Feedback: Pretty please. I know this story doesn't fit in the canon, but I long to know if it works for you.
Rating: PG-13
Category: Willow/Other, Xander/Anya, some Xander/Willow
Spoilers: Everything up to U.S. season 4, episode "Something Blue." Nothing after that has occurred. That means no Tara. All the other season 4 relationships are fairly new.
Summary: Willow has to find something for herself.
Author's Notes: To Amanda Rex for constant, no-pressure support. For loki, who fills my head with lusty thoughts of ears. For Laura Smith for stepping up to the plate at the last minute and beta-ing, and for giving me confidence in the turn of a phrase. This story took me seven months to write, and sometimes I felt I had nothing more to give. Good friends are the only way to break through that.

Written November and December 1999

It took a month before Willow finally had a night of sleep uninterrupted by visions of Oz, and when she woke the next morning she found that it hurt less.

Not less in a way that the pain had faded from her heart, but less in a way that she no longer wanted to crawl into a dark hole and die. Less in a way that her first thought wasn't about Oz, wasn't about his indiscretion, and wasn't about the terrible pity she felt for herself.

Instead, as she lay on her side watching her best friend sleep in the bed next to her, Willow was thankful that she had other people who loved her. She knew that Buffy and Xander had quickly grown tired of the self-pity and depression that had gotten more evident each day since Oz had left. She knew she had been the topic of more than one hushed discussion when they thought she wasn't paying attention. But to her, they'd shown unfailing support, and she couldn't have made it through without them.

Now, though, she was sick of the sorrow that moved around her like a cloud. She wanted to start putting her life back together. Only she wasn't sure how. Whether she had intended it to or not, every day for the last year had been designed around Oz. From breakfast to bedtime she always altered her schedule in the way that would give them the most time together. And, other than witchcraft and the occasional class, there was nothing that she did without him. It felt like there was no part of her that didn't involve him.

"What do you say about throwing caution to the wind and wearing our jammies and bunny slippers to class today?" Buffy asked, not even bothering to turn and face her friend. She could feel the other girl watching her.

"I think Professor Walsh would over analyze it. You know, we're just doing it for comfort, but she thinks we're trying to subvert her authority. Could get ugly."

"She might make me lead a discussion about it." Buffy sighed, rolling over to find a slight smile on Willow's face. The first one since he left. "What do you want to do today? In addition to hunting down the biggest latte ever, of course."

"Figure things out."

"WillowÉyou've been figuring things out for weeks. It's time to move on to something else."

"Not figure out how I'm going to live without him. I'mÉI'm sort of done with that part. I want to figure out who I'm going to be now."

"You're Willow. Plain and simple. No! Not plain. Beautiful. Smart. Witty. Not plain. But, you know, you," Buffy responded, not quite understanding where Willow was coming from.

Willow giggled at her friend's confusion. A real giggle, and her face somehow lit up through the gray pallor of the last month.

"I'm not Oz's girlfriend anymore," she said seriously. "That's how people met me here at college. And, in high school, I was Xander's friend. His stupid, doesn't-get-that-he-won't-love-her friend. Now, though, it's different. I'm just me. Not me and someone else. He's not coming back, Buffy. I know that. It's time to evolve."

"I'm still trying to find out what that means. What it means to be Buffy, the college student, and not Buffy, girlfriend of the undead."

"I could be anything," Willow said. "Anything. And I don't even know what I want that to be."

Buffy threw the covers to the foot of the bed and rolled off into a crouching position on the floor next to Willow.

"It'll be much clearer after coffee," she said, kissing the other girl on the forehead. Willow nodded and snuggled deeper into the sheets, watching her friend gather up her shower stuff and prepare to brave the bathroom at the end of the hall. Buffy paused in the open doorway, grateful that Willow had finally pulled back from that brinkÑthat terrible brink when you just aren't sure you can make it. She was much stronger than she looked.

"I've missed you," she whispered, heading into the hall so quickly that she missed the reply.

"I've missed me, too."

"So, roomie, what are we going to do for the rest of the day?" Buffy had taken to meeting Willow outside of every class, when she could, since the day after Oz left. Standing beside the other girl leaning over the water fountain, Buffy stood with her hands on her backpack straps, bouncing from foot to foot. She wasn't sure where all this nervous energy was coming from.

