike, help me."

They fastened Faith up, putting something in her mouth to keep her from screaming. Going to Willow, they walked on either side of her. "Come on, luv. We'll get you into bed. Talk can wait."

"Thank you both" Willow said softly, her head leaning against Spike's shoulder as Graham's hand held hers tightly.

"It was nothing" Graham said, casting a glance back at the slayer. She was lucky she wasn't dead. He sighed. Why were things always so complicated? Oh well, he had Willow back. He was happy. And who knew what the future might hold?

Willow smiled softly across the table at Graham. It had been a week since her rescue. She hadn't seen Spike since he had tucked her into bed after giving her a bath that night. She had tried to find him but he was gone. Graham had been there to help her though.

They were starting off as friends. So much had happened in the year they were apart that it seemed the only place to begin rebuilding a relationship. None of her friends knew about Faith. Buffy hadn't even been concerned when she was gone. Oh, initially she had been worried, but she had assumed that Willow with her old friend.

Faith. Willow sighed thinking about the slayer. They were getting her help. Graham knew some people that were able to get her a doctor. It seemed to be working. She was regaining her strength and she hadn't tried anything funny yet. She seemed apologetic for all that had happened. In fact, surprisingly, she and Willow were becoming friends. They had never been friends.

"You miss him" Graham said softly. He had noticed that faraway look in her green eyes again.

"I'm sorry. I can't help it. He means a lot to me."

"I know. You love him." Graham said, his voice resigned.

"Yeah, I do. I love you too though."

"Just not enough" Graham replied softly.

"More than enough" Willow said, her voice sure. "I just love him the same. You both mean so much to me. I hate not knowing if he is even around anymore. He told me once that I was what was keeping him from walking into the sun....what if he felt that he lost me?"

"I don't think that Spike is the type to take care of his issues by killing himself, personally." Graham commented, making her smile.

"I know...but I hate not knowing for sure. I can't forget him....."

"It's going to be ok. He'll come back. When he does, you know that you will have to make a decision don't you?"

Willow nodded slowly, "I know. Could you just hold me? Please?"

Graham stood, his eyes on her face. He moved beside her on the couch and took her in his arms. He ran his hand through her hair, calming her with his soft words.

"I miss him so much" Willow said, sniffling. "Why won't he come back to see me?"

"He will. Don't worry, Willow. I'm sure he's fine." Graham spoke quietly. He hated to see her in pain, but in another way he hoped the vampire had left for good. He honestly didn't know who she would choose.

***

Willow used her extra key and entered the apartment. She heard moaning and hid a grin. Rolling her eyes, she ventured to the kitchen. Faith screamed out loudly. Willow began to make herself a drink, looking around for the glasses.

"Hey Red" Faith said, wandering into the kitchen. She was wearing an old pair of sweats and a t-shirt.

"Didn't mean to interrupt" Willow said, looking at the fresh hickey on the slayer's neck.

"I was done" Faith said, sitting on the counter. "Where's soldier boy?"

"He had patrol tonight" Willow said, taking a sip of her soda. She offered one to Faith who immediately gulped it down.

"Man, sex sure makes me thirsty." Faith said, smiling.

"Thought it made you hungry...." Willow said, sitting on the table.

"Nah, that's slaying."

"Oh. Guess I got them mixed up."

"How are you?" Faith suddenly asked. She looked at Willow and saw the dark circles under her friend's eyes. She still couldn't believe that after everything the girl had forgiven her. Hell, she'd pushed her into getting herself cleaned up and on the right track.

"Fine" Willow said, smiling.

"Don't bull shit me. You miss him?"

"Faith, I'm fine. Graham is great. I still love him so much....."

"You just love the undead hottie too." Faith said, seeing the look of truth in Willow's eyes. "I should stake him for you."

"Why?" Willow asked, looking at Faith curiously.

"If he's too stupid to realize what he was giving up, he doesn't deserve you."

"Thanks...I think. But no staking. Besides, he's not even in town...." Willow's voice trailed off.

"Damn stupid prick" Faith cursed the blonde vampire. She hated seeing Willow so unhappy. The girl had done so much for her lately. She deseved to be happy.

"The reason I stopped by was to see if you wanted to meet us tonight for some food."

"Don't know. I planned to spend the night fucking but food might be good."

Willow laughed, "Well let me know what you decide." She stood and headed into the living room. "Talk to you later."

Faith smiled, "I'll call."

She felt an arm around her waist and looked up, smiling. A wicked gleam entered her eyes as she looked at her lover, "What do you say we spend tonight hunting?"

David laughed, loving the look in her dark eyes. "What are we hunting?"

"Spikes." Faith said, bringing his head down for a kiss. "Willow needs one...."

***

"Faith is gone" Willow said, sitting down and sighing.

Graham looked at her surprised, "Where?"

"She left this note. It says, 'Red, hate seeing you unhappy. D and I went to find Fang. Won't come back without him. Tell that human to take care of you or else...F' She and David went to find Spike...."

"You're unhappy?" Graham asked softly, knowing the answer.

"I don't know. I am but I'm not. I just really miss him. I can't believe her." Willow had to laugh.

"If anyone can track him down, Faith can" Graham said.

"I love you." Willow said softly.

Graham looked at her surprised, "What?"

Willow smiled, "I love you. Never stopped. I know I'm a complete twit and you probably are getting so sick of me and then we have this whole Spike complication that just sort of has taken over half of my heart right now and you probably would never even think about loving me again but I had to let you know."

Graham smiled slowly, "You love me."

"Are you still on that part?" Willow asked, smiling.

"Chosing to ignore the love of Spike thing right now" Graham said, nodding seriously. "Dwelling on the I love you part."

"Oh....I never said I loved Spike" Willow corrected.

Graham just looked at her, his gaze reading her soul. "Willow...I want honesty this time around...."

She sighed, "Fine. I think I care about him more than I should. He protected me when I thought David was trying to kill me."

"I know he cares about you...that's why he left" Graham pointed out.

"You think?" she had to ask.

He laughed, "Yes. Now, no more. I am not going to spend my time with you telling you how much some other man loves you. I need to spend my time telling you how much I love you."

Willow smiled, her eyes shining, "You love me? Even though I am a confused silly little twit?"

"Yes. Even if you are a confused silly twit. Hey, I fell in love with that twit" Graham said, laughing as she punched him. He caught her face, his mouth meeting hers. "I love you, so much Willow."

"Show me" she said softly, her eyes watching his.

"Are you sure?" Graham had to ask.

"Please?"

Graham kissed her again, slowly pushing her to the bed.

***

Faith looked around the alley, her eyes darting in every corner. She sighed when she saw David. Watching him move towards her, she felt a wave of lust. There was just something so dangerous and sexy about him. It could have been his half breed status. She didn't really care. She liked him...a lot.

"Well?" She asked.

He looked at her, frowning slightly, "Met a guy who has seen him. It doesn't sound good. This guy said he'd be surprised if he were still alive. Laughing about how weak the mighty Spike was...falling in love with a human....it is a big joke around here."

"He loves her?" Faith said, scowling. "That's why he ran. Damn stupid men. Why do you all mess things up so bad?"

"Stereotyping much?" David asked, smirking at the slayer. He couldn't believe he was falling for a damn slayer.

"Of course. Where is he?"

David sighed, "This guy said he last saw him down at the wharf. It doesn't sound too good."

Faith nodded, "We'll find him. For Red. She loves him, you know." She said as they walked towards the wharf.

"What about Graham?" David asked, not wanting to see his old friend hurt.

"Loves him too. Silly girl can't make up her mind. Oh well, she should just take both. They are major hotties."

"Kinky thing aren't you?" David said, smiling slightly.

"As if you have to ask?" Faith said smirking. "Here's the wharf. Let's find him."

The two searched for a half an hour before Faith spotted familiar white blonde hair. She stopped, her mouth falling open. "Good god."

David followed her stared, surprise in his eyes. Spike was barely leaning against a deserted building. He was skin and bones...appeared not have eaten in weeks. Dark circles were under his eyes.

"What do you want" he rasped, finding it hard to sit up. He glared at the slayer, knowing his time had finally ended.

Faith crouched down beside him, her eyes curious, "What happened?"

He laughed bitterly, "I can't feed. Can't even kill a damn cat. Red was feeding me...had to leave. She loves him."

"Damn it Spike. I thought you were the smart one. How are we suppose to take you back looking like death warmed over?" Faith protested. She made her decision suddenly.

"Not going back. Going to die here. Like the water. Peaceful." Spike said.

"She misses you" David said. "That's why we're here. She loves you for some odd reason."

Spike looked at him, "She loves the mortal."

Faith laughed, "Hey, she loves you too. Can't you share?"

"Go away. Let me die in peace without your constant yacking."

Faith felt anger towards him, "Listen you here undead bag of bones. Willow helped me. She was the only one that didn't just write me off. I owe her more than you can ever fathom. For some dumb reason, she loves you. She wants you back. So, are you going to come quietly or do I have to get rough?"

Spike almost laughed. "I can barely move. How do you think it would look if I had to crawl to her?"

Faith sighed, "Here." She pulled her knife from her belt, cutting her arm. "Drink. Slayer's blood. One hundred percent proof. Just don't like it too much."

Spike stared at her in shock. She was feeding him just to take him back to Willow. She really did care about the redhead. He smelled her blood and gave in. He had to see Red again. He'd gone and fallen for the human. He began to drink the offered blood, the elixer shooting straight through him. There was such power in the blood of a slayer. He drank until she pushed him away.

She ripped her shirt, wrapping the cloth around her wound. "Now, come one lover boy. We want to make it back to Sunnydale by tomorrow night. Why the hell did you have come to San Francisco anyway?"

He stumbled to his feet, still very weak. Her blood had been good for him, though. He was getting stronger. "LA had some bad memories. Come on. Quit the talking. Let's get back."

"You're welcome!" Faith yelled at his retreating back. She saw him falter before walking on.

"Damn it, Will. You better appreciate this...."

***

Willow woke up, smiling softly at the man laying next to her. Graham was sleeping deeply. She let her eyes wander his form, taking in the changes since their time together that summer over a year ago. He had filled out nicely. She let her fingers trail over a scar on his shoulder. She wondered how that had happened.

She got up quietly, slipping his T-shirt over her head. Barefoot, she made her way across his dorm room. She looked into the hall, grateful to see that it was empty. She went to the bathroom, splashing her face with cold water. Wouldn't do to run into Buffy here.

