Yawn.

Buffy awoke, preparing herself to roll over and feel the firm mattress beneath her sleepy body. Only, when she tried to roll, she couldn't. She couldn't roll?

Oh god, I'm unrollable!

She tried once more, before finally giving into the eye-opening process. She tried to adjust them to the sunlight that poured in through a nearby window (one that wasn't her own) and she looked down to see where exactly she was.

To her surprise, and semi-horror, she was wrapped up in a warm, well-muscled body. Then she looked up and put a face to said warm, well-muscled body: Spike. She was sitting on the floor, leaning against his front, while his arms hung loosely around her.

She glanced around the room and noticed that all of her friends were sleeping in various areas of the living room... all strangely on the floor. Panic arose inside of her, wondering if there was some sort of carbon monoxide poisoning that somehow didn't affect her because... well, for some reason. But then she realized now stupid that sounded and she shook her head. They must have all just fallen asleep during that fun-filled game of Truth or Dare.

Buffy shrugged and removed Spike's arms from around her waist, careful not to wake him. She willed her tired body to stand, as she held onto the couch for support. Soon she was out of Spike's grasp, standing in the middle of Willow's living room with a killer headache.

"Ugh. Standing bad," her groggy mind registered, but then quickly wondered why she even had a headache in the first place.

It didn't take her long to figure it out, when she tripped over an empty liquor bottle and landed flat on her face. Everyone seemed to wake up at that exact moment. Must've been the ambiguous "thump"...

"I didn't do it! Uncle Rory ate the rest of the pickle relish, not me!" Xander shot up with a start.

Buffy pulled herself up and rubbed her throbbing nose. "It all makes sense now," she commented, with a yawn.

Xander looked around frantically, trying to pinpoint his surroundings. He relaxed when he realized he was only dreaming.

"Breathe, Xander. The pickle relish is just fine."

"Thank god," he sighed, flopping backwards onto the rough carpet beneath him.

Willow rubbed her eyes, obviously still a little lost. "Did I miss something?" she asked, sleepily.

"We got drunk. Passed out. I woke up and fell like the clumsy idiot I am, and Xander started freaking out about condiments."

She nodded, with a frown. "Oh."

Tara then sat up, running a hand through her long, tangled hair. "Are you okay?" she asked Buffy, picking up on the falling part.

"Apart from my Bozo-esque nose, super," she sighed.

"Bloody hell, somebody shoot me," Spike groaned, stretching out his aching limbs. "And stop that pounding."

"Pounding?" Willow wondered.

"Yeah, don't you hear it?"

Xander raised his arm and draped it over his eyes. "I do, man. It's the much anticipated after effect of my very first hangover."

"Got that right," he agreed, rubbing his hands over his face. "Aside from the 'very first' bit. Hangovers and I 'ave become good friends."

"Poor Spike," Buffy smiled in sympathy.

He looked over at her then, as if just realizing she was in the room. "Buffy," he greeted, suddenly not feeling so crappy anymore.

"Morning. I'd add on a 'good', but it seems kinda outta place, considering it feels like we were all run over by semi-trucks."

Spike just continued to stare at her. Did she remember?

"I don't feel so much run over," Willow added. "More like hit in the head with lots of various shaped bricks."

"Or a sledge hammer," Xander chimed in.

"I dunno," Buffy continued. "I feel really sucky, but part of me feels oddly sated. I wonder why."

Spike started coughing loudly, earning him several worried glances. "Sorry. Uh, scratchy throat is all."

Tara had to suppress a giggle. She remembered all too well her little encounter with the blonde duo last night...

"So, pancakes anyone? I've got chocolate chips!" the red head grinned, forcing herself to stand up. She wobbled a bit, but finally regained her balance.

"Make mine extra chippy," Buffy smiled, her tummy grumbling at the mention of food.

"I'm on it."

The friends began to go their separate ways then, with Xander helping Willow in the kitchen and Spike making his way to the bathroom. Tara smiled at Buffy, who remained in her spot on the floor.

"I, um--I'm sorry about last night," she said, color rising to her cheeks. "I didn't mean to interrupt or anything."

Buffy frowned in confusion. "Huh?"

"Oh, I was just apologizing for walking in on you two last night. T-There was a table... and my toe..."

"Wait, walking in on us? On who?"

"You... you and Spike. You two were... well..."

The blonde's expression remained blank and Tara realized that maybe she didn't remember. Whoops.

"Nevermind," she quickly covered, not wanting to start anymore fights. "Maybe I dreamt it."

Buffy sat in confusion for a few moments, trying to process what Tara was saying. Vague flashes passed through her mind, all of which involved Spike and his oh-so-talented tongue. Her eyes went huge, as the memories came flooding back.

"Oh no," she breathed, her stomach tying up in knots. "I think I'm starting to remember..."

Tara gulped. Buffy gulped. It was a gulp-a-thon.

"I-I'm sorry," Tara quickly stated. "I didn't mean--"

"No, it's not your fault. I just... I'll be right back."

She stood up as quickly as she could and raced up Willow's staircase. She heard Spike behind the bathroom door, washing his hands. With her heart pounding at a terrifying rate, she waited nervously for him to emerge. When he did, she immediately started talking.

"I know this is gonna sound a little weird coming from me," Buffy began, after he stepped out into the hallway. "But we need to talk."

"Yeah? What about?"

"Last night."

Spike breathed in deeply, surprisingly having a sharp recollection of last night. He nodded his head and waited for her to proceed.

"Did, um... did we have, hummm... well, you know... did we have--"

"Sex?" he offered, arching a brow.

"Uh-huh."

He shook his head. "No," he told her, and then added with a grin: "Much to your dismay."

Relief washed over her, quickly followed by embarrassment. God only knew how she acted...

"But we, uh... did other stuff?" she wondered, hesitantly.

"A bit, yeah."

"Like... ?"

"Well, there was the snogging. A lot of it to be exact. And, uh..." Spike fumbled for the right words, suddenly feeling slightly embarrassed himself. The idea of not telling her the "other stuff" crossed his mind, but he decided he should be honest. "Well, you know."

Honest enough, he shrugged.

Buffy just looked at him, not knowing at all. "Might help if you fill me in."

"Right, well... uh, we were both sort of hammered. And stuff sometimes happens... and uhh..." Damn, this was awkward. "Are you sure you don't remember?" he opted with.

She shook her head, trying to get a visual on the night before. She remembered the drinking part and the falling into Spike's lap part. And... what came after that? Suddenly, images popped into her mind of her clutching to his legs, as his hands... as his hands...

"Oh!" she breathed, eyes widening. Then she looked up at him, accusingly. "I let you touch me in bad places!"

Spike couldn't help but grin at her phrase of choice. "Something like that, yeah."

Buffy tried to be angry, but the memories all came pouring back. Heat flooded her body, as she remembered the overwhelming wave of ecstasy that had washed over her while he touched her. She'd never felt anything like it before.

"It was amazing..." she muttered, only realizing too late that she had said it outoud.

Spike's grin grew to mass proportions. She gulped.

"I-I mean... in the "non-slutty, I was really drunk" sorta way," she corrected, her face burning.

He advanced on her then, slowly but surely invading her personal space. His hand reached out and tentatively placed a strand of hair behind her ear. "You liked it?"

Buffy practically melted into a puddle. Of course I liked it! "No way!" she quickly covered, trying not to become puddle-like. "I-It was awful! Profane even! A-And shameless and offensive and lewd and scurrilous and I'm trying to think of more related words, but I can't because I'm lying and I actually really, really enjoyed it and oh, god, this is the longest run-on sentence ever, a-and--"

"Shut up, Summers," he smiled affectionately, and leaned into to kiss that run-on sentence right off of her sweet lips. But before he could, Willow appeared at the base of the staircase, a spatula in hand.

"Oh!" she gasped, mortified. "I-I didn't mean... sorry! You two were obviously about to smooch and I'm an idiot and ruined everything."

Buffy smiled down at her friend. "It's okay, Will. Is breakfast ready?"

"Yep!" she nodded. "Hence the showing up at the worst possible moment and ruining everything."

"Don't fret, Red," Spike cleared his throat, reluctantly taking a step back from the kissable blonde. "We were just talkin' is all."