Willow placed her hands on Buffy's shoulders and attempted to keep her on the ground. It was clear that Buffy was putting on her super-happy face to try and lighten the mood. But it was getting annoying.

"I'm going to run over to the art building this afternoon. Try to find Madison and explainÉyou know, about why I missed the last night of orientation."

"Madison? She's the girl from the Wiccan group, right? Willow, you can't tell her what happened," concern flashed across Buffy's pretty features.

"Not about the, um. The thing that happened. That was bad. Uuuh!" Willow slammed the palm of her hand into the wall, wincing at the pain that shot up her arm. Several heads turned to see what would happen next, forcing Willow to lean close to Buffy to finish the thought. "I have to talk about this. I can't just keep pretending like it was something else."

"I know you do. But you can't go around telling people who don't know about us what really happened."

"I wasn't planning on telling Madison that part, Buffy. I just wanted to explain to her why I didn't make the last night of orientation."

"Oh, but you said--"

That was just my own little pep talk. Every time I think about it, I try to make it something it wasn't. I need to start seeing it for what it was. Whatever it was, that is was." The girl sighed and sagged against the wall, the color that had been in her cheeks since waking was gone.

"Well, then, let's head over to the art building." Buffy grabbed Willow's hand and tried to pull her down the hall. Her friend resisted.

"I'm a big girl now, I think I can make it across campus on my own. The sun is shining and everything."

Buffy smiled at the humorous attempt, gave Willow's hand a tight squeeze and headed off down the hall alone.

"You've been staring at that bulletin board for the last fifteen minutes."

Willow jumped at the unfamiliar voice just over her left shoulder. It was true, she had been staring, for probably closer to twenty minutes now. Ever since another student told her Madison was due in the photolab "any minute now." More like lots of minutes. Or maybe never.

"I'm just waiting for a friend," Willow replied, slowly turning to face the boy who had intruded on her thoughts. He was much taller than her, close to Xander's height, only much thinner. His shoulder-length brown hair was slightly curly, and his blue jeans were covered in what looked like years-old oil paint.

"And you're expecting her to materialize out of that corkboard?"

"Why would you assume it's a she? It could easily be a he." Only not the he I would want it to be, Willow thought, mentally kicking herself for caring what this stranger thought of her.

"Well, is he going to appear out of the corkboard?"

"No, the photolab."

"Ah. That explains why you would be standing in the hall outside the darkroom. But not what's held your interest for so long." The boy worked his way between Willow and the bulletin board, not noticing the blush that had crept into her cheeks. "Let's seeÉall students in Photo 212 must turn in their essays no later than next Friday. Are you a photo student?"

"No," she replied in a small voice.

"Okay. What else? Dr. Clark Closser will be the guest speaker at the next poetry reading, sponsored by the literature club. Hey, I hear he's pretty good."

"Poetry has never really been my thing," Who in the heck is this guy, and why does he feel the need to torment me, Willow thought to herself.

"I'm Doug, actually, and I just thought you looked lonely. You know, waiting for your friend."

"Hmm?" she asked looking up at him absently.

"You asked who I was, and why I was tormenting you."

"Did I say that out loud? I'm having this problem, lately, keeping my internal dialogue...you know, internal?"

"This building brings that out in people," Doug said with a laugh. "Artists are notorious for yelling at their canvas or clay or whatever."

Content with the small smile he was able to coax from her, he turned his attention back to the board and again started rattling off pieces of information from flyers and scraps of paper stuck to the cork with multi-colored pins.

"Your fingernails are too clean for you to be working extra hours in the printmaking lab, I don't think you'd seriously consider living with someone who wants Ôbuxom babes only'Éso that just leaves, this one" he completed, pointing to a pale blue sheet of paper. "And I, personally, think it's an excellent idea."

Willow's eyes grew large and she backed up several steps, bumping into two students exiting a nearby classroom. They jostled her back toward Doug and the bulletin board.

"That's funny. Ha. Ha. Funny," her voice took on that monotone, the one she mostly used when trying to lie to Giles. "You don't even know me. That is so not a me thing. Nope. Not me."

"Why not? It pays really well. Look at this: $20 an hour."

"Money is not the issue here. The real issue is thatÉI'm not even qualified," Willow replied, happy with her excuse.