Her friend had no idea what all had been happening lately. She was so caught up with Riley and the Iniative that she didn't notice Willow's absence. Willow knew that there was no way she could easily explain Faith's reappearance and her connection with Spike. Buffy wouldn't listen. She loved her friend dearly, but she wasn't blind to the slayer's faults.

She went back to his room, smiling at his sleeping form. Last night had been wonderful. Everything she remembered and then some. Her love for him was stronger than it had been before. They had been through so much in the last weeks. She went to sit in the desk chair by the window. Looking out into the darkness, she wondered where Faith was.

She wondered if the brunette slayer was able to find Spike. She hoped so. She had to know that he was ok. She couldn't explain her heart to anyone if they asked. She loved Graham so much it hurt. But, she also had such feelings for Spike. She had thought it rather cliched when she heard women talk about loving two men at once. Now, she knew it was possible.

With Graham, she had a chance for a future. He loved her. He was alive. Spike wasn't. Spike also was evil. If not for the implant, she knew that she would most likely be dead. How could she love someone that she should fear? Both men were so different in many ways, yet in others they were alike. They were both intelligent, loyal, caring....they had saved her. Sighing, she closed her eyes and cradled her head in her hands.

Only she would fall in love with two men. If it came to a point where she had to choose, she wondered if she would be able to make a choice. She didn't think, in her heart, that that was possible. She felt such emotion for them both. She hoped that Faith found Spike. She also hoped that they didn't kill each other before she got Spike back. She smiled slightly at the image of the slayer forcing the blonde back into town for her. Only Faith would go to such lengths to prove her loyalty.

Willow sat up and went back to the bed. Her friend would find Spike. That she knew. Faith was more determined than anyone she had ever met. It was one of her best attributes. She snuggled closer to Graham, smiling softly as she watched him sleep.

***

Spike saw her and froze. He wanted to go to her, but something held him back. Hell, he was a demon. He wasn't suppose to feel joy and happiness. Yet, just the sight of her made him feel more alive than a hundred years with Dru. He hated this weakness. Not only was he not the vampire he used to be, he was turning into a bloody sap.

Willow felt him approach. She couldn't explain how she knew it was him. There was an energy running through her body that only he brought to her. She felt her breathing become erratic as she waited for him. She wouldn't turn around. She couldn't. He had been the one to leave.

Spike moved closer, smiling slightly as the breeze ruffled her red hair. He was feeling stronger. The slayer's blood had done wonders for his health. He still couldn't believe a slayer had willingly fed him. It amused him the lengths people would go to for Willow. He knew that there was nothing he wouldn't do for her if she asked. It was rather nice to know he wasn't the only one in that particular boat.

He caught a scent in the air and his smile died. She had been with the human. The old beau. Guess he taken his place back in her heart...in her bed. He felt a wave of jealousy towards the mortal. He had the one thing that Spike found he wanted. If this had happened even three months before, he knew exactly what he would do.

He'd have tortured her into loving him. Now, he didn't have that option. Because of that damn implant. It had been over a hundred years since he had had to woo a woman. He had no idea ever where to begin. He didn't even know if it was worth the humiliation of trying. She must not want him....she had chosen the mortal. He turned, ready to leave again.

Willow turned around, surprisd to see him starting to go. She started to call out but saw him stop before she could utter a word. She saw a determined look flash in his eyes as he looked at her. He was preparing to fight for her. She smiled softly, moving towards him. She had no control of her body. He was pulling her into him. She needed him.

Spike saw her face and knew that he would not give up this time. He would do whatever necessary to win her....to win her love. He reached his hand out to her, never saying a word. She touched his hand, their eyes never moving from the other's face. He smiled at her, his eyes speaking words that he could not verbalize. She nodded slightly as though she understood them all. She leaned into him, her arms going around his trim body.

Spike breathed in her scent, holding her tightly. Still no words had been spoken. He closed his eyes, laying his cheek on the top her head. No words were necessary. This was the way it should be. They could no longer fight it.

Graham watched from behind a tree. He had known of her feelings for the vampire, but seeing it made it more difficult. They looked as though they belonged together. He saw her smile and knew she was happy. Happy with another. He knew that she loved him. He also knew that it appeared she loved the vampire too. She had been distraught while the vampire was missing. He wondered if she would be that upset if he were gone. Now that Spike was back, where did that leave him? Sighing, he turned and walked back to his dorm, leaving the pair hugging under the moonlight.

"I don't know what to do" Willow said, closing her eyes and letting her head fall back against the couch.

Faith leaned back against David, smiling slightly at her friend. "Red, you know what you want to do."

"What?' Willow asked, sitting up and staring wide eyed at Faith.

David laughed, "You want to fuck them both. Admit it, Red."

"Not you too" Willow said, her face flaming. "I don't either want them both."

"Whatever" Faith snorted, "Will. You are already sleeping with Graham. You are this close to sleeping with Spike. Don't deny that. I see the way you two watch each other. It's h-o-t. I know that Graham has to see it. I mean, I don't usually even notice things like that. He's much more perceptive than I am."

"You are trying to make me feel better? Remind me not to have you make me feel bad...suicide might look better."

"Faith is right. Any fool can see that you and Spike are heading for consumation in your freaky little friendship/claiming thing. Graham would probably be much more understanding if he were part of it." David said, smiling at the red faced girl.

"I can be friends with Spike without fucking him" she said defensively.

"No comment" Faith said, smirking.

"Well, I could if I had complete self control and no hormones...being blind might help too...no, I'd still hear that sexy voice whispering in my ear...." Willow trailed off as Faith laughed. "Ok. I admit it. I want Spike. What female wouldn't? But, I don't want to lose Graham. I couldn't live without him again...on the other hand, I can't lose Spike either. I thought I might die when he left me...."

"Face it, Red. You're fucked up. BUT, you have two hotties. Two is always better than one, in my book." Faith told Willow.

"Faith, I can't ask them both to have sex with me. I mean, Graham will think I'm nuts. Damn, what am I going to do?"

"Fuck them both. That's got my vote. Of course, part of it could be because I plan on forcing details from you."

"You're awful" David told Faith, nuzzling her neck. "I love it." He looked at Willow and smiled, "Willow, just follow your heart. It led them both to you for a reason. You've been trying to balance it all for three months. It's time to let go and see where everything falls."

"Thanks, D. I think I will do just that." Willow stood, knowing she was going to see Spike. It was time to make a move. She had to have him.

**********

Spike heard the knock and scowled. He knew it would be Willow. He wanted nothing more than to open the door and pull her into his arms. Could he do that? No. He had to sit around and wait for her to decide what to do while she shagged the bloody mortal. He hated being jealous of the boy, but he was.

Finally, he stood. He knew he wouldn't let her leave. He enjoyed her visits too much. He had been back three months. Three months of successfully avoiding the daft slutty slayer. Three months of having to be around the other slayer, knowing in his heart that she had saved him. Hating the debt he owed her.

Three months of falling more in love with Willow. The damn girl completed him more than Dru ever had. There was just something about her that fit. Of course, he knew she cared about him. He also knew that she was going to have to decide something soon. It was getting more and more difficult for them to be together. The desire was strong. It was evident to everyone around them, even her silly little mortal.

Spike frowned as he moved to the door. He had actually become friendly with her human. The guy wasn't so bad, for one of the soldiers. Things in the iniative had slowly started to fall apart. Graham's life had collapsed when he had learned of the deceitful practices his group engaged in. He had quit soon after that, getting out right before things had fallen apart.

Spike had to smile as he thought over his life these last months. He hung around with a half breed, a slayer, and two humans. Angel would laugh his nancy boy ass off if he ever heard of it. He was in love with a human, the best friend of two slayers.

Spike finally opened the door, smiling at the pissed off look in Willow's face. "Good evening, luv."

"What took you so long?" Willow demanded, her courage almost fleeing her as she looked at him.

"Sorry, I was tidying up" Spike remarked. "What can I help you with, pet?"

"This" Willow said, moving in and kissing him. She pulled back, shoving him into the room and slamming the door.

"What the bloody hell are you doing?" Spike demanded, thinking she must be cursed or something.

Willow smiled as she slid her hands under his shirt. She pulled it open, buttons flying. "Something I should have done months ago....making a memory, as a friend puts it."

Spike groaned as her hot mouth found his again. He didn't know what had gotten into her, but he wasn't complaining. He gave in to his desire finally, pulling her against him. He lifted her into his arms and carried her into the bedroom. It was time to make a memory.

**********

Faith looked up as Willow walked into the room. She smiled as she took in the bite on the girl's neck. "Someone got laid" she started to sing over and over. She was rewarded properly when the girl blushed bright red.

"Faith! Hush" Willow said, sitting down.

"What? Am I lying?" Faith demanded.

"No" Willow said, smiling slightly. "You aren't."

"Hot damn, girl. Talk. Was he good? Fuck that, was he big?"

"Yes and yes. That's all you're getting from me." Willow said. She leaned her head back and sighed, "What on Earth am I going to do now?"

"What's the prob?" Faith asked, taking a handful of chips from the bowl. "You got the vamp, you got the human. Best of both worlds."

"I can't lose either of them. Damn it. Why me? Why now? Sometimes I think my life is jinxed. Only an idiot would number one fall in love with two different men, and number two have sex with them both."

"Will, stop." Faith said. "Damn girl. You're young. You live on a hellmouth. Do what feels good and enjoy it while you can. Of course, I can see your problem."

"You can?" Willow said, looking at her in surprise.

"Hell yeah. You got two guys. Two possessive, jealous guys. You can't keep it up for long. The whole this one on this day etc thing. It won't work. You have two choices as I see it."

"What?" Willow asked, taking her own handful of chips. She was curious to know what Faith thought. The slayer was the only person she could really talk to about all this mess. And it was a mess. A mess that she had made....willingly.

"Well, you could choose one of them. Forever wonder if you made the right choice. Have doubts for the rest of your life. Always think what might have been if you had chosen the other...."

"Great" Willow said, grimacing. She didn't like that choice at all. "What's the other?"

Faith smiled, a wicked gleam in her eyes, "Get them to share you. At the same time. Forever live in sin with two hunks of male flesh acting out your every whim and desire. Not having to worry if you spend too much time with one because you have them both. Wild, kinky, hot sex around the clock with both of them...."

"Faith!" Willow said, starting to laugh. "You've given this some thought haven't you?"

"Hell yeah. Wish I was in your shoes, in a way. But, I'd probably exhaust them." She wiggled her eyebrows, making Willow laugh louder.