"Yeah," Buffy agreed. "But we can talk later. Right now, I'm starved."

~~~

Buffy looked down at her pancakes with a worried frown. "Are you sure these are chocolate chips?" she asked, poking at the fried batter with her fork.

"Sure!" Willow nodded, taking a big bite. She quickly made a few gagging noises before spitting it back out onto her plate. "I thought so anyway."

Xander reached over and plucked a plastic bag from the garbage can. "Will, these aren't chocolate chips. They're raisins. And I'm allergic!"

"My bad," Willow smiled sheepishly. "Guess my fuzzy brain got kinda mixed up. Honest mistake."

"Tell that to my rash!" he said, instinctively scratching at his arms.

"I-I think they're good," Tara shrugged, pouring on the syrup.

"Yeah, at least I didn't confuse them with mice pellets. Because I hear they... look like chocolate chips..."

Buffy made a face and pushed her plate away. "Now that I'm even less hungry," she mumbled. Then she glanced across the table at Spike who had been silent the entire time. He just sat there, staring at his plate with a solemn look on his face. "You okay, Spike?" she asked.

His head shot up at the voice. "Oh, yeah. Sorry. Uh, nice job you did there, Red."

Willow sighed sadly and began clearing the table. Buffy continued to study Spike, wondering why he suddenly looked so down.

"Well, uh, I better take off. I wasn't expecting to stay the night, so I reckon my dad's pissin' a fit right now," Spike explained, standing up from the table.

"Oh, okay," Willow responded, while rinsing off her plate in the sink. "Thanks for coming. Even if you did get us all drunk and headachy."

He gave an apologetic grin before heading towards the door. Buffy stood up as well and followed him.

"Is something wrong?" she asked, watching as he tied up his black boots.

"What? No. 'Course not. I just need to get back," he replied.

"Oh. 'Cause you seemed sorta upset at the table."

Spike approached her, his features softening. "I'm alright. Just thinkin' is all."

"About what?" she tried.

"You."

She put her head down. "Sorry I give you sad face."

"It wasn't sad face, Buffy. More like unsure face."

"What are you unsure about?"

"Again, you."

She was about to snap at him, but realized she was just as unsure as he was. "What's going on between us?" she finally asked.

He shook his head. "Don't know."

"It's just weird," she continued. "I mean, first we're all about the hugs and cuddles. Then we're making with the kissy face. Then we're saying horrible things to one another... and then we're back to the kissy face again. It's kinda confusing."

"Right there with you, love."

"So, what do you think?"

Spike sighed, and took a step closer to her. "I think we both need to get some rest and sleep off these sodding headaches. Then we can talk tomorrow."

"O-Okay," she agreed.

"Good. I'll see you at school then?"

Buffy nodded.

"Alright. Until then, pet."

He gave her another smile before heading out the door. She stood there for a moment, watching as the black Mustang pulled out of the driveway and disappeared down the quiet street.

"Until then," she sighed, closing the door and making her way back into the kitchen.

Spike sat down in the cafeteria with his tray of chicken strips and french fries. Angel was sitting across from him, waiting for the cheerleaders to arrive. He flashed Spike a grin, as he sipped his Coke.

"So, you fuck that Summers chick yet?"

Spike practically choked on his chicken. "Bleeding hell, Angel. We're not even dating."

"No?" his ears perked up. "Can I have her number?"

"What's your sudden interest in Buffy, anyway? Before I started talkin' to her, you were busy makin' her life miserable."

He shrugged. "I guess you just made her seem cooler. Plus, she's hot."

Spike rolled his eyes. "Yeah, well, you're not really her type."

"And you are?"

A vision of Buffy writhing between his legs flashed through his mind.

"Maybe."

Angel frowned in disappointment and munched on a fry. "I dunno, man. She seems like the gullible kind. You know, a little sweet talk and romantic music, and she'll be on her back in no time."

Spike bolted out of his chair. "Watch your mouth, mate," he threatened.

Angel grinned and rose from his seat as well. "What are you gonna do about it?"

"Did you see Finn's face?"

He cringed, but stood his ground. "Riley's a pussy. I could take you."

A teacher suddenly appeared at the entrance, eyeing them suspiciously. Not wanting another suspension, Spike reluctantly sat down. Angel did as well, and they opted for glaring.

"Sorry to interrupted the macho-fest. Looks pretty intense," Cordelia sat down, giving Angel a kiss on the cheek.

Cecily smiled and situated herself next to Spike. He tensed, wondering what she was doing in this lunch period.

"We had a sub in French class," she answered the silent question. "So I decided to cut."

He cleared his throat. "Uh, I see."

Meanwhile, Buffy was swirling her macaroni and cheese around on her plate with a fork. Willow spared her a worried glance.

"Are you okay, Buffy? You're doing everything to your noodles aside from actually eating them."

"She's not having sex with them," Xander blurted, and then grinned. "Unfortunately."

Buffy made a face of disgust. "Xander, you're the only person I know that gets off on the thought of me pleasuring myself with pasta."

He shrugged. "I'm a guy. I think guy-related thoughts."

She sighed, and returned her attention to Willow. "It's nothing, Will. It's just that Spike and I were supposed to talk today, but when I saw him in the hall earlier, he kinda ignored me."

"Maybe he didn't see you?" she offered.

"That, or he's doing the avoidy thing. The much crappier option."

But before Willow could reply, Buffy glanced across the room to see Cecily fawning all over the bleached blonde. She felt her stomach sink, as she watched the snob run her hand up and down his arm--an action that he didn't seem to mind. Without thinking, Buffy grabbed her books and marched out of the cafeteria.

"Will you get off?" Spike snapped, finally having enough of Cecily's constant flirting. "We're not together anymore, so quit actin' like we are."

She frowned. "I thought we could try again. It'll be like old times!"

"We're over, Cecily. I tried tellin' you last week behind the school."

"Yeah, and then you kissed me."

"You kissed me!"

"Same diff!"

Spike growled, throwing his fork down on the table. Just as he was going to respond, he noticed Buffy storming out of the cafeteria all head high and hair toss. She sent a spiteful glare in his direction, before disappearing out of the room.

"Bloody hell," he mumbled, quickly standing up and following her out into the hallway.

Cecily whimpered in annoyance and watched as Spike left her side to chase after the geek.

"Buffy!" he called out, seeing her head towards the bathroom, hips swaying confidently behind her. "Summers, hold up."

She suddenly felt herself being turned around by a strong arm, coming face to face with the object of her frustrations.

"Let go of me, Spike," she demanded, pulling herself free of his hold.

"It's not what you think."

"Yeah, knowing my luck, it's worse. Now leave me alone."

"No way," he countered. "You have no idea what you thought you saw back there."

"Of course. Just a trick of light, right? I always knew those fluorescents were evil."

"Will you quit it? Cecily and I are over," Spike reinstated.

"Our definitions of 'over' are obviously quite different, so if you don't mind--"

"Buffy!" he shouted. She snapped her mouth close. "If you hadn't high-tailed it out of there so fast, you would know that I'm not lying."

"So you're saying I missed this big, huge, yay-Spike thing when my back was turned for approximately five seconds?"

"Well, yeah."

She shook her head. "I don't believe you."

Just then, Cordelia and Harmony walked passed, not noticing the two blondes.

"I can't believe Spike shot her down like that!" Cordy exclaimed. "For that little Buffy tramp, of all people."

"I can't believe it either," Harmony agreed.

"Yeah, I mean, did you see her that one day? She completely bitch-slapped me in front of everybody! But I totally kept my cool and witty comeback-ed her right back."

"What did you say?"

The brunette shrugged. "Beats me. It's filed away with my vast array of other witty comebacks."

They shared a giggle and vanished around the corner.

Buffy swallowed, looking down at her feet.

"Now do you believe me?" he asked, never being so grateful to Cordelia Chase in his entire life.

She looked up at him and slowly nodded her head. Spike reached his hand out, placing a hesitant finger underneath her chin.

"You know I wouldn't hurt you, Buffy. Not again," he confessed.

She smiled up at him. "That's good. Because, you know, hurting sucks."

"That it does, love."

Love. Buffy swooned, despite herself. Out of all the names Spike called her, that was her favorite.

"So, um, do you wanna talk now?" she wondered, half dreading it and half looking forward to it. Usually, all of their so-called talks ended in supreme badness--hopefully, they could be mature about it this time.

"Talk?" he repeated, slowly leaning into her.

Oh, God. What was he doing? Don't do that!

"Yeah. I-I thought you said we-we could talk today... about..." Her voice trailed off.

"Yeah?"

Buffy swallowed hard. "About, ummm... us," she finally forced out.

Their faces were merely centimeters away now.

"We could," he offered. "Or we could do... other things."

"O-Other things?"

He nodded.

"Oh. Well, um, uhhh..." She shook her head. "We're in school!"

"I did notice that, yeah."

"And you still want to... ?"

He grinned.

Gulp.

"Well, in that case..."

Spike was on her so fast, she couldn't have gotten another word in if she tried. He pushed her up against the wall, next to the men's bathroom, his mouth devouring her.

Her hands were immediately in his hair, around his neck, scratching at his back, on his face. There was so much passion ignited in this kiss, that Buffy knew if he wasn't holding her up, she would have crumbled to the floor.

Suddenly, she felt herself being moved--pushed through a door, and held up against another wall. She gasped for breath when their faces pulled apart, but Spike was quickly on her once more, drinking her in.

"Ooh," she moaned, letting his tongue slip past her lips, as she wrapped her legs tightly around his torso.

Spike flinched slightly, and Buffy then remembered his injury. She quickly loosened her grip.

"Sorry," she murmured into his mouth.

"Forgiven."

She smiled and kissed him again, her small hands worming their way underneath his black t-shirt. He hissed at the contact, nibbling lightly on the pink tongue that invaded his mouth. He felt her tremble against him, and took the opportunity to slip his own hand beneath her baby blue blouse.

Buffy sucked in a breath, arching against him. She felt his fingers push down her bra and begin massaging her aching breast.

"Oh god," she breathed, reveling in the feelings he elicted.

"You like that?" he urged, grinding his hardness against her center. She squeaked in surprise, as he continued to work her breast. The rosy nipple pebbled between his fingers, and he swallowed, leaning in to kiss her once more.

Buffy held his head in her hands, as their lips met. He kissed her passionately, desperately, his tongue entwining urgently with her own. When he leaned down to nibble at her neck, she finally looked around to see where they were. Her eyes widened in surprise when she saw the array of bathroom stalls in front of them.

"Spike?" she whispered.

Lick.

"Hmm?"

"U-Ummm..."

Bite.

"What is it, love?"

Suck.

"Oh! It's just... it's just, uhh..."

He finally raised his head to look her in the eyes.

"Tell me," he prompted.

She stared at him breathlessly. "I don't want my first time to be next to a urinal."

Spike frowned, his eyes browsing their surroundings. Sure enough, he had Buffy pressed up against the wall in the men's bathroom. Bloody hell. And wait, first time? She thought they were going to have sex?

"Buffy..." he began, only to be interrupted by the sound of the bell ringing. He saw her eyes go wide--probably at the fear of getting caught. They quickly parted, as Buffy straightened out her shirt and bra, and Spike ran a hand through his tousled hair.

"We should probably get to class," she decided, trying to will back the flush on her cheeks.

"Uh, yeah. We can talk later?"

She nodded. "I won't be in computer class... I have a dentist appointment. But stop by after school. I should be home by then."

"Alright."

She smiled meekly, suddenly feeling quite awkward. "Good. I-I'll see you later then."

He smiled back, also feeling uncomfortable. They both headed towards the bathroom door, opening it cautiously, and slipping out into the teenager-infested hallway.