"Qualified? You just have to stand there. We do all the work."

"We?" she squeaked.

"Sure. We. Students?" Doug wrinkled his forehead at her, honestly not understanding the peculiar girl who was now stubbing her left toe into the tile floor.

"Well, I don't even have the right parts. To do that. And even if I did, I wouldn't."

"Hey, no one's trying to force you. You just seemed really enamored with something over here, and by your reaction, I'd say this was it. But, for the record, you totally have all the parts.

"Tell you a secret?" he asked, waiting to continue until she leaned in and nodded. "Sometimes we even get people with extra parts."

"Hey, look!" she said, pointing down the hall. "My friend. Just showed up. I've got to go talk to her."

Willow shot Doug a brief smile and set off down the hall where she thought she had seen Madison. A soft tug on her sleeve stopped her and she noticed the boy had followed her.

"Here. Take this. You never know when you might change your mind," he handed her the flyer, now folded into a sloppy square. Giving her a slight wave, he hauled his heavy bag onto his shoulders and headed in the opposite direction.

Sitting outside on the library stairs, Willow pressed tight corners into the folded paper with her thumbnail and felt stupid. Not only was the girl she chased down the hall not Madison, she didn't even resemble her upon closer inspection. Willow was forced to admit she was looking for any excuse to quit talking to Doug, which forced her to also admit to herself that he had easily seen through her.

The flyer now resting on her knee in a tiny square had indeed been the one to catch her attention. Models. For art classes. Willow had stood in one spot for twenty minutes arguing with herself over why she wasn't the kind of girl who could model for art classes. Thinking about it made her feel even more ridiculous.

It wasn't that she would want to do something like that. It was totally not something she could do. But just knowing that, that she "wasn't that kind of girl" made her very mad. So she'd stood in the hall trying to figure out why. Why she couldn't be that girl, even if she had wanted to. Which she didn't.

Willow wasn't sure why, but sitting there contemplating all her shortcomings had brought her thoughts around to Cordelia Chase. Not only would Cordelia have the guts to bare it all for the sake of art, she'd believe she was doing them all a favor. Like her job wasn't just to give them a subject, but to give them the perfect subject. That confidence is why men flocked to her. Why Xander had been drawn to herÉ

I am not jealous of Cordelia, Willow thought to herself. And she wasn't. Except maybe for the part that had to do with Xander. Besides, she wasn't what she used to be. She wasn't that shy girl hiding behind her fluffy sweaters and baggy overalls. Oz had even thought she was beautiful. Once.

"I could do this," she said quietly to herself, unfolding the piece of paper and looking at the phone number printed across the bottom. This was scary and different, and decidedly un-Willow-like. She had wanted something that would help her find a new direction to take her life. Something that wasn't about Oz or Xander or research or studying. Something that would help her feel more comfortable in her own skin.

It felt good to make a decision. Willow smiled to herself and glanced at all the hurried students around her. Sometimes she wondered if everyone had such a hard time settling on things. She gathered her books and stood up, intending to find a pay phone, but instead casting one last glance at the object in her handÉand froze.

Perhaps she was being too hasty, she thought as she folded the flyer back up and stuffed it in the pocket of her backpack. Maybe she should talk to Buffy. Except that Buffy would do the best friend thing, and tell her whatever it was that would make her happy.

"That's exactly what you need," she said, mimicking her best friend's perky "make you feel better" voice. For the second time that day, people turned to watch her acting out her frustration.

Really, there was only one person who could even begin to understand what was going on. Though he would probably laugh at her. Sometimes she missed that, so much that at the moment she couldn't imagine turning to anyone else.

"Willow, I thought we talked about you spending too much time in this dank little room? It's liable to send someone right over the edge."

Xander jumped up from the couch and did a quick scan of his present living quarters, making sure that nothing embarrassing was lying around on the floor. He was going to have to do a better job of picking stuff up if people were going to keep dropping by like this.

"Already there. Sort of," she replied, intentionally stomping her feet down the remainder of the stairs.

"Oh...I mean, no. You're not. It just feels like it sometimes," Xander softened his tone at the look on her face. He'd been doing that a lot lately. "What can I do to bring you back?"

Willow cleared her throat and took a deep breath, before blurting out: "Tell me about the time you were a stripper."