"Well, selfishly, I love that choice. But, I don't think it is very fair to either of them. Besides, I'd still have to deal with the jealousy issue."

"Give it a few days, Red. Think about it. Do you want to choose one of them or both of them? You're the thinker. Think. Just don't do it right now. We have places to go and people to see. And, on that note, are you ready to see a movie?"

Willow nodded, her mind thinking about Faith had said, "Yeah...let's go."

**********

"Help" Willow said simply.

David looked at the redhead and smiled. "If I felt like being coy, I'd ask with what."

"David! Please." Willow said, sighing.

David laughed, "Ok. OK. I take it Faith wasn't able to provide any big answers, right?"

"She suggested a menage a trois."

"That's my girl" David said, still amazed that he had found love with a slayer. Love? No....lust. That's all it was, he reminded himself. "Well, Red. I hate to say it, but that seems like a good idea."

"Not you too. David, my life is not some kinky late night Showtime movie. This is my life. I just don't know what to do."

David looked at her, turning serious. "Willow, I can't give you the answer. I doubt there is a perfect answer. I do know you love them both. I can see that. They both love you too. You should have seen Graham that fall....after he couldn't find you? He almost went nuts. My sort of death was the thing that got him out of it. And Spike? When Faith and I found him, it wasn't pretty. He was wasting away. They both love you very much."

Willow groaned, "Why? I mean, I'm not that pretty. I'm a nerd. I shouldn't have two gorgeous guys wanting me. This is almost worse than not having anyone."

David laughed, "Willow, you are such a riot. You're beautiful and smart and funny and kind and honest. Why wouldn't they want you? I hate to say it, but someone could end up really hurt by all this."

"I know....Damn it, I don't want to hurt either of them. It's more than sex. Though, that is nice of course...." She turned red and glared at him when he laughed, "Shut up, Half Breed. Anyway, I love being with them. I can't imagine not having them both in my life. I just don't want to mess it up."

"You know me philosophy Will. Make your memories now while you can. You can't live your life in fear and regrets. Make a choice and stick with it. But, make sure it is what you really want. You can't go back."

"Whta do you think I should do?" Willow asked, trusting him.

"If I were you....well, I have an idea." David said, smiling.

"Tell me" she said. He proceeded to do just that.

**********

Spike shifted uncomfortably, his blue eyes watching the human. He glanced at the clock, wondering where Willow was. She had rang him up asking him to meet her at the slayer's at dusk. He'd been waiting for a half hour. It made him rather nervous when he saw the other man in her life waiting also. He avoided looking at the boy, hoping this wasn't what he feared it was.

Graham wanted to scream. He had a very good idea why Willow had asked to meet him. Seeing Spike only confirmed it. She was going to choose. He hated the fear that went through him at the idea. He was going to lose her....just when he found her again. He took a deep breath, looking at the blonde vampire. It surprised him that Spike seemed so antsy. He knew there was a chance she would choose him, but he had seen the way she looked at the vampire. She loved him. He sat down, looking at the door when he heard it opening.

Willow walked into the room, her face determined. She was following David's advice. She had to agree that it was the most sensible plan she had heard yet from either of her friends. She just hoped it worked the way he thought it would. She didn't want to lose either of them.

"Hello" she said softly, smiling.

"Evening pet" Spike said, feeling more calm now that she was there.

"Willow" Graham greeted, his deep voice sending shivers down her spine.

"I'm sure you are curious as to why I wanted to meet with you both" Willow started as she sat down.

The men looked at each other then back at her. They both knew why.

"I want to say now that I love you both so much. I know I'm being selfish by loving two men, but I can't stop what I feel, no matter how hard I've tried." Willow took a deep breath, "So, I have come up with two plans."

"Plans?" Graham said, curious. She hadn't chosen one of them yet.

"Let's hear them, luv" Spike said, sitting back, a look of concentration crossing his face.

"Ok....from what I can tell, I have two choices. First, I can leave you both. Not see either of you....because I can't choose. I've tried and tried...It's impossible."

"You aren't leaving both of us" Spike said, hating the idea of not having her somewhere in his life.

"What's the second choice?" Graham asked.

Willow took a second to calm her nerves, "I'm going away for Spring Break...back to Eventide. I would like for you to both come with me....I would like for us to come to some sort of arrangement that makes us all happy...."

"Both of us?" Graham said, frowning.

Spike just looked at her, his eyes steady.

Willow sighed, "It's the only thing I can think of. I don't want to lose one of you because I chose the other....choosing is impossible. SO, I'm leaving it up to you. You both have to agree. Either way, I'm leaving for two weeks. I can come back alone and not see either of you again, or I can come back with both of you. I know I'm a selfish person, but I can't give either one of you up."

"So you risk losing us both?" Spike asked quietly.

"If it comes to that...." she said softly, her voice shaking with fear at the idea of losing them.

"Fuck" Graham said softly, closing his eyes. He had been prepared to lose her to Spike, but he didn't know if he could agree to what she was suggesting to keep her. He looked at her, "When do we have to know?"

"I leave for Eventide tonight. I can give you an hour. Faith and David are both coming also...that way I have company if I have to go alone..." She saw the uncertainty in their eyes and smiled wistfully. David may have been wrong. But, she had to make her move. She couldn't live forever not ever making up her mind. "We're meeting at the dorm. Buffy and Riley already left for Miami so it's safe. I love you both." She said before she stood and left.

As she shut the door, she let her breath out. Tears were in her eyes as she again wondered if she had done the right thing. She moved down the stairs to where Faith and David were waiting. Without speaking, she got in the car. Faith looked at David, her eyes concerned. He just smiled and winked. He had no doubts that the men wouldn't want to lose Willow.

**********

Willow looked at her watch and the back at Faith and David. They were watching her with sympathy. She took a deep breath, "They aren't coming. Let's go."

Faith nodded, getting in the car. She waited until everyone was settled before driving off. "Sorry Red."

"It's ok. I always knew in my mind that I couldn't have them both. At least I have two weeks to get over them."

David looked at her, his eyes sad, "This is my fault. I shouldn't have told you to make them choose for you."

"It's not your fault. It's no one's fault. I stupidly fell in love with two men. I'd rather lose them both than try to balance my life without committing to just one. I am going to miss them though."

"They're morons" Faith said simply. "Just remember, Red. You have us. We love ya."

Willow laughed softly, "Thanks Faith. So, who picked out the music for the drive?"

"I did" David said, smiling. "You know how terrible Faith's taste is."

"Bastard" Faith said, smiling. "Hey wait. I chose you didn't I?"

"Taste in music, slayer mine." He said, putting in a cassette. He hated seeing his friend unhappy but at least she could move on now. He did know two men he was going to beat up when they returned though. He was going to enjoy the front seat while he could. Half the drive would be made durnig the day. Because of his half breed status, he wasn't affected by direct sunlight, but it itched like crazy. He avoided it whenever possible. Of course, knowing Faith's driving, they'd be there in half the time. He smiled as he looked at his lover. She was doing her best to take Willow's mind off the damn idiots she loved. Poor Willow.

*****************

Willow leaned on the balcony, breathing in the salty air. It was almost like coming home, going back to Eventide. So much had happened here. It had been too long. She heard Faith and David bickering in the kitchen below her. Their voices drifting up from the open window. Those two belonged together. Soon, she knew she would hear silence as they began to make up. Wrinkling her nose, she decided she wouldn't eat on the kitchen table.

A slight breeze blew in, ruffling her hair. She watched the waves in the moonlight the sound surrounding her. She was brave. She could get over them. It might take her entire life, but she would do it. She sighed as she moved back inside, closing the balcony door behind her. She had an impulse to go to the water. She wanted to feel it on her bare feet. She smiled as she looked into the kitchen and saw Faith and David pressed against the wall. Moving outside, she made her way to the ocean.

Willow looked at her footprints in the sand. She watched as the water drifted onto the shore and washed them away. There was no trace that she had even been standing there now. A lot like her life, it seemed. Things that seem to be a part of her easily washed away. Well, not easily. She turned to head back to the house.

Remembering how she had last seen Faith and David, she stopped and faced the ocean again. She couldn't be around sappy sweet love at that moment. It would just remind her what she had willingly given up, again. She sat down on the sand, her hands going behind her. She knew she had done the right thing. Why did it hurt so bad?

She couldn't choose either of them, so she had lost them both. Her life sucked pretty much. How was she going to go back and see them everyday without feeling the same love and desire? She watched the moon, smiling at the birds playing in the air above her. At least something was happy. Hearing a noise behind her, she looked up. She froze, her eyes wide.

"Hi. I'm Graham. Miller. I live next door. During the summer that is."

Willow smiled at his words. He remembered their first exchange. "I'm Willow. I'm visiting my aunt for the summer...well, the spring. I was hurt."

Graham cocked his head to the side, his eyes on her, "You were hurt?"

"Yeah...I fell in love with two wonderful men and lost them both."

"You didn't lose anyone, pet" Spike said softly, moving to kneel beside her. He brought his hand up to her face and brushed her hair away. "You left without us, luv."

Graham moved to sit on the sand, taking her hand in his. He and Spike had had a very good chance to talk on the drive up to Eventide from Sunnydale. Neither of them wanted to lose Willow. He personally had no idea what might happen, but he had to have Willow in his life. Without her, it wasn't a life. "We had to pack. An hour wasn't enough time...."

Willow felt tears on her cheek as she squeezed both of their hands, "Goddess, I love you both so much...."

"Love you too Red" Spike said, his eyes burning into hers. He kissed her softly, hating having thought he had lost her. He wanted to keep her. If that meant sharing with the human, fine. Graham wasn't that bad, for a mortal. He could adjust. Hell, he was in love with the slayer's best friend...both the slayer's best friend. Angel would have a laughing attack when he found out.

"I won't lose you, Willow. Not again. I love you" Graham said quietly. He kissed her swiftly. "It's getting cold. Why don't we take this to my house. We can get warm and talk."

Willow nodded, standing. She held both their hands firmly as they headed up the beach to Graham's house. They could talk and maybe she would finally figure out what to do.

**********

Willow walked into the living room, her arms around herself. To be Spring, the air was cool and crisp. She watched as Graham began to build a fire. Nice and cozy, she thought to herself. She turned and faced her lovers, uncertainty in her green eyes.

Spike sighed, running a hand through his short blonde hair. He sat on the couch, still not believing the situation he was currently in. He was about to willingly ask another bloke to join him and Willow. He knew in his heart it was the only way to keep her. He just had to find the strength to ask for that favor.