~~~

"So, I decided to go pink," Buffy said, holding the Prom dress out in front of her. "Do I look cute in pink?"

Spike sat on the edge of her bed, leaning back on his hands. "You look cute in anything, pet."

She blushed. "Thanks."

"Just being honest."

Buffy turned back towards her closet, and hung the silky dress back on its hanger. The inevitable talk was looming in the air, as they both tried to dance around the topic. Spike had showed up about a half an hour ago, and all they really discussed were Prom plans. Well, lack of plans that is. They only thing they had all decided on, was that they would take a limo there. But everything else was still uncertain.

"I can't believe it's on Saturday!" she exclaimed, closing her closet door, and fluffing her hair in the mirror. "Only three days away. It's almost unreal."

Spike just shrugged.

"Why do you always do that? Stop always doing that!" Buffy pouted.

"Doing what?" he frowned.

"Acting like Prom is no big deal."

"It's not."

"Yes, it is!"

"If you say so."

She rolled her eyes. "Whatever. Are we going to talk or not?"

"Sweetheart!" Joyce's voice blared.

Buffy sighed, knowing that her and Spike would never get their feelings out in the open. It was like fate or something.

"I'm busy, Mom!" she shouted back.

"I need to talk to you!"

Spike just sat there, partially relieved that their talk would be once again post-poned. He had no idea what to say to her. Hell, he didn't even know what he was feeling.

"Rain check?" Buffy's shoulders sagged, accepting her fate.

"So says Mum."

"I'll be right back," she mumbled. "Hopefully."

"I'll be here."

Buffy then made a swift exit out the door, leaving Spike to gather his thoughts.

Saturday afternoon arrived sooner than Buffy had anticipated. On Wednesday it had felt like millenniums away--and now, poof. Prom. Well, maybe not so much "poof", as "many time-occupying distractions". And not of the good kind. The boring, school-related kind. Still, there was one distraction that had yet to be settled...

"Are you ready?"

Buffy looked up at her expectant friend, almost forgetting Willow was even in the room. Plastering a quirky smile on her face, she quickly nodded her head. She could bask in the pre-Prom festivities without a certain bleached wonder getting her down.

"Sure am," Buffy replied, snatching her purse and throwing it over her shoulder. "Are we picking up Tara first?"

"Yeah, I was gonna zip by her house," Willow explained. "Her parents dragged her to this big family outing this morning, so she's a little behind schedule."

"No big. Our hair appointment isn't for another hour anyway."

The two girls smiled at each other, and hurriedly made their way out to Willow's red, Volkswagon Beetle.

~~~

Buffy had to raise her voice an octave higher in order to be heard over the numerous blow-dryers and chatting people.

"So, the limo's picking us up at my house then?"

Willow nodded. "Is that okay? I guess the guys are meeting at Spike's house, and then they're heading over to yours."

"Yeah, that should work. Do you know what time?"

"I-I think around 6:30," Tara offered, squeaking as the hair stylist tugged at her mane.

"We've still got about," Buffy looked at her wrist. "Five hours," she noted.

"Plenty of time to get beautified!" Willow squealed, happily. "And I can't believe Spike McAlister is my date!" Off of Buffy's despondent expression, she corrected herself. "Even though he'd much rather be going with you, of course."

"I'm not so sure anymore," she sighed. "We still haven't had The Talk."

"Have you had time? What with school winding down and all that?"

"There was this one time. We were about to talk, but Mom called me down to empty the dishwasher. When I went back to my room, he was gone."

Willow had shock face. "What a jerk!" she exclaimed. "How could he do that to you? Just leave like that?"

Buffy shrugged. "I dunno. But I haven't talked to him since."

"I think he's just confused," Tara offered. "I-I mean, not that it excuses him for ditching you like that. But you guys have a complicated past. M-Maybe he's just trying to make sense of everything."

"I suppose."

"What are you feeling?" Willow suddenly wondered.

"For Spike?"

They both nodded curiously.

"Oh. Umm, I-I care about him," Buffy stammered. "And sometimes I want to pull out his ribcage and wear it as a hat."

Everyone stopped what they were doing and turned to look at her. She slunk in a little in her seat.

"Okay, bad imagery. And not very fashionable."

"And also gross," Willow commented.

"Sorry. But, you know what I mean. We've got this whole love/hate thing going on."

"Love?" Tara asked.

"Oh! Well, no. Not like that. Again, you know what I mean," she said, flustered.

The two girls nodded in understanding.

"Well, I'm sure you'll have a blast tonight, no matter what goes down in the Spike department," Willow assured her.

"I hope so," Buffy smiled. I certainly hope so.

~~~

Spike lay back on his bed, staring up at the glow-in-the-dark stars on his ceiling. He thought about making a wish, but then shook the ridiculous thoughts from his mind. He wasn't a child anymore. He was an adult. Well, legally, anyway. Still didn't mean he felt like an adult...

Hell, he didn't even know what he felt like. He didn't even know what he felt. Not for Buffy Summers, anyway. And it's not like he was avoiding her or anything...

Well, that was a lie. He was definitely avoiding her.