His eyes grew wide and Xander began backing away from her, bumping into both an ironing board and a metal shelf in his haste to get away. Fleeing from uncomfortable questions was something they shared.

"How about some hot tea instead? Of course, I don't have any. But we could go buy some. The walk would do us good, and we could talk about happier times."

"So you're saying that being a stripper was bad? Not happy?" There was no way she could look at him and still have this discussion, so she focused on the pile of laundry in the corner.

"I'm saying it was me. Humiliation. And I'm not discussing it further with you."

The redhead sat herself down on the rumpled bed in the dark corner of the room and pulled her knees in tight to her chest. That probably wasn't the best way to get Xander to talk with her, just throwing it out there like that. It was so strange, that he would have this whole part of his life that she knew nothing about. When he was gone, she had waited for each postcard, hoping she could learn just a little about what was happening to him. Turns out, he didn't want to share any of it with her.

Xander walked over to the bed and sat beside the girl who had once been his closest friend. With her face resting on her knees, he was unable to make out her expression, but he knew he'd done something wrong. Reaching out to stroke her hair, he mentally ran through a list of all the things he'd said since she got there, wondering which one had upset her.

"Come on, Will. Don't do this to me. You know I'm not very good at this sensitive comforting thing."

Tilting her head to the side, Willow looked up at him. His brown eyes were so warm and his hand in her hair was hypnotic. He was wrong, she thought, he was very good at this comforting thing.

"I'm sorry I just blurted it out like that."

"Yeah. Sort of caught me off guard. Good thing I remembered to turn the iron off." He smiled at her but she didn't return it. Her mind was whirring with ways to get through to him.

"So, was that a happy or an unhappy time in your life? I really do want to know, Xan. I've been trying to picture it...you, doing that. But I just--"

"You've tried to picture it?" He cut her off, completely missing the point. She hid her face again in embarrassment. This wasn't going at all as she had planned.

"In my backpack, outside pocket," she pointed him to the bag she had left at the bottom of the stairs. "There's a piece of blue paper all folded up."

Xander obediently went to retrieve the item she wanted, settling himself back in beside her. He reached across her to turn on the bedside lamp, but she stopped him with a hand on his arm and the shake of her head.

"Open it."

He couldn't imagine what Willow would want to show him that required darkness. Or that would have her so tense, or drive her to constantly hide her face from him. Once he got the paper unfolded Xander breathed a sigh of relief. This was easy.

"That's a lot of money," he said. "I wonder if you have to be a student to be considered for it?"

"That wouldn't really be a problem," she replied, still not looking at him.

"You gonna find me a fake student ID, Wills? Or, hey, maybe you just want me to do this so you can sign up for the class..." He reached out and poked her in the ribs, hoping to elicit a giggle from her. Instead she was looking at him strangely.

"You?"

"Whoa, hey, you lost me. This flyer isn't for me?" She shook her head in response. "Then you're saying it's for someone else?" She conceded with a slight nod. "You're gonna have to fill me in, then, cause I'm all out of nude modeling candidates."

"Me." She barely got the word out but managed to look him in the eye as she said it.

"Willow?"

"Last time I checked."

"I don't understand. This seems so unlike you."

"Exactly," she muttered under her breath, stretching out her legs and tapping the sides of her sneaker-clad feet together.

"But this involves getting up in front of people, wearing little to no clothing, and letting them look at you. You. Looking. Did I mention the part about no clothes?"

"So you're saying it's a bad idea?" Somehow, his disbelief was beginning to anger her. If Cordelia had tried to do this, Xander would have signed up for the class himself. "Don't you think anybody would want me?"

"Hold on, Smokey. This isn't about people wanting you. Or, not wanting you. It's about this phobia you've had since you were a kid. You used to have nightmares about it. Remember? I just can't believe you would voluntarily do this."

"I'm not a little kid anymore."

"And believe me, I absolutely realize that." Boy, did he realize that. Ever since the moment she had put on that black dress before Homecoming, he'd been trying to forget it.

Xander knew she was about to let him have it. Something about the way her little mouth was beginning to turn down at the corners, the way her back had suddenly straightened, the way she was squeezing her hands together so tightly it looked painful. He dreaded it. It was becoming exhausting the way he had to weigh everything he said to her these days, when really he wanted to help her.