Graham sat down, lost in his own thoughts. If he entered into this triangle with Willow and Spike, would that make him gay? He had no problems with what people would say about them, but he wanted to know for himself. He had never touched another man. Never had any desire to, in fact. But, there was something about Spike that was getting to him. He had noticed on the drive to Eventide. It wasn't exactly an attraction but it was something that he couldn't explain. He didn't like not understanding his own mind.

"So" Willow said softly, breaking the silence. She saw Graham watching Spike curiously, something different in his eyes. She noticed Spike looking at her and then glancing at Graham. Could she do this? She had known all along what she was building up to, but, now that it was time, she was uncertain and a bit scared. What if it ended up worse than before?

Spike started to speak but was cut off by Graham. "Willow, I love you. I have since that summer we sat in this very room and the candle light danced across your face. If it were possible, I'd give you the moon and the stars...Damn, that sounds rather Hallmarky doesn't it?" Graham grinned sheepishly, "What I mean is that I'd do anything to keep you in my life. So, knowing what I know, I have something to ask you, Spike."

Spike watched him carefully, not sure where the human was going with this. "What?"

"Will you join me and Willow? Make love to her with me there, I guess I should say" Graham broke off, his courage running out. He felt as though he should be getting ready to guest on Jerry Springer now. But, it did feel right. He knew it was the only way to keep Willow. He looked at Spike, his gaze steady.

Spike smiled slightly. The mortal had balls, he'd admit. He had assumed it would be him doing the asking. He hadn't thought the human, Graham he corrected himself, would ask. He saw Willow look at him, her eyes full of love and lust. Sighing, he made a pained face, "I don't know, mate. What would my daddy say if he knew I was living in sin with two mortals?"

Willow smiled, seeing the laughter enter Spike's eyes. She let out her breath, knowing is answer.

Spike laughed at Graham's confused expression, "Fuck yes, I'll join you. I don't want to lose her either, you wanker."

"Oh" Graham smiled, looking at Willow. He took her hand, watching as she took Spike's. He took the vampire's other hand, sealing the bargain. They were a couple..well, a trio he guessed. Damn, he was already getting confused. "What now?"

Willow leaned over and kissed him then kissed Spike. She smiled shyly, "We could finalize the agreement....I missed you both...."

"You heard the lady. Upstairs, my friend" Spike said, swooping Willow into his arms. Graham laughed as he followed them up the stairs and into the master bedroom. He knew as he walked inside that his life would never be the same after this night. He smiled as he closed the door. Things could be worse.

**********

"Someone's been naughty" Faith taunted, using her earlier words to Willow.

Willow sat on the sofa and smiled. "Damn right."

"You got them both, didn't you? You little vixen you." David said, smiling as he pulled Faith onto his lap.

"Guess they couldn't resist my charms" Willow said, laughing. The night had been amazing. They had all three connected in such a fantastic way. It had been poetry in motion, to borrow a well known phrase. She had never felt so loved as when they had touched her.

"Who could?" Faith asked, yawning. "So, did the earth move and all that bull shit?"

"Spun in circles" Willow said, smiling as she remembered the previous night in vivid detail.

"Luv, you aren't going to run and tell the nasty slayer every detail are you?" Spike asked, whining as he walked into the room. He plopped on the couch beside her, kissing her deeply.

"Nasty slayer? Who saved your ass, Blondie?" Faith asked, humor in her eyes.

"I am so never going to hear the end of that, am I?" Spike asked, rolling his eyes.

"Nope" Faith said, sticking her tongue out at him.

"Could be worse" Graham said, walking into the room. He ran a hand through his hair, hiding a yawn. "She could have left you to rot."

"I refuse to thank a slayer" Spike said, his eyes watching his newest lover. Graham caught his glance and smiled letting him know what had happened between them had not disgusted him in the early morning sun.

"Boys. We have company. Be nice." Willow said, kissing Graham. She felt Spike's hand slide up her thigh and gasped. "SPIKE!"

"What?" he said, smiling innocently. "You said to be nice...I can be very nice, Red."

"Damn girl. You've got your hands full now" Faith said, laughing as she leaned against David. "So, your horny ones, where are we eating tonight?"

"Pancakes!" Willow, David and Graham all said, laughing at each other. Faith and Spike exchanged a look before rolling their eyes and smiling.

**********

Willow moved into Spike's kiss, her hands on his chest as the kiss deepened. She felt Graham move behind her, his lips on her back. She whimpered as Spike plunged into her, adjusting herself so that she took more of him into her. She felt hands on her breasts and Graham's chest against her back.

Willow sat up, riding Spike. She tightened around him causing him to groan. Smiling, she moved her head back to kiss Graham. His fingers twisted her nipples as Spike's hand found its way to her clit. He twisted, causing her to pull free from Graham and cry out in pleasure. Graham chuckled as he moved his cock behind her.

Spike stopped thrusting, waiting for Graham to make his move. He felt the human's cock slide into Willow's ass. He waited until the boy was completely in before beginning to move again. He saw Willow's face twist with passion as she began to ride him and push back against Graham. He continued to tease her clit, her fingernails scraping his nipples and drawing blood. He began to move faster as the scent of his own blood wafted over him.

Graham moved slowly at first, knowing she was stretched. He rained kisses over her neck as his hands continued to knead and play with her breasts. He could feel Spike through the thin membrane seperating their thrusting cocks. He sunk deep inside her, hearing her moan her pleasure. He came with a grunt, his seed spilling into her ass. He heard her cry out her own release as she continued to ride Spike's hard cock. He pulled out of her, falling to the bed exhausted.

Spike arched up several times, he continued to torment her clit wanting her to cum one more time. He held his own release off until he heard her cry out, her head falling to his chest. He groaned as he sent his seed into her, his teeth biting into her shoulder. He licked the blood from her as she collapsed against him.

"Sleepy" Willow said, smiling at them both. She pushed the hair out of her face as she leisurely took them both in. "Mine."

"Yours luv" Spike said, chuckling. No doubt about it.

"Yours Willow" Graham said, kissing her. "I don't think I can move."

"Quit whining, Soldier boy" Spike said, smiling. "I could use some sleep though."

"Yeah...sleep is good" Willow said, yawning. She nestled between her lovers, one arm around Spike as her body molded against Graham. It had taken her awhile, but she was finally where she was meant to be. She drifted off to sleep, both of her lovers following her.

"Hey Buffy. Wait" Graham called out. He was about to begin the second part of their proposed payback scheme. Time to let things simmer, as Willow said. He saw the blonde pause, a grimace crossing her face. Good. This was going to be fun.

He had spent the last week with Willow. He had fallen completely head over heels for the redhead. He had a feeling she felt the same. At least, Spike said she was lusting for him. Spike of course was always trying to push the two of them together. To be an evil vampire, he loved playing matchmaker. Getting a visual of Spike with a bow, arrows, and little cupid wings made him smile.

"Hey Graham" Buffy said weakly. What the hell was she supposed to do?

"I'm so sorry I was so rude the other day. I've been thinking...you're right."

"What? Me right?" Buffy looked startled.

"About Willow. She's perfect for me. I need to just go up to her and ask her out. She will say yes. She has to. If she turned me down, I don't know what I'd do. Anyway, I've got to get to class. I just wanted to let you know that I really appreciate everything you've done in pushing me towards her and happiness. You're a great friend. Riley is lucky to have you."

"Thanks" Buffy said, a huge feeling of guilt spreading through her. Poor Graham. Willow was in love with Spike. What had she done?

**************

"Tomorrow" Willow said softly.

Riley jumped and looked around, "Willow! Gosh, I didn't see you there. What did you say?"

"Hey Riley. Didn't mean to scare you. I just said that it will be tomorrow."

"What will?" he asked confused.

"I'll ask Graham out. You know, before, I never would have imagined him saying yes. But, with your confidence in me, I know he will. He has to. Anyway, I just wanted to thank you for helping push me into action. I'd better go now."

Willow watched his face fall before she turned around. A wicked glint entered her eye. They were both paying right now. Riley and Buffy would regret their damn bet. Playing with their friends' emotions and hearts just to one up each other. She and Graham would make sure they never did it again. She wondered if Graham had succeeded in getting to Buffy. She'd find out tonight.

They were again meeting at Spike's. His place had become their second home lately. The only place they could get together without fear of being seen. Spike kept telling her to just grab the boy and attack. She could never do that, but her resistance was weakening. She honestly thought he cared for her. Besides that, Spike kept pushing them together. Damn matchmaking vampire. Smiling, she headed off to meet up with Graham before she went to her history class. She wanted to know things had gone with Buffy.

Buffy looked at Riley. He looked at her. Finally, they both sighed.

"We have a problem" they said in unison.

Buffy looked at Riley surprised. "Huh?"

"Ladies first" he insisted.

"No, you can go. I'm a woman's libber."

"Well....I'm not sure if we should continue this bet."

"That's what I was going to say." Buffy said.

"Really?" Riley smiled.

"Yeah....but it's better if you said it first. That means you gave in." Buffy grinned.

"Wait a minute....I'm not giving in. You said you wanted to end it too...." Riley said.

"I know. BUT, you did it first."

"I haven't done anything! I said we might want to....didn't say for sure."

"Do you want to end it? Yes or no?"

"I'm not admitting defeat" Riley said stubbornly.

"Well, me either." Buffy said, her face determinded.

"Oh, please, will you twits shut up? I'm trying to read this bloody book!" Spike said, glaring at them.

"Stay out of this....you vampire!" they both screamed at him.

Spike rolled his eyes, "And they say my generation was pathetic.....What seems to be the problem? Tell Uncle Spike all about it....."

"Go to hell." Buffy said.

Spike smirked, "You like sending the men in your life there don't you, slayer? Better watch it farm boy."

"UGH!" Buffy said, clenching her fists. Looking at Riley, she said, "Talk. Now."

"He set us up" Willow said, smiling at Graham.

"Looks like it" Graham agreed, not in the slightest upset.

"Guess we can't let all this go to waste...." Willow sat down, smiling softly.

Graham took a seat on the opposite side of the small table. He'd have to thank Spike. He and Willow were suppose to meet the vampire for movie night. They had received a call asking them to meet him in the gazebo at the park instead for a surprise. The surprise had been a candlelit dinner with soft music playing from a portable cd player. "Never would have guessed a vampire could be so nice."

"Not always" Willow said, "The implant did a wonder of good."