But he wasn't trying to hurt her. Or lead her on in any way--he was just confused. And alright, bailing on her before the big talk probably wasn't the most mature thing for him to do, but he had totally freaked out. This girl was making him feel things he couldn't even begin to puzzle out. The intensity of which he cared about her, lusted after her...

No. He couldn't. It was wrong. This was Buffy. Buffy Summers, the girl who endured four years of his inexcusable torment. She was beautiful, smart, and had the most adorably charming wit about her he'd ever seen. She deserved more. She deserved better. This is why it could never work.

But somehow when he looked at her, all that logic seemed to fade away. Her eyes, they... they did something to him. And sometimes, inside those deep, green pools, he saw the same emotions being reflected back.

So this is what conflicted him. His heart was battling it out with his head, and he had no idea which one to listen to. He knew he had to make a decision--and fast. There's no way he was going to make it through the night without speaking to her.

Suddenly, vision of Buffy pressed up against the bathroom wall, her legs wrapped his waist and her cheeks flushed with passion, flashed before his eyes.

Then he briefly wondered if he was going to make it through the night at all.

~~~

Purse.

Check.

Camera.

Check.

Ticket.

Check.

Virginity.

Double check.

Hey, she knew about post-Prom activites. She was well aware of the fact that it was a time-honored tradition for boys to get laid on Prom night. She wasn't totally naive. And knowing first hand what alcohol and horniness could do to a perfectly respectable guy... well, let's just say she was going to be extra cautious.

"How's my hair?" Willow asked, frantically, wiping her sweaty palms on the front of her dress. She had ultimately gone with a deep, emerald green, instead of the mint. A male shop keeper said it brought out her eyes, and that's all it took for Willow to hand out the cash. Although Buffy had to admit, he wasn't wrong. Her friend was an absolute knockout.

"You're hair's fine, Will," Buffy smiled, after hearing the same question for the past four hours. But then she added, just to be sure: "How's mine?"

"Perfect!" her friend smiled back.

Tara stepped into the living room, her baby blue dress fluttering behind her. "It's almost 6:30," she announced. "They should be here any minute."

"Oh, god!" Willow exclaimed, her heart thumping in her chest. "Are you sure my hair's alright?"

They rolled their eyes.

"Sorry! I don't mean to be repeato-gal," she apologized off their looks. "I-I'm just so nervous! What if Spike hates me?"

"Not possible. You look gorgeous," Buffy assured her.

This seemed to calm the red head's nerves down somewhat, and she smiled sheepishly.

"I think they're here!" Tara informed them, peeking out through the half-opened blinds.

"You think?" Buffy questioned. "A big, white, limo-shaped thing should probably be a giveaway."

"They're definitely here," she nodded.

"Oh, god!" Willow squealed again.

Buffy couldn't help but let a wave of nervousness wash over her as well. She hadn't talked to Spike since before he ditched her on Wednesday. And the only real remembrance of that little encounter involved roaming hands and pleasure-induced moans. Well, and urinals.

She blushed, quickly erasing the thoughts from her mind. If Spike didn't want anything more from her than sexual gratitude, then fine. She could accept that. She could be strong and resist his Spike-ish charms.

Taking a deep breath, she joined Tara and Willow at the window. Only that deep breath caught in her throat when she noticed the three boys stepping out of the limo. More specifically, one boy. One incredibly handsome, tuxedo-wearing boy.

This was going to be harder than she thought. Way, way harder.

"I'll get the door!" Willow declared, practically tripping on her high heels in the process. The three teenagers walked up the small sidewalk that lead to her front door. Willow whipped it open, smiling from ear to ear.

"Hey, guys!" she greeted, holding the door open for them.

Jonathan gave her a nervous smile, Xander wrapped her up in a huge bear hug, and Spike took her hand and graciously kissed it's back. She swooned. Buffy had to look away.

"Oh, Buffy!" Joyce suddenly appeared, three disposable cameras in tow. "You all look amazing!"

The six of them looked up, smiling gratefully at the eldest Summers.

"This is Jonathan," Buffy introduced to her mother. "He's my date."

"It's a pleasure to meet you! You do promise to take good care of my daughter, right?" she winked, causing Buffy to flush from embarrassment.

"Um, yeah. I promise."

"Wonderful! Now, everyone gather around for pictures."

Buffy glanced over at Spike, who had his hand placed gently on Willow's shoulder. He was wearing a typical black and white suit, the top two buttons rebelliously undone. His tie hung loosely around his neck, and his shirt was neatly tucked into his belt buckle. His hair was a disarray of unruly blond curls, and Buffy could smell the familiarity of his musky cologne from practically the other side of the room. To make a long story short, he looked gorgeous.

Swallowing hard, she took the arm Jonathan shakily held out for her, and joined the others in the picture circle.

Spike tried not to look at her. He couldn't. He had never seen a more heavenly creature in all of his existence, and he knew that if he spared her one single glance, it would be the end of him. He had already taken a moment to study her when she was introducing shortstop to her mother. And it was a moment that would stay with him for the rest of his life. The way she looked tonight was making him dizzy. Her golden hair was swept up into a loose cascade curls, many of the tendrils falling down and gracing her slender neck. Her pink dress hugged her curves in all the right places, the tanned skin on her bare back glowing, and simply begging to be touched.

He had to suppress a groan, as he watched her move into the circle, unaware of his scrutinizing gaze. He quickly followed suit, not wanting to be caught staring at the blonde beauty before him.

"Okay, say cheese!" Joyce beamed, snapping an ungodly amount of photographs. By the time she was finished, everyone's faces ached from smiling so much.

As the crowd broke apart, Joyce stepped over to Buffy and Spike, lightly touching them on their shoulders.

"If you don't mind," she began, tears forming behind her eyes. "I'd like to get a picture with just the two of you."

"Mom, I don't..."

"Absolutely, Ms. Summers," Spike interrupted, giving Buffy an affectionate smile. He held out his hand for her and Buffy hesitantly took it. She stepped towards him, feeling the heat of his body radiate into hers. It took all of her willpower not to grab his face and kiss the breath out of him.

"Ready?" Joyce prompted.

Buffy felt his arm slip around her waist, pulling her even closer to him. She swallowed hard, doing the same. She then nodded at her mother and the flash went off.

"Excellent! Now you kids have fun. Buffy, I want you to call and let me know what you're doing by midnight, okay?"

"Sure thing," she gulped, all too aware of the warm hand that lingered on the small of her back.

But he quickly removed it, sauntering back over to his date for the evening. Buffy sighed, doing the same.

This was going to be a long night.

As the six friends made their way into the crowded building, Buffy felt a familiar presence approach her. It was quickly followed by a velvety voice, whispering in her ear.

"You take my breath away, Summers."

Buffy froze, shivers running up and down her spine. Her mouth opened and closed a few times before she turned around, but he was already walking ahead of her, linking his arm in with Willow's.

Damn him! she mentally cursed. She was letting him get to her. Why did he have to be so sexy? Why couldn't she resist him? Why did he have to look so good in a tux? Why?!

"Buffy, this is so neat! Look at everyone!"

She was jarred out of her thoughts by Willow, as they entered through the two double doors.

"Wow," she managed to breathe out, taking in this new change of scenery. Hundreds of couples strolled hand in hand through the large ballroom. Tables were gracing the carpet, all surrounding a spacious dance floor in the center of the room.

"It's magical," Willow exclaimed, squeezing onto Spike's arm.

Buffy noticed and the so-called magic immediately left the room. She looked to her right and saw Jonathan standing by her side, hands stuffed into his pockets. Without thinking, she quickly snatched his arm and pulled him onto the dance floor.

"Let's dance," she said abruptly, not giving him time to protest.

The four others watched as the poor boy was practically dragged away.

"Looks like they hit it off pretty well," Xander commented. "And look! The height difference isn't too extreme. That's a bonus."

"Yeah," Spike mumbled, intently eyeing the swaying couple. He hadn't meant to upset her with his words. It was the truth, afterall. And he certainly didn't want her to avoid him the entire night. He had decided earlier that he was going to talk to her tonight. For real this time. He wasn't sure when, but before the night was over, Buffy would know how he truly felt about her.

"So, do you wanna dance?" Willow asked him, breaking into his thoughts.

"Uh, yeah. Alright," he replied, and led her towards the dance floor. He put his arms around the red head's waist, while glancing over her shoulder at the couple in front of them. Buffy's back was to him, unaware of the fact that he was boring holes into her.

"You should talk to her."

Spike blinked a few times before looking down at his date. "Come again?"

"I said, you should talk to her. Buffy, I mean," she repeated. "She's been kinda bad moody these past few days. It's always 'Spike this, Spike that'. You shouldn't be avoiding her."

He sighed, glancing over at Buffy once again. She was now facing him, looking everywhere except in his direction.

"I don't know what to say," he finally answered.

"Tell her how you feel. Anything. Something."

Spike nodded, mostly to himself. Buffy then looked up, catching his eye. She blushed, but didn't look away. They held their stare for as long as they could, until they were facing away from each other once again. He returned his gaze to Willow.

"I don't know how I feel," he told her, swallowing the growing lump in the back of his throat.

She smiled softly. "Yes, you do."