"You just don't get it," she said, more frustrated than angry.

"Right. See, you kind of skipped over that whole Ôwhy' thing. Went straight to nudity. It really shouldn't surprise you that I was confused."

"Xander! It's just like you to make this about sex! You're not 17 anymore, and I know you're not sleeping alone, so just stop it!" Even as she said it Willow knew it was wrong. He wasn't trying to offend her, he was just trying to smooth it all over. But she couldn't help it, just for once she wanted a straight answer from someone she trusted.

"I'm not doing this with you anymore, Will. If you're going to twist my words like that I want you to leave."

She could tell he meant it. His jaw was tight with restrained anger and his eyes shifted away from her every time she tried to hold them with her own. The thing was, she didn't want to leave. She wanted to apologize, crawl into his lap and let him hold her for a while. She wanted him to laugh at her for overreacting. But she just couldn't.

Without another word she grabbed the flyer from where he'd dropped it on the bed and wadded it into a ball in her first. Picking up her backpack with the other hand she left without turning back.

"If I were a better witch, I could turn back time and forget this ever happened," Willow muttered under her breath. Clutching her overstuffed backpack to her chest, she pressed herself tight up against the wall, willing it to open up and swallow her. Nothing happened.

Tonight was her first class. Everything leading up to this--the phone call, setting up the times, lying to Buffy about where she was going alone at six-thirty in the evening--was all a blur. Somewhere in her mind she was still trying to decide whether or not she could go through with this.

"Willow. So that's your name." Doug had mysteriously appeared beside her, catching her off-guard with her eyes closed, trying to remember a disappearing spell.

"That's an unusual name. Why would you think it's mine?" She straightened up from the wall and tried to hold her bag more casually, attempting to look like she always hung out in relatively empty hallways at night.

"It says right here," he showed her a piece of paper attached to a clipboard. "Willow Rosenberg. You're our model for tonight, aren't you? I'm guessing you have a robe in that bulging bag. Plus, you're exactly thirty-nine minutes early for class, and none of the students ever show up that early. But the new models usually do. Nerves, I think."

"Why are you here?" she asked, more than slightly accusing.

"Are you the new model?"

"Does it matter?"

"Do you always ask so many questions?"

"When I don't get answers."

"But I asked you first."

"In all the banter, how can you tell?" Willow crossed her arms and glared at him, leaving Doug to believe she wasn't going to budge until he did.

"Okay," he began. "I'm the teaching assistant for this class. I chose the night course because the students are a little more mature, and don't treat me like an idiot when I actually try to assist them. I assumed you were the new model because you're standing outside the door alone looking scared to death. And you forget, we've already talked about this."

"Oh. Well, then. Yes, I'm Willow. And yes, I'm scared to death. Is there any way I can just not do this?" Her big eyes were pleading with him, but if Doug had to bet on it, he'd say she really wanted him to talk her into staying.

"You could certainly leave if you want to. But these students are just starting a new block..." he stopped as she frowned. "Since this is offered as a night course, and many non-traditional students enroll in it, we offer it in eight week blocks. That way it's less of a time commitment. These students just started, and you will be the first living thing they get to draw. Most of them are really looking forward to it."

Doug hoped he sounded convincing, but couldn't tell from the blank look on her face. Willow was staring over his shoulder, and he almost thought she was going to run off chasing her phantom friend again.

"There is a robe in my bag." She admitted, smiling at him shyly.

"I figured. Did I mention you get to keep it on tonight? We'll probably...arrange you in it. But all the important parts will be covered. Promise."

"Important parts?"

"You know, Willow, one of these nights after class you're going to have to tell me why exactly you did decide to do this," he put his hand in the small of her back and ushered her into the empty classroom. "Because you really are the most squeamish model I've ever dealt with."

"Just give me time to remind myself," she replied and steeled herself for the rest of the night.

Xander grappled with the enormous art pad, successfully tucking it under his arm as he dropped the small box of pastels for the sixth time.

It had been relatively simple to find out which class Willow had signed up for. He had been able to easily charm the student receptionist in the art department by telling her how worried he was about his troubled friend and how much he needed to help her. It was the truth, of course, but Xander had been surprised at how natural it was for him to convince the girl that Willow meant more to him than the word "friend" implied. He would think about that later. Right now, he was late for class.