"So, when do we break it to them? Let them know we know and that their plan didn't work?"

"Didn't it?" Willow asked softly. She looked at his face shadowed in the candle light. His eyes looked deep into hers as he smiled.

"I guess it did....but neither of us asked the other out. So, they didn't win."

"They'll be happy that we're friends now" Willow said, not sure what to call their relationship.

"Not friends. Friends is what we are to Spike. I'd say we were an us."

"An us?" Willow smiled as she sipped the fruit juice. Trust Spike to remember her fondness for fruit tasting beverages.

"Dating...going steady....in love?" he asked hesitantly, hoping he wasn't making a mistake.

"In love. I can see that" Willow said, her eyes bright.

He smiled in return. "Definitely in love."

"We can let them sweat...just for another day or two....."

"Would you like to dance?" he asked, hearing the music playing quietly.

"Love to" Willow said, moving into his strong arms. They fit perfectly as she put her head against his chest. Graham held her tightly as they began to move to the music.

************

"Damn" Buffy cursed.

"We didn't win" Riley said, smiling depite his loss. Graham and Willow matched perfectly.

Buffy watched as Graham leaned down and softly kissed Willow. Things were right. Her friend was happy. She was happy. Hearing a noise behind her, she frowned. She had been happy. Turning, she looked into the smirking face.

"I win" Spike said, laughing evilly. "Doughboy, why don't you tell the sexy vampire just what he won...."

"Me and Buffy. Slaves for a week." Riley said scowling at Buffy.

"Don't frown at me. You got pulled into that bet the same way I did. Mr Competitive."

"You both lost to the Master. Get over it." Spike said, glancing at his two human friends that were dancing under the moonlight. He had helped bring them together plus he got to humiliate the slayer and her pet for a week. All in all, not a bad past few days. Damn slayer should know not to make bets with enemies. She'd never win them. Smiling wickedly, he said, "Hmmm....I'm thinking that my new car needs detailed. Also, my carpets are a mess....how are you with laundry slayer? Oh...and there is this pesky ring around the bottom of the sink...are you two taking notes?" he headed off, the two following him reluctantly as he continued to give his list of demands for their servitude.

Willow moved across the campus, one purpose in mind. She had to find Buffy. Her roommate had mistakenly taken her History book instead of her own algebra book. Now, Willow couldn't go to class until they had traded. Trust Buffy to grab the wrong book.

Willow knew that her friend was with Riley Finn, the new man in her life. Willow liked Riley, she really did. She just sometimes thought that things were moving awfully fast between the slayer and the TA. She was lost in her thoughts as she walked towards his dorm house.

"Ooomph" she cried out as she fell backwards. She landed on her butt, her bag and books falling beside her. "Damn it. Just what I need to make today choice. Can't you watch where you're going?" She glanced up, and froze.

"God. I'm sorry. I'm just so clumsy. I didn't even notice anyone in my path. Let me help you" Graham Miller kneeled down and began to pick up her scattered books.

"You're Riley's friend" Willow said softly, recognizing the handsome man.

He smiled, "Graham. You know Riley?"

She nodded. "He's dating my best friend."

"Oh" Graham said, acting as though he didn't already know that. "I'm sorry I ran into you like that. As I said, sometimes I get so into my thoughts that I'm a big clumsy oaf."

"Not an oaf" she corrected softly, taking her books from him. "Thank you."

"Are you hurt?" he asked, his eyes scanning her body for any rips or tears.

"I'm fine. Do you happen to know where Riley is?"

He looked at her curiously, "Why do you want Riley?"

She smiled, "Buffy took my book my mistake. I have that class next and need it. Where Riley is...."

"Buffy is." Graham finished. "Sure, he's at the house. I think she's there too."

"Thanks" she beamed at him, moving away and towards the house.

His followed her as she entered the building. What his life come to? Having to act like an idiot just to meet a beautiful girl? Now she thought of him as clumsy. He'd intentionally run into her when he had seen his chance. He'd been wanting to meet her since he had noticed her weeks ago. Sighing, he ran a hand through his dark hair. Well, he'd blown any chances with her. Shaking his head in disgust, he headed off to his next class.

From upstairs, Buffy and Riley exchanged knowing looks. Buffy laughed as she said, "Pay up."

"Come on. That doesn't prove anything. He just bumped into her."

"And Graham became a lumbering idiot when?"

"Good point. That sly devil did it deliberately. Fine. I'll pay up. I can admit defeat."

"I told you he was interested. We women know these things."

"And here I thought it was the endless amount of questions he asked you about her. Silly me."

Buffy started to respond but was stopped by a soft knock on the door. She smirked at Riley as she opened it, admitting a dazed looking Willow.

"Ok. Spit it out."

Willow looked at her friend, "What?"

Buffy laughed, "You're dying to ask me something. What is it?"

"I am not" Willow said loftily.

"Will. We've been friends for four years. You are fidgeting around and biting your lip. I know you well enough to know that something is on your mind. Now, what is it? Or, should I ask...who?"

Willow felt her face turning red. Buffy squealed in delight.

"YES! Who is he? Come on. Spill it. This is the first guy you've noticed since the hairball took off."

"You're getting as bad as Xander with those nicknames" Willow commented dryly. "I much prefer muttboy, Spike's name for the cheating lying little..."

"Will. Focus. New guy....." she said, turning her friend's thought away from Oz, little shit that he was.

"I don't know him. He sort of bumped into me."

Buffy's grin widened. Score one for Graham. "Really? Clumsy, huh?"

"No, actually it was kinda cute. He seemed rather unsure of himself....he is gorgeous. Way out of my league. But, he did get my imagination running."

Buffy frowned as she moved on the bed, facing her friend, "Why do you think he's out of your league?"

"Buffy. Come on. I'm just Willow. He's older than me, Riley's age. Good looking. What would he want with me?"

Buffy smiled slowly, "Maybe he thinks you're kinda cute too."

"Yeah, and then I wake up." Willow sighed.

"What's his name? Riley might know him."

"Graham. Like crackers. He's friends with Riley. I've seen them together with that other guy."

"Forrest" Buffy said. She couldn't wait to tell Riley that Graham's little meeting had affected her friend.

Willow nodded. "Yeah, him. Don't tell Riley, ok? I'd die of humiliation."

"Don't worry. I won't breathe a word of it to anyone" Buffy said, crossing her fingers behind her back.

"You're kidding. She actually fell for that clumsy routine?" Riley said, snorting in laughter.

"Hey, knock it off. I think they'd look cute together. Plus, what could be better than our best friends dating?"

"I agree. I just can't believe she bought that."

"Love is blind. Well, lust is blind." Buffy corrected.

"You do know that Graham won't make a move don't you?" Riley asked, a smile on his face.

"Yes he will." Buffy insisted.

"I've known him for years. He may be what you girls consider a hottie, but he isn't aware of that. He's shy and does not approach women. It probably scared him silly bumping into her" Riley laughed.

"Oh, you..you...you poop head." Buffy exclaimed. "I'll help him."

Riley laughed even louder, "That I got to see. You'd scare him silly with the length of your skirts. No way he's making a move."

"We'll see" Buffy said, her competitive spirit rising.

"Buffy, love, Willow would make a move sooner than Graham."

At that Buffy laughed. "Not likely. She thinks she's not good enough for him. Talk about running scared."

Riley stopped laughed, "Hey. Willow could too make a move. She's cute. She's cuddly. She's smart. Hell, he already wants to get to know her better."

"I stand firm. There is no way in hell Willow would make a move before Graham."

Riley smiled as his competitive spirit was piqued. "Want to bet?"

"You're on, Soldier boy. What are we betting?"

Riley shrugged, "I don't know. Money?"

Buffy chuckled, shaking her head, "Where's your daring, Riley?" She thought a minute then snapped her fingers, "I got it."

"Well?"

She smiled, "The loser has to act out the winner's deepest fantasy."

Riley felt a chill go down his spine, "Fantasy?"

"Scared?" she taunted, smirking at him. "Not so sure of Willow now are you?"

"Fine. You're on. We get a week. First one to make a move is declared a winner. BUT, no telling our chosen participants about the others interest in them. No outside help either. Just us and them. We want this fair."

"Agreed. Shake?" Buffy stuck her hand out. Her mind already thinking of the most delicious fantasies. She hoped Graham would be as willing as she hoped.

"Shake" Riley grasped her hand, his mind flashing to several of his more vivid dreams. He hoped his faith in Willow wouldn't let him down.

"Hey" Buffy said, taking a seat.

Graham looked at her suspiciously, "What do you want? Has something happened to Riley?"

"No. Not yet" Buffy said, smiling. "I have a little deal for you."

"What sort of deal?"

"Well, a little birdy told me that you might be interested in my best friend."

Graham clenched his hands, "A little birdy might be finding himself with a fat lip tonight."

"Graham, I figured it out. You want Willow."

Graham turned from her, not acknowledging her statement.

Buffy sighed. This wasn't going to be easy. "I want to help you get her."

He glanced at her, surprised. "You what?"

"I want to help. I like you. I think she'll like you. Ask her out."

"I can't do that." He protested. "She thinks I'm an idiot."

Buffy bit her tongue knowing that the deal was off if she blabbed. "How do you know?"

"Trust me. I know when a girl thinks I'm a moron. She does. You're wasting your time."

"I thought you were a fighter. You can't give up without trying."

"Buffy, thanks. I appreciate the effort. Makes me see a bit of what Riley likes about you. But, its hopeless. Forget about it. Ok?"

Buffy watched in amazement as he got up and walked away. She saw several girls watching him walk and he didn't even notice. Damn it, Riley had been right. This was not going to be easy.

******************

"Willow. Can I talk to you?"

Willow smiled at Riley. "Sure. What is it?"

Riley shifted uncomfortably. "It's Buffy."

"What about Buffy?"

"She talked me into this wager...a bet if you will."

"And seeing as how you are both majorly competitive, it got out of hand?"

Riley smiled, "Sort of. I think it's really dumb that she's interferring, but she never listens."

"No, she doesn't." Willow sighed in agreement. "What was that bet?"

"Well, that's where I need your help. You see, I only got dragged into it defending you."

"Me?" Willow squeaked. "The bets about me?"

"Yep. See, she said that you would never approach Graham. I said you would." Riley deliberately left out the part about Graham doing the approaching. He didn't want to falter on the arrangement. He wanted to win just to show Buffy that she wasn't always right.

"That lying little sneak. She promised she wouldn't mention anything...." Willow's face was redder than her hair.