~~~

Buffy cut her chicken with a shaking hand.

"Need some help with that, love?"

"I got. Thanks," she replied crisply.

Spike sat on her left at the dinner table, as the six teenagers enjoyed their food. His nearness was definitely taking its toll on her, to say the least. Every once in a while his leg would brush up against her own, sending rebellious tingles up through her body.

She shook her head in an attempt to banish him from her mind, and put all of her concentration into cutting her poultry.

Leg brush.

Her knife slipped and the chicken shot across the table, hitting Tara in the face.

"Ow!" she yelped in surprise.

"Oh god, I'm so sorry!" Buffy quickly apologized, her cheeks burning. Could she be anymore of an idiot?

"I-It's okay," she smiled, picking the chicken piece off her plate and tossing it into a nearby garbage can.

"Nice aim, Summers," Spike chuckled.

The rest of the table laughed. Buffy glared daggers at him.

When the awkwardness of the situation finally subsided, they went back to their previously scheduled meal.

It wasn't long before the music started up again, and various couples made their way back onto the dance floor. The members of her own table even began to scatter, and Buffy was shocked to find Willow engaged in a deep conversation with Jonathan. They were talking about linear equations and seemed to be enjoying themselves quite a lot. Buffy sighed, a bit jealous that she wasn't enjoying herself at all.

"Dance with me?"

The voice came out of nowhere and Buffy spun around in her seat. Spike stood before her, holding out his hand to her. She instinctively looked over at their respective dates, but the two were too preoccupied to even notice the invitation. She looked back up at Spike, swallowing hard.

"I-I guess," she stammered, rising from her chair.

He flashed her an irresistible grin that made her knees dizzy.

Bad idea, she scolded herself, as he took her hand and a delicious heat coursed through her body. Very bad idea.

"What's with the music?" she noted, trying to add a lightness to the uncomfortable situation. They had been playing 80's songs for the past ten minutes.

Oh I, I just died in your arms tonight
It must have been something you said
I just died in your arms tonight

Spike didn't say anything. When they reached their destination, he wasted no time in wrapping his arms tightly around her slender waist. Buffy was slightly taken aback by the bold maneuver, but it didn't take long for her to completely melt in his embrace.

I keep looking for something I can't get
Broken hearts lie all around me
And I don't see an easy way to get out of this
Her diary it sits on the bedside table
The curtains are closed, the cats in the cradle
Who would've thought that a boy like me could come to this

Spike held her to him, reveling in the feel of her soft body molded against his own. She was so beautiful, so right... so perfect. Why didn't he see it before? Closing his eyes, he let a wave of contentment wash over him.

Buffy sighed, resting her head gently on his shoulder, and letting the music guide their step. Spike tightened his hold on her in an almost protective manner, as if she would somehow disappear if he let go. She didn't mind. She nuzzled her cheek against him, sifting her fingers through the hair on the nape of his neck. He trembled beneath her touch and breathed deeply into her sweet hair.

This felt right. When she was close to him like this, all her doubts and fears suddenly just faded away, and all there was was him. Nothing else existed. And if it did, it wasn't important. The way he held her made her feel like she was wonderful. Like she was special.

Like she was his.

Oh I, I just died in your arms tonight
It must've been something you said
I just died in your arms tonight

Oh I, I just died in your arms tonight
It must've been some kind of kiss
I should've walked away

God. What was she doing to him? Making him crazy, that's what.

Is there any just cause for feeling like this?
On the surface I'm a name on a list
I try to be discreet, but then blow it again
I've lost and found, it's my final mistake
She's loving by proxy, no give and all take
'Cause I've been thrilled to fantasy one too many times

She lifted her head off his shoulder and looked him in the eyes. She knew it was a mistake--she knew that if she saw his eyes, it would be the end of her. But she took the chance and gazed into his deep, blue pools. They were darker than usual. But still, so blue...

Bloody hell. She was looking at him. Why? Why did she have to look at him? Especially like that.

"Buffy..." he whispered, ashamed at how vulnerable he sounded. He raised a hand and brushed an unruly strand of hair behind her ear. Her eyes closed at the contact, and she bit down on her bottom lip. Forgetting they were standing amongst hundreds of dancing teenagers, Spike instinctively leaned down and gently pressed his mouth to hers.

Buffy's arms tightened around his neck, partly because she was afraid she would collapse if she didn't. How did he do that? Just the lightest touch of his lips on hers and she was jelly. The strawberry kind, not grape. Grape was gross.

Spike cupped her face with his hand, while the other ran up and down her bare back. He felt her skin dance beneath his palm as he touched her, and her head rose up to deepen the kiss. He had to suppress a groan when her mouth parted, and soft tongue ran along his welcoming lips.

Oh I, I just died in your arms tonight
It must've been something you said
I just died in your arms tonight

Oh I, I just died in your arms tonight
It must've been some kind of kiss
I should've walked away

Suddenly, the music stopped and the feedback from a microphone broke the moment. All the magic vanished, as their faces pulled apart.

"Um, c-can I have your attention please?" came the voice of Andrew Wells.

Buffy licked her lips, half annoyed by the interruption and half grateful. It was pretty scary that she didn't even realize they were making out in the middle of a crowded room. Everybody probably saw them! Luckily, all of the students seemed to be listening intently to Andrew, as he made the announcement.

Spike unwrapped his arms from Buffy's waist, never taking his eyes off of her. He was trying to read the emotions on her face, but she looked just as flustered and confused as he was. Finally giving up, he turned his attention over to the stammering blonde boy on stage.

"We'd like to thank everyone for joining us today on this very special night," he continued, looking as if he were about to faint. "Um, I have the winners of this year's Prom King and Queen in this envelope right here, so I'm going to open it and tell you who they are."

Buffy froze, suddenly nervous out of her mind. She had totally forgotten about this part! Oh god, oh god, oh god...

She glanced over at Willow, who was giving her a thumbs up. She smiled weakly and turned back to face the stage.

"Okay, everyone. This is so very exciting and also suspenseful."

"Get on with it already!" someone from the crowd shouted. Various chuckles could be heard throughout the room as Andrew opened the envelope...

Suddenly, Spike's hand made it's way over to Buffy's. She looked up at him, touched by the compassionate gesture. His gaze was fixated on the stage, but he gave her hand a light squeeze. She couldn't help but smile.

"Alright, here we go. This year's Prom Queen is..."

Oh god, oh god, oh god...

"Cecily Price!"

The crowd went wild, as the raven haired beauty made her way up onto the stage.

Buffy sighed. Go figure.

"Oh well," she shrugged.

"I'm sorry, love," Spike told her, giving her a sympathetic smile. "If it helps at all, you sure as hell had my vote."

She was about to reply, when another name echoed through the room.

"... Spike McAlister!"

Whoa. Be kind, rewind.

She glanced up at Spike, eyes wide. He looked confused, which meant he was obviously just as lost as she was.

"Get up there! You won, stud!" a girl from the crowd urged.

Oh.

Well, damn.

Buffy looked up at him, as her stomach dropped. She was happy for Spike, sure. But why Cecily? Did somebody up there hate her that much?

Spike gulped, the crowd cheering him on. Giving Buffy's hand one last, gentle squeeze, he began to make his way through the mass of people. Cecily stood up on the stage grinning from ear to ear, blowing kisses at the audience. He rolled his eyes.

"Congratulations," Andrew said, handing them each their crowns. "Now the King and Queen will share a dance."

Buffy watched along with the others as Cecily grabbed his hand with a forceful tug, and dragged him onto the dance floor. She immediately wrapped her arms around his neck and pressed her body up against his own.