Making the decision to join Willow's art class had taken him maybe half a second. His overwhelming need to protect her, to be there in case this didn't work out for her, confused him as much as it had annoyed Anya when he broke the news. Somehow Xander knew that Willow hadn't made the decision to do this out of a need to overcome her stage fright. It was something bigger, and the moment she stormed out of his basement he knew she had already made up her mind to do it.

Now comes the hard part, he thought to himself as he finally confronted the door to the assigned classroom. She would be furious when she found out what he'd done. He could probably deal with that. But showing up to a place where his childhood friend Willow would most likely be taking off all her clothes...that was wrong on so many levels he couldn't even bring himself to think about them.

Giving himself a final pep talk, Xander opened the door and slipped into the room, relief filling every pore as he realized the teacher was still giving instructions. Willow was no where to be seen.

"Hey, no need to be hesitant," Doug addressed him from the front of the room. "Why don't you take the easel in the back corner and get your stuff set up?"

Xander flipped his hand up in a casual wave at Doug as he moved quickly to the indicated space. It was perfect, really. Once he got his drawing pad set up, he was only able to get a clear view of the raised platform at the front of the room by peering around his easel and over the heads of four other students.

"As you all know, tonight we'll begin to draw the human form. McNeese wants you to focus on simple shapes," Doug explained, referring to the absent class instructor. "That means you should consider our model as a whole, and not try to tackle the tough details. She'll remain robed for tonight's class, so your choice is fairly limited anyway."

This last comment earned a moan from one of the male members of the class, followed by a handful of giggles from other classmates. Xander frowned and craned his neck to see who the guy was.

"Oh, come on. I don't want you guys acting like cavemen. This model is new, and I'm not keen on scaring her off her first time." Doug was staring at a beefy student on the front row.

"I'll show her a good first time," came the response, loud enough for Xander to hear in the back of the room. Unconsciously he stood up and tightened his fists. The girl next to him shot him a questioning look.

"Going somewhere?" she asked with a lift of her eyebrow.

"No. Just, um, stretching." Xander lifted his arms above his head and reached toward the ceiling. The girl showed no signs of believing his story, but thankfully Doug had continued his instruction and the other students were beginning to set out their pastels. Xander turned his attention to his own box and tried to look busy.

Just as he looked up a door opened behind where Doug was standing, and there she was.

She looks scared, he noted, taking in her wide eyes and the way she had her hands buried deep in the pockets of a light-blue robe. Her feet were bare, he was able to see as she stepped up on the platform and Doug began positioning her on a sheet-covered block. Xander had an urge to bring her socks.

Doug had Willow sit down and cross her legs while he pulled the terry cloth aside to reveal her long limbs. Pushing her backward until she was resting on her hands, he eased the thick robe off her left shoulder and motioned her to turn her head to the right, facing away from the class.

The pose pulled the muscles in her neck and shoulders taunt, reminding Xander just how smooth the skin had been there, once, when he'd been allowed to touch her. He closed his eyes, feeling a shiver run down his spine as he remembered kissing her, just below her now-exposed ear. Only the heat of the stare from the strange girl next to him brought him back. He shrugged at her, picked up a soft pink pastel, and began to draw.

Every muscle in her body, once frozen in fear, was now screaming at her to move. Unable to see a clock, Willow had completely lost track of the time she'd been holding this position. Specifically, her neck felt locked in place and her arms were beginning to shake.

"How are you holding up?" Doug said from somewhere behind her. She started to turn her head to look at him, but he anticipated her movement and stopped her with a hand on the back of her head. "Just a bit longer. Ten minutes at the most. Do you think you can make it?"

"I'm not allowed to nod, right? Can you tell me again why I'm not allowed to nod?"

"You've got to remain as still as possible, or you can throw someone's whole perspective off. It's harder work than you thought, isn't it?" he asked. "I bet you haven't even had the energy to be nervous for, I'd say, going on forty minutes."

"Pretend I'm nodding," she responded.

"You know, you could just say Ôyes'," Doug teased her.

"Too easy."

Doug took his hand away from her head and turned to address the class. "Okay everyone, let's wrap it up. Take your drawings home tonight and fill in anything you need to while your memories are still fresh. McNeese will want to see them when he returns next week."