"I doubt she meant to. She made a comment, my mind made a connection. She confirmed it. Anyway, the bet is made. I can't let her win, Will. It would prove that she was right."

"About me?" Willow said softly.

"Yep. She said you weren't brave enough to make the first move. That you'd sit in the dorm alone rather than be daring and self confident."

"She was right" Willow said.

"No, she wasn't. I can see it in you Willow. You're strong. You can ask him out. I know you can."

"What do you win?" Willow asked, her eyes narrowing.

Riley made a face, "I wanted to be money. Nooo...that was too easy for her. She's a slayer. She made us put ourselves on the line. If I lose, I have to fulfill her fantasy."

Willow started laughing, "So, if she loses, she has to do yours?"

"Yep."

Willow smiled craftily, "I take it she isn't to know that I know about this little bet."

"It might be better if she didn't...."Riley said, hope in his voice.

"I'll make you a deal."

"What?"

"You let me decide on the fantasy, I'll go in with you. I'll make it take a day or two...let her sweat. Then, I'll ask him. Hell, what's a little humiliation in exchange of revenge on a blabber mouth friend?"

"Deal. I personally didn't like the fantasy idea anyway."

The two shook hands. Riley sighed in relief. He wouldn't lose, plus Willow and Graham would get together. He knew Willow would help when she heard that Buffy had told him her secret. Well, he had hoped.

Willow thought about Riley's proposal all night. She couldn't believe that Buffy had bet against her. Some friend. She knew she shouldn't get too upset. The slayer was trying to get her to date Graham, but it didn't help her confidence much.

She strolled across the commons, seeing her blonde friend. She started to walk towards her when she froze. She saw that Buffy was talking to Graham. Graham was shaking his head, talking with his hands. She watched, wishing she could read lips. She moved closer.

"Graham, you can ask her out. I'm sure she'd say yes. Any girl would say yes."

"Buffy, drop it. She thinks I'm a moron."

"Willow likes morons. Hell, she had a crush on Xander for who knows how long. You couldn't have been as bad as him."

"Thanks. Somehow that doesn't make me feel much better."

"You're gorgeous Graham. She'll say yes."

"No. Now, go away before I report you for harrassment."

"Fine. Just think about it. You can ask Willow out."

It finally made sense to Willow. That sneak Riley hadn't given her the whole story. Buffy was working on Graham. Damn them. She felt irritated at them both. Looking at Graham, she made her decision. She walked over to him.

Clearing her throat softly, she said, "Excuse me."

He looked up, a smile crossing his serious face. "Willow."

She smiled slightly, "We need to talk. There's something you should know..."

"What?" Graham asked, trying to keep his voice calm. He couldn't believe she was talking to him. She must need help with homework or something. That was probably it. Or it was about Riley again. He frowned slightly, feeling jealous of his friend.

"Can I sit?" she asked softly.

"Of course. I'm sorry." What a jerk, Graham. Damn it, you want her to like you.

"We have a mutual problem" Willow said quietly, looking around to see if anyone was watching them.

Alarmed, he looked at her in confusion, "What problem? Is Riley ok?"

Willow scowled, "Not when I get through with him, that lying little twit."

"What did he do?" Graham asked, sighing. It was about Riley.

"It's what he and Buffy did....to us."

"Us?" he said, liking the way she said that. Distractions, Miller. Listen to the girl.

Willow explained what she knew about the bet. He paled, hoping that she wouldn't notice.

"So, Riley won because you approached me" he said softly.

She shook her head, "Nope. I didn't ask you out. Neither of them have won. And I don't plan on letting them. What do you say? You want to teach those interferring friends of ours a lesson?"

He thought about it. Realizing that doing so would be a good excuse to get her know better, he smiled, "Sounds good, partner."

Oh Goddess....when that boy smiles...Mind on the task, Willow. Not on his gorgeous face. And what a face..... "Ok. It's a deal. Now, what shall we do?"

Graham smiled evilly, "I think I have some ideas......."

"Hey Will. What's up?"

"I'm in love" Willow said smiling.

"Really? Anyone I know?" Buffy said, thinking that it was about time Graham had made a move.

"Yes. But, you're not going to like it...."

"Why not? I like Graham. He's a good guy."

"Graham?"Willow said, wrinkling her nose. "That clutzy thing? No way. That was a crush. This is the real thing. I'm head over heels."

Buffy stared at her friend, disbelieving. "Not Graham? I thought you two were perfect for each other."

"I want a man, Buffy. Not some goofy boy."

"A man? You little witch. Graham is a good guy. Who is this man?"

"You can't tell anyone. Promise me Buffy. Not even Riley. We want to start out slow and without everyone being mean to us."

"I promise....on Angel's soul." Buffy said, adding weight to her statement.

"Spike." Willow said, sitting back and waiting for the fireworks. She wondered how Graham was doing with Riley.

**************

"So, where were you last night?" Riley asked, hoping that Willow had held her part of the bargain.

"Man, you wouldn't believe me if I told you. I can't believe it myself" Graham said, grimacing where his friend couldn't see him. Why had he been stuck doing this? Willow had the easy one. She didn't have to look like a jerk. Thinking of WIllow made him smile. Last night, they had spent the entire night making plans. They had enlisted the help of her friend, Spike. To Graham's amazement, Hostile 17. He wasn't a bad guy and he seemed to care for Willow.

"Meet a girl?" Riley asked, fishing.

"No. A guy."

"What?!" Riley's mouth fell open.

"What can I say? I was caught in the moment." Graham snickered at Riley's expression.

"What about Willow?"

"That little girl? No thanks. She seems sweet, but sweet is not what I crave anymore. Man, last night was fantastic."

"Graham...you're not gay" Riley said, not believing what was happening. Poor Willow. She's be heartbroken and it was his fault.

"Didn't think so either. Who knows? Who says I have to decide yet anyway?" Graham knew he would never live this down. They had enlisted Forrest also just so that he would know it was a joke if he heard Riley talking about it.

"Who is he?" Riley asked, knowing that he had to get Willow before she went through with it.

"Promise you won't tell anyone. I mean it, Riley. Not even Buffy!"

"Promise" Riley said, knowing he couldn't break it, even for Buffy.

"Spike." Graham said, sitting back to wait for the explosion.

"SPIKE!"

Spike hid a smile as he watched the slayer and her pup. They were waiting for him, neither talking, lost in their thoughts. Red and her boy must have started their payback. He steadied himself, clearing his mind. It was time to give a performance of his unlife.

"Hey, Slayer." He said, strutting into the clearing. "Sorry I'm a tad late. Busy night last night."

Buffy paled, "I'm sure."

Riley made a face, "Can we just get this patrol over with?"

Spike almost laughed. Damn, it was working. They were already squirming and he'd barely started. "Yeah, lets. I have plans tonight."

"What?" Buffy demanded.

He arched an eyebrow. "Something tight and warm. So tight. Missed humans, I did. Forgot how nice it was to snuggle with my own heating pad. Why, you jealous?"

"NO!" Buffy screamed, cringing.

"I can't listen to this." Riley said, making a disgusted face. Thinking of Graham and the vampire having sex was making him ill.

"Just wondering what the hell is going on" Buffy said, not wanting to believe that Willow had actually slept with that prick. Of course, he did have a nice ass and perfect cheekbones. That was the beside the point. She could have had someone human...not undead.

"What's going on?" Spike faked confusion. "Well, I could give you the details but I really think it's a bit late for that birds and bees talk" Spike said, memorizing their faces to tell Willow and the boy about later when they all met back up.

"That's it! I have to go. Buffy, I'll call you later" Riley ran off, a frown on his face.

"Was it something I said?" Spike asked, blinking innocently at the confused slayer.

"Then she" Spike had to stop laughing to get the words out "threatened me with a stake and took off running...."

Willow laughed as she finished making the popcorn. "I can't believe they bought it. Some friends."

"They bought it luv. Hook, line, and sinker. That boy almost puked in the floor, he did." Spike wiped away a bloody tear.

Graham shook his head, "I can't believe it. Well, guess that shows how well they knew us doesn't it?"

"Buffy would believe anything I told her. Never had any reason to doubt me before" Willow said, almost defending her friend.

"She's a daft twit that has more air in her head than the Goodyear blimp" Spike added.

"I've noticed that" Graham said, sharing a smile with the vampire. Hard to believe he'd spent the last week at the vampire's new apartment. "Glad you got rid of the crypt."

"Me too" Willow said, deciding it was pointless to try to defend Buffy against the two guys. "Hated those cobwebs. This is much nicer. Besides, it has electricity."

"I see. Using me for my microwave" Spike wailed, a look of mischief in his eyes. He'd never admit it, but those two humans had begun to grow on him. He'd always had a soft spot for the redhead, but her boy wasn't that bad either.

"Of course" Willow said, sitting beside him. She kissed his cheek as she began to munch on the buttery treat. "Why else would I be here?"

Spike winked at her then looked at Graham, whose eyes were watching the kernals as they disappeared into her mouth, "I think I could up with some reasons."

Willow felt a rush of heat spread over her face, "Oh you...vampire."

"Ouch. That one hurt" Spike laughed.

Graham shook his head, not wanting to think about Willow licking the butter from her fingers. "So, what movie did you get this time?"

Spike smiled evilly, "Night of the Living Dead, the original. Now, that was a scary flick, I can tell you."

They groaned as they settled in for another night of watching some old black and white horror movie. The next part of Operation: Payback would be starting the next morning. Now was the time to relax and enjoy the peace and quiet.

Willow watched her friends, trying to smile. She was happy that they were happy, but she really felt left out. Everyone had someone. Xander and Anya were still going strong. Buffy and Riley had worked out all their problems. Even Giles had his new friend Clara. And then there was Spike and Cordelia. She turned her attention to those two.

They were truly her best friends. Spike and she had grown closer over the year and a half he had been implanted. She had gotten a huge crush on him, but he'd been oblivious. Then, Cordelia had come back to Sunnydale. That had been that. Spike had fallen hard for the brunette looker. They did love each other, that Willow knew. She was just jealous of them. She and Cordelia had grown very close over the last six months. She was always at their apartment, often feeling like a third wheel.

Willow shook her head, clearing her thoughts. "Well, guys. Hate to do it, but I need to leave."

"Want an escort home, pet?" Spike asked, his arm around Cordelia's waist. He noticed Willow glance at him before she shook her head. Something was wrong with his best friend. He could see it in her green eyes.