Spike reluctantly placed his hands on the brunette's hips, as she wormed her body into his embrace. Fellow students hollered at them, clapping and whistling as some sappy song blasted through the room. He glanced over to where Buffy was standing, but couldn't see her through all of the dancing bodies. Sighing to himself, he closed his eyes and pretended it was the petite blonde, cozied up against him. He imagined her silky hair tickling his chin, her breasts pressed intimately against his chest. He unconsciously wrapped his arms around Cecily's waist, wanting more than anything to feel Buffy's presence surrounding him.

I can't watch this, Buffy thought to herself. Spike seemed to be enjoying himself way too much. His eyes were closed in contentment, as he wrapped his arms tighter around the prissy Prom Queen.

Her own eyes welling with tears, she made a mad dash out into the hallway to get some air. Once she was alone, she buried her face in her hands, and let the warm tears spill down her cheeks.

"I'm falling for him. I'm falling for him so hard," she choked out, leaning back against the wall. "I feel like I can't breathe." She wiped the wetness from under her eyes with her fingers, taking in a few shaky gulps of air. Black mascara coated her small fingers, but she didn't seem to care. It was the first time she actually admitted to herself her feelings for Spike. Sure, she knew that she liked him. She knew this for a while now. But it was always an unconscious thought that dwelled in the back of her mind. The fact that she just came out and said it, made the feelings all too real. And the fact that he would never return those feelings made her heart break a little more with every passing moment.

"There you are. I was wondering where you ran off to."

Her head shot up, the evidence of her crying clear on her face. Her makeup was smudged and her eyes were red and puffy. She put her head back down, embarrassed that he saw her like this.

"Have you been crying, love?" he asked, already knowing the answer.

"I'm fine, Spike," she sniffed, wiping her eyes again. "I just..." Her mind struggled for a believable lie. "I just realized that school's almost over. Another week and I may never see any of these people again." Ooh, good one, Buffy.

A sad smile graced his lips. "I know what you mean, pet. It just kind of hits you, doesn't it?"

She wrapped her arms around her body. "Yeah."

"Well, we better make the most of it then," he said, holding out a hand to her. Buffy glanced at it, but walked back into the room on her own. Spike stood there for a moment, before sighing and following her in.

~~~

"I had the most amazing time ever!" Willow beamed, as she sat between Buffy and Tara in the limo.

"Yeah," Xander agreed. "I shimmied the night away!"

Buffy sat in the corner, absently looking out the window. It was only midnight, and her mom wasn't expecting her home until the next morning. But she wanted nothing more than to crawl into bed and stay there until graduation.

"So, what are the post-Prom plans? I hear a lot of the kids are going bowling!" Willow offered. "What do you think, Buffy?"

"What? Oh. Um, I think I'm just gonna go home. I'm kinda tired," she said softly.

Spike frowned. Buffy had been distant ever since their encounter in the hallway. They barely spoke the rest of the night. But he was looking forward to spending time with her in a non-school setting.

"Oh. A-Are you sure?" he red head asked, a bit concerned.

Buffy nodded and continued to stare out the window. "But you guys have fun."

"You know what? I'm a bit tired myself," Spike added. "I'm gonna call it a night as well." He turned around in his seat to inform the limo driver of their plans.

"You guys!" Willow complained. "You're no fun." She then looked over at Jonathan with a sly smile. "But you're not going home... are you, Jonathan?"

This was enough to tear Buffy's eyes away from the passing cars outside. She glanced at her friend and wondered if Willow had a thing for little Jonathan Levinson.

"No, I-I can stay. If you're going to be there, that is."

Holy crap! There was totally a thing!

Willow and Jonathan both blushed and looked down at their laps. Buffy smiled to herself and turned back towards the window.

~~~

Buffy couldn't sleep. She tossed and turned for two hours straight, glancing at the clock every other minute. It was almost two in the morning, and all she could do was think about Spike. And that dance. And that kiss. God, that was one hell of a kiss. The only downfall was that it left her burning for more.

With an exasperated sigh, she kicked off her covers. Her body heat had been steadily rising all night due to fact that the bleached Brit wouldn't leave her mind. Everytime she closed her eyes, there he was. Kissing her, holding her, whispering in her ear.

You take my breath away, Summers.

Bah! Get him out of your mind, damnit!