Willow heard the clattering sounds of plastic utility boxes as the students began putting their things away. When the classroom door began opening and closing, she wondered why Doug hadn't told her to move yet.

"I just wanted to see how long you'd stay," he answered her unspoken question. "Of course you can move now."

Smiling in spite of herself, Willow turned slowly forward and began rotating her head in an attempt to work out the stiffness in her neck. There were still several students in the room, but she felt strangely unconcerned about it. In fact, she felt pretty proud of herself. She had made it through her first class. Sure, she was mostly covered by her robe, but she had walked out there and gotten on that platform. It was a first step. She'd worry about the naked part later.

"So, did you remember why you decided to do this?" Doug asked as she stood and began pulling her robe back over her bare shoulder. She stopped to consider his question, rubbing her neck with both hands and looking off into the corner.

"It's something new," she decided. "For me. Something I wouldn't do."

"I remember you saying that. What made you decide to try something new?" Doug had now seated himself on the covered block and was contemplating her with a soft look on his face.

"I'm a rebel," she smiled at him, not willing to confess the real reason. Not to this stranger.

"Ah, I see," Doug knew she wasn't being forthcoming, but had decided to accept that. For now. "Would the rebel like to go get some coffee? Something warm will help take those kinks out of your shoulders."

"I think a hot bath will work a little better, but thanks. Maybe another time?" Without waiting to hear his reply, Willow walked back through the dressing room door to retrieve her clothing.

Doug was left staring after her, his "absolutely" swallowed up by the empty room.

Xander opened and shut the basement door quickly, leaning heavily against its surface before continuing down the stairs. Class had been much harder than he thought. Actually, the drawing part had been pretty easy. He'd known Willow his whole life, so her "form" as the teaching assistant had called it, was imprinted in his mind. Enter the problem.

The last time Xander had seen that much of Willow's skin they had been at a pool party at Cordelia's in the eighth grade. Cordelia hadn't really wanted to invite them, but her mom had insisted on having the entire class over, and the vain girl knew how important appearances were. Willow had stood in the corner of the pool area, self-consciously plucking at the straps of her one-piece swimsuit. Xander had tried to entice her into the water, and had almost convinced her, when Cordelia informed them it was probably best they not contaminate the pool with geek germs. Willow hadn't gone near a pool or a swimsuit, as far as he knew, since then.

The fact that Xander had been able to complete a sketch of Willow to turn in next week was a miracle. She wasn't the only one with a sore neck at the end of the night. He had spent the entire class staring at her, and thinking how perfect and sleazy it was that he was just doing what he was instructed to do for the project.

"Are you going to turn on the lights, or do you want to do it in the dark?" Anya's voice interrupted his thoughts, and he dropped the pastels again. At this rate, he'd have tiny pieces at the end of the semester.

"I'd like to pick those up and avoid a nasty, chalky mess," he said, turning on the lamp near the couch.

Anya was lying in his bed, covers pulled up to her chin, pouting at him. She really is a beautiful girl, he thought as he bent to clean up his supplies. He liked her. But she kept showing up unannounced and he was beginning to feel he didn't have any space for his own thoughts. Right now, for instance.

"So I was thinking maybe I could join your class, too. Maybe I want to support Willow. She'd probably be happy to have a female friend there. In fact, you'd be able to stop going. Because she'd have someone there. A non-male, who wouldn't salivate over her young body. Was she really naked?" Anya had tried to appear concerned for their friend, but the truth was apparent. Knowing about his past with Willow, she was jealous. Xander admired her for at least trying to lie and chose to ignore it.

"That's really nice of you, Anya, but remember how I'm trying to keep this whole thing a secret from Will? I think I'd probably lose my edge if you showed up in her class." Xander sat down beside her on the bed, trying to think of a way to get her up and, undoubtedly, dressed. He wanted to be alone. "Would you mind if we...didn't do this tonight? I'm kind of tired."

"Why don't you let me wake you up?" she purred, dropping the sheet from her body and reaching for him.

Xander jumped off the bed and backed away. He could not let this happen tonight, not when he was thinking about Willow. Not when he still had the images of them together replaying over and over in his head.

"This is about her, isn't it?" Anya snapped, pulling the sheet tightly around her again. "God, Xander. Even for a human you have screwed up loyalties. Please tell me you aren't going to ride in on your white horse and try to make her forget all about Oz."