"I'll be fine Spike. Besides, you and Delia have plans. Remember?" Willow pointed out softly.

Cordelia frowned as she stared at Willow. Since she had been back, and in part to Spike's close friendship with the redhead, she and Willow had become best friends. She knew something had been troubling the hacker for the last few weeks. She just didn't know what. Looking up at Spike, she said quietly, "Why don't you walk her home? We can do the dinner thing after."

"I can walk by myself!" Willow said, her tone irritated. She smiled sheepishly at Cordelia and Spike. "Sorry...it's just, I would really like some alone time. I have a lot to think about."

Spike nodded, his eye concerned. He watched her go, noticing that no one else sensed anything wrong with the redhead. Of course, he knew her better than anyone. He stood, pulling Cordelia to her feet. "Come on Princess."

Cordelia kissed him lightly, "Dinner is canceled. Something is bothering Willow. I know it."

"Me too, luv." He walked down the stairs his mind trying to figure out what could be troubling his friend. "What do you suppose it is?"

"I don't know. She's been acting weird the last couple of weeks" Cordelia said. "I need to shop."

"Cor, luv. We're talking about Red here and you want to shop?" Spike said, rolling his eyes.

"I think better when I'm buying something" Cordelia said, smiling at him. "Would it be better for you if we went to Victoria's Secret?"

He grinned, pulling her against him. "I think shopping sounds bloody marvelous. Maybe we can figure out what has Will so damn depressed and skittish."

"We will. Come on honey. Let's go spend some money and figure this out."

Spike watched her walk beside him and laughed. Who would ever have thought he'd fall for the homecoming queen. He frowned slightly as he thought about Willow. He really did want to know what was bothering her. She seemed almost uncomfortable around him now. He didn't like that. He'd missed her the last few days. The apartment had much quieter with just him and Delia. They'd figure it out and fix it. Soon, things would be back to normal.

**********

Cordelia Chase held the midnight blue negligee up. "What about this one?"

Spike smiled, "It would look good on the floor, pet."

Cordelia laughed, turning away from him. Her long brown hair fell a bit from its clasp, causing her to curse softly. "I really should just cut all this off."

"Your choice, luv" Spike said, having heard that particular statement over a dozen times in as many days. He noticed a silk and lace confection with snaps and clasps. It was the prettiest shade of green. "Look at this pet."

Cordelia looked at him, noticing what he was looking at. "Beautiful, but I look horrid in green."

"The color reminds me of something" he said, frowning as he ran a finger over the material.

Cordelia moved beside him, looking at it closer. She too ran a finger over it, "It's almost the shade of Willow's eyes when she's happy. You know, when they lighten up when she laughs."

Spike nodded, "That's it. Willow."

Cordelia put her head on his arm, "She'd look yummy in that wouldn't she?"

Visions of Willow wearing nothing but the lace and silk filled his mind. In a husky voice, he said, "Yummy."

Cordelia noticed his tone and glanced at him. His eyes were glazed with passion. She drew in a breath knowing what he was thinking of. Probably the same thing she had been thinking about a few moments before. Willow in that green lace number laying on the bed waiting to be taken. He wanted Willow. Why hadn't she seen it before? Instead of being jealous, she smiled. "I guess I'll have to buy it for her. I suppose they have one in her size."

"What?" Spike said, letting it fall from his grasp. "You can't buy her something like that."

"Why not? She's my dearest friend besides you. I can buy her something sexy if I want to." Cordelia said, smiling.

"It's not right. Willow wouldn't wear something like that." he said crossly.

"It would look good on the floor" Cordelia said, arching a brow.

"Whatever" he said, moving away from the green outfit. He didn't want her to know about his desire for the redhead. He loved Cordelia. With all his heart. But, Willow had already taken a huge part of it before he'd gotten involved with the brunette. Delia wouldn't understand his mixed feelings for the girl. He didn't want to lose Delia due to his stupidity.

Cordelia watched him a moment before looking for the green silk thing in Willow's size. She had learned in LA that she was bisexual after having a brief fling with a woman she met at a club. She had also realized she was attracted to Willow ever since she had gotten back in Sunnydale. But, she had fallen in love with Spike. There was no room to explore her feelings for her redhead friend. Now, though, it would appear that the door had been opened so to speak.

Suddenly, she realized something. Willow was staying away because of Spike. She wanted him. Cordelia smiled, a wicked gleam in her eyes. This might be easier than she thought. She could seduce Willow and then have both of her loves at the same time.

She threw the green lace number on the top of her pile and went to check out. She saw Spike standing outside sulking, a cigarette in his hand. No doubt lost in thoughts of Willow and the green lace. That's where her mind had been for awhile now. She could do it. She could seduce Willow into loving both her and Spike. Best of both worlds. She liked that idea. Besides that, they all got along so well and enjoyed spending time together. They were a family in a way. Well, it was time to give new meaning to family bonding.

**********

Willow looked out the window, watching the students racing to their classes before they were late. She sighed, wishing she were anywhere other than her empty dorm room. She had only early classes on Tuesday and Thursday and was finished by noon. Usually, she would be at Spike and Delia's. But, now, she was trying to stay away before she embarrassed herself.

Her silly little crush on the vampire had never faded as she had hoped. In fact, it had gotten worse as their time together progressed. In the beginning, she had honestly thought she was mistaking her friendship for lust. Now, she knew it was far worse than that. She loved him. Completely and with all her heart. He was the only man she'd ever met that could make her breathless with just one rising of the eyebrow...with one word could send shivers down her spine...with one touch, however brief and casual, could make her knees go weak.

And he was taken...by her other best friend. Life really and truly sucked. She couldn't fall in love with some lonely guy she might have a chance with. No, she had to be stupid and fall for a godlike vampire. Before Cordelia she had decided she would never get him because he must still love Dru. Of course, his instant attraction to Delia had proven that theory wrong. He just didn't want her.

She heard the phone rang and decided to let the machine answer it. It was probably for Buffy anyway. No one ever called her. Or very rarely did they. She moved quickly when she heard Cordelia's voice.

"Hello? Willow? I know you're sitting there probably looking out the damn window. Pick up the fucking phone!"

"Hey Cordelia...let me turn this machine off" Willow said, hitting the stop button on the recorder. "What's up?"

"Where are you?" Cordelia asked bluntly. No need to beat around the bush.

"What?"

"It's Thursday. You're not in class and yet you aren't here with us. Why?"

"Uh..I had some stuff to do" Willow said, wondering if that sounded as weak as she thought.

"Oh. So that's why you are alone in your room?" Cordelia asked, knowing her friend was lying.

"Yeah...already got them done."

"Then why aren't you here?" Cordelia asked again.

"Just drop it, Delia. What do you want?" Willow asked.

"Rude much?" Cordy said. Smiling, she answered, "You are out of class tomorrow correct?"

"Yes" Willow said, sighing.

"Come over and stay the night with us. I've got the guest room all nice and pretty for you...." Cordelia said.

"I don't think so" Willow said, knowing she wouldn't be able to conceal her feelings over night. She didn't want to lose her friends, but she knew that in a way she was having to push them away to keep them.

"You are coming over if I have to come over and tie you up" Cordelia said sharply. "You've been ignoring us since last week. I want my friend back!"

"I've been busy" Willow said.

"Busy shmusy. Get that cute little butt packed and get over here..NOW. I'll give you and hour before I head to your place with rope..." Cordelia said, mischief in her voice. "We are going to deal with whatever is wrong so get that into your pretty little head."

"Fine." Willow said, not too thrilled. But, she knew Delia well enough to know the girl wouldn't make a threat unless she was serious about following through. "I'll be there in an hour."

"Good. Glad you could see to my way of thinking" Cordelia said sweetly before hanging up.

**********

Willow knocked on the door exactly forty five minutes after Cordela's phone threat. She waited, wondering what was keeping her friend. The door swung open and Willow's greeting smile froze. "Uh.."

"Willow! You're here..." Cordelia said, smiling slightly at the pink flush on her friend's cheeks. "But, you're early...Might have to get those ropes out anyway."

"Cordy! My god...you're you're..." Willow sputtered, her eyes taking in Cordelia's body. She was beautiful. Firm, full breasts. A trim waist. She felt a quiver in her stomach as she tore her eyes relutctantly off of Cordelia, "you're naked!"

"As I said, you're early. We were playing while waiting for you" Cordelia said with a slight smiled. She hadn't mistaken the desire in Willow's eyes. Good. This might not be as hard as she had first thought. After deciding to seduce Willow, she'd had to figure out the redhead's thoughts about her. She knew Willow had probably never thought of her sexually before. It wasn't something most straight women considered. But, she'd found out that when faced with someone you loved and were attracted to, all lines of straightness became very vague.

"Get something on" Willow said weakly, wondering why she was getting the squidgy feelings in her tummy that usually only happened when she was around Spike. She wasn't gay. Why then did the thought of Cordelia covering that luscious body seem a shame?

"Afraid I'll catch a cold?" Cordelia inquired innocently as she drew Willow into the apartment. She took a robe from a grinning Spike. "Thanks hon."

Spike watched Cordelia slip the robe on, wondering what game she was playing at. He noticed Willow avoiding their gazes. He also noticed the faint scent of arousal in the air. One scent he knew was Cordelia. The other he had to say was from Willow. He suddenly got a crafty look in his blue eyes as he looked at Cordelia. "Welcome, pet. Here, Will. Let me take that to your room."

Willow relinguised the bag, taking a seat on the sofa. She was suddenly very uncomfortable with the direction her thoughts were taking. She nibbled her lip and didn't even notice Spike put her bag in the master bedroom. "So, uh, what do you have planned for the night?"

"The night? I figured you'd stay all weekend" Cordelia said, sitting next to Willow. She let her knee graze Willow's smiling as the girl's breathing changed. Yes, she was affecting the redhead.

"The weekend?" Willow squeaked, looking in surprise at Delia. "Really?"

"Yes, really. We have tons of time to make up for. Besides, we'll be having so much fun you won't want to leave" Delia promised. She heard Spike chuckle as he came back into the room and sat down opposite them. She winked at him as she began to play with Willow's hair.

"So, my lovely pets. What shall we do first?" Spike asked, leaning back and looking them over. They were his. Both of them....or soon would be. He smiled a proud smile as he waited for their answer.

"Do?" Willow asked, her body heating up as images flashed through her mind. Why had she never realized just how sexy Cordelia was before. "I thought we could just sit around and bond." Cordelia said, her fingers twining themselves in Willow's hair.