But she couldn't. She looked over at her alarm clock once more--2:02. Not giving herself time to think, she climbed out of bed and slipped on her shoes.

~~~

Spike was jarred awake by the sound of a loud "thud". He jumped up, the covers slipping down to his waist, revealing a yummy naked hipbone.

Oh god, he sleeps naked!

"Buffy? What are you doing here?" he asked startled.

"Ummm..." Look away, look away, look away... Her eyes refused to look away. Blush crept down her neck and she unconsciously licked her lips. That hipbone!

Spike followed her gaze, and he realized then that he was practically showing her his goodies. He smirked and pulled the covers up. A little.

Buffy shook her head, trying to regain focus. She came here for a reason. To...

Why did she come here again?

"Buffy? Mind fillin' a bloke in?" he urged her, wondering why she was standing in his bedroom at almost 2:30 in the morning. She stepped forward a little, the moonlight shining on her. Spike's eyes widened when he saw that she was only wearing a thin nightgown and clogs. She walked all the way to his house half-naked?! Somebody could've seen her! Somebody could've...

She took another step forward and he could make out the outline of her breasts. His cock hardened under the covers and he shifted in his place on the bed.

"Spike, we need to talk," she finally said, sitting down at his feet. Luckily, she seemed unaware of his current predicament.

"Talk? Now?"

"Yes, now!" she replied, frustration in her tone.

"Summers, it's late. How about tomorrow we--"

"No! Spike, what's the matter with you? Why do you refuse to talk about this?"

He sighed. "Because it's complicated. We're complicated."

"Did you ever think that maybe if we actually talked, things would start to uncomplicate?"

"It's not that easy, pet."

"Damnit, Spike!" She stood up in a huff and started pacing the room.

When her back was turned, he quickly snatched his black jeans and threw them on.

"Fine, we'll talk," he said, standing up as well.

She turned to face him, clearly relieved. "Good, I'll go first. How do you feel about me?"

Bloody hell. Straight to the point then, eh?

"Oi, love. That's where the whole complicated bit comes in."

"I don't care if it's complicated or not. I need to know," Buffy told him, crossing her arms over her chest.

Spike sighed, not knowing where to start. He decided the beginning should work.

"Alright then. I like you, Buffy. A lot." He noticed a smile begin to form on her lips, but he ignored it. He knew it wouldn't be there for much longer. Clearing this throat, he finished: "But nothing can come of it."

Her smile faded. "What?"

"You heard me. I can't... be with you like that."

"What do you mean? Why not?" She tried not to sound desperate, but feared it wasn't working. She sounded desperate.

"Because of what I did."

What he did? What did he do? Millions of thoughts traveled through her mind: he slept with Cecily again, he robbed a bank, he killed the Pope. She gave up. "What did you do?"

"You know, Buffy."

"Might help if you told me."

"I hurt you!" he said, taking a step towards her. "I hurt you so much. For four bloody years! We can't pretend the past never happened."

"Spike, that's exactly what it is. The past."

"It doesn't matter. You deserve better."

"I don't care what I deserve!" she explained, her temper rising. "What about what I want? Isn't that important?"

"What do you want?"

Great. Now it was her turn. She took a deep breath before proceeding.

"I-I have feelings for you," she told him.

"Buffy..."

"You make me feel special. I've never felt special before. Every time you hold me, I never want you to let go."

Her face was beginning to flush. She hadn't meant to admit all that to him. He was staring at her now, tilting his head in the way that he did. The way that made her crazy.

"I'm sorry," she quickly said, bringing her hands to her cheeks. Her skin felt hot beneath her clammy palms. "I-I should go."

"Wait."

She turned around. He was still staring at her.

"Yeah?"

Spike moved towards her, bringing a hand out to graze her bare shoulder. "Stay the night with me."

Buffy gulped, unsure of what to say. "I'm not going to have sex with you. If that's what you mean."

"No, love. Of course not. I just... I just want to watch you sleep."

She was touched. How could she say no to that? Besides, her mom thought she was going to be at Willow's all night, anyway.

Smiling softly, she placed a hand over the one resting on her arm. "Alright."

An hour had gone by, and Spike was still awake. Buffy had originally crawled in and fell asleep on the opposite side of his bed. But sometime during that hour, she had managed to roll over to his side, so that her face was buried against his bare chest. He had one arm under his pillow and the other loosely draped over her small body. His chin was resting on top of her head, as he listened to her steady breathing. Spike had tried to fall asleep--he was sure as hell comfortable enough--but somehow he was afraid that if he did, Buffy would somehow disappear. And he wanted to cherish this moment for all it was worth.

A few more minutes passed, when Spike suddenly felt traces of warm liquid against his skin. He frowned, and looked down to where Buffy's face was pressed up against him.

"Summers?"

She looked up at him, her eyes wide with tears.

"Sorry," she whispered, her warm breath on his chest.

Spike ran a hand through her beautiful blonde mane. He then took a finger and wiped away a stray, salty droplet that graced her flushed cheek. "Don't cry, love."

"I don't mean to. It's just..."

"Tell me," he encouraged, his voice soothing.

She nodded her head and then smiled sheepishly. "I didn't get Prom Queen," she finally said.

Spike looked at her for a moment. Then, unable to help himself, started to laugh.

"It's not funny," she sniffed, although her genuine smile proved otherwise.

"Is that really why you were crying?" he wondered, his laughter subsiding. Now he was just smiling at her, his hand still running through her hair.

She shrugged. "Yeah. I know it's stupid."

"Oh, baby. It's not stupid. Isn't it every girl's dream to get the crown?"

Her mind was stuck on "baby". "Uh, yeah. I guess."

"So don't fret over it. Every chit in that room was just as disappointed as you were."

"Except for Cecily," she reminded him.

"Except for her. But what can you do."

She sighed and nestled closer to him. Spike tensed, but instinctively wrapped his arm around her tighter. She was so beautiful and soft and...

"Spike?"

"Hmm?"

A long moment passed before she replied.

"Don't let go."

Spike swallowed hard. He then felt her warm lips on his skin, as she peppered feathery light kisses across his chest. His jeans tightened considerably at her actions.

"Buffy..." She continued to kiss him. He groaned when her tongue came out and flicked his nipple.

Bloody hell! Was she trying to kill him? Taking her head in his hands, he forced her to look at him.

"What are you doing?" he demanded, his voice raspy.

Her cheeks reddened. "I-I don't know. I was just..."

God, he couldn't take it anymore. Her face was flushed. Her eyes were wide and glossy. Her lips were parted and just begging to be kissed...

He knew that if he kissed her there was no turning back.

Screw it. He kissed her.

Buffy gasped when their mouths collided. This kiss was so different from the one at Prom. It was pure, undiluted passion. She held onto his forearm as his tongue raked over her lips.

Spike pushed his tongue into her mouth, his need for her making his head spin. He felt her leg entangle with his own, as she clutched his bare arm. His erection was throbbing in the confinements of his pants, and he jerked when her thigh brushed up against it.

"God, Buffy..." he moaned into her mouth, turning her onto her back. She lay beneath him, breathing heavily with desire. He attacked her mouth again with desperate kisses, as their tongues danced once more. A small pain pulsed through Spike's body at the effort it took to hold himself up. He cursed his sodding injury.

Buffy wrapped her arms around his waist, feeling as his hands ran up and down her nighty-clad body. Her skin was on fire and desperate to feel his flesh against her own. Not giving herself time to think, she took one of his roaming hands and pushed it up under her nightgown. She guided it up her stomach and arched her back when he found one of her breasts. They both groaned.

"Buffy," he breathed out, reigning wet kisses down her neck. "Tell me to stop."

Her mouth opened and closed a few times, trying to make words. "What?" she finally asked.

He ran his tongue along the sensitive flesh of her throat, sucking lightly on her jugular. "Tell me to stop, Buffy," he repeated, tweaking a rosy nipple with his expert fingers. "Because God help me, I want to make love to you."

Buffy groaned at his words, lost in the feel of his hands and mouth on her heated body. "I want you to. I want you to make love to me."

Fuck. Why couldn't she just tell him to stop? Why did he want her so much? He hardened even more, unconsciously pressing his aching erection between her thighs.

She gasped, reaching down and pulling the thin material of her nightgown up over her head. Tossing it over the side of his bed, she pulled his body down to hers, moaning when she felt his skin come in contact with hers. Her nipples puckered against him, and Spike immediately lowered his head to take one into his mouth.

"Oh god... oh god, Spike..."

"Buffy."

He whispered her name with more emotion than he ever put into anything. His lips enclosed around the hardened bud, gently nipping it with his teeth. He felt her arch her body upwards, instinctively wrapping her legs around his torso. Spike removed his lips from her breast, and began moving his head downwards. He made a trail of loving kisses down her belly, swooping his tongue into the small hole of her bellybutton. Buffy whimpered beneath him, her body aching for more.

"I want to taste you," he told her, placing a butterfly soft kiss against her white panties.

Buffy wasn't quite sure what that meant. She wasn't too experienced with this sex stuff.

"Can I?" he asked, running a hand down the center of her aching heat.

She arched her hips against him. "Yes. Yes, please."

Spike grinned and pulled the soaking panties down her legs, letting them drop to the floor. Buffy looked down at him and quickly closed her legs together.

"What is it?" he wondered.

"I-I'm embarrassed."

He smiled and crawled up her body until they were face to face. He kissed her softly. "You have nothing to be embarrassed about," he told her truthfully. "You're so bloody beautiful." He kissed her again, this time with more vigor. When they pulled apart, Buffy was practically gasping for air.

"What did you mean... you wanted to taste me?" she asked, timidly.

"I want to go down on you, love."

She still looked confused.

"Oral sex," he reinstated, hoping she would understand. Although he had to admit, he was touched by her innocence.

Buffy's cheeks flushed. "I don't know..."

"We don't have to."

She swallowed. "Will it feel weird?"

"It feels good," he smiled, brushing a strand of hair off her face.

It looked as if she was thinking about it. Finally, she nodded her head. "O-Okay," she said, meekly.

"Yeah?"

She nodded again. Spike grinned.

Buffy then watched as he disappeared down her body, situating his face between her legs. Her heart thumped wildly in her chest with anticipation, and partly because she was nervous out of her mind. And the fact that she was completely naked, so completely vulnerable to him, made her more than a little self-conscious. What if he thought she was gross? What if--

--ooooohhh god.

Spike descended his head, blowing lightly on her dripping slit. He then kissed her mound softly, his hands holding her legs in place. Buffy jerked her hips forward at the contact, encouraging Spike to taste her fully. He licked his lips before letting his tongue delve inside of her hot core.

"Oh! Oh, god... Spike!" she cried out, her hands immediately reaching down to sift through his hair.