She sounded so much like Cordelia at that moment that Xander couldn't imagine why he had let himself get involved with her in the first place. The last thing he needed was another woman who second-guessed all of his motives.

"Hey, why don't you take your green-eyed monster and go home?" He had located her pile of clothing on the opposite side of the bed and set it next to her, resisting the callous urge to throw it. "I'm going upstairs to talk to my mother."

"But you hate talking to your mother," Anya pointed out, her voice softening into the tone she used to placate him when he got angry.

"True. But she probably won't accuse me of lusting after my best friend." No matter how true it is, he finished under his breath.

"You didn't go to the library." Buffy's voice held more than a little anger, and she didn't look up as her roommate walked further into the room and shut the door.

"And you would know this how, exactly?" Willow tossed her bag onto the bed, wincing as it bounced off onto the floor.

"Because I went there. Four times. During patrol. I was worried about you." Buffy swiveled in her chair and pinned Willow with an accusatory gaze. The other girl began to feel some anger of her own, but tamped it down. She knew she couldn't keep anything from Buffy.

"You can't keep track of me every second of every day, Buffy. Not only is it not your job, but it's not necessary." She walked over to her friend and placed a hand on her shoulder. "I appreciate your concern. Really, I do, but I need to be able to go when I need to go."

"I know, Will. It's just that after that whole spell thing, I didn't want you to think you have to deal with everything alone. It's an ugly place," Buffy smiled in understanding.

So this is how Xander feels, Willow thought. You do one wrong thing and everyone expects you to mess up all the time. The only way to fix it was to come clean.

"I signed up for an art class." Suddenly coming partially clean seemed easier.

"You couldn't tell me you decided to take an art class?" Buffy was rightly suspicious of the situation. Willow had never been a very good liar, and the way she was glancing around the room was a sign something was up.

"I'm not taking the class. I'm sort of...teaching it."

"Don't they require you to have a degree or something for that? Maybe some experience doing something arty?"

It was clear to Willow that this subject wasn't going to die on it's own. And it was such a silly thing to be worrying about. If it wasn't so strangely humiliating to discuss.

"I signed up to model for art classes. Tonight was the first one." There, it was out.

"Model?" Buffy was clearly puzzled.

"Xander acted the same way!" Willow exclaimed. "It's no wonder I didn't want to tell you. Yes. Model. Tonight I got to wear a robe, but next week I won't wear anything!"

Buffy resisted the urge to giggle at her friend. So this was it. Willow had chosen something to redefine herself.

"It's perfect. That's exactly what you need," she said, exactly as Willow thought she would. "Wait. You talked to Xander about this?"

"A lot of good it did me. We just ended up arguing." Willow frowned and sat down on her bed. "We've been doing quite a bit of that lately."

"But why would you go to him for this at all?" Buffy was genuinely confused. "You can talk to Xander about getting naked and not me?"

"Buffy, what did Xander spend his summer doing?" she asked, unwilling to use the word "strip" and "Xander" in the same sentence again. She continued as Buffy opened and closed her mouth without saying anything. "Exactly. Now you see why."

Buffy nodded and watched as Willow pulled a long blue robe out of her backpack.

"Is that my robe?" she asked.

"Do you mind? Mine has those fluffy clouds all over it, and I thought that would be even more--"

"Embarrassing," Buffy finished for her. "Of course I don't mind. Take it whenever you need it. Of course, from the sound of it, you won't really be needing it any more."

Even though she knew Buffy was teasing, Willow felt her cheeks flush. It was true that from now on Doug would expect her to live up to that "nude" part of the job. But Doug was turning out to be a pretty nice guy. He had insisted on walking her home after class, and Willow thought the invitation to have coffee was a ploy to spend more time with her. She wasn't really sure she was ready for that, though. With thoughts of Oz still stinging at her heart, and her friendship with Xander in shambles, Willow didn't think she was ready to throw another body into the mix.

"Earth to Willow, come in Willow," Buffy was waving her notebook around in the air.

"Hmm?"

"Where'd you go?"

"Nowhere. Here I am."

Sensing she had gotten all the truths out of her friend she was going to for one night, Buffy decided to let it drop.

"Here's a good place to be."