"Bondage. I like that idea" Spike said, smirking at the flush on Willow's face.

"Spike. Stop playing" Cordelia said lightly. She leaned close to Willow's ear, "He meant bonding."

"Oh" was all Willow could say. She didn't know what was happening to her. She had never felt so nervous before. Even the slight touch of Cordelia's fingers on her shoulder was driving her insane.

"Let me open some wine" Spike said, standing and walking into the kitchen.

"Wine? I'm not old enough to drink" Willow said, protesting.

"Come on, Wills. Live it up. Wine is good for you....makes you sleepy" Cordelia said, smiling at the idea of a very sleepy Willow nude in her bed. She rubbed her thighs together as she moved on the couch.

"Ok then....I'll taste some" Willow said, smiling slightly. She must be nuts. Nothing was different. Cordelia was just being friendly. She saw the robe shift as one of Cordelia's breasts was bared. She opened her mouth slightly as she tore her eyes away from the view. "So. Uh..bonding huh?"

"Yes." Cordelia said, smiling at her friend's reaction to seeing her breast. This was rather fun. It had been awhile since she had seduced someone. She was a bit rusty, but it was all coming back to her. "Why have you been avoiding us the last few days?"

"I haven't. I've been busy" Willow protested.

"You want Spike." Cordelia said bluntly.

Willow's face was on fire. She looked at Cordelia and sputtered, "How did you know? Oh my god...I'm so sorry..I'll leave now."

"Leave? Why?" Cordelia asked. "He wants you too.....we both want you, Willow."

Willow looked at Cordelia in amazement as her friend leaned over and kissed her. It wasn't a nice friendly little kiss. It was a soul searching, heat packing wallop of a first kiss. Willow whimpered and moved closer to Cordelia, allowing the girl full access to her mouth. Spike walked in, stopping as he watched the erotic sight of the two women in his life kissing for the first time. He set the wine down and moved behind Cordelia, his hands finding her breasts and twisting her hardened nipples. The fun was just beginning.

Willow pulled back from Cordelia, confusion on her face. She shook her head as she stood. "No."

"What's wrong luv?" Spike asked, not understanding why the girl was upset.

"Wrong? I've been in love with you for over a year. Did you ever see it? No. You chose Cordelia. Just like Xander did back in high school. Now, you expect me to just rip my clothes off and get busy with BOTH of you because you've decided you want me? Forget it, buster. You lost your chance."

"I saw it" Spike said, looking at her intently, "Did I believe it? No. I thought it was some passing fancy...a crush. I mean, why would you ever want a monster like me?"

"You aren't a monster" Willow defended before screaming, "ARGH! Stop it. I will not fall into your trap. Nope. No siree. You two can find another girl to play with. This redhead is holding out for something normal. I'm sure Anya would be interested."

"Anya can go fuck herself. I want you" Cordelia said sharply. "And you want us. That's what scares you the most isn't it Willow? You can have your dreams of getting him but when it comes to reality, you run away like a child. You can't handle real life. That's why you always choose men you know you will never have. Unattainable. Makes it easier to be a coward."

"Fuck you Cordelia!" Willow hissed, half of the brunette's words hitting home.

"The other thing that scares you is me. You can't believe you'd ever think about another woman the way you've been thinking about me. It makes you feel excited but disgusted at yourself. You're so scared of what the little slayer will say about you that you won't give in to your own desires!"

"I don't care what Buffy says! What I care about is the fact that I could easily give in to this and have sex with you both and then what? You two have each other. I'd still be alone. But then I'd be wishing I'd never done it...that I'd kept the friendship instead of the one night of passion. It's easy for you two since you already belong to someone. I don't belong to anyone!"

Cordelia softened as Willow's fear became verbalized. She moved to the shaking girl, putting her arms around her. "You will belong to us, Willow. This isn't a one night thing. We're offering a place in our life....in our hearts. We want you in our family. Permanently."

Spike kissed the top of Willow's head, "Why don't you sleep on it, pet? We're bad for thrusting all of this on you so suddenly. We will understand if you say no....I do love you Red. More dearly than you could ever imagine."

Cordelia took Willow into the bedroom. She laid the girl down and crawled beside her. "We will just sleep tonight. Ok?"

Willow nodded, her mind racing over everything that she had learned that night. Both Cordelia and Spike wanted her. She felt Spike move to the other side of her, his face against her neck as his arm joined Cordelia's around her waist. What was she going to do? She knew what she wanted to do...but was that the right choice? She let sleep overtake her as her mind continued to think.

**********

Cordelia woke up, noticing immediately that Willow was not in the bed. She sat up, looking around. She heard Spike groan as he woke up. He looked at the bed then at her. "Where is she?"

"I don't know" Cordelia answered softly.

Spike listened, hearing movement in the kitchen. "I hear her. She hasn't left."

Cordelia let out the breath she was holding. She had been so scared that she had lost her friend over this mess. "Should I talk to her?"

Spike shook his head, standing up. "Nah. Go ahead and take a shower. I'll talk to her. Have a bit I've been needing to tell her anyway."

Cordelia nodded, watching him leave the room. She had a scary feeling that Spike care more deeply for Willow than he did for her. She sighed, knowing it was more than a feeling. She'd always shared Spike with someone. She had assumed it was memories of Drusilla. Now, after his face last night, she knew it had been Willow all along. She could accept that. Her relationship with Spike had started out completely sexual in the beginning. It was only over time it had developed into a caring friendship and love. She didn't mind his feelings for Willow. She had her own for the girl. She knew by opening this can of worms that she might lose him. If it were to Willow, she wouldn't mind. She did love the girl. She sighed hoping that they could work things out between the three of them. She'd rather keep them both than be alone. She went into the bathroom and began her shower.

**********

Spike watched Willow as she made coffee. Her movements were slow as though she were lost in her mind. He waited until the glass was set down before he spoke, "You ok?"

Willow shrieked and glared at him, "Geez. I didn't hear you."

He smiled slightly, "Sorry."

She shook her head, "No you aren't. I know how much you love scaring people."

"You ok?" he asked again, his blue eyes watching her face.

"Why?" she asked.

"Why what?" he asked confused.

"Why could you accept Cordelia and not me?" Willow asked. "You said last night that you knew you love me but didn't believe it. Why could you trust her and not me?"

Spike sighed, running a hand through his hair, "It wasn't like that pet. I never meant to care for the chit. My heart was yours. Always. I started off using her...she used me too. It was fun. But, it evolved. I do love her, Red. She is part of my heart now. But, and I really feel like a bastard for saying this, I love you more than her...you're my best friend."

Willow sat down, her head in her hands. "I just don't know what to believe. I mean, she said that you both want me forever. Well, what if she starts feeling that you do love me more? What then? I can't be the reason you two break up. I won't be."

"Do you like her, luv?" Spike asked, going directly to the question.

"I uh might" Willow said blushing. "She's uh very pretty."

"Are you ok with us...now?" Spike asked, not wanting to lose her.

"I understand more. You used her for sex because you thought you could never have me. Somewhere along the way, you two fell for each other, but your feelings for me never faded either. Is that the basics?"

"An abridged version, but close enough" he answered smiling slightly.

"I can't give you an answer Spike. I mean, I think I'd like to share you with her, but it's sort of frightening in a way. I can't just give you this easy black and white answer. There is too much gray involved. I don't want to lose either of you though. That I know." Willow said, sighing again.

"Why don't we play it by ear?" Spike suggested. "We spend the weekend together. See what happens, IF anything does. If it doesn't, no harm done."

"There'd still be harm done. Either Cordelia or I would lose you" Willow said seriously.

"Let's deal with that when it comes up" Spike said, knowing in his heart that in time Willow would accept both him and Cordelia. He had seen the answer in her eyes the night before. Before the fear and questions entered her mind.

"You've got a deal" Willow said, letting out a breath. A weekend to see if anything happened between the three of them. IF? Who was she kidding? She knew she wouldn't be able to resist them since her questions had been answered.

**********

Willow woke up, glancing over at Spike and smiling. He was watching her, his blue eyes cautious. "Morning."

He smiled at her tone, knowing that it was ok. "Afternoon, luv. You slept through the morning."

Cordelia groaned, her breasts pressing into Willow's side as she stretched. "Whose fault is that, Mr Insatiable Vampire?"

"Me?" Spike said innocently, casting a look of disbelief at the two smiling women. "I don't believe I was the one begging for more...."

Willow blushed, "Shut up....I didn't beg."

"Dunno, Will. There was some definite begging going on" Cordelia said, her hands drifting over her new lover's chest. She let her finger brush over Willow's nipples and was rewarded with them hardening.

Willow closed her eyes in pleasure as she felt Cordelia and Spike begin to caress her body. One touch warm, the other cold. The feeling was amazing. She had managed to make it through Friday without making a decision. They had just spent the day together, laughing and having fun. It was that evening that she had decided that she wanted to go through with it. They were her best friends...the people she loved the most in the world. It had been amazing. Spike had taken her virginity as Cordelia had gently held her. She and Cordelia had also begun to learn each other's bodies. She had never imagined that another woman could make her feel so loved and cherished.

It was now Sunday. She knew she wouldn't be leaving anytime soon. They had hesitantly approached her with the idea of moving in the night before. They thought things might be moving too fast for her, but they had been delighted when she said yes. So, that day, once they got out of bed, they were going to begin packing up her stuff.

"Willow...we could use less deep thoughts and more participation" Cordelia said, chuckling.

"Yes ma'am" Willow said, capturing the girl's lips with her own. She whimpered when she felt Spike move between her legs, his cock sinking deep into her. She smiled as Cordelia straddled her face, her tongue snaking out to lap at the girl's juices. She knew that Buffy and the others probably wouldn't understand. Hell, she was living in sin with Spike and Cordelia. But, she didn't care. She loved it. She loved them. If this was sin, she wished she'd found it months earlier. She cried out as Spike's hand rubbed her clit. Simply sinful, she decided. She moved against him, rocking back and forth as she felt her muscles tightening. Cordelia screamed out as Willow felt her juices cover her face. The girl moved, her mouth licking Willow's face clean as Willow and Spike continued to move. Finally, the two came together, Willow's moan of release captured by Spike's mouth. The three fell to the bed, exhausted.

"I think I like these fringe benefits" Willow said, laughing. "Friendship with you two is something else....."

"Love you, pets" Spike said, his arms snaking around them both. He smiled against Willow's neck. The fun was just beginning, he realized. They had the entire future to explore...the three of them together.