God, she tasted wonderful. Her juices flowed freely onto his tongue, as he reigned kisses along her soft flesh. He found her sensitive nubbin nestled beneath blonde curls, and flicked it with his tongue. His name spilled from her lips over and over again as he took turns sucking and licking her into a heated frenzy. His cock pressed painfully against his jeans, but he ignored it, concentrating on giving Buffy the best orgasm of her life. He had already given her one, but she probably didn't even remember it. She was drunk, afterall. He felt her hands in his hair, pressing him down into her heat. He moaned against her, reaching down and inserting a long finger inside of her.

Holy fuck, she was tight! Of course she's tight. She a virgin, you wanker. And you're going to be the one to take that from her.

"Don't stop!" Buffy whimpered, wrapping her ankles around his back.

Spike swallowed hard, trying not to think about it. But why shouldn't he think about it? He was going to take something from this angel that he could never return. Something he definitely didn't deserve.

"Please..."

He shook the thoughts from his mind. For now.

Instead he began to pump his finger in and out of her, while he simultaneously sucked on her clit. Buffy writhed beneath him, as his mouth made love to her. He felt her began to tremble beneath him, and with one last flick of his tongue, she convulsed around him, her hands practically tearing the hair from his head.

"Uuuhhhnnn!" she moaned, as the orgasm raked over her. Her hips bucked under him, as her juices spilled into his mouth. He lapped greedily at them, letting her ride out the waves of her release. When he felt her body begin to relax, he placed one last kiss against her core and licked her dew from his lips. It was taste that he would never forget. He then crawled back up her glistening body like he previously had, and looked into her eyes.

"Did you like it?" he wondered, curiously.

She was still gasping for breath, as he gazed down at her.

"It was amazing," she replied, wrapping her arms around his neck. She then brought his lips down to hers and kissed him hungrily. She could taste herself on his tongue, but it didn't bother her. She would have thought something like that would repulse her, but it didn't. It only turned her on more.

"Buffy, if you don't want to go any further, I understand," he told her, when their mouths separated. He was definitely running on a guilty conscience.

She placed her hand on his face, and outlined a sharp cheekbone with her finger. He turned his head to the side and took the finger into his mouth, sucking on it gently.

"I want to feel you inside me," she boldly said, lifting her hips off the bed and grinding them against his cock.

Spike's eyes practically rolled in the back of his head at her maneuvers. He groaned deep in his throat, aching to feel her heat surrounding him.

Buffy reached down and began to unbutton his jeans with shaking hands. She may seem brave to Spike, but she was really scared out of her mind. What if she was bad? He was way more experienced than she would ever be. Surely, she wouldn't live up to his expectations. Holding back a frightened sigh, she reached down into his pants and wrapped her tiny hand around his penis.

"Buffy... oh, bloody hell..." he gasped, using all his energy not to come right there in her hand.

The fact that he seemed to be enjoying it made it a little easier on Buffy. She stroked him gently, brushing her thumb against the head.

"Fuck, love... you're killing me," he panted.

She blushed. "I-I'm sorry."

He smiled. "It's a good death."

Spike kicked off his pants and reached over her, trying to ignore the delicious things she was doing to him. The water bed jiggled as he shifted his weight.

"What are you...?"

"Condom," he ground out, opening up the drawer of his nightstand and pulling out a small, blue packet.

Buffy gulped at the reality of what was about to happen. She watched as he ripped the package open with his teeth and then reached down to slip the rubber up over his large shaft.

Oh, my god... this is really happening! her mind shouted. She was going to have sex with Spike. Right here. In this room. It seemed fitting though--almost all the major events in their lives happened in this room. When her mom brought her over to meet the new neighbors, this is where they met. When her dog got hit by a car, this is where she cried. When his mother overdosed on depression medication, this was where she comforted him. When Spike came home from the hospital, this is where they first kissed.

And now she was going to give herself to him, fully and completely.

Spike swallowed back the uncertainty that loomed over him. She was holding onto his arms, an almost terrified look in her eyes.

"We don't have to do this," he reminded her again.

She shook her head. "I want to."

Buffy spread her legs wider in invitation. She had to reassure him that she was okay with this. That this was her choice. Sure she was scared, but wasn't every girl during her first time? Besides, it was going to happen sooner or later. And she couldn't think of another man she wanted it to happen with. She wanted Spike to be her first.

Her only, she briefly thought. But that only terrified her even more, so she pushed it aside.

Spike leaned down to kiss her then, taking her lips into his mouth. He knew he was going to hurt her and that thought made his insides twist. He didn't want to hurt her. He never wanted to hurt her.

"Buffy, it's going to hurt a little bit. So just relax, okay?"

She nodded. "I'm ready."

Spike captured her lips once more, as he reached down to take his cock in his hand. He carefully positioned himself at her entrance, rubbing the tip of it along her slippery folds. A tiny mewl escaped her lips, and she tightened her grip on his forearms.

And then he entered her. Buffy cried out against his mouth.

"I'm so sorry, baby," he tried to soothe her, reigning loving kisses over her face. He noticed a single tear travel down her cheek. "Oh, love... don't cry. I'm so sorry."

That look! That look in his eyes. It was almost too much.

"I-I'm okay," she assured him. She placed a hand behind his head and brought his face to hers. But instead of kissing him, she just rested his forehead against her own. Spike found the gesture incredibly intimate.

Soon, Buffy's hips started to gyrate against his, desperate to feel him moving within her. Spike gave her a few more moments to adjust to him, before slowly pulling out of her and pushing back in. He was as gentle as possible, hoping he didn't cause her any more pain than necessary. But by the awed expression on her face, he didn't really get the impression that he was hurting her.

"You alright?" Well, he just wanted to make sure...

"Uh-huh," was all she could manage, as she rose up to meet his languid thrusts. God. The feeling of him filling her was... well, she couldn't put it into words. But it was wonderful.

Meanwhile, Spike was having a hard time holding back his primal need to furiously pound her into the water bed. She was so tight, so hot, so bloody perfect. It was getting harder and harder for him to control the speed of his thrusts. He pumped into her slowly, but surely, losing himself to this girl entirely. She was making little noises in the back of her throat that were driving him crazy.

He pumped into her faster. But just a little. He couldn't help himself. His forehead was still pressed against hers, and their bodies were sheened in a layer of beautiful sweat. His abdomen ached from having to hold his body up for so long, but he ignored it. The pleasure Buffy was giving him right now far outweighed any amount of pain. He then reached down to where their bodies connected and pinched her clit with his fingers.

She mewled. She gasped. She panted. She moaned. She made Spike absolutely insane.

"Oh, god..." she breathed, arching her body upwards.

"Buffy... so tight, so beautiful... oh, Buffy..."

His rhythm increased again, unable to control himself.

"Tell me it's always been me," he suddenly said, his voice pleading. He kissed her passionately, then moved his lips down her jaw, licking and kissing... then to her neck...

"Spike, yes. It's always been you," she answered him.

He started fucking her in earnest now, desperate to find his release within her heat. She ran her hands down his back, scratching him with her nails, eliciting several groans from him.

Spike continued to work her clit with his fingers, maintaining his frantic pace. Buffy met him thrust for thrust, just as desperate as he was. The bed frame hit the wall, the continuous pounding echoing throughout the room. Luckily, Mr. McAlister was out for the evening.

Buffy wrapped her legs around his waist, her arms around his neck. She pulled him as close to her as possible, because he was never close enough. Her need for him was insatiable and went beyond anything she ever felt before. This wasn't just lust. This was something else entirely.

It wasn't long before she felt herself going over the edge. The combination of Spike's talented fingers and heated strokes were becoming too much.

Spike was also nearing the brink. The moment he felt himself teetering, he stroked her frantically, bringing a strangled cry from her lips.

"Oh god, oh Spike... oh, I think I'm... I think I'm going to..."

"Let it go, baby," he urged her. "Come for me."

It didn't take much encouragement. She bit down on his shoulder in an attempt to hold back her cries, but Spike wouldn't have it.

"I want to hear you," he said.

Buffy complied, as the first wave hit her. Her orgasm shook her to the core, his name and incoherent noises escaping from her mouth.

Feeling her walls convulse around his cock prompted Spike's own orgasm to wash over him. He buried his face in the crook of her neck, mumbling unintelligent adorations to her. His body trembled, as he emptied himself into her welcoming heat.

It felt like forever had gone by before the shocks finally began to subside. Spike collapsed on top of her, completely spent. Buffy just ran her hands through his hair and over his back, her heartbeat slowly starting to steady itself.

Oh I, I just died in your arms tonight
It must've been something you said
I just died in your arms tonight

Spike stayed within her for a moment longer, before finally rolling off of her. He glanced up at the ceiling, breathing heavily, trying to come to terms with what just happened.

It was a long hot night
She made it easy
She made it feel right

Buffy swallowed hard, wondering if Spike was going to say anything. He had just given her the most magical night of her life and she hoped to God he felt the same way. He had to, right? The way he looked at her, the things he said. There was no mistaking the connection they just shared. A connection that went beyond physical...

She decided to make the first move and scooted her slick body over to him, resting her head on his shoulder. His arm moved to hold her to him. She smiled. See? Everything would be alright.

Spike wasn't so sure. The uncertainty he had all came crashing down upon him. He acted irrationally, thinking with this dick instead of his head--a mistake he committed quite often. But this was different. This was Buffy. He told her that things wouldn't work out between them... and she still slept with him.

But now it's over
The moment has gone
I followed my hands, not my head
I know I was wrong

He didn't know what to do, what to say. What did she expect from him now? There was no denying the connection they shared. It was so real and intense, it almost scared Spike.

But they were so different. Could they ever work out romantically?

Oh I, I just died in your arms tonight
It must've been something you said
I just died in your arms tonight

Oh I, I just died in your arms tonight
It must've been some kind of kiss
I should've walked away

Spike looked down at the woman beside him. She was sleeping--a ghost of a smile lighting up her face. He reached down and pulled the covers up over their bodies.

No matter what became of them, at least they would have this night.

I should've walked away

Even if it was all they ever